EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF AUGUST 1, 2000,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Mortgage Pass-Through Certificates
Series 2000-S10
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................................4
Section 1.02 Use of Words and Phrases..............................................................16
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)......................................................................17
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......................17
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Company......................................................................17
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04
of the Standard Terms)................................................................19
Section 2.05 Execution and Authentication of Certificates..........................................20
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer (See Section 3.01 of
the Standard Terms) 21
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations (See Section 3.02 of the Standard Terms)..................................21
Section 3.03 Successor Subservicers (See Section 3.03 of the Standard Terms).......................21
Section 3.04 Liability of the Master Servicer (See Section 3.04 of the Standard
Terms)................................................................................21
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders (See Section 3.05 of the Standard Terms)................21
Section 3.06 Assumption or Termination of Subservicing Agreements
by Trustee (See Section 3.06 of the Standard Terms)...................................21
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account (See Section 3.07 of the Standard Terms).........................21
Section 3.08 Subservicing Accounts; Servicing Accounts (See Section 3.08
of the Standard Terms)................................................................21
Section 3.09 Access to Certain Documentation and Information Regarding
the Mortgage Loans (See Section 3.09 of the Standard Terms)...........................21
Section 3.11 Maintenance of the Primary Insurance Policies; Collections
Thereunder (See Section 3.11 of the Standard Terms)...................................21
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage (See Section 3.12 of the Standard Terms).....................................21
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments (See Section
3.13 of the Standard Terms) 21
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................................21
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................................22
Section 3.17 Reports to the Trustee and the Company (See Section 3.17 of
the Standard Terms)...................................................................22
Section 3.18 Annual Statement as to Compliance.....................................................22
Section 3.19 Annual Independent Public Accountants' Servicing Report...............................22
Section 3.20 Rights of the Company in Respect of the Master Servicer
(See Section 3.20 of the Standard Terms).............................................23
Section 3.21 Administration of Buydown Funds.......................................................23
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........................24
Section 4.02 Distributions.........................................................................24
Section 4.03 Statements to Certificateholders......................................................36
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer................................................................37
Section 4.05 Allocation of Realized Losses.........................................................38
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard Terms).............................................40
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07
of the Standard Terms)................................................................40
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................................40
Section 4.09 Reserve Fund..........................................................................40
Section 4.10 Rounding Account......................................................................40
Section 4.11 Principal Distributions on the Retail Certificates....................................41
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates (See Section 5.01 of the Standard Terms).............................46
Section 5.02 Registration of Transfer and Exchange of Certificates (See Section
5.02 of the Standard Terms)...........................................................46
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates (See Section
5.03 of the Standard Terms)...........................................................46
Section 5.04 Persons Deemed Owners.................................................................46
Section 5.05 Appointment of Paying Agent (See Section 5.05 of the
Standard Terms).......................................................................46
Section 5.06 Optional Purchase of Certificates.....................................................46
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans..........................................52
Section 9.02 Additional Termination Requirements (See Section 9.02 of
the Standard Terms....................................................................54
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)......................55
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the Standard Terms)............................................55
Section 10.03 Designation of REMIC(s)...............................................................55
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........................55
Section 10.05 Compliance with Withholding Requirements..............................................56
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).................................57
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of
the Standard Terms)...................................................................57
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03
of the Standard Terms)................................................................57
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)............................57
Section 11.05 Notices...............................................................................57
Section 11.06 Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the Standard Terms).............................................58
Section 11.07 Severability of Provisions.
(See Section 11.07 of the Standard Terms).............................................58
Section 11.08 Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard Terms).............................................58
Section 11.09 Allocation of Voting Rights...........................................................58
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01. Rights of the Certificate Insurer to Exercise Rights
of Insured Certificateholders.........................................................59
Section 12.02. Claims Upon the Certificate Policy; Certificate Insurance Account.....................59
Section 12.03. Effect of Payments by the Certificate Insurer; Subrogations...........................60
Section 12.04. Notices and Information to the Certificate Insurer....................................61
Section 12.05. Trustee to Hold Certificate Policy....................................................61
Section 12.06. Payment of Insurance Premium..........................................................61
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 December 1, 1999
Exhibit Five: Certificate Policy
This is a Series Supplement, dated as of August 1, 2000 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 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 Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund and the Reserve Fund), as a
real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes.
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 sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
AGGREGATE
INITIAL
CERTIFICATE STANDARD &
PASS-THROUGH PRINCIPAL MATURITY POOR'S/ MINIMUM
DESIGNATION RATE BALANCE FEATURES (1) DATE FITCH DENOMINATIONS(2)
Senior/Accretion
Class A-1 7.75% $ 100,000,000.00 Directed August 25, 2030 AAA/AAA $25,000
Senior/Accretion
Class A-2 7.75% $ 75,000,000.00 Directed August 25, 2030 AAA/AAA $25,000
Senior/Accretion
Class A-3 7.75% $ 57,018,361.00 Directed August 25, 2030 AAA/AAA $25,000
Senior/Accretion
Class A-4 7.75% $ 1,750,000.00 Directed/Retail August 25, 2030 AAA/AAA $1,000
Class A-5 7.75% $ 17,688,306.00 Senior/Accrual August 25, 2030 AAA/AAA $25,000
Class A-6 7.40% $ 24,500,000.00 Xxxxxx/Xxxxxxx/Xxxxxx Xxxxxx 00, 0000 XXX/XXX0 $1,000
Class A-7 8.50% $ 9,473,333.00 Senior August 25, 2030 AAA/AAA $25,000
Class A-8 7.75% $ 33,750,000.00 Xxxxxx/Xxxxxxx Xxxxxx 00, 0000 XXX/XXX $25,000
Senior/Accretion
Class A-9 7.50% $ 3,000,000.00 Directed/Retail August 25, 2030 AAA/AAA $1,000
Senior/Accretion
Class A-10 8.00% $ 3,000,000.00 Directed/Retail August 25, 2030 AAA/AAA $1,000
Senior/Principal
Class A-P 0.00% $ 1,259,103.11 Only August 25, 2030 AAA/AAA $25,000
Class A-V Variable Rate $ 0.00 Senior/Interest Only August 25, 2030 AAA/AAA 20%
Class R 7.75% $ 100.00 Senior/Residual August 25, 2030 AAA/AAA 20%
Class M-1 7.75% $ 6,794,100.00 Xxxxxxxxx Xxxxxx 00, 0000 X/X/XX $25,000
Class M-2 7.75% $ 2,547,700.00 Xxxxxxxxx Xxxxxx 00, 0000 X/X/X $250,000
Class M-3 7.75% $ 1,528,600.00 Xxxxxxxxx Xxxxxx 00, 0000 X/X/XXX $250,000
Class B-1 7.75% $ 1,019,100.00 Subordinate August 25, 2030 N/A/BB $250,000
Class B-2 7.75% $ 679,400.00 Subordinate August 25, 2030 N/A/B $250,000
Class B-3 7.75% $ 679,459.58 Subordinate August 25, 2030 N/A $250,000
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(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 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-4, Class A-6, Class A-9,
Class A-10, 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 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 have been determined without
regard to the Certificate Policy issued by the Certificate Insurer.
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The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $339,687,562.69.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.01 DEFINITIONS.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
ACCRETION DIRECTED CERTIFICATES: Any one of the Class X-0, Xxxxx X-0,
Class A-3, Class A-4, Class A-9 or Class A-10 Certificates.
ACCRETION TERMINATION DATE: The earlier to occur of (i) the
Distribution Date on which the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero and (ii) the Credit Support Depletion
Date.
ACCRUAL CERTIFICATES: Any one of the Class A-5 Certificates.
ACCRUAL DISTRIBUTION AMOUNT: With respect to each Distribution Date
prior to the Accretion Termination Date, an amount equal to the amount of
Accrued Certificate Interest on the Class A-5 Certificates for such date, to the
extent added to the Certificate Principal Balance thereof pursuant to Section
4.02(e); provided that, with respect to each Distribution Date on or after the
Accretion Termination Date, an amount equal to the amount of the Accrued
Certificate Interest on the Class A-5 Certificates for such date will be
payable, as interest, to the Class A-5 Certificateholders pursuant to Section
4.02(a)(i) hereof, to the extent not required to fully reduce the Certificate
Principal Balance of the Class A-1 Certificates to zero 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-5 Certificates for that date will be payable to the
Class A-5 Certificateholders pursuant to Section 4.02(a)(i) hereof.
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 (to the
extent not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 3.16,
(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,
-4-
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 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 among all of the 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. Notwithstanding the foregoing, Accrued Certificate Interest distributed on
the Insured Certificates will be increased by (x) the amount of any Reserve Fund
Withdrawal and (y) the portion of any Certificate Insurance Payment for such
Distribution Date allocable to interest.
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)
$128,736 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of
the close of business on the Business Day immediately preceding the
most recent anniversary of the Cut-off Date coinciding with or
preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage
Pool as of the Relevant Anniversary (other than Additional
Collateral Loans, if any) having a Loan-to-Value Ratio at
origination which exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly
Payment for any Non-Primary Residence Loan
-5-
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 Class A-6
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 2000-S10" and which must be an Eligible
Account.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, and, in respect of the 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.
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CERTIFICATE INSURANCE ACCOUNT: The account established pursuant to
Section 12.02(b) of this Series Supplement.
CERTIFICATE INSURANCE PAYMENT: Any payment made by the Certificate
Insurer with respect to any Insured Certificates under the Certificate Policy.
CERTIFICATE INSURER: Ambac Assurance Corporation, a stock insurance
company organized and created under the laws of the State of Wisconsin, and any
successors thereto.
CERTIFICATE INSURER DEFAULT: The existence and continuance of a failure
by the Certificate Insurer to make a payment required under the Certificate
Policy in accordance with its terms.
CERTIFICATE 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), or Section 4.02(i)
with respect to the Retail Certificates, and (y) the aggregate of
all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, however, that solely for
purposes of determining the Certificate Insurer's rights as
subrogee to the Insured Certificateholders, the Certificate
Principal Balance of any Insured Certificate shall be deemed to
not be reduced by any principal amounts paid to the Holder
thereof from Certificate Insurance Payments, unless such amounts
have been reimbursed to the Certificate Insurer pursuant to
Section 4.02(a)(xvi) or Section 4.02(f);
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding not taking into consideration any reductions in
the Certificate Principal Balances of the Retail Certificates due to a
withdrawal of funds from the related Rounding Accounts.
CERTIFICATE POLICY: The Certificate Guaranty Insurance Policy (No.
AB0386BE) issued by the Certificate Insurer for the benefit of the Holders of
any Insured Certificates, including any endorsements thereto, attached hereto as
Exhibit Five.
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CLASS A CERTIFICATE: Any one of the Class X-0, Xxxxx X-0, 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-P or Class A-V Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard
Terms as Exhibit A.
CLASS R CERTIFICATE: Any one of the Class R Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit D and evidencing an interest
designated as a "residual interest" in the REMIC for purposes of the REMIC
Provisions.
CLOSING DATE: August 25, 2000.
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 1 Bank Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0000, Attention: Residential Funding Corporation Series 2000-S10.
CUMULATIVE INSURANCE PAYMENTS: As of any time of determination, the
aggregate of all Certificate Insurance Payments previously made by the
Certificate Insurer under the Certificate Policy minus the aggregate of all
payments previously made to the Certificate Insurer pursuant to Sections
4.02(a)(xvi) and 4.02(f) of this Series Supplement as reimbursement for
Certificate Insurance Payments.
CUT-OFF DATE: August 1, 2000.
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.
DISCOUNT NET MORTGAGE RATE: 7.75% per annum.
DUE PERIOD: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
ELIGIBLE FUNDS: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the 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.
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FRAUD LOSS AMOUNT: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the third 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) 0.50% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Certificate Policy in the case of the Class A-6
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.
GUARANTEED DISTRIBUTION: With respect to any Insured Certificates and
any Distribution Date, as defined in the Certificate Policy.
INDIRECT DEPOSITORY PARTICIPANT: An institution that is not a
Depository Participant but clears through or maintains a custodial relationship
with Participants and has access to the Depository's clearing system.
INDIVIDUAL RETAIL CERTIFICATE: A Retail Certificate that evidences
$1,000 Initial Certificate Principal Balance.
INITIAL MONTHLY PAYMENT FUND: $95,717, representing one month's
interest at the Net Mortgage Rate during the Due Period ending in September
2000, for those Mortgage Loans for which the Trustee will not be entitled to
receive such payment in accordance with the definition of "Trust Fund".
INITIAL NOTIONAL AMOUNT: With respect to any Class A-V Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass.
INITIAL SUBORDINATE CLASS PERCENTAGE: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
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Class M-1: 2.00% Class B-1: 0.30%
Class M-2: 0.75% Class B-2: 0.20%
Class M-3: 0.45% Class B-3: 0.20%
INSURANCE PREMIUM: With respect to the Certificate Policy and any
Distribution Date, an amount equal to one-twelfth of 0.06% of the Certificate
Principal Balance of the Insured Certificates.
INSURED CERTIFICATES: Any one of the Class A-6 Certificates.
INTEREST ACCRUAL PERIOD: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
INTEREST ONLY CERTIFICATES: Any one of the Class A-V Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
LIVING OWNER: A Certificate Owner of a Retail Certificate other than a
Deceased Holder.
LOCKOUT CERTIFICATES: Any one of the Class A-8 Certificates.
LOCKOUT PERCENTAGE: For any Distribution Date occurring prior to the
Distribution Date in September 2005, 0%; for any Distribution Date occurring
after August 2005 but prior to September 2006, 30%; for any Distribution Date
occurring after August 2006 but prior to September 2007, 40%; for any
Distribution Date occurring after August 2007 but prior to September 2008, 60%;
for any Distribution Date occurring after August 2008 but prior to September
2009, 80%; and for any Distribution Date after August 2009, 100%.
MATURITY DATE: August 25, 2030, 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 street address of the Mortgaged Property (or, with respect to a Cooperative
Loan, the related Cooperative Apartment) including state and zip code ("ADDRESS");
(c) the maturity of the Mortgage Note ("MATURITY DATE");
(d) the Mortgage Rate ("ORIG RATE");
(e) the Subservicer pass-through rate ("CURR NET");
(f) the Net Mortgage Rate ("NET MTG RT");
(g) the Pool Strip Rate ("STRIP");
(h) the initial scheduled monthly payment of principal, if any, and interest
("ORIGINAL P & I");
(i) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(j) the Loan-to-Value Ratio at origination ("LTV");
(k) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");
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(l) 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
(m) 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.
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) of this Series Supplement. 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
the Certificate Insurer.
NOTIONAL AMOUNT: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date).
PASS-THROUGH RATE: With respect to the Class A Certificates (other than
the Class A-V and Principal Only Certificates), 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-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 0.4190% per annum. With
respect to any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC
Regular Interests represented by such Subclass as of the Due Date in the related
Due Period, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans as of the day immediately preceding such Distribution Date
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Principal Only Certificates have no Pass- Through Rate
and are not entitled to Accrued Certificate Interest.
PREPAYMENT ASSUMPTION: A prepayment assumption of 250% of the
prepayment speed assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The prepayment speed assumption assumes a constant rate of
prepayment of mortgage loans of 0.2% per annum of the then outstanding
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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 June 2005 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate
Certificates then outstanding with the Highest Priority and
each other Class of Subordinate Certificates for which the
related Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of
the Certificate Principal Balances immediately prior to such
date of (1) the Class of Subordinate Certificates then
outstanding with the Highest Priority and (2) all other
Classes of Subordinate Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the
proviso to the definition of "Subordinate Principal Distribution
Amount") would result in a distribution in respect of principal of any
Class or Classes of Subordinate Certificates in an amount greater than
the remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a) of
this sentence, expressed as an aggregate percentage, shall be allocated
among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so
allocated to any Non-Maturing Class, the "Adjustment Percentage"); and
(d) for purposes of such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the sum
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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.
RESERVE FUND: Any one or more segregated trust accounts that are
Eligible Accounts, which shall be titled "Reserve Fund, Bank One, National
Association, as trustee for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
2000-S10, Class A-6."
RESERVE FUND DEPOSIT: $24,500.
RESERVE FUND WITHDRAWAL: As defined in Section 4.09.
RETAIL CERTIFICATES: Any one of the Class A-4, Class A-6, Class A-9 or
Class A-10 Certificates.
ROUNDING ACCOUNT: With respect to each Class of Retail Certificates,
the account created and maintained for such Class of Retail Certificates
pursuant to Section 4.10.
ROUNDING AMOUNT: With respect to each Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the related
Retail Certificates upward to the next higher integral multiple of $1,000.
SENIOR CERTIFICATE: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D respectively.
SENIOR PERCENTAGE: As of any Distribution Date, the lesser of 100% and
a fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the
Credit Support Depletion Date, the amount required to be distributed to the
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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.
SPECIAL HAZARD AMOUNT: As of any Distribution Date, an amount equal to
$3,396,876 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut- off
Date, the Adjustment Amount shall be equal to the amount, if any, by which the
amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the Trust Fund which has the largest outstanding
principal balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by the outstanding principal
balance of all Mortgage Loans on the Distribution Date immediately preceding
such anniversary and (iii) the aggregate outstanding principal balance (as of
the immediately preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the greater of (i)
the product of 0.50% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution Date immediately preceding such anniversary
multiplied by a fraction, the numerator of which is equal to the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans secured by Mortgaged Properties located in
the State of California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed as a percentage, and the denominator of which is equal to
39.98% (which percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Certificate Policy in the case of the Class A-6
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
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related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the Senior Certificates; (iv) if such Class is the
Class of Subordinate Certificates with the Highest Priority, any Excess
Subordinate Principal Amount for such Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a Class of
Subordinate Certificates minus (b) with respect to the Class of Subordinate
Certificates with the Lowest Priority, any Excess Subordinate Principal Amount
for such Distribution Date; PROVIDED, HOWEVER, that the Subordinate Principal
Distribution Amount for any Class of Subordinate Certificates on any
Distribution Date shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.
TRUST FUND: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made (except as provided below)
pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan,
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
(v) the Rounding Accounts, and
(vi) all proceeds of clauses (i) through (v) above.
Notwithstanding the foregoing, the REMIC election specifically excludes
the Initial Monthly Payment Fund.
UNCERTIFICATED ACCRUED INTEREST: With respect to each Distribution
Date, as to each Uncertificated 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 were equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest were equal to the related Uncertificated Notional Amount, and any
reduction in the amount of
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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 REMIC Regular Interests pro rata in accordance with the amount of
interest accrued with respect to each related Uncertificated Notional Amount and
such Distribution Date.
UNCERTIFICATED NOTIONAL AMOUNT: With respect to each Uncertificated
REMIC Regular Interest, the aggregate Stated Principal Balance of the related
Mortgage Loan.
UNCERTIFICATED PASS-THROUGH RATE: With respect to each Uncertificated
REMIC Regular Interest, the related Uncertificated REMIC Regular Interest Pool
Strip Rate.
UNCERTIFICATED REMIC REGULAR INTEREST POOL STRIP RATE: With respect to
each Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
UNCERTIFICATED REMIC REGULAR INTEREST DISTRIBUTION AMOUNT: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).
UNCERTIFICATED REMIC REGULAR INTERESTS: The 877 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 7.75%, each having no
principal balance and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.
UNDERWRITER: Bear, Xxxxxxx & Co. Inc.
Section 1.02 USE OF WORDS AND PHRASES.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to the Pooling and Servicing
Agreement as a whole. All references herein to Articles, Sections or Subsections
shall mean the corresponding Articles, Sections and Subsections in the Pooling
and Servicing Agreement. The definitions set forth herein include both the
singular and the plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 CONVEYANCE OF MORTGAGE LOANS. (SEE SECTION 2.01 OF
THE STANDARD TERMS)
Section 2.02 ACCEPTANCE BY TRUSTEE. (SEE SECTION 2.02 OF THE
STANDARD TERMS)
Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
MASTER SERVICER AND THE COMPANY.
(a) For representations, warranties and covenants of the
Master Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee
for the benefit of Certificateholders that as of the Closing Date (or,
if otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in
payment of principal and interest as of the Cut-off Date and
no Mortgage Loan has been so Delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in 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 principal balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, except with respect to two Mortgage
Loans with a Loan-to-Value Ratio between 95.00% and 90.01%
which each have a Primary Insurance Policy covering at least
25% of the balance of that Mortgage Loan at origination, (b)
at least 25% of the balance if the Loan-to-Value Ratio is
between 90.00% and 85.01%, except with respect to one Mortgage
Loan with a Loan-to-Value Ratio between 90.00% and 85.01%
which has a Primary Insurance Policy covering at least 20% of
the balance of that Mortgage Loan at origination, and (c) at
least 12% of the 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
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thereunder. Five Pledged Asset Mortgage Loans representing
0.8% of the aggregate Stated Principal Balance of the Mortgage
Loans will be secured by Pledged Assets in addition to the
related Mortgaged Property and in lieu of any Primary
Insurance Policy;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 0.7% 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) If the improvements securing a Mortgage Loan
are in a federally designated special flood hazard area, flood
insurance in the amount required under the Program Guide
covers the related Mortgaged Property (either by coverage
under the federal flood insurance program or by coverage by
private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title to,
and was the sole owner of, each Mortgage Loan free and clear
of any pledge, lien, encumbrance or security interest (other
than rights to servicing and related compensation) and such
assignment validly transfers ownership of the Mortgage Loans
to the Trustee free and clear of any pledge, lien, encumbrance
or security interest;
(ix) No more than 8.68% 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) No more than 0.2% of the Mortgage Loans are
Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as
of the closing of each Mortgage Loan and is valid and binding
and remains in full force and effect;
(xiv) Four of the Mortgage Loans are Cooperative
Loans;
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(xv) With respect to any Mortgage Loan originated
under a "streamlined" Mortgage Loan program (through which no
new or updated appraisals of Mortgaged Properties are obtained
in connection with the refinancing thereof), the related
Seller has represented that either (a) the value of the
related Mortgaged Property as of the date the Mortgage Loan
was originated was not less than the appraised value of such
property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan- to-Value Ratio of the Mortgage Loan as
of the date of origination of the Mortgage Loan generally
meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated
on the basis of a 360-day year consisting of twelve 30-day
months;
(xvii) Fourteen of the Mortgage Loans contain in
the related Mortgage File a Destroyed Mortgage Note; and
(xviii) 0.8% of the Mortgage Loans are Pledged Asset
Loans and none of the Mortgage Loans are Additional Collateral
Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); PROVIDED, HOWEVER, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or 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)
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Section 2.05 EXECUTION AND AUTHENTICATION OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 MASTER SERVICER TO ACT AS SERVICER (SEE SECTION 3.01
OF THE STANDARD TERMS).
Section 3.02 SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND
SUBSERVICERS; ENFORCEMENT OF SUBSERVICERS' AND
SELLERS' OBLIGATIONS (SEE SECTION 3.02 OF THE
STANDARD TERMS).
Section 3.03 SUCCESSOR SUBSERVICERS (SEE SECTION 3.03 OF THE
STANDARD TERMS).
Section 3.04 LIABILITY OF THE MASTER SERVICER (SEE SECTION 3.04 OF
THE STANDARD TERMS).
Section 3.05 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER
AND TRUSTEE OR CERTIFICATEHOLDERS (SEE SECTION 3.05
OF THE STANDARD TERMS).
Section 3.06 ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS
BY TRUSTEE (SEE SECTION 3.06 OF THE STANDARD TERMS).
Section 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS;
DEPOSITS TO CUSTODIAL ACCOUNT (SEE SECTION 3.07 OF
THE STANDARD TERMS).
Section 3.08 SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS (SEE
SECTION 3.08 OF THE STANDARD TERMS).
Section 3.09 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS (SEE SECTION 3.09 OF THE
STANDARD TERMS).
Section 3.10 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT (SEE
SECTION 3.10 OF THE STANDARD TERMS).
Section 3.11 MAINTENANCE OF THE PRIMARY INSURANCE POLICIES;
COLLECTIONS THEREUNDER (SEE SECTION 3.11 OF THE
STANDARD TERMS).
Section 3.12 MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND
FIDELITY COVERAGE (SEE SECTION 3.12 OF THE STANDARD
TERMS).
Section 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AND MODIFICATION AGREEMENTS; CERTAIN ASSIGNMENTS (SEE
SECTION 3.13 OF THE STANDARD TERMS).
Section 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS (SEE
SECTION 3.14 OF THE STANDARD TERMS).
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Section 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES (SEE
SECTION 3.15 OF THE STANDARD TERMS).
Section 3.16 SERVICING AND OTHER COMPENSATION; COMPENSATING
INTEREST. (SEE SECTION 3.16 OF THE STANDARD TERMS)
Section 3.17 REPORTS TO THE TRUSTEE AND THE COMPANY (SEE SECTION
3.17 OF THE STANDARD TERMS).
Section 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.
The Master Servicer will deliver to the Company, the Trustee and the
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company, the Trustee and the Certificate Insurer 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
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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 (SEE SECTION 3.20 OF THE STANDARD TERMS).
Section 3.21 ADMINISTRATION OF BUYDOWN FUNDS (SEE SECTION 3.21 OF
THE STANDARD TERMS).
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 CERTIFICATE ACCOUNT. (SEE SECTION 4.01 OF THE
STANDARD TERMS)
Section 4.02 DISTRIBUTIONS.
(a) On each Distribution Date (x) the Master Servicer on
behalf of the Trustee or (y) the Paying Agent appointed by the Trustee,
shall distribute to the Certificate Insurer the Insurance Premium, to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the Master
Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to
the Certificate Insurer, in the case of a distribution pursuant to
Section 4.02(a)(xvi) below, the amount required to be distributed to
the Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to
each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by wire transfer
or otherwise) to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying
Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share
(which share (A) with respect to each Class of Certificates (other than
any Subclass of the Class A-V Certificates), shall be based on the
aggregate of the Percentage Interests represented by Certificates of
the applicable Class held by such Holder or (B) with respect to any
Subclass of the Class A-V Certificates, shall be equal to the amount
(if any) distributed pursuant to Section 4.02(a)(i) below to each
Holder of a Subclass thereof) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b) below), in each case to the extent of the Available
Distribution Amount and, together with, as to any Insured Certificate,
any Reserve Fund Withdrawal pursuant to Section 4.09 of this Series
Supplement and any Guaranteed Distribution pursuant to Section 12.02 of
this Series Supplement:
(i) to the Senior Certificates (other than the
Principal Only Certificates, and on or prior to the Accretion
Termination Date, the Accrual Certificates to the extent
described in the definition 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); 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
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(Y) to the Senior Certificates (other than
the Class A-P Certificates), in the priorities and amounts set
forth in Section 4.02(b)(iii) through (viii), 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
related Prepayment Period (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
related Prepayment Period (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 related
Prepayment Period (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);
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(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition
occurred during the related Prepayment Period (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 and
Curtailments received in the related Prepayment
Period (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
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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
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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, applied to reduce
the Certificate Principal Balances of such Senior
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class
of Senior Certificates, and thereafter, to each Class of
Subordinate Certificates then outstanding beginning with such
Class with the Highest Priority, any portion of the Available
Distribution Amount remaining after the Senior Certificates
have been retired, applied to reduce the Certificate Principal
Balance of each such Class of Subordinate Certificates, but
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in no event more than the outstanding Certificate Principal
Balance of each such Class of Subordinate Certificates; and
(xviii) to the Class R 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.
(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) first, 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 (other than amounts received
in connection with a Cash Liquidation or REO
Disposition of a Discount Mortgage Loan described in
clause (C) below), including Principal Prepayments in
Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b) of the Standard
Terms) of Discount Mortgage Loans (or, in the case of
a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall
deposited in the Custodial Account in connection with
such substitution);
(C) in connection with the Cash Liquidation
or REO Disposition of a Discount Mortgage Loan that
did not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser
of (1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan
immediately
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prior to such Distribution Date and (2) the aggregate
amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for
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, concurrently, as follows, until
the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero:
(A) 62.184027411% to the Class A-1 Certificates; and
(B) 37.815972589%, in the following order of
priority:
(1) FIRST, concurrently, as follows, until
the Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero:
(a) 59.005404895% to the Class A-2
Certificates; and
(b) 40.994595105%, in the following
order of priority:
(i) FIRST, to the Class A-3
Certificates, until the
Certificate Principal Balance
thereof has been reduced to
zero; and
(ii) SECOND, concurrently,
to the Class A-4, Class A-9 and
Class A-10 Certificates, on a pro
rata basis in accordance with their
respective outstanding Certificate
Principal Balances; and
(2) SECOND, in the following order of
priority:
(a) FIRST, to the Class A-3
Certificates, until the Certificate
Principal Balance thereof has been reduced
to zero; and
(b) SECOND, concurrently, to the
Class A-4, Class A-9 and Class A-10
Certificates, on a pro rata basis in
accordance with their respective outstanding
Certificate Principal Balances, until the
Certificate Principal Balances thereof have
been reduced to zero;
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(iii) the Senior Principal Distribution Amount shall
be distributed to the Lockout Certificates, in reduction of
the Certificate Principal Balance thereof, in an amount equal
to the Lockout Percentage of the Lockout Certificates' pro
rata share (based on the Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance of all
of the Certificates (other than the Class A-P Certificates))
of the aggregate of the collections described in clauses
(ii)(Y)(A), (B), (C) and (E) of Section 4.02(a) of this Series
Supplement without any application of the Senior Percentage or
Senior Accelerated Distribution Percentage;
PROVIDED that, if the aggregate of the amounts set forth in
clauses (ii)(Y)(A), (B), (C) and (E) of Section 4.02(a) of
this Series Supplement is more than the balance of the
Available Distribution Amount remaining after the Senior
Interest Distribution Amount and the Class A-P Distribution
Amount have been distributed, the amount paid to the Lockout
Certificates pursuant to this clause (iii) shall be reduced by
an amount equal to the Lockout Certificates' PRO RATA share
(based on the Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of all classes
of Senior Certificates (other than the Class A-P
Certificates)) of such difference;
(iv) 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 R
Certificates, until the Certificate Principal Balance thereof
has been reduced to zero;
(v) an amount equal to $33,973.33 of the balance of
the Senior Principal Distribution Amount remaining after the
distributions, if any, described in clauses (iii) and (iv)
above shall be distributed for each Distribution Date
commencing on the Distribution Date in September 2003,
concurrently, to the Class A-6 Certificates and Class A-7
Certificates, on a pro rata basis in accordance with their
respective outstanding Certificate Principal Balances (plus
any amount described in this clause (v) remaining unpaid from
any previous Distribution Date), until the Certificate
Principal Balances thereof have been reduced to zero;
(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,
concurrently, as follows:
(A) 69.332563060%, in the following order of
priority:
(1) FIRST, concurrently, as follows, until
the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero:
(a) 62.184027411% to the Class A-1
Certificates; and
(b) 37.815972589%, in the following
order of priority:
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(i) FIRST, concurrently as
follows, until the Certificate
Principal Balance of the Class A-2
Certificates has been reduced to
zero:
(0) 00.000000000%
to the Class A-2
Certificates; and
(0) 00.000000000%,
in the following order of
priority:
(a)FIRST,
to the Class A-3
Certificates,
until the
Certificate
Principal Balance
thereof has been
reduced to zero;
(b)
SECOND,
concurrently, to
the Class A-4,
Class A-9 and
Class A-10
Certificates, on a
pro rata basis in
accordance with
their respective
outstanding
Certificate
Principal
Balances; and
(ii) SECOND, in the
following order of
priority:
(1) FIRST, to the
Class A-3 Certificates,
until the Certificate
Principal Balance thereof
has been reduced to zero;
and
(2) SECOND,
concurrently, to the Class
A-4, Class A-9 and Class
A-10 Certificates, on a pro
rata basis in accordance
with their respective
outstanding Certificate
Principal Balances, until
the Certificate Principal
Balances thereof have been
reduced to zero; and
(2) SECOND, to the Class A-5 Certificates,
until the Certificate Principal Balance thereof has
been reduced to zero;
(B) 30.667436940%, in the following order of
priority:
(1) FIRST, concurrently, as follows until
the Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero:
(a) 59.005404895% to the Class A-2
Certificates; and
(b) 40.994595105%, in the following
order of priority:
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(i) FIRST, to the Class A-3
Certificates, until the Certificate
Principal Balance thereof has been
reduced to zero; and
(ii) SECOND, concurrently,
to the Class A-4, Class A-9 and
Class A-10 Certificates, on a pro
rata basis in accordance with their
respective outstanding Certificate
Principal Balances; and
(2) SECOND , in the following order of
priority:
(a) FIRST, to the Class A-3
Certificates, until the Certificate
Principal Balance thereof has been reduced
to zero; and
(b) SECOND, concurrently, to the
Class A-4, Class A-9 and Class A-10
Certificates, on a pro rata basis in
accordance with their respective outstanding
Certificate Principal Balances, until the
Certificate Principal Balances thereof have
been reduced to zero;
(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 concurrently, to the Class A-6
Certificates and Class A-7 Certificates, on a pro rata basis in
accordance with their respective outstanding Certificate Principal
Balances, until the Certificate Principal Balances thereof have been
reduced to zero; and
(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 to the Lockout Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero.
(c) On or after the Credit Support Depletion Date, all
priorities relating to distributions as described in Section 4.02(b)
above in respect of principal among the various classes of Senior
Certificates (other than the Class A-P Certificates) will be
disregarded, and (i) an amount equal to the Discount Fraction of the
principal portion of scheduled payments and unscheduled collections
received or advanced in respect of the Discount Mortgage Loans will be
distributed to the Class A-P Certificates, (ii) the Senior Principal
Distribution Amount will be distributed to the remaining Senior
Certificates (other than the Class A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, and (iii) the amount set forth in Section 4.02(a)(i) will be
distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances
of the Senior Certificates (other than the Class A-P Certificates) to
zero but prior to the Credit Support Depletion Date, the Senior
Certificates (other than the Class A-P Certificates) will be entitled
to no further distributions of principal thereon and the Available
Distribution Amount will be paid solely to the holders of the Class
A-P, Interest Only and Subordinate Certificates, in each case as
described herein.
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(e) 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-5 Certificates
shall be added to the Certificate Principal Balance of such
Certificates. On or after the Accretion Termination Date, the entire
amount of Accrued Certificate Interest on the Class A-5 Certificates
for such Distribution Date shall be payable to the Class A-5
Certificateholders pursuant to Section 4.02(a)(i) of this Series
Supplement to the extent not required to reduce the Certificate
Principal Balance of the Class A-1 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-5 Certificates for such
Distribution Date will be paid to the Class A-5 Certificateholders
pursuant to Section 4.02(a)(i) of this Series Supplement. Any such
Accrued Certificate Interest on the Class A-5 Certificates which is
required to be paid to the holders of the Accretion Directed
Certificates on the Accretion Termination Date will be added to the
Certificate Principal Balance of the Class A-5 Certificates in the
manner described in the first sentence of this Section 4.02(e).
(f) In addition to the foregoing distributions, with respect
to any Mortgage Loan that was previously the subject of a Cash
Liquidation or an REO Disposition that resulted in a Realized Loss, in
the event that within two years of the date on which such Realized Loss
was determined to have occurred the Master Servicer receives amounts,
which the Master Servicer reasonably believes to represent subsequent
recoveries (net of any related 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), the Master Servicer shall distribute such amounts
to the applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated (or to the Certificate Insurer, as
subrogee for the Insured Certificateholders, to the extent the
Certificate Insurer made a Guaranteed Distribution in respect of such
Realized Loss, if applicable) (with the amounts to be distributed
allocated among such Classes (or to the Certificate Insurer) in the
same proportions as such Realized Loss was allocated), and within each
such Class to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (or if such Class
of Certificates is no longer outstanding, to the Certificateholders of
record at the time that such Realized Loss was allocated); provided
that no such distribution to any Class of Certificates (or to the
Certificate Insurer) of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of
the related Realized Loss that was allocated to such Class of
Certificates. Notwithstanding the foregoing, no such distribution shall
be made with respect to the Certificates of any Class to the extent
that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section
11.01(e) or (ii) such Class of Certificates has been deposited into a
separate trust fund or other structuring vehicle and separate
certificates or other instruments representing interests therein have
been issued in one or more classes, and any of such separate
certificates or other instruments were protected against the related
Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or
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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.
(g) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be solely responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant
shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm") for which it acts as
agent. Each brokerage firm shall be responsible for disbursing funds to
the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have
any responsibility therefor.
(h) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with respect to
any Class of Certificates will be made on the next Distribution Date,
the Master Servicer shall, no later than the Determination Date in the
month of such final distribution, notify the Trustee and the Trustee
shall, no later than two (2) Business Days after such Determination
Date, mail on such date to each Holder of such Class of Certificates a
notice to the effect that: (i) the Trustee anticipates that the final
distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the related Interest Accrual Period. In the event
that Certificateholders required to surrender their Certificates
pursuant to Section 9.01(c) do not surrender their Certificates for
final cancellation, the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit of
such Certificateholders as provided in Section 9.01(d).
(i) Notwithstanding the priorities relating to distributions
of principal among the 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 4.11. On each Distribution
Date on which amounts are available for distributions in reduction of
the Certificate Principal Balance of any of the Retail Certificates
(including, for purposes of this paragraph and with respect to the
Insured Certificates, the portion of any Certificate Insurance Payment
allocable to principal) the aggregate amount available for such
distributions will be rounded upward by the related Rounding Amount.
Such rounding will be accomplished on the first Distribution Date on
which distributions in reduction of the Certificate Principal Balance
of any of the Retail
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Certificates are made by withdrawing from the related Rounding Account
the related Rounding Amount for deposit into the Certificate Account,
and such Rounding Amount will be added to the amount that is available
for distributions in reduction of the Certificate Principal Balance of
any of the Retail Certificates. On each succeeding Distribution Date on
which distributions in reduction of the Certificate Principal Balance
of any related Retail Certificates are made, first, the aggregate
amount available for distribution in reduction of the Certificate
Principal Balance of such Retail Certificates will be applied to repay
the applicable Rounding Amount withdrawn from the related Rounding
Account on the prior Distribution Date and then, the remainder of such
allocable amount, if any, will be similarly rounded upward through
another withdrawal from the related Rounding Account and such
determined Rounding Amount will be added to the amount that is
available for distributions in reduction of the Certificate Principal
Balance of such Retail Certificates. Any funds remaining in a Rounding
Account after the Certificate Principal Balance of the related Retail
Certificates is reduced to zero shall be distributed to the Class R
Certificateholders.
Section 4.03 STATEMENTS TO CERTIFICATEHOLDERS.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the
Master Servicer shall forward to the Trustee and the Trustee shall
forward by mail to each Holder, the Certificate Insurer and the Company
a statement setting forth information as to each Class of Certificates
and the Mortgage Pool. This statement will include the information set
forth in Exhibit Three to this Series Supplement. 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 Exhibit Three
hereto aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of
the Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by
the Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder of a Class R
Certificate, a statement containing the applicable distribution
information provided pursuant to this Section 4.03 aggregated for such
calendar year or applicable portion thereof during which such Person
was the Holder of a Class R Certificate. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code.
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(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 Business Day next
succeeding each 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 Accounts
or Reserve Fund and deposited into the Certificate Account and
Certificate Insurance Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii)
the amount of the Insurance Premium, and (iv) the amount of Cumulative
Insurance Payments as of such Determination Date; provided, however,
that the Master Servicer shall provide to the Trustee a written
statement setting forth the portion of the Senior Principal
Distribution Amount distributable to each Class of Retail Certificates
on any Distribution Date on a date prior to the close of business on
the next Business Day succeeding each Determination Date, if necessary
to enable the Trustee to notify the Depository in accordance with
Section 4.11(c). The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively
deemed to be correct for all purposes hereunder and the Trustee shall
be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit in
the Certificate Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to be made by
the Master Servicer in respect of the related Distribution Date, which
shall be in an aggregate amount equal to the aggregate amount of
Monthly Payments (with each interest portion thereof adjusted to the
Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and
Sailors' Civil Relief Act of 1940, as amended, or similar legislation
or regulations then in effect, on the Outstanding Mortgage Loans as of
the related Due Date, which Monthly Payments were delinquent as of the
close of business as of the related Determination Date; provided that
no Advance shall be made if it would be a Nonrecoverable Advance, (ii)
withdraw from amounts on deposit in the Custodial Account and deposit
in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the
amount of such Advance. Any portion of the Amount Held for Future
Distribution so used shall be replaced by the Master Servicer by
deposit in the Certificate Account on or before 11:00 A.M. New York
time on any future Certificate Account Deposit Date to the extent that
funds
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attributable to the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such Certificate
Account Deposit Date shall be less than payments to Certificateholders
required to be made on the following Distribution Date. The Master
Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial
Account on or before such Distribution Date as part of the Advance made
by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a) in respect of outstanding
Advances on any Distribution Date shall be allocated to specific
Monthly Payments due but delinquent for previous Due Periods, which
allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to
the Master Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05 ALLOCATION OF REALIZED LOSSES.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, 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
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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 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
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Subclasses in proportion to the respective amounts of Accrued Certificate
Interest payable on such Distribution Date that would have resulted absent such
reductions.
Section 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY. (SEE SECTION 4.06 OF THE STANDARD TERMS)
Section 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS. (SEE
SECTION 4.07 OF THE STANDARD TERMS)
Section 4.08 SURETY BOND. (SEE SECTION 4.08 OF THE STANDARD TERMS)
Section 4.09 RESERVE FUND.
No later than the Closing Date, the Trustee will establish and maintain
the Reserve Fund. On the Closing Date the Underwriter shall deposit with the
Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount
equal to the Reserve Fund Deposit.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit
into the Certificate Account, and to pay to the holders of any Insured
Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest
Shortfalls otherwise allocable to any Insured Certificates pursuant to the
definition of Accrued Certificate Interest (to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) of the Standard Terms), and to the
extent of funds on deposit in the Reserve Fund (the amount of such withdrawal
for any Distribution Date, the "Reserve Fund Withdrawal").
For federal income tax purposes, the Underwriter shall be the owner of
the Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Reserve
Fund shall not be an asset of the REMIC. The Reserve Fund shall be invested in
Permitted Investments at the direction of the Underwriter. All income and gain
realized from investment of funds deposited in the Reserve Fund shall be
deposited in the Reserve Fund for the sole use and exclusive benefit of the
Reserve Fund. The amount of any loss incurred in respect of any such investments
shall be deposited in the Reserve Fund by the Underwriter out of its own funds
immediately as realized without any right of reimbursement. The balance, if any,
remaining in the Reserve Fund on the Distribution Date on which the Certificate
Principal Balance of the Insured Certificates is reduced to zero will be
distributed by the Trustee to the Underwriter.
To the extent that the Reserve Fund constitutes a reserve fund for federal
income tax purposes, (1) it shall be an outside reserve fund and not an asset of
the REMIC, and (2) it shall be owned by the Underwriter, all within the meaning
of Section 1.860G-2(h) of the Treasury Regulations.
Section 4.10 ROUNDING ACCOUNTS.
No later than the Closing Date, the Trustee will establish and maintain
with itself four segregated trust accounts that are each Eligible Accounts,
which shall be titled "Rounding Account, Bank One, National Association, as
trustee for the registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 2000-S10, Class A-4" with
respect to the Class A-4 Certificates, "Rounding Account, Bank One, National
Association, as
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trustee for the registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass- Through Certificates, Series 2000-S10, Class A-6" with
respect to the Class A-6 Certificates, "Rounding Account, Bank One, National
Association, as trustee for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2000-
S10, Class A-9" with respect to the Class A-9 Certificates, and "Rounding
Account, Bank One, National Association, as trustee for the registered holders
of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 2000-S10, Class A-10" with respect to the Class A-10
Certificates. On the Closing Date, the Underwriter shall deposit with the
Trustee, and the Trustee shall deposit into each Rounding Account, cash in an
amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from a Rounding Account to pay to the holders of the related Retail
Certificates pursuant to Section 4.02(i) the related Rounding Amount.
In addition, the Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Certificate Account to repay to the related Rounding Account the
applicable Rounding Amount from the prior Distribution Date as contemplated in
Section 4.02(i).
Section 4.11 PRINCIPAL DISTRIBUTIONS ON THE RETAIL CERTIFICATES.
Distributions in reduction of the Certificate Principal Balance of any
Class of 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 of any Class of Retail Certificates are made,
such distributions will be made in the following priority among the holders of
such Class of 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 each Class of
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
such Class of Retail Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of any Class of 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 each Class of Retail
Certificates
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presented in accordance with the provisions of clause (ii) above will be
accepted in the order of their receipt by the Depository after all requests
presented in accordance with clause (i) have been honored. All requests for
distributions in reduction of the Certificate Principal Balance of each Class of
Retail Certificates will be accepted in accordance with the provisions set forth
in Section 4.11(c). All requests for distributions in reduction of the
Certificate Principal Balance of each such Class of 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 Balances 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 4.11(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 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 4.11(c) on the
Depository's participant terminal system.
Distributions in reduction of the Certificate Principal Balance of each
Class of 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 any amounts available for distribution from the related Rounding
Account established as provided in Section 4.10, provided that the aggregate
distribution in reduction of the Certificate Principal Balances 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 each Class of Retail Certificates on any Distribution Date exceeds
the aggregate Certificate Principal Balance of such Class of 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 related
Rounding Account), distributions in reduction of the Certificate Principal
Balance of each such Class of Retail Certificates will be made by mandatory
distribution pursuant to Section 4.11(d).
(b) A Retail Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.11 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
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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 such 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 Balances 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.
The Trustee may rely entirely upon documentation delivered to it pursuant to
Section 4.11(c) in establishing the eligibility of any Certificate Owner to
receive the priority accorded Deceased Holders in Section 4.11(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, 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 4.11(a) above). The Trustee
shall notify the Depository as to which requests should be honored on each
Distribution Date at least three 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 4.11(d). Requests shall be honored by the
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Depository in accordance with the procedures, and subject to the priorities and
limitations, described in this Section 4.11. 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 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 Balances of the Retail Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 4.11, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of any Class of Retail Certificates on a
Distribution Date exceed the outstanding Certificate Principal Balance of such
Retail Certificates with respect to which distribution requests have been
received by the related Record Date, as provided in Section 4.11(a) above, the
additional distributions in reduction of the Certificate Principal Balance of
such 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; PROVIDED HOWEVER, that, if
after the distribution in reduction of the Certificate Principal Balance of such
Retail Certificates on the next succeeding Distribution Date on which mandatory
distributions are to be made, the Certificate Principal Balance of such Retail
Certificates would not be reduced to zero, the Individual Retail Certificates to
which such distributions will be applied shall be selected by the Depository
from those Retail Certificates of such Class not otherwise receiving
distributions in reduction of the Certificate Principal Balance on such
Distribution Date. The Trustee shall notify the Depository of the aggregate
amount of the mandatory distribution in reduction of the Certificate Principal
Balance of any Class of Retail Certificates to be made on the next 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
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mandatory distributions in reduction of the Certificate Principal Balance of any
Class of 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 any Class of 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 Insured
Certificates and (ii) an Certificate Insurer Default is occurring, distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
will be made pro rata among the Certificate Owners of the Insured Certificates
and will not be made in integral multiples of $1,000 nor pursuant to requests
for distribution as permitted by this Section 4.11 or mandatory distributions by
Random Lot.
(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 4.11.
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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
(SEE SECTION 5.02 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.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Insurer, the Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee, the 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, the Certificate Insurer, the Certificate Registrar nor
any agent of the Company, the Master Servicer, the Trustee, the 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 (SEE SECTION 5.05 OF THE
STANDARD TERMS).
Section 5.06 OPTIONAL PURCHASE OF CERTIFICATES.
(a) On any Distribution Date on which the Pool Stated
Principal Balance, prior to giving effect to distributions to be made
on such Distribution Date, is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans, either the Master Servicer or
the Company shall have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that it will purchase the Certificates pursuant
to Section 5.06(a). Notice of any such purchase, specifying the
Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the
Certificate Registrar and each Rating Agency) mailed not earlier than
the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution, specifying:
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(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at
the office or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the
Trustee shall distribute to such Holders an amount equal to the
outstanding Certificate Principal Balance thereof plus the sum of
Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest with
respect thereto and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Reserve Fund or a
Guaranteed Distribution.
(d) If any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited therein by
the Master Servicer or the Company, as applicable, pursuant to Section
5.06(b) to be withdrawn therefrom and deposited in a separate escrow
account for the benefit of such Certificateholders, and the Master
Servicer or the Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their Certificates for
payment of the purchase price therefor. If within six months after the
second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by
the Master Servicer or the Company, as applicable, to contact the
Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account
and of contacting Certificateholders shall be paid out of the assets
which remain in the escrow account. If within nine months after the
second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall
pay to the Master Servicer or the Company, as applicable, all amounts
distributable to the Holders thereof and the Master Servicer or the
Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to
any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment
in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to
this Section 5.06 occurs as provided above will be deemed to have been
purchased and the
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Holder as of such date will have no rights with respect thereto except
to receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master
Servicer or the Company, as applicable, shall be for all purposes the
Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
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ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
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ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
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ARTICLE IX
TERMINATION
Section 9.01 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR
THE COMPANY OR LIQUIDATION OF ALL MORTGAGE LOANS.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates (other than the
obligation of the Trustee to make certain payments after the Final
Distribution Date to Certificateholders and the obligation of the
Company to send certain notices as hereinafter set forth) shall
terminate upon the last action required to be taken by the Trustee on
the Final Distribution Date pursuant to this Article IX following the
earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition
of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, if less than such unpaid principal balance,
the fair market value of the related underlying property of
such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase
plus accrued interest thereon at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of any Modified
Mortgage Loan) to, but not including, the first day of the
month in which such repurchase price is distributed, PROVIDED,
HOWEVER, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the
late ambassador of the United States to the Court of St.
Xxxxx, living on the date hereof and provided further that the
purchase price set forth above shall be increased as is
necessary, as determined by the Master Servicer, to avoid
disqualification of any portion of the REMIC formed under the
Series Supplement as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly
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following payment of the purchase price, release to the Master Servicer or the
Company, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company of its right to
purchase the assets of the Trust Fund, the Company shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on
which the Master Servicer or the Company, as applicable, anticipates
that the final distribution will be made to Certificateholders (whether
as a result of the exercise by the Master Servicer or the Company of
its right to purchase the assets of the Trust Fund or otherwise).
Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a
Distribution Date) upon which the Certificateholders may surrender
their Certificates to the Trustee (if so required by the terms hereof)
for payment of the final distribution and cancellation, shall be given
promptly by the Master Servicer or the Company, as applicable (if it is
exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to the Certificateholders
mailed not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the Certificates is anticipated to be
made upon presentation and surrender of Certificates at the
office or agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known,
and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and in the case of
the Senior, Class M and Class B Certificates, that payment
will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein
specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B
Certificates, upon presentation and surrender of the Certificates by
the Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or
the Company's election to repurchase, or (ii) if the Master Servicer or
the Company elected to so repurchase, an amount determined as follows:
(A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the
related Interest Accrual Period thereon and any previously unpaid
Accrued Certificate Interest, subject to the priority set forth in
Section 4.02(a) and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Reserve Fund or a
Guaranteed Distribution, and (B) with respect to the
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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 or the Company, as
applicable (if it exercised its right to purchase the assets of the
Trust Fund), or the Trustee (in any other case) shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the
escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow
account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this
Section 9.01.
Section 9.02 ADDITIONAL TERMINATION REQUIREMENTS (SEE SECTION 9.02
OF THE STANDARD TERMS.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC ADMINISTRATION. (SEE SECTION 10.01 OF THE
STANDARD TERMS)
Section 10.02 MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION. (SEE SECTION 10.02 OF THE STANDARD
TERMS)
Section 10.03 DESIGNATION OF REMIC(S).
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund and the Reserve Fund) as a REMIC for federal income tax
purposes.
The 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-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 the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined in
the Standard Terms) under federal income tax law. On and after the date of
issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c)
of the Standard Terms, any such Subclass will represent the Uncertificated Class
A-V REMIC Regular Interest or Interests specified by the initial Holder of the
Class A-V Certificates pursuant to said Section.
Section 10.04 DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR
INTERESTS.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated 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 Section 4.02(a), to
the Class A-V Certificates, the amounts distributable thereon from the
Uncertificated REMIC Regular Interest Distribution Amounts deemed to have been
received by the Trustee from the Trust Fund under this Section 10.04. The amount
deemed distributable hereunder with respect to the Class A-V Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated REMIC
Regular Interests.
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(d) Notwithstanding the deemed distributions on the Uncertificated
REMIC Regular Interests described in this Section 10.04, distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05 COMPLIANCE WITH WITHHOLDING REQUIREMENTS.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 AMENDMENT. (SEE SECTION 11.01 OF THE STANDARD TERMS)
Section 11.02 RECORDATION OF AGREEMENT. COUNTERPARTS. (SEE
SECTION 11.02 OF THE STANDARD TERMS)
Section 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (SEE
SECTION 11.03 OF THE STANDARD TERMS)
Section 11.04 GOVERNING LAWS. (SEE SECTION 11.04 OF THE STANDARD
TERMS)
Section 11.05 NOTICES.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to the appropriate
address for each recipient listed in the table below or, in each case, such
other address as may hereafter be furnished in writing to the Master Servicer,
the Trustee and the Company, as applicable:
RECIPIENT ADDRESS
Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President
Master Servicer 00 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 0000
Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000,
Attention: Managing Director/Master Servicing
Trustee Corporate Trust Office
The Trustee designates its offices
located at 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx
Xxxx, Xxx Xxxx 00000, for the purposes
of Section 8.12 of the Standard Terms
Fitch Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Certificate Insurer Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000,
Attention: Consumer Asset-Backed Securities Group, Re:
Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2000-S10
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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.
(SEE SECTION 11.06 OF THE STANDARD TERMS)
Section 11.07 SEVERABILITY OF PROVISIONS. (SEE SECTION 11.07 OF THE
STANDARD TERMS)
Section 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION. (SEE
SECTION 11.08 OF THE STANDARD TERMS)
Section 11.09 ALLOCATION OF VOTING RIGHTS.
98% of all Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates, 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 1.0% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates in accordance with their respective Percentage
Interests.
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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 12.02. CLAIMS UPON THE CERTIFICATE POLICY; CERTIFICATE
INSURANCE ACCOUNT.
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Reserve Fund Withdrawal for the related
Distribution Date, are insufficient to pay the Accrued Certificate Interest for
such Distribution Date; PROVIDED HOWEVER, Accrued Certificate Interest on the
Insured Certificates will be deemed to include any portion of the amounts
allocated to such Certificates described in clause (i) of the definition thereof
(to the extent such amounts are not offset by payments made by the Master
Servicer or from the Reserve Fund Withdrawal) and clauses (ii) through (iv) of
the definition thereof (in each case, to the extent such shortfalls are not
covered by the subordination provided by the Class M and Class B Certificates
and provided that such shortfalls shall not include interest not collectible
pursuant to the Soldiers' and Sailors' Relief Act of 1940, as amended) on such
Distribution Date, (ii) the principal portion of any Realized Loss is allocated
to the Insured Certificates on such Distribution Date or (iii) the funds
available in connection with an optional termination of the Trust Fund pursuant
to Section 5.06 or Section 9.01 or on the Final Distribution Date will be
insufficient to reduce the Certificate Principal Balance of the Insured
Certificates to zero, the Master Servicer shall deliver to the Trustee not later
than 1:00 p.m. New York City time on the Business Day next succeeding the
Determination Date a certificate signed by a Servicing Officer directing the
Trustee to draw on the Certificate Policy and stating the amount to be drawn and
stating the Guaranteed Distribution for the Insured Certificates, and the
Trustee shall give notice by telephone or telecopy of the aggregate amount of
such deficiency, confirmed in writing in the form set forth as Exhibit A to the
endorsement of the Certificate Policy, to the Certificate Insurer at or before
12:00 noon, New York City time, on the Business Day prior to such Distribution
Date. If, subsequent to such notice, and prior to payment by the Certificate
Insurer pursuant to such notice, additional amounts are deposited in the
Certificate Account, the Trustee shall reasonably promptly notify the
Certificate Insurer and withdraw the notice or reduce the amount claimed, as
appropriate.
(b) The Trustee shall establish a separate special purpose trust
account for the benefit of Holders of the Insured Certificates and the
Certificate Insurer referred to herein as the "Certificate Insurance Account"
over which the Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall deposit any amount paid under the Certificate
Policy in the Certificate Insurance
-59-
Account and distribute such amount only for purposes of payment to Holders of
Insured Certificates of the Guaranteed Distribution for which a claim was made.
Such amount may not be applied to satisfy any costs, expenses or liabilities of
the Master Servicer, the Trustee or the Trust Fund. Amounts paid under the
Certificate Policy shall be transferred to the Certificate Account in accordance
with the next succeeding paragraph and disbursed by the Trustee to Holders of
Insured Certificates in accordance with Section 4.02, Section 5.06(c) or Section
9.01(c), as applicable. It shall not be necessary for such payments to be made
by checks or wire transfers separate from the checks or wire transfers used to
pay the Guaranteed Distribution with other funds available to make such payment.
However, the amount of any payment of principal of or interest on the Insured
Certificates to be paid from funds transferred from the Certificate Insurance
Account shall be noted as provided in paragraph (c) below and in the statement
to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds
held in the Certificate Insurance Account shall not be invested by the Master
Servicer.
On any Distribution Date with respect to which a claim has been made
under the Certificate Policy, the amount of any funds received by the Trustee as
a result of any claim under the Certificate Policy, to the extent required to
make the Guaranteed Distribution on such Distribution Date, shall be withdrawn
from the Certificate Insurance Account and deposited in the Certificate Account
and applied by the Master Servicer on behalf of the Trustee, together with the
other funds to be distributed to the Insured Certificateholders pursuant to
Section 4.02, directly to the payment in full of the Guaranteed Distribution due
on the Insured Certificates. Any funds remaining in the Certificate Insurance
Account on the first Business Day following a Distribution Date shall be
remitted to the Certificate Insurer, pursuant to the instructions of the
Certificate Insurer, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid into the Certificate Insurance Account in respect
of any Insured Certificate from moneys received under the Certificate Policy.
The Certificate Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Day's prior
notice to the Trustee.
Section 12.03. EFFECT OF PAYMENTS BY THE CERTIFICATE
INSURER; SUBROGATIONS.
Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the Certificate Policy shall not be considered payment of the Insured
Certificates from the Trust Fund. The Master Servicer and the Trustee
acknowledge, and each Holder by its acceptance of an Insured Certificate agrees,
that without the need for any further action on the part of the Certificate
Insurer, the Master Servicer, the Trustee or the Certificate Registrar, to the
extent the Certificate Insurer makes payments, directly or indirectly, on
account of principal of or interest on the Insured Certificates to the Holders
of such Certificates, the Certificate Insurer will be fully subrogated to, and
each Insured Certificateholder, the Master Servicer and the Trustee hereby
delegate and assign to the Certificate Insurer, to the fullest extent permitted
by law, the rights of such Holders to receive such principal and interest from
the Trust Fund; provided that the Certificate Insurer shall be paid such amounts
only from the sources and in the manner explicitly provided for herein.
-60-
The Trustee and the Master Servicer shall cooperate in all respects
with any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
Section 12.04. NOTICES AND INFORMATION TO THE CERTIFICATE
INSURER.
(a) All notices, statements, reports, certificates or opinions required
by this Agreement to be sent to any other party hereto or to the
Certificateholders shall also be sent to the Certificate Insurer.
(b) The Master Servicer shall designate a Person who shall be available
to the Certificate Insurer to provide reasonable access to information regarding
the Mortgage Loans.
Section 12.05. TRUSTEE TO HOLD CERTIFICATE POLICY.
The Trustee will hold the Certificate Policy in trust as agent for the
Insured Certificateholders for the purpose of making claims thereon and
distributing the proceeds thereof. Neither the Certificate Policy, nor the
amounts paid on the Certificate Policy will constitute part of the Trust Fund or
assets of the REMIC created by this Agreement. Each Insured Certificateholder,
by accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the Certificate Policy. The Trustee shall surrender
the Certificate Policy to the Certificate Insurer for cancellation upon the
expiration of the term of the Certificate Policy as provided in the Certificate
Policy following the retirement of the Insured Certificates. To the extent that
the Certificate Policy constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside credit support agreement and not an asset
of the REMIC and (2) it shall be owned by the Certificate Insurer, all within
the meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 12.06. PAYMENT OF INSURANCE PREMIUM.
Unless otherwise designated in writing by the President or a Managing
Director of the Certificate Insurer to the Trustee, the Insurance Premium to be
paid pursuant to Section 4.02(a) shall be paid by the Trustee to the Certificate
Insurer by wire transfer with the following details specifically stated in the
wire transfer:
Bank: Citibank, N.A.
ABA Number: 000000000
For the account of: Ambac Assurance Corporation
Account Number: 00000000
Re: Series 2000-S10
Attention: Xxxxxx Xxxxxx
(000) 000-0000
-61-
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:
------------------------- -----------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
------------------------- -----------------------------
Name: Xxxxx Xxx Xxx Name: Xxxx Xxxxxxxx
Title: Director Title: Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest: By:
------------------------- -----------------------------
Name: Name:
Title: Title:
-00-
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 25th day of August 2000 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 25th day of August 2000 before me, a notary public in
and for said State, personally appeared Xxxx Xxxxxxxx, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 25th day of August 2000 before me, a notary public in
and for said State, personally appeared ______________, 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]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
Run on : 08/17/00 RFC DISCLOSURE SYSTEM
AT : 16.19.26 FIXED PASSTHRU REPORT Amortized Balance RFFSDFIX-01
Series :RFMSI 2000 S10 Cut-off Date: 08/01/00
Pool : 0004451
:
Pool Status F
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1951082 348817.34 8 .2500 7.7500 .0300 0 .0000 0 7.72 0 7.72
1961464 199,155.42 8.625 0.25 8.375 0.08 0 0 0 8.295 0.545 7.75
1968562 85,487.62 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.75
1975769 224,254.06 8.1250 0.25 7.875 .0800 .0000 .0000 .0000 7.7950 .0450 7.75
1978371 335,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.75
1979675 143,597.47 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.75
1982096 301,330.97 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.75
1982547 515,079.46 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1982946 750,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1983929 219,771.00 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
1984567 156,586.85 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
1985123 41,361.22 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1985464 26,075.54 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
1985768 299,377.08 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
1986720 649,249.34 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1986766 85,320.65 9.5000 .2500 9.2500 .0800 .0000 .0000 .0000 9.1700 1.4200 7.7500
1987654 194,161.52 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
1987805 166,159.19 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1987979 449,424.13 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1988643 359,798.18 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1988683 56,191.46 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
1989029 166,076.96 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
1989260 314,277.12 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1989324 271,511.84 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
1989365 438,921.53 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1989401 284,283.96 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1989408 286,613.54 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1989410 379,317.11 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1989497 439,194.67 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1989517 82,574.81 7.7500 .2500 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
1989528 280,094.50 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1989537 278,526.55 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1989665 283,818.90 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1989741 649,950.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1989790 612,500.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1989795 83,519.56 9.6250 .2500 9.3750 .0800 .0000 .0000 .0000 9.2950 1.5450 7.7500
1990151 437,278.03 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1990182 337,810.51 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1990313 207,870.72 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1990390 327,475.64 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
1990396 258,239.39 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1990413 81,459.91 9.5000 .2500 9.2500 .0800 .0000 .0000 .0000 9.1700 1.4200 7.7500
1990569 296,815.39 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1990584 356,789.23 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1990670 299,531.98 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1990804 377,732.56 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1990987 331,808.98 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1991023 266,096.82 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1991123 300,613.03 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1991184 368,782.14 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1991192 487,704.37 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991195 268,645.35 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1991220 272,634.73 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991238 474,055.05 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1991245 108,750.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1991270 296,075.10 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1991278 293,802.73 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
1991282 299,813.49 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1991346 475,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1991363 379,786.97 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1991453 100,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1991467 276,744.76 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1991471 259,838.39 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1991486 142,331.18 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
1991498 279,030.86 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991520 399,775.75 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1991525 310,141.46 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1991604 242,121.08 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
1991620 455,723.75 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991695 296,810.62 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1991786 316,826.85 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1991829 169,897.01 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991832 649,595.99 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1991837 344,400.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1991841 190,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1991842 392,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991844 303,750.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1991857 101,939.78 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1991863 285,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1991873 101,692.96 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1991882 101,638.38 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1991930 353,526.06 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1991933 267,698.39 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1991934 274,665.64 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992006 265,451.09 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992007 400,956.95 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992022 264,851.44 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992024 160,902.46 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992027 609,590.70 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
1992031 314,823.40 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992056 319,820.60 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992101 290,841.04 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1992106 271,851.42 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1992112 277,422.98 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992113 324,594.59 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992122 331,898.81 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992126 399,775.75 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1992137 289,134.75 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992151 334,802.21 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992154 359,792.87 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992157 272,643.05 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992161 331,004.46 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992163 315,822.84 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992173 499,704.80 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992178 573,384.14 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992193 326,690.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992195 310,071.50 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992209 361,541.87 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992210 311,815.80 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992212 277,340.35 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992214 381,855.17 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992216 311,011.47 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992217 516,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992218 354,795.75 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1992219 291,827.60 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992220 470,075.15 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992221 349,798.63 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992222 293,835.17 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992223 331,009.44 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992224 364,590.12 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992225 332,803.40 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992227 519,692.99 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992229 404,778.78 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1992230 333,397.90 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992231 399,769.87 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992232 299,836.13 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1992234 269,827.83 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992235 350,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992237 416,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992270 275,345.54 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992283 269,344.94 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1992285 489,287.80 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992287 296,820.08 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992329 100,941.89 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992337 399,200.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992364 649,159.73 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992380 427,740.72 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992384 275,357.17 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
1992385 181,800.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992387 339,804.38 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1992400 154,713.21 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992438 486,700.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992443 500,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992481 192,500.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992482 500,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992500 118,685.14 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1992518 307,349.33 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992566 267,200.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1992567 318,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992619 272,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992714 340,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992719 424,549.20 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992720 366,777.66 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992836 358,200.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992865 78,550.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1992867 623,612.14 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1992909 477,310.67 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1992982 552,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992984 273,425.53 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1992988 300,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1992991 292,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993031 269,600.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993119 330,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993123 418,250.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993124 360,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1993135 360,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993159 650,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993163 107,000.00 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
1993171 315,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993197 309,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993219 283,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993220 423,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1993224 287,200.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993234 363,655.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993297 313,600.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993328 301,326.54 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993337 156,317.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993373 299,818.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993377 289,600.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1993391 464,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993406 106,650.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1993410 330,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1993419 308,880.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1993435 399,950.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993478 319,399.14 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993486 323,788.06 8.1250 .2500 7.8750 0.08 .0000 .0000 .0000 7.7950 .0450 7.7500
1993495 539,689.32 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993497 263,794.16 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993502 279,816.84 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
1993504 359,798.18 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1993510 250,000.00 8.9000 .2500 8.6500 .0800 .0000 .0000 .0000 8.5700 .8200 7.7500
1993513 355,500.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993520 60,700.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993527 300,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
1993530 272,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993533 334,850.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1993536 284,750.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1993612 84,050.00 9.5000 .2500 9.2500 .0800 .0000 .0000 .0000 9.1700 1.4200 7.7500
1993636 650,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1993647 384,789.70 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1993648 650,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993658 120,100.00 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
1993659 600,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993662 375,783.68 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993687 379,769.80 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993734 331,200.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993741 550,000.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
1993747 280,225.71 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993751 600,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1993762 49,971.97 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1993766 311,200.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993769 400,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1993773 464,703.49 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1993777 370,400.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993780 299,813.53 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993809 324,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1993816 145,747.39 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
1993823 356,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993841 261,087.62 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1993851 175,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.42 .6700 7.7500
1993862 300,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 0.295 7.7500
1993874 455,200.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1993882 350,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1993910 543,678.82 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994015 419,745.56 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994027 329,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994043 336,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994046 360,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994057 275,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994150 367,771.26 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994151 323,813.59 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994156 266,092.80 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994157 299,818.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1994159 296,624.77 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994161 363,790.58 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994162 244,081.29 6.7500 .2500 6.5000 .0300 .0000 .0000 .0000 6.4700 .0000 6.4700
1994166 273,834.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994171 434,100.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994175 323,400.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994185 650,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994208 327,811.29 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994211 400,001.22 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994214 460,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994215 295,021.16 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994220 359,770.44 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994221 274,324.96 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994222 326,400.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994225 647,270.75 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994226 562,812.41 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
1994229 349,798.63 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1994232 299,827.40 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994234 438,933.93 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994236 455,397.39 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994240 509,640.05 7.7500 .2500 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
1994243 439,746.85 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994247 550,546.80 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994250 382,990.69 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1994251 299,827.40 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994254 629,628.05 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994256 262,836.53 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994262 739,574.24 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994264 305,574.09 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994266 312,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994269 306,500.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.75
1994272 299,751.86 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994276 411,750.40 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994282 425,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1994283 361,800.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994285 269,844.65 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994288 282,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994291 282,378.83 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994293 896,500.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994300 266,716.32 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
1994304 309,802.32 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994305 277,564.84 6.8750 .2500 6.6250 .0300 .0000 .0000 .0000 6.5950 .0000 6.5950
1994306 320,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
1994308 332,593.14 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994314 223,546.09 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
1994315 275,828.45 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994316 277,952.46 7.2500 .2500 7.0000 .0300 .0000 .0000 .0000 6.9700 .0000 6.9700
1994318 250,055.71 7.5000 .2500 7.2500 .0300 .0000 .0000 .0000 7.2200 .0000 7.2200
1994319 474,904.63 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994322 333,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
1994325 300,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1994327 340,593.54 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994328 598,837.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994332 327,801.29 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994335 350,587.48 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994337 432,501.02 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994338 381,837.52 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994341 409,600.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994343 391,730.22 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
1994347 344,935.47 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994351 299,822.88 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994352 292,595.40 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
1994367 361,052.68 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1994378 266,250.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994401 240,789.71 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994427 299,123.85 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994428 232,029.69 7.3750 .2500 7.1250 .0300 .0000 .0000 .0000 7.0950 .0000 7.0950
1994432 152,403.40 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1994433 367,176.35 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994434 256,885.09 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994445 243,242.87 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
1994449 438,976.29 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1994450 490,180.79 6.8750 .2500 6.6250 .0300 .0000 .0000 .0000 6.5950 .0000 6.5950
1994456 287,230.42 7.1250 .2500 6.8750 .0300 .0000 .0000 .0000 6.8450 .0000 6.8450
1994459 469,757.37 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994462 319,666.03 7.3750 .2500 7.1250 .0300 .0000 .0000 .0000 7.0950 .0000 7.0950
1994469 347,639.49 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
1994474 316,369.29 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994477 281,154.84 7.5000 .2500 7.2500 .0300 .0000 .0000 .0000 7.2200 .0000 7.2200
1994483 241,328.69 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994487 268,997.84 7.0000 .2500 6.7500 .0300 .0000 .0000 .0000 6.7200 .0000 6.7200
1994550 344,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1994558 360,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994559 150,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1994700 289,845.67 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1994718 300,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1994720 289,600.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1994738 280,107.48 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
1994889 650,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1994915 400,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1995009 307,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1995012 340,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1995017 387,500.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
1995022 328,800.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1995041 310,142.67 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
1995171 295,250.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1995177 296,400.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
1995225 332,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1995236 261,600.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1995238 444,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
1995281 274,500.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
1995370 260,300.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
1995380 283,250.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1995414 346,500.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
1995441 272,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
1995614 275,837.05 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
2934342 254,152.15 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
2955497 449,464.61 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3371055 74,879.36 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3379494 325,011.91 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3425808 319,351.54 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3435052 39,063.37 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
3441163 508,966.54 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3446850 134,420.87 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
3457155 398,640.03 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3457418 327,358.75 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3472660 92,063.67 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
3472670 97,508.57 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
3476513 120,496.80 9.5000 .2500 9.2500 .0800 .0000 .0000 .0000 9.1700 1.4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3485147 642,435.23 7.1250 .2500 6.8750 .0300 .0000 .0000 .0000 6.8450 .0000 6.8450
3485162 349,119.02 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3485179 376,485.56 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3485184 274,648.07 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3485191 317,387.47 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3485193 280,421.92 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3485194 278,125.01 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3488250 298,488.79 7.7500 .2500 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
3489372 411,165.13 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3492012 163,395.91 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3494869 152,764.31 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3496700 372,263.04 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3496701 258,321.68 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3496708 367,424.61 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3496726 331,327.23 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3497536 374,331.02 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3499912 299,464.81 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3500330 279,474.25 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3503461 618,647.73 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3510824 67,468.51 9.7500 .2500 9.5000 .0800 .0000 .0000 .0000 9.4200 1.6700 7.7500
3513238 63,582.00 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3516368 301,827.70 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3517969 142,517.85 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3518386 155,512.77 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3520879 331,596.33 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3526895 66,958.35 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3533708 75,459.82 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3538025 236,417.38 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3539522 167,905.82 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3541594 78,309.38 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
3544353 305,410.58 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3544355 398,462.76 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3544409 510,829.86 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3544431 324,573.36 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3544468 698,531.61 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3544527 489,356.26 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3544547 399,208.79 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3544648 309,119.51 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3544657 272,446.79 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3544665 598,784.16 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3546293 95,343.68 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3546309 206,284.29 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3546312 118,731.65 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3547167 308,077.19 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3550891 349,771.05 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3551100 339,531.78 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3551101 324,141.82 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3551105 299,606.19 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3557628 63,160.71 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3563181 499,310.83 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3564555 223,874.43 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3564568 455,723.75 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3564601 109,936.71 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3568157 587,652.85 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3568171 339,607.35 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3568183 399,549.84 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3568192 356,276.58 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3568200 499,672.93 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3568218 279,847.06 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3568395 331,798.87 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3569028 286,411.22 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569029 330,797.28 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3569030 287,640.73 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569031 330,544.42 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569032 187,400.21 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3569033 299,827.40 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3569034 649,635.60 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3569035 419,752.03 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3569036 307,018.62 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3569037 335,075.01 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3569038 426,504.47 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3569039 301,421.93 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3569041 89,825.46 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3569042 298,818.86 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3569043 499,289.47 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569044 481,750.38 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569046 359,781.91 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3569047 299,407.25 8.1250 .5000 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3569048 371,694.10 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3569049 322,961.91 8.1250 .5000 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3569050 82,451.29 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569051 472,213.75 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3569052 649,585.51 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3569053 43,003.59 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3569054 431,757.81 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3569055 159,903.06 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3569056 157,154.73 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3569057 261,091.71 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3569058 382,961.82 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3569060 267,829.10 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3569062 369,751.74 8.0000 .5000 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
3569063 375,747.71 8.0000 .5000 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
3570063 127,680.22 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3570087 355,800.42 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3570121 385,660.14 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3570123 110,188.19 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3570153 130,726.67 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3570596 293,912.46 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3574715 332,298.57 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3574720 329,805.17 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3576084 80,179.08 8.9900 .2500 8.7400 .0800 .0000 .0000 .0000 8.6600 .9100 7.7500
3578507 539,697.27 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3578516 509,691.04 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578681 324,813.01 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578684 339,575.86 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578685 439,341.84 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578688 611,311.26 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578689 286,813.29 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3578690 483,396.24 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578692 279,821.45 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578693 352,796.90 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578694 583,627.60 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578695 314,793.94 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3578696 414,506.02 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578697 419,745.56 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578699 349,798.62 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578700 598,164.47 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578701 81,912.39 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3578702 424,728.99 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3578703 522,674.92 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578704 459,714.08 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578705 336,811.07 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578706 379,751.43 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3578707 579,657.56 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578710 349,798.62 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578711 378,876.17 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578712 263,848.11 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578715 359,792.87 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578719 303,030.02 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578720 353,796.33 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578722 299,818.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578724 274,833.40 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578725 449,747.71 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578727 322,304.63 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578730 379,287.24 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578731 495,707.16 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3578732 189,890.68 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578733 399,757.67 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578734 319,801.09 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578737 151,921.20 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
3578738 295,834.06 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578739 372,774.03 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578740 338,294.93 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578741 389,431.51 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578742 433,865.79 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578743 275,345.54 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578744 348,819.07 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
3578746 407,765.26 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578748 999,409.60 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578749 547,650.55 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578750 279,830.37 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578751 267,424.94 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3578752 374,754.69 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3578753 633,625.69 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578755 480,369.18 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3578756 577,159.04 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578757 271,746.60 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578758 479,716.60 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578759 287,816.35 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578760 531,677.71 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578761 649,606.23 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578762 299,818.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578764 367,771.26 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578766 404,760.89 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578769 303,825.10 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578772 345,390.63 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578773 306,209.55 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578774 349,782.45 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578775 289,819.75 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578776 324,792.76 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3578777 463,711.59 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578779 280,000.86 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3578782 398,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578784 435,735.86 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578785 149,915.90 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3578786 421,473.57 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578787 295,816.01 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578788 318,202.09 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578789 399,650.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578790 343,993.34 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578792 299,813.53 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578793 262,616.31 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3578794 271,035.70 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578795 339,607.33 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3578796 394,748.12 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3578797 649,616.24 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3578799 403,721.96 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3578800 293,821.89 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578801 299,818.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578802 331,793.64 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3578804 399,757.67 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578805 329,800.08 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3578807 329,789.57 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3579876 399,769.86 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3579937 386,788.61 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3583102 188,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3583106 135,500.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3583113 128,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3583116 363,718.03 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3589155 639,200.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3589156 31,800.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3589159 125,921.69 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3589186 604,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3590987 337,500.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3592288 434,208.46 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3592399 262,400.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3593315 68,400.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3595611 206,880.91 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3596137 148,250.00 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3597148 324,000.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3597386 371,785.97 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3597502 324,800.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3598268 315,808.56 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3598393 324,803.11 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3598414 87,500.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3598421 55,500.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3598429 138,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3598434 52,250.00 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3598436 285,250.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3598551 264,855.25 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3598694 299,822.88 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3598767 649,626.03 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3599018 334,197.42 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3599099 339,788.67 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3599199 354,190.76 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3599221 255,840.89 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3599333 279,838.91 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3599377 319,021.05 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3600814 171,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3600819 486,300.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3601683 420,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3601684 171,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3601831 352,740.68 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3601871 345,900.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3604724 308,400.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3604737 165,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3604747 436,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3604894 90,650.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3604898 469,315.51 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3605449 162,400.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3605487 28,484.43 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3605870 383,767.37 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3610117 311,820.49 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3612332 219,866.72 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3615249 290,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3616882 159,903.06 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3616889 82,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3616897 320,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3617000 277,400.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3617002 199,900.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3617044 359,792.88 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3617114 279,838.91 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3617197 109,190.33 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3617257 278,231.34 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3619490 650,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3619762 262,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3619764 237,400.00 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3621011 358,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3621015 360,700.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3621486 269,645.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3622285 274,075.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3623461 340,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3623531 399,474.91 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3623853 838,478.51 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3623880 559,660.75 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3623935 399,751.38 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3623956 559,651.92 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3624924 172,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3624927 188,500.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3624931 350,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3625068 320,000.00 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3625521 639,200.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3625522 400,000.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3627195 360,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3627353 352,796.90 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3628299 280,000.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3628300 323,800.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3628314 265,600.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3628755 192,500.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3628882 359,758.44 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629080 301,907.36 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629082 436,921.21 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629084 350,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3629085 329,800.09 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629086 511,581.83 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629087 289,824.32 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629088 328,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3629089 540,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629090 619,500.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3629091 275,250.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629092 390,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3629093 279,200.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629094 441,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629095 256,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629096 360,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629097 290,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629098 372,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629099 375,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629100 295,150.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629101 284,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3629102 360,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629103 302,400.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629104 392,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3629105 332,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629106 294,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629107 349,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3629109 351,920.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629200 449,713.05 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629201 639,278.03 7.0000 .5000 6.5000 .0300 .0000 .0000 .0000 6.4700 .0000 6.4700
3629202 438,919.93 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629203 290,550.00 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629204 279,843.02 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3629205 319,801.10 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629206 296,046.12 7.8750 .5000 7.3750 .0300 .0000 .0000 .0000 7.3450 .0000 7.3450
3629207 499,664.50 8.0000 .5000 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
3629208 269,823.37 8.1250 .5000 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3629209 404,000.00 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629211 339,788.67 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629213 327,696.19 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629214 412,800.00 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629215 314,799.14 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629216 359,792.88 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629217 311,801.04 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3629218 650,000.00 8.2500 .5000 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629290 390,719.18 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3629291 261,832.93 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629294 254,400.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3629295 315,808.56 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629296 319,801.09 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629298 307,808.55 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629299 299,722.93 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3629302 303,796.02 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629303 300,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629304 264,847.53 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3629305 530,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629306 323,004.20 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629308 573,402.42 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629309 294,202.46 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3629310 359,776.24 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629311 351,786.75 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3629312 499,672.93 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3629313 299,813.53 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629314 353,796.33 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3629315 263,340.37 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629316 999,374.69 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3629317 387,758.84 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3629318 299,818.26 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3629319 500,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629320 311,801.04 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3629321 388,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3629322 420,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3629330 575,334.78 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3630505 199,200.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3630517 140,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3630891 360,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3631130 319,795.94 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3631364 279,821.45 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3632901 274,050.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3633093 328,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3633187 499,733.92 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3636950 460,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3636958 360,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3636966 351,200.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3637360 499,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3637361 300,800.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3638338 300,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3639232 267,853.61 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3640138 90,800.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3640139 570,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3640151 310,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3640152 110,200.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3640156 307,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3640470 286,800.00 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3641162 319,200.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3641409 358,526.27 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3641478 301,335.31 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3641571 329,794.89 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3641602 633,366.07 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3641646 351,775.54 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3641677 332,308.70 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3641696 292,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3641735 313,819.34 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3641831 327,391.10 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3641837 286,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3641907 429,752.60 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3641956 183,750.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3642010 386,377.58 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3642096 302,221.46 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3642140 406,800.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3642212 303,749.61 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3642345 274,025.16 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3642867 520,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3643944 350,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3643948 320,800.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3644211 276,000.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3644250 331,033.31 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3644739 334,780.86 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3644884 361,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3645006 286,812.26 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3645137 304,824.52 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3645242 404,800.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3645357 332,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3645372 399,200.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3645509 300,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3645609 257,400.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3645617 310,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3645706 477,400.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3645708 300,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3645716 411,774.95 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3645777 500,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3645839 383,200.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3645947 289,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646448 344,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646476 367,200.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646502 295,640.09 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646504 698,565.53 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646505 393,283.39 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646506 399,680.12 7.1250 .2500 6.8750 .0300 .0000 .0000 .0000 6.8450 .0000 6.8450
3646507 359,787.45 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646508 267,841.77 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646509 361,774.99 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646510 700,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646511 295,825.24 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646512 335,756.81 7.6250 .2500 7.3750 .0300 .0000 .0000 .0000 7.3450 .0000 7.3450
3646513 349,793.36 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646514 392,018.41 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646516 254,824.51 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3646517 333,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646518 274,393.19 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646521 307,831.43 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3646522 271,835.22 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646523 364,532.95 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646524 288,879.88 7.6250 .2500 7.3750 .0300 .0000 .0000 .0000 7.3450 .0000 7.3450
3646525 316,003.46 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646526 264,566.92 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646527 289,810.30 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646528 431,488.02 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646529 258,284.72 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646530 299,265.28 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646531 257,643.78 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3646532 326,581.54 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646533 436,535.39 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646534 527,306.87 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646535 648,778.67 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646536 432,985.86 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646537 266,014.43 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646539 577,297.27 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646540 275,230.22 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646542 290,437.28 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646543 414,767.34 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646544 299,625.73 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646545 299,463.57 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646546 279,662.12 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
3646547 285,308.43 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646548 284,658.87 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646549 278,869.18 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646550 507,659.15 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646551 501,570.71 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646552 331,585.84 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646553 389,301.17 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646554 285,942.63 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646555 474,392.12 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646556 319,600.80 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646557 289,638.29 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646558 638,352.69 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646559 260,665.99 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646560 327,558.35 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646561 467,401.09 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646562 531,528.81 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646563 299,818.26 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646564 399,775.75 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646565 367,141.42 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646566 391,662.59 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646567 260,924.08 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646569 334,996.93 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646570 431,474.73 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646571 459,261.52 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646572 350,586.21 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646573 379,413.88 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646574 459,454.89 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646575 387,770.93 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646576 453,961.41 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646577 314,814.02 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646578 499,236.39 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646579 360,460.08 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646580 265,684.72 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646581 291,804.07 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646582 439,491.86 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646583 299,818.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646584 434,543.14 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646586 265,277.06 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646587 366,837.35 9.5000 .2500 9.2500 .0800 .0000 .0000 .0000 9.1700 1.4200 7.7500
3646588 467,986.30 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646589 271,847.51 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646590 277,309.02 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3646591 349,552.11 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646592 263,732.32 9.3750 .2500 9.1250 .0800 .0000 .0000 .0000 9.0450 1.2950 7.7500
3646593 354,806.09 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3646594 305,828.45 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646595 293,183.77 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646596 272,097.38 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646597 463,726.05 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646598 559,614.07 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3646599 349,552.08 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646600 335,779.38 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646601 349,782.46 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646602 373,467.70 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646603 591,641.36 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646604 267,845.81 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646605 319,501.29 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646606 303,796.02 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646607 309,812.20 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646608 299,318.60 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646609 324,808.10 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646610 359,781.90 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646611 455,151.24 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3646612 515,710.72 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646613 498,668.58 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646614 321,809.89 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646615 303,990.64 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3646616 698,597.84 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646617 289,828.78 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646618 290,046.31 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646619 403,555.25 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646620 655,612.69 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646621 499,697.10 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646622 264,535.47 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646623 279,830.37 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646624 639,631.78 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646625 255,856.47 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646626 377,776.83 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646627 275,832.79 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646628 324,817.80 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646629 434,643.05 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646630 291,823.10 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646631 549,331.24 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646632 350,997.93 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646633 279,834.68 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646634 338,972.40 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3646635 319,811.07 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646636 643,132.31 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646637 435,721.97 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646638 364,773.13 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646639 309,821.64 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646640 395,783.69 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3646642 351,658.61 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646643 699,607.56 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646644 343,491.62 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646645 391,000.28 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646646 361,055.67 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.1700 7.7500
3646647 414,761.23 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646648 500,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3646649 409,351.86 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646650 351,786.75 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646651 382,894.58 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646652 299,827.39 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3646653 359,764.51 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646654 429,332.97 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3646655 549,640.22 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646656 300,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3646657 363,785.09 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3646658 331,818.65 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3646659 299,422.14 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3646660 499,704.80 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3646661 291,844.61 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3646662 324,732.81 7.8750 .2500 7.6250 .0300 .0000 .0000 .0000 7.5950 .0000 7.5950
3646730 336,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3646762 500,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3647305 292,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3647803 159,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3648058 359,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3648080 427,950.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3648095 271,200.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3648097 650,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3648098 451,900.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3648099 284,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3648295 266,707.99 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3648481 599,663.63 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3648849 322,100.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3648980 428,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3650163 289,824.32 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3650301 440,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3650415 461,600.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3650512 336,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3652130 360,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3652408 359,200.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3652410 263,200.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3652411 296,850.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3652412 584,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3653088 270,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3653295 444,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3653395 292,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3653560 325,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3653579 269,600.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3654450 483,450.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3654800 304,620.05 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3654838 541,500.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3654859 302,600.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3656049 650,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3656050 352,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3656071 507,400.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3656271 460,000.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3656272 369,150.00 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 7.9200 .1700 7.7500
3656273 312,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 8.4200 .6700 7.7500
3656675 53,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3656684 295,200.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3656709 76,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3658790 291,200.00 8.0000 .2500 7.7500 .0300 .0000 .0000 .0000 7.7200 .0000 7.7200
3660183 469,900.00 9.0000 .2500 8.7500 .0800 .0000 .0000 .0000 8.6700 .9200 7.7500
3660641 350,000.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3660651 296,850.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3660661 376,000.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3662283 334,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3663027 641,870.53 7.1250 .2500 6.8750 .0300 .0000 .0000 .0000 6.8450 .0000 6.8450
3664548 303,600.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3664966 281,350.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3664967 324,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3664968 360,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3664969 322,500.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 .5450 7.7500
3665642 171,858.50 9.1250 .2500 8.8750 .0800 .0000 .0000 .0000 8.7950 1.0450 7.7500
3668758 463,444.35 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3672976 440,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3673719 306,600.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 8.5450 .7950 7.7500
3673810 479,200.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3673811 276,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3673820 339,900.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.7500
3675089 315,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 7.7950 .0450 7.7500
3675603 303,900.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 .4200 7.7500
3675760 438,850.00 7.7500 .2500 7.5000 .0300 .0000 .0000 .0000 7.4700 .0000 7.4700
NET
RFC CURR SUB- MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV REC NET SERV MISC (INVESTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP SPREAD RATE) STRIP RATE
3676991 460,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 8.0450 .2950 7.75
3680764 400,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 0.42 7.7500
3680766 650,000.00 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 8.9200 1.17 7.7500
3681442 364,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 0.42 7.7500
3685567 317,807.35 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 8.1700 0.42 7.7500
3688859 152,750.00 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 8.2950 0.545 7.75
TOTAL NUMBER OF LOANS: 987 TOTAL BALANCE: 339,687,562.69
Weighted Averages 8.473 0.2583 8.2146 0.0742 0 0 0 8.1403 0.419 7.7213
Range from Fees/Rates:
From 6.75 0.25 6.5 0.03 0 0 0 6.47 0 6.47
To 9.75 0.5 9.5 0.08 0 0 0 9.42 1.67 7.75
Total number of Loans: 987
Total Balance: 339,687,562.69
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 1
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1951082 299/G01 XXXXXXXXX XXXXX F 8.0000 ZZ 351,500.00 00 09/19/99
0431586577 0000 XXXXXXX XXXXXXX 7.7500 2 348,817.34 0 10/01/99
0001087965 F 05 2,579.19 360 09/01/29
02 XXXXXXXXXXX XX 00000 O 1 2,579.19 80 441,000.00
1961464 180/G01 XXXXXXX XXXXX M 8.6250 T 200,000.00 00 12/30/99
0432152239 0000 XXXXXX XXX 8.3750 1 199,155.42 0 02/01/00
14306930 F 03 1,555.58 360 01/01/30
22 XXXXXX XX 00000 O 1 1,555.58 34 600,000.00
1968562 F62/G01 XXXXXXXX XXXXX 8.1250 ZZ 85,600.00 00 05/05/00
0432021434 000 XX 000XX XXXX 7.8750 1 85,487.62 0 07/01/00
0000000000 F 09 635.58 360 06/01/30
02 XXXXXXXX XXXXX XX 00000 O 1 635.58 80 107,000.00
1975769 144/144 XXXX XXXXX 8.1250 ZZ 225,000.00 00 02/18/00
160638668 0 XXXX XXXXX XXXXX 7.8750 2 224,254.06 0 04/01/00
160638668 F 05 1,670.62 360 03/01/30
22 XXXXXXXXXXX XX 00000 O 1 1,670.62 41 550,000.00
1978371 A19/G01 XXXXX XXXXX A 8.5000 ZZ 335,000.00 00 07/28/00
0432168185 00 XXXXXXXXXXX XXXX 8.2500 1 335,000.00 0 09/01/00
XXXXX F 05 2,575.86 360 08/01/30
02 XXXXXXX XX 00000 O 1 2,575.86 54 630,000.00
1979675 637/G01 XXXXXXXX XXXXXXX B 8.5000 ZZ 143,950.00 00 03/09/00
0432048759 00000 X XXXXXX XXXX 8.2500 1 143,597.47 0 05/01/00
0016753717 F 05 1,106.85 360 04/01/30
02 XXXXXXXXXXX XX 00000 O 1 1,106.85 80 179,990.00
1982096 683/G01 XXXXXXXXXX XXXX P 8.8750 ZZ 301,500.00 04 06/26/00
0432153674 000 XXXXXXXXX XXXXXXX XX X#000 8.6250 1 301,330.97 25 08/01/00
110704 F 01 2,398.87 360 07/01/30
02 XXXXXX XX 00000 O 1 2,398.87 90 335,000.00
1982547 B57/G01 XXXXX XXXXXXXX 8.6250 ZZ 516,000.00 00 04/13/00
0432001303 0000 XXXXXXXXXX XXXXX 8.3750 1 515,079.46 0 06/01/00
2010820 F 05 4,013.40 360 05/01/30
02 XXX XXXXXXX XX 00000 O 1 4,013.40 80 645,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 2
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1982946 X00/X00 XXXX XXXXXX M 8.5000 ZZ 750,000.00 00 06/30/00
0432151496 0000 XXXXX XXXXXXXX XXXX 8.2500 5 750,000.00 0 09/01/00
00030050 F 05 5,766.85 360 08/01/30
02 XXXXXXXXXXXX XX 00000 O 1 5,766.85 32 2,400,000.00
1983929 G26/G01 XXXXXX XXXXXX 9.2500 ZZ 220,000.00 00 06/01/00
0432081743 000-00 000XX XXXXXX 9.0000 1 219,771.00 0 07/01/00
3941 F 05 1,809.89 360 06/01/30
02 XXXXXXX XX 00000 O 2 1,809.89 80 275,000.00
1984567 E76/G01 XXXXXX XXXXXX 9.2500 ZZ 156,750.00 10 05/23/00
0432081396 00000 XXXXX 00XX XXXX XXXXXX 0.0000 1 156,586.85 30 07/01/00
10005038 F 05 1,289.54 360 06/01/30
02 XXXXX XX 00000 O 1 1,289.54 95 165,200.00
1985123 R21/G01 XXXXX JR CLINTON 9.7500 ZZ 41,400.00 04 05/17/00
0432045722 0000 X XXXXXXXX XXX 9.5000 1 41,361.22 25 07/01/00
20000403 F 01 355.69 360 06/01/30
02 XXXXXXX XX 00000 O 1 355.69 90 46,000.00
1985464 K15/G01 XXXXXXXX XXXXXX D 9.7500 ZZ 26,100.00 00 05/17/00
0432048908 0000 X 00XX XX 9.5000 5 26,075.54 0 07/01/00
038205300945 F 05 224.24 360 06/01/30
02 XXXXXX XXXX XX 00000 O 1 224.24 75 35,000.00
1985768 000/000 XXXXXX XXXXX R 8.1250 ZZ 300,000.00 00 04/24/00
09719096 0000 XXXXXX XXXXXX 7.8750 1 299,377.08 0 06/01/00
09719096 F 05 2,227.49 360 05/01/30
02 XXXXXX XX 00000 O 1 2,227.49 41 745,000.00
1986720 964/G01 XXXXX XXXXXXX A 8.7500 ZZ 650,000.00 00 05/16/00
0432105948 00 XXXX XXXXX 8.5000 2 649,249.34 0 07/01/00
76824 F 05 5,113.55 360 06/01/30
02 XXXX XXXXX XX 00000 O 1 5,113.55 67 975,000.00
1986766 E47/G01 XXXXXXXX XXXXXX D 9.5000 ZZ 85,405.00 01 05/23/00
0432112324 0000 XXXXXX XXXXXX 9.2500 1 85,320.65 30 07/01/00
7332013928 F 01 718.13 360 06/01/30
02 XXXXXX XX 00000 O 1 718.13 95 90,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 3
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1987654 665/G01 DEL XXXXX XXXXXX 9.1250 ZZ 194,750.00 04 05/24/00
0432076628 00000 XXXXXXXXXXX XXXXX 8.8750 2 194,161.52 30 07/01/00
0001239216 F 09 1,584.55 360 06/01/30
02 XXXXXXX XX 00000 O 1 1,584.55 95 205,000.00
1987805 X00/X00 XXXXXXXXX XXXXXX L 9.0000 ZZ 166,250.00 04 06/30/00
0432150282 000 XXXXX XXXXX 8.7500 1 166,159.19 30 08/01/00
00060011 F 05 1,337.69 360 07/01/30
02 XXXXXX XX 00000 O 1 1,337.69 95 175,000.00
1987979 637/G01 XXXXX XXXXXX L 8.2500 ZZ 450,000.00 00 05/25/00
0432094332 0000 XXXXXX XXXXXX 8.0000 1 449,424.13 0 07/01/00
0021000286 F 05 3,380.70 360 06/01/30
02 XXX XXXXX XX 00000 O 1 3,380.70 67 675,000.00
1988643 Q59/G01 XXXXX XXXX B 8.8750 ZZ 360,000.00 00 06/05/00
0432092476 0000 XXXXXXX XXXXX 8.6250 1 359,798.18 0 08/01/00
00201300 F 05 2,864.32 360 07/01/30
02 XXXXXX XXXXX XX 00000 O 1 2,864.32 80 450,000.00
1988683 001/G01 XXXXXXX XXXXXXX D 9.2500 ZZ 56,250.00 10 05/30/00
0432092583 000 XXXXX XXXXXX 9.0000 1 56,191.46 25 07/01/00
1540989 F 05 462.75 360 06/01/30
00 XXXXXX XXXXXX XX 00000 O 1 462.75 90 62,500.00
1989029 665/G01 XXXXX XXXXX A 9.2500 ZZ 166,250.00 10 05/23/00
0432099703 0000 XXXXXX XXXXX 9.0000 1 166,076.96 30 07/01/00
0021239106 F 05 1,367.70 360 06/01/30
02 XXXXXXX XX 00000 O 1 1,367.70 95 175,000.00
1989260 X00/X00 XXXXXX JR XXXXXXXX D 8.6250 ZZ 314,650.00 19 05/15/00
6060071770 0000 XXXX XXXX XXXXX 8.3750 4 314,277.12 25 07/01/00
6060071770 F 05 2,447.32 360 06/01/30
02 XXXXXXXXXX XXXXX XX 00000 O 1 2,447.32 88 358,792.00
1989324 025/G01 XXXXXX XXXX T 8.0000 ZZ 273,600.00 01 08/20/99
0432114486 10 SECLUDED RIDGE 7.7500 1 271,511.84 30 10/01/99
0001043283 F 05 2,007.59 360 09/01/29
02 XXXXXXXXX XX 00000 O 1 2,007.59 95 288,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 4
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1989365 025/G01 XXXX XXXXXX T 8.5000 ZZ 440,000.00 00 03/10/00
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02 SIGNAL XXXXXXXX XX 00000 O 1 2,166.21 75
385,000.00
1989408 025/G01 XXXXXX XXXXXXX 8.8750 ZZ 287,100.00 11 04/07/00
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02 XXXX XXXXXXXX XX 00000 O 1 598.21 95 87,900.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 5
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1989665 X00/X00 XXXXXXXX XXXXX 8.2500 ZZ 284,000.00 00 06/02/00
0432102689 00 XXXXXXXXXX XXXXX 8.0000 1 283,818.90 0 08/01/00
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02 XXXXXXXXX XX 00000 O 1 2,133.60 80 355,000.00
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02 XXXXX XXXX XX 00000 O 1 5,055.24 67 975,000.00
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22 XXXX XXX XX 00000 O 1 4,655.44 70 875,000.00
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02 XXXXXXXXXX XX 00000 O 1 2,689.28 80 423,000.00
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02 XXXXXXX XX 00000 O 1 1,580.95 80 260,000.00
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0000000000 F 05 2,665.87 360 07/01/30
02 XXXXXXXXX XX 00000 O 1 2,665.87 90 364,064.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 6
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1990396 000/X00 XXXXXXX XXXXXX P 8.3750 ZZ 258,400.00 00 06/23/00
0432120004 00 XXXXX XXXX XXXX 8.1250 1 258,239.39 0 08/01/00
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00 XXXXX XXXXX XXXX XX 00000 O 1 1,964.03 80 323,000.00
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0432118867 00 XXXXX XXX 9.2500 1 81,459.91 0 08/01/00
80052008 F 05 685.30 360 07/01/30
22 XXXXXXXXX XX 00000 O 1 685.30 75 110,000.00
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02 XXXX XXXX XX 00000 O 1 2,257.42 70 425,000.00
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02 XXXXX XXXXX XX 00000 O 1 2,094.59 89 300,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 7
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1991123 964/G01 TSIRGIOTIS CHRISTOPHA 8.3750 ZZ 300,800.00 00 06/28/00
0432128106 0000 XXXXXXX XXXXXX 8.1250 1 300,613.03 0 08/01/00
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02 XXX XXXXXXX XX 00000 O 1 2,286.30 80 376,000.00
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0000000000 F 05 875.03 360 08/01/30
22 XXXXXXXXXX XX 00000 O 1 875.03 75 145,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 8
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1991278 F27/F27 XXXXXXXXX XXXXXX P 8.0000 ZZ 294,000.00 00 06/27/00
6061118878 00000 XXXXXXXXXXX XXXXX 7.7500 1 293,802.73 0 08/01/00
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02 XXXXXXX XX 00000 O 1 2,157.27 80 367,500.00
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00 XXXXXXXX XX XXXX XX 00000 O 1 786.70 51 198,100.00
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00000 0000 XXXXXXXX XXXXX 8.6250 1 276,744.76 0 08/01/00
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60034 F 05 1,171.53 360 07/01/30
02 XXXXXXXXXXXX XX 00000 O 1 1,171.53 95 149,900.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 9
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1991498 X00/X00 XXXXX XXXXXXX C 8.5000 ZZ 279,200.00 00 06/23/00
6061118797 313 VOYAGE COVE 8.2500 1 279,030.86 0 08/01/00
6061118797 F 03 2,146.81 360 07/01/30
02 XXXXXXXX XX 00000 O 1 2,146.81 80 349,000.00
1991520 X00/X00 XXXXXXXXXX XXXXXXXX 8.8750 ZZ 400,000.00 00 06/28/00
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NY0037 F 05 3,182.58 360 07/01/30
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02 XXXXXX XXXXXXXX XX 00000 O 1 2,441.29 80 387,900.00
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00 XXXXXXX XX XXXXX XX 00000 O 1 1,971.03 95 255,000.00
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02 XXXXX XX 00000 O 1 2,231.26 90 330,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 10
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1991832 253/253 ZANTI JR XXXXXX J 8.3750 ZZ 650,000.00 00 07/07/00
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02 XXXXXXXXX XX 00000 O 1 4,940.47 80 814,000.00
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0432139053 0000 XXXXXXXX XXXXXX 8.3750 1 344,400.00 0 09/01/00
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1991863 X00/X00 XXXX XXXXX-XXX 8.3750 ZZ 285,000.00 00 07/03/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 11
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1991882 624/G01 XXXXXX XXXXX P 8.5000 ZZ 101,700.00 10 06/23/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 12
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992027 637/G01 XXXXXXXX XXXX A 8.0000 ZZ 610,000.00 00 06/21/00
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00 XXXXXXX XXXXX XX XX 00000 O 1 4,475.97 51 1,200,000.00
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00 XXXX XXXX XXX XX 00000 O 1 2,506.29 63 500,000.00
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02 XXX XXXX XX 00000 O 1 2,546.07 57 570,000.00
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02 XXXXXXXXXXX XX 00000 O 1 2,341.46 79 370,000.00
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02 XXXXXXX XX 00000 O 1 2,085.52 80 350,000.00
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02 XXXXXX XX 00000 O 1 2,553.56 90 369,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 13
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992126 369/G01 XXXXX XXXXX B 8.8750 T 400,000.00 00 06/09/00
0432142503 0000 X XXXX XXXX XXXX 8.6250 1 399,775.75 0 08/01/00
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02 XXXXXXXXXX XX 00000 O 1 3,182.58 69 581,976.00
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02 XXXXXXX XX 00000 O 1 2,204.21 50 580,000.00
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02 XXXXXX XX 00000 O 1 2,605.60 70 485,000.00
1992154 163/G01 XXXXXXXXXX XXXXXXX M 8.7500 ZZ 360,000.00 00 06/30/00
0432140234 00 XXXXXXXX XXXX 8.5000 1 359,792.87 0 08/01/00
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02 XXXX XX 00000 O 1 2,146.12 80 341,000.00
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02 XXXXXXXXX XX 00000 O 1 2,576.04 77 431,293.00
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02 XXXXXXXX XX 00000 O 1 3,888.95 63 800,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 14
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992178 163/G01 XXXXXX XXXXXXX 8.2500 ZZ 573,750.00 00 06/23/00
0432140408 00 XXXXXXX XXXXX 8.0000 1 573,384.14 0 08/01/00
717466642 F 05 4,310.39 360 07/01/30
02 XXXXXXXXXX XX 00000 O 1 4,310.39 75 765,000.00
1992193 E23/G01 XXXXX XXXXX M 8.6250 ZZ 326,690.00 01 07/10/00
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40504446 F 03 2,540.96 360 08/01/30
02 XXXXXXXX XX 00000 O 1 2,540.96 90 362,995.00
1992195 998/998 XXXXXXXX XXXXXX C 8.7500 ZZ 310,250.00 01 06/19/00
36261766 0000 XXXXXXX XXXXX 8.5000 1 310,071.50 12 08/01/00
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240930005 F 03 2,845.89 360 07/01/30
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1992210 998/998 XXXX X X 8.6250 ZZ 312,000.00 00 06/19/00
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22 XXXXXXX XX 00000 O 1 2,183.09 75 370,000.00
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26414250 3643 TAMARACK 8.5000 1 381,855.17 25 08/01/00
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02 XXXXXXX XXXX XX 00000 O 1 3,005.79 90 425,000.00
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32076234 000 XXXX XXXXXXXX XXXX 0.0000 1 311,011.47 0 08/01/00
32076234 F 05 2,392.86 360 07/01/30
02 XXXXXXXX XX 00000 O 1 2,392.86 80 389,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 15
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992217 E23/G01 XXXX XXXX 8.6250 ZZ 516,000.00 00 07/06/00
0432151116 00000 XXXX XXXX XXX XXXXX 8.3750 1 516,000.00 0 09/01/00
10511482 F 05 4,013.40 360 08/01/30
02 XXX XXXXX XX 00000 O 1 4,013.40 80 645,000.00
1992218 998/998 XXXXXXX XXXXX 8.7500 ZZ 355,000.00 00 06/22/00
33720145 5 BITTERSWEET CT 8.5000 1 354,795.75 0 08/01/00
33720145 F 05 2,792.79 360 07/01/30
02 XXXXXXXXXX XX 00000 O 1 2,792.79 61 585,000.00
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02 XXXXXXX XXXXX XX 00000 O 1 2,271.15 80 365,000.00
1992220 998/998 XXXXXXX XXXXX 8.6250 ZZ 471,200.00 00 03/28/00
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02 XXXXXXX XXXX XX 00000 O 1 3,664.95 80 589,000.00
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22 XX. XXXX XX 00000 O 1 2,753.45 70 500,000.00
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22 XXXX XXXXXXXXX XX 00000 O 1 2,339.20 50 588,000.00
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02 XXXXX XX 00000 O 1 2,605.56 79 420,000.00
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36975480 0000 XXXXX XXXXX 8.5000 1 364,590.12 0 08/01/00
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02 XXX XXXX XX 00000 O 1 2,869.88 80 456,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 16
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992225 998/998 XXXXX XXXXXX E 8.6250 ZZ 333,000.00 01 06/26/00
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02 XXXXXXXXXXX XX 00000 O 1 2,590.04 90 370,000.00
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36222792 0000 XX 00 XXXXX 8.3750 1 519,692.99 0 08/01/00
36222792 F 05 4,044.51 360 07/01/30
02 XXXXX XX 00000 O 1 4,044.51 80 650,000.00
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02 XXXXXXX XX 00000 O 1 3,258.72 90 450,000.00
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02 XXXXX XXXX XX 00000 O 1 2,565.10 80 417,000.00
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02 XXXXX XX 00000 O 1 3,146.80 79 510,000.00
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22 XXXXXXXX XX 00000 O 1 2,413.87 58 525,000.00
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02 XXXXX XX 00000 O 1 2,028.42 45 600,000.00
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81750 F 05 2,722.26 360 08/01/30
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 17
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992237 964/G01 XXXXXXX XXXXXX J 8.5000 ZZ 416,000.00 00 07/10/00
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02 XXXX XXXX XX 00000 O 1 3,198.68 80 520,000.00
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0012080065 F 05 2,192.01 360 07/01/30
02 XXXXX XXXX XX 00000 O 1 2,192.01 95 290,000.00
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22 XXXXXX XX 00000 O 1 2,120.16 57 480,000.00
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02 XXXXXX XX 00000 O 1 2,283.67 62 480,000.00
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0432165819 1215 SOUTH LINDEN 8.6250 1 399,200.00 0 09/01/00
01001186 F 05 3,176.21 360 08/01/30
02 XXXX XXXXX XX 00000 O 1 3,176.21 80 499,000.00
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00 XX. XXXXXX XXXXX XX 00000 O 1 4,997.55 64 1,029,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 18
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992380 E87/G01 XXXXXXX XXXXX 8.5000 ZZ 428,000.00 00 06/22/00
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02 XXXXX XXXXXXX XX 00000 O 1 3,290.95 69 625,000.00
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0432176741 0000 XXXXXXXX XXXXX 9.0000 1 275,357.17 30 08/01/00
2012689 F 05 2,266.48 360 07/01/30
02 XXX XXXXXXX XX 00000 O 1 2,266.48 95 290,000.00
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22 XXXXXXXX XX 00000 O 1 1,381.81 80 227,278.00
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22 XXXXXX XX 00000 O 1 1,497.25 71 272,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 19
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992482 Q73/G01 XXXXXXXXX XXX B 8.5000 ZZ 500,000.00 00 07/11/00
0432191484 0000 XXX XXXXXXX XXXX 8.2500 4 500,000.00 0 09/01/00
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02 XXXX XXXXX XX 00000 O 1 3,844.57 77 650,000.00
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20790 F 05 955.49 360 07/01/30
02 XXXXXXXXX XX 00000 O 1 955.49 95 125,000.00
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02 XXXX XXXXXXXXX XX 00000 O 1 2,584.25 80 425,000.00
1992719 637/G01 XXXXX XXXXXX L 8.6250 ZZ 424,800.00 00 06/28/00
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02 XXXXXXXX XX 00000 O 1 3,304.05 80 531,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 20
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992720 637/G01 XXXXXXXXXX XXXXXXX M 8.5000 ZZ 367,000.00 00 06/27/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 21
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1992991 D03/G01 TAGOE NAA A 8.3750 ZZ 292,000.00 00 07/17/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 22
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993171 000/X00 XXXXXX XXXXX L 8.5000 ZZ 315,000.00 00 07/06/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 23
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993337 X00/X00 XXXXXXXXX XXXXXXXX 8.7500 ZZ 156,317.00 10 07/20/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 24
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993478 163/163 XXXXXX XXXXX S 8.3750 ZZ 320,000.00 00 04/26/00
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00 XXXX XXXX XX 00000 O 1 2,432.23 80 400,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 25
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993520 M96/G01 XXXXXXXX XXXXX J 8.7500 ZZ 60,700.00 00 07/25/00
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02 XXX XXXXXXXXX XX 00000 O 1 4,883.24 80 813,024.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 26
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993648 000/X00 XXXXXXXXXX XXXXXXX J 8.3750 ZZ 650,000.00 00 07/20/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 27
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993751 624/G01 XXXXXXX XXXXXXX A 8.2500 ZZ 600,000.00 00 07/25/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 28
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1993816 950/G01 XXXXXXX XXXXXXX R 9.1250 ZZ 145,825.00 14 06/12/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 29
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994015 637/G01 XXXXX XXXXXX P 8.5000 ZZ 420,000.00 00 06/27/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 30
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994157 225/225 XXXXX XXXX 8.5000 ZZ 300,000.00 00 06/20/00
7190310 00 XXXXX XXXX 8.2500 1 299,818.25 0 08/01/00
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22 XX XXXXXX XX 00000 O 1 3,453.89 67 650,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 31
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994208 225/225 XXXXXXX XXXXXXX D 8.7500 ZZ 328,000.00 00 06/15/00
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02 XXXXXX XX 00000 O 1 2,580.38 80 410,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 32
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994226 225/225 XXXXXXXX XXXXXXX L 7.8750 ZZ 563,200.00 00 06/15/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 33
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994250 225/225 XXXXXXX XXXXXXX N 9.0000 ZZ 383,200.00 00 06/23/00
6500366 0000 XXXXXXX XXX 8.7500 1 382,990.69 0 08/01/00
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1994256 225/225 XXXXXXXX XXXX C 8.3750 ZZ 263,000.00 00 06/13/00
8652670 0000 XXXXX XXXXXX 8.1250 2 262,836.53 0 08/01/00
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02 XXXXXXXX XX 00000 O 1 5,821.59 62 1,200,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 34
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994272 225/225 XXXX XXXXXXXX A 8.8750 ZZ 299,920.00 00 06/26/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 35
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
1994300 225/225 XXXXXXX XXXXXXXX L 7.8750 ZZ 266,900.00 00 06/07/00
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00 XXXXX XXXXX XXXX XX 00000 O 1 2,328.93 80 387,500.00
1994305 025/025 XXXXXXXXX XXXXX P 6.8750 ZZ 284,961.96 00 11/02/98
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 36
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
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SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 37
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
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SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 38
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 39
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 40
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 41
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 42
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
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SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 43
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 44
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3435052 E22/G01 XXXXXXXXX XXXXX 9.7500 ZZ 39,100.00 10 05/11/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 45
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3485147 F28/G01 XXXXXXXX XXXX F 7.1250 ZZ 650,000.00 00 05/20/99
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 46
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3489372 163/163 XXXXXXXXXX XXXXXX A 8.0000 ZZ 412,000.00 00 04/28/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 47
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3499912 E84/G01 XXXXXXX XXXXX 8.6250 ZZ 300,000.00 00 04/27/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 48
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3520879 E84/G01 XXXXXXXX XXXX S 8.5000 ZZ 332,000.00 00 05/16/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 49
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3544409 000/000 XXXXXX XXXXX X 0.0000 XX 514,500.00 00 04/05/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 50
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 51
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
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-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
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02 XXXXX XX 00000 O 1 865.37 80 137,500.00
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0432127579 0000 XXXXXXXX XXXXX 8.3750 2 587,652.85 0 08/01/00
5141074 F 03 4,573.40 360 07/01/30
02 XXXXXXXX XXXXXXX XX 00000 O 1 4,573.40 80 735,000.00
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0432127736 000 XXXXXXX XXXXX 8.5000 1 339,607.35 0 07/01/00
5477280 F 05 2,674.78 360 06/01/30
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0432130607 0000 XXXXXXXXX XX 8.6250 5 399,549.84 0 07/01/00
991137 F 05 3,182.58 360 06/01/30
02 XXXX XXXX XX 00000 O 1 3,182.58 61 665,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 52
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3568192 F28/G01 XXXXX XXXXXX 8.0000 ZZ 357,000.00 00 04/28/00
0432127991 00 XXXXXX XXXXX 7.7500 1 356,276.58 0 06/01/00
5583028 F 05 2,619.54 360 05/01/30
02 XXXXXXXXX XXXXX XX 00000 O 1 2,619.54 70 510,000.00
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00 XXXX XXXXXX XX 00000 O 1 3,712.49 20 2,525,000.00
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0432128379 0000 XXXX XXXXXXX XXXX 8.7500 1 279,847.06 0 08/01/00
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3568395 637/G01 XXX TUE MINH 8.5000 ZZ 332,000.00 00 06/01/00
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0021461785 F 05 2,552.80 360 07/01/30
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02 XXXXX XX 00000 O 1 2,546.65 80 414,022.00
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02 XXXXXX XXXX XX 00000 O 1 2,513.94 90 367,500.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 53
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3569032 405/405 XXXXXXX XXXXXXXXX 9.1250 ZZ 187,500.00 00 06/23/00
16680506 0000 XXXXXXXX XX #000 8.8750 1 187,400.21 0 08/01/00
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22 XXXXXX XX 00000 O 1 1,525.57 75 250,000.00
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00 XX XXXXXX XXXXX XX 00000 O 1 2,360.10 80 375,000.00
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02 XXXXXXXX XX 00000 O 1 2,460.32 71 475,500.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 54
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3569041 405/405 XXXXXXX XXXXXX E 8.6250 ZZ 89,900.00 00 06/27/00
16742181 00000 X XXXXXXXXXXX XXXXXX #0 8.3750 1 89,825.46 0 08/01/00
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22 XXXXXXXXXXXX XX 00000 O 1 699.24 72 124,900.00
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02 XXX XXXXX XX 00000 O 1 2,768.09 80 450,000.00
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11577178 0000 XXXX XXXXX XXXXXX 7.6250 1 299,407.25 0 06/01/00
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02 XX XXXXX XX 00000 O 1 2,227.50 53 568,528.00
3569048 000/000 XXXXXX XXXXXX L 8.2500 ZZ 373,000.00 00 05/23/00
11676756 00000 (XXXXXXXXXX XXXX) XXXXXX 7.7500 2 371,694.10 0 07/01/00
11676756 ST F 05 2,802.23 360 06/01/30
02 XXX XXXXXXX XX 00000 O 1 2,802.23 74 510,000.00
3569049 405/405 XXXXXXXX XXXXXXXXX 8.1250 ZZ 325,000.00 00 05/02/00
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02 XXX XXXXXXX XX 00000 O 1 2,413.12 79 412,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 55
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3569050 405/405 XXXXXXXX XXXXXXXX L 8.6250 ZZ 82,500.00 00 06/15/00
16618241 0000 XXX XXXXX 8.1250 2 82,451.29 0 08/01/00
16618241 F 05 641.68 360 07/01/30
22 XXXXXXXX XXXX XX 00000 O 1 641.68 64 130,000.00
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16635153 2 BARNEBURG 8.0000 1 472,213.75 0 08/01/00
16635153 F 05 3,633.12 360 07/01/30
22 XXXX XXXXXX XX 00000 O 1 3,633.12 65 726,900.00
3569052 405/405 TRUST XXXXX 8.2500 T 650,000.00 00 06/06/00
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02 XX XXXXXX XX 00000 O 1 4,883.24 45 1,460,000.00
3569053 405/405 XXXXX XXXXXXX 8.6250 ZZ 43,029.00 00 06/02/00
16665747 0000 XXXXX XXXX 8.1250 1 43,003.59 0 08/01/00
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02 XXXXX XX 00000 O 1 3,437.19 80 540,000.00
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02 XXX XXXXXXX XX 00000 O 1 1,230.27 80 200,000.00
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02 XXX XXXXXXX XX 00000 O 3 1,209.12 85 185,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 56
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3569058 405/405 XXXX XXX-YI 8.3750 ZZ 383,200.00 00 06/20/00
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22 XXXXXXXXX XX 00000 O 1 2,912.60 80 479,000.00
3569060 405/405 XXXXXX XXXX A 8.2500 ZZ 268,000.00 00 06/13/00
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22 XXXXXXX XX 00000 O 1 2,013.40 69 390,000.00
3569062 405/405 XXXXX ELIZABETHM 8.0000 ZZ 370,000.00 00 06/21/00
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02 XXX XXXXXXX XX 00000 O 1 2,758.96 80 470,000.00
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3570123 E22/G01 XXXXX XXXXX L 8.8750 ZZ 110,250.00 10 06/26/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 57
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3570153 E22/G01 XXXXXXXX XXXXXXX E 8.8750 ZZ 130,800.00 00 06/30/00
0412034910 0 XXXXXXXXXXXXX XXXXX 8.6250 1 130,726.67 0 08/01/00
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02 XXXXX XXXXXX XX 00000 O 1 2,209.48 85 346,000.00
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0412011181 443 HUNTERS TROPHY 8.6250 2 539,697.27 0 08/01/00
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3578516 E22/G01 XXXXXXXX XXX D 8.5000 ZZ 510,000.00 00 06/27/00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 58
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578684 461/461 XXXXXX XXX B 8.3750 ZZ 340,000.00 00 05/23/00
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00 XXXXXXXXXX XXXXX XX 00000 O 1 4,869.35 60 1,020,000.00
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RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 59
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578695 461/461 XXXXXX XXXXX P 8.1250 ZZ 315,000.00 00 06/13/00
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02 XXXXX XXXXXXX XX 00000 O 1 2,338.87 80 393,841.00
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9023402225 18956 LA AMISTAD PLACE 8.3750 1 414,506.02 0 07/01/00
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22 XXXXXXX XX 00000 O 1 3,227.83 66 635,000.00
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9023403413 F 03 3,229.44 360 07/01/30
02 XXX XXXXXXXX XX 00000 O 1 3,229.44 65 650,000.00
3578699 461/461 XXXXXX XXXXXX 8.7500 ZZ 350,000.00 00 06/02/00
9023405293 0000 00XX XXXXXX 8.5000 1 349,798.62 0 08/01/00
9023405293 F 09 2,753.46 360 07/01/30
02 XXX XXXXXXXXX XX 00000 O 1 2,753.46 70 501,000.00
3578700 461/461 XXXXXXXXX XXXXXXX L 8.8750 ZZ 598,500.00 00 06/02/00
9023405368 23336 PARK SOLDI 8.6250 1 598,164.47 0 08/01/00
9023405368 F 03 4,761.94 360 07/01/30
02 XXXXXXXXX XX 00000 O 1 4,761.94 75 798,000.00
3578701 461/461 XXXXXX XXXXX L 9.1250 ZZ 82,000.00 00 05/24/00
9023406325 00 XXXXXXXXX XXXXX 8.8750 2 81,912.39 0 07/01/00
9023406325 F 05 667.18 360 06/01/30
22 XXX XXXXXXXXX XX 00000 O 1 667.18 26 323,000.00
3578702 461/461 XXXXX XXXXXX 8.2500 ZZ 425,000.00 00 06/15/00
9023407182 0000 XXXXX XXXXXXX XXXXX 8.0000 1 424,728.99 0 08/01/00
9023407182 F 05 3,192.89 360 07/01/30
02 XXX XXXXXXX XX 00000 O 1 3,192.89 55 779,000.00
3578703 461/461 XXXX XXXX S 8.3750 ZZ 523,000.00 00 06/05/00
9023408933 00000 XXXXX XXXX 8.1250 2 522,674.92 0 08/01/00
9023408933 F 05 3,975.18 360 07/01/30
02 PALOS VERDES CA 90274 O 1 3,975.18 78 675,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 60
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578704 461/461 EDWARDS TODD A 8.3750 ZZ 460,000.00 00 06/07/00
9023411689 5050 EMERALD STREET 8.1250 1 459,714.08 0 08/01/00
9023411689 F 05 3,496.34 360 07/01/30
02 CAPITOLA CA 95010 O 3 3,496.34 80 575,000.00
3578705 461/461 CALDWELL WILLIAM J 8.8750 ZZ 337,000.00 00 05/25/00
9023412042 29386 AVOCET LANE 8.6250 2 336,811.07 0 08/01/00
9023412042 F 03 2,681.33 360 07/01/30
02 LAGUNA NIGUEL CA 92677 O 1 2,681.33 75 452,000.00
3578706 461/461 GATES RICHARD B 8.1250 ZZ 380,000.00 00 06/09/00
9023412562 822 BRIDGEWAY CIRCLE 7.8750 1 379,751.43 0 08/01/00
9023412562 F 03 2,821.49 360 07/01/30
02 EL SOBRANTE CA 94803 O 1 2,821.49 80 475,000.00
3578707 461/461 FLAMM STEPHEN K 8.6250 ZZ 580,000.00 00 05/26/00
9023412950 1661 SHASTA AVENUE 8.3750 1 579,657.56 0 08/01/00
9023412950 F 03 4,511.19 360 07/01/30
02 SAN JOSE CA 95128 O 1 4,511.19 78 751,000.00
3578710 461/461 CHISHOLM MICHAEL J 8.7500 ZZ 350,000.00 00 06/02/00
9023414915 4219 KONYA DRIVE 8.5000 1 349,798.62 0 08/01/00
9023414915 F 05 2,753.46 360 07/01/30
02 TORRANCE CA 90503 O 1 2,753.46 67 525,000.00
3578711 461/461 GLOBUS RUTH K 8.6250 ZZ 379,100.00 00 06/05/00
9023415086 744 EDGEMAR AVENUE 8.3750 1 378,876.17 0 08/01/00
9023415086 F 05 2,948.61 360 07/01/30
02 PACIFICA CA 94044 O 1 2,948.61 80 473,888.00
3578712 461/461 FLICKINGER JANET A 8.7500 ZZ 264,000.00 00 05/31/00
9023415128 65 LA PALOMA 8.5000 1 263,848.11 0 08/01/00
9023415128 F 01 2,076.89 360 07/01/30
02 DANA POINT CA 92629 O 1 2,076.89 80 330,000.00
3578715 461/461 FRIZELL WILLIAM F 8.7500 ZZ 360,000.00 00 06/09/00
9023417413 3577 CROPLEY AVENUE 8.5000 1 359,792.87 0 08/01/00
9023417413 F 05 2,832.13 360 07/01/30
02 SAN JOSE CA 95132 O 1 2,832.13 80 450,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 61
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578719 461/461 HUTCHINSON SAMUEL W 8.8750 ZZ 303,200.00 00 06/06/00
9023419047 4235 HORTON ROAD 8.6250 1 303,030.02 0 08/01/00
9023419047 F 05 2,412.40 360 07/01/30
02 WEST LINN OR 97068 O 1 2,412.40 80 379,000.00
3578720 461/461 ANGELO PAUL J 8.7500 ZZ 354,000.00 00 06/09/00
9023419229 2572 PIERPONT BOULEVARD 8.5000 2 353,796.33 0 08/01/00
9023419229 F 05 2,784.92 360 07/01/30
02 VENTURA CA 93001 O 1 2,784.92 78 455,000.00
3578722 461/461 AMODEO JOHN 8.5000 ZZ 300,000.00 00 06/08/00
9023420946 12210 ADDISON STREET 8.2500 1 299,818.25 0 08/01/00
9023420946 F 05 2,306.75 360 07/01/30
02 LOS ANGELES CA 91607 O 1 2,306.75 79 380,000.00
3578724 461/461 QUEZADAZ FRANCISCO 8.5000 ZZ 275,000.00 00 06/08/00
9023423098 208 4TH AVENUE 8.2500 2 274,833.40 0 08/01/00
9023423098 F 05 2,114.52 360 07/01/30
02 REDWOOD CITY CA 94063 O 1 2,114.52 72 385,000.00
3578725 461/461 AMIRI MADINA 8.8750 ZZ 450,000.00 00 06/13/00
9023423288 4010 FAIRWAY AVENUE 8.6250 2 449,747.71 0 08/01/00
9023423288 F 05 3,580.41 360 07/01/30
22 LOS ANGELES CA 91604 O 1 3,580.41 67 675,000.00
3578727 461/461 MONTANA JEFFREY 8.5000 ZZ 322,500.00 00 06/01/00
9023423783 11 BUFFALO COURT 8.2500 2 322,304.63 0 08/01/00
9023423783 F 05 2,479.75 360 07/01/30
02 PACIFICA CA 94044 O 1 2,479.75 75 430,000.00
3578730 461/461 COOK JR PAUL H 8.8750 ZZ 379,500.00 00 06/26/00
9023425069 134 SUMMIT COUNTY ROAD 1041 8.6250 2 379,287.24 0 08/01/00
9023425069 F 05 3,019.48 360 07/01/30
22 FRISCO CO 80443 O 1 3,019.48 56 683,000.00
3578731 461/461 RASMUS JR JOHN J 8.6250 ZZ 496,000.00 00 06/20/00
9023425747 211 DUXBURY COURT 8.3750 2 495,707.16 0 08/01/00
9023425747 F 05 3,857.84 360 07/01/30
02 SAN RAMON CA 94583 O 1 3,857.84 80 620,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 62
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578732 461/461 WILLIS CLYDE 8.7500 ZZ 190,000.00 00 05/31/00
9023425846 4381 MALCOLM AVENUE 8.5000 2 189,890.68 0 08/01/00
9023425846 F 05 1,494.74 360 07/01/30
22 OAKLAND CA 94605 O 1 1,494.74 56 344,000.00
3578733 461/461 MCINTOSH JAMES G 8.5000 ZZ 400,000.00 00 06/01/00
9023426273 8035 SHELBORNE DRIVE 8.2500 1 399,757.67 0 08/01/00
9023426273 F 03 3,075.66 360 07/01/30
02 GRANITE BAY CA 95746 O 1 3,075.66 48 837,000.00
3578734 461/461 HOANG PHI H 8.3750 ZZ 320,000.00 00 06/05/00
9023426463 1477 FONTAINBLEU AVENUE 8.1250 1 319,801.09 0 08/01/00
9023426463 F 05 2,432.24 360 07/01/30
02 MILPITAS CA 95035 O 1 2,432.24 80 400,000.00
3578737 461/461 HARO FRANCISCO 9.2500 ZZ 152,000.00 00 06/13/00
9023427594 6858 CALHOUN AVENUE 9.0000 1 151,921.20 0 08/01/00
9023427594 F 05 1,250.47 360 07/01/30
22 LOS ANGELES CA 91405 O 1 1,250.47 80 190,000.00
3578738 461/461 SMITH TERRI S 8.8750 ZZ 296,000.00 00 06/16/00
9023427784 16548 CELADON COURT 8.6250 1 295,834.06 0 08/01/00
9023427784 F 03 2,355.11 360 07/01/30
02 CHINO HILLS CA 91709 O 1 2,355.11 80 370,000.00
3578739 461/461 SUWARSA JONKIE L 8.5000 ZZ 373,000.00 00 06/02/00
9023429129 19652 ISLAND BAY LANE 8.2500 2 372,774.03 0 08/01/00
9023429129 F 05 2,868.05 360 07/01/30
02 HUNTINGTON BEACH CA 92648 O 1 2,868.05 60 630,000.00
3578740 461/461 MIZE WILLIAM 8.5000 ZZ 338,500.00 00 06/05/00
9023429517 1132 INDIAN SPRINGS DRIVE 8.2500 1 338,294.93 0 08/01/00
9023429517 F 05 2,602.78 360 07/01/30
02 GLENDORA CA 91741 O 1 2,602.78 79 433,500.00
3578741 461/461 PURER GERALD D 8.2500 ZZ 389,680.00 00 06/13/00
9023430820 4142 BENEDICT CANYON DRIVE 8.0000 1 389,431.51 0 08/01/00
9023430820 F 05 2,927.54 360 07/01/30
02 SHERMAN OAKS CA 91423 O 1 2,927.54 80 487,100.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 63
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578742 461/461 ESTASSI EMILE 8.6250 ZZ 434,500.00 00 06/21/00
9023432024 106 SAN BENANCIO CANYON ROAD 8.3750 2 433,865.79 0 08/01/00
9023432024 F 05 3,379.50 360 07/01/30
02 SALINAS CA 93908 O 1 3,379.50 75 585,000.00
3578743 461/461 CURA ROLAND M 8.8750 ZZ 275,500.00 14 06/12/00
9023432339 28349 COLE PLACE 8.6250 1 275,345.54 30 08/01/00
9023432339 F 05 2,192.01 360 07/01/30
02 HAYWARD CA 94544 O 1 2,192.01 95 290,000.00
3578744 461/461 GILL GEOFFREY W 9.2500 ZZ 349,000.00 00 06/14/00
9023433014 11401 WEMBLEY ROAD 9.0000 2 348,819.07 0 08/01/00
9023433014 F 05 2,871.14 360 07/01/30
02 LOS ALAMITOS CA 90720 O 1 2,871.14 75 470,000.00
3578746 461/461 MARTINS ROY A 8.7500 ZZ 408,000.00 00 06/13/00
9023434020 4007 EVERTS STREET #2E 8.5000 1 407,765.26 0 08/01/00
9023434020 F 01 3,209.74 360 07/01/30
02 SAN DIEGO CA 92109 O 1 3,209.74 80 510,000.00
3578748 461/461 LAN JERRY S 8.6250 ZZ 1,000,000.00 00 06/09/00
9023436082 6 VIA AVORIA 8.3750 1 999,409.60 0 08/01/00
9023436082 F 03 7,777.90 360 07/01/30
02 NEWPORT COAST CA 92657 O 1 7,777.90 60 1,675,440.00
3578749 461/461 WELLS RITCH 8.2500 ZZ 548,000.00 00 06/20/00
9023436876 5301 LA FOREST DRIVE 8.0000 1 547,650.55 0 08/01/00
9023436876 F 05 4,116.95 360 07/01/30
02 LA CANADA FLINTR CA 91011 O 1 4,116.95 80 685,000.00
3578750 461/461 WILDER ROBERT E 8.5000 ZZ 280,000.00 00 06/19/00
9023436959 5051 APOLLO CIRCLE 8.2500 1 279,830.37 0 08/01/00
9023436959 F 03 2,152.96 360 07/01/30
02 LOS ALAMITOS CA 90720 O 1 2,152.96 80 350,000.00
3578751 461/461 WALLO THOMAS E 8.1250 ZZ 267,600.00 00 06/09/00
9023436983 1606 HONEYSUCKLE COURT 7.8750 1 267,424.94 0 08/01/00
9023436983 F 05 1,986.93 360 07/01/30
02 ENCINITAS CA 92024 O 1 1,986.93 80 334,500.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 64
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578752 461/461 OUWERKERK DAVID B 8.1250 ZZ 375,000.00 00 06/15/00
9023437049 23323 IRIS AVENUE 7.8750 1 374,754.69 0 08/01/00
9023437049 F 05 2,784.37 360 07/01/30
02 TORRANCE CA 90505 O 1 2,784.37 71 535,000.00
3578753 461/461 NICOSIA JOHN J 8.6250 ZZ 634,000.00 00 06/21/00
9023437056 4020 BLUFF PLACE 8.3750 2 633,625.69 0 08/01/00
9023437056 F 05 4,931.19 360 07/01/30
22 LOS ANGELES CA 90731 O 1 4,931.19 67 950,000.00
3578755 461/461 LIU RICHARD 7.8750 ZZ 480,700.00 00 06/19/00
9023437072 452 MILL RIVER LANE 7.6250 1 480,369.18 0 08/01/00
9023437072 F 03 3,485.41 360 07/01/30
02 SAN JOSE CA 95134 O 1 3,485.41 80 600,888.00
3578756 461/461 MCLOUGHLIN DONNA 8.6250 ZZ 577,500.00 00 06/13/00
9023437783 4240 TRIAS STREET 8.3750 1 577,159.04 0 08/01/00
9023437783 F 05 4,491.74 360 07/01/30
22 SAN DIEGO CA 92103 O 1 4,491.74 70 825,000.00
3578757 461/461 MCCRAE DOUGLAS J 8.2500 ZZ 271,920.00 00 06/26/00
9023437940 2617 VANDERBILT LANE #B 8.0000 1 271,746.60 0 08/01/00
9023437940 F 01 2,042.85 360 07/01/30
02 REDONDO BEACH CA 90278 O 1 2,042.85 80 339,900.00
3578758 461/461 BELLOWS LOGAN G 8.6250 ZZ 480,000.00 00 06/28/00
9023438682 1176 BARCELONA DRIVE 8.3750 2 479,716.60 0 08/01/00
9023438682 F 05 3,733.40 360 07/01/30
02 SAN DIEGO CA 92107 O 1 3,733.40 75 640,000.00
3578759 461/461 PIFER CRAIG 8.2500 ZZ 288,000.00 00 06/23/00
9023439292 5520 MANSION COURT 8.0000 1 287,816.35 0 08/01/00
9023439292 F 05 2,163.65 360 07/01/30
02 LA VERNE CA 91750 O 1 2,163.65 80 360,000.00
3578760 461/461 STAVROU HARRY J 8.5000 ZZ 532,000.00 00 06/19/00
9023439615 26021 RED CORRAL ROAD 8.2500 1 531,677.71 0 08/01/00
9023439615 F 03 4,090.62 360 07/01/30
02 LAGUNA HILLS CA 92653 O 1 4,090.62 80 665,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 65
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578761 461/461 TRAN HEN D 8.5000 ZZ 650,000.00 00 06/16/00
9023440142 2533 BENTLEY RIDGE DRIVE 8.2500 1 649,606.23 0 08/01/00
9023440142 F 05 4,997.94 360 07/01/30
22 SAN JOSE CA 95138 O 1 4,997.94 51 1,299,000.00
3578762 461/461 NGUYEN NICHOLAS T 8.5000 ZZ 300,000.00 00 06/16/00
9023440373 8470 HIALEAH WAY 8.2500 1 299,818.25 0 08/01/00
9023440373 F 05 2,306.75 360 07/01/30
02 FAIR OAKS CA 95628 O 1 2,306.75 80 375,000.00
3578764 461/461 MASAKI GAYLE T 8.3750 ZZ 368,000.00 00 06/20/00
9023441975 6084 SPRINGER WAY 8.1250 1 367,771.26 0 08/01/00
9023441975 F 05 2,797.07 360 07/01/30
02 SAN JOSE CA 95123 O 1 2,797.07 80 460,000.00
3578766 461/461 RAMAY WAYNE 8.6250 ZZ 405,000.00 00 06/16/00
9023443567 565 AQUEDUCT COURT 8.3750 2 404,760.89 0 08/01/00
9023443567 F 05 3,150.05 360 07/01/30
02 SIMI VALLEY CA 93065 O 1 3,150.05 78 520,000.00
3578769 461/461 NGUYEN CAN T 8.7500 ZZ 304,000.00 00 06/19/00
9023444060 10111 NORTHAMPTON AVENUE 8.5000 1 303,825.10 0 08/01/00
9023444060 F 03 2,391.57 360 07/01/30
02 WESTMINSTER CA 92683 O 1 2,391.57 80 380,000.00
3578772 461/461 RAMOS RAFAEL 8.5000 ZZ 345,600.00 00 06/20/00
9023445448 9 CALISTOGA 8.2500 1 345,390.63 0 08/01/00
9023445448 F 03 2,657.37 360 07/01/30
02 IRVINE CA 92602 O 1 2,657.37 70 493,975.00
3578773 461/461 PUGLISI DANIEL V 8.3750 ZZ 306,400.00 00 06/15/00
9023446131 7583 MC CONNELL AVENUE 8.1250 1 306,209.55 0 08/01/00
9023446131 F 05 2,328.87 360 07/01/30
02 LOS ANGELES CA 90045 O 1 2,328.87 80 383,000.00
3578774 461/461 SMALL AHNA G 8.3750 ZZ 350,000.00 00 06/20/00
9023446545 27286 EASTVALE ROAD 8.1250 1 349,782.45 0 08/01/00
9023446545 F 05 2,660.26 360 07/01/30
02 PALOS VERDES CA 90274 O 1 2,660.26 50 700,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 66
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578775 461/461 RUF TONY A 8.3750 ZZ 290,000.00 00 06/22/00
9023446834 3182 COURSER AVENUE 8.1250 2 289,819.75 0 08/01/00
9023446834 F 05 2,204.21 360 07/01/30
02 SAN DIEGO CA 92117 O 1 2,204.21 74 392,000.00
3578776 461/461 RICKRODE DAVID A 8.2500 ZZ 325,000.00 00 06/20/00
9023446883 11 STONEMILL 8.0000 1 324,792.76 0 08/01/00
9023446883 F 03 2,441.62 360 07/01/30
02 DOVE CANYON CA 92679 O 1 2,441.62 77 425,000.00
3578777 461/461 PRICE JAMES E 8.3750 ZZ 464,000.00 00 06/22/00
9023447295 1289 BEVERLY GREEN DRIVE 8.1250 1 463,711.59 0 08/01/00
9023447295 F 05 3,526.74 360 07/01/30
02 LOS ANGELES CA 90035 O 1 3,526.74 80 580,000.00
3578779 461/461 PERDUE II JACK R 9.1250 ZZ 280,250.00 10 06/27/00
9023450067 4501 EAST MELANIE DRIVE 8.8750 1 280,000.86 30 08/01/00
9023450067 F 03 2,280.21 360 07/01/30
02 CAVE CREEK AZ 85331 O 1 2,280.21 95 295,000.00
3578782 461/461 LANGER CHRISTOPHA 8.2500 ZZ 398,000.00 00 06/28/00
9023452857 292 MORAGA WAY 8.0000 1 398,000.00 0 09/01/00
9023452857 F 05 2,990.05 360 08/01/30
02 SAN JOSE CA 95119 O 1 2,990.05 80 498,000.00
3578784 461/461 SPANO MARTHA A 8.5000 ZZ 436,000.00 00 06/27/00
9023454879 2434 DELISLE COURT 8.2500 1 435,735.86 0 08/01/00
9023454879 F 05 3,352.47 360 07/01/30
02 GLENDALE CA 91208 O 1 3,352.47 80 545,000.00
3578785 461/461 RUIZ TITO R 8.8750 ZZ 150,000.00 00 06/23/00
9023455090 4924 WEST 133RD STREET 8.6250 2 149,915.90 0 08/01/00
9023455090 F 05 1,193.47 360 07/01/30
22 HAWTHORNE AREA CA 90250 O 1 1,193.47 70 216,000.00
3578786 461/461 COHEN ERIC R 8.3750 ZZ 422,000.00 00 05/11/00
9023754104 4421 GRIMES PLACE 8.1250 1 421,473.57 0 07/01/00
9023754104 F 05 3,207.51 360 06/01/30
02 ENCINO CA 91316 O 1 3,207.51 80 527,500.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 67
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578787 461/461 RIOS THOMAS B 8.3750 ZZ 296,000.00 00 05/31/00
9023780802 11611 REAGAN STREET 8.1250 1 295,816.01 0 08/01/00
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3578788 461/461 MANNINA SCOTT 8.3750 ZZ 318,400.00 00 06/14/00
9030005763 1369 LANSING AVENUE 8.1250 1 318,202.09 0 08/01/00
9030005763 F 05 2,420.08 360 07/01/30
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3578789 461/461 WHANG CHRISTOPH 8.2500 ZZ 400,000.00 00 06/02/00
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9030010565 F 03 3,005.07 360 07/01/30
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3578790 461/461 WERNKE ROBERT F 8.3750 ZZ 344,423.00 00 05/15/00
9030010599 1220 GLENRIDGE COURT 8.1250 1 343,993.34 0 07/01/00
9030010599 F 03 2,617.87 360 06/01/30
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3578792 461/461 RICK JONATHAN L 8.3750 ZZ 300,000.00 00 06/21/00
9030016349 7014 WOODSTONE PLACE 8.1250 1 299,813.53 0 08/01/00
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3578793 461/461 SCHEIDKER ERIC J 8.1250 ZZ 280,800.00 00 06/02/00
9030017099 1521 JOSIE AVENUE 7.8750 1 262,616.31 0 08/01/00
9030017099 F 05 2,084.94 360 07/01/30
02 LONG BEACH CA 90815 O 1 2,084.94 80 351,000.00
3578794 461/461 BARBARICS JASON 8.5000 ZZ 271,200.00 00 06/07/00
9030018816 3630 MOUNTAIN VIEW AVENUE 8.2500 1 271,035.70 0 08/01/00
9030018816 F 05 2,085.30 360 07/01/30
02 PASADENA CA 91107 O 1 2,085.30 80 339,000.00
3578795 461/461 EMAMI KOUROSH 8.7500 ZZ 340,000.00 00 05/25/00
9030020259 24795 HENDON STREET 8.5000 2 339,607.33 0 07/01/00
9030020259 F 05 2,674.79 360 06/01/30
02 LAGUNA HILLS CA 92653 O 1 2,674.79 80 425,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 68
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578796 461/461 PANIAGUA ERNEST E 8.2500 ZZ 395,000.00 00 06/05/00
9030020978 717 E FAIRMOUNT ROAD 8.0000 2 394,748.12 0 08/01/00
9030020978 F 05 2,967.51 360 07/01/30
02 BURBANK CA 91501 O 1 2,967.51 80 495,000.00
3578797 461/461 DAVEY CHARLES E 8.6250 ZZ 650,000.00 00 06/21/00
9030022602 5919 FOLIGNO WAY 8.3750 5 649,616.24 0 08/01/00
9030022602 F 03 5,055.64 360 07/01/30
02 SAN JOSE CA 95138 O 1 5,055.64 52 1,250,000.00
3578799 461/461 YEE JOHN L 7.8750 ZZ 404,000.00 00 06/22/00
9030028781 6042 LITTLEFIELD DRIVE 7.6250 1 403,721.96 0 08/01/00
9030028781 F 05 2,929.29 360 07/01/30
02 HUNTINGTON BEACH CA 92648 O 1 2,929.29 80 505,000.00
3578800 461/461 WAGNER DAVID W 8.5000 ZZ 294,000.00 00 06/16/00
9030029813 9606 NIGHTINGALE AVENUE 8.2500 5 293,821.89 0 08/01/00
9030029813 F 05 2,260.61 360 07/01/30
02 FOUNTAIN VALLEY CA 92708 O 1 2,260.61 74 400,000.00
3578801 461/461 YEE-OUCHIDA LISA 8.5000 ZZ 300,000.00 00 06/15/00
9030031322 709 HARVARD AVENUE 8.2500 1 299,818.25 0 08/01/00
9030031322 F 05 2,306.75 360 07/01/30
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3578802 461/461 KENNERLY II RICHARD C 8.3750 ZZ 332,000.00 00 06/14/00
9030031397 9521 SMOKEY CIRCLE 8.1250 1 331,793.64 0 08/01/00
9030031397 F 05 2,523.44 360 07/01/30
02 HUNTINGTON BEACH CA 92646 O 1 2,523.44 80 415,000.00
3578804 461/461 BARTON CHRISTOPH 8.5000 ZZ 400,000.00 00 06/08/00
9030031603 2271 SAN GORGONIO ROAD 8.2500 1 399,757.67 0 08/01/00
9030031603 F 05 3,075.66 360 07/01/30
02 LA CANADA FLINTR CA 91011 O 1 3,075.66 69 588,000.00
3578805 461/461 CHEN LYNN 8.5000 ZZ 330,000.00 00 06/08/00
9030031892 10670 MORENGO DRIVE 8.2500 5 329,800.08 0 08/01/00
9030031892 F 05 2,537.42 360 07/01/30
22 CUPERTINO CA 95014 O 1 2,537.42 60 550,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 69
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3578807 461/461 HALIM GHANDI 8.2500 ZZ 330,000.00 00 06/19/00
9030038434 6242 SURFBOARD CIRCLE 8.0000 1 329,789.57 0 08/01/00
9030038434 F 03 2,479.18 360 07/01/30
22 HUNTINGTON BEACH CA 92648 O 1 2,479.18 63 524,000.00
3579876 E60/G01 SHAW KELVIN 8.7500 ZZ 400,000.00 00 06/13/00
0432131183 29925 VIA SERRITO 8.5000 1 399,769.86 0 08/01/00
512521 F 05 3,146.81 360 07/01/30
02 TEMECULA CA 92592 O 1 3,146.81 80 500,000.00
3579937 F36/G01 ROMVARI FRED J 9.0000 ZZ 387,000.00 00 06/23/00
0432136596 25208 153RD PLACE SE 8.7500 2 386,788.61 0 08/01/00
06401140 F 05 3,113.89 360 07/01/30
22 MONROE WA 98272 O 1 3,113.89 71 550,000.00
3583102 E22/G01 SENA LARRY A 8.5000 ZZ 188,000.00 00 06/29/00
0411998784 10342 MELVIN AVENUE 8.2500 2 188,000.00 0 09/01/00
0411998784 F 05 1,445.56 360 08/01/30
22 LOS ANGELES CA 91326 O 1 1,445.56 53 358,000.00
3583106 E22/G01 MYERS BARRY W 8.7500 ZZ 135,500.00 00 07/07/00
0412008807 1551 HORSESHOE DRIVE 8.5000 1 135,500.00 0 09/01/00
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22 ORTONVILLE MI 48462 O 1 1,065.98 69 197,500.00
3583113 E22/G01 CRABTREE DAVID 0 8.7500 ZZ 128,000.00 00 06/30/00
0412021263 33020 WINTERMUTE LANE 8.5000 1 128,000.00 0 09/01/00
0412021263 F 05 1,006.98 360 08/01/30
02 TOLLHOUSE CA 93677 O 1 1,006.98 72 178,000.00
3583116 E22/G01 FOSTER LAWRENCE D 8.3750 ZZ 364,000.00 00 06/30/00
0412024028 6895 HUNTERS WAY 8.1250 2 363,718.03 0 08/01/00
0412024028 F 05 2,766.66 360 07/01/30
02 DENHAM SPRINGS LA 70726 O 1 2,766.66 80 455,000.00
3589155 E22/G01 MATTIS MARK 8.6250 ZZ 639,200.00 00 07/07/00
0411994528 3525 LAUREL AVENUE 8.3750 1 639,200.00 0 09/01/00
0411994528 F 05 4,971.63 360 08/01/30
02 MANHATTAN BEACH CA 90266 O 1 4,971.63 80 799,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 70
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3589156 E22/G01 HALL DEREK 8.6250 ZZ 31,800.00 01 07/10/00
0412000622 4770 NW 10TH COURT 8.3750 1 31,800.00 30 09/01/00
0412000622 UNIT #304 F 01 247.34 360 08/01/30
02 PLANTATION FL 33313 O 1 247.34 95 33,500.00
3589159 E22/G01 HAMM DAVID G 8.3750 ZZ 126,000.00 11 06/19/00
0412013807 908 FULTON STREET 8.1250 2 125,921.69 25 08/01/00
0412013807 F 05 957.69 360 07/01/30
02 AURORA CO 80010 O 1 957.69 90 140,000.00
3589186 E22/G01 PAGE, JR. JON P 8.2500 ZZ 604,000.00 00 07/10/00
0412044703 4530 RHEIMS AVENUE 8.0000 1 604,000.00 0 09/01/00
0412044703 F 05 4,537.65 360 08/01/30
02 HIGHLAND PARK TX 75205 O 1 4,537.65 80 755,000.00
3590987 A06/G01 HILL DAVID 8.7500 ZZ 337,500.00 00 06/30/00
0432158251 17410 FAIRWAY DRIVE 8.5000 5 337,500.00 0 09/01/00
HILL F 05 2,655.12 360 08/01/30
02 DETROIT MI 48221 O 1 2,655.12 75 450,000.00
3592288 F27/F27 TARPEY JOHN P 8.0000 ZZ 434,500.00 00 06/28/00
6061116050 9654 SHERMAN OAKS COURT 7.7500 1 434,208.46 0 08/01/00
6061116050 F 05 3,188.21 360 07/01/30
02 FAIRFAX VA 22032 O 1 3,188.21 80 543,125.00
3592399 168/168 RIBAUDO MARK A 8.6250 ZZ 262,400.00 00 07/05/00
0189610395 35 LAKEVIEW ROAD 8.3750 1 262,400.00 0 09/01/00
0189610395 F 05 2,040.92 360 08/01/30
02 NORTH SALEM NY 10560 O 1 2,040.92 80 328,000.00
3593315 E22/G01 BRADFORD LARCE 9.0000 ZZ 68,400.00 04 07/06/00
0412029993 5517 HOLLIS 8.7500 2 68,400.00 25 09/01/00
0412029993 F 05 550.36 360 08/01/30
02 SPENCER OK 73084 O 1 550.36 89 77,000.00
3595611 926/926 MCDONNELL RHETT M 8.7500 ZZ 207,000.00 00 06/30/00
163019684 3 FAIRWAY DRIVE 8.5000 1 206,880.91 0 08/01/00
163019684 F 03 1,628.47 360 07/01/30
22 BLUFFTON SC 29910 O 1 1,628.47 75 276,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 71
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3596137 T35/G01 HO BRYAN T 7.8750 ZZ 148,250.00 00 06/30/00
0400295531 7154 PEABODY STREET 7.6250 2 148,250.00 0 09/01/00
0400295531 F 05 1,074.92 360 08/01/30
02 LONG BEACH CA 90808 O 1 1,074.92 66 225,000.00
3597148 168/168 MCQUADE LAWRENCE R 8.0000 ZZ 324,000.00 00 07/05/00
0189565128 8 MARYS LANE 7.7500 1 324,000.00 0 09/01/00
0189565128 F 05 2,377.40 360 08/01/30
02 CENTERPORT NY 11721 O 1 2,377.40 80 405,000.00
3597386 227/G01 KERSTIENS RICHARD J 8.7500 ZZ 372,000.00 00 06/23/00
0432133882 330 THORN APPLE WAY 8.5000 1 371,785.97 0 08/01/00
062300 F 03 2,926.53 360 07/01/30
02 CASTLE ROCK CO 80104 O 1 2,926.53 80 465,000.00
3597502 696/G01 UPTON JR DENNIS L 8.2500 ZZ 324,800.00 00 07/06/00
0432133254 35865 BOWEN PLACE 8.0000 2 324,800.00 0 09/01/00
10000002 F 05 2,440.11 360 08/01/30
02 PURCELLVILLE VA 20132 O 1 2,440.11 80 406,000.00
3598268 E84/G01 WATERMAN RANDAL A 8.5000 ZZ 316,000.00 00 06/23/00
0432146553 1812 NE 244TH AVENUE 8.2500 1 315,808.56 0 08/01/00
41800002 F 05 2,429.77 360 07/01/30
02 CAMAS WA 98607 O 1 2,429.77 80 395,000.00
3598393 E84/G01 LINDERMAN RUSSELL J 8.5000 ZZ 325,000.00 00 06/30/00
0432146538 14305 WEST LYLE COURT 8.2500 1 324,803.11 0 08/01/00
11103221 F 03 2,498.97 360 07/01/30
02 GREEN OAKS IL 60048 O 1 2,498.97 74 444,718.00
3598414 E22/G01 GERMANO JENNIFER 8.7500 ZZ 87,500.00 00 07/05/00
0411932270 1160 KENNY WAY 8.5000 2 87,500.00 0 09/01/00
0411932270 F 05 688.36 360 08/01/30
22 CARSON CITY NV 89701 O 1 688.36 68 130,000.00
3598421 E22/G01 AKERS DONALD L 8.7500 ZZ 55,500.00 00 07/07/00
0412009623 333 HUTCHINSON 8.5000 5 55,500.00 0 09/01/00
0412009623 F 05 436.62 360 08/01/30
02 KALAMAZOO MI 49001 O 1 436.62 72 78,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 72
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3598429 E22/G01 WEDIN JAMES A 8.8750 ZZ 138,000.00 00 07/06/00
0412025108 7759 COUNTRY LANE 8.6250 5 138,000.00 0 09/01/00
0412025108 F 05 1,097.99 360 08/01/30
22 PLEASANTON CA 94566 O 1 1,097.99 10 1,500,000.00
3598434 E22/G01 PAREJA LUCIANO 9.1250 ZZ 52,250.00 10 07/12/00
0412033474 5150 RIDGESTONE LANE 8.8750 1 52,250.00 25 09/01/00
0412033474 F 03 425.12 360 08/01/30
02 HOUSTON TX 77053 O 1 425.12 95 55,000.00
3598436 E22/G01 GRAFF ROBERT Y 8.5000 ZZ 285,250.00 00 07/07/00
0412034654 8210 WINDSOR CREST COURT 8.2500 1 285,250.00 0 09/01/00
0412034654 F 03 2,193.33 360 08/01/30
02 LAS VEGAS NV 89123 O 1 2,193.33 80 356,608.00
3598551 E84/G01 JACKSON BARBARA A 9.0000 ZZ 265,000.00 00 06/01/00
0432146629 27 VISTA VIEW COURT 8.7500 2 264,855.25 0 08/01/00
16400067 F 09 2,132.25 360 07/01/30
02 SAN FRANCISCO CA 94124 O 1 2,132.25 76 350,000.00
3598694 E84/G01 KLETZ ANN E 8.6250 ZZ 300,000.00 00 06/23/00
0432146660 5601 BROADWAY 8.3750 1 299,822.88 0 08/01/00
23001230 F 05 2,333.37 360 07/01/30
02 OAKLAND CA 94618 O 1 2,333.37 80 375,000.00
3598767 E84/G01 HAZUKA THOMAS B 8.7500 T 650,000.00 00 06/09/00
0432146512 17615 SUNNIT AVENUE 8.5000 1 649,626.03 0 08/01/00
75300130 F 05 5,113.55 360 07/01/30
02 GUERNEVILLE CA 95446 O 1 5,113.55 72 910,000.00
3599018 E84/G01 BARKSDALE CRAIG M 8.5000 ZZ 334,400.00 00 06/01/00
0432146587 3730 GAVIOTA PLACE 8.2500 1 334,197.42 0 08/01/00
75500134 F 03 2,571.25 360 07/01/30
02 DAVIS CA 95616 O 1 2,571.25 80 418,000.00
3599099 E84/G01 WHITLEY SHANNON 8.3750 ZZ 340,000.00 00 06/14/00
0432146603 1118 PARK AVENUE 8.1250 1 339,788.67 0 08/01/00
53500068 F 05 2,584.25 360 07/01/30
22 ALAMEDA CA 94501 O 1 2,584.25 80 425,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 73
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3599199 E84/G01 DAGO PEDRO L 8.6250 ZZ 354,400.00 00 06/08/00
0432146405 5716 NORTH SACRAMENTO AVENUE 8.3750 2 354,190.76 0 08/01/00
11203365 F 05 2,756.49 360 07/01/30
02 NORTHBROOK IL 60659 O 1 2,756.49 80 443,000.00
3599221 168/168 MCCALL JAMES R 8.3750 ZZ 256,000.00 00 06/29/00
0209455543 418 ARBOR COURT 8.1250 1 255,840.89 0 08/01/00
0209455543 F 05 1,945.78 360 07/01/30
02 LIBERTYVILLE IL 60048 O 1 1,945.78 80 320,000.00
3599333 E84/G01 CARL JOSH I 8.7500 ZZ 280,000.00 00 06/26/00
0432146421 657 CHESTNUT 8.5000 1 279,838.91 0 08/01/00
11004996 F 05 2,202.76 360 07/01/30
02 DEERFIELD IL 60015 O 1 2,202.76 70 405,000.00
3599377 E84/G01 KISH THOMAS J 8.8750 ZZ 319,200.00 00 06/23/00
0432146652 439 WEST BLACKHAWK STREET 7 8.6250 1 319,021.05 0 08/01/00
11203661 F 09 2,539.70 360 07/01/30
02 CHICAGO IL 60610 O 1 2,539.70 80 399,000.00
3600814 E22/G01 BALDWIN JODY H 8.3750 ZZ 171,000.00 00 07/03/00
0412026452 2625 KOKOMO ROAD 8.1250 1 171,000.00 0 09/01/00
0412026452 F 05 1,299.72 360 08/01/30
22 HAIKU HI 96708 O 1 1,299.72 33 521,000.00
3600819 E22/G01 PETELL JAMES K 8.6250 ZZ 486,300.00 00 07/12/00
0412040925 16825 MEYER LANE 8.3750 1 486,300.00 0 09/01/00
0412040925 F 05 3,782.39 360 08/01/30
02 GRASS VALLEY CA 95949 O 1 3,782.39 80 608,000.00
3601683 E82/G01 EMERY GERARD J 8.6250 ZZ 420,000.00 00 07/13/00
0400288668 9 OLD FOREST ROAD 8.3750 1 420,000.00 0 09/01/00
0400288668 F 03 3,266.72 360 08/01/30
02 NEWTOWN SQUARE PA 19073 O 1 3,266.72 80 525,000.00
3601684 E82/G01 GEBOY DEBORAH 8.3750 ZZ 171,000.00 04 07/07/00
0400262358 475 NORTH MAIN STREET 8.1250 2 171,000.00 30 09/01/00
0400262358 F 05 1,299.72 360 08/01/30
02 WEST MANSFIELD OH 43358 O 1 1,299.72 95 180,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 74
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3601831 F36/G01 JAMES III MORTON S 7.8750 ZZ 353,000.00 00 09/21/99
0432154318 1421 WEST BAY DRIVE NW 7.6250 4 352,740.68 0 08/01/00
5000718 F 05 2,575.88 351 10/01/29
02 OLYMPIA WA 98502 O 1 2,575.88 62 570,000.00
3601871 E82/G01 HOWARD JOHN 8.6250 ZZ 345,900.00 00 07/06/00
0400271029 1817 GREENBERRY ROAD 8.3750 2 345,900.00 0 09/01/00
0400271029 F 05 2,690.37 360 08/01/30
02 BALTIMORE MD 21209 O 1 2,690.37 79 442,000.00
3604724 E22/G01 CLARKE JOHN 8.7500 ZZ 308,400.00 00 07/14/00
0412026973 30624 TURTLE CREEK 8.5000 1 308,400.00 0 09/01/00
0412026973 F 05 2,426.19 360 08/01/30
02 FARMINGTON HILLS MI 48331 O 1 2,426.19 80 385,500.00
3604737 E22/G01 BORCHARDT LAWRENCE D 8.6250 ZZ 165,000.00 00 07/10/00
0412034951 3314 WEST 11TH AVENUE DRIVE 8.3750 5 165,000.00 0 09/01/00
0412034951 F 05 1,283.35 360 08/01/30
02 BROOMFIELD CO 80020 O 1 1,283.35 73 228,000.00
3604747 E22/G01 PALACIOS RAFAEL 8.5000 ZZ 436,000.00 00 07/14/00
0412046971 9 PUMPKIN CAY ROAD, UNIT#PC-9A 8.2500 1 436,000.00 0 09/01/00
0412046971 F 01 3,352.46 360 08/01/30
02 KEY LARGO FL 33037 O 1 3,352.46 80 545,000.00
3604894 696/G01 VARGAS CECILIA Q 8.6250 ZZ 90,650.00 00 07/14/00
0432138246 19017 CHERRY BEND DRIVE 8.3750 1 90,650.00 0 09/01/00
30200067 F 09 705.07 360 08/01/30
22 GERMANTOWN MD 20874 O 1 705.07 70 129,500.00
3604898 696/G01 BROWN CHRISTOPHW 8.5000 ZZ 469,600.00 00 06/30/00
0432137628 2391 NORTH DANVILLE STREET 8.2500 1 469,315.51 0 08/01/00
25300056 F 05 3,610.82 360 07/01/30
02 ARLINGTON VA 22207 O 1 3,610.82 80 587,000.00
3605449 E82/G01 KUTRIK JOHN 8.7500 ZZ 162,400.00 00 07/07/00
0400287561 1035 WINTHROPE PARK DRIVE 8.5000 2 162,400.00 0 09/01/00
0400287561 F 03 1,277.60 360 08/01/30
02 ALPHARETTA GA 30004 O 1 1,277.60 80 203,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 75
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3605487 E86/G01 HIGH DANNY 9.0000 ZZ 28,500.00 10 06/23/00
0432173144 1806 ADAMS 8.7500 1 28,484.43 30 08/01/00
07001176 F 05 229.32 360 07/01/30
02 TILTON IL 61833 O 1 229.32 95 30,000.00
3605870 765/G01 MOHAMED FIFI 8.5000 ZZ 384,000.00 00 06/29/00
0432150936 782 DANFORTH TERRACE 8.2500 2 383,767.37 0 08/01/00
182609 F 09 2,952.63 360 07/01/30
22 SUNNYVALE CA 94087 O 1 2,952.63 73 530,000.00
3610117 637/G01 PARNALA GODOFREDO 8.7500 ZZ 312,000.00 00 06/23/00
0432142651 355 IRVINGTON STREET 8.5000 1 311,820.49 0 08/01/00
0021466057 F 05 2,454.51 360 07/01/30
02 DALY CITY CA 94014 O 1 2,454.51 80 390,000.00
3612332 136/136 BARKHORDAR SAGHI 8.5000 ZZ 220,000.00 00 06/30/00
4596450 891 ELDA LANE 8.2500 1 219,866.72 0 08/01/00
4596450 F 05 1,691.61 360 07/01/30
22 WESTBURY NY 11590 O 1 1,691.61 74 300,000.00
3615249 964/G01 BURK WILLIAM R 8.3750 ZZ 290,000.00 00 07/12/00
0432176279 26272 CANNES CIRCLE 8.1250 1 290,000.00 0 09/01/00
81980 F 03 2,204.21 360 08/01/30
22 MISSION VIEJO CA 92692 O 1 2,204.21 58 500,000.00
3616882 E22/G01 WELLS CONE J 8.5000 ZZ 160,000.00 00 06/29/00
0411994312 12907 BLANCHE COKER DRIVE 8.2500 1 159,903.06 0 08/01/00
0411994312 F 03 1,230.27 360 07/01/30
22 SAN ANTONIO TX 78216 O 1 1,230.26 52 310,400.00
3616889 E22/G01 RUSSELL PAUL 8.7500 ZZ 82,000.00 00 07/13/00
0412021693 28068 CEDAR HILL ROAD 8.5000 2 82,000.00 0 09/01/00
0412021693 F 05 645.09 360 08/01/30
02 ARDMORE AL 35739 O 1 645.09 74 111,000.00
3616897 E22/G01 MACADAEG BERNADETTC 8.5000 ZZ 320,000.00 00 07/11/00
0412034894 128 ADA AVENUE UNIT#2 8.2500 5 320,000.00 0 09/01/00
0412034894 F 01 2,460.52 360 08/01/30
02 MOUNTAIN VIEW CA 94043 O 1 2,460.52 61 525,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 76
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3617000 696/G01 GILKESON JAMES W 8.1250 ZZ 277,400.00 00 07/14/00
0432144426 6129 MOUNTAIN SPRINGS LANE 7.8750 1 277,400.00 0 09/01/00
24600125 F 03 2,059.69 360 08/01/30
02 CLIFTON VA 20124 O 1 2,059.69 75 369,900.00
3617002 696/G01 GAMBOA MARIO R 8.5000 ZZ 199,900.00 00 07/17/00
0432143816 865 NORTH NOTTINGHAM STREET 8.2500 1 199,900.00 0 09/01/00
22600097 F 05 1,537.06 360 08/01/30
02 ARLINGTON VA 22205 O 1 1,537.06 80 249,900.00
3617044 E84/G01 SANTOS MARIA 8.7500 ZZ 360,000.00 00 06/14/00
0432146397 3297 FOLSOM STREET 8.5000 5 359,792.88 0 08/01/00
75300203 F 07 2,832.12 360 07/01/30
02 SAN FRANCISCO CA 94110 O 1 2,832.12 50 725,000.00
3617114 E84/G01 WILSON ERICH 8.7500 ZZ 280,000.00 00 06/28/00
0432146363 6849 DOMINGO DRIVE 8.5000 1 279,838.91 0 08/01/00
75500748 F 03 2,202.76 360 07/01/30
02 RANCHO MURIETA CA 95683 O 1 2,202.76 80 350,000.00
3617197 637/G01 SPENCER JOSEPH 9.0000 ZZ 109,250.00 01 06/26/00
0432146751 7745 SUMMER PLACE 8.7500 1 109,190.33 30 08/01/00
0017683749 F 05 879.05 360 07/01/30
02 BATON ROUGE LA 70811 O 4 879.05 95 115,000.00
3617257 637/G01 CHEEMA HEIDI 8.5000 ZZ 278,400.00 00 06/27/00
0432167971 6889 MAPLE DRIVE 8.2500 1 278,231.34 0 08/01/00
0019587468 F 05 2,140.66 360 07/01/30
02 DUBLIN CA 94568 O 1 2,140.66 80 348,000.00
3619490 E84/G01 HOUTZ LESTER C 8.6250 T 650,000.00 00 07/12/00
0432146819 4915 30TH PLACE NW 8.3750 1 650,000.00 0 09/01/00
80010136 F 05 5,055.63 360 08/01/30
02 WASHINGTON DC 20008 O 1 5,055.63 70 941,100.00
3619762 E82/G01 DINSMORE RICHARD 8.7500 ZZ 262,000.00 04 07/12/00
0400294435 21511 SITIO VERANO 8.5000 2 262,000.00 12 09/01/00
0400294435 F 03 2,061.16 360 08/01/30
02 LAKE FOREST CA 92630 O 1 2,061.16 83 316,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 77
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3619764 E82/G01 LANDERS PEGGY 7.8750 ZZ 237,400.00 00 07/17/00
0400299665 19250 SIXPENNY LANE 7.6250 1 237,400.00 0 09/01/00
0400299665 F 03 1,721.31 360 08/01/30
02 MONUMENT CO 80132 O 1 1,721.31 49 487,400.00
3621011 E22/G01 BRINGHURST DENNIS L 8.3750 ZZ 358,000.00 00 07/12/00
0412024069 2047 ESSENAY AVENUE 8.1250 2 358,000.00 0 09/01/00
0412024069 F 05 2,721.06 360 08/01/30
02 WALNUT CREEK CA 94596 O 1 2,721.06 69 520,000.00
3621015 E22/G01 SARKISIAN ANDREA 8.3750 ZZ 360,700.00 00 07/07/00
0412032716 1745 HAVEMEYER LANE 8.1250 1 360,700.00 0 09/01/00
0412032716 F 05 2,741.58 360 08/01/30
02 REDONDO BEACH CA 90278 O 1 2,741.58 80 450,900.00
3621486 B37/G01 SMITH CRAIG A 8.8750 ZZ 269,645.00 00 07/14/00
0432177277 1901 WARWICK CRESCENT COURT 8.6250 1 269,645.00 0 09/01/00
558459 F 03 2,145.42 360 08/01/30
02 DENTON TX 76226 O 1 2,145.42 80 337,557.00
3622285 E84/G01 TENNA SEBHAT 8.8750 ZZ 274,075.00 10 07/07/00
0432146645 9410 18TH AVENUE SOUTHWEST 8.6250 1 274,075.00 30 09/01/00
61501401 F 05 2,180.66 360 08/01/30
02 SEATTLE WA 98106 O 1 2,180.66 95 288,500.00
3623461 168/168 DILEMME JOSEPH 8.7500 ZZ 340,000.00 00 07/12/00
0189611391 393 STEWART AVENUE 8.5000 1 340,000.00 0 09/01/00
0189611391 F 05 2,674.78 360 08/01/30
02 GARDEN CIIY NY 11530 O 1 2,674.78 42 825,000.00
3623531 M32/M32 JAIN SANJEEV 8.1250 ZZ 400,000.00 00 05/10/00
503532004 45 JERNEE DRIVE 7.8750 1 399,474.91 0 07/01/00
503532004 F 05 2,969.99 360 06/01/30
02 EAST BRUNSWICK NJ 08816 O 1 2,969.99 100 400,000.00
3623853 M32/M32 SHAY STEPHEN W 8.3750 ZZ 839,000.00 00 06/14/00
503614208 14230 194TH AVE NE 8.1250 1 838,478.51 0 08/01/00
503614208 F 05 6,377.01 360 07/01/30
02 WOODINVILLE WA 98072 O 1 6,377.01 100 839,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 78
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3623880 M32/M32 FAYYAD KAMEEL M 8.5000 ZZ 560,000.00 00 06/30/00
503290405 4008 VIRGILIA STREET 8.2500 1 559,660.75 0 08/01/00
503290405 F 05 4,305.92 360 07/01/30
02 CHEVY CHASE MD 20815 O 1 4,305.92 100 560,000.00
3623935 M32/M32 JEZNACH JEFFREY F 8.3750 ZZ 400,000.00 00 06/30/00
503340804 21 BRINDLE PATH 8.1250 1 399,751.38 0 08/01/00
503340804 F 05 3,040.29 360 07/01/30
02 SHREWBURY MA 01545 O 1 3,040.29 73 550,000.00
3623956 M32/M32 CALLAHAN MICHAEL F 8.3750 ZZ 560,000.00 00 06/30/00
503331100 10 SMITH LANE 8.1250 1 559,651.92 0 08/01/00
503331100 F 05 4,256.41 360 07/01/30
02 SWAMPSCOTT MA 01907 O 1 4,256.41 100 560,000.00
3624924 E22/G01 ADCOCK WILLIAM E 8.8750 ZZ 172,000.00 00 07/20/00
0412015125 4115 DANCEGLEN DRIVE 8.6250 1 172,000.00 0 09/01/00
0412015125 F 03 1,368.51 360 08/01/30
02 COLORADO SPRINGS CO 80906 O 1 1,368.51 80 215,000.00
3624927 E22/G01 MABALE MELVIN G 8.5000 ZZ 188,500.00 11 07/13/00
0412027633 11800 VERMONT DRIVE 8.2500 1 188,500.00 30 09/01/00
0412027633 F 03 1,449.40 360 08/01/30
02 RANCHO CUCAMONGA CA 91730 O 1 1,449.40 95 198,467.00
3624931 E22/G01 MCCARTHY DENNIS G 8.5000 T 350,000.00 00 07/18/00
0412031890 12 HIGHPOINT DRIVE 8.2500 1 350,000.00 0 09/01/00
0412031890 F 05 2,691.20 360 08/01/30
02 GULF BREEZE FL 32561 O 1 2,691.20 62 570,000.00
3625068 757/G01 BUCKLEY JOHN F 7.8750 ZZ 320,000.00 00 07/17/00
0432181311 133 MURPHY ROAD 7.6250 1 320,000.00 0 09/01/00
4209623 F 05 2,320.23 360 08/01/30
02 PENDLETON SC 29670 O 1 2,320.23 80 400,000.00
3625521 696/G01 CALKINS DAVID E 8.6250 ZZ 639,200.00 00 07/19/00
0432150803 14048 LEE HIGHWAY 8.3750 1 639,200.00 0 09/01/00
50100068 F 05 4,971.63 360 08/01/30
02 AMISSVILLE VA 20106 O 1 4,971.63 80 799,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 79
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3625522 696/G01 SLACK GARY C 8.0000 ZZ 400,000.00 00 07/19/00
0432150878 19417 DIAMOND COURT 7.7500 1 400,000.00 0 09/01/00
21400006 F 05 2,935.06 360 08/01/30
02 LEESBURG VA 20175 O 1 2,935.06 73 552,967.00
3627195 E84/G01 TAJALLI FRED F 8.6250 ZZ 360,000.00 00 07/05/00
0432164192 5150 REDWOOD ROAD 8.3750 1 360,000.00 0 09/01/00
53500040 F 05 2,800.04 360 08/01/30
02 OAKLAND CA 94619 O 1 2,800.04 60 600,000.00
3627353 313/G01 CARMICHAEL 1V DANIEL L 8.7500 ZZ 353,000.00 00 07/10/00
0432160992 290 RIVER COVE ROAD 8.5000 4 352,796.90 0 08/01/00
0006859995 F 05 2,777.06 360 07/01/30
02 SOCIAL CIRCLE GA 30025 O 1 2,777.06 74 480,000.00
3628299 E22/G01 BERMUDEZ, JR RAUL 8.0000 ZZ 280,000.00 00 07/19/00
0411862204 553 NORTH 17TH STREET 7.7500 1 280,000.00 0 09/01/00
0411862204 F 05 2,054.54 360 08/01/30
02 SAN JOSE CA 95112 O 1 2,054.54 80 350,000.00
3628300 E22/G01 JOLLEY, JR ROBERT L 8.5000 ZZ 323,800.00 00 07/21/00
0411934805 7411 BELLINGHAM DRIVE 8.2500 1 323,800.00 0 09/01/00
0411934805 F 05 2,489.74 360 08/01/30
02 KNOXVILLE TN 37919 O 1 2,489.74 80 404,750.00
3628314 E22/G01 KAVANAGH MICHELE M 8.3750 ZZ 265,600.00 00 07/21/00
0412025439 6312 SOFT THUNDER TRAIL 8.1250 1 265,600.00 0 09/01/00
0412025439 F 03 2,018.75 360 08/01/30
02 COLUMBIA MD 21045 O 1 2,018.75 80 332,000.00
3628755 696/G01 DUDAR MARY E 8.8750 ZZ 192,500.00 00 07/20/00
0432153237 14505 MILLTOWN ROAD 8.6250 1 192,500.00 0 09/01/00
24000087 F 05 1,531.62 360 08/01/30
02 LOVETTSVILLE VA 20180 O 1 1,531.62 70 275,000.00
3628882 815/G01 YOUMANS DAN E 8.0000 ZZ 360,000.00 00 06/23/00
0432168698 7471 FALKLAND DRIVE 7.7500 1 359,758.44 0 08/01/00
313271 F 03 2,641.56 360 07/01/30
02 GAINESVILLE VA 20155 O 1 2,641.56 80 450,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 80
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629080 405/405 ARMENT KEITH R 8.2500 ZZ 302,100.00 00 07/25/00
11697695 5521 GOLDEN HEIGHTS DRIVE 8.0000 1 301,907.36 0 08/01/00
11697695 F 05 2,269.58 360 07/01/30
02 FAYETTEVILLE NY 13066 O 1 2,269.58 80 377,650.00
3629082 405/405 STAFFORD DONALD R 8.2500 ZZ 437,200.00 00 07/25/00
11755758 3226 RIVER FOREST DRIVE 8.0000 1 436,921.21 0 08/01/00
11755758 F 03 3,284.54 360 07/01/30
02 RICHMOND TX 77469 O 1 3,284.54 80 546,500.00
3629084 405/405 MERZA HUSSAIN 8.7500 ZZ 350,000.00 00 07/25/00
11766680 3557 CROWNRIDGE COURT 8.5000 1 350,000.00 0 09/01/00
11766680 F 05 2,753.45 360 08/01/30
22 FAIRFIELD CA 94533 O 1 2,753.45 80 440,000.00
3629085 405/405 WILLIAMS DAVID R 8.5000 ZZ 330,000.00 00 07/25/00
11770690 8140 LAKELAND DRIVE 8.2500 1 329,800.09 0 09/01/00
11770690 F 05 2,537.41 360 08/01/30
02 GRANITE BAY CA 95746 O 1 2,537.41 69 485,000.00
3629086 405/405 MUTTI JOSEPH A 8.3750 ZZ 511,900.00 00 07/25/00
11771615 5830 MEADERS LANE 8.1250 1 511,581.83 0 08/01/00
11771615 F 05 3,890.81 360 07/01/30
02 DALLAS TX 75230 O 1 3,890.81 80 639,900.00
3629087 405/405 PARMALEE BERNARD 8.5000 ZZ 290,000.00 00 07/25/00
11775319 10000 LAKE VISTA CIRCLE 8.2500 1 289,824.32 0 09/01/00
11775319 F 03 2,229.85 360 08/01/30
02 DAVIE FL 33328 O 1 2,229.85 54 538,814.00
3629088 405/405 VELLANDI ALEXANDERS 8.7500 ZZ 328,000.00 00 07/25/00
16678476 4 ANDISSA 8.5000 1 328,000.00 0 09/01/00
16678476 F 03 2,580.38 360 08/01/30
02 IRVINE CA 92614 O 1 2,580.38 80 410,000.00
3629089 405/405 ZURZOLO VINCENT P 8.2500 ZZ 540,000.00 00 07/25/00
16708026 11239 MONTANA AVENUE 8.0000 1 540,000.00 0 09/01/00
16708026 F 05 4,056.84 360 08/01/30
02 LOS ANGELES CA 90049 O 1 4,056.84 52 1,040,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 63
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629090 405/405 BOGART STEVEN L 8.3750 ZZ 619,500.00 00 07/25/00
16716219 16312 WAYFARER LANE 8.1250 1 619,500.00 0 09/01/00
16716219 F 05 4,708.65 360 08/01/30
22 HUNTINGTON BEACH CA 92649 O 1 4,708.65 70 885,000.00
3629091 405/405 ACKER TERRI L 8.5000 ZZ 275,250.00 00 07/25/00
16718603 30568 ROADRUNNER RIDGE 8.2500 1 275,250.00 0 09/01/00
16718603 F 05 2,116.44 360 08/01/30
22 VALLEY CENTER CA 92082 O 1 2,116.44 75 367,000.00
3629092 405/405 LANGE SUSAN 8.8750 ZZ 390,000.00 00 07/25/00
16736696 54 PROSPECT AVENUE 8.6250 1 390,000.00 0 09/01/00
16736696 F 05 3,103.02 360 08/01/30
22 SEA CLIFF NY 11579 O 2 3,103.02 65 600,000.00
3629093 405/405 CORNEJO RICARDO J 8.3750 ZZ 279,200.00 00 07/25/00
16738775 11301 STEVENS AVENUE 8.1250 1 279,200.00 0 09/01/00
16738775 F 05 2,122.13 360 08/01/30
22 CULVER CITY CA 90230 O 1 2,122.13 80 349,000.00
3629094 405/405 DEMENT R B 8.3750 ZZ 441,000.00 00 07/25/00
16752594 13540 WEST MCCARTHY ROAD 8.1250 5 441,000.00 0 09/01/00
16752594 F 05 3,351.92 360 08/01/30
02 LEMONT IL 60439 O 1 3,351.92 37 1,200,000.00
3629095 405/405 KUHN GARY Q 8.3750 ZZ 256,000.00 00 07/25/00
16753667 43 HATTON AVENUE 8.1250 2 256,000.00 0 09/01/00
16753667 F 05 1,945.79 360 08/01/30
02 SPRECKELS CA 93962 O 1 1,945.79 80 320,000.00
3629096 405/405 HUNTER LISA P 8.3750 ZZ 360,000.00 00 07/25/00
16754681 136 CORDOVA WALK 8.1250 1 360,000.00 0 09/01/00
16754681 F 05 2,736.26 360 08/01/30
02 LONG BEACH CA 90803 O 1 2,736.26 80 450,000.00
3629097 405/405 CLARK DANIEL J 8.2500 ZZ 290,000.00 00 07/25/00
16755753 5902 FLINTSHIRE COURT 8.0000 1 290,000.00 0 09/01/00
16755753 F 05 2,178.68 360 08/01/30
02 DALLAS TX 75252 O 1 2,178.68 69 425,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 82
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629098 405/405 BERRY PATRICK R 8.5000 ZZ 372,000.00 00 07/25/00
16757932 13312 VIEW RIDGE COURT 8.2500 1 372,000.00 0 09/01/00
16757932 F 05 2,860.36 360 08/01/30
02 AUSTIN TX 78737 O 1 2,860.36 79 472,000.00
3629099 405/405 TALLMAN KENNETH P 8.5000 ZZ 375,000.00 00 07/25/00
16759573 17431 BLUE JAY DRIVE 8.2500 1 375,000.00 0 09/01/00
16759573 F 03 2,883.43 360 08/01/30
02 MORGAN HILL CA 95037 O 1 2,883.43 51 748,000.00
3629100 405/405 DANSICKER ANDREW M 8.2500 ZZ 295,150.00 00 07/25/00
16759680 12306 STEEPLECHASE DR 8.0000 1 295,150.00 0 09/01/00
16759680 F 03 2,217.37 360 08/01/30
02 REISTERSTOWN MD 21136 O 1 2,217.37 80 368,979.00
3629101 405/405 CUNHA JOANNE 8.6250 ZZ 284,000.00 00 07/25/00
16759698 2315 EAGLE CREEK LANE 8.3750 1 284,000.00 0 09/01/00
16759698 F 05 2,208.93 360 08/01/30
02 OXNARD CA 93030 O 1 2,208.93 80 355,000.00
3629102 405/405 MAYCROFT PAMELA S 8.5000 ZZ 360,000.00 00 07/25/00
16760233 2746 STANTON HEIGHTS COUR 8.2500 1 360,000.00 0 09/01/00
16760233 F 05 2,768.09 360 08/01/30
02 CASTRO VALLEY CA 94546 O 1 2,768.09 80 450,000.00
3629103 405/405 KANURI RAMBABU 8.2500 ZZ 302,400.00 00 07/25/00
16761835 43653 WINTHROP COURT 8.0000 1 302,400.00 0 09/01/00
16761835 F 03 2,271.84 360 08/01/30
02 ASBURN VA 20147 O 1 2,271.84 80 378,048.00
3629104 405/405 BURNETT ALAN D 8.6250 ZZ 392,000.00 00 07/25/00
16763187 4848 RUE CALAIS 8.3750 1 392,000.00 0 09/01/00
16763187 F 05 3,048.94 360 08/01/30
02 SAN JOSE CA 95136 O 1 3,048.94 80 490,000.00
3629105 405/405 PAINTEN JAMES 8.3750 ZZ 332,000.00 00 07/25/00
16765737 90 NORTH MAIN STREET 8.1250 1 332,000.00 0 09/01/00
16765737 F 05 2,523.44 360 08/01/30
02 ESSEX CT 06426 O 1 2,523.44 80 415,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 83
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629106 405/405 GALLEGOS JOSE L 8.1250 ZZ 294,000.00 00 07/25/00
16766990 280 AVIANO PL 7.8750 1 294,000.00 0 09/01/00
16766990 F 05 2,182.95 360 08/01/30
02 GOLETA CA 93117 O 1 2,182.95 80 367,500.00
3629107 405/405 WELLER JAMES 8.3750 ZZ 349,000.00 00 07/25/00
16767741 14 PLYMOUTH RD 8.1250 1 349,000.00 0 09/01/00
16767741 F 05 2,652.66 360 08/01/30
02 DIX HILLS NY 11746 O 1 2,652.66 70 499,000.00
3629109 405/405 GONZALEZ BERNARDO 8.3750 ZZ 351,920.00 00 07/25/00
16777021 29 TIMBERLAND 8.1250 1 351,920.00 0 09/01/00
16777021 F 03 2,674.85 360 08/01/30
22 ALISO VIEJO CA 92656 O 1 2,674.85 80 439,900.00
3629200 405/405 GOULD JAMES W 8.2500 ZZ 450,000.00 00 07/25/00
11726437 933 SECOND STREET 7.7500 1 449,713.05 0 08/01/00
11726437 F 05 3,380.70 360 07/01/30
02 CORONADO CA 92118 O 1 3,380.70 72 626,000.00
3629201 405/405 ANTIERI PAUL J 7.0000 ZZ 649,950.00 00 12/21/98
15556863 346 N LAS CASAS AVE 6.5000 2 639,278.03 0 02/01/99
15556863 F 05 4,324.14 360 01/01/29
02 PACIFIC PALISADE CA 90272 O 1 4,324.14 77 850,000.00
3629202 405/405 ACKERMAN STEVE 8.2500 ZZ 439,200.00 00 07/25/00
16665127 22717 SPARROWDELL DRIVE 7.7500 1 438,919.93 0 08/01/00
16665127 F 05 3,299.57 360 07/01/30
02 CALABASAS CA 91302 O 1 3,299.57 80 549,000.00
3629203 405/405 GRIGORIAN JORES 8.3750 ZZ 290,550.00 00 07/25/00
16672123 5733 OCEAN VIEW BLVD 7.8750 1 290,550.00 0 09/01/00
16672123 F 05 2,208.39 360 08/01/30
02 LA CANADA CA 91011 O 1 2,208.39 65 447,000.00
3629204 405/405 GAMBOA MARCO A 8.8750 ZZ 280,000.00 00 07/25/00
16711376 5053 COLLEGE VIEW AVE 8.3750 1 279,843.02 0 08/01/00
16711376 F 05 2,227.81 360 07/01/30
02 LOS ANGELES CA 90041 O 1 2,227.81 80 350,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 84
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629205 405/405 GARABEDIAN RAFFI 8.3750 ZZ 320,000.00 00 07/25/00
16724924 3164 CHADNEY DR 7.8750 1 319,801.10 0 08/01/00
16724924 F 05 2,432.23 360 07/01/30
02 GLENDALE CA 91206 O 1 2,432.23 80 400,000.00
3629206 405/405 ZARRILLO JAMES 7.8750 ZZ 296,250.00 00 07/25/00
16732364 17495 KINGSTON WAY 7.3750 1 296,046.12 0 08/01/00
16732364 F 05 2,148.02 360 07/01/30
02 CASTRO VALLEY CA 94546 O 1 2,148.02 75 395,000.00
3629207 405/405 LI ROGER R 8.0000 ZZ 500,000.00 00 07/25/00
16733651 3694 HAPPY VALLEY RD 7.5000 1 499,664.50 0 08/01/00
16733651 F 05 3,668.83 360 07/01/30
02 LAFAYETTE CA 94549 O 1 3,668.83 65 775,000.00
3629208 405/405 CARLL PAUL L 8.1250 ZZ 270,000.00 10 07/25/00
16740086 5823 W 78TH PL 7.6250 1 269,823.37 25 08/01/00
16740086 F 05 2,004.75 360 07/01/30
02 LOS ANGELES CA 90045 O 1 2,004.75 86 315,000.00
3629209 405/405 URMACHER URI 8.2500 ZZ 404,000.00 00 07/25/00
16740847 3 SILVER EAGLE RD 7.7500 1 404,000.00 0 09/01/00
16740847 F 05 3,035.12 360 08/01/30
02 ROLLING HILLS CA 90274 O 1 3,035.12 80 505,000.00
3629211 405/405 SORENSSON CHRISTER 8.3750 ZZ 340,000.00 00 07/25/00
16745655 5127 VARNA AVENUE 7.8750 1 339,788.67 0 08/01/00
16745655 F 05 2,584.25 360 07/01/30
02 LOS ANGELES CA 91423 O 1 2,584.25 80 425,000.00
3629213 405/405 CHANG YVONNE 8.3750 ZZ 327,900.00 00 07/25/00
16747263 1 BENICIA 7.8750 1 327,696.19 0 08/01/00
16747263 F 05 2,492.28 360 07/01/30
02 IRVINE CA 92602 O 1 2,492.28 80 409,930.00
3629214 405/405 KURTZMAN ALEX 8.3750 ZZ 412,800.00 00 07/25/00
16750937 855 NORTH BEVERLY GLEN B 7.8750 1 412,800.00 0 09/01/00
16750937 F 05 3,137.58 360 08/01/30
02 LOS ANGELES CA 90077 O 1 3,137.58 80 516,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 85
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629215 405/405 CHEN CHING C 8.2500 ZZ 315,000.00 00 07/25/00
16754160 6835 NORTH VISTA STREET 7.7500 1 314,799.14 0 08/01/00
16754160 F 05 2,366.49 360 07/01/30
22 SAN GABRIEL CA 91775 O 1 2,366.49 75 425,000.00
3629216 405/405 FIX RICHARD 8.7500 ZZ 360,000.00 00 07/25/00
16756116 24241 BELLA COURT 8.2500 2 359,792.88 0 08/01/00
16756116 F 03 2,832.12 360 07/01/30
02 SANTA CLARITA CA 91321 O 1 2,832.12 80 455,000.00
3629217 405/405 ARNOLD MARVIN 8.2500 ZZ 312,000.00 00 07/25/00
16759011 11935 DORAL AVENUE 7.7500 1 311,801.04 0 08/01/00
16759011 F 05 2,343.96 360 07/01/30
22 LOS ANGELES CA 91326 O 1 2,343.96 78 400,000.00
3629218 405/405 SO GEORGE J 8.2500 ZZ 650,000.00 00 07/25/00
16767907 1817 ELM AVENUE 7.7500 1 650,000.00 0 09/01/00
16767907 F 05 4,883.24 360 08/01/30
02 MANHATTAN BEACH CA 90266 O 1 4,883.24 62 1,065,000.00
3629290 405/405 MESLER GREGORY W 8.6250 ZZ 390,950.00 00 07/25/00
11713393 55 HOLLINGERS ISLAND 8.3750 1 390,719.18 0 08/01/00
11713393 F 03 3,040.77 360 07/01/30
02 KATY TX 77450 O 1 3,040.77 80 488,739.00
3629291 405/405 LANKFORD III BUFORD B 8.2500 ZZ 262,000.00 00 07/25/00
11757481 38 SUNSPREE PLACE 8.0000 1 261,832.93 0 08/01/00
11757481 F 03 1,968.32 360 07/01/30
02 THE WOODLANDS TX 77382 O 1 1,968.32 72 365,001.00
3629294 405/405 BACA ELAINE 9.0000 ZZ 254,400.00 00 07/25/00
16660342 648 LOTTIE STREET 8.7500 1 254,400.00 0 09/01/00
16660342 F 05 2,046.96 360 08/01/30
22 MONTEREY CA 93940 O 1 2,046.96 80 318,000.00
3629295 405/405 SCHOLZ HANZ 8.5000 ZZ 316,000.00 00 07/25/00
16669236 147 KNOLLWOOD AVENUE 8.2500 1 315,808.56 0 08/01/00
16669236 F 05 2,429.77 360 07/01/30
02 MAMARONECK NY 10543 O 1 2,429.77 80 395,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 86
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629296 405/405 WILMER ROBERT 8.3750 ZZ 320,000.00 00 07/25/00
16671513 1673 BUENA VISTA STREET 8.1250 1 319,801.09 0 08/01/00
16671513 F 05 2,432.23 360 07/01/30
02 VENTURA CA 93001 O 1 2,432.23 80 400,000.00
3629298 405/405 LEEDS DANIEL D 8.3750 ZZ 308,000.00 00 07/25/00
16684375 20831 GOSHEN ROAD 8.1250 1 307,808.55 0 08/01/00
16684375 F 05 2,341.03 360 07/01/30
02 GAITHERSBURG MD 20882 O 1 2,341.03 80 385,000.00
3629299 405/405 VINCENT DAVID W 8.6250 ZZ 299,900.00 00 07/25/00
16733966 1108 AMELIA PLACE 8.3750 1 299,722.93 0 08/01/00
16733966 F 05 2,332.60 360 07/01/30
02 ESCONDIDO CA 92026 O 1 2,332.60 80 374,900.00
3629302 405/405 ZANOWICZ EDWARD T 8.0000 ZZ 304,000.00 00 07/25/00
16739575 4218 PALOMINO COURT 7.7500 1 303,796.02 0 08/01/00
16739575 F 05 2,230.65 360 07/01/30
02 MIDDLETOWN MD 21769 O 1 2,230.65 80 380,000.00
3629303 405/405 BENDERLY JASON 8.3750 ZZ 300,000.00 00 07/25/00
16739765 54 FLEETWOOD ROAD 8.1250 1 300,000.00 0 09/01/00
16739765 F 05 2,280.22 360 08/01/30
02 COMMACK NY 11725 O 1 2,280.22 73 411,500.00
3629304 405/405 HEWETT CHARLES M 8.7500 ZZ 265,000.00 00 06/25/00
16741696 26410 VIA DE LARGA VIDA 8.5000 1 264,847.53 0 08/01/00
16741696 F 05 2,084.76 360 07/01/30
02 TEMECULA CA 92590 O 1 2,084.76 64 415,000.00
3629305 405/405 MILLS JAMES E 8.2500 ZZ 530,000.00 00 07/25/00
16741845 516 PAWLEYS PLANTATION W 8.0000 2 530,000.00 0 09/01/00
16741845 F 03 3,981.72 360 08/01/30
02 PAWLEYS ISLAND SC 29585 O 1 3,981.72 80 668,200.00
3629306 405/405 LOREDO SR RUBEN 8.5000 ZZ 323,200.00 00 07/25/00
16742744 5321 HERITAGE PLACE 8.2500 1 323,004.20 0 08/01/00
16742744 F 05 2,485.13 360 07/01/30
02 CULVER CITY CA 90230 O 1 2,485.13 80 404,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 87
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629308 405/405 DRUGAN JAMES S 8.5000 ZZ 573,750.00 00 07/25/00
16744757 4713 VINETA AVENUE 8.2500 5 573,402.42 0 08/01/00
16744757 F 05 4,411.64 360 07/01/30
02 LA CANADA FLINTR CA 91011 O 1 4,411.64 75 765,000.00
3629309 405/405 DELAPP JON M 8.0000 ZZ 294,400.00 00 07/25/00
16744872 20503 IVORY PASS COURT 7.7500 1 294,202.46 0 08/01/00
16744872 F 03 2,160.21 360 07/01/30
02 GAITHERSBURG MD 20879 O 1 2,160.21 80 368,000.00
3629310 405/405 ZOBITZ THOMAS W 8.3750 ZZ 360,000.00 00 07/25/00
16745002 2211 BRAEMAR DR 8.1250 1 359,776.24 0 08/01/00
16745002 F 03 2,736.26 360 07/01/30
02 FORT WAYNE IN 46814 O 1 2,736.26 74 490,000.00
3629311 405/405 HULAHAN THOMAS S 8.5000 ZZ 352,000.00 00 07/25/00
16746679 2121 NOBLE VIEW DRIVE 8.2500 1 351,786.75 0 08/01/00
16746679 F 05 2,706.58 360 07/01/30
02 RANCHO PALOS VER CA 90275 O 1 2,706.58 80 440,000.00
3629312 405/405 BAER ALAN C 8.1250 T 500,000.00 00 07/25/00
16747040 9521 BAY COURT 7.8750 1 499,672.93 0 08/01/00
16747040 F 03 3,712.49 360 07/01/30
02 CARMEL CA 93923 O 1 3,712.49 60 842,500.00
3629313 405/405 ROSSI RICHARD J 8.3750 ZZ 300,000.00 00 07/25/00
16747891 15702 RICHORO COURT 8.1250 1 299,813.53 0 08/01/00
16747891 F 05 2,280.22 360 07/01/30
02 TAMPA FL 33647 O 1 2,280.22 58 519,900.00
3629314 405/405 TRUST TRAUGHBER 8.7500 ZZ 354,000.00 00 07/25/00
16748808 310 ST.THOMAS DRIVE 8.5000 1 353,796.33 0 08/01/00
16748808 F 03 2,784.92 360 07/01/30
02 OAK PARK CA 91377 O 1 2,784.92 77 465,000.00
3629315 405/405 URICE RONEL 8.5000 ZZ 263,500.00 00 07/25/00
16751182 18507 CABIN ROAD 8.2500 1 263,340.37 0 08/01/00
16751182 F 05 2,026.09 360 07/01/30
02 TRIANGLE VA 22172 O 1 2,026.09 80 330,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 88
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3629316 405/405 BELL JO A 8.7500 ZZ 999,950.00 00 07/25/00
16754632 6 CECILIA COURT 8.5000 1 999,374.69 0 08/01/00
16754632 F 05 7,866.61 360 07/01/30
22 TIBURON CA 94920 O 1 7,866.61 49 2,080,000.00
3629317 405/405 NEIGHBORS STEVEN P 8.3750 ZZ 388,000.00 00 07/25/00
16754814 7747 LIVE OAK AVENUE 8.1250 1 387,758.84 0 08/01/00
16754814 F 05 2,949.08 360 07/01/30
02 SANTA PAULA CA 93060 O 1 2,949.08 80 485,000.00
3629318 405/405 LABROW CHARLES A 8.5000 ZZ 300,000.00 00 07/25/00
16756371 76352 FAIRWAY DRIVE 8.2500 1 299,818.26 0 08/01/00
16756371 F 05 2,306.74 360 07/01/30
02 INDIAN WELLS CA 92210 O 1 2,306.74 63 477,500.00
3629319 405/405 WEISS MATTHIAS 8.2500 ZZ 500,000.00 00 07/25/00
16757478 9625 SKY PINES ROAD 8.0000 2 500,000.00 0 09/01/00
16757478 F 05 3,756.34 360 08/01/30
02 MINOCQUA WI 54548 O 1 3,756.34 76 663,000.00
3629320 405/405 KOLIA RAFIQAHMAF 8.2500 ZZ 312,000.00 00 07/25/00
16758047 7407 SEABROOK LANE 8.0000 1 311,801.04 0 08/01/00
16758047 F 03 2,343.96 360 07/01/30
02 SPRINGFIELD VA 22153 O 1 2,343.96 80 390,000.00
3629321 405/405 PATTISAPU RAM 8.6250 ZZ 388,000.00 00 07/25/00
16765349 1601 DOWLING DRIVE 8.3750 1 388,000.00 0 09/01/00
16765349 F 03 3,017.83 360 08/01/30
02 IRVING TX 75038 O 1 3,017.83 80 485,000.00
3629322 405/405 STURDIVANT BRIAN M 8.7500 ZZ 420,000.00 00 07/25/00
16766255 4166 LAKESHORE AVENUE 8.5000 1 420,000.00 0 09/01/00
16766255 F 05 3,304.14 360 08/01/30
02 OAKLAND CA 94610 O 1 3,304.14 80 525,000.00
3629330 815/G01 ROSENWALD JOSEPH M 8.7500 ZZ 576,000.00 00 06/02/00
0432168557 5916 BOWIS MILL COURT 8.5000 1 575,334.78 0 07/01/00
313987 F 05 4,531.40 360 06/01/30
02 ROCKVILLE MD 20855 O 1 4,531.40 80 720,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 89
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3630505 E82/G01 CAMPBELL JEFFERY 8.7500 ZZ 199,200.00 00 07/19/00
0400291720 294 E STACEY LANE 8.5000 2 199,200.00 0 09/01/00
0400291720 F 03 1,567.11 360 08/01/30
02 TEMPE AZ 85284 O 1 1,567.11 78 256,000.00
3630517 T35/G01 GIBSON CODY 8.7500 ZZ 140,000.00 00 07/20/00
0400288957 4930 DOGWOOD DRIVE 8.5000 1 140,000.00 0 09/01/00
0400288957 F 05 1,101.38 360 08/01/30
02 EVERETT WA 98203 O 1 1,101.38 80 175,000.00
3630891 815/G01 LEFF LAWRENCE W 8.8750 ZZ 360,000.00 00 07/07/00
0432168573 37 CLAYTON DRIVE 8.6250 1 360,000.00 0 09/01/00
315207 F 05 2,864.33 360 08/01/30
02 DIX HILLS NY 11746 O 1 2,864.33 80 450,000.00
3631130 815/G01 LOWENSTEIN SAMUEL D 8.2500 ZZ 320,000.00 00 06/26/00
0432168490 1510 SNUGHILL COURT 8.0000 1 319,795.94 0 08/01/00
314178 F 03 2,404.06 360 07/01/30
02 VIENNA VA 22182 O 1 2,404.06 80 400,000.00
3631364 815/G01 SCHOENFELD PHILIP 8.2500 ZZ 280,000.00 00 06/26/00
0432168433 6 CEDER DRIVE 8.0000 1 279,821.45 0 08/01/00
313266 F 05 2,103.55 360 07/01/30
02 STONY BROOK NY 11790 O 1 2,103.55 68 414,000.00
3632901 E22/G01 POMAR OSWALDO 8.8750 ZZ 274,050.00 01 07/13/00
0412023715 17491 SW 35 STREET 8.6250 1 274,050.00 30 09/01/00
0412023715 F 03 2,180.46 360 08/01/30
02 MIRAMAR FL 33029 O 1 2,180.46 95 288,480.00
3633093 696/G01 SMITH GEORGE J 8.5000 ZZ 328,000.00 00 07/24/00
0432157584 20591 WOODMERE COURT 8.2500 1 328,000.00 0 09/01/00
23500026 F 03 2,522.04 360 08/01/30
02 STERLING VA 20165 O 1 2,522.04 80 410,000.00
3633187 F97/F97 PATLOVICH MICHAEL J 9.1250 ZZ 500,000.00 00 06/30/00
02000215271 320 BELLE FORET DRIVE 8.8750 1 499,733.92 0 08/01/00
02000215271 F 05 4,068.16 360 07/01/30
22 LAKE BLUFF IL 60044 O 1 4,068.16 47 1,085,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 90
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3636950 E22/G01 WORRALL NEIL K 8.5000 ZZ 460,000.00 00 07/14/00
0412025991 6904 SOUTH BROOKSHIRE COURT 8.2500 1 460,000.00 0 09/01/00
0412025991 F 03 3,537.00 360 08/01/30
02 SPOKANE WA 99223 O 1 3,537.00 80 575,000.00
3636958 E22/G01 MCGUIRE THOMAS C 8.3750 ZZ 360,000.00 00 07/05/00
0412037087 786 WEST 11TH STREET 8.1250 1 360,000.00 0 09/01/00
0412037087 F 05 2,736.26 360 08/01/30
02 CLAREMONT CA 91711 O 1 2,736.26 80 450,000.00
3636966 E22/G01 MENDELSOHN BRIAN G 8.3750 ZZ 351,200.00 00 07/18/00
0412047854 4368 AUTUMNMEADOW CIRCLE 8.1250 1 351,200.00 0 09/01/00
0412047854 F 03 2,669.37 360 08/01/30
02 MOORPARK CA 93021 O 1 2,669.37 80 439,000.00
3637360 696/G01 SVENSON JON S 8.7500 ZZ 499,000.00 00 07/21/00
0432161792 34854 VINTAGE PLACE 8.5000 1 499,000.00 0 09/01/00
23300114 F 03 3,925.64 360 08/01/30
02 ROUND HILL VA 20141 O 1 3,925.64 63 799,999.00
3637361 696/G01 DRURY MARK A 8.6250 ZZ 300,800.00 00 07/21/00
0432161800 3126 ELMENDORF DRIVE 8.3750 1 300,800.00 0 09/01/00
23500035 F 03 2,339.59 360 08/01/30
02 OAKTON VA 22124 O 1 2,339.59 80 376,000.00
3638338 B57/G01 SULLIVAN LYNDA 8.2500 ZZ 300,000.00 00 07/10/00
0432164622 1501 NORTH CREEKSIDE COURT UNI 8.0000 1 300,000.00 0 09/01/00
2012368 A F 01 2,253.80 360 08/01/30
02 PASADENA CA 91107 O 1 2,253.80 80 375,000.00
3639232 163/163 CUNNINGHAM JOEL M 9.0000 ZZ 268,000.00 00 06/29/00
100105738 20 BLACKBERRY COURT 8.7500 1 267,853.61 0 08/01/00
100105738 F 05 2,156.39 360 07/01/30
02 LAFAYETTE IN 47905 O 1 2,156.39 80 335,000.00
3640138 E22/G01 MECALE LAURA E 9.0000 ZZ 90,800.00 00 07/21/00
0412045965 205 HILLANDALE 8.7500 2 90,800.00 0 09/01/00
0412045965 F 05 730.60 360 08/01/30
02 EAST FLAT ROCK NC 28726 O 1 730.60 79 116,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 91
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3640139 E22/G01 WISLER DAVID J 8.5000 ZZ 570,000.00 00 07/20/00
0412046070 21261 GARDENA DRIVE 8.2500 1 570,000.00 0 09/01/00
0412046070 F 05 4,382.81 360 08/01/30
02 CUPERTINO CA 95014 O 1 4,382.81 69 836,000.00
3640151 E22/G01 BAROSSI GINA M 8.5000 ZZ 310,000.00 00 07/19/00
0412054611 530 ELY ROAD NORTH 8.2500 2 310,000.00 0 09/01/00
0412054611 F 05 2,383.63 360 08/01/30
02 PETALUMA CA 94954 O 1 2,383.63 57 552,500.00
3640152 E22/G01 WIER ROBERT C 8.8750 ZZ 110,200.00 00 07/21/00
0412055519 112 CHERRYBARK DRIVE 8.6250 2 110,200.00 0 09/01/00
0412055519 F 05 876.80 360 08/01/30
22 COPPELL TX 75019 O 1 876.80 73 151,000.00
3640156 E22/G01 DAVIS BARBARA S 8.7500 ZZ 307,000.00 00 07/21/00
0412059743 6361 MASSEY HILL DRIVE SOUTH 8.5000 2 307,000.00 0 09/01/00
0412059743 F 03 2,415.17 360 08/01/30
22 MEMPHIS TN 38120 O 1 2,415.17 53 580,000.00
3640470 E82/G01 JONES MARLA 7.8750 ZZ 286,800.00 00 07/25/00
0400291886 15 EAST ROCK WING PLACE 7.6250 1 286,800.00 0 09/01/00
0400291886 F 03 2,079.50 360 08/01/30
02 THE WOODLANDS TX 77381 O 1 2,079.50 80 358,500.00
3641162 765/G01 WHITCHER ROBERT M 8.1250 ZZ 319,200.00 00 07/17/00
0432164895 9871 SILVER STRAND DRIVE 7.8750 1 319,200.00 0 09/01/00
356117 F 05 2,370.06 360 08/01/30
02 HUNTINGTON BEACH CA 92646 O 1 2,370.06 80 399,000.00
3641409 163/163 HIBEL NEIL 8.0000 ZZ 360,000.00 00 01/31/00
1000192046 15 BREAKNECK HILL ROAD 7.7500 1 358,526.27 0 03/01/00
1000192046 F 05 2,641.56 360 02/01/30
02 HOPKINTON MA 01748 O 1 2,641.56 80 450,000.00
3641478 163/163 ROBERTS ANDREW C 9.0000 ZZ 301,500.00 14 06/22/00
80097895 1708 S COLLEGE AVE 8.7500 1 301,335.31 25 08/01/00
80097895 F 05 2,425.94 360 07/01/30
02 TYLER TX 75701 O 1 2,425.94 90 335,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 92
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3641571 163/163 RIEGEL ROBERT L 8.3750 ZZ 330,000.00 00 06/21/00
7860398 18 MANCHESTER DRIVE 8.1250 5 329,794.89 0 08/01/00
7860398 F 05 2,508.24 360 07/01/30
02 WESTFIELD NJ 07090 O 1 2,508.24 75 444,000.00
3641602 163/163 STEVENS WARD C 8.5000 ZZ 633,750.00 00 06/30/00
1000158626 2 TRAILING RIDGE ROAD 8.2500 1 633,366.07 0 08/01/00
1000158626 F 05 4,872.99 360 07/01/30
02 BROOKFIELD CT 06804 O 1 4,872.99 75 845,000.00
3641646 163/163 HEMPSTEAD DOUGLAS E 8.2500 ZZ 352,000.00 00 06/30/00
1000227074 116 CHESTNUT HILL ROAD 8.0000 1 351,775.54 0 08/01/00
1000227074 F 05 2,644.46 360 07/01/30
02 NORWALK CT 06851 O 1 2,644.46 80 440,000.00
3641677 163/163 MORGAN WILLIAM A 8.7500 ZZ 332,500.00 00 06/23/00
5819675655 3 GRANDVIEW LANE 8.5000 1 332,308.70 0 08/01/00
5819675655 F 05 2,615.78 360 07/01/30
02 MANALAPAN NJ 07726 O 1 2,615.78 77 432,500.00
3641696 765/G01 SMALLEN KEVIN D 8.6250 ZZ 292,000.00 00 07/18/00
0432169217 29270 VIA NORTE 8.3750 1 292,000.00 0 09/01/00
356141 F 03 2,271.15 360 08/01/30
02 TEMECULA CA 92591 O 1 2,271.15 80 365,000.00
3641735 163/163 WILSON DAVID J 8.7500 ZZ 314,000.00 00 06/16/00
7717449424 2648 NE 26 AVENUE 8.5000 1 313,819.34 0 08/01/00
7717449424 F 05 2,470.24 360 07/01/30
02 FT LAUDERDALE FL 33305 O 1 2,470.24 80 392,500.00
3641831 163/163 ROMANO MICHAEL J 8.2500 ZZ 327,600.00 00 06/23/00
1000216251 17230 BELLHAVEN WALK COURT 8.0000 1 327,391.10 0 08/01/00
1000216251 F 03 2,461.15 360 07/01/30
02 CHARLOTTE NC 28277 O 1 2,461.15 80 410,980.00
3641837 931/G01 SIMKO JR VINCENT M 8.8750 ZZ 286,000.00 00 07/19/00
0432174878 33 SPINNING WHEEL ROAD 8.6250 5 286,000.00 0 09/01/00
050222 F 05 2,275.54 360 08/01/30
02 MONROE CT 06468 O 1 2,275.54 75 385,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 93
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3641907 163/163 LONGDEN JOHN M 8.7500 ZZ 430,000.00 00 06/27/00
1000175691 204 POPE ROAD 8.5000 1 429,752.60 0 08/01/00
1000175691 F 05 3,382.82 360 07/01/30
02 ACTON MA 01720 O 1 3,382.82 49 886,000.00
3641956 765/G01 NEU JEAN L 8.5000 ZZ 183,750.00 00 07/18/00
0432166197 6836 BIRCHWOOD STREET 8.2500 1 183,750.00 0 09/01/00
147122 F 05 1,412.88 360 08/01/30
22 SAN DIEGO CA 92120 O 1 1,412.88 75 245,000.00
3642010 163/163 MESEK FRED K 8.7500 ZZ 386,600.00 00 06/19/00
1417421456 1504 HAMILTON LANE 8.5000 2 386,377.58 0 08/01/00
1417421456 F 05 3,041.38 360 07/01/30
02 ESCONDIDO CA 92029 O 1 3,041.38 57 679,000.00
3642096 163/163 REVERENDO DENNY A 8.6250 ZZ 302,400.00 00 06/27/00
1000212596 589 SHERWOOD PARKWAY 8.3750 1 302,221.46 0 08/01/00
1000212596 F 05 2,352.04 360 07/01/30
02 WESTFIELD NJ 07090 O 1 2,352.04 80 378,000.00
3642140 163/163 DUISBERG ERIK C 8.5000 ZZ 406,800.00 00 07/07/00
1000225357 180 MORSE ROAD 8.2500 1 406,800.00 0 09/01/00
1000225357 F 05 3,127.95 360 08/01/30
02 SUDBURY MA 01776 O 1 3,127.95 80 508,500.00
3642212 163/163 CAMPAGNA JASON A 8.8750 ZZ 303,920.00 00 06/15/00
7868557 60 ARLMONT STREET 8.6250 1 303,749.61 0 08/01/00
7868557 F 05 2,418.13 360 07/01/30
02 ARLINGTON MA 02476 O 1 2,418.13 80 379,900.00
3642345 163/163 RAMOS JANICE R 8.2500 ZZ 274,200.00 11 06/23/00
1817456270 15220 IRONTON STREET 8.0000 1 274,025.16 25 08/01/00
1817456270 F 05 2,059.97 360 07/01/30
02 BRIGHTON CO 80601 O 1 2,059.97 90 304,686.00
3642867 D12/D12 BAUZ N T 8.6250 ZZ 520,000.00 00 07/19/00
TUK01005750 2835 INVERNESS DRIVE 8.3750 1 520,000.00 0 09/01/00
TUK01005750 F 05 4,044.51 360 08/01/30
02 LA JOLLA CA 92037 O 1 4,044.51 80 650,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 94
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3643944 E22/G01 WOJDAK WENDELL W 8.5000 ZZ 350,000.00 00 07/13/00
0412034159 22261 ROMAR STREET 8.2500 1 350,000.00 0 09/01/00
0412034159 F 05 2,691.20 360 08/01/30
02 CHATSWORTH CA 91311 O 1 2,691.20 66 535,000.00
3643948 E22/G01 FINAN MARK 8.2500 ZZ 320,800.00 00 07/14/00
0412039125 1701 FARMINGTON COURT 8.0000 1 320,800.00 0 09/01/00
0412039125 F 05 2,410.06 360 08/01/30
02 EL DORADO HILLS CA 95762 O 1 2,410.06 80 401,000.00
3644211 696/G01 KING DONALD P 8.0000 ZZ 276,000.00 00 07/26/00
0432165553 1406 N. GLEBE ROAD 7.7500 1 276,000.00 0 09/01/00
23300104 F 05 2,025.19 360 08/01/30
02 ARLINGTON VA 22207 O 1 2,025.19 80 345,000.00
3644250 M32/M32 RUSSO VINCENT T 8.1250 ZZ 331,250.00 00 06/30/00
503103806 239 MOSS CREEK DRIVE 7.8750 1 331,033.31 0 08/01/00
503103806 F 05 2,459.53 360 07/01/30
02 HILTON HEAD SC 29926 O 1 2,459.53 100 331,250.00
3644739 163/163 KELLEY DANNY R 8.1250 ZZ 335,000.00 00 06/30/00
499997777 3156 WOLF RUN COURT 7.8750 1 334,780.86 0 08/01/00
499997777 F 03 2,487.37 360 07/01/30
02 CINCINNATI OH 45244 O 1 2,487.37 77 440,000.00
3644884 163/163 ROBINSON JR RALPH L 8.8750 ZZ 361,000.00 00 07/07/00
3917448079 10711 HICKORY LANE 8.6250 2 361,000.00 0 09/01/00
3917448079 F 05 2,872.28 360 08/01/30
02 PLYMOUTH MI 48170 O 1 2,872.28 63 577,000.00
3645006 163/163 BROMLEY KENT D 8.1250 ZZ 287,000.00 00 06/30/00
1000201221 937 COLUMBIAN AVENUE 7.8750 1 286,812.26 0 08/01/00
1000201221 F 05 2,130.97 360 07/01/30
02 OAK PARK IL 60302 O 1 2,130.97 75 387,000.00
3645137 163/163 MARTIN ANDREW D 8.7500 ZZ 305,000.00 00 06/14/00
717453095 1031 WALLACE AVENUE 8.5000 5 304,824.52 0 08/01/00
717453095 F 05 2,399.44 360 07/01/30
02 APTOS CA 95003 O 1 2,399.44 66 466,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 95
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3645242 163/163 PRICE JOANN H 8.5000 ZZ 404,800.00 00 07/14/00
0400947224 45 HERITAGE DRIVE 8.2500 1 404,800.00 0 09/01/00
0400947224 F 29 3,112.57 360 08/01/30
02 AVON CT 06001 O 1 3,112.57 80 506,045.00
3645357 163/163 DUNN JAMES W 8.2500 ZZ 332,000.00 00 07/18/00
1000158625 62 DRIFTWOOD DRIVE 8.0000 1 332,000.00 0 09/01/00
1000158625 F 09 2,494.21 360 08/01/30
02 SOMERS NY 10589 O 1 2,494.21 80 415,000.00
3645372 956/G01 CHIN CHIH C 8.3750 ZZ 399,200.00 00 07/10/00
0432187342 18738 WEST PLACE 8.1250 1 399,200.00 0 09/01/00
610060126 F 05 3,034.21 360 08/01/30
02 ARTESIA CA 90701 O 1 3,034.21 80 499,000.00
3645509 163/163 KUHN HOWARD A 8.5000 ZZ 300,000.00 00 07/07/00
401391206 199 MASON DRIVE 8.2500 1 300,000.00 0 09/01/00
401391206 F 05 2,306.74 360 08/01/30
02 ORANGEBURG SC 29115 O 1 2,306.74 77 390,000.00
3645609 163/163 SHANNON MOIRA 8.5000 ZZ 257,400.00 10 07/13/00
401414727 4965 EAST CALLE GUEBABI 8.2500 1 257,400.00 25 09/01/00
401414727 F 03 1,979.18 360 08/01/30
02 TUCSON AZ 85718 O 1 1,979.18 90 286,000.00
3645617 956/G01 MENTCH BRUCE A 8.3750 ZZ 310,000.00 00 07/01/00
0432166452 821 BLOSSOM COURT 8.1250 1 310,000.00 0 09/01/00
810060060 F 05 2,356.22 360 08/01/30
02 PETALUMA CA 94952 O 1 2,356.22 48 650,000.00
3645706 956/G01 LEE TERRENCE C 8.3750 ZZ 477,400.00 00 07/07/00
0432191310 117 YULUPA CIRCLE 8.1250 1 477,400.00 0 09/01/00
810060122 F 03 3,628.58 360 08/01/30
02 SANTA ROSA CA 95405 O 1 3,628.58 80 596,805.00
3645708 168/168 VIRGA MATTHEW 8.6250 ZZ 300,000.00 00 07/20/00
0189603232 103 COLLINS AVENUE 8.3750 1 300,000.00 0 09/01/00
0189603232 F 05 2,333.37 360 08/01/30
02 SAYVILLE NY 11782 O 1 2,333.37 80 375,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 96
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3645716 163/163 CURCIO ALBERT 9.0000 ZZ 412,000.00 00 06/05/00
1000163169 18 GRIFFEN COURT 8.7500 1 411,774.95 0 08/01/00
1000163169 F 05 3,315.05 360 07/01/30
02 MILLER PLACE NY 11764 O 1 3,315.05 80 515,000.00
3645777 956/G01 CORRELL BROOKE C 8.3750 ZZ 500,000.00 00 07/13/00
0432166361 1150 HEAVEN HILL ROAD 8.1250 2 500,000.00 0 09/01/00
810070028 F 05 3,800.36 360 08/01/30
02 SONOMA CA 95476 O 1 3,800.36 77 650,000.00
3645839 956/G01 SANCHEZ JR HENRY L 8.5000 ZZ 383,200.00 00 07/10/00
0432190171 1821 SINCLAIR DRIVE 8.2500 1 383,200.00 0 09/01/00
210060122 F 05 2,946.48 360 08/01/30
02 PLEASANTON CA 94588 O 1 2,946.48 80 479,000.00
3645947 956/G01 PARKER THOMAS D 8.3750 ZZ 289,000.00 00 07/19/00
0432166601 14255 DOVE DRIVE 8.1250 1 289,000.00 0 09/01/00
2310070023 F 05 2,196.61 360 08/01/30
02 CARMEL IN 46033 O 1 2,196.61 75 389,000.00
3646448 163/163 KELLEY THOMAS G 8.5000 ZZ 344,000.00 00 07/13/00
917460744 2314 VAN BUREN COURT 8.2500 1 344,000.00 0 09/01/00
917460744 F 09 2,645.06 360 08/01/30
02 ARLINGTON VA 22205 O 1 2,645.06 80 430,000.00
3646476 956/G01 BLOCK THOMAS R 8.1250 ZZ 367,200.00 00 07/06/00
0432166353 7316 OGELSBY AVENUE 7.8750 1 367,200.00 0 09/01/00
609587 F 05 2,726.45 360 08/01/30
02 LOS ANGELES CA 90045 O 1 2,726.45 80 459,000.00
3646502 943/943 IRVING JOHN F 8.5000 ZZ 296,000.00 00 05/30/00
2000002618 140 ASHAROKEN AVE 8.2500 1 295,640.09 0 07/01/00
2000002618 F 05 2,275.99 360 06/01/30
22 NORTHPORT NY 11768 O 1 2,275.99 46 655,000.00
3646504 943/943 RIEMER SCOTT 8.3750 ZZ 699,000.00 00 06/27/00
2000004416 42 ETON ROAD 8.1250 1 698,565.53 0 08/01/00
2000004416 F 05 5,312.91 360 07/01/30
02 LARCHMONT NY 10538 O 1 5,312.91 72 975,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 97
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646505 943/943 FOLEY CHRISTOPHD 8.6250 ZZ 393,750.00 00 05/10/00
2000005400 225 OLD SLEEPY HOLLOW ROAD 8.3750 5 393,283.39 0 07/01/00
2000005400 F 05 3,062.55 360 06/01/30
02 PLEASANTVIL NY 10570 O 1 3,062.55 75 525,000.00
3646506 943/943 MASI RENEE 7.1250 ZZ 400,000.00 00 06/22/00
2000008037 30 CANTERBURY ROAD 6.8750 1 399,680.12 0 08/01/00
2000008037 F 05 2,694.88 360 07/01/30
02 NEWTON MA 02461 O 1 2,694.88 77 520,000.00
3646507 943/943 WATT J 8.6250 ZZ 360,000.00 00 06/15/00
2000008106 4 OLD BARN WAY 8.3750 1 359,787.45 0 08/01/00
2000008106 F 05 2,800.05 360 07/01/30
02 ACTON MA 01720 O 1 2,800.05 80 450,000.00
3646508 943/943 ELLIS APRIL E 8.6250 ZZ 268,000.00 00 06/01/00
2000008755 7663 E WINDROSE DR 8.3750 1 267,841.77 0 08/01/00
2000008755 F 05 2,084.48 360 07/01/30
02 SCOTTSDALE AZ 85260 O 1 2,084.48 73 368,000.00
3646509 943/943 STANCIL JAMES G 8.3750 ZZ 362,000.00 00 06/16/00
2000008800 116 TAYLORS CREEK LANE 8.1250 5 361,774.99 0 08/01/00
2000008800 F 03 2,751.47 360 07/01/30
02 BEAUFORT NC 28516 O 1 2,751.47 55 670,000.00
3646510 943/943 VADEN ANDREW T 8.5000 ZZ 700,000.00 00 07/10/00
2000008944 1021 LAWRENCE AVENUE 8.2500 1 700,000.00 0 09/01/00
2000008944 F 05 5,382.40 360 08/01/30
02 WESTFIELD NJ 07090 O 1 5,382.40 64 1,100,000.00
3646511 943/943 D'ANNA MICHAEL J 8.6250 ZZ 296,000.00 00 06/29/00
2000009387 335 COLUMBUS AVE 8.3750 1 295,825.24 0 08/01/00
2000009387 F 05 2,302.26 360 07/01/30
02 VALHALLA NY 10595 O 1 2,302.26 80 370,000.00
3646512 943/943 PALYHA STEVEN 7.6250 ZZ 336,000.00 00 06/27/00
2000009455 4012 PARK AVENUE 7.3750 1 335,756.81 0 08/01/00
2000009455 F 05 2,378.19 360 07/01/30
02 EDISON NJ 08820 O 1 2,378.19 80 420,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 96
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646513 943/943 INGERMAN PETER 8.6250 T 350,000.00 00 06/09/00
2000009457 3 QUARRY ROAD 8.3750 1 349,793.36 0 08/01/00
2000009457 F 05 2,722.27 360 07/01/30
22 LOCUST VALL NY 11560 O 1 2,722.27 58 610,000.00
3646514 943/943 SCANLON ROBERT M 8.6250 ZZ 392,250.00 00 06/09/00
2000009817 3868 RIPPLETON RD 8.3750 5 392,018.41 0 08/01/00
2000009817 F 05 3,050.89 360 07/01/30
02 CAZENOVIA NY 13035 O 1 3,050.89 75 523,000.00
3646516 943/943 MAHONEY PETER C 7.8750 ZZ 255,000.00 00 06/15/00
2000010017 1 OVERLOOK DRIVE 7.6250 1 254,824.51 0 08/01/00
2000010017 F 05 1,848.93 360 07/01/30
22 FRANKLIN MA 02038 O 1 1,848.93 72 355,000.00
3646517 943/943 NAPOLEON EDWARD J 8.7500 ZZ 333,000.00 04 07/05/00
2000010252 71 SUNSET DRIVE 8.5000 1 333,000.00 25 09/01/00
2000010252 F 05 2,619.72 360 08/01/30
02 OSSINING NY 10562 O 1 2,619.72 90 370,000.00
3646518 943/943 NELSON MICHAEL W 8.1250 ZZ 275,000.00 00 06/21/00
2000010261 703 PRINCE GEORGE COURT 7.8750 1 274,393.19 0 08/01/00
2000010261 F 03 2,041.87 360 07/01/30
22 SOUTHLAKE TX 76092 O 1 2,041.87 64 435,000.00
3646521 943/943 HOFELDT ALBERT J 9.0000 ZZ 308,000.00 00 06/30/00
2000011260 21 KINGSBEACH ROAD 8.7500 1 307,831.43 0 08/01/00
2000011260 F 05 2,478.24 360 07/01/30
02 LYNN MA 01902 O 1 2,478.24 80 385,000.00
3646522 943/943 HALL STEVE R 8.5000 ZZ 272,000.00 00 06/16/00
2000011882 115 GUNPOWDER VIEW CIRCLE 8.2500 1 271,835.22 0 08/01/00
2000011882 F 03 2,091.45 360 07/01/30
02 GRANITE FALLS NC 28630 O 1 2,091.45 80 340,000.00
3646523 943/943 MANGUM CHARLES 8.2500 T 365,000.00 00 05/24/00
9080020962 LOT 2 AND 2A TRILLIUM LINKS 8.0000 2 364,532.95 0 07/01/00
9080020962 F 05 2,742.13 360 06/01/30
02 CASHIERS NC 28717 O 1 2,742.13 77 475,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 99
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646524 943/943 FITZPATRICK THOMAS E 7.6250 ZZ 289,300.00 00 05/30/00
9080049021 306 QUINN COURT 7.3750 1 288,879.88 0 07/01/00
9080049021 F 03 2,047.65 360 06/01/30
02 WEST WHITELAND T PA 19341 O 1 2,047.65 66 439,000.00
3646525 943/943 BYERS JENNIFER S 8.3750 ZZ 316,200.00 00 06/07/00
9080050890 1627 WINDING VIEW 8.1250 1 316,003.46 0 08/01/00
9080050890 F 03 2,403.35 360 07/01/30
02 SAN ANTONIO TX 78258 O 1 2,403.35 80 395,289.00
3646526 943/943 BLANCHARD ROBERT P 8.6250 ZZ 265,200.00 11 03/01/00
9080051152 4618 BULOVA STREET 8.3750 1 264,566.92 12 05/01/00
9080051152 F 05 2,062.70 360 04/01/30
02 TORRANCE CA 90503 O 1 2,062.70 85 312,000.00
3646527 943/943 MAROLI ALLAN N 8.1250 BB 290,000.00 00 06/02/00
9080051344 15 FISHER FARM ROAD 7.8750 1 289,810.30 0 08/01/00
9080051344 F 05 2,153.24 360 07/01/30
02 MONTGOMERY TOWNS NJ 08502 O 1 2,153.24 50 589,900.00
3646528 943/943 HEDGES BRYAN C 8.6250 ZZ 432,000.00 00 06/01/00
9080051610 2024 PALMER DRIVE 8.3750 1 431,488.02 0 07/01/00
9080051610 F 05 3,360.05 360 06/01/30
02 LAWRENCE KS 66047 O 1 3,360.05 80 540,000.00
3646529 943/943 VOSS BEN J 8.6250 ZZ 259,200.00 10 04/12/00
9080052216 9116 NORTH 138TH EAST AVENUE 8.3750 2 258,284.72 25 06/01/00
9080052216 F 03 2,016.03 360 05/01/30
02 OWASSO OK 74055 O 1 2,016.03 90 288,000.00
3646530 943/943 ANDERSON MICHAEL 8.5000 ZZ 300,000.00 00 02/22/00
9080052291 1503 ROUTE Z 8.2500 2 299,265.28 0 05/01/00
9080052291 F 05 2,306.74 360 04/01/30
02 CENTERTOWN MO 65109 O 1 2,306.74 79 380,000.00
3646531 943/943 LESSARD DAVID P 7.8750 ZZ 258,000.00 11 05/31/00
9080052852 9 PEGASUS PLACE 7.6250 1 257,643.78 12 07/01/00
9080052852 F 03 1,870.68 360 06/01/30
02 WASHINGTON TOWNS NJ 07882 O 1 1,870.68 84 308,990.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 100
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646532 943/943 ALVAREZ JR FREDERICKW 8.2500 ZZ 327,000.00 00 05/31/00
9080053858 17 SEA FOX LANE 8.0000 1 326,581.54 0 07/01/00
9080053858 F 05 2,456.64 360 06/01/30
02 GLOUCESTER MA 01930 O 1 2,456.64 68 482,000.00
3646533 943/943 MAAG WILLIAM R 8.5000 ZZ 436,800.00 00 06/23/00
9080053980 9 ANJA DRIVE 8.2500 1 436,535.39 0 08/01/00
9080053980 F 03 3,358.61 360 07/01/30
02 SIMSBURY CT 06070 O 1 3,358.61 80 546,000.00
3646534 943/943 BREIDENBACH JAMES C 8.1250 ZZ 528,000.00 00 05/31/00
9080054658 10820 HUNTSMAN ROAD 7.8750 2 527,306.87 0 07/01/00
9080054658 F 03 3,920.39 360 06/01/30
02 COLORADO SPRINGS CO 80908 O 1 3,920.39 80 660,000.00
3646535 943/943 BENSON JR MICHAEL R 8.3750 ZZ 650,000.00 00 04/21/00
9080054812 111 ANN STREET 8.1250 1 648,778.67 0 06/01/00
9080054812 F 05 4,940.47 360 05/01/30
02 CLARENDON HILLS IL 60514 O 1 4,940.47 79 822,854.00
3646536 943/943 EDWARDS TODD D 8.6250 ZZ 433,500.00 00 05/17/00
9080055681 3550 GOLF WALK CIRCLE N 8.3750 2 432,985.86 0 07/01/00
9080055681 F 03 3,371.72 360 06/01/30
02 MEMPHIS TN 38125 O 1 3,371.72 55 800,000.00
3646537 943/943 SWEENEY GARY A 8.6250 ZZ 266,330.00 00 05/16/00
9080055854 21322 FORSYTHIA LANE 8.3750 2 266,014.43 0 07/01/00
9080055854 F 05 2,071.49 360 06/01/30
02 ELKTON VA 22827 O 1 2,071.49 63 425,000.00
3646539 943/943 DUONG TAO H 8.5000 ZZ 578,000.00 00 05/17/00
9080056060 11825 BORUM AVE 8.2500 1 577,297.27 0 07/01/00
9080056060 F 03 4,444.32 360 06/01/30
02 TUSTIN CA 92782 O 1 4,444.32 80 722,500.00
3646540 943/943 HOLCOMB THOMAS J 8.1250 ZZ 275,592.00 00 05/25/00
9080056102 15110 69TH AVENUE SE 7.8750 1 275,230.22 0 07/01/00
9080056102 F 03 2,046.27 360 06/01/30
02 SNOHOMISH WA 98296 O 1 2,046.27 80 344,490.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 101
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646542 943/943 ALLEY CRAIG E 8.3750 ZZ 290,800.00 00 05/26/00
9080056948 1660 POPPY PEAK DRIVE 8.1250 1 290,437.28 0 07/01/00
9080056948 F 05 2,210.30 360 06/01/30
02 PASADENA CA 91105 O 1 2,210.30 65 451,000.00
3646543 943/943 MCDONALD BRIEN A 8.8750 ZZ 415,000.00 00 06/07/00
9080057081 11 EASLEY TERRACE 8.6250 1 414,767.34 0 08/01/00
9080057081 F 05 3,301.93 360 07/01/30
02 CONVENT STATION NJ 07961 O 1 3,301.93 64 650,000.00
3646544 943/943 TOMBES THOMAS H 8.3750 ZZ 300,000.00 12 05/30/00
9080057564 3011 RIVER HILLS LANE 8.1250 1 299,625.73 25 07/01/00
9080057564 F 05 2,280.22 360 06/01/30
02 MIDLOTHIAN VA 23113 O 1 2,280.22 86 350,000.00
3646545 943/943 GOLDBERG MICHAEL D 8.6250 ZZ 300,000.00 00 04/28/00
9080057739 6513 DANVILLE COURT 8.3750 1 299,463.57 0 06/01/00
9080057739 F 05 2,333.37 360 05/01/30
02 ROCKVILLE MD 20852 O 1 2,333.37 80 375,000.00
3646546 943/943 SHAW RICHELLE T 9.2500 ZZ 280,250.00 04 03/29/00
9080058086 6557 SOLITARY AVENUE 9.0000 1 279,662.12 30 05/01/00
9080058086 F 03 2,305.55 360 04/01/30
02 LAS VEGAS NV 89110 O 1 2,305.55 95 295,000.00
3646547 943/943 ROARTY ROBERT M 8.0000 ZZ 285,500.00 00 06/08/00
9080058133 11 HASTINGS LANE 7.7500 1 285,308.43 0 08/01/00
9080058133 F 05 2,094.90 360 07/01/30
02 FLEMINGTON NJ 08822 O 1 2,094.90 79 365,000.00
3646548 943/943 HULL THOMAS L 8.0000 ZZ 284,850.00 00 06/13/00
9080059424 6565 TWILIGHT GLOW DRIVE 7.7500 1 284,658.87 0 08/01/00
9080059424 F 05 2,090.13 360 07/01/30
02 ELDERSBURG MD 21784 O 1 2,090.13 80 356,094.00
3646549 943/943 GREGG VALERIE J 8.6250 ZZ 279,200.00 00 05/25/00
9080059507 7808 ACCOTINK PLACE 8.3750 1 278,869.18 0 07/01/00
9080059507 F 05 2,171.59 360 06/01/30
02 ALEXANDRIA VA 22308 O 1 2,171.59 80 349,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 102
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646550 943/943 LORBER JOHN R 8.0000 ZZ 508,000.00 00 06/15/00
9080059607 6320 BEVERLEYS MILL ROAD 7.7500 1 507,659.15 0 08/01/00
9080059607 F 05 3,727.52 360 07/01/30
02 BROAD RUN VA 20137 O 1 3,727.52 80 635,000.00
3646551 943/943 WHITEHURST DARRELL D 8.1250 ZZ 501,900.00 00 06/15/00
9080059613 1862 ISLAND WAY 7.8750 1 501,570.71 0 08/01/00
9080059613 F 03 3,726.60 360 07/01/30
02 OSPREY FL 34229 O 1 3,726.60 70 717,000.00
3646552 943/943 WAGNER DONALD 8.3750 ZZ 332,000.00 00 05/01/00
9080059631 1890 NORTH FERN STREET 8.1250 1 331,585.84 0 07/01/00
9080059631 F 05 2,523.44 360 06/01/30
02 ORANGE CA 92867 O 1 2,523.44 80 415,000.00
3646553 943/943 REIMERS PAUL A 8.2500 ZZ 389,800.00 00 05/11/00
9080059685 217 CORNWELL STREET NW 8.0000 2 389,301.17 0 07/01/00
9080059685 F 05 2,928.44 360 06/01/30
02 LEESBURG VA 20176 O 1 2,928.44 52 755,000.00
3646554 943/943 HOWARD TIMOTHY R 8.2500 ZZ 287,000.00 00 05/11/00
9080059703 2555 BRANCIFORTE DR 8.0000 2 285,942.63 0 07/01/00
9080059703 F 05 2,156.14 360 06/01/30
02 SANTA CRUZ CA 95065 O 1 2,156.14 58 500,000.00
3646555 943/943 ELLIOT JOHN 8.2500 ZZ 475,000.00 00 06/01/00
9080059734 18332 HIDEAWAY RD 8.0000 2 474,392.12 0 07/01/00
9080059734 F 05 3,568.52 360 06/01/30
02 CHARLOTTE NC 28278 O 1 3,568.52 59 810,000.00
3646556 943/943 TAING EAO 8.3750 ZZ 320,000.00 00 05/10/00
9080059742 3350 217TH PL NE 8.1250 1 319,600.80 0 07/01/00
9080059742 F 05 2,432.24 360 06/01/30
02 REDMOND WA 98053 O 1 2,432.24 65 492,500.00
3646557 943/943 APPEL GENE B 8.3750 ZZ 290,000.00 00 05/23/00
9080059800 36 HUMMINGBIRD LANE 8.1250 1 289,638.29 0 07/01/00
9080059800 F 03 2,204.21 360 06/01/30
02 HENDERSON NV 89014 O 1 2,204.21 77 380,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 103
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646558 943/943 LAM VINH T 8.3750 ZZ 639,150.00 00 05/05/00
9080059808 11815 BORUM AVENUE 8.1250 1 638,352.69 0 07/01/00
9080059808 F 03 4,858.00 360 06/01/30
02 TUSTIN CA 92782 O 1 4,858.00 80 798,960.00
3646559 943/943 KEE STEVEN W 8.2500 ZZ 261,000.00 00 05/24/00
9080059825 2232 WINDWARD SHORE DRIVE 8.0000 2 260,665.99 0 07/01/00
9080059825 F 05 1,960.81 360 06/01/30
02 VIRGINIA BE VA 23451 O 1 1,960.81 70 375,000.00
3646560 943/943 SCOVILLE THOMAS J 8.0000 ZZ 328,000.00 00 05/24/00
9080059826 654 ANGELL STREET 7.7500 1 327,558.35 0 07/01/00
9080059826 F 05 2,406.75 360 06/01/30
02 PROVIDENCE RI 02906 O 1 2,406.75 80 410,000.00
3646561 943/943 HENDRICKSON ROBERT G 8.2500 ZZ 468,000.00 00 05/25/00
9080059941 7213 BALMORAL DRIVE 8.0000 1 467,401.09 0 07/01/00
9080059941 F 03 3,515.93 360 06/01/30
02 COLLEYVILLE TX 76034 O 1 3,515.93 80 585,000.00
3646562 943/943 LAMB JR EDWARD J 8.2500 ZZ 531,900.00 00 06/16/00
9080059968 2932 LEATHERLEAF DRIVE 8.0000 2 531,528.81 0 08/01/00
9080059968 F 05 4,028.00 348 07/01/29
02 TOANO VA 23168 O 1 4,028.00 80 665,000.00
3646563 943/943 COLLINS FREDDIE L 8.5000 ZZ 300,000.00 00 06/08/00
9080059997 101 BIRCH TERRACE COURT 8.2500 2 299,818.26 0 08/01/00
9080059997 F 03 2,306.74 360 07/01/30
02 LEXINGTON SC 29072 O 1 2,306.74 75 400,000.00
3646564 943/943 O'BRIEN JR BRADLEY V 8.8750 ZZ 400,000.00 00 06/26/00
9080060031 40 PACER COURT 8.6250 1 399,775.75 0 08/01/00
9080060031 F 05 3,182.58 360 07/01/30
02 BASKING RIDGE NJ 07920 O 1 3,182.58 47 865,000.00
3646565 943/943 RAMER JOHN K 8.3750 ZZ 367,600.00 00 05/26/00
9080060169 811 INDIAN SPRINGS LN 8.1250 2 367,141.42 0 07/01/00
9080060169 F 05 2,794.03 360 06/01/30
02 CHAPEL HILL NC 27514 O 1 2,794.03 80 464,500.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 104
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646566 943/943 DROMS RALPH E 8.5000 ZZ 391,900.00 00 06/16/00
9080060182 21 PINE RIDGE ROAD 8.2500 1 391,662.59 0 08/01/00
9080060182 F 05 3,013.37 360 07/01/30
02 WESTFORD MA 01886 O 1 3,013.37 80 489,900.00
3646567 943/943 HARRISON JEFFREY J 8.3750 ZZ 261,250.00 10 05/31/00
9080060187 710 SILVER SADDLE ROAD 8.1250 1 260,924.08 30 07/01/00
9080060187 F 03 1,985.69 360 06/01/30
02 MONUMENT CO 80132 O 1 1,985.69 95 275,000.00
3646569 943/943 SCOTT KAREN M 8.5000 ZZ 335,200.00 00 06/16/00
9080060269 11900 LAKEWOOD LANE 8.2500 1 334,996.93 0 08/01/00
9080060269 F 05 2,577.40 360 07/01/30
02 FAIRFAX STATION VA 22039 O 1 2,577.40 80 419,000.00
3646570 943/943 OR RIN 8.5000 ZZ 432,000.00 00 05/03/00
9080060293 1341 PEACOCK COURT 8.2500 1 431,474.73 0 07/01/00
9080060293 F 05 3,321.71 360 06/01/30
02 GILROY CA 95020 O 1 3,321.71 80 540,000.00
3646571 943/943 DAO THANH 8.2500 ZZ 459,850.00 00 05/08/00
9080060295 5847 PALA MESA DRIVE 8.0000 1 459,261.52 0 07/01/00
9080060295 F 03 3,454.70 360 06/01/30
02 SAN JOSE CA 95123 O 1 3,454.70 80 574,844.00
3646572 943/943 BUTLER NORMAN 8.3750 ZZ 351,321.00 00 06/05/00
9080060307 1407 BERSHIRE LANE 8.1250 1 350,586.21 0 07/01/00
9080060307 F 03 2,670.30 360 06/01/30
02 CHARLOTTE NC 28262 O 1 2,670.30 80 439,151.00
3646573 943/943 PANTOLIANO MICHAEL W 8.2500 ZZ 379,900.00 00 06/01/00
9080060589 7 HOLMES ROAD 8.0000 1 379,413.88 0 07/01/00
9080060589 F 05 2,854.07 360 06/01/30
02 BOXFORD MA 01921 O 1 2,854.07 80 479,900.00
3646574 943/943 ZIMMERMAN FRAN P 8.6250 ZZ 460,000.00 00 05/24/00
9080060616 9807 THUNDERHILL COURT 8.3750 1 459,454.89 0 07/01/00
9080060616 F 03 3,577.83 360 06/01/30
02 GREAT FALLS VA 22066 O 1 3,577.83 80 575,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 105
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646575 943/943 ALSOP DAVID 8.6250 ZZ 388,000.00 00 06/16/00
9080060799 29 WHEELER ROAD 8.3750 1 387,770.93 0 08/01/00
9080060799 F 05 3,017.82 360 07/01/30
02 NEWTON MA 02159 O 1 3,017.82 80 485,000.00
3646576 943/943 MCDONALD FRANK B 8.6250 ZZ 454,500.00 04 05/25/00
9080060942 7330 FAIRWAY LANE 8.3750 1 453,961.41 25 07/01/00
9080060942 F 03 3,535.05 360 06/01/30
02 PARKER CO 80134 O 1 3,535.05 90 505,000.00
3646577 943/943 GRABER JR RAYMOND W 8.6250 ZZ 315,000.00 00 06/08/00
9080061099 3 MARTHA DRIVE 8.3750 5 314,814.02 0 08/01/00
9080061099 F 05 2,450.04 360 07/01/30
02 MORRISTOWN NJ 07960 O 1 2,450.04 75 420,000.00
3646578 943/943 SCHUMAN JILL 8.8750 ZZ 500,000.00 00 05/30/00
9080061191 820 ELKHORN MOUNTAIN ROAD 8.6250 2 499,236.39 0 07/01/00
9080061191 F 03 3,978.22 360 06/01/30
02 DURANGO CO 81301 O 1 3,978.22 29 1,750,000.00
3646579 943/943 BLANTON GERALD B 8.6250 ZZ 361,800.00 04 04/26/00
9080061205 13840 STONEY GATE PLACE 8.3750 1 360,460.08 25 06/01/00
9080061205 F 03 2,814.04 360 05/01/30
02 SAN DIEGO CA 92128 O 1 2,814.04 90 402,000.00
3646580 943/943 HAUBEN KATARINA H 8.6250 ZZ 266,000.00 10 05/30/00
9080061208 100 COLLEGE HILL ROAD 8.3750 1 265,684.72 30 07/01/00
9080061208 F 05 2,068.93 360 06/01/30
02 MONTROSE NY 10548 O 1 2,068.93 95 280,000.00
3646581 943/943 WARREN RANDALL T 8.0000 ZZ 292,000.00 00 06/05/00
9080061336 2985 DALE DRIVE 7.7500 1 291,804.07 0 08/01/00
9080061336 F 05 2,142.60 360 07/01/30
02 ATLANTA GA 30305 O 1 2,142.60 80 365,000.00
3646582 943/943 HO THONG H 8.7500 ZZ 440,000.00 00 05/04/00
9080061341 320 & 328 NORTH CENTRAL AVENUE 8.5000 1 439,491.86 0 07/01/00
9080061341 F 05 3,461.48 360 06/01/30
02 CAMBPELL CA 95008 O 2 3,461.48 80 550,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 106
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646583 943/943 PLANAS ANTONIO T 8.5000 ZZ 300,000.00 00 06/19/00
9080061343 108 WINDRUSH DRIVE 8.2500 1 299,818.25 0 08/01/00
9080061343 F 05 2,306.75 360 07/01/30
02 RIDGELAND MS 39157 O 1 2,306.75 66 457,000.00
3646584 943/943 BASKA SUSAN S 8.2500 ZZ 435,100.00 00 05/31/00
9080061427 44322 DEEP HOLLOW CIRCLE 8.0000 1 434,543.14 0 07/01/00
9080061427 F 05 3,268.76 360 06/01/30
02 NORTHVILLE MI 48167 O 1 3,268.76 80 543,900.00
3646586 943/943 BARROS ANTHONY 8.5000 ZZ 265,600.00 00 05/22/00
9080061441 13920 STRAWBERRY CIRCLE 8.2500 1 265,277.06 0 07/01/00
9080061441 F 03 2,042.23 360 06/01/30
02 PENN VALLEY CA 95946 O 1 2,042.23 80 332,000.00
3646587 943/943 SHAPLETON GEORGE 9.5000 ZZ 367,200.00 00 05/25/00
9080061469 2108 SHELBY CIRCLE 9.2500 1 366,837.35 0 07/01/00
9080061469 F 05 3,087.62 360 06/01/30
02 EL DORADO HILLS CA 95762 O 1 3,087.62 80 459,000.00
3646588 943/943 MAYEAUX JR MDM LOVELL J 8.7500 ZZ 468,900.00 12 05/17/00
9080061949 1444 HWY 115 8.5000 2 467,986.30 25 07/01/00
9080061949 F 05 3,688.84 360 06/01/30
02 MARKSVILLE LA 71351 O 1 3,688.84 82 575,000.00
3646589 943/943 WIMBERLY DAVID T 8.8750 ZZ 272,000.00 00 06/15/00
9080062198 1 DRURY PLAINS ROAD 8.6250 1 271,847.51 0 08/01/00
9080062198 F 05 2,164.16 360 07/01/30
02 STRATHAM NH 03885 O 1 2,164.16 80 340,000.00
3646590 943/943 CARLSON PAMELA B 7.8750 ZZ 277,500.00 00 06/14/00
9080062478 54 ALMA ROCK ROAD 7.6250 1 277,309.02 0 08/01/00
9080062478 F 05 2,012.07 360 07/01/30
02 STAMFORD CT 06903 O 1 2,012.07 59 475,000.00
3646591 943/943 LOLMAUGH DAVID W 8.2500 ZZ 350,000.00 00 05/05/00
9080062585 797 GOZA RD 8.0000 2 349,552.11 0 07/01/00
9080062585 F 05 2,629.43 360 06/01/30
02 FAYETTEVILLE GA 30215 O 1 2,629.43 63 560,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 107
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646592 943/943 MURPHY PATRICIA M 9.3750 ZZ 264,000.00 00 05/24/00
9080062834 319 NORTH ASHWOOD AVENUE 9.1250 5 263,732.32 0 07/01/00
9080062834 F 05 2,195.82 360 06/01/30
02 VENTURA CA 93003 O 1 2,195.82 70 380,000.00
3646593 943/943 WILSON DONALD C 9.0000 ZZ 355,000.00 00 06/02/00
9080063392 1534 ALKI AVENUE SW UNIT 402 8.7500 1 354,806.09 0 08/01/00
9080063392 F 08 2,856.41 360 07/01/30
02 SEATTLE WA 98116 O 1 2,856.41 62 574,950.00
3646594 943/943 ANDERSON LISA K 8.8750 ZZ 306,000.00 01 06/05/00
9080064080 4115 MARK ALAN DRIVE 8.6250 1 305,828.45 25 08/01/00
9080064080 F 05 2,434.68 360 07/01/30
02 SAN ANTONIO TX 78261 O 1 2,434.68 90 340,000.00
3646595 943/943 BAIO JOHN R 8.3750 ZZ 293,550.00 04 05/22/00
9080064177 421 LIBERTY DRIVE 8.1250 1 293,183.77 30 07/01/00
9080064177 F 05 2,231.19 360 06/01/30
02 SMYRNA TN 37167 O 1 2,231.19 95 309,032.00
3646596 943/943 SERPA GREGORY S 8.8750 ZZ 272,250.00 12 06/06/00
9080064200 10332 NORTH PAGE AVENUE 8.6250 1 272,097.38 25 08/01/00
9080064200 F 03 2,166.14 360 07/01/30
02 FRESNO CA 93720 O 1 2,166.14 90 302,500.00
3646597 943/943 MASTROFRANCESCO LOIS 8.6250 ZZ 464,000.00 00 06/16/00
9080064203 8030 MONTICELLO DRIVE 8.3750 1 463,726.05 0 08/01/00
9080064203 F 05 3,608.95 360 07/01/30
02 DUNWOODY GA 30350 O 1 3,608.95 80 580,000.00
3646598 943/943 POOLE PETER D 7.8750 ZZ 560,000.00 00 06/14/00
9080064333 311 RIVER OAKS 7.6250 1 559,614.07 0 08/01/00
9080064333 F 03 4,060.39 360 07/01/30
02 MEMPHIS TN 38120 O 1 4,060.39 78 725,000.00
3646599 943/943 CERVANTES AIDA G 8.2500 ZZ 350,000.00 00 05/10/00
9080064349 329 SAN MARINO LANE 8.0000 1 349,552.08 0 07/01/00
9080064349 F 05 2,629.44 360 06/01/30
02 BRENTWOOD CA 94513 O 1 2,629.44 67 524,217.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 108
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646600 943/943 GORMAN JOHN M 8.1250 ZZ 336,000.00 00 06/07/00
9080064380 3310 MID LANE 7.8750 1 335,779.38 0 08/01/00
9080064380 F 05 2,494.79 360 07/01/30
02 HOUSTON TX 77027 O 1 2,494.79 80 420,000.00
3646601 943/943 CHAMBLEE GARY D 8.3750 ZZ 350,000.00 00 06/30/00
9080064577 2424 HARTMILL COURT 8.1250 1 349,782.46 0 08/01/00
9080064577 F 03 2,660.25 360 07/01/30
02 CHARLOTTE NC 28226 O 1 2,660.25 73 480,500.00
3646602 943/943 OWEN STEPHEN 8.6250 ZZ 375,200.00 00 06/20/00
9080064578 73 WINSLOW AVENUE 8.3750 1 373,467.70 0 08/01/00
9080064578 F 05 2,918.27 360 07/01/30
02 SOMERVILLE MA 02144 O 1 2,918.27 80 469,000.00
3646603 943/943 WESTBROOK RICHARD S 8.5000 ZZ 592,000.00 00 06/12/00
9080064643 1201 SILVER HILL DRIVE 8.2500 1 591,641.36 0 08/01/00
9080064643 F 05 4,551.97 360 07/01/30
02 AUSTIN TX 78746 O 1 4,551.97 80 740,000.00
3646604 943/943 STOCKWELL LAURA L 8.7500 ZZ 268,000.00 00 06/30/00
9080065018 21 WILDEWOOD DR 8.5000 1 267,845.81 0 08/01/00
9080065018 F 05 2,108.36 360 07/01/30
02 CANTON MA 02021 O 1 2,108.36 80 335,000.00
3646605 943/943 CASEY KEVIN 8.3750 ZZ 319,700.00 00 06/16/00
9080065644 96 ARGILLA RD 8.1250 1 319,501.29 0 08/01/00
9080065644 F 05 2,429.95 360 07/01/30
02 IPSWICH MA 01938 O 1 2,429.95 80 400,000.00
3646606 943/943 GARDNER GARY G 8.0000 ZZ 304,000.00 00 06/26/00
9080065679 7272 S SUNDOWN CIRCLE 7.7500 1 303,796.02 0 08/01/00
9080065679 F 03 2,230.65 360 07/01/30
02 LITTLETON CO 80120 O 1 2,230.65 80 380,000.00
3646607 943/943 GATTEN O J 8.5000 ZZ 310,000.00 00 06/26/00
9080065796 256 E BOYNTON RD 8.2500 5 309,812.20 0 08/01/00
9080065796 F 05 2,383.63 360 07/01/30
02 KAYSVILLE UT 84037 O 1 2,383.63 62 500,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 109
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646608 943/943 FERNANDEZ ALEXIS C 8.5000 ZZ 299,500.00 00 06/21/00
9080066505 23518 HERITAGE OAK CT 8.2500 1 299,318.60 0 08/01/00
9080066505 F 03 2,302.90 360 07/01/30
02 SANTA CLARITA CA 91321 O 1 2,302.90 72 419,500.00
3646609 943/943 TOBIN BERTRAM 8.6250 T 325,000.00 00 06/27/00
9080066799 6425 W BURCHER ROAD 8.3750 1 324,808.10 0 08/01/00
9080066799 F 05 2,527.82 360 07/01/30
02 WILSON WY 83014 O 1 2,527.82 55 595,000.00
3646610 943/943 WERNER PAUL R 8.5000 ZZ 360,000.00 00 06/29/00
9080067665 727 NORTH C STREET 8.2500 1 359,781.90 0 08/01/00
9080067665 F 05 2,768.09 360 07/01/30
02 TACOMA WA 98403 O 1 2,768.09 56 650,000.00
3646611 943/943 OLSON JAMES M 9.0000 ZZ 455,400.00 12 06/16/00
9090002114 29 LONG ACRE DRIVE 8.7500 1 455,151.24 25 08/01/00
9090002114 F 05 3,664.26 360 07/01/30
02 HUNTINGTON NY 11743 O 1 3,664.26 90 506,000.00
3646612 943/943 ZLOTKOWSKI MIREK 8.8750 ZZ 516,000.00 00 06/23/00
9090003121 196 FERNDALE ROAD 8.6250 1 515,710.72 0 08/01/00
9090003121 F 05 4,105.53 360 07/01/30
02 SCARSDALE NY 10583 O 1 4,105.53 80 645,000.00
3646613 943/943 FOTO VITO F 8.5000 ZZ 499,000.00 00 06/27/00
9090003655 5 EVAN PLACE 8.2500 1 498,668.58 0 08/01/00
9090003655 F 05 3,836.88 360 07/01/30
02 ARMONK NY 10504 O 1 3,836.88 74 675,000.00
3646614 943/943 LIONG CHRISTOPH 8.6250 ZZ 322,000.00 00 06/20/00
9090003745 200 RIVERSIDE BLVD 15G 8.3750 1 321,809.89 0 08/01/00
9090003745 F 06 2,504.49 360 07/01/30
02 NEW YORK NY 10069 O 1 2,504.49 70 460,000.00
3646615 943/943 GRIFFIN ADRIAN 7.8750 ZZ 304,200.00 00 06/15/00
9090003852 63 LONGACRE DRIVE 7.6250 1 303,990.64 0 08/01/00
9090003852 F 05 2,205.67 360 07/01/30
02 COLLEGEVILLE PA 19426 O 1 2,205.67 80 381,400.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 110
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646616 943/943 KOEPPEL HARVEY 8.7500 ZZ 699,000.00 00 06/12/00
9090003942 200 RIVERSIDE BLVD UNIT 12A 8.5000 1 698,597.84 0 08/01/00
9090003942 F 06 5,499.04 360 07/01/30
02 NEW YORK NY 10069 O 1 5,499.04 69 1,022,500.00
3646617 943/943 HEFFERNAN RICHARD G 8.6250 ZZ 290,000.00 00 06/05/00
9090004089 305 EAST 40TH STREET APT 12S 8.3750 1 289,828.78 0 08/01/00
9090004089 F 11 2,255.60 360 07/01/30
02 NEW YORK NY 10016 O 1 2,255.60 74 395,000.00
3646618 943/943 SUN LIHONG 8.5000 ZZ 290,400.00 00 06/01/00
9090004180 15 MYSTIC VIEW TERRACE 8.2500 1 290,046.31 0 07/01/00
9090004180 F 05 2,232.93 360 06/01/30
02 ARLINGTON MA 02474 O 1 2,232.93 80 363,000.00
3646619 943/943 HARBUTT CHARLES 8.5000 ZZ 404,000.00 00 06/09/00
9090004342 299A CARROLL STREET UNIT HH 8.2500 1 403,555.25 0 08/01/00
9090004342 F 01 3,106.42 360 07/01/30
02 BROOKLYN NY 11231 O 1 3,106.42 80 505,000.00
3646620 943/943 PECK RANDALL P 8.6250 ZZ 656,000.00 00 06/21/00
9090004364 32 ASPEN RD 8.3750 1 655,612.69 0 08/01/00
9090004364 F 05 5,102.31 360 07/01/30
02 SCARSDALE NY 10583 O 1 5,102.31 80 820,000.00
3646621 943/943 THIES HAROLD 8.5000 ZZ 500,000.00 00 06/20/00
9090004374 41 SHORE PARK ROAD 8.2500 1 499,697.10 0 08/01/00
9090004374 F 05 3,844.57 360 07/01/30
02 GREAT NECK NY 11023 O 1 3,844.57 67 750,000.00
3646622 943/943 ARIKATA JON 8.3750 ZZ 264,700.00 00 06/14/00
9090004563 1845 FINDLEY DRIVE 8.1250 1 264,535.47 0 08/01/00
9090004563 F 05 2,011.92 360 07/01/30
02 MILPITAS CA 95035 O 1 2,011.92 80 330,980.00
3646623 943/943 GHOSTLAW DAVID L 8.5000 ZZ 280,000.00 00 06/12/00
9090004574 64 GRINNELL STREET 8.2500 5 279,830.37 0 08/01/00
9090004574 F 05 2,152.96 360 07/01/30
02 RHINECLIFF NY 12574 O 1 2,152.96 70 405,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 111
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646624 943/943 KRAUSS ALVIN 8.7500 ZZ 640,000.00 00 06/28/00
9090004637 146 REDPOLE PATH 8.5000 1 639,631.78 0 08/01/00
9090004637 F 01 5,034.89 360 07/01/30
02 ROSLYN HEIGHTS NY 11577 O 1 5,034.89 80 801,000.00
3646625 943/943 THI NGUYEN L 8.8750 ZZ 256,000.00 00 06/09/00
9090004735 337 E CONCORD WAY 8.6250 1 255,856.47 0 08/01/00
9090004735 F 03 2,036.86 360 07/01/30
02 PLACENTIA CA 92870 O 1 2,036.86 80 320,000.00
3646626 943/943 ANTON ALEX 8.6250 ZZ 378,000.00 12 06/09/00
9090004837 33 WINKLE POINT ROAD 8.3750 1 377,776.83 25 08/01/00
9090004837 F 05 2,940.05 360 07/01/30
02 EATONS NECK NY 11768 O 1 2,940.05 90 420,000.00
3646627 943/943 BREGER SCOTT 8.5000 ZZ 276,000.00 00 06/29/00
9090004939 134 CLEVELAND AVENUE 8.2500 1 275,832.79 0 08/01/00
9090004939 F 05 2,122.21 360 07/01/30
02 ROCKVILLE CENTRE NY 11570 O 2 2,122.21 80 345,000.00
3646628 943/943 SHEERIN MATTHEW J 8.8750 ZZ 325,000.00 00 06/16/00
9090004968 22 MARION PLACE 8.6250 1 324,817.80 0 08/01/00
9090004968 F 05 2,585.85 360 07/01/30
02 HUNTINGTON NY 11746 O 1 2,585.85 80 407,000.00
3646629 943/943 SHIELDS JOHN T 8.2500 ZZ 435,200.00 00 05/23/00
9090005005 512 NORTH GOWER STREET 8.0000 1 434,643.05 0 07/01/00
9090005005 F 05 3,269.52 360 06/01/30
02 LOS ANGELES CA 90004 O 1 3,269.52 80 544,000.00
3646630 943/943 STRAND JASON A 8.5000 ZZ 292,000.00 00 06/16/00
9090005034 108 ROSES COURT 8.2500 1 291,823.10 0 08/01/00
9090005034 F 05 2,245.23 360 07/01/30
02 WASHINGTON NJ 08691 O 1 2,245.23 80 365,000.00
3646631 943/943 PURDOM EDWARD W 8.5000 ZZ 550,000.00 00 05/16/00
9090005100 15 PROSPECT AVE 8.2500 5 549,331.24 0 07/01/00
9090005100 F 05 4,229.03 360 06/01/30
02 SAN ANSELMO CA 94960 O 1 4,229.03 46 1,200,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 112
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646632 943/943 MALTEZOS LOUIS P 8.7500 ZZ 351,200.00 00 06/15/00
9090005202 2515 SHERMAN AVE 8.5000 1 350,997.93 0 08/01/00
9090005202 F 05 2,762.90 360 07/01/30
02 EVANSTON IL 60201 O 1 2,762.90 80 439,000.00
3646633 943/943 BAKSH MOHAMMED R 8.6250 ZZ 280,000.00 00 06/20/00
9090005338 26-22 UTOPIA PARKWAY 8.3750 1 279,834.68 0 08/01/00
9090005338 F 05 2,177.82 360 07/01/30
02 FLUSHING NY 11358 O 1 2,177.82 80 350,000.00
3646634 943/943 SEGMULLER WOLFGANG 8.0000 ZZ 339,200.00 00 06/16/00
9090005403 10 PINE ROAD 7.7500 1 338,972.40 0 08/01/00
9090005403 F 05 2,488.93 360 07/01/30
02 VALHALLA NY 10595 O 1 2,488.93 80 424,000.00
3646635 943/943 STANDIG KENNETH 8.6250 ZZ 320,000.00 00 06/30/00
9090005783 264 HILLTURN LANE 8.3750 1 319,811.07 0 08/01/00
9090005783 F 05 2,488.93 360 07/01/30
02 ROSLYN HEIGHTS NY 11577 O 1 2,488.93 80 405,000.00
3646636 943/943 KAPELMAN DAVID 8.8750 ZZ 645,000.00 00 06/14/00
9090005912 636 WEST 254TH STREET 8.6250 1 643,132.31 0 08/01/00
9090005912 F 05 5,131.91 360 07/01/30
02 BRONX NY 10471 O 1 5,131.91 77 845,000.00
3646637 943/943 KOBRIN CRAIG J 8.2500 ZZ 436,000.00 00 06/26/00
9090005933 624 EAST BROAD STREET 8.0000 1 435,721.97 0 08/01/00
9090005933 F 05 3,275.53 360 07/01/30
02 WESTFIELD NJ 07090 O 1 3,275.53 77 570,000.00
3646638 943/943 GRIECI CORRADO 8.3750 ZZ 365,000.00 00 06/21/00
9090006086 9 MOUNT PLEASANT STREET 8.1250 1 364,773.13 0 08/01/00
9090006086 F 05 2,774.27 360 07/01/30
02 WINCHESTER MA 01890 O 1 2,774.27 65 565,000.00
3646639 943/943 HICKS KIMBERLY H 8.7500 ZZ 310,000.00 00 06/06/00
9090006184 487 CRESTMONT DRIVE 8.5000 5 309,821.64 0 08/01/00
9090006184 F 05 2,438.78 360 07/01/30
02 OAKLAND CA 94619 O 1 2,438.78 67 465,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 113
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646640 943/943 SAVCI HALUK 9.0000 ZZ 396,000.00 00 06/29/00
9090006197 443 MARLBOROUGH RD 8.7500 1 395,783.69 0 08/01/00
9090006197 F 05 3,186.31 360 07/01/30
02 BROOKLYN NY 11226 O 1 3,186.31 80 495,000.00
3646642 943/943 LYNCH FRANCIS S 8.7500 T 352,066.00 00 05/24/00
9090006495 1680 WILLIAMSPORT STREET 8.5000 1 351,658.61 0 07/01/00
9090006495 F 03 2,769.71 360 06/01/30
02 HENDERSON NV 89012 O 1 2,769.71 80 444,583.00
3646643 943/943 BRADY MICHAEL I 8.8750 ZZ 700,000.00 00 06/15/00
9090006555 461 NORTH CANAL STREET 8.6250 1 699,607.56 0 08/01/00
9090006555 F 29 5,569.52 360 07/01/30
02 CHICAGO IL 60610 O 1 5,569.52 66 1,069,000.00
3646644 943/943 SUAREZ JAMES 8.6250 ZZ 344,000.00 00 06/02/00
9090006975 1540 SCARAWAY DRIVE 8.3750 1 343,491.62 0 07/01/00
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3646645 943/943 SIEG GREG S 8.2500 ZZ 391,600.00 00 06/22/00
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3646646 943/943 BOLTON WILLIAM D 9.2500 ZZ 368,000.00 00 06/05/00
9090007320 2978 SONDRA CT 9.0000 2 361,055.67 0 08/01/00
9090007320 F 03 3,027.45 360 07/01/30
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3646647 943/943 CHOINKA KEITH A 8.7500 ZZ 415,000.00 00 06/30/00
9090007603 26 GURLEY ROAD 8.5000 1 414,761.23 0 08/01/00
9090007603 F 05 3,264.81 360 07/01/30
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3646648 943/943 ADLER JAMES L 8.8750 ZZ 500,000.00 00 07/11/00
9090007831 21 ROUND HILL ROAD 8.6250 1 500,000.00 0 09/01/00
9090007831 F 05 3,978.23 360 08/01/30
02 SCARSDALE NY 10583 O 1 3,978.23 58 876,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 114
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646649 943/943 MAIER DROR 8.5000 ZZ 409,600.00 00 06/13/00
9090007924 4357 CEDARHURST CIRCLE 8.2500 1 409,351.86 0 08/01/00
9090007924 F 05 3,149.47 360 07/01/30
02 LOS ANGELES CA 90027 O 1 3,149.47 80 512,000.00
3646650 943/943 MILLER ERIC L 8.5000 ZZ 352,000.00 00 07/03/00
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9090007970 F 05 2,706.58 360 07/01/30
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3646651 943/943 SMITH LISA 8.1250 ZZ 383,200.00 00 06/13/00
9090008146 1117 S DUNSMUIR AVE 7.8750 1 382,894.58 0 08/01/00
9090008146 F 05 2,845.25 360 07/01/30
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3646652 943/943 FITZPATRICK NEIL 8.7500 ZZ 300,000.00 00 06/16/00
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9090008342 UNIT 23 F 01 2,360.11 360 07/01/30
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3646654 943/943 WILLIAMSON DAVID P 8.3750 ZZ 429,600.00 00 06/23/00
9090008772 1364 VIA DE LOS REYES 8.1250 1 429,332.97 0 08/01/00
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3646655 943/943 SAVIT LESTER J 8.1250 ZZ 550,000.00 00 06/23/00
9090008930 1620 LOUISE STREET 7.8750 1 549,640.22 0 08/01/00
9090008930 F 05 4,083.74 360 07/01/30
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3646656 943/943 GWYNN MARY E 8.5000 ZZ 300,000.00 00 07/11/00
9090009233 2299 SACRAMENTO ST UNIT 12 8.2500 1 300,000.00 0 09/01/00
9090009233 F 08 2,306.75 360 08/01/30
02 SAN FRANCIS CA 94115 O 1 2,306.75 54 563,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 115
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3646657 943/943 MORALES DAVID C 8.6250 ZZ 364,000.00 00 06/22/00
9518600832 3403 THORNAPPLE STREET 8.3750 1 363,785.09 0 08/01/00
9518600832 F 05 2,831.16 360 07/01/30
02 CHEVY CHASE MD 20815 O 1 2,831.16 80 455,000.00
3646658 943/943 KOPP ALEXANDERB 9.0000 T 332,000.00 00 06/21/00
9532600809 62 SEQUOIA RIDGE ROAD 8.7500 1 331,818.65 0 08/01/00
9532600809 F 05 2,671.35 360 07/01/30
02 CAZADERO CA 95421 O 1 2,671.35 80 415,000.00
3646659 943/943 WILDER JO W 8.2500 ZZ 300,000.00 00 04/20/00
9542400675 888 BRICKELL KEY DRIVE UNIT 2 8.0000 1 299,422.14 0 06/01/00
9542400675 F 06 2,253.80 360 05/01/30
02 MIAMI FL 33131 O 1 2,253.80 77 390,000.00
3646660 943/943 LEVIN NATHANIEL 8.6250 ZZ 500,000.00 00 06/30/00
9550601282 5 OVERDALE ROAD 8.3750 1 499,704.80 0 08/01/00
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02 RYE NY 10580 O 1 3,888.95 52 977,500.00
3646661 943/943 KELLOGG KATRINA 9.1250 ZZ 292,000.00 00 06/29/00
9576700429 1438 S ATLANTIC DRIVE 8.8750 1 291,844.61 0 08/01/00
9576700429 F 05 2,375.81 360 07/01/30
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3646662 943/943 COWAN MARK E 7.8750 ZZ 325,000.00 00 06/22/00
9581400354 99 ARLINGTON AVENUE 7.6250 5 324,732.81 0 08/01/00
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3646730 956/G01 KO DANIEL K 8.1250 ZZ 336,000.00 00 07/17/00
0432183986 1028 GREENFIELD AVENUE 7.8750 1 336,000.00 0 09/01/00
510060137 F 05 2,494.79 360 08/01/30
02 ARCADIA CA 91006 O 1 2,494.79 75 448,000.00
3646762 163/163 OATES JR RICHARD H 8.2500 ZZ 500,000.00 00 07/10/00
20845480 2889 ARDON LANE 8.0000 4 500,000.00 0 09/01/00
20845480 F 05 3,756.33 360 08/01/30
02 CASPER WY 82609 O 1 3,756.33 80 625,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 116
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3647305 956/G01 KURTZ THOMAS H 8.3750 ZZ 292,000.00 00 07/24/00
0432180172 17784 ICON TRAIL 8.1250 1 292,000.00 0 09/01/00
3510070050 F 05 2,219.41 360 08/01/30
02 LAKEVILLE MN 55044 O 1 2,219.41 80 365,000.00
3647803 E22/G01 GARNSEY HILARY J 8.5000 ZZ 159,000.00 00 07/28/00
0412059040 1090 JERSEY STREET 8.2500 1 159,000.00 0 09/01/00
0412059040 F 05 1,222.57 360 08/01/30
22 DENVER CO 80220 O 1 1,222.57 70 229,000.00
3648058 956/G01 SHIELDS KELLY J 8.2500 ZZ 359,000.00 00 07/24/00
0432175537 4290 QUEEN AVENUE SOUTH 8.0000 1 359,000.00 0 09/01/00
3510060154 F 05 2,697.05 360 08/01/30
02 MINNEAPOLIS MN 55410 O 1 2,697.05 68 535,000.00
3648080 956/G01 BILEK CYNTHIA L 8.3750 ZZ 427,950.00 00 07/10/00
0432191336 107 MORELAND COURT 8.1250 1 427,950.00 0 09/01/00
310060362 F 05 3,252.73 360 08/01/30
02 FOLSOM CA 95630 O 1 3,252.73 80 535,000.00
3648095 696/G01 OGBEBOR THEOPHILUA 8.3750 ZZ 271,200.00 00 07/28/00
0432165900 911 O STREET, NW 8.1250 1 271,200.00 0 09/01/00
24600185 F 05 2,061.32 360 08/01/30
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3648097 696/G01 JARKAS AIDA T 8.6250 ZZ 650,000.00 00 07/26/00
0432165959 3804 VILLAGE PARK DRIVE 8.3750 1 650,000.00 0 09/01/00
32600116 F 03 5,055.63 360 08/01/30
02 CHEVY CHASE MD 20815 O 1 5,055.63 69 950,000.00
3648098 696/G01 COLEMAN ROBERT L 8.1250 ZZ 451,900.00 00 07/27/00
0432166007 2790 WELBOURNE COURT 7.8750 1 451,900.00 0 09/01/00
21700099 F 03 3,355.34 360 08/01/30
02 OAKTON VA 22124 O 1 3,355.34 80 564,900.00
3648099 696/G01 POPE III ALEXANDERS 8.6250 ZZ 284,000.00 00 07/20/00
0432165793 10904 NEW ENGLAND DRIVE 8.3750 2 284,000.00 0 09/01/00
20200013 F 05 2,208.92 360 08/01/30
02 CLINTON MD 20735 O 1 2,208.92 80 355,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 117
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3648295 163/163 LUFBURROW HOWARD W 9.1250 ZZ 266,850.00 10 06/30/00
80069166 40 CEDAR TRAILS 8.8750 1 266,707.99 25 08/01/00
80069166 F 05 2,171.18 360 07/01/30
02 BELTON TX 76513 O 1 2,171.18 91 294,500.00
3648481 163/163 PERILLO VINCENT 8.8750 ZZ 600,000.00 00 06/27/00
1000153035 41 LONG BEACH BOULEVARD 8.6250 5 599,663.63 0 08/01/00
1000153035 F 05 4,773.87 360 07/01/30
22 LOVELADIES NJ 08008 O 1 4,773.87 33 1,850,000.00
3648849 163/163 SANDERS WILLIAM 8.5000 ZZ 322,100.00 11 07/03/00
717478563 6230 NORTH RANGER AVENUE 8.2500 1 322,100.00 25 09/01/00
717478563 F 05 2,476.67 360 08/01/30
02 CLOVIS CA 93611 O 1 2,476.67 90 357,900.00
3648980 163/163 PASTUSAK PAUL 8.8750 ZZ 428,000.00 00 06/28/00
217468523 4122 ANN ARBOR ROAD 8.6250 1 428,000.00 0 09/01/00
217468523 F 05 3,405.36 360 08/01/30
02 LAKEWOOD CA 90712 O 1 3,405.36 80 535,000.00
3650163 163/163 FINLEY MARK D 8.5000 ZZ 290,000.00 00 06/08/00
401380466 3633 RIVER OAKS 8.2500 1 289,824.32 0 08/01/00
401380466 F 03 2,229.85 360 07/01/30
02 TYLER TX 75707 O 1 2,229.85 74 395,000.00
3650301 163/163 GLUECK BRIAN J 8.3750 ZZ 440,000.00 00 07/06/00
1000192450 10 OLD FIELD LANE 8.1250 1 440,000.00 0 09/01/00
1000192450 F 05 3,344.32 360 08/01/30
02 LAKE SUCCESS NY 11020 O 1 3,344.32 80 550,000.00
3650415 163/163 FUSCHETTI DEAN 8.6250 ZZ 461,600.00 00 07/06/00
1000149527 500 SEVEN BRIDGES ROAD 8.3750 1 461,600.00 0 09/01/00
1000149527 F 05 3,590.28 360 08/01/30
02 LITTLE SILVER NJ 07739 O 1 3,590.28 80 580,000.00
3650512 893/G01 DE SMIDT TODD M 8.7500 ZZ 336,000.00 00 07/21/00
0432166189 6277 WEST DEER VALLEY ROAD 8.5000 1 336,000.00 0 09/01/00
M00703011 F 03 2,643.31 360 08/01/30
02 GLENDALE AZ 85308 O 1 2,643.31 80 420,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 118
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3652130 956/G01 BARLOW GEORGE W 8.1250 ZZ 360,000.00 00 07/19/00
0432190197 2591 HILGARD AVENUE 7.8750 1 360,000.00 0 09/01/00
110070028 F 01 2,672.99 360 08/01/30
02 BERKELEY CA 94709 O 1 2,672.99 80 450,000.00
3652408 696/G01 LOMBARDI DENESE N 8.5000 ZZ 359,200.00 00 07/26/00
0432166924 3853 OLIVER STREET NW 8.2500 1 359,200.00 0 09/01/00
31200137 F 05 2,761.94 360 08/01/30
02 WASHINGTON DC 20015 O 1 2,761.94 80 449,000.00
3652410 696/G01 DIFRONZO VINCENT P 8.5000 ZZ 263,200.00 00 07/28/00
0432167245 4204 WAKEFIELD DRIVE 8.2500 1 263,200.00 0 09/01/00
21700095 F 05 2,023.78 360 08/01/30
02 ANNANDALE VA 22003 O 1 2,023.78 80 329,000.00
3652411 696/G01 OUTTARAC MALICA M 8.6250 ZZ 296,850.00 00 07/28/00
0432167278 312 SENATE COURT 8.3750 1 296,850.00 0 09/01/00
21400091 F 03 2,308.87 360 08/01/30
02 HERNDON VA 20170 O 1 2,308.87 80 371,075.00
3652412 696/G01 MELNYK CARY S 8.5000 ZZ 584,000.00 00 07/25/00
0432167385 6018 CHESTERBROOK ROAD 8.2500 2 584,000.00 0 09/01/00
10000037 F 05 4,490.45 360 08/01/30
02 MCLEAN VA 22101 O 1 4,490.45 80 730,000.00
3653088 E84/G01 MILLER CHARLES R 8.7500 ZZ 270,000.00 10 07/17/00
0432182053 300 FAIRWAY COURT 8.5000 1 270,000.00 25 09/01/00
11701637 F 29 2,124.09 360 08/01/30
02 SAINT CLAIR MI 48079 O 1 2,124.09 90 300,000.00
3653295 E84/G01 HIATT STEVEN J 8.3750 ZZ 444,000.00 00 07/12/00
0432182517 2682 LAS AROMAS 8.1250 1 444,000.00 0 09/01/00
54000361 F 05 3,374.72 360 08/01/30
02 OAKLAND CA 94611 O 1 3,374.72 80 555,000.00
3653395 E84/G01 WILFORD DAVID A 8.5000 ZZ 292,000.00 00 07/24/00
0432182343 131 MOHAWK DRIVE 8.2500 1 292,000.00 0 09/01/00
11203873 F 05 2,245.23 360 08/01/30
02 BARRINGTON IL 60010 O 1 2,245.23 80 365,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 119
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3653560 M01/G01 PALMER MICHAEL V 8.5000 ZZ 325,000.00 00 07/26/00
0432191518 6568 IVYGLEN DRIVE 8.2500 1 325,000.00 0 09/01/00
0410840 F 05 2,498.97 360 08/01/30
02 DALLAS TX 75240 O 1 2,498.97 66 497,000.00
3653579 E84/G01 MILLER STEVEN W 8.5000 ZZ 269,600.00 00 07/21/00
0432182137 5408 CAROLINE AVENUE 8.2500 1 269,600.00 0 09/01/00
11401636 F 05 2,072.99 360 08/01/30
02 WESTERN SPRINGS IL 60558 O 1 2,072.99 80 337,000.00
3654450 E84/G01 ANDERSON JAMES 8.7500 ZZ 483,450.00 00 07/03/00
0432181964 760 CHILES AVENUE 8.5000 1 483,450.00 0 09/01/00
100001447 F 03 3,803.30 360 08/01/30
02 ST HELENA CA 94574 O 1 3,803.30 80 604,314.00
3654800 E84/G01 GIROUX MONIQUE L 8.6250 ZZ 304,800.00 00 06/27/00
0432182244 20109 NE WOODINVILLE DUVALL R 8.3750 1 304,620.05 0 08/01/00
43990298 D F 05 2,370.70 360 07/01/30
02 WOODINVILLE WA 98072 O 1 2,370.70 80 381,000.00
3654838 168/168 ISRAEL ROBERT 8.5000 ZZ 541,500.00 00 07/25/00
0189611278 50 OXFORD COURT 8.2500 1 541,500.00 0 09/01/00
0189611278 F 05 4,163.67 360 08/01/30
02 SUFFERN NY 10901 O 1 4,163.67 80 676,876.00
3654859 E84/G01 MCCARTHY BRUCE G 8.3750 ZZ 302,600.00 00 07/17/00
0432182426 827 WEST BRADLEY PLACE NO 4W 8.1250 1 302,600.00 0 09/01/00
11005290 F 01 2,299.98 360 08/01/30
02 CHICAGO IL 60613 O 1 2,299.98 77 397,500.00
3656049 E22/G01 CHASAN MARK 8.3750 ZZ 650,000.00 00 07/12/00
0412036071 480 WESTLAKE BOULEVARD 8.1250 1 650,000.00 0 09/01/00
0412036071 F 05 4,940.47 360 08/01/30
22 MALIBU CA 90265 O 1 4,940.47 60 1,100,000.00
3656050 E22/G01 CREEDON MICHAEL K 8.6250 ZZ 352,000.00 00 07/25/00
0412041287 8246 ARDENNESS DRIVE 8.3750 2 352,000.00 0 09/01/00
0412041287 F 05 2,737.82 360 08/01/30
02 SACRAMENTO CA 95829 O 1 2,737.82 80 440,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 120
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3656071 E22/G01 KARIMI CYRUS 8.2500 ZZ 507,400.00 00 07/31/00
0412077448 4421 BEULAH DRIVE 8.0000 1 507,400.00 0 09/01/00
0412077448 F 05 3,811.93 360 08/01/30
22 LA CANADA FLINTR CA 91011 O 1 3,811.93 70 725,000.00
3656271 696/G01 MCCONNELL JAMES C 8.0000 ZZ 460,000.00 00 07/28/00
0432168318 6731 TOMLINSON TERRACE 7.7500 1 460,000.00 0 09/01/00
31200143 F 05 3,375.32 360 08/01/30
02 CABIN JOHN MD 20818 O 1 3,375.32 80 575,000.00
3656272 696/G01 BURNETTE JULIE A 8.2500 ZZ 369,150.00 00 07/28/00
0432168482 304 PURE SPRING CRESCENT 8.0000 1 369,150.00 0 09/01/00
32700047 F 03 2,773.30 360 08/01/30
02 ROCKVILLE MD 20850 O 1 2,773.30 80 461,440.00
3656273 696/G01 KOSZTOLNIK JOHN W 8.7500 ZZ 312,000.00 00 07/28/00
0432168599 11209 SEPTEMBER LANE 8.5000 1 312,000.00 0 09/01/00
23100038 F 05 2,454.51 360 08/01/30
02 FAIRFAX STATION VA 22039 O 1 2,454.51 80 390,000.00
3656675 E22/G01 MITCHELL JANET S 8.8750 ZZ 53,000.00 00 07/26/00
0411999246 345 E. WILSON AVE 8.6250 5 53,000.00 0 09/01/00
0411999246 F 05 421.69 360 08/01/30
02 PILOT POINT TX 76258 O 1 421.69 75 70,850.00
3656684 E22/G01 RATKOVIC DOUGLAS A 8.6250 ZZ 295,200.00 00 07/24/00
0412024267 1616 DALE AVENUE 8.3750 1 295,200.00 0 09/01/00
0412024267 F 05 2,296.04 360 08/01/30
02 SAN MATEO CA 94401 O 1 2,296.04 65 460,000.00
3656709 E22/G01 JEROME JANICE L 8.6250 ZZ 76,000.00 00 07/31/00
0412047359 54 ROPE FERRY ROAD UNIT A-8 8.3750 1 76,000.00 0 09/01/00
0412047359 F 01 591.12 360 08/01/30
22 WATERFORD CT 06385 O 1 591.12 61 125,000.00
3658790 956/G01 KOSES JEFFREY A 8.0000 ZZ 291,200.00 00 07/26/00
0432170629 8526 WILD SPRUCE DRIVE 7.7500 1 291,200.00 0 09/01/00
2810070032 F 05 2,136.72 360 08/01/30
02 SPRINGFIELD VA 22153 O 1 2,136.72 80 364,001.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 121
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3660183 E22/G01 HANSEN HEATHER J 9.0000 ZZ 469,900.00 00 07/25/00
0412062028 106 AMALFI WAY 8.7500 1 469,900.00 0 09/01/00
0412062028 F 01 3,780.92 360 08/01/30
02 REDWOOD CITY CA 94065 O 1 3,780.92 80 587,400.00
3660641 822/G01 MARTINI ROBERT 8.6250 ZZ 350,000.00 00 07/06/00
0432169977 133 MENDHAM COURT 8.3750 1 350,000.00 0 09/01/00
1016001231 F 01 2,722.27 360 08/01/30
02 HOLMDEL NJ 07733 O 1 2,722.27 76 464,564.00
3660651 A35/G01 REDMOND MARTIN J 8.8750 ZZ 296,850.00 14 07/31/00
0432172757 725 PINE TREE COURT 8.6250 1 296,850.00 25 09/01/00
REDMOND F 05 2,361.87 360 08/01/30
02 PORT JEFFERSON NY 11777 O 1 2,361.87 90 332,500.00
3660661 696/G01 SALTER SHANE L 8.8750 ZZ 376,000.00 00 07/28/00
0432170462 43243 BROWNSTONE COURT 8.6250 1 376,000.00 0 09/01/00
25200077 F 03 2,991.62 360 08/01/30
02 ASHBURN VA 20147 O 1 2,991.62 80 470,000.00
3662283 956/G01 SQUIRES CHARLES E 8.1250 ZZ 334,000.00 00 07/25/00
0432177996 1210 BROOKVIEW DRIVE 7.8750 1 334,000.00 0 09/01/00
2710060152 F 05 2,479.94 360 08/01/30
02 ATHENS GA 30606 O 1 2,479.94 80 417,500.00
3663027 025/025 VAN DEN BERG EGERTON K 7.1250 ZZ 650,000.00 00 04/14/99
920372 1245 HOWELL POINT 6.8750 1 641,870.53 0 06/01/99
920372 F 05 4,379.17 360 05/01/29
02 WINTER PARK FL 32792 O 1 4,379.17 61 1,075,000.00
3664548 E22/G01 WOOTEN MICHAEL E 8.5000 ZZ 303,600.00 00 07/25/00
0412059800 4208 PANCHO ROAD 8.2500 1 303,600.00 0 09/01/00
0412059800 F 05 2,334.42 360 08/01/30
02 CAMARILLO CA 93012 O 1 2,334.42 80 379,500.00
3664966 696/G01 RUSSIN DAVID A 8.5000 ZZ 281,350.00 00 07/31/00
0432171486 21227 HICKORY FOREST WAY 8.2500 1 281,350.00 0 09/01/00
31200023 F 03 2,163.34 360 08/01/30
02 GERMANTOWN MD 20876 O 1 2,163.34 80 351,714.001
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 122
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3664967 696/G01 FARZIN SINA P 8.5000 ZZ 324,000.00 00 07/31/00
0432171627 14101 CALABASH LANE 8.2500 1 324,000.00 0 09/01/00
32700077 F 03 2,491.28 360 08/01/30
02 ROCKVILLE MD 20850 O 1 2,491.28 80 405,000.00
3664968 696/G01 PAVLOCK A T 8.5000 ZZ 360,000.00 00 07/31/00
0432171817 1945 PANHANDLE ROAD 8.2500 2 360,000.00 0 09/01/00
10000038 F 05 2,768.09 360 08/01/30
02 FRONT ROYAL VA 22630 O 1 2,768.09 80 450,000.00
3664969 696/G01 SCHULZ GARY D 8.6250 ZZ 322,500.00 00 07/31/00
0432171734 7 STEED PLACE 8.3750 5 322,500.00 0 09/01/00
23500040 F 03 2,508.37 360 08/01/30
02 STERLING VA 20165 O 1 2,508.37 75 430,000.00
3665642 E47/G01 PILCHER DARREN S 9.1250 ZZ 171,950.00 01 06/29/00
0432181485 5341 SOUTH GENOA STREET 8.8750 1 171,858.50 30 08/01/00
7332014126 F 05 1,399.04 360 07/01/30
02 AURORA CO 80015 O 1 1,399.04 95 182,000.00
3668758 E84/G01 REICHBACH MICHAEL H 8.1250 ZZ 464,160.00 00 05/31/00
0432182624 26 ELDWICK COURT 7.8750 1 463,444.35 0 07/01/00
15300734 F 03 3,446.37 360 06/01/30
02 POTOMAC MD 20854 O 1 3,446.37 80 580,200.00
3672976 757/G01 CONNELLY JR ROBERT L 8.1250 ZZ 440,000.00 00 07/31/00
0432184869 4124 CLUB DRIVE 7.8750 1 440,000.00 0 09/01/00
4216180 F 05 3,266.99 360 08/01/30
02 ATLANTA GA 30319 O 1 3,266.99 80 550,000.00
3673719 956/G01 HANSEN KIMBERLY 8.8750 ZZ 306,600.00 10 07/24/00
0432190254 3433 WHITE BARK PINE STREET 8.6250 1 306,600.00 25 09/01/00
1110070038 F 03 2,439.45 360 08/01/30
02 LAS VEGAS NV 89129 O 1 2,439.45 90 341,000.00
3673810 956/G01 DOBIES DAVID R 8.5000 ZZ 479,200.00 00 07/27/00
0432190262 11 TRINITY TERRACE 8.2500 1 479,200.00 0 09/01/00
2810070008 F 05 3,684.63 360 08/01/30
02 NEWTON MA 02459 O 1 3,684.63 80 599,000.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 123
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3673811 956/G01 LONDERVILLE SARAH 8.5000 ZZ 276,000.00 00 07/27/00
0432190312 25381 COMFORT DRIVE WEST 8.2500 1 276,000.00 0 09/01/00
3510060149 F 05 2,122.20 360 08/01/30
02 FOREST LAKE MN 55025 O 1 2,122.20 80 345,000.00
3673820 956/G01 STACKPOOL MICHAEL J 8.3750 ZZ 339,900.00 00 08/01/00
0432181659 294 RED TAIL TRAIL 8.1250 1 339,900.00 0 09/01/00
2410070107 F 05 2,583.49 360 08/01/30
02 EVERGREEN CO 80439 O 1 2,583.49 80 424,900.00
3675089 956/G01 KANE STEVEN W 8.1250 ZZ 315,000.00 00 07/27/00
0432191245 5 EDINBURGH LANE 7.8750 1 315,000.00 0 09/01/00
3410060139 F 05 2,338.87 360 08/01/30
02 MADISON CT 06443 O 1 2,338.87 78 408,000.00
3675603 956/G01 BERNASCONI JAY A 8.5000 ZZ 303,900.00 00 07/27/00
0432190205 615 LIBERTY STREET 8.2500 1 303,900.00 0 09/01/00
2810060086 F 05 2,336.73 360 08/01/30
02 BRAINTREE MA 02184 O 1 2,336.73 80 379,900.00
3675760 956/G01 RUAN JASON J 7.7500 ZZ 438,850.00 00 07/27/00
0432190239 708 WILLOWBEND DRIVE 7.5000 1 438,850.00 0 09/01/00
2610050297 F 03 3,143.98 360 08/01/30
02 BLUEBELL PA 19422 O 1 3,143.98 80 548,576.00
3676991 956/G01 MCCARTHY WARD 8.3750 ZZ 460,000.00 00 07/21/00
0432180768 894 VIRGINIA AVENUE 8.1250 1 460,000.00 0 09/01/00
2710060182 F 05 3,496.33 360 08/01/30
02 ATLANTA GA 30306 O 1 3,496.33 80 575,000.00
3680764 696/G01 MORHARDT FRANCIA 8.5000 ZZ 400,000.00 00 08/04/00
0432182483 201 WEST UHLER TERRACE 8.2500 5 400,000.00 0 09/01/00
10000040 F 05 3,075.65 360 08/01/30
02 ALEXANDRIA VA 22301 O 1 3,075.65 80 500,000.00
3680766 696/G01 BOERS JAN E 9.2500 ZZ 650,000.00 00 08/04/00
0432182608 11439 WOOLINGTON ROAD 9.0000 4 650,000.00 0 09/01/00
10000017 F 05 5,347.39 360 08/01/30
02 GREAT FALLS VA 22066 O 1 5,347.39 80 812,874.00
RUN ON : 09/01/00 RFC DISCLOSURE SYSTEM PAGE : 124
AT : 09.12.27 FIXED RATE LOAN LISTING AMORTIZED BALANCE RFFSD157-01
SERIES : RFMSI 2000 S10 CUT-OFF DATE: 08/01/00
POOL : 0004451
:
POOL STATUS: F
RFC LOAN # S/S CODE MORTGAGOR NAME ORIG RATE LN FEATURE ORIGINAL BAL MI CO CODE NOTE DATE
SERVICER LOAN # ADDRESS CURR NET LOAN PURP PRINCIPAL BAL MI CVG 1ST PMT DATE
SELLER LOAN # PMT TYPE PROP TYPE ORIGINAL P & I ORIG TERM MATURITY DATE
DOCUMENTATION TYPE CITY STATE ZIP OCCP CODE # OF UNITS CURRENT P & I LTV VALUE
-------------------- -------------------------------- --------- ---------- -------------- ---------- -------------
3681442 163/163 SOMBROTTO VINCENT J 8.5000 ZZ 364,000.00 00 07/28/00
1000210477 4 COVE LANE 8.2500 1 364,000.00 0 09/01/00
1000210477 F 05 2,798.85 360 08/01/30
02 FORT WASHINGTON NY 11050 O 1 2,798.85 80 455,000.00
3685567 L46/L46 SKROBECK ROGER L 8.5000 T 318,000.00 00 07/10/00
0000918672 2919 NW TORCH LAKE DRIVE 8.2500 1 317,807.35 0 08/01/00
0000918672 F 05 2,445.15 360 07/01/30
02 KEWADIN MI 49648 O 1 2,445.15 63 510,000.00
3688859 696/G01 RICHARDS DARRYL G 8.6250 ZZ 152,750.00 00 07/31/00
0432191179 10200 RUNNING BROOK LANE 8.3750 1 152,750.00 0 09/01/00
30100124 F 03 1,188.07 360 08/01/30
02 UPPER MARLBORO MD 20772 O 1 1,188.07 70 218,221.00
TOTAL NUMBER OF LOANS : 987
TOTAL ORIGINAL BALANCE : 340,087,478.57
TOTAL PRINCIPAL BALANCE : 339,687,562.69
TOTAL ORIGINAL P+I : 2,609,501.10
TOTAL CURRENT P+I : 2,609,501.09
***************************
* END OF REPORT *
***************************
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
LOAN NUMBER CURRENT BALANCE NET MORTGAGE RATE DISCOUNT FRACTION PO BALANCE
----------- --------------- ----------------- ----------------- ----------
3629201 $639,278.03 0.0647 0.16516129 $105,583.98
1994162 $244,081.29 0.0647 0.16516129 $40,312.78
1994450 $490,180.79 0.06595 0.149032258 $73,052.75
1994305 $277,564.84 0.06595 0.149032258 $41,366.11
1994487 $268,997.84 0.0672 0.132903226 $35,750.68
1994483 $241,328.69 0.0672 0.132903226 $32,073.36
1994474 $316,369.29 0.0672 0.132903226 $42,046.50
1994459 $469,757.37 0.0672 0.132903226 $62,432.27
1994433 $367,176.35 0.0672 0.132903226 $48,798.92
1994401 $240,789.71 0.0672 0.132903226 $32,001.73
1994434 $256,885.09 0.0672 0.132903226 $34,140.86
3485147 $642,435.23 0.06845 0.116774194 $75,019.86
1994456 $287,230.42 0.06845 0.116774194 $33,541.10
3663027 $641,870.53 0.06845 0.116774194 $74,953.91
3646506 $399,680.12 0.06845 0.116774194 $46,672.32
1994316 $277,952.46 0.0697 0.100645161 $27,974.57
1994462 $319,666.03 0.07095 0.084516129 $27,016.94
1994428 $232,029.69 0.07095 0.084516129 $19,610.25
1994318 $250,055.71 0.0722 0.068387097 $17,100.58
1994477 $281,154.84 0.0722 0.068387097 $19,227.36
3646524 $288,879.88 0.07345 0.052258065 $15,096.30
3646512 $335,756.81 0.07345 0.052258065 $17,546.00
3629206 $296,046.12 0.07345 0.052258065 $15,470.80
3629207 $499,664.50 0.0747 0.036129032 $18,052.39
3488250 $298,488.79 0.0747 0.036129032 $10,784.11
3675760 $438,850.00 0.0747 0.036129032 $15,855.23
3569063 $375,747.71 0.0747 0.036129032 $13,575.40
1989517 $82,574.81 0.0747 0.036129032 $2,983.35
3569062 $369,751.74 0.0747 0.036129032 $13,358.77
1994240 $509,640.05 0.0747 0.036129032 $18,412.80
3516368 $301,827.70 0.07595 0.02 $6,036.55
3646662 $324,732.81 0.07595 0.02 $6,494.66
3596137 $148,250.00 0.07595 0.02 $2,965.00
3578799 $403,721.96 0.07595 0.02 $8,074.44
1995041 $310,142.67 0.07595 0.02 $6,202.85
3625068 $320,000.00 0.07595 0.02 $6,400.00
3569047 $299,407.25 0.07595 0.02 $5,988.15
3569049 $322,961.91 0.07595 0.02 $6,459.24
3578755 $480,369.18 0.07595 0.02 $9,607.38
3646516 $254,824.51 0.07595 0.02 $5,096.49
3646590 $277,309.02 0.07595 0.02 $5,546.18
1994226 $562,812.41 0.07595 0.02 $11,256.25
1994300 $266,716.32 0.07595 0.02 $5,334.33
3601831 $352,740.68 0.07595 0.02 $7,054.81
3646531 $257,643.78 0.07595 0.02 $5,152.88
LOAN NUMBER CURRENT BALANCE NET MORTGAGE RATE DISCOUNT FRACTION PO BALANCE
3619764 $237,400.00 0.07595 0.02 $4,748.00
3646598 $559,614.07 0.07595 0.02 $11,192.28
3640470 $286,800.00 0.07595 0.02 $5,736.00
1994352 $292,595.40 0.07595 0.02 $5,851.91
3629208 $269,823.37 0.07595 0.02 $5,396.47
1994432 $152,403.40 0.07595 0.02 $3,048.07
3646615 $303,990.64 0.07595 0.02 $6,079.81
1994343 $391,730.22 0.07595 0.02 $7,834.60
2934342 $254,152.15 0.0772 0.003870968 $983.81
3485194 $278,125.01 0.0772 0.003870968 $1,076.61
3485193 $280,421.92 0.0772 0.003870968 $1,085.50
3485179 $376,485.56 0.0772 0.003870968 $1,457.36
1993741 $550,000.00 0.0772 0.003870968 $2,129.03
1991278 $293,802.73 0.0772 0.003870968 $1,137.30
3457418 $327,358.75 0.0772 0.003870968 $1,267.20
3457155 $398,640.03 0.0772 0.003870968 $1,543.12
3441163 $508,966.54 0.0772 0.003870968 $1,970.19
1994738 $280,107.48 0.0772 0.003870968 $1,084.29
3379494 $325,011.91 0.0772 0.003870968 $1,258.11
3569037 $335,075.01 0.0772 0.003870968 $1,297.06
1992027 $609,590.70 0.0772 0.003870968 $2,359.71
1994314 $223,546.09 0.0772 0.003870968 $865.34
1989324 $271,511.84 0.0772 0.003870968 $1,051.01
3425808 $319,351.54 0.0772 0.003870968 $1,236.20
3646547 $285,308.43 0.0772 0.003870968 $1,104.42
3629202 $438,919.93 0.0772 0.003870968 $1,699.04
3629209 $404,000.00 0.0772 0.003870968 $1,563.87
3629215 $314,799.14 0.0772 0.003870968 $1,218.58
3629217 $311,801.04 0.0772 0.003870968 $1,206.97
3629218 $650,000.00 0.0772 0.003870968 $2,516.13
3629302 $303,796.02 0.0772 0.003870968 $1,175.98
3629309 $294,202.46 0.0772 0.003870968 $1,138.85
3551101 $324,141.82 0.0772 0.003870968 $1,254.74
3644211 $276,000.00 0.0772 0.003870968 $1,068.39
3628299 $280,000.00 0.0772 0.003870968 $1,083.87
3646548 $284,658.87 0.0772 0.003870968 $1,101.91
3646550 $507,659.15 0.0772 0.003870968 $1,965.13
3646560 $327,558.35 0.0772 0.003870968 $1,267.97
3646581 $291,804.07 0.0772 0.003870968 $1,129.56
3646606 $303,796.02 0.0772 0.003870968 $1,175.98
3646634 $338,972.40 0.0772 0.003870968 $1,312.15
3656271 $460,000.00 0.0772 0.003870968 $1,780.65
3658790 $291,200.00 0.0772 0.003870968 $1,127.23
3641409 $358,526.27 0.0772 0.003870968 $1,387.84
3568192 $356,276.58 0.0772 0.003870968 $1,379.14
LOAN NUMBER CURRENT BALANCE NET MORTGAGE RATE DISCOUNT FRACTION PO BALANCE
3496701 $258,321.68 0.0772 0.003870968 $999.95
3496708 $367,424.61 0.0772 0.003870968 $1,422.29
3496726 $331,327.23 0.0772 0.003870968 $1,282.56
3544355 $398,462.76 0.0772 0.003870968 $1,542.44
3544409 $510,829.86 0.0772 0.003870968 $1,977.41
3544468 $698,531.61 0.0772 0.003870968 $2,703.99
3544657 $272,446.79 0.0772 0.003870968 $1,054.63
3544665 $598,784.16 0.0772 0.003870968 $2,317.87
3629200 $449,713.05 0.0772 0.003870968 $1,740.82
1951082 $348,817.34 0.0772 0.003870968 $1,350.26
3628882 $359,758.44 0.0772 0.003870968 $1,392.61
3569048 $371,694.10 0.0772 0.003870968 $1,438.82
3569052 $649,585.51 0.0772 0.003870968 $2,514.52
3569060 $267,829.10 0.0772 0.003870968 $1,036.76
3578689 $286,813.29 0.0772 0.003870968 $1,110.25
3592288 $434,208.46 0.0772 0.003870968 $1,680.81
3597148 $324,000.00 0.0772 0.003870968 $1,254.19
3625522 $400,000.00 0.0772 0.003870968 $1,548.39
3489372 $411,165.13 0.0772 0.003870968 $1,591.61
3551100 $339,531.78 0.0772 0.003870968 $1,314.32
110 $39,132,514.74 3.21753692% $1,259,103.11
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 Guaranteed Distribution for such Distribution Date,
and the respective portions thereof allocable to principal and interest
for the Insured Certificates;
(vii) the amount of any Certificate Insurance Payment made on
such Distribution Date, the amount of any reimbursement payment made to
the Certificate Insurer on such Distribution Date pursuant to Section
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after
giving effect to any such Certificate Insurance Payment or any such
reimbursement payment to the Certificate Insurer;
(viii) the aggregate Certificate Principal Balance of each
Class of Certificates and 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) [RESERVED];
(xvi) the Notional Amount with respect to each class of
Interest Only Certificates and each Subclass Notional Amount;
(xvii) the occurrence of the Credit Support Depletion Date;
(xviii) the related Senior Accelerated Distribution
Percentage applicable to such distribution;
(xix) the related Senior Percentage for such Distribution
Date;
(xx) the aggregate amount of Realized Losses for such
Distribution Date;
(xxi) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xxii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxiii) the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxiv) if any of the Class M Certificates are held by a
Depository, a legend substantially in the form of Exhibit H-3 to the
Standard Terms, referencing such Certificates; and
(xxv) the amount of any payment made from the Reserve Fund on
such Distribution Date and the balance of the Reserve Fund after giving
effect to such amounts.
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.
-2-
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 1, 1999
================================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
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..........................................................29
Section 2.02 ACCEPTANCE BY TRUSTEE.................................................................35
Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER AND THE
COMPANY...............................................................................37
Section 2.04 REPRESENTATIONS AND WARRANTIES OF SELLERS.............................................38
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 MASTER SERVICER TO ACT AS SERVICER....................................................40
Section 3.02 SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
ENFORCEMENT OF SUBSERVICERS' AND SELLERS' OBLIGATIONS.................................42
Section 3.03 SUCCESSOR SUBSERVICERS................................................................43
Section 3.04 LIABILITY OF THE MASTER SERVICER......................................................43
Section 3.05 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
CERTIFICATEHOLDERS....................................................................43
Section 3.06 ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE.......................44
Section 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSITS TO CUSTODIAL
ACCOUNT...............................................................................44
Section 3.08 SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.............................................47
Section 3.09 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
MORTGAGE LOANS........................................................................48
Section 3.10 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT......................................48
Section 3.11 MAINTENANCE OF THE PRIMARY INSURANCE POLICIES; COLLECTIONS THEREUNDER
.....................................................................................50
Section 3.12 MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY COVERAGE.....................51
Section 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND MODIFICATION
AGREEMENTS; CERTAIN ASSIGNMENTS.......................................................52
Section 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS.............................................54
Section 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.......................................58
Section 3.16 SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST...............................59
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Section 3.17 REPORTS TO THE TRUSTEE AND THE COMPANY................................................60
Section 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.....................................................60
Section 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT...............................61
Section 3.20 RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER...............................61
Section 3.21 ADMINISTRATION OF BUYDOWN FUNDS.......................................................61
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 CERTIFICATE ACCOUNT...................................................................62
Section 4.02 DISTRIBUTIONS.........................................................................63
Section 4.03 STATEMENTS TO CERTIFICATEHOLDERS......................................................63
Section 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES BY THE
MASTER SERVICER.......................................................................64
Section 4.05 ALLOCATION OF REALIZED LOSSES.........................................................65
Section 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY.........................65
Section 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.........................................65
Section 4.08 SURETY BOND...........................................................................66
ARTICLE V
THE CERTIFICATES
Section 5.01 THE CERTIFICATES......................................................................66
Section 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.................................68
Section 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.....................................74
Section 5.04 PERSONS DEEMED OWNERS.................................................................74
Section 5.05 APPOINTMENT OF PAYING AGENT...........................................................74
Section 5.06 OPTIONAL PURCHASE OF CERTIFICATES.....................................................75
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 RESPECTIVE LIABILITIES OF THE COMPANY AND THE MASTER SERVICER.........................76
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
.....................................................................................77
Section 6.04 COMPANY AND MASTER SERVICER NOT TO RESIGN.............................................78
ARTICLE VII
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
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 DUTIES OF TRUSTEE.....................................................................82
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................................................87
Section 8.08 SUCCESSOR TRUSTEE.....................................................................88
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.......................................................90
ARTICLE IX
TERMINATION
Section 9.01 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR THE COMPANY OR
LIQUIDATION OF ALL MORTGAGE LOANS.....................................................91
Section 9.02 ADDITIONAL TERMINATION REQUIREMENTS...................................................93
Section 9.03 TERMINATION OF MULTIPLE REMICS........................................................94
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC ADMINISTRATION..................................................................94
Section 10.02 MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE INDEMNIFICATION......................98
Section 10.03 DESIGNATION OF REMIC(S)...............................................................98
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 AMENDMENT.............................................................................98
Section 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS...............................................101
Section 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS...........................................101
Section 11.04 GOVERNING LAW........................................................................102
Section 11.05 NOTICES..............................................................................102
Section 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER....................................102
Section 11.07 SEVERABILITY OF PROVISIONS...........................................................103
Section 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION.........................................103
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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-1: Form of Investor Representation Letter
Exhibit H-2: Form of ERISA Representation Letter
Exhibit H-3: Form of ERISA Legend
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
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This is the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 (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
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously
made with respect to a Mortgage Loan or REO Property on all
Mortgage Loans or, if the Mortgage Pool is comprised of two
or more Loan Groups, on the Mortgage Loans in the related
Loan Group, which remained unreimbursed following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property or (B) made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of
1940, as amended, or similar legislation or regulations as in
effect from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
ADDENDUM AND ASSIGNMENT AGREEMENT: The Addendum and Assignment
Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.
ADDITIONAL COLLATERAL: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
ADDITIONAL COLLATERAL LOAN: Each Mortgage Loan that is supported by
Additional Collateral.
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ADJUSTED MORTGAGE RATE: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
ADVANCE: As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
AFFILIATE: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
AMBAC: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan
purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent to the related Due
Date.
APPRAISED VALUE: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
ASSIGNED CONTRACTS: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
ASSIGNMENT: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form
3
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
ASSIGNMENT AGREEMENT: The Assignment and Assumption Agreement, dated
the Closing Date, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
AVAILABLE DISTRIBUTION AMOUNT: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to the second
paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (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 this Section 3.16(e) is less than Prepayment
Interest Shortfalls incurred on the Mortgage Loans in the related Prepayment
Period, 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 Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; PROVIDED, HOWEVER, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such 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.
4
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, 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 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:
5
(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.
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.
6
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, 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, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); 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.
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.
7
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.
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.
DCR: Duff & Xxxxxx Credit Rating Company, or its successor in interest.
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.
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
8
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: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
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.
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 the
FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization,
9
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).
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.
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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;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
11
(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.
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.
FHLMC: 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.
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 IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: 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.
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.
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.
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,
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(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.
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.
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
13
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.
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MODIFIED NET MORTGAGE RATE: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
MONTHLY PAYMENT: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
MOODY'S: 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.
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MORTGAGED PROPERTY: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
MORTGAGOR: The obligor on a Mortgage Note.
NET MORTGAGE RATE: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
NON-DISCOUNT MORTGAGE LOAN: A Mortgage Loan that is not a Discount
Mortgage Loan.
NON-PRIMARY RESIDENCE LOANS: The Mortgage Loans designated as secured
by second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
NON-UNITED STATES PERSON: Any Person other than a United States Person.
NONRECOVERABLE ADVANCE: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
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 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.
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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 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;
17
(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, Fitch IBCA and
DCR 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, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
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 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.
18
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 related Prepayment
Period, 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 Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
PREPAYMENT PERIOD: As to any Distribution Date, the calendar month
preceding the month of distribution.
PRIMARY INSURANCE POLICY: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
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
19
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.
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;
(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
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(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,
(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
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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.
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.
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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.
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.
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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% 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
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(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.
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
25
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 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.
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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, 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.
27
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 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,
28
(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, 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.
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.
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(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 certified by the public recording office in
which such Mortgage has been recorded;
(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 certified by the public recording office in
which such assignment has been recorded;
(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 certified by
the public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement certified by the public
recording office in which such document has been recorded.
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;
30
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an
unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee,
each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced in
clause (iv) above, showing an unbroken chain of title from the
originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and
the Trustee as assignee and an executed 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 documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) 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 below. Within thirty Business Days following the earlier of (i)
the receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(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
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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) In connection with any Mortgage Loan, if the Company cannot deliver
the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof certified by the public recording office) 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 true and correct photocopy 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 certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
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 within 45 days after the Closing Date, as
contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(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, on or prior to 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
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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
"[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR
TRUSTEE]" which identifies the Trustee and (b) the code "[IDENTIFY SERIES
SPECIFIC CODE NUMBER]" 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 Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
(e) 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; (b) the conveyance
provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant
by the Company to the Trustee of a security interest in all of the Company's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any and all general intangibles,
accounts, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now
existing or hereafter acquired consisting of, arising from or relating to any of
the following: (A) the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note and Mortgage, and (iii) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
33
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for (as applicable) the Trustee for the
purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation 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.
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(h) The Company agrees that the sale of each Pledged Asset Loan
pursuant to this Agreement will also constitute the assignment, sale,
setting-over, transfer and conveyance to the Trustee, without recourse (but
subject to the Company's covenants, representations and warranties specifically
provided herein), of all of the Company's obligations and all of the Company's
right, title and interest in, to and under, whether now existing or hereafter
acquired as owner of the Mortgage Loan with respect to all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
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) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, 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
35
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. 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. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related 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. Notwithstanding the foregoing, it is understood and
36
agreed that the Master Servicer shall use its best efforts to substitute, within
60 days of the Closing Date, Qualified Substitute Mortgage Loans to replace any
of the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
MASTER SERVICER AND THE COMPANY.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the
laws governing its creation and existence and is or will be in
compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by
the Master Servicer and its performance and compliance with
the terms of this Agreement will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or
constitute a material default (or an event which, with notice
or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the
Master Servicer, enforceable against it in accordance with the
terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences
that 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;
37
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each
Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by the
Master Servicer will, to the knowledge of the Master Servicer,
contain any untrue statement of a material fact or omit a
material fact necessary to make the information, certificate,
statement or report not misleading;
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing Agreement
and is or will be familiar with the terms thereof.
The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer
and any new Subservicing Agreements will comply with the
provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the
rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or
any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(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
38
of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such Seller's Agreement relates to
the representations and warranties made by Residential Funding or the related
Seller in respect of such Mortgage Loan and any remedies provided thereunder for
any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee 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 or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure,
repurchase or substitution must occur within 90 days from the date the breach
was discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form if required pursuant to Section 2.01, and
such other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed as required by Section 2.01. No substitution will be made
in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution 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,
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,
39
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 right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 MASTER SERVICER TO ACT AS SERVICER.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and
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deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re- recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer.
Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer
shall not permit any modification with respect to any Mortgage Loan that would
both constitute a sale or exchange of such Mortgage Loan within the meaning of
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal Prepayment in
Full pursuant to Section 3.13(d) hereof) and cause any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code. The Trustee
shall furnish the Master Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master Servicer to service and
administer the Mortgage Loans. The Trustee shall not be liable for any action
taken by the Master Servicer or any Subservicer pursuant to such powers of
attorney. In servicing and administering any Nonsubserviced Mortgage Loan, the
Master Servicer shall, to the extent not inconsistent with this Agreement,
comply with the Program Guide as if it were the originator of such Mortgage Loan
and had retained the servicing rights and obligations in respect thereof. In
connection with servicing and administering the Mortgage Loans, the Master
Servicer and any Affiliate of the Master Servicer (i) may perform services such
as appraisals and brokerage services that are not customarily provided by
servicers of mortgage loans, and shall be entitled to reasonable compensation
therefor in accordance with Section 3.10 and (ii) may, at its own discretion and
on behalf of the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the
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purpose of calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND
SUBSERVICERS; ENFORCEMENT OF SUBSERVICERS' AND
SELLERS' OBLIGATIONS.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; PROVIDED, HOWEVER, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such
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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.
Section 3.03 SUCCESSOR SUBSERVICERS.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
PROVIDED, HOWEVER, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 LIABILITY OF THE MASTER SERVICER.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
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
43
originator shall be deemed to be between the Subservicer and the Master Servicer
alone and the Trustee and the Certificateholders shall not be deemed parties
thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer in its capacity as such except as set forth in
Section 3.06. The foregoing provision shall not in any way limit a Subservicer's
obligation to cure an omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06 ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS
BY TRUSTEE.
(a) If the Master Servicer shall for any reason no longer be the master
servicer (including by reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor servicer for the Trustee shall
be deemed to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing Agreement to
the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS;
DEPOSITS TO CUSTODIAL ACCOUNT.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
PROVIDED, HOWEVER, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates 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
44
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
PROVIDED, HOWEVER, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. In connection with any Curtailment
of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes, except if such
reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property
for which an REO Disposition has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans, including
Buydown Funds, if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
required to be deposited in connection with 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;
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(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section
4.02(a);
(vii) Any amounts realized by the Subservicer and
received by the Master Servicer in respect of any Additional
Collateral; and
(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments on the Mortgage Loans which are not part
of the Trust Fund (consisting of payments in respect of principal and interest
on the Mortgage Loans due on or before the Cut-off Date) and payments or
collections in the nature of prepayment charges or late payment charges or
assumption fees may but need not be deposited by the Master Servicer in the
Custodial Account. In the event any amount not required to be deposited in the
Custodial Account is so deposited, the Master Servicer may at any time withdraw
such amount from the Custodial Account, any provision herein to the contrary
notwithstanding. The Custodial Account may contain funds that belong to one or
more trust funds created for mortgage pass-through certificates of other series
and may contain other funds respecting payments on mortgage loans belonging to
the Master Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so.
If the Master Servicer so elects, such amounts will be deemed to have been
received (and any related Realized Loss shall be deemed to have occurred) on the
last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of 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.
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Section 3.08 SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(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
47
is otherwise acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from
the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(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
48
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, and any amounts remitted
by Subservicers as interest in respect of Curtailments
pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage Loan
or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to the Certificateholders as of the
date on which the related Stated Principal Balance or Purchase
Price is determined;
(vii) to reimburse itself or the related Subservicer
for any Nonrecoverable Advance or Advances in the manner and
to the extent provided in subsection (c) below, any Advance
made in connection with a modification of a Mortgage Loan that
is in default or, in the judgment of the Master Servicer,
default is reasonably foreseeable pursuant to Section 3.07(a),
to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any
Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a);
(viii) to reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company
pursuant to Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01
or otherwise, or in connection with enforcing any repurchase,
substitution
49
or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for Servicing Advances
expended by it (a) pursuant to Section 3.14 in good faith in
connection with the restoration of property damaged by an
Uninsured Cause, and (b) in connection with the liquidation of
a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant
to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11 MAINTENANCE OF THE PRIMARY INSURANCE POLICIES;
COLLECTIONS THEREUNDER.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company 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
50
Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts
to obtain and maintain a Primary Insurance Policy to the extent that such a
policy is obtainable at a reasonable price. The Master Servicer shall not cancel
or refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND
FIDELITY COVERAGE.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
PROVIDED, HOWEVER, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained.
The Master Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant
to Section 3.07, any amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus 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
51
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 FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
MODIFICATION AGREEMENTS; CERTAIN ASSIGNMENTS.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
52
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer
or assumption which the Master Servicer is restricted by law
from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained
in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to
contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; PROVIDED, HOWEVER, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up date under
the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, 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
53
of liability agreement will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for 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
54
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided 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
55
Assets) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any other payment received by the Master Servicer in
respect of such Pledged Assets shall be deposited in the Custodial Account
subject to withdrawal pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to continue to
pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) If the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its
56
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of any
portion of any REMIC formed under the Series Supplement as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
(subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code or cause any REMIC formed under the Series Supplement to fail
to qualify as a REMIC (for federal (or any applicable State or local) income tax
purposes) at any time that any Certificates are outstanding, in which case the
Trust Fund may continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Master Servicer shall be entitled to
be reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10.
Notwithstanding any other provision of this Agreement, no REO Property acquired
by the Trust Fund shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to
any terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject the Trust Fund to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify
and hold harmless the Trust Fund with respect to the imposition of any such
taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a collection of Liquidation Proceeds,
Insurance Proceeds or REO Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related Subservicer in
accordance with Section 3.10(a)(ii); second, to the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property)(provided that, if such recovery is of an amount previously allocated
to one or more Classes of Certificates as a Realized Loss, such recovery shall
be allocated among such Classes in the same proportions as the allocation of
such Realized Losses and, if any such Class of Certificates to which such
Realized Loss 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
57
successor thereto) necessary to assure that no withholding tax obligation arises
with respect to the proceeds of such foreclosure except to the extent, if any,
that proceeds of such foreclosure are required to be remitted to the obligors on
such Mortgage Loan.
Section 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit F, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Within two Business
Days of receipt of such certification and request, the Trustee shall release, or
cause the Custodian to release, the related Mortgage File to the Master
Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence of
cancellation thereon and to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit F hereto, or, in the case
of the Custodian, an electronic request in a form acceptable to the Custodian,
requesting that possession of all, or any document constituting part of, the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any Required Insurance
Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer. The Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage 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.
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(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16 SERVICING AND OTHER COMPENSATION; COMPENSATING
INTEREST.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid 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
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Interest (if any) for such Distribution Date. Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or Subservicing Fee
to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any investment of funds held in the
Custodial Account or the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to
any amounts of servicing compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (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); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(b) and (iii) will not withdraw from the Custodial
Account any such amount of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
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 and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
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Section 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20 RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations.
Upon request, the Master Servicer shall furnish the Company with its most recent
financial statements and such other information as the Master Servicer possesses
regarding its business, affairs, property and condition, financial or otherwise.
The Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21 ADMINISTRATION OF BUYDOWN FUNDS.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "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.
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(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand not later than the Business Day next preceding
the Distribution Date next following the date of such investment (except that
(i) any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand 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
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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 forward by mail to each Holder and
the Company a statement 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. 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
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
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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 Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any Distribution Date
shall be allocated to specific Monthly Payments due but delinquent for previous
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.
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If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05 ALLOCATION OF REALIZED LOSSES.
As provided in Section 4.05 of the Series Supplement.
Section 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price 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.
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If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
Section 4.08 SURETY BOND.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety.
The Master Servicer shall upon request assist the Trustee in completing such
notice and shall provide any information requested by the Trustee in connection
therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01 THE CERTIFICATES.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
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
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Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates
may not be transferred by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of, the Depository as Holder of
any Class of Book-Entry Certificates with respect to any particular matter shall
not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
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.
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(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-V Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
Section 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall 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
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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-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; PROVIDED, HOWEVER, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e) (i) In the case of any Senior Support, Class M, 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 Senior Support, Class M, Class B
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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-1 (with
respect to any Class B Certificate), Exhibit H-2 (with respect to any Senior
Support Certificate or Class M 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 Senior Support, Class M or
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) Notwithstanding the foregoing, an Opinion of
Counsel or certification will not be required with respect to
the transfer of any Senior Support Certificate or Class M
Certificate to a Depository, or for any subsequent transfer of
any interest in a Senior Support Certificate or Class M
Certificate for so long as such Certificate is a Book-Entry
Certificate (each such Senior Support Certificate or Class M
Certificate, a "Book-Entry Mezzanine Certificate"). Any
Transferee of a Book-Entry Mezzanine Certificate will be
deemed to have represented by virtue of its purchase or
holding of such Certificate (or interest therein) that either
(a) such Transferee is not a Plan Investor or (b) such
Transferee is a Complying Insurance Company.
(iii) (A) If any Senior Support Certificate or Class
M Certificate (or any interest therein) is acquired or held in
violation of the provisions of Section (ii) above, then the
last preceding Transferee that either (i) is not a Plan
Investor or (ii) 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 Senior Support Certificate or
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 Book-Entry Mezzanine
Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e)
shall indemnify and hold
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harmless the Company, the Trustee, the Master
Servicer, any Subservicer, and the Trust Fund from
and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such
acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall be
a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer
of any Ownership Interest in a Class R Certificate,
the Trustee shall require delivery to it, and shall
not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement
(a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit G-1) from the proposed
Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the
Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be
bound by them, and (II) a certificate, in the form
attached hereto as Exhibit G-2, from the Holder
wishing to transfer the Class R Certificate, in form
and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that
no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(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
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its Ownership Interest in a Class R Certificate and
(y) not to transfer its Ownership Interest unless it
provides a certificate to the Trustee in the form
attached hereto as Exhibit G-2.
(E) Each Person holding or acquiring an
Ownership Interest in a Class R Certificate, by
purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is
a "pass-through interest holder" within the meaning
of Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it
is, or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any
Class R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the Holder
requesting such transfer in the form attached hereto as
Exhibit G-2 and all of such other documents as shall have been
reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to
Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall
become a holder of a Class R Certificate, then the last
preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such
Transfer of such Class R Certificate. If a Non-United States
Person shall become a holder of a Class R Certificate, then
the last preceding United States Person shall be restored, to
the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such
Transfer of such Class R Certificate. If a transfer of a Class
R Certificate is disregarded pursuant to the provisions of
Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof or for
taking any other action with respect to such holder under the
provisions of this Agreement.
(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
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instructions of the Master Servicer. Such purchaser
may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions
payable to the Master Servicer or its Affiliates),
expenses and taxes due, if any, will be remitted by
the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause
(iii)(B) shall be determined in the sole discretion
of the Master Servicer, and the Master Servicer shall
not be liable to any Person having an Ownership
Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee,
shall make available, upon written request from the Trustee,
all information necessary to compute any tax imposed (A) as a
result of the Transfer of an Ownership Interest in a Class R
Certificate to any Person who is a Disqualified Organization,
including the information regarding "excess inclusions" of
such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in
Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated
investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a
Class R Certificate having as among its record holders at any
time any Person who is a Disqualified Organization. Reasonable
compensation for providing such information may be required by
the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth
prior to this clause (v) may be modified, added to or
eliminated, provided that there shall have been delivered to
the Trustee the following:
(A) written notification from each Rating
Agency to the effect that the modification, addition
to or elimination of such provisions will not cause
such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Senior, Class M
or Class B Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency; and
(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.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04 PERSONS DEEMED OWNERS.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name 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, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
Section 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.
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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.
Section 5.06 OPTIONAL PURCHASE OF CERTIFICATES.
(a) On any Distribution Date on which the Pool Stated Principal
Balance, prior to giving effect to distributions to be made on such Distribution
Date, is less than ten percent of the Cut-off Date Principal Balance of the
Mortgage Loans, either the Master Servicer or the Company shall have the right,
at its option, to purchase the Certificates in whole, but not in part, at a
price equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of Accrued Certificate Interest thereon for the
related Interest Accrual Period and any previously unpaid Accrued Certificate
Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at
the office or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest
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thereon for the related Interest Accrual Period and any previously unpaid
Accrued Certificate Interest with respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company, as applicable,
pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in accordance with
this Section 5.06, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the Holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 RESPECTIVE LIABILITIES OF THE COMPANY AND THE MASTER
SERVICER.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
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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
FNMA or FHLMC; 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 FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03 LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; PROVIDED, HOWEVER, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties
77
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.
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.
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ARTICLE VII
DEFAULT
Section 7.01 EVENTS OF DEFAULT.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or
cause to be distributed to 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, 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
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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.
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.
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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 FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; PROVIDED,
HOWEVER, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its
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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.
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
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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 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;
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(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:
(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
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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
(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
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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 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.
86
(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 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
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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.
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
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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
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.
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(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 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
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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
Section 9.01 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR
THE COMPANY OR LIQUIDATION OF ALL MORTGAGE LOANS.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition
of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, if less than such unpaid principal balance,
the fair market value of the related underlying property of
such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase
plus accrued interest thereon at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of any Modified
Mortgage Loan) to, but not including, the first day of the
month in which such repurchase price is distributed, PROVIDED,
HOWEVER, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the
late ambassador of the United States to the Court of St.
Xxxxx, living on the date hereof and provided further that the
purchase price set forth above shall be increased as is
necessary, as determined by the Master Servicer, to avoid
disqualification of any portion of any REMIC formed under the
Series Supplement as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage
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Loans. In addition, the Master Servicer or the Company, as applicable, shall
provide to the Trustee the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the Certificates is anticipated to be
made upon presentation and surrender of Certificates at the
office or agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known,
and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and in the case of
the Senior Certificates and Class M Certificates, that payment
will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein
specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase
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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 or the Company, as
applicable (if it exercised its right to purchase the assets of the Trust Fund),
or the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
(a) Each REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of each such REMIC to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any such REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for each such REMIC and specify the first
day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for a REMIC under
Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at
the commencement of such 90-day liquidation period and, at or
prior to the time of making of the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
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(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
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
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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) 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
95
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 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.
96
(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 to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
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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,
(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,
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(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 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
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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 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
100
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 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.
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(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,
(c) the termination or appointment of a successor Master Servicer
or Trustee or a change in the majority ownership of the Trustee,
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(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 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.
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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).
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EXHIBIT A
FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE
AND [INTEREST ONLY/CLASS A-V] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS _______________. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $ OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE
PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS % AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $ PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT],
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR
AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
[NO TRANSFER OF THIS CLASS A-__ CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY
OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS,
THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED
IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF
ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").]
Certificate No._______ [______%][Adjustable][Variable] Pass-Through
Class [A-___] Senior Rate [based on a Notional Amount]
Date of Pooling and Servicing [Percentage Interest: _____%]
Agreement and Cut-off Date: Aggregate Initial [Certificate Principal
________________ Balance] [[Interest Only/Class A-V] Notional
First Distribution Date: Amount] [Subclass Notional Amount] of the
________________ Class [A-___] Certificates:
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Interest Only/Class A-V] [Subclass]
Corporation Notional Amount] of this Certificate:
Assumed Final $________________]
Distribution Date: CUSIP _______-_______
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES ________
EVIDENCING A PERCENTAGE INTEREST IN THE DISTRIBUTIONS
ALLOCABLE TO THE CLASS [A- ] CERTIFICATES WITH RESPECT TO A
TRUST FUND CONSISTING PRIMARILY OF A POOL OF CONVENTIONAL
ONE- TO FOUR-FAMILY FIXED INTEREST RATE FIRST MORTGAGE LOANS
FORMED AND SOLD BY RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND,
AND DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC., THE MASTER SERVICER, THE TRUSTEE REFERRED TO BELOW
OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., THE MASTER SERVICER, THE TRUSTEE OR GMAC MORTGAGE GROUP,
INC. OR ANY OF THEIR AFFILIATES. NONE OF THE COMPANY, THE MASTER SERVICER, GMAC
MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES WILL HAVE ANY OBLIGATION WITH
RESPECT TO ANY CERTIFICATE OR OTHER OBLIGATION SECURED BY OR PAYABLE FROM
PAYMENTS ON THE CERTIFICATES.
THIS CERTIFIES THAT _____________________________ IS THE REGISTERED
OWNER OF THE PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE [(OBTAINED BY
DIVIDING THE [INITIAL CERTIFICATE PRINCIPAL BALANCE] [INITIAL [INTEREST
ONLY/CLASS A-V] NOTIONAL AMOUNT] OF THIS CERTIFICATE BY THE AGGREGATE [INITIAL
CERTIFICATE PRINCIPAL BALANCE OF ALL CLASS A- CERTIFICATES] [INITIAL ------
[INTEREST ONLY/CLASS A-V] NOTIONAL AMOUNTS OF ALL [INTEREST ONLY/CLASS A-V]
CERTIFICATES], BOTH AS SPECIFIED ABOVE)] IN CERTAIN DISTRIBUTIONS WITH RESPECT
TO THE TRUST FUND CONSISTING PRIMARILY OF AN INTEREST IN A POOL OF CONVENTIONAL
ONE- TO FOUR-FAMILY FIXED INTEREST RATE FIRST MORTGAGE LOANS (THE "MORTGAGE
LOANS"), FORMED AND SOLD BY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(HEREINAFTER CALLED THE
"COMPANY," WHICH TERM INCLUDES ANY SUCCESSOR ENTITY UNDER THE AGREEMENT REFERRED
TO BELOW). THE TRUST FUND WAS CREATED PURSUANT TO A SERIES SUPPLEMENT, DATED AS
SPECIFIED ABOVE, TO THE STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED
AS OF ________________ (TOGETHER, THE "POOLING AND SERVICING AGREEMENT" OR THE
"AGREEMENT") AMONG THE COMPANY, THE MASTER SERVICER AND _______________, AS
TRUSTEE (THE "TRUSTEE"), A SUMMARY OF CERTAIN OF THE PERTINENT PROVISIONS OF
WHICH IS SET FORTH HEREAFTER. TO THE EXTENT NOT DEFINED HEREIN, THE CAPITALIZED
TERMS USED HEREIN HAVE THE MEANINGS ASSIGNED IN THE AGREEMENT. THIS CERTIFICATE
IS ISSUED UNDER AND IS SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS OF THE
AGREEMENT, TO WHICH AGREEMENT THE HOLDER OF THIS CERTIFICATE BY VIRTUE OF THE
ACCEPTANCE HEREOF ASSENTS AND BY WHICH SUCH HOLDER IS BOUND.
PURSUANT TO THE TERMS OF THE AGREEMENT, A DISTRIBUTION WILL BE MADE ON
THE 25TH DAY OF EACH MONTH OR, IF SUCH 25TH DAY IS NOT A BUSINESS DAY, THE
BUSINESS DAY IMMEDIATELY FOLLOWING (THE "DISTRIBUTION DATE"), COMMENCING AS
DESCRIBED IN THE AGREEMENT, TO THE PERSON IN WHOSE NAME THIS CERTIFICATE IS
REGISTERED AT THE CLOSE OF BUSINESS ON THE LAST DAY (OR IF SUCH LAST DAY IS NOT
A BUSINESS DAY, THE BUSINESS DAY IMMEDIATELY PRECEDING SUCH LAST DAY) OF THE
MONTH IMMEDIATELY PRECEDING THE MONTH OF SUCH DISTRIBUTION (THE "RECORD DATE"),
FROM THE AVAILABLE DISTRIBUTION AMOUNT IN AN AMOUNT EQUAL TO THE PRODUCT OF THE
PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE AND THE AMOUNT [(OF INTEREST
AND PRINCIPAL, IF ANY)] REQUIRED TO BE DISTRIBUTED TO HOLDERS OF CLASS A-
CERTIFICATES ON SUCH DISTRIBUTION DATE. [THE [INTEREST ONLY/CLASS A-V] NOTIONAL
AMOUNT OF THE [INTEREST ONLY/CLASS A-V] CERTIFICATES AS OF ANY DATE OF
DETERMINATION IS EQUAL TO THE AGGREGATE STATED PRINCIPAL BALANCE OF THE MORTGAGE
LOANS CORRESPONDING TO THE UNCERTIFICATED REMIC REGULAR INTERESTS REPRESENTED BY
SUCH [INTEREST ONLY/CLASS A-V] CERTIFICATES.]
DISTRIBUTIONS ON THIS CERTIFICATE WILL BE MADE EITHER BY THE MASTER
SERVICER ACTING ON BEHALF OF THE TRUSTEE OR BY A PAYING AGENT APPOINTED BY THE
TRUSTEE IN IMMEDIATELY AVAILABLE FUNDS (BY WIRE TRANSFER OR OTHERWISE) FOR THE
ACCOUNT OF THE PERSON ENTITLED THERETO IF SUCH PERSON SHALL HAVE SO NOTIFIED THE
MASTER SERVICER OR SUCH PAYING AGENT, OR BY CHECK MAILED TO THE ADDRESS OF THE
PERSON ENTITLED THERETO, AS SUCH NAME AND ADDRESS SHALL APPEAR ON THE
CERTIFICATE REGISTER.
NOTWITHSTANDING THE ABOVE, THE FINAL DISTRIBUTION ON THIS CERTIFICATE
WILL BE MADE AFTER DUE NOTICE OF THE PENDENCY OF SUCH DISTRIBUTION AND ONLY UPON
PRESENTATION AND SURRENDER OF THIS CERTIFICATE AT THE OFFICE OR AGENCY APPOINTED
BY THE TRUSTEE FOR THAT PURPOSE IN THE CITY AND STATE OF NEW YORK. THE [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [INITIAL [INTEREST ONLY/CLASS A-V] NOTIONAL
AMOUNT] OF THIS CERTIFICATE IS SET FORTH ABOVE.] [THE CERTIFICATE PRINCIPAL
BALANCE HEREOF WILL BE REDUCED TO THE EXTENT OF DISTRIBUTIONS ALLOCABLE TO
PRINCIPAL AND ANY REALIZED LOSSES ALLOCABLE HERETO.]
[AS DESCRIBED ABOVE, NO TRANSFER OF THIS CLASS A-__ CERTIFICATE WILL
BE MADE UNLESS (I) THE TRUSTEE HAS RECEIVED EITHER AN OPINION OF COUNSEL OR A
REPRESENTATION LETTER, EACH AS DESCRIBED IN THE AGREEMENT, RELATING TO THE
PERMISSIBILITY OF SUCH TRANSFER UNDER ERISA AND SECTION 4975 OF THE CODE, OR
(II) THIS CERTIFICATE IS HELD BY A DEPOSITORY, IN WHICH CASE THE TRANSFEREE WILL
BE DEEMED TO HAVE MADE REPRESENTATIONS RELATING TO THE PERMISSIBILITY OF SUCH
TRANSFER UNDER ERISA AND SECTION 4975 OF THE CODE, AS DESCRIBED IN SECTION
5.02(E) OF THE AGREEMENT. IN ADDITION, ANY PURPORTED CERTIFICATE OWNER WHOSE
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED
IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY
SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.]
THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED ISSUE OF CERTIFICATES
ISSUED IN SEVERAL CLASSES DESIGNATED AS MORTGAGE PASS-THROUGH CERTIFICATES OF
THE SERIES SPECIFIED HEREON (HEREIN COLLECTIVELY CALLED THE "CERTIFICATES").
THE CERTIFICATES ARE LIMITED IN RIGHT OF PAYMENT TO CERTAIN
COLLECTIONS AND RECOVERIES RESPECTING THE MORTGAGE LOANS, ALL AS MORE
SPECIFICALLY SET FORTH HEREIN AND IN THE AGREEMENT. IN THE EVENT MASTER SERVICER
FUNDS ARE ADVANCED WITH RESPECT TO ANY MORTGAGE LOAN, SUCH ADVANCE IS
REIMBURSABLE TO THE MASTER SERVICER, TO THE EXTENT PROVIDED IN THE AGREEMENT,
FROM RELATED RECOVERIES ON SUCH MORTGAGE LOAN OR FROM OTHER CASH THAT WOULD HAVE
BEEN DISTRIBUTABLE TO CERTIFICATEHOLDERS.
AS PROVIDED IN THE AGREEMENT, WITHDRAWALS FROM THE CUSTODIAL ACCOUNT
AND/OR THE CERTIFICATE ACCOUNT CREATED FOR THE BENEFIT OF CERTIFICATEHOLDERS MAY
BE MADE BY THE MASTER SERVICER FROM TIME TO TIME FOR PURPOSES OTHER THAN
DISTRIBUTIONS TO CERTIFICATEHOLDERS, SUCH PURPOSES INCLUDING WITHOUT LIMITATION
REIMBURSEMENT TO THE COMPANY AND THE MASTER SERVICER OF ADVANCES MADE, OR
CERTAIN EXPENSES INCURRED, BY EITHER OF THEM.
THE AGREEMENT PERMITS, WITH CERTAIN EXCEPTIONS THEREIN PROVIDED, THE
AMENDMENT OF THE AGREEMENT AND THE MODIFICATION OF THE RIGHTS AND OBLIGATIONS OF
THE COMPANY, THE MASTER SERVICER AND THE TRUSTEE AND THE RIGHTS OF THE
CERTIFICATEHOLDERS UNDER THE AGREEMENT AT ANY TIME BY THE COMPANY, THE MASTER
SERVICER AND THE TRUSTEE WITH THE CONSENT OF THE HOLDERS OF CERTIFICATES
EVIDENCING IN THE AGGREGATE NOT LESS THAN 66% OF THE PERCENTAGE INTERESTS OF
EACH CLASS OF CERTIFICATES AFFECTED THEREBY. ANY SUCH CONSENT BY THE HOLDER OF
THIS CERTIFICATE SHALL BE CONCLUSIVE AND BINDING ON SUCH HOLDER AND UPON ALL
FUTURE HOLDERS OF THIS CERTIFICATE AND OF ANY CERTIFICATE ISSUED UPON THE
TRANSFER HEREOF OR IN EXCHANGE HEREFOR OR IN LIEU HEREOF WHETHER OR NOT NOTATION
OF SUCH CONSENT IS MADE UPON THE CERTIFICATE. THE AGREEMENT ALSO PERMITS THE
AMENDMENT THEREOF IN CERTAIN CIRCUMSTANCES WITHOUT THE CONSENT OF THE HOLDERS OF
ANY OF THE CERTIFICATES AND, IN CERTAIN ADDITIONAL CIRCUMSTANCES, WITHOUT THE
CONSENT OF THE HOLDERS OF CERTAIN CLASSES OF CERTIFICATES.
AS PROVIDED IN THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH, THE TRANSFER OF THIS CERTIFICATE IS REGISTRABLE IN THE
CERTIFICATE REGISTER UPON SURRENDER OF THIS CERTIFICATE FOR REGISTRATION OF
TRANSFER AT THE OFFICES OR AGENCIES APPOINTED BY THE TRUSTEE IN THE CITY AND
STATE OF NEW YORK, DULY ENDORSED BY, OR ACCOMPANIED BY AN ASSIGNMENT IN THE FORM
BELOW OR OTHER WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE
TRUSTEE AND THE CERTIFICATE REGISTRAR DULY EXECUTED BY THE HOLDER HEREOF OR SUCH
HOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING, AND THEREUPON ONE OR MORE NEW
CERTIFICATES OF AUTHORIZED DENOMINATIONS EVIDENCING THE SAME CLASS AND AGGREGATE
PERCENTAGE INTEREST WILL BE ISSUED TO THE DESIGNATED TRANSFEREE OR TRANSFEREES.
THE CERTIFICATES ARE ISSUABLE ONLY AS REGISTERED CERTIFICATES WITHOUT
COUPONS IN CLASSES AND IN DENOMINATIONS SPECIFIED IN THE AGREEMENT. AS PROVIDED
IN THE AGREEMENT AND SUBJECT
TO CERTAIN LIMITATIONS THEREIN SET FORTH, CERTIFICATES ARE EXCHANGEABLE FOR NEW
CERTIFICATES OF AUTHORIZED DENOMINATIONS EVIDENCING THE SAME CLASS AND AGGREGATE
PERCENTAGE INTEREST, AS REQUESTED BY THE HOLDER SURRENDERING THE SAME.
NO SERVICE CHARGE WILL BE MADE FOR ANY SUCH REGISTRATION OF TRANSFER
OR EXCHANGE, BUT THE TRUSTEE MAY REQUIRE PAYMENT OF A SUM SUFFICIENT TO COVER
ANY TAX OR OTHER GOVERNMENTAL CHARGE PAYABLE IN CONNECTION THEREWITH.
THE COMPANY, THE MASTER SERVICER, THE TRUSTEE AND THE CERTIFICATE
REGISTRAR AND ANY AGENT OF THE COMPANY, THE MASTER SERVICER, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR MAY TREAT THE PERSON IN WHOSE NAME THIS CERTIFICATE IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, AND NEITHER THE COMPANY, THE
MASTER SERVICER, THE TRUSTEE NOR ANY SUCH AGENT SHALL BE AFFECTED BY NOTICE TO
THE CONTRARY.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
THE OBLIGATIONS CREATED BY THE AGREEMENT IN RESPECT OF THE
CERTIFICATES AND THE TRUST FUND CREATED THEREBY SHALL TERMINATE UPON THE PAYMENT
TO CERTIFICATEHOLDERS OF ALL AMOUNTS HELD BY OR ON BEHALF OF THE TRUSTEE AND
REQUIRED TO BE PAID TO THEM PURSUANT TO THE AGREEMENT FOLLOWING THE EARLIER OF
(I) THE MATURITY OR OTHER LIQUIDATION OF THE LAST MORTGAGE LOAN SUBJECT THERETO
OR THE DISPOSITION OF ALL PROPERTY ACQUIRED UPON FORECLOSURE OR DEED IN LIEU OF
FORECLOSURE OF ANY MORTGAGE LOAN AND (II) THE PURCHASE BY THE MASTER SERVICER OR
THE COMPANY FROM THE TRUST FUND OF ALL REMAINING MORTGAGE LOANS AND ALL PROPERTY
ACQUIRED IN RESPECT OF SUCH MORTGAGE LOANS, THEREBY EFFECTING EARLY RETIREMENT
OF THE CERTIFICATES. THE AGREEMENT PERMITS, BUT DOES NOT REQUIRE, THE MASTER
SERVICER OR THE COMPANY TO (I) PURCHASE AT A PRICE DETERMINED AS PROVIDED IN THE
AGREEMENT ALL REMAINING MORTGAGE LOANS AND ALL PROPERTY ACQUIRED IN RESPECT OF
ANY MORTGAGE LOAN OR (II) PURCHASE IN WHOLE, BUT NOT IN PART, ALL OF THE
CERTIFICATES FROM THE HOLDERS THEREOF; PROVIDED, THAT ANY SUCH OPTION MAY ONLY
BE EXERCISED IF THE POOL STATED PRINCIPAL BALANCE OF THE MORTGAGE LOANS AS OF
THE DISTRIBUTION DATE UPON WHICH THE PROCEEDS OF ANY SUCH PURCHASE ARE
DISTRIBUTED IS LESS THAN TEN PERCENT OF THE CUT-OFF DATE PRINCIPAL BALANCE OF
THE MORTGAGE LOANS.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN EXECUTED BY
THE CERTIFICATE REGISTRAR, BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE
ENTITLED TO ANY BENEFIT UNDER THE AGREEMENT OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class [A- ] Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _________________________(Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass- Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________ for the
account of ___________________________________ account number _________________,
or, if mailed by check, to _________________________________________ Applicable
statements should be mailed to _______________________________________________.
This information is provided by _________________________________, the
assignee named above, or ______________________________________, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ________________. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS [____]% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000] OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS
RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER
THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM
DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING
AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN
ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS
AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND
(III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE
COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE
TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE
FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION
OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH,
SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR
HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF
THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY
SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
Certificate No. _____ [______]% Pass-Through Rate
Class M-__ Subordinate Aggregate Certificate
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class M Certificates:
________________ $______________________
First Distribution Date: Initial Certificate Principal
________________ Balance of this Certificate:
Master Servicer: $______________________
Residential Funding Corporation CUSIP: _______-_________
Assumed Final Distribution Date:
________________
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES ________
evidencing a percentage interest in any distributions allocable to the
Class M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that ______________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class M- Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Series Supplement, dated as
specified above, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master
Servicer and ___________, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, no transfer of this Class M Certificate will be
made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________(Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:_____
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________ for the account of
__________________________________ account number __________________, or, if
mailed by check, to _____________________________________ Applicable statements
should be mailed to _____________________________________.
This information is provided by _________________________________, the
assignee named above, or _____________________________________, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES]
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ]
OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No.____ [___]% Pass-Through Rate
Class B-___ Subordinate Aggregate Certificate
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class B-___
________________ Certificates as of
First Distribution Date: the Cut-off Date:
________________ $_________________
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
Assumed Final Distribution Date: $_________________
________________
CUSIP ___________________
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES _______
evidencing a percentage interest in any distributions
allocable to the Class B-__ Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional
one- to four-family fixed interest rate first mortgage loans
formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _______________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class B- Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Series Supplement, dated as specified above, to the
Standard Terms of Pooling and Servicing Agreement dated as of ________________
(together, the "Pooling and Servicing Agreement" or the "Agreement") among the
Company, the Master Servicer and ___________, as trustee (the "Trustee"), a
summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other
things, that the transferee's acquisition of a Class B Certificate will not
constitute or result in a non- exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _________________________(Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass- Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: _______ _____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ____________________________ for the account of
___________________________ account number ______________________, or, if mailed
by check, to _____________________________________ Applicable statements should
be mailed to _____________________________________.
This information is provided by _____________________________, the
assignee named above, or _____________________________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON- UNITED STATES
PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"),
OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No._____ [_____]% Pass-Through Rate
Class R[-__] Senior Aggregate Initial Certificate
Date of Pooling and Servicing Principal Balance of the
Agreement and Cut-off Date: Class R[-__] Certificates:
________________ $100.00
First Distribution Date: Initial Certificate Principal
________________ Balance of this Certificate:
Master Servicer: $_____________________
Residential Funding Corporation Percentage Interest:
Assumed Final Distribution Date: ______________%
________________ CUSIP _______-_______
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES _______
evidencing a percentage interest in any distributions allocable to the
Class R[-__] Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class R[-__] Certificates, both as specified above) in
certain distributions with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Series Supplement, dated as specified above, to the
Standard Terms of Pooling and Servicing Agreement dated as of __________________
(together, the "Pooling and Servicing Agreement" or the "Agreement") among the
Company, the Master Servicer and ___________, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R[-__] Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R Certificate will not constitute or
result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class R[-__] Certificates referred to in
the within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:________
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________ for the account of
_______________________________ account number ______________________, or, if
mailed by check, to _____________________________________ Applicable statements
should be mailed to _____________________________________.
This information is provided by ____________________________________,
the assignee named above, or ___________________________________, as its agent.
EXHIBIT E
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or otherwise
modified from time to time, this "Contract") is made this ____ day of _________,
19__, by and between Residential Funding Corporation, its successors and assigns
("Residential Funding") and ________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and each, individually, a
"party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans
for, Residential Funding, and Residential Funding desires to purchase Loans from
the Seller/Servicer and/or have the Seller/Servicer service various of its
Loans, pursuant to the terms of this Contract and the Residential Funding Seller
and Servicer Guides incorporated herein by reference, as amended, supplemented
or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms, conditions
and agreements set forth below, the parties agree as follows:
1. INCORPORATION OF GUIDES BY REFERENCE.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. AMENDMENTS.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. REPRESENTATIONS AND WARRANTIES.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization, is
qualified, if necessary, to do business and in good standing in
each jurisdiction in which it is required to be so qualified, and
has the requisite power and authority to enter into this Contract
and all other agreements which are contemplated by this Contract
and to carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by
each party and constitutes a valid and legally binding agreement
of each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that
could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage, indenture,
indebtedness, agreement, instrument, judgment, decree, order,
statute, rule or regulation and none of the foregoing adversely
affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this
Contract will not result in a violation of any of the foregoing.
b. Seller/servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3,
the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to deliver
to Residential Funding the certified Resolution of Board of Directors
which authorizes the execution and delivery of this Contract.
4. REMEDIES OF RESIDENTIAL FUNDING.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. PRIOR AGREEMENTS SUPERSEDED.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. ASSIGNMENT.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. NOTICES.
All notices, requests, demands or other communications that are to be given
under this Contract shall be in writing, addressed to the appropriate parties
and sent by telefacsimile or by overnight courier or by United States mail,
postage prepaid, to the addresses and telefacsimile numbers specified below.
However, another name, address and/or telefacsimile number may be substituted by
the Seller/Servicer pursuant to the requirements of this paragraph 8, or
Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:_____________________________________
Telefacsimile Number: (_____) ____-________
9. JURISDICTION AND VENUE.
Each of the parties irrevocably submits to the jurisdiction of any state or
federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. MISCELLANEOUS.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and
Residential Funding have executed this Seller/Servicer Contract as of the date
first above written.
ATTEST: SELLER/SERVICER
[CORPORATE SEAL] ___________________________________
(NAME OF SELLER/SERVICER)
By: _____________________________ By:________________________________
(SIGNATURE) (SIGNATURE)
By:______________________________ By:________________________________
(TYPED NAME) (TYPED NAME)
Title: __________________________ Title:_____________________________
================================================================================
ATTEST: RESIDENTIAL FUNDING CORPORATION
[CORPORATE SEAL]
By:______________________________ By:________________________________
(SIGNATURE) (SIGNATURE)
By:______________________________ By:________________________________
(TYPED NAME) (TYPED NAME)
Title:___________________________ Title:_____________________________
EXHIBIT F
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name:
Title:
Date:
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Pass-Through Certificates, Series _______, Class R[-__]
(the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ] [the United States], on behalf of
which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization"
or an electing large partnership as of [date of transfer] within the meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code, (ii) will endeavor to remain other than a disqualified organization
for so long as it retains its ownership interest in the Class R[-__]
Certificates, and (iii) is acquiring the Class R[-__] Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R[-__] Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class
R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on
each such partnership), or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing
large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R[-__] Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor
of a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R[-__] Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer
of any Class R[-__] Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
7. That the Owner has reviewed the restrictions set forth on the face of
the Class R[-__] Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R[-__] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R[-__] Certificates will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is _______________________.
10. This affidavit and agreement relates only to the Class R[-__]
Certificates held by the Owner and not to any other holder of the Class R[-__]
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R[-__] Certificates.
11. That no purpose of the Owner relating to the transfer of any of the
Class R[-__] Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R[-__]
Certificate that the Owner intends to pay taxes associated with holding such
Class R[- __] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R[-__]
Certificate.
13. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R[-__] Certificates remain outstanding.
14. (a) The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan; or
(b) The Purchaser will provide the Trustee, the Company and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a) or (b)
above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of ____________________, 199 _____.
[NAME OF OWNER]
By:__________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
_____________________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ____ day of ___________, 199__.
_____________________________________
NOTARY PUBLIC
COUNTY OF _______________________
STATE OF _________________________
My Commission expires the _____
day of ________, 19___.
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
_______________________, 19___
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
[Trustee]
Attention: Residential Funding Corporation Series _______
Re: Mortgage Pass-Through Certificates,
Series ________, Class R[-__]
-----------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
(the "Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance
of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the
"Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and __________, as trustee
(the "Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
15. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
16. The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know
or believe that any representation contained therein is false.
17. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller
understands that the transfer of a Class R[-__] Certificate may not be respected
for United States income tax purposes (and the Seller may continue to be liable
for United States income taxes associated therewith) unless the Seller has
conducted such an investigation.
18. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
___________________________________
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
_______________________, 19_____
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
[Trustee]
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series ________
RE: Mortgage Pass-Through Certificates,
Series ________, [Class B-]
---------------------------
Ladies and Gentlemen:
________________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series ________, Class ___ (the
"Certificates"), issued pursuant to the Series Supplement, dated as of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
_____________, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that:
1. The Purchaser understands that (a) the Certificates have not been
and will not be registered or qualified under the Securities Act of 1933,
as amended (the "Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the Certificates
may be resold only if registered and qualified pursuant to the provisions
of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the
foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business
matters, and, in particular, in such matters related to securities similar
to the Certificates, such that it is capable of evaluating the merits and
risks of investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor" within the
meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity
to review (a) [a copy of the Private Placement Memorandum, dated
_________________, 19__, relating to the Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and is relevant
to the Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company or the
Seller to the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the initial
distribution of the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating to the original
sale (the "Original Sale") of the Certificates by the Company, the
Purchaser acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely for use in
connection with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the Purchaser
from the Seller, and the Purchaser agrees that it will look solely to the
Seller and not to the Company with respect to any damage, liability, claim
or expense arising out of, resulting from or in connection with (a) error
or omission, or alleged error or omission, contained in the Memorandum, or
(b) any information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other transfer of any Certificate,
any interest in any Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation
by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise
transfer any of the Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA), or Section 4975 of the Internal Revenue Code of
1986, as amended ("Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets"
of any Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101;
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within
the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60),
and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer with
an opinion of counsel acceptable to and in form and substance satisfactory
to the Trustee, the Company and the Master Servicer to the effect that the
purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA
or Section 4975 of the Code and will not subject the Trustee, the Company
or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either 6(a), (b) or (c)
above.
Very truly yours,
By:________________________________
Name: _____________________________
Title:_____________________________
EXHIBIT H-2
FORM OF ERISA REPRESENTATION LETTER
________________________, 199__
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates, Series ________,
[Class M- ]
-------------
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") $ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
________, [Class M- ] (the "Certificates"), issued pursuant to the Series
Supplement, dated as of ________________, to the Standards Term of Pooling and
Servicing Agreement dated as of ________________ (together, the "Pooling and
Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer") and ____________, as (the "Trustee"). All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master Servicer that either:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (a
"Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan
within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101;
(b) The Purchaser is an insurance company, the source of funds to
be used by it to purchase the Certificates is an "insurance company
general account" as the terms if defined in DOL Prohibited Transaction
Class Exemption ("PTCE") 95-60, and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied; or
(c) The Purchaser has provided the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the
Master Servicer that the Purchaser will not transfer such Certificates
to any Plan or person unless such Plan or person meets the
requirements set forth in either (a), (b) or (c) above.
Very truly yours,
By:_______________________________
Name:_____________________________
Title:____________________________
EXHIBIT H-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry Class M Certificate (or any interest
therein) shall be deemed to have represented, by virtue of its acquisition or
holding of such Certificate (or interest therein), that either:
(a) it is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan; or
(b) (i) the transferee is an insurance company, (ii) the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and (iii) the conditions set
forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purported beneficial owner of a book-entry Class M Certificate (or
interest therein) to whom either (a) or (b) above does not apply 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 its
acquisition or holding of such Certificate.
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
______________, 19___
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates,
Series ________, [Class B-]
---------------------------
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the "Purchaser") of
$ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates,
Series ________, Class (the "Certificates"), issued pursuant to the Series
Supplement, dated as of ________________, to the Standard Terms of Pooling and
Servicing Agreement dated as of ________________ (together, the "Pooling and
Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
__________, as trustee (the "Trustee"). The Seller hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
___________________________________
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Series Supplement, dated
as of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated as of ________________ (the "Agreement") among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc.
as depositor pursuant to Section 5.02 of the Agreement and ________________, as
trustee, as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee or
the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on Rule
144A. The Buyer is acquiring the Rule 144A Securities for its own account
or the accounts of other qualified institutional buyers, understands that
such Rule 144A Securities may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101;
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within
the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60),
and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer with
an opinion of counsel acceptable to and in form and substance satisfactory
to the Trustee, the Company and the Master Servicer to the effect that the
purchase of Certificates is permissible
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Trustee, the Company or the Master Servicer to any obligation
or liability (including obligations or liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement. ]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when
so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as
of the date set forth below.
Print Name of Seller Print Name of Buyer
By:________________________________ By:________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. _______________________________ No:________________________________
Date: _____________________________ Date:______________________________
ANNEX 1 TO EXHIBIT J
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $___________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
CORPORATION, ETC. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
BANK. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
SAVINGS AND LOAN. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.
BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
INSURANCE COMPANY. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit
of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
INVESTMENT ADVISER. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
TRUST FUND. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
______________________________________
Print Name of Buyer
By: __________________________________
Name: ____________________________
Title:____________________________
Date: ________________________________
ANNEX 2 TO EXHIBIT J
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
The Buyer owned $_________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $________ in securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
10. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
11. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
12. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will
only purchase for the Buyer's own account.
13. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
_______________________________________
Print Name of Buyer
By: __________________________________
Name: ____________________________
Title: ___________________________
IF AN ADVISOR:
_______________________________________
Print Name of Buyer
Date: _________________________________
EXHIBIT K
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. SUBORDINATE CERTIFICATE LOSS COVERAGE; LIMITED GUARANTY. (a)
Subject to subsection (c) below, prior to the later of the third Business Day
prior to each Distribution Date or the related Determination Date, the Master
Servicer shall determine whether it or any Sub-Servicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances
or Sub-Servicer Advances previously made, (which will not be Advances or
Sub-Servicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section
4.02(a), to the extent such Advances or Sub-Servicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior
to the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) minus the sum of (i) all previous
payments made under subsections (a) and (b) hereof and (ii) all draws under the
Limited Guaranty made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by
such rating agency and (b) the original rating assigned to the Class B
Certificates by such rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section shall be
accompanied by a written Opinion of Counsel to the substitute guarantor or
obligor, addressed to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. AMENDMENTS RELATING TO THE LIMITED GUARANTY.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
EXHIBIT L
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series ________
_________________, 199__
[Trustee]
Attention: Residential Funding Corporation Series ________
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Series Supplement, dated as
of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated as of ________________ (together, the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and __________ (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of _________________, with respect to the Mortgage Pass-Through
Certificates, Series ________ (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
14. PROVISION OF FUNDS. (a) GMAC agrees to contribute and deposit in
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential Funding
to perform its Subordinate Certificate Loss Obligation when and as the same
arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
15. WAIVER. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
16. MODIFICATION, AMENDMENT AND TERMINATION. This Limited Guaranty may
be modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
17. SUCCESSOR. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
18. GOVERNING LAW. This Limited Guaranty shall be governed by the laws
of the State of New York.
19. AUTHORIZATION AND RELIANCE. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
20. DEFINITIONS. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
21. COUNTERPARTS. This Limited Guaranty may be executed in any number
of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By: ___________________________________
Name: _____________________________
Title: ____________________________
Acknowledged by:
[Trustee],
as Trustee
By: _______________________________
Name: _____________________________
Title: ____________________________
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By: _______________________________
Name: _____________________________
Title: ____________________________
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
________________, 19___
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates, Series ________ Assignment
of Mortgage Loan
--------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to ____________________________ (the "Lender")
of ____________________________ (the "Mortgage Loan") pursuant to Section
3.13(d) of the Series Supplement, dated as of ________________, to the Standard
Terms of Pooling and Servicing Agreement dated as of ________________ (together,
the "Pooling and Servicing Agreement") among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and the Trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Lender hereby certifies, represents and warrants to, and
covenants with, the Master Servicer and the Trustee that:
the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and such
assignment is at the request of the borrower under the related Mortgage Loan.
Very truly yours,
______________________________________
(Lender)
By: ____________________________
Name: ____________________________
Title:____________________________
EXHIBIT N
FORM OF REQUEST FOR EXCHANGE
[Date]
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series [________]
-----------------------------------------------------
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-V Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A-V Certificates, corresponding to the following
Uncertificated REMIC Regular Interests: [List numbers
corresponding to the related loans and Pool Strip Rates from the
Mortgage Loan Schedule]. The Initial Subclass Notional Amount and
the initial Pass-Through Rate on the Class A-V Certificates will
be $___________ and _____%, respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all of
the Uncertificated REMIC Regular Interests represented by the Class A-V
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of _______,
among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and Bank One National Association , as trustee.
RESIDENTIAL FUNDING CORPORATION
By:_______________________________
Name:_________________________
Title:____________________________
EXHIBIT FIVE
CERTIFICATE POLICY
EXECUTED VERSION
----------------
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy No. AB0386BE August 25, 2000
issued to:
Bank One, National Association, as
Trustee for the Holders of the Resi-
dential Funding Mortgage Securities 1,
Inc. Mortgage Pass-Through Certifi-
xxxxx, Series 2000-S10, Class A-6
For all purposes of this Policy, the following terms shall have the
following meanings:
"Accrued Certificate Interest"has the meaning set forth in the Agreement;
provided, however, that for all purposes of this Policy, Accrued Certificate
Interest on the Class A-6 Certificates shall include any Prepayment Interest
Shortfalls allocated to the Class A-6 Certificates (but only to the extent that
such amounts are not offset by Compensating Interest paid by the Master Servicer
or withdrawals from the Reserve Fund).
"Agreement" shall mean the Series Supplement, dated as of August 1, 2000,
to the Standard Terms of Pooling and Servicing Agreement, dated as of December
1, 1999, among Residential Funding Mortgage Securities 1, Inc., as the Company,
Residential Funding Corporation, as Master Servicer, and Bank One, National
Association, as Trustee, as such Agreement may be amended, modified or
supplemented from time to time as set forth in the Agreement, provided that any
such amendment, modification or supplement shall have been approved in writing
by the Insurer.
"Business Day" shall mean any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the Cities of New York, New York or
Chicago, Illinois are authorized or obligated by law or executive order to be
closed.
"Certificate Guarantee Insurance Policy" or "Policy" shall mean this
Certificate Guaranty Insurance Policy together with each and every endorsement
hereto.
"Class A-6 Certificates" shall mean any one of the Certificates designated
as a Class A-6 Certificate, substantially in the form set forth in Exhibit A-I
to the Agreement.
"Distribution Date" shall mean the 25th day of any month (or if such 25th
day is not a Business Day, the first Business Day immediately following)
beginning with the First Distribution Date.
"Due for Payment" shall mean with respect to any Insured Amounts, such
amount that is due and payable pursuant to the terms of the Agreement on the
related Distribution Date.
"First Distribution Date" shall mean September 25, 2000.
"Guaranteed Distribution" shall mean, with respect to the Class A-6
Certificates as of any Distribution Date (after application of amounts in the
Reserve Fund and any Compensating Interest allocated to the Class A-6
Certificates), the distribution to be made to the Holders of the Class A-6
Certificates in an aggregate amount equal to the sum of (1) the Accrued
Certificate Interest thereon, (2) the principal portion of any Realized Losses
allocated to the Class A-6 Certificates on such Distribution Date, and (3) the
Certificate Principal Balance of the Class A-6 Certificates to the extent unpaid
on the final Distribution Date or earlier termination of the Trust Fund pursuant
to the terms of the Agreement. A Guaranteed Distribution shall not include any
interest shortfalls resulting from the Relief Act or similar legislation.
"Holder" shall mean any person who is the registered owner or beneficial
owner of any Class A-6 Certificate.
"Indemnification Agreement" shall mean the Indemnification Agreement, dated
as of August 18, 2000, among Residential Funding Mortgage Securities 1, Inc., as
Depositor, Residential Funding Corporation, and Ambac Assurance Corporation, as
such Agreement may be amended, modified or supplemented from time to time.
"Insured Amounts" shall mean, with respect to any Distribution Date, the
Guaranteed Distribution for such Distribution Date.
"Insured Payments" shall mean, with respect to any Distribution Date, the
aggregate amount actually paid by the Insurer to the Trustee in respect of (i)
Insured Amounts for such Distribution Date and (ii) Preference Amounts for any
given Business Day.
"Insurer" shall mean Ambac Assurance Corporation, or any successor thereto,
as issuer of the Certificate Guaranty Insurance Policy.
"Nonpayment" shall mean, with respect to any Distribution Date, an Insured
Amount which is Due for Payment but has not been and will not be paid in respect
of such Distribution Date pursuant to the Agreement.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Amount which shall be
due and owing on the applicable Distribution Date.
"Preference Amount" means any payment of Insured Amounts on a Class A-6
Certificate which has become Due for Payment and which is made to a Holder by or
on behalf of the Trustee which has been deemed a preferential transfer and
theretofore recovered from its Holder pursuant to the United States Bankruptcy
Code in accordance with a final, nonappealable order of a court of competent
jurisdiction.
"Trustee" shall mean Bank One, National Association, or its
successor-in-interest, in its capacity as trustee under the Agreement, or if any
successor trustee or any co-trustee shall be appointed as provided therein, then
"Trustee" shall also mean such successor trustee or such co- trustee, as the
case may be, subject to the provisions thereof.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement as of the date of execution of the
Policy, without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.
As provided by the Policy, the Insurer will pay any amount payable
hereunder, other than Preference Amounts, no later than 12:00 noon, New York
City time, on the later of the Distribution Date on which the related Insured
Amount is due or the Business Day following receipt in New York, New York on a
Business Day by the Insurer of a Notice; provided that, if such Notice is
received after 12:00 noon, New York City time, on such Business Day, it will be
deemed to be received on the following Business Day. If any such Notice is not
in proper form or is otherwise insufficient for the purpose of making a claim
under the Policy, it shall be deemed not to have been received for purposes of
this paragraph, and the Insurer shall promptly so advise the Trustee and the
Trustee may submit an amended Notice.
The Insurer shall pay any Preference Amount when due to be paid pursuant to
the Order referred to below, but in any event on the Distribution Date next
following receipt on a Business Day by the Insurer of (i) a certified copy of a
final, non-appealable order of a court or other body exercising jurisdiction in
such insolvency proceeding to the effect that the Trustee or the Holder is
required to return such Preference Amount paid during the term of this Policy
because such payments were avoided as a preferential transfer or otherwise
rescinded or required to be restored by the Trustee or the Holder (the "Order"),
(ii) a certificate by or on behalf of the Trustee that the Order has been
entered and is not subject to any stay, (iii) an assignment, in form and
substance satisfactory to the Insurer, duly executed and delivered by the
Trustee, irrevocably assigning to the Insurer all rights and claims of the
Trustee or the Holder relating to or arising under the Agreement against the
estate of the Trustee or otherwise with respect to such Preference Amount and
(iv) a Notice of Nonpayment (attached hereto as Exhibit A) appropriately
completed and executed by the Trustee. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order, and not to the Trustee or the Holder, as applicable, directly, unless
the Trustee or the Holder, as applicable, has made a payment of the Preference
Amount to the court or such receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order, in which case the Insurer will pay the
Trustee on behalf of the Holder, subject to the delivery of (a) the items
refereed to in clauses (i), (ii), (iii) and (iv) above to the Insurer and (b)
evidence satisfactory to the Insurer that payment has been made to such court or
receiver, conservator, debtor-in- possession or trustee in bankruptcy named in
the Order.
The Insurer hereby agrees that it shall be subrogated to the rights of
Holders by virtue of any previous payment under this Policy provided that no
recovery of such payment will occur unless the full amount of the Holders'
allocable distributions for such Distribution Date can be made. In so doing, the
Insurer does not waive its rights to seek full payment of all amounts owed to it
under the Agreement.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy on each Distribution Date as
provided in Section 4.02(a) of the Agreement, beginning with the First
Distribution Date, in an amount, with respect to each Distribution Date, equal
to the Insurance Premium (as defined in the Agreement).
The Policy to which this Endorsement is attached and of which it forms a
part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. The Policy is further hereby amended, to the extent necessary, to
clarify that the reference to "loss of any prepayment or any other acceleration
payment" in the fourth paragraph of the face of the Policy does not refer to
that portion of any shortfall, if any, in interest on any mortgage loan in any
month in which such mortgage loan is paid prior to its stated maturity.
This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, the REMIC or the Trustee for withholding taxes, if
any (including interest and penalties in respect of any such liability) or any
other taxes, withholding or other charge imposed by any governmental authority.
Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed under,
the laws of the State of New York (without giving effect to the conflict of laws
provisions thereof).
IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this Endorsement
to the Policy to be signed by its duly authorized officers.
First Vice President Assistant Secretary
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
--------------------------------------------
Policy No. AB0386BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB0386BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the Holders.
2. The relevant Distribution Date is [date].
3. Payment on the Class A-6 Certificates in respect of the Distribution Date
is due to be received on _____________________ under the Agreement, in an
amount equal to $___________________.
4. There is a shortfall of $________________ in a Guaranteed Distribution in
respect of the Class A-6 Certificates, which amount is an Insured Amount
pursuant to the terms of the Agreement.
5. The Trustee has not heretofore made a demand for the Insured Amount in
respect of the Distribution Date.
6. The Trustee hereby requests the payment of the Insured Amount that is Due
for Payment be made by Ambac under the Policy and directs that payment
under the Policy be made to the following account by bank wire transfer of
federal or other immediately available funds in accordance with the terms
of the Policy to:
_____________________ Trustee's account number.
7. The Trustee hereby agrees that, following receipt of the Insured Amount
from Ambac, it shall (a) hold such amounts in trust and apply the same
directly to the distribution of payment on the Class A-6 Certificates when
due; (b) not apply such funds for any other purpose; (c) deposit such funds
to the Certificate Insurance Account and not commingle such funds with
other funds held by the Trustee and (d) maintain an accurate record of such
payments with respect to each Class A-6 Certificate and the corresponding
claim on the Policy and proceeds thereof.
[Name of Trustee]
By:
----------------------------------
Title:
--------------------------------
(Officer)
