SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 28, 2000
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. (as seller under a Pooling and
Servicing Agreement dated as of March 1, 2000 providing for, inter alia, the
issuance of Mortgage Asset- Backed Pass-Through Certificates, Series 2000-RS1)
Residential Asset Mortgage Products, Inc.
-----------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-91561 41-1955181
- ---------------------- --------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of March 1, 2000 among
Residential Asset Mortgage Products, Inc., as seller, Residential Funding
Corporation, as master servicer and Bank One, National Association, as
trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: /s/ Julie Steinhagen
Name: Julie Steinhagen
Title: Vice President
Dated: April 12, 2000
<PAGE>
EXHIBITS
<PAGE>
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2000
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-RS1
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01. Definitions.....................................................4
Accrued Certificate Interest...........................................4
Adjusted Mortgage Rate.................................................4
Adjustment Date........................................................5
Adjusted Net Mortgage Rate.............................................5
Advance................................................................5
Affiliate..............................................................5
Agreement..............................................................5
Amount Held for Future Distribution....................................5
Appraised Value........................................................5
Assignment.............................................................5
Assignment Agreement...................................................6
Balloon Loan...........................................................6
Balloon Payment........................................................6
Bankruptcy Code........................................................6
Bankruptcy Loss........................................................6
Basis Risk Shortfall...................................................6
Basis Risk Shortfall Carry-Forward Amount..............................6
Book-Entry Certificate.................................................7
Business Day...........................................................7
Buydown Funds..........................................................7
Buydown Mortgage Loan..................................................7
Cash Liquidation.......................................................7
Certificate............................................................7
Certificate Account....................................................7
Certificate Account Deposit Date.......................................7
Certificateholder or Holder............................................7
Certificate Insurer Premium............................................8
Certificate Insurer Premium Modified Rate..............................8
Certificate Insurer Premium Rate.......................................8
Certificate Owner......................................................8
Certificate Principal Balance..........................................8
Certificate Register and Certificate Registrar.........................9
Class ................................................................9
Class A Certificates...................................................9
Class A-I Certificate..................................................9
Class A-II Certificate.................................................9
Class A-II Margin......................................................9
(i)
<PAGE>
Class R Certificate....................................................9
Class R-I Certificate.................................................10
Class R-II Certificate................................................10
Class R-III Certificate...............................................10
Class SB Certificates.................................................10
Class SB-I Certificate................................................10
Class SB-II Certificate...............................................10
Closing Date..........................................................10
Code ...............................................................10
Compensating Interest.................................................10
Corporate Trust Office................................................11
Curtailment...........................................................11
Custodial Account.....................................................11
Custodial Agreement...................................................11
Custodian.............................................................11
Cut-off Date..........................................................11
Cut-off Date Principal Balance........................................11
Debt Service Reduction................................................11
Deferred Interest.....................................................11
Deficiency Amount.....................................................11
Deficient Valuation...................................................12
Definitive Certificate................................................12
Deleted Mortgage Loan.................................................12
Delinquency Ratio.....................................................12
Delinquent............................................................12
Depository............................................................12
Depository Participant................................................13
Designated Subservicer................................................13
Destroyed Mortgage Note...............................................13
Determination Date....................................................13
Disqualified Organization.............................................13
Distribution Date.....................................................13
Due Date..............................................................13
Due Period............................................................13
Eligible Account......................................................14
ERISA ...............................................................14
Event of Default......................................................14
Excess Overcollateralization Amount...................................14
Excess Realized Loss..................................................14
Extraordinary Events..................................................14
Fannie Mae............................................................15
FASIT ...............................................................15
FDIC ...............................................................15
FHA ...............................................................15
Final Distribution Date...............................................15
Fitch ...............................................................15
(ii)
<PAGE>
Foreclosure Profits...................................................16
Fraud Losses..........................................................16
Freddie Mac...........................................................16
Gross Margin..........................................................16
Group I Available Distribution Amount.................................16
Group II Available Distribution Amount................................17
Group I Bankruptcy Amount.............................................17
Group II Bankruptcy Amount............................................17
Group I Cumulative Insurance Payments.................................17
Group II Cumulative Insurance Payments................................18
Group I Cut-off Date Balance..........................................18
Group II Cut-off Date Balance.........................................18
Group I Diverted Excess Spread........................................18
Group II Diverted Excess Spread.......................................18
Group I Excess Bankruptcy Loss........................................18
Group II Excess Bankruptcy Loss.......................................19
Group I Excess Cash Flow..............................................19
Group II Excess Cash Flow.............................................19
Group I Excess Fraud Loss.............................................19
Group II Excess Fraud Loss............................................19
Group I Excess Loss...................................................19
Group II Excess Loss..................................................19
Group I Excess Overcollateralization Amount...........................19
Group II Excess Overcollateralization Amount..........................19
Group I Excess Special Hazard Loss....................................19
Group II Excess Special Hazard Loss...................................19
Group I Extraordinary Losses..........................................19
Group II Extraordinary Losses.........................................20
Group I Fraud Loss Amount.............................................20
Group II Fraud Loss Amount............................................20
Group I Interest Distribution Amount..................................21
Group II Interest Distribution Amount.................................21
Group I Loan..........................................................21
Group II Loan.........................................................21
Group I Overcollateralization Amount..................................21
Group II Overcollateralization Amount.................................21
Group I Overcollateralization Increase Amount.........................21
Group II Overcollateralization Increase Amount........................21
Group I Overcollateralization Reduction Amount........................21
Group II Overcollateralization Reduction Amount.......................22
Group I Pool Stated Principal Balance.................................22
Group II Pool Stated Principal Balance................................22
Group I Principal Distribution Amount.................................22
Group II Principal Distribution Amount................................23
Group I Required Overcollateralization Amount.........................24
Group II Required Overcollateralization Amount........................24
(iii)
<PAGE>
Group I Special Hazard Amount.........................................24
Group II Special Hazard Amount........................................25
Group I Stepdown Date.................................................26
Group II Stepdown Date................................................26
Group I Weighted Average Net Mortgage Rate............................26
Group II Weighted Average Net Mortgage Rate...........................26
Group II Weighted Average Actual/360 Net Mortgage Rate................26
High Cost Loan........................................................26
HomeComings...........................................................26
Independent...........................................................27
Index ...............................................................27
Initial Certificate Principal Balance.................................27
Insurance Account.....................................................27
Insurance Agreement...................................................27
Insurance Proceeds....................................................27
Insured Amount........................................................27
Insurer...............................................................27
Insurer Account.......................................................27
Insurer Default.......................................................27
Interest Accrual Period...............................................28
Late Collections......................................................28
Late Payment Rate.....................................................28
LIBOR ...............................................................28
LIBOR Business Day....................................................28
LIBOR Rate Adjustment Date............................................28
Limited Reimbursement Agreement.......................................28
Limited Reimbursement Counterparty....................................28
Limited Reimbursement Premium.........................................29
Limited Reimbursement Premium Rate....................................29
Liquidation Proceeds..................................................29
Loan-to-Value Ratio...................................................29
Maturity Date.........................................................29
Maximum Mortgage Rate.................................................29
Maximum Net Mortgage Rate.............................................29
Minimum Mortgage Rate.................................................29
Modified Adjusted Net Mortgage Rate...................................30
Modified Mortgage Loan................................................30
Modified Net Mortgage Rate............................................30
Monthly Payment.......................................................30
Moody's...............................................................30
Mortgage..............................................................30
Mortgage File.........................................................30
Mortgage Loan Accrued Interest........................................30
Mortgage Loan Schedule................................................30
Mortgage Loans........................................................32
Mortgage Note.........................................................32
(iv)
<PAGE>
Mortgage Rate.........................................................32
Mortgaged Property....................................................32
Mortgagor.............................................................32
Neg Am Loan...........................................................32
Net Mortgage Rate.....................................................32
Non-Primary Residence Loans...........................................33
Non-United States Person..............................................33
Nonrecoverable Advance................................................33
Nonsubserviced Mortgage Loan..........................................33
Note Margin...........................................................33
Notice ...............................................................33
Officers' Certificate.................................................33
Opinion of Counsel....................................................33
Optional Termination Date.............................................33
Outstanding Mortgage Loan.............................................34
Ownership Interest....................................................34
Pass-Through Rate.....................................................34
Paying Agent..........................................................35
Percentage Interest...................................................36
Periodic Cap..........................................................36
Permitted Investments.................................................36
Permitted Transferee..................................................37
Person ...............................................................37
Policy ...............................................................37
Prepayment Assumption.................................................37
Prepayment Interest Shortfall.........................................37
Prepayment Period.....................................................38
Primary Insurance Policy..............................................38
Principal Prepayment..................................................38
Principal Prepayment in Full..........................................38
Program Guide.........................................................38
Purchase Price........................................................38
Qualified Substitute Mortgage Loan....................................38
Rating Agency.........................................................39
Realized Loss.........................................................39
Record Date...........................................................40
Regular Interest......................................................40
Relief Act............................................................40
REMIC ...............................................................40
REMIC Administrator...................................................40
REMIC I...............................................................40
REMIC I Group I Interest Loss Allocation Amount.......................41
REMIC I Group II Interest Loss Allocation Amount......................41
REMIC I Group I Overcollateralized Amount.............................41
REMIC I Group II Overcollateralized Amount............................41
REMIC I Group I Principal Loss Allocation Amount......................41
(v)
<PAGE>
REMIC I Group II Principal Loss Allocation Amount.....................42
REMIC I Regular Interest LT1..........................................42
REMIC I Regular Interest LT2-I........................................42
REMIC I Regular Interest LT3-I........................................42
REMIC I Regular Interest LT3-I Maximum Interest Deferral Amount.......42
REMIC I Required Group I Overcollateralized Amount....................42
REMIC I Regular Interest LT1..........................................42
REMIC I Regular Interest LT2-II.......................................42
REMIC I Regular Interest LT3-II.......................................43
REMIC I Regular Interest LT3-II Maximum Interest Deferral Amount
.....................................................................43
REMIC I Required Group II Overcollateralized Amount...................43
REMIC II Regular Interest MT1-I.......................................43
REMIC II Regular Interest MT2-I.......................................43
REMIC II Regular Interest MT3-I.......................................43
REMIC II Regular Interest MT4-I.......................................43
REMIC II Regular Interest MT1-II......................................43
REMIC II Regular Interest MT2-II......................................43
REMIC II Regular Interest MT3-II......................................44
REMIC II Regular Interest MT4-II......................................44
REMIC Provisions......................................................44
REO Acquisition.......................................................44
REO Disposition.......................................................44
REO Imputed Interest..................................................44
REO Proceeds..........................................................44
REO Property..........................................................44
Repurchase Event......................................................44
Request for Release...................................................45
Required Insurance Policy.............................................45
Reserve Fund..........................................................45
Residential Funding...................................................45
Responsible Officer...................................................45
Rolling Six-Month Delinquency Ratio...................................45
Servicing Accounts....................................................45
Servicing Advances....................................................45
Servicing Fee.........................................................45
Servicing Fee Rate....................................................46
Servicing Modification................................................46
Servicing Officer.....................................................46
Servicing Trigger.....................................................46
Special Hazard Loss...................................................46
Standard & Poor's.....................................................47
Startup Date..........................................................47
Stated Principal Balance..............................................47
Subordination.........................................................47
Subserviced Mortgage Loan.............................................47
(vi)
<PAGE>
Subservicer...........................................................47
Subservicer Advance...................................................47
Subservicing Account..................................................47
Subservicing Agreement................................................47
Subservicing Fee......................................................48
Tax Returns...........................................................48
Transfer..............................................................48
Transferee............................................................48
Transferor............................................................48
Trust Fund............................................................48
Twelve-Month Loss Amount..............................................48
Uniform Single Attestation Program for Mortgage Bankers...............48
Uninsured Cause.......................................................48
Uncertificated Accrued Interest.......................................48
Uncertificated Corresponding Component................................49
Uncertificated Notional Balance.......................................49
Uncertificated Pass-Through Rate......................................49
Uncertificated Principal Balance......................................50
Uncertificated Regular Interests......................................50
United States Person..................................................50
VA ...............................................................50
Voting Rights.........................................................51
Section 1.02. Determination of LIBOR.........................................51
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................................53
Section 2.02. Acceptance by Trustee..........................................55
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor
57
Section 2.04. Representations and Warranties of Residential Funding..........59
Section 2.05. Execution and Authentication of Certificates...................61
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.............................62
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations; Special Servicing....63
Section 3.03. Successor Subservicers.........................................64
(vii)
<PAGE>
Section 3.04. Liability of the Master Servicer...............................65
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders
65
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee65
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account
..............................................................66
Section 3.08. Subservicing Accounts; Servicing Accounts......................68
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans..........................................................70
Section 3.10. Permitted Withdrawals from the Custodial Account...............70
Section 3.11. Maintenance of Primary Insurance Coverage......................72
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage72
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments................................74
Section 3.14. Realization Upon Defaulted Mortgage Loans......................76
Section 3.15. Trustee to Cooperate; Release of Mortgage Files................78
Section 3.16. Servicing and Other Compensation; Compensating Interest........80
Section 3.17. Reports to the Trustee and the Depositor.......................81
Section 3.18. Annual Statement as to Compliance..............................81
Section 3.19. Annual Independent Public Accountants' Servicing Report........82
Section 3.20. Right of the Depositor in Respect of the Master Servicer.......82
Section 3.21. Administration of Buydown Funds................................82
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account............................................84
Section 4.02. Distributions..................................................85
Section 4.03. Statements to Certificateholders...............................93
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer................................................96
Section 4.05. Allocation of Realized Losses..................................97
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property..99
Section 4.07. Optional Purchase of Defaulted Mortgage Loans..................99
Section 4.08. The Policy....................................................100
Section 4.09. Distribution of Basis Risk Shortfall Carry-Forward Amount;
Reserve Fund ..............................................101
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates..............................................102
Section 5.02. Registration of Transfer and Exchange of Certificates.........103
(viii)
<PAGE>
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.............109
Section 5.04. Persons Deemed Owners.........................................109
Section 5.05. Appointment of Paying Agent...................................109
Section 5.06. Optional Purchase of Certificates.............................110
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer112
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.........112
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and
Others .....................................................113
Section 6.04. Depositor and Master Servicer Not to Resign....................114
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.............................................115
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.........117
Section 7.03. Notification to Certificateholders............................118
Section 7.04. Waiver of Events of Default...................................118
Section 7.05. Servicing Trigger; Removal of Master Servicer.................119
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.............................................120
Section 8.02. Certain Matters Affecting the Trustee.........................121
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........123
Section 8.04. Trustee May Own Certificates..................................123
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification ...........................................123
Section 8.06. Eligibility Requirements for Trustee..........................124
Section 8.07. Resignation and Removal of the Trustee........................125
Section 8.08. Successor Trustee.............................................126
Section 8.09. Merger or Consolidation of Trustee............................127
Section 8.10. Appointment of Co-Trustee or Separate Trustee.................127
Section 8.11. Appointment of Custodians.....................................128
ARTICLE IX
TERMINATION
(ix)
<PAGE>
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans................................................129
Section 9.02. Additional Termination Requirements...........................131
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration..........................................133
Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification136
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.....................................................138
Section 11.02.Recordation of Agreement; Counterparts........................140
Section 11.03.Limitation on Rights of Certificateholders....................141
Section 11.04.Governing Law.................................................142
Section 11.05.Notices.......................................................142
Section 11.06.Notices to Rating Agencies and the Insurer....................142
Section 11.07.Severability of Provisions....................................143
Section 11.08.Supplemental Provisions for Resecuritization..................144
Section 11.09.Rights of the Insurer.........................................144
</TABLE>
Exhibit A Form of Class A Certificate
Exhibit B Form of Class SB Certificate
Exhibit C [Reserved]
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O High Cost Loans
Exhibit P Form of ERISA Letter
(x)
<PAGE>
Exhibit Q Certificate Guaranty Insurance Policy
(xi)
<PAGE>
This Pooling and Servicing Agreement, effective as of March 1,
2000, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor
(together with its permitted successors and assigns, the "Depositor"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, a national banking association, (formerly known as The First
National Bank of Chicago) as trustee (together with its permitted successors and
assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in seven
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Mortgage Loans and certain
other related assets subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Certificates will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, remittance
rate (the "REMIC I Remittance Rate") and initial Uncertificated Balance for each
of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The
"latest possible maturity date" (determined solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular
Interest shall be the 360th Distribution Date. None of the REMIC I Regular
Interests will be certificated.
<TABLE>
<CAPTION>
REMIC I Initial Uncertificated Latest Possible
Designation Remittance Rate Balance Maturity Date
- ------------- ------------------------ ---------------------- ----------------------
<S> <C> <C> <C> <C> <C>
LT1-I Variable(1) $ 68,584,751.11 March 25, 2030
LT2-I Variable(1) $ 699,840.00 March 25, 2030
LT3-I Variable(1) $ 699,848.80 March 25, 2030
LT1-II Variable(1) $ 53,921,392.07 March 25, 2030
LT2-II Variable(1) $ 550,210.00 March 25, 2030
LT3-II Variable(1) $ 550,226.57 March 25, 2030
</TABLE>
____________________
(1) Calculated as provided in the definition of Uncertificated Pass-Through
Rate.
REMIC II
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as REMIC II. The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate
1
<PAGE>
(the "REMIC II Remittance Rate") and initial Uncertificated Balance for each of
the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The
"latest possible maturity date" (determined solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular
Interest shall be the 360th Distribution Date.. None of the REMIC II Regular
Interests will be certificated.
<TABLE>
<CAPTION>
REMIC II Initial Uncertificated Latest Possible
Designation Remittance Rate Balance Maturity Date
<S> <C> <C> <C> <C> <C>
MT1-I Variable(1) $ 68,584,751.11 March 25, 2030
MT2-I Variable(1) $ 699,840.00 March 25, 2030
MT3-I Variable(1) $ 699,848.80 March 25, 2030
MT1-II Variable(1) $ 53,921,392.07 March 25, 2030
MT2-II Variable(1) $ 550,210.00 March 25, 2030
MT3-II Variable(1) $ 550,226.57 March 25, 2030
MT4-I Variable(1) (2) March 25, 2030
MT4-II Variable(1) (2) March 25, 2030
</TABLE>
________________
(1) Calculated as provided in the definition of Uncertificated Pass-Through
Rate.
(2) Each of REMIC II Regular Interest MT4-I and MT4-II has no principal balance
but will have the terms provided in the definition of the Class MT4-I
Interest and Class MT4-II Interest.
REMIC III
As provided herein, the REMIC Administrator will elect to treat
the segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC III. The Class R-III Certificates will represent the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass- Through Rate, aggregate Initial Certificate Principal
Balance, certain features, Maturity Date and initial ratings for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
III. The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC III Regular Certificates shall be the 360th Distribution Date.
2
<PAGE>
<TABLE>
<CAPTION>
Pass- Aggregate Initial
Through Certificate Principal
Designation Type Rate Balance Features Maturity Date Initial Ratings
S&P Fitch
<S> <C> <C> <C> <C> <C>
Class A-I Senior 8.00% (initially) $69,984,000.00 Senior March 25, 2030 AAA AAA
Class A-II Senior Adjustable(1) $55,021,000.00 Senior March 25, 2030 AAA AAA
Class SB-I SubordinateAdjustable(2) $ 439.91 Subordinate March 25, 2030 N/R N/R
Class SB-IISubordinateAdjustable(2) $ 828.64 Subordinate March 25, 2030 N/R N/R
Class R-I Residual N/A N/A Residual March 25, 2030 N/R N/R
Class R-II Residual N/A N/A Residual March 25, 2030 N/R N/R
Class R-III Residual N/A N/A Residual March 25, 2030 N/R N/R
</TABLE>
_______________________
(1) Calculated in accordance with the definition of "Pass-Through Rate" herein.
(2) The Class SB Certificates will accrue interest as described in the
definition of the Accrued Certificate Interest. The Class SB
Certificates will not accrue interest on their Certificate Principal
Balance.
The Group I Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $69,984,439.91. The Group I Loans are fixed-rate,
fully amortizing and balloon payment, first lien and second lien mortgage loans
having terms to maturity at origination or modification of generally not more
than 30 years. The Group II Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $55,021,828.64. The Group II Loans are
adjustable- rate, fully amortizing, negatively amortizing and balloon payment,
first lien mortgage loans having terms to maturity at origination or
modification of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
3
<PAGE>
ARTICLE
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date and the Class A Certificates, interest accrued during the preceding
Interest Accrual Period at the related Pass- Through Rate less interest
shortfalls from the Mortgage Loans, if any, allocated thereto for such
Distribution Date, to the extent not covered by Subordination, on the
Certificate Principal Balance thereof immediately prior to such Distribution
Date (or in the case of the first Distribution Date, the Cut-off Date). Accrued
Certificate Interest on the Class A Certificates will be reduced by (i) the
interest portion (adjusted to the Adjusted Net Mortgage Rate (or the Modified
Adjusted Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Excess
Losses to the extent allocated to the Class A Certificates, (ii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Losses, (iii) with
respect to the Class A- II Certificates, Deferred Interest to the extent
allocated to Accrued Certificate Interest pursuant to Section 4.02(i) and (iv)
any other interest shortfalls, other than Prepayment Interest Shortfalls,
including interest that is not collectible from the Mortgagor for the related
Due Period pursuant to the Relief Act or similar legislation or regulations as
in effect from time to time, with all such reductions allocated to the Class A
Certificates on a pro rata basis, in reduction of the Accrued Certificate
Interest which would have resulted absent such reductions. With respect to each
Distribution Date and the Class SB Certificates, interest accrued during the
preceding Interest Accrual Period at the related Pass-Through Rate on the
Uncertificated Notional Amount, reduced by any interest shortfalls including
Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16 or by Group I or Group II Excess Cash Flow
pursuant to clauses (vi), (vii), (x), (xi) and (xii) of Section 4.02(c) and (d).
In addition, Accrued Certificate Interest with respect to each Distribution
Date, as to the Class SB Certificates, shall be reduced by an amount equal to
the interest portion of Realized Losses allocated to the Overcollateralization
Amount pursuant to Section 4.05 hereof. Accrued Certificate Interest on the
Class A-I Certificates and Class SB-I Certificates shall accrue on the basis of
a 360-day year consisting of twelve 30-day months. Accrued Certificate Interest
on the Class A-II Certificates and Class SB-II Certificates shall accrue on the
basis of a 360-day year and the actual number of days in the related Interest
Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any
date of determination, the Mortgage Rate borne by the related Mortgage Note,
less the rate at which the related Subservicing Fee accrues.
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Adjustment Date: As to each adjustable rate Mortgage Loan, each
date set forth in the related Mortgage Note on which an adjustment to the
interest rate on such Mortgage Loan becomes effective.
Adjusted Net Mortgage Rate: With respect to any Mortgage Loan and
any date of determination, the Net Mortgage Rate minus the Limited Reimbursement
Premium Rate.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first Person. For
the purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date,
the total of the amounts held in the Custodial Account at the close of business
on the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the Due Date in the related Due
Period.
Appraised Value: As to any Mortgaged Property, one of the
following: (i) the lesser of (a) the appraised value of such Mortgaged Property
based upon the appraisal made at the time of the origination of the related
Mortgage Loan, and (b) the sales price of the Mortgaged Property at such time of
origination, (ii) in the case of a Mortgaged Property securing a refinanced or
modified Mortgage Loan, one of (1) the appraised value based upon the appraisal
made at the time of origination of the loan which was refinanced or modified,
(2) the appraised value determined in an appraisal made at the time of
refinancing or modification or (3) the sales price of the Mortgaged Property, or
(iii) with respect to the Mortgage Loans for which a broker's price opinion was
obtained, the value contained in such opinion.
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 of one or more blanket assignments covering
Mortgages secured by Mortgaged
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Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement,
dated the Closing Date, between Residential Funding and the Depositor relating
to the transfer and assignment of the Mortgage Loans.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee and the
Insurer in writing that the Master Servicer is diligently pursuing any remedies
that may exist in connection with the representations and warranties made
regarding the related Mortgage Loan and either (A) the related Mortgage Loan is
not in default with regard to payments due thereunder or (B) delinquent payments
of principal and interest under the related Mortgage Loan and any premiums on
any applicable primary hazard insurance policy and any related escrow payments
in respect of such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving effect to any
Debt Service Reduction.
Basis Risk Shortfall: With respect to any Distribution Date for
which the Pass- Through Rate for the Class A-II Certificates is based on clause
(iii) of the definition thereof, the excess, if any, of (x) Accrued Certificate
Interest on the Class A-II Certificates for such Distribution Date, using the
lesser of (a) clause (i) of the definition of Pass-Through Rate for the Class
A-II Certificates as calculated for such Distribution Date, and (b) clause (ii)
of such definition, over (y) Accrued Certificate Interest on the Class A-II
Certificates for such Distribution Date at the then- applicable Pass-Through
Rate.
Basis Risk Shortfall Carry-Forward Amount: With respect to each
Distribution Date and the Class A-II Certificates, the aggregate amount of Basis
Risk Shortfall for such Class on such Distribution Date, plus any unpaid Basis
Risk Shortfall from prior Distribution Dates to the extent unreimbursed from
Group I or Group II Excess Cash Flow, plus accrued interest on any unpaid
related Basis Risk Shortfall from the Distribution Date when incurred to the
Distribution Date when paid at a rate equal to the lesser of (i) LIBOR plus the
related Class A-II Margin for the Distribution Date when such Basis Risk
Shortfall Carry-Forward Amount is paid and (ii) the Maximum Class A- II Rate.
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Book-Entry Certificate: Any Certificate registered in the name of
the Depository or its nominee.
BSFP: Bear Stearns Financial Products, Inc., or its successor in interest.
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: Any Class A Certificate, Class SB Certificate or Class R
Certificate.
Certificate Account: The account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2000-RS1" and which must be an Eligible Account. Any such account or
accounts created and maintained subsequent to the Closing Date shall be subject
to the approval of the Insurer, which approval shall not be unreasonably
withheld.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that neither a
Disqualified Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Depositor, the Master
Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
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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. Unless otherwise indicated in this Agreement, the Custodial Agreement
or the Assignment Agreement, whenever reference is made to the actions taken by
the Trustee on behalf of the Certificateholders, such reference shall include
the Insurer as long as there is no Insurer Default continuing.
Certificate Insurer Premium: With respect to the Class A-I
Certificates, the premium payable to the Insurer on each Distribution Date in an
amount equal to one-twelfth of the product of the related Certificate Insurer
Premium Rate and the Certificate Principal Balance of the Class A-I Certificates
immediately prior to such Distribution Date. With respect to the Class A-II
Certificates, the premium payable to the Insurer on each Distribution Date in an
amount equal to one-twelfth of the product of the related Certificate Insurer
Premium Rate and the Certificate Principal Balance of the Class A-II
Certificates immediately prior to such Distribution Date.
Certificate Insurer Premium Modified Rate: With respect to any
Group I Loan and any date of determination, the Certificate Insurer Premium Rate
for the Class A-I Certificates times a fraction equal to (x) the aggregate
Certificate Principal Balance of the Class A-I Certificates as of such date over
(y) the aggregate Stated Principal Balance of the Group I Loans as of such date.
With respect to any Group II Loan and any date of determination, the Certificate
Insurer Premium Rate for the Class A-II Certificates times a fraction equal to
(x) the aggregate Certificate Principal Balance of the Class A-II Certificates
as of such date over (y) the aggregate Stated Principal Balance of the Group II
Loans as of such date.
Certificate Insurer Premium Rate: With respect to each group of
Mortgage Loans and each Class of Class A Certificates and any date of
determination, the per annum rate specified in the Insurance Agreement with
respect to the Class A-I Certificates or Class A-II Certificates, as applicable,
for the purpose of calculating the related Certificate Insurer Premium.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Certificate as specified on the face
thereof, plus (ii) the Deferred Interest, if any, allocated thereto for each
Distribution Date prior to or coinciding with such date of determination in
accordance with Section 4.02(i), minus (iii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) (including such amounts paid pursuant to the Policy)
and applied to reduce the Certificate Principal Balance or amount thereof
pursuant to Section
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4.02(d) and (y) the aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate) pursuant to
Section 4.05 (other than any such amounts included in an Insured Amount and paid
pursuant to the Policy or any amounts that were paid to the Trustee pursuant to
the Limited Reimbursement Agreement). With respect to each Class SB-I
Certificate, on any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times an amount equal to (i) the excess,
if any, of (A) the then aggregate Stated Principal Balance of the Group I Loans
over (B) the then aggregate Certificate Principal Balance of the Class A-I
Certificates then outstanding, plus (ii) any Group I Diverted Excess Spread and
minus (iii) any Group II Diverted Excess Spread. With respect to each Class
SB-II Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate times an amount equal to (i)
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Group II Loans over (B) the then aggregate Certificate Principal Balance of the
Class A-II Certificates then outstanding, plus (ii) any Group II Diverted Excess
Spread and minus (iii) any Group I Diverted Excess Spread.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I or Class A-II Certificates.
Class A-I Certificate: Any one of the Class A-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC III
for purposes of the REMIC Provisions.
Class A-II Certificate: Any one of the Class A-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-II
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions.
Class A-II Margin: With respect to the Class A-II Certificates,
0.26%, or starting on the first Distribution Date following the first possible
Optional Termination Date and on any Distribution Date thereafter, 0.52% per
annum.
Class R Certificate: Any one of the Class R-I, Class R-II or Class R-III
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D
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and evidencing an interest designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC II for purposes of the REMIC
Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class SB Certificates: Any one of the Class SB-I and Class SB-II
Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A-I Certificates with respect to distributions and the allocation of Realized
Losses in respect of Loan Group I as set forth in Section 4.05, and evidencing
an interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A-II Certificates with respect to distributions and the allocation of Realized
Losses in respect of Loan Group II as set forth in Section 4.05, and evidencing
an interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Closing Date: March 28, 2000.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an
amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full or Curtailments during the related Prepayment Period, but
not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal
Balance of the Mortgage Loans immediately preceding such Distribution Date and
(b) the sum of the Servicing Fee, all income and gain on amounts held in the
Custodial Account and the Certificate Account and payable to the
Certificateholders with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi), in each case with respect to the related Loan Group;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of such Section.
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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 One Plaza, Suite IL1-0126, Chicago,
Illinois 60670-0126, Attention: RAMPI, Series 2000-RS1.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates and for the Insurer, for the
holders of certain other interests in mortgage loans serviced or sold by the
Master Servicer and for the Master Servicer, into which the amounts set forth in
Section 3.07 shall be deposited directly. Any such account or accounts shall be
an Eligible Account.
Custodial Agreement: An agreement that may be entered into among
the Depositor, the Master Servicer, the Trustee and a Custodian in substantially
the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement and
reasonably acceptable to the Insurer.
Cut-off Date: March 1, 2000.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
March 2000), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation or any reduction that results in a
permanent forgiveness of principal.
Deferred Interest: With respect to any Neg Am Loan, as of any Due
Date, the amount, if any, by which the Mortgage Loan Accrued Interest for such
Due Date exceeds the Monthly Payment for such Due Date and which amount,
pursuant to the terms of the Mortgage Note, is added to the principal balance of
the Mortgage Loan.
Deficiency Amount: With respect to the Class A Certificates as of
any Distribution Date, (i) any shortfall in amounts available in the Certificate
Account to pay Accrued Certificate Interest for the related Interest Accrual
Period on the Certificate Principal Balance of the Class A Certificates at the
then-applicable Pass-Through Rate, net of any interest shortfalls relating to
Deferred Interest, the Relief Act and any Prepayment Interest Shortfalls
allocated to the Class A Certificates, (ii) the principal portion of any
Realized Losses allocated to such Class A Certificates with respect to such
Distribution Date and (iii) the Certificate Principal Balance of the Class A
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Certificates to the extent unpaid on the earlier of the Distribution Date
occurring in March 2030 and the Final Distribution Date or earlier termination
of the Trust Fund pursuant to Section 9.01(a) hereof. The Deficiency Amount does
not include any Basis Risk Shortfalls. The Deficiency Amount for any date shall
be reduced by the amount of any payments made to the Trust Fund with respect to
that date from the Limited Reimbursement Agreement.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquency Ratio: With respect to the Mortgage Loans and any
Distribution Date, the percentage equivalent of a fraction (a) the numerator of
which equals the sum of (i) 100% of the aggregate Stated Principal Balance of
all Mortgage Loans that are 90 or more days Delinquent, 75% of the aggregate
Stated Principal Balance of all Mortgage Loans that are in foreclosure and (iii)
100% of the aggregate Stated Principal Balance of all Mortgage Loans that are
converted to REO Properties, in each case as of the last day of the related Due
Period and (b) the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of such Due Period.
Delinquent: As used herein, a Mortgage Loan is considered to be:
"30 to 59 days" or "30 or more days" delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the next
following monthly scheduled due date; "60 to 89 days" or "60 or more days"
delinquent when a payment due on any scheduled due date remains unpaid as of the
close of business on the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on September 1 that remained unpaid
as of the close of business on October 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(3) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
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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.
Designated Subservicer: Either HomeComings, Cenlar Federal
Savings Bank or GMAC Mortgage Corporation, in each case as Subservicer of
certain of the Mortgage Loans as of the Closing Date.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the
20th day (or if such 20th day is not a Business Day, the Business Day
immediately following such 20th day) of the month of the related Distribution
Date.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for the Freddie Mac, a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) and (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code. A Disqualified Organization also includes any "electing large
partnership," as defined in Section 775(a) of the Code and any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class R Certificate by such Person may cause the
REMIC 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 each Mortgage Loan, the date on which the monthly
payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
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Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust division of Bank
One, National Association, or (v) an account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in writing by each
Rating Agency that use of any such account as the Custodial Account or the
Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Amount
on such Distribution Date over (b) the Required Overcollateralization Amount.
Excess Realized Loss: Any Realized Loss on a Mortgage Loan, other
than a Group I or Group II Excess Fraud Loss, Group I or Group II Excess Special
Hazard Loss, Group I or Group II Excess Bankruptcy Loss or Group I or Group II
Extraordinary Loss, to the extent that the amount of such Realized Loss, plus
the aggregate amount of such Realized Losses on all of the Mortgage Loans since
the Cut-off Date, is in excess of 8.52% of the sum of the Group I Cut-off Date
Balance and the Group II Cut-off Date Balance.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or resulting in a loss
which causes the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
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(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combatting or defending against an actual,
impending or expected attack;
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces; or
4. any weapon of war employing atomic fission or radioactive
force
whether in time of peace or war; or
5. insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in
hindering,
combatting or defending against such an occurrence, seizure or
destruction under quarantine or customs regulations, confiscation
by order of any government or public authority; or risks of
contraband or illegal transportation or trade.
Fannie Mae: Fannie Mae, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: Fitch IBCA, Inc.
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Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Gross Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group I Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group I
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans that are Group I Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the Group
I Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a) in respect of the Group I Loans, (iv) any amount that the Master
Servicer is not permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in respect of the Group I Loans and (v) any amount deposited in
the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Group
I Loans, reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (v) the amount of the Limited Reimbursement
Agreement Premium with respect to the Group I Loans, (w) aggregate Foreclosure
Profits with respect to the Group I Loans, (x) the Amount Held for Future
Distribution with respect to the Group I Loans, (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Group I Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and
(z) the Certificate Insurer Premium payable with respect to the Class A-I
Certificates on such Distribution Date.
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Group II Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group II
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans that are Group II Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the Group
II Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a) in respect of the Group II Loans, (iv) any amount that the Master
Servicer is not permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in respect of the Group II Loans and (v) any amount deposited in
the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Group
II Loans, reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (v) the amount of the Limited Reimbursement
Agreement Premium with respect to the Group II Loans, (w) aggregate Foreclosure
Profits with respect to the Group II Loans, (x) the Amount Held for Future
Distribution with respect to the Group II Loans, (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Group II Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and
(z) the Certificate Insurer Premium payable with respect to the Class A-II
Certificates on such Distribution Date.
Group I Bankruptcy Amount: As of any date of determination, an
amount equal to $126,734.00, less the sum of any amounts allocated through
Section 4.05 for Bankruptcy Losses on the Group I Loans up to such date of
determination. The Group I Bankruptcy Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-I Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency without taking into account the Policy, and (ii) provide a
copy of such written confirmation to the Trustee and the Insurer.
Group II Bankruptcy Amount: As of any date of determination, an
amount equal to $100,000.00, less the sum of any amounts allocated through
Section 4.05 for Bankruptcy Losses on the Group II Loans up to such date of
determination. The Group II Bankruptcy Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-II Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency without taking into account the Policy, and
(ii) provide a copy of such written confirmation to the Trustee and the Insurer.
Group I Cumulative Insurance Payments: As of any time of
determination, the aggregate amount of all Insured Amounts previously paid by
the Insurer under the Policy in respect of the Class A-I Certificates (other
than those attributable to Group I Excess Losses) minus (a) the aggregate of all
payments previously made to the Insurer pursuant to Section 4.02(c)(v) or
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4.02(d)(vi) hereof as reimbursement for such Insured Amounts, plus (b) interest
thereon from the date such amounts became due until paid in full, at a rate of
interest equal to the Late Payment Rate. Group I Cumulative Insurance Payments
do not include any amounts that were paid to the Trust Fund in respect of
Realized Losses on the Group I Loans pursuant to the Limited Reimbursement
Agreement, or for which the Insurer is entitled to reimbursement under the
Limited Reimbursement Agreement.
Group II Cumulative Insurance Payments: As of any time of
determination, the aggregate amount of all Insured Amounts previously paid by
the Insurer under the Policy in respect of the Class A-II Certificates (other
than those attributable to Group II Excess Losses) minus (a) the aggregate of
all payments previously made to the Insurer pursuant to Section 4.02(d)(vi) or
4.02(c)(v) hereof as reimbursement for such Insured Amounts, plus (b) interest
thereon from the date such amounts became due until paid in full, at a rate of
interest equal to the Late Payment Rate. Group II Cumulative Insurance Payments
do not include any amounts that were paid to the Trust Fund in respect of
Realized Losses on the Group II Loans pursuant to the Limited Reimbursement
Agreement, or for which the Insurer is entitled to reimbursement under the
Limited Reimbursement Agreement.
Group I Cut-off Date Balance: $69,984,440.
Group II Cut-off Date Balance: $55,021,829.
Group I Diverted Excess Spread: Any amount otherwise payable as
Accrued Certificated Interest on the Class SB-I Certificate that, pursuant to
Section 4.02(c), is used to increase the Group II Overcollateralization Amount
or is used to offset Realized Losses on any Group II Loans. Any reduction in the
Group II Overcollateralization Amount shall first reduce the Group I Diverted
Excess Spread until it is reduced to zero, and in the event that such reduction
is due to an Overcollateralization Reduction Amount the amount of such reduction
shall be payable to the Class SB-I Certificates to the extent of the Group I
Diverted Excess Spread. No interest will accrue on the Group I Diverted Excess
Spread.
Group II Diverted Excess Spread: Any amount otherwise payable as
Accrued Certificated Interest on the Class SB-II Certificate that, pursuant to
Section 4.02(d), is used to increase the Group I Overcollateralization Amount or
is used to offset Realized Losses on any Group I Loans. Any reduction in the
Group I Overcollateralization Amount shall first reduce the Group II Diverted
Excess Spread until it is reduced to zero, and in the event that such reduction
is due to an Overcollateralization Reduction Amount the amount of such reduction
shall be payable to the Class SB-II Certificates to the extent of the Group I
Diverted Excess Spread. No interest will accrue on the Group II Diverted Excess
Spread.
Group I Excess Bankruptcy Loss: With respect to the Group I
Loans, any Bankruptcy Loss on the Group I Loans, or portion thereof, which
exceeds the then-applicable Group I Bankruptcy Amount.
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Group II Excess Bankruptcy Loss: With respect to the Group II
Loans, any Bankruptcy Loss on the Group II Loans, or portion thereof, which
exceeds the then-applicable Group II Bankruptcy Amount.
Group I Excess Cash Flow: As defined in Section 4.02(c)(iii).
Group II Excess Cash Flow: As defined in Section 4.02(d)(iii).
Group I Excess Fraud Loss: With respect to the Group I Loans, any
Fraud Loss on the Group I Loans, or portion thereof, which exceeds the
then-applicable Group I Fraud Loss Amount.
Group II Excess Fraud Loss: With respect to the Group II Loans,
any Fraud Loss on the Group II Loans, or portion thereof, which exceeds the
then-applicable Group II Fraud Loss Amount.
Group I Excess Loss: Any (i) Group I Excess Fraud Loss, Group I
Excess Special Hazard Loss, Group I Excess Bankruptcy Loss or Group I
Extraordinary Loss or (ii) any Excess Realized Loss on a Group I Loan.
Group II Excess Loss: Any (i) Group II Excess Fraud Loss, Group
II Excess Special Hazard Loss, Group II Excess Bankruptcy Loss or Group II
Extraordinary Loss or (ii) any Excess Realized Loss on a Group II Loan.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group I Excess Special Hazard Loss: With respect to the Group I
Loans, any Special Hazard Loss on the Group I Loans, or portion thereof, that
exceeds the then-applicable Group I Special Hazard Amount.
Group II Excess Special Hazard Loss: With respect to the Group II
Loans, any Special Hazard Loss on the Group II Loans, or portion thereof, that
exceeds the then-applicable Group II Special Hazard Amount.
Group I Extraordinary Losses: Any loss incurred on a Group I Loan caused by
or resulting from an Extraordinary Event.
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Group II Extraordinary Losses: Any loss incurred on a Group II Loan caused
by or resulting from an Extraordinary Event.
Group I Fraud Loss Amount: As of any date of determination after
the Cut-off Date, an amount equal to (X) prior to the first anniversary of the
Cut-off Date an amount equal to 2.00% of the aggregate outstanding principal
balance of all of the Group I Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group I Loans allocated through Subordination, in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Y) from the first to the third anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Group I Fraud Loss Amount as
of the most recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Group I Loans as of the
most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the
Group I Loans allocated through Subordination, in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the third anniversary of the Cut-off Date the Group
I Fraud Loss Amount shall be zero.
The Group I Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to the Class A-I Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency, without taking into account the Policy; and
(ii) provide a copy of such written confirmation to the Trustee and the Insurer.
Group II Fraud Loss Amount: As of any date of determination after
the Cut-off Date, an amount equal to (X) prior to the first anniversary of the
Cut-off Date an amount equal to 2.00% of the aggregate outstanding principal
balance of all of the Group II Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group II Loans allocated through Subordination, in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Y) from the first to the third anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Group II Fraud Loss Amount as
of the most recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Group II Loans as of the
most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the
Group II Loans allocated through Subordination, in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the third anniversary of the Cut-off Date the Group
II Fraud Loss Amount shall be zero.
The Group II Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to the Class A-II Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency,
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without taking into account the Policy; and (ii) provide a copy of such written
confirmation to the Trustee and the Insurer.
Group I Interest Distribution Amount: As defined in Section 4.02(c)(i).
Group II Interest Distribution Amount: As defined in Section 4.02(d)(i).
Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-1.
Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-2.
Group I Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the Group I Loans before giving effect to distributions of principal
to be made on such Distribution Date over (b) the aggregate Certificate
Principal Balance of the Class A-I Certificates immediately prior to such date.
Group II Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the Group II Loans before giving effect to distributions of
principal to be made on such Distribution Date over (b) the aggregate
Certificate Principal Balance of the Class A-II Certificates immediately prior
to such date.
Group I Overcollateralization Increase Amount: With respect to
any Distribution Date, the lesser of (a) the Group I Excess Cash Flow for such
Distribution Date available to make payments pursuant to Section 4.02(c)(v) plus
the Group II Excess Cash Flow for such Distribution Date available to make
payments pursuant to Section 4.02(d)(vi), and (b) the excess of (1) the Group I
Required Overcollateralization Amount for such Distribution Date over (2) the
Group I Overcollateralization Amount for such Distribution Date.
Group II Overcollateralization Increase Amount: With respect to
any Distribution Date, the lesser of (a) the Group II Excess Cash Flow for such
Distribution Date available to make payments pursuant to Section 4.02(d)(v) plus
the Group I Excess Cash Flow for such Distribution Date available to make
payments pursuant to Section 4.02(c)(vi), and (b) the excess of (1) the Group II
Required Overcollateralization Amount for such Distribution Date over (2) the
Group II Overcollateralization Amount for such Distribution Date.
Group I Overcollateralization Reduction Amount: With respect to
any Distribution Date, to the extent the Group I Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group I Overcollateralization
Reduction Amount shall be equal to any amounts relating to principal which would
otherwise be distributed to the holders of the Class A-I Certificates on such
Distribution Date.
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Group II Overcollateralization Reduction Amount: With respect to
any Distribution Date, to the extent the Group II Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group II Overcollateralization
Reduction Amount shall be equal to any amounts relating to principal which would
otherwise be distributed to the holders of the Class A-II Certificates on such
Distribution Date.
Group I Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group I
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group II Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group II
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group I Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the excess of (i) the Group I Available
Distribution Amount over (ii) the Group I Interest Distribution Amount and (b)
the sum of:
(i) the principal portion of each Monthly Payment received or
Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan that is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan
repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a
Deleted Mortgage Loan that is a Group I Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
on the Group I Loans (including, without limitation,
Principal Prepayments in Full, Curtailments, Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period (or deemed to have
been so received) to the extent applied by the Master
Servicer as recoveries of principal of the Group I Loans
pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses (other than
Group I Excess Losses or Group II Excess Losses) incurred
(or deemed to have been incurred) on any Group I Loans in
the calendar month preceding such Distribution Date to the
extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and
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(v) the amount of any Group I Overcollateralization Increase
Amount for such Distribution Date;
minus
(vi) the amount of any related Group I Overcollateralization
Reduction Amount for such Distribution Date.
Group II Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the excess of (i) the Group II Available
Distribution Amount over (ii) the Group II Interest Distribution Amount and (b)
the sum of:
(i) the principal portion of each Monthly Payment received or
Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan that is a Group II Loan;
(ii) the Stated Principal Balance of any Group II Loan
repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a
Deleted Mortgage Loan that is a Group II Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
on the Group II Loans (including, without limitation,
Principal Prepayments in Full, Curtailments, Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period (or deemed to have
been so received) to the extent applied by the Master
Servicer as recoveries of principal of the Group II Loans
pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses (other than
Group I Excess Losses or Group II Excess Losses) incurred
(or deemed to have been incurred) on any Group II Loans in
the calendar month preceding such Distribution Date to the
extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and
(v) the amount of any Group II Overcollateralization Increase
Amount for such Distribution Date;
minus
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(vi) the amount of any related Group II Overcollateralization
Reduction Amount for such Distribution Date; and
(vii) the amount of any Deferred Interest paid out of principal
collections on the Group II Loans as part of the Group II
Interest Distribution Amount for that distribution date.
Group I Required Overcollateralization Amount: As of any
Distribution Date, (a) if such Distribution Date is prior to the Group I
Stepdown Date, 1.00% of the Group I Cut-off Date Balance, or (b) if such
Distribution Date is on or after the Group I Stepdown Date, the greatest of (i)
2.00% of the then current aggregate Stated Principal Balances of the Group I
Loans as of the end of the related Due Period, (ii) the aggregate Stated
Principal Balance of the Group I Loans with the three largest Stated Principal
Balances in the Trust Fund as of such Distribution Date, (iii) 0.50% of the
Group I Cut-off Date Balance and (iv) an amount equal to (a) 2 (two) times (b)
the excess of (x) 50% of the aggregate Stated Principal Balance of the Group I
Loans which are 90 days or more Delinquent as of such Distribution Date over (y)
5 (five) times the Group I Excess Cash Flow for such Distribution Date. The
initial amount of overcollateralization with respect to the Group I Loans is
equal to 0.00%.
The Group I Required Overcollateralization Amount may be reduced with
the prior written consent of the Insurer and prior notification to the Rating
Agencies.
Group II Required Overcollateralization Amount: As of any
Distribution Date, (a) if such Distribution Date is prior to the Group II
Stepdown Date, 1.00% of the Group II Cut-off Date Balance, or (b) if such
Distribution Date is on or after the Group II Stepdown Date, the greatest of (i)
2.00% of the then current aggregate Stated Principal Balances of the Group II
Loans as of the end of the related Due Period, (ii) the aggregate Stated
Principal Balance of the Group II Loans with the three largest Stated Principal
Balances in the Trust Fund as of such Distribution Date, (iii) 0.50% of the
Group II Cut-off Date Balance and (iv) an amount equal to (a) 2 (two) times (b)
the excess of (x) 50% of the aggregate Stated Principal Balance of the Group II
Loans which are 90 days or more Delinquent as of such Distribution Date over (y)
5 (five) times the Group II Excess Cash Flow for such Distribution Date. The
initial amount of overcollateralization with respect to the Group II Loans is
equal to 0.00%.
The Group II Required Overcollateralization Amount may be reduced with
the prior written consent of the Insurer and prior notification to the Rating
Agencies.
Group I Special Hazard Amount: As of any Distribution Date, an
amount equal to $1,945,896 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated to the Group I Loans through Subordination in accordance
with Section 4.05 and (ii) the Group I Adjustment Amount (as defined below) as
most recently calculated. For each anniversary of the Cut- off Date, the "Group
I Adjustment Amount" shall be equal to the amount, if any, by which the amount
calculated in accordance with the preceding sentence (without giving effect to
the deduction of the Group I Adjustment Amount for such anniversary) exceeds the
greater of (A) the greatest of
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(i) twice the outstanding principal balance of the Group I Loan that has the
largest outstanding principal balance on the Distribution Date immediately
preceding such anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Group I Loans on the Distribution Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
Group I Loans in any single five-digit California zip code area with the largest
amount of Group I Loans by aggregate principal balance as of such anniversary
and (B) the greater of (i) the product of 0.50% multiplied by the outstanding
principal balance of all Group I Loans on the Distribution Date immediately
preceding such anniversary multiplied by a fraction, the numerator of which is
equal to the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of all of the Group I Loans secured by Mortgaged
Properties located in the State of California divided by the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Group I Loans, expressed as a percentage, and the
denominator of which is equal to 13.9% (which percentage is equal to the
percentage of Group I Loans initially secured by Mortgaged Properties located in
the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Group I Loan
secured by a Mortgaged Property located in the State of California.
The Group I Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain the
written approval of the Insurer and obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to the Class A-I
Certificates without regard to the Policy by such Rating Agency below the lower
of the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency.
Group II Special Hazard Amount: As of any Distribution Date, an
amount equal to $1,216,628 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated to the Group II Loans through Subordination in
accordance with Section 4.05 and (ii) the Group II Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut- off Date,
the "Group II Adjustment Amount" shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Group II Adjustment Amount for such anniversary)
exceeds the greater of (A) the greatest of (i) twice the outstanding principal
balance of the Group II Loan that has the largest outstanding principal balance
on the Distribution Date immediately preceding such anniversary, (ii) the
product of 1.00% multiplied by the outstanding principal balance of all Group II
Loans on the Distribution Date immediately preceding such anniversary and (iii)
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Group II Loans in any single five-digit California zip
code area with the largest amount of Group II Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Group II Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the Group
II Loans secured by Mortgaged Properties located in the State of California
divided by the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of all of the Group
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II Loans, expressed as a percentage, and the denominator of which is equal to
50.9% (which percentage is equal to the percentage of Group II Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Group II Loan secured by a Mortgaged Property
located in the State of California.
The Group II Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain the
written approval of the Insurer and obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to the Class
A-II Certificates without regard to the Policy by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency.
Group I Stepdown Date: The later to occur of (i) the Distribution
Date occurring in October 2002 and (ii) the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Loans is less than one-half of
the Group I Cut-off Date Balance.
Group II Stepdown Date: The later to occur of (i) the
Distribution Date occurring in October 2002 and (ii) the Distribution Date on
which the aggregate Stated Principal Balance of the Group II Loans is less than
one-half of the Group II Cut-off Date Balance.
Group I Weighted Average Net Mortgage Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates (or, if applicable, the Modified Adjusted Net
Mortgage Rates) on the Group I Loans, weighted on the basis of the respective
Stated Principal Balances thereof immediately preceding such Distribution Date.
Group II Weighted Average Net Mortgage Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates (or, if applicable, the Modified Adjusted Net
Mortgage Rates) on the Group II Loans, weighted on the basis of the respective
Stated Principal Balances thereof immediately preceding such Distribution Date.
Group II Weighted Average Actual/360 Net Mortgage Rate: With
respect to any Distribution Date, the product of (i) the Group II Weighted
Average Net Mortgage Rate and (ii) a fraction equal to 30 divided by the actual
number of days in the related Interest Accrual Period.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O
that are subject to special rules, disclosure requirements and other provisions
that were added to the Federal Truth in Lending Act by the Home Ownership and
Equity Protection Act of 1994.
HomeComings: HomeComings Financial Network, Inc., a wholly-owned subsidiary
of Residential Funding.
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Independent: When used with respect to any specified Person,
means such a Person who (i) is in fact independent of the Depositor, the Master
Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any
direct financial interest or any material indirect financial interest in the
Depositor, the Master Servicer or the Trustee or in an Affiliate thereof, and
(iii) is not connected with the Depositor, the Master Servicer or the Trustee as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
Index: With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class
of Certificates, the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Account: The account or accounts created and maintained
pursuant to Section 4.08, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2000-RS1," and which must be an Eligible Account.
Insurance Agreement: The Insurance and Indemnity Agreement, dated as of
March 28, 2000, among the Insurer, the Trustee, the Master Servicer and the
Depositor.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans pursuant to any Primary Insurance Policy or any other related insurance
policy covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insured Amount: With respect to the Class A Certificates, as of any
Distribution Date, the Deficiency Amount, if any, for such Distribution Date.
Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation or its successors in interest.
Insurer Account: An account of the Insurer maintained at Citibank, N.A.
(ABA No. 021-000089), Account No. 40609486, Attention: Pamela Dottin, or such
other account as may be designated by the Insurer to the Trustee in writing not
less than five Business Days prior to the related Distribution Date.
Insurer Default: The existence and continuance of any of the following: (a)
a failure by the Insurer to make a payment required under the Policy in
accordance with its terms; or (b)(i) the Insurer (A) files any petition or
commences any case or proceeding under any provision or
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chapter of the Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (B) makes a general assignment for the benefit of its creditors,
or (C) has an order for relief entered against it under the Bankruptcy Code or
any other similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization which is final and nonappealable;
or (ii) a court of competent jurisdiction, the Wisconsin insurance department or
other competent regulatory authority enters a final and nonappealable order,
judgment or decree (A) appointing a custodian, trustee, agent or receiver for
the Insurer or for all or any material portion of its property or (B)
authorizing the taking of possession by a custodian, trustee, agent or receiver
of the Insurer (or the taking of possession of all or any material portion of
the property of the Insurer).
Interest Accrual Period: With respect to the Class A-I
Certificates and the Class SB-I Certificates and any Distribution Date, the
prior calendar month. With respect to the Class A-II Certificates and the Class
SB-II Certificates, (i) with respect to the Distribution Date in April 2000, the
period commencing the Closing Date and ending on the day preceding the
Distribution Date in April 2000, and (ii) with respect to any Distribution Date
after the Distribution Date in April 2000, the period commencing on the
Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs and ending on the day preceding such Distribution Date.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Late Payment Rate: As defined in the Insurance Agreement.
LIBOR: With respect to any Distribution Date, the arithmetic mean
of the London interbank offered rate quotations for one-month U.S. Dollar
deposits, expressed on a per annum basis, determined in accordance with Section
1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday
or (ii) a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the second LIBOR Business Day immediately preceding the commencement of
the related Interest Accrual Period.
Limited Reimbursement Agreement: The Limited Reimbursement
Agreement dated March 1, 2000, between the Insurer and the Limited Reimbursement
Counterparty, a copy of which shall be provided to the Trustee by the Insurer on
the Closing Date.
Limited Reimbursement Counterparty: The counterparty named in the Limited
Reimbursement Agreement.
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Limited Reimbursement Premium: The premium payable under the
Limited Reimbursement Agreement on each Distribution Date in an amount equal to
one-twelfth of the product of the Limited Reimbursement Premium Rate and the
Certificate Principal Balance of the Class A Certificates immediately prior to
such Distribution Date.
Limited Reimbursement Premium Rate: With respect to the Mortgage
Loans and any date of determination, the per annum rate specified in the Limited
Reimbursement Agreement for the purpose of calculating the Limited Reimbursement
Premium.
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-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.
Maturity Date: With respect to each Class of Certificates of
regular interest issued by each of REMIC I, REMIC II and REMIC III, the latest
possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, by which the Certificate Principal Balance of each
such Class of Certificates representing a regular interest in the Trust Fund
would be reduced to zero, which is March 25, 2030, which is the 360th
Distribution Date..
Maximum Class A-II Rate: With respect to any Interest Accrual Period,
14.00% per annum.
Maximum Mortgage Rate: As to any adjustable rate Mortgage Loan,
the rate indicated in Exhibit F-2 hereto as the "NOTE CEILING," which rate is
the maximum interest rate that may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any Group II Loan and any date
of determination, the Maximum Mortgage Rate minus the sum of (i) the rate at
which the related Subservicing Fee accrues, (ii) the Servicing Fee Rate, and
(iii) the Certificate Insurer Premium Modified Rate as of such date.
Minimum Mortgage Rate: As to any adjustable rate Mortgage Loan,
the greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F-2
hereto as the "NOTE FLOOR", which rate may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such adjustable rate Mortgage Loan.
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Modified Adjusted Net Mortgage Rate: As to any Mortgage Loan that
is the subject of a Servicing Modification, the Adjusted Net Mortgage Rate minus
the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the
subject of a Servicing Modification, the Net Mortgage Rate minus the rate per
annum by which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any
REO Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan, the mortgage, deed of trust or other comparable instrument
creating a first or junior lien on an estate in fee simple or leasehold interest
in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Loan Accrued Interest: With respect to each Neg Am Loan
and each Due Date, the aggregate amount of interest accrued at the Mortgage Rate
in respect of such Mortgage Loan since the preceding Due Date (or in the case of
the initial Due Date, since the Cut-off Date) to but not including such Due Date
with respect to which the Mortgage Loan Accrued Interest is being calculated in
accordance with the terms of such Mortgage Loan, after giving effect to any
previous Principal Prepayments, Deficient Valuation or Debt Service Reduction in
respect of such Neg Am Loan.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached
hereto as Exhibit F-1 and Exhibit F-2 (as amended from time to time to reflect
the addition of Qualified Substitute Mortgage Loans), which lists shall set
forth at a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
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(ii) the street address of the Mortgaged Property including state
and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE", or
"MATURITY DT" for Mortgage Loans and if such Mortgage Loan
is a Balloon Loan, the amortization term thereof;
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE")
(v) the Mortgage Rate as of the Cut-off Date for an adjustable
rate Mortgage
Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and
interest as of the Cut- off Date ("ORIGINAL P & I" or
"CURRENT P & I" for the adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second
or vacation residence (the absence of any such code means
the Mortgage Loan is secured by a primary residence);
(xi) a code "N" under the column "OCCP CODE", indicating that
the Mortgage Loan is secured by a non-owner occupied
residence (the absence of any such code means the Mortgage
Loan is secured by an owner occupied residence);
(xii)the Maximum Mortgage Rate for the adjustable rate Mortgage
Loans ("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate
Mortgage Loans ("NET CEILING");
(xiv)the Note Margin for the adjustable rate Mortgage Loans
("NOTE MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the
adjustable rate Mortgage Loans ("NXT INT CHG DT");
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(xvi)the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC DECR" or "PERIODIC INCR");
(xvii) the rounding of the semi-annual or annual adjustment to
the Mortgage Rate with respect to the adjustable rate
Mortgage Loans ("NOTE METHOD"); and
(xviii)whether such Mortgage Loan is a Neg Am Loan ("MAX NEG AM"
greater than 100).
Such schedules may consist of multiple reports that collectively
set forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to time are held
or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally
so held being identified in the initial Mortgage Loan Schedule, and Qualified
Substitute Mortgage Loans held or deemed held as part of the Trust Fund
including, without limitation, each related Mortgage Note, Mortgage and Mortgage
File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne
by the related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one- eighth of one
percent, which are indicated by a "U" on Exhibit F-1 or Exhibit F-2 hereto, as
applicable, except in the case of the adjustable rate Mortgage Loans indicated
by an "X" on Exhibit F-1 or Exhibit F-2 hereto under the heading "NOTE METHOD"),
of the related Index plus the Note Margin, in each case subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Neg Am Loan: Any Mortgage Loan providing for negative amortization, as
indicated in the Mortgage Loan Schedule.
Net Mortgage Rate: With respect to any Mortgage Loan as of any
date of determination, a per annum rate equal to the Adjusted Mortgage Rate for
such Mortgage Loan as of such date minus the sum of (i) the Servicing Fee Rate
and (ii) the Certificate Insurer Premium
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Modified Rate; provided that, with respect to any Group II Loans, (i) the Net
Mortgage Rate becoming effective on any Adjustment Date shall not be greater or
less than the Net Mortgage Rate immediately prior to such Adjustment Date plus
or minus the Periodic Cap applicable to such Group II Loan and (ii) the Net
Mortgage Rate for any Group II Loan shall not exceed a rate equal to the Maximum
Net Mortgage Rate for such Group II Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by second or vacation residences, or by non-owner occupied residences,
on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed
to be made by the Master Servicer in respect of a Mortgage Loan (other than a
Deleted Mortgage Loan) which, in the good faith judgment of the Master Servicer,
will not, or, in the case of a proposed Advance, would not, be ultimately
recoverable by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds or REO Proceeds.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such adjustable rate Mortgage
Loan until the next Adjustment Date.
Notice: As defined in Section 4.04.
Officers' Certificate: A certificate signed by the Chairman of
the Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee and the Insurer, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to
the Trustee, the Insurer and the Master Servicer, who may be counsel for the
Depositor or the Master Servicer, provided that any opinion of counsel (i)
referred to in the definition of "Disqualified Organization" or (ii) relating to
the qualification of REMIC I, REMIC II or REMIC III as REMICs or compliance with
the REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Optional Termination Date: Any Distribution Date on or after which the
Stated Principal Balance (before giving effect to distributions to be made on
such Distribution Date) of the
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Mortgage Loans is less than 10.00% of the sum of the Group I Cut-off Date
Balance and the Group II Cut-off Date Balance.
Outstanding Mortgage Loan: As to the Due Date in any Due Period,
a Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I Certificates and
the Distribution Date in April 2000, 8.00% per annum. With respect to the Class
A-I Certificates and each Distribution Date after the Distribution Date in April
2000 (i) on or prior to the first possible Optional Termination Date, the lesser
of (a) 8.00% per annum and (b) the Group I Weighted Average Net Mortgage Rate
and (ii) after the first possible Optional Termination Date, the lesser of (a)
8.50% per annum and (b) the Group I Weighted Average Net Mortgage Rate. With
respect to the Class A-II Certificates and each Interest Accrual Period, a per
annum rate equal to the least of (i) LIBOR plus the related Class A-II Margin,
(ii) the Maximum Class A-II Rate and (iii) the Group II Weighted Average
Actual/360 Net Mortgage Rate.
With respect to the Class SB-I Certificates and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (i)
through (iv) below, and the denominator of which is the aggregate principal
balance of the REMIC II Regular Interests relating to the Group I Loans. For
purposes of calculating the Pass-Through Rate for the Class SB-I Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest MT1-I minus two (2) times the weighted
average of the Uncertificated Pass- Through Rates for
REMIC II Regular Interests MT2-I and MT3-I, with the rate
on REMIC II Regular Interest MT3-I subject to a cap equal
to zero for the purpose of this calculation applied to a
notional amount equal to the Uncertificated Balance of
MT1-I;
(ii) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest MT2-I minus two (2) times the weighted
average of the Uncertificated Pass- Through Rates for
REMIC II Regular Interests MT2-I and MT3-I, with the rate
on REMIC II Regular Interest MT3-I subject to a cap equal
to zero for the purpose of this calculation applied to a
notional amount equal to the Uncertificated Balance of
MT2-I;
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(iii) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest MT3-I minus two (2) times the weighted
average of the Uncertificated Pass- Through Rates for
REMIC II Regular Interests MT2-I and MT3-I, with the rate
on REMIC II Regular Interest MT3-I subject to a cap equal
to zero for the purpose of this calculation applied to a
notional amount equal to the Uncertificated Balance of
MT3-I; and
(iv) 100% of the Uncertificated Pass-Through Rate for
REMIC II Regular Interest MT4-I.
With respect to the Class SB-II Certificates and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (i)
through (iv) below, and the denominator of which is the aggregate principal
balance of the REMIC II Regular Interests relating to the Group II Loans. For
purposes of calculating the Pass-Through Rate for the Class SB-II Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest MT1-II minus two (2) times the weighted
average of the Uncertificated Pass- Through Rates for
REMIC II Regular Interests MT2-II and MT3-II, with the
rate on REMIC II Regular Interest MT3-II subject to a cap
equal to zero for the purpose of this calculation applied
to a notional amount equal to the Uncertificated Balance
of MT1-II;
(ii) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest MT2-II minus two (2) times the weighted
average of the Uncertificated Pass- Through Rates for
REMIC II Regular Interests MT2-II and MT3-II, with the
rate on REMIC II Regular Interest MT3-II subject to a cap
equal to zero for the purpose of this calculation applied
to a notional amount equal to the Uncertificated Balance
of MT2-II;
(iii) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest MT3-II minus two (2) times the weighted
average of the Uncertificated Pass- Through Rates for
REMIC II Regular Interests MT2-II and MT3-II, with the
rate on REMIC II Regular Interest MT3-II subject to a cap
equal to zero for the purpose of this calculation applied
to a notional amount equal to the Uncertificated Balance
of MT3-II; and
(iv) 100% of the Uncertificated Pass-Through Rate for
REMIC II Regular Interest MT4-II.
Paying Agent: Bank One, National Association or any successor Paying Agent
appointed by the Trustee.
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Percentage Interest: With respect to any Class A Certificate, the
undivided percentage ownership interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the same Class. The
Percentage Interest with respect to a Class SB or Class R Certificate shall be
stated on the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan,
the periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper (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
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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 the
Insurer and each Rating Agency as a Permitted Investment hereunder and
will not reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of
Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Policy: The Certificate Guaranty Insurance Policy No. AB0349BE issued by
the Insurer in respect of the Class A Certificates, a copy of which is attached
hereto as Exhibit Q.
Prepayment Assumption: With respect to the Class A Certificates,
the prepayment assumption to be used for determining the accrual of original
issue discount and premium and market discount on such Certificates for federal
income tax purposes, which assumes a constant prepayment rate of 18% per annum
with respect to the fixed rate Mortgage Loans, and 26% per annum with respect to
the adjustable rate Mortgage Loans.
Prepayment Interest Shortfall: As to any Distribution Date and
any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the excess of one month's interest at the
related Adjusted Net Mortgage Rate (or Modified Adjusted Net Mortgage Rate in
the case of a Modified Mortgage Loan) on the Stated Principal Balance of such
Mortgage
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Loan over the amount of interest (adjusted to the related Adjusted Net Mortgage
Rate (or Modified Adjusted Net Mortgage Rate in the case of a Modified Mortgage
Loan)) paid by the Mortgagor for such Prepayment Period to the date of such
Principal Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the related Adjusted Net
Mortgage Rate (or Modified Adjusted Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance as indicated on Exhibit F-1 and Exhibit F-2 with the
exception of either code "23" or "96" under the column "MI CO CODE."
Principal Prepayment: Any payment of principal or other recovery
on a Mortgage Loan, including a recovery that takes the form of Liquidation
Proceeds or Insurance Proceeds, which is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be or otherwise purchased on any date pursuant to Section
2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee
and the Certificate Insurer Premium Modified Rate, if any, is calculated in the
case of a Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) plus the Certificate
Insurer Premium Modified Rate, if any, in the case of a purchase made by the
Master Servicer) on the Stated Principal Balance thereof to the first day of the
month following the month of purchase from the Due Date to which interest was
last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted
by Residential Funding or the Depositor for a Deleted Mortgage Loan which must,
on the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage
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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 (vi) in the case of the
adjustable rate Mortgage Loans, (w) have a Mortgage Rate that adjusts with the
same frequency and based upon the same Index as that of the Deleted Mortgage
Loan, (x) have a Note Margin not less than that of the Deleted Mortgage Loan;
(y) have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan;
and (z) have a next Adjustment Date no later than that of the Deleted Mortgage
Loan.
Rating Agency: Standard & Poor's and Fitch. If either agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor
and with respect to the Class A Certificates, the Insurer, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net
Mortgage Rate and the Certificate Insurer Premium Modified Rate from the Due
Date as to which interest was last paid or advanced to Certificateholders up to
the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced
to the extent such interest does not constitute Deferred Interest that has been
added to the principal balance of such Mortgage Loan, minus (iii) the proceeds,
if any, received during the month in which such Cash Liquidation (or REO
Disposition) occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and the Certificate Insurer Premium Modified Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances or expenses
as to which the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With respect to each
Mortgage Loan which is the subject of a Servicing Modification, (a) the amount
by which the interest portion of a Monthly Payment or the principal balance of
such Mortgage Loan was reduced, and (b) any such amount with respect to a
Monthly Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction. Notwithstanding the above, neither a
Deficient Valuation nor a Debt
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Service Reduction shall be deemed a Realized Loss hereunder so long as the
Master Servicer has notified the Trustee and the Insurer in writing that the
Master Servicer is diligently pursuing any remedies that may exist in connection
with the representations and warranties made regarding the related Mortgage Loan
and either (A) the related Mortgage Loan is not in default with regard to
payments due thereunder or (B) delinquent payments of principal and interest
under the related Mortgage Loan and any premiums on any applicable primary
hazard insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code. As used herein, the term "the REMIC" shall
mean the Trust Fund created under this Agreement.
REMIC Administrator: Residential Funding Corporation. If
Residential Funding Corporation is found by a court of competent jurisdiction to
no longer be able to fulfill its obligations as REMIC Administrator under this
Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint
a successor REMIC Administrator, acceptable to the Insurer, subject to
assumption of the REMIC Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive
of the Reserve Fund, which is not an asset of any REMIC), constituting a portion
of the primary trust created hereby and to be administered hereunder, with
respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(i) the Mortgage Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in March 2000) as shall be on deposit in the Custodial Account or in
the Certificate Account and identified as belonging to the Trust Fund;
(iii) property which secured a Mortgage Loan and which has
been acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy
pertaining to the Mortgage Loans, if any;
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(v) the Policy; and
(vi) all proceeds of clauses (i) through (v) above.
REMIC I Group I Interest Loss Allocation Amount: With respect to
any Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group I Loans then outstanding and (ii) the
Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1-I minus two
(2) times the weighted average of the Uncertificated Pass-Through Rates for
REMIC I Regular Interests LT2-I and LT3-I, with the Uncertificated Pass-Through
Rate on REMIC I Regular Interest LT2-1 subject to a cap equal to the
Pass-Through Rate for the Class A-I Certificates and the Uncertificated
Pass-Through Rate on REMIC I Regular Interest LT3-I subject to a cap equal to
zero for purposes of this calculation, divided by (b) 12.
REMIC I Group II Interest Loss Allocation Amount: With respect to
any Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group II Loans then outstanding and (ii) the
Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1-II minus two
(2) times the weighted average of the Uncertificated Pass-Through Rates for
REMIC I Regular Interests LT2-II and LT3-II, with the Uncertificated
Pass-Through Rate on REMIC I Regular Interest LT2-II subject to a cap equal to
the Pass-Through Rate for the Class A-II Certificates and the Uncertificated
Pass-Through Rate on REMIC I Regular Interest LT3-II subject to a cap equal to
zero for purposes of this calculation, divided by (b) 12.
REMIC I Group I Overcollateralized Amount: With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC I Regular Interests relating to Group I minus (ii) the
Uncertificated Principal Balance of REMIC I Regular Interest LT2-I as of such
date of determination.
REMIC I Group II Overcollateralized Amount: With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC I Regular Interests relating to Group II minus (ii) the
Uncertificated Principal Balance of REMIC I Regular Interest LT2-II as of such
date of determination.
REMIC I Group I Principal Loss Allocation Amount: With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group I Loans then outstanding and (ii) 1 minus
a fraction, the numerator of which is two times the Uncertificated Principal
Balance of REMIC I Regular Interest LT2-I and the denominator of which is the
sum of the Uncertificated Principal Balances of REMIC I Regular Interests LT2-I
and LT3-I.
REMIC I Group II Principal Loss Allocation Amount: With respect
to any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group II Loans then outstanding and (ii) 1 minus
a fraction, the numerator of which is two times the Uncertificated Principal
Balance of REMIC I Regular Interest LT2-II and the denominator of
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which is the sum of the Uncertificated Principal Balances of REMIC I Regular
Interests LT2-II and T3-II.
REMIC I Regular Interest LT1-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT2-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal the related Uncertificated Principal Balance, that bears interest at the
related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT3-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT3-I Maximum Interest Deferral Amount:
With respect to any Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the REMIC I Regular Interest LT3-I Uncertificated
Pass-Through Rate and an Uncertificated Principal Balance equal to the
Uncertificated Principal Balance of REMIC I Regular Interest LT3-I minus the
REMIC I Group I Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC I Regular Interest
LT2-I for such Distribution Date.
REMIC I Required Group I Overcollateralized Amount: 1% of the Group I
Required Overcollateralization Amount.
REMIC I Regular Interest LT1-II: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT2-II: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal the related Uncertificated Principal Balance, that bears interest at the
related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT3-II: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
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REMIC I Regular Interest LT3-II Maximum Interest Deferral Amount:
With respect to any Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the REMIC I Regular Interest LT3-II Uncertificated
Pass-Through Rate and an Uncertificated Principal Balance equal to the
Uncertificated Principal Balance of REMIC I Regular Interest LT3-II minus the
REMIC I Group II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC I Regular Interest
LT2-II for such Distribution Date.
REMIC I Required Group II Overcollateralized Amount: 1% of the Group II
Required Overcollateralization Amount.
REMIC II Regular Interest MT1-I: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC II Regular Interest MT2-I: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC II Regular Interest MT3-I: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC II Regular Interest MT4-I: A regular interest in REMIC II
that is held as an asset of REMIC III, that has a notional balance equal to the
related Uncertificated Notional Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest MT1-II: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC II Regular Interest MT2-II: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC II Regular Interest MT3-II: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal
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Balance, that bears interest at the related Uncertificated Pass-Through Rate,
and that has such other terms as are described herein.
REMIC II Regular Interest MT4-II: A regular interest in REMIC II
that is held as an asset of REMIC III, that has a notional balance equal to the
related Uncertificated Notional Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
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.
REO Disposition: As to any REO Property, a determination by the
Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at a rate equal to the sum of the Net Mortgage
Rate and the Certificate Insurer Premium Modified Rate that would have been
applicable to the related Mortgage Loan had it been outstanding net of amounts
that would have been Deferred Interest, if any) on the unpaid principal balance
of the Mortgage Loan as of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of
any REO Property (including, without limitation, proceeds from the rental of the
related Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Repurchase Event: As defined in the Assignment Agreement.
----------------
Request for Release: A request for release, the forms of which
are attached as Exhibit G hereto, or an electronic request in a form acceptable
to the Custodian.
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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 or the related Subservicing Agreement in respect of such Mortgage
Loan.
Reserve Fund: An "outside reserve fund" within the meaning of
Treasury regulation Section 1.860G-2(h), which is not an asset of any REMIC, and
ownership of which is evidenced by the Class SB-I and Class SB-II Certificates.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Rolling Six-Month Delinquency Ratio: As of any Distribution Date,
the fraction, expressed as a percentage, equal to the average of the Delinquency
Ratio for each of the six (or one, two, three, four and five in the case of the
first, second, third, fourth and fifth Distribution Dates) immediately preceding
Due Periods.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses incurred in connection with a default, delinquency
or other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution
Date, the fee payable monthly to the Master Servicer in respect of master
servicing compensation that accrues at an annual rate equal to the Servicing Fee
Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
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Servicing Fee Rate: The per annum rate designated on the Mortgage
Loan Schedule as the "MSTR SERV FEE," as may be adjusted with respect to
successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or
the outstanding principal balance of a Mortgage Loan that is in default or, in
the judgment of the Master Servicer, default is reasonably foreseeable pursuant
to a modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee and the Insurer by the Master Servicer, as such list
may from time to time be amended.
Servicing Trigger: As of any Distribution Date, for purposes of Section
7.05, "Servicing Trigger; Removal of Master Servicer," the occurrence of any of
the following scenarios:
(i) The aggregate Rolling Six-Month Delinquency Ratio is greater
than 12% for the then-current Distribution Date;
(ii) the aggregate Rolling Six-Month Delinquency Ratio is greater
than 10% for the then-current and two preceding Distribution Dates;
(iii) the aggregate Twelve-Month Loss Amount is greater than or
equal to 2.75% of the aggregate Stated Principal Balance of the Mortgage
Loans; or
(iv) the aggregate Realized Losses on the Mortgage Loans exceed
(a) with respect to the first 12 Distribution Dates, 2.25% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans, (b) with
respect to the next 12 Distribution Dates, 3.75% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans, (c) with respect
to the next 12 Distribution Dates, 5.25% of the aggregate Cut-off Date
Principal Balance of the Mortgage Loans, (d) with respect to the next 12
Distribution Dates, 6.75% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans, and (e) with respect to all Distribution
Dates thereafter, 8.00% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans.
Special Hazard Loss: Any Realized Loss not in excess of the
lesser of the cost of repair or the cost of replacement of a Mortgaged Property
suffered by such Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
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Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property, at any given time, (i) the Cut-off Date Principal Balance
of the Mortgage Loan, plus (ii) any Deferred Interest added to the principal
balance of the Mortgage Loan pursuant to the terms of the Mortgage Note, minus
(iii) the sum of (a) the principal portion of the Monthly Payments due with
respect to such Mortgage Loan or REO Property during each Due Period ending
prior to the most recent Distribution Date which were received or with respect
to which an Advance was made, and (b) all Principal Prepayments with respect to
such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds, to the extent applied by the Master Servicer as
recoveries of principal in accordance with Section 3.14 with respect to such
Mortgage Loan or REO Property, in each case which were distributed pursuant to
Section 4.02 or 4.03 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses (other than any Realized Losses covered by the
Policy).
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered
into a Subservicing Agreement and who generally satisfied the requirements set
forth in the Program Guide in respect of the qualification of a Subservicer as
of the date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other
form as has been approved by the Master Servicer and the Depositor.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect
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of subservicing and other compensation that accrues with respect to each
Distribution Date at an annual rate designated as "SUBSERV FEE" in Exhibit F-1
and Exhibit F-2.
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 REMIC I, REMIC II and REMIC III due to their
classification as REMICs under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I, REMIC II and REMIC III.
Twelve-Month Loss Amount: With respect to any Distribution Date,
an amount equal to the aggregate of all Realized Losses on the Mortgage Loans
during the 12 preceding Due Periods.
Uniform Single Attestation Program for Mortgage Bankers: The
Uniform Single Attestation Program for Mortgage Bankers, as published by the
Mortgage Bankers Association of America and effective with respect to fiscal
periods ending on or after December 15, 1995.
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.
Uncertificated Accrued Interest: With respect to any
Uncertificated Regular Interest for any Distribution Date, one month's interest
at the related Uncertificated Pass-Through Rate for such Distribution Date,
accrued on the Uncertificated Principal Balance or Uncertificated Notional
Balance, as applicable, immediately prior to such Distribution Date.
Uncertificated Accrued Interest for the Uncertificated Regular Interests
relating to Group I shall accrue on the basis of a 360-day year consisting of
twelve 30-day months, and Uncertificated Accrued Interest for the Uncertificated
Regular Interests relating to Group II shall accrue on the basis of a 360-day
year and the actual number of days in the related Interest Accrual Period. For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Regular Interests for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
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Group I Loans for any Distribution Date and Realized Losses on the Group I Loans
to the extent allocated to Uncertificated Accrued Interest pursuant to Section
4.05(c)(i) shall be allocated first, to Uncertificated Accrued Interest payable
to REMIC I Regular Interest LT1-I and REMIC I Regular Interest LT3-I up to an
aggregate amount equal to the REMIC I Group I Interest Loss Allocation Amount,
98% and 2%, respectively, and thereafter any remaining Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Group I Loans for any Distribution Date shall be allocated among REMIC I Regular
Interests LT1-I, LT2-I and LT3-I pro rata based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this
sentence. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group II Loans for any Distribution Date and Realized
Losses on the Group II Loans to the extent allocated to Uncertificated Accrued
Interest pursuant to Section 4.05(c)(ii) shall be allocated first, to
Uncertificated Accrued Interest payable to REMIC I Regular Interest LT1-II and
REMIC I Regular Interest LT3-II up to an aggregate amount equal to the REMIC I
Group II Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter any remaining Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group II Loans for any
Distribution Date shall be allocated among REMIC I Regular Interests LT1-II,
LT2-II and LT3-II pro rata based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. All
Interest Shortfalls on the REMIC I Regular Interests shall be allocated by the
Trustee on each Distribution Date among the REMIC II Regular Interests in the
proportion that such Interest Shortfalls are allocated to the related
Uncertificated Corresponding Component.
Uncertificated Corresponding Component: With respect to: REMIC II
Regular Interest MT1-I, REMIC I Regular Interest LT1-I; REMIC II Regular
Interest MT2-I and REMIC II Regular Interest MT4-I, REMIC I Regular Interest
LT2-I; REMIC II Regular Interest MT3-I, REMIC I Regular Interest LT3-I. With
respect to: REMIC II Regular Interest MT1-II, REMIC I Regular Interest LT1-II;
REMIC II Regular Interest MT2-II and REMIC II Regular Interest MT4-II, REMIC I
Regular Interest LT2-II; REMIC II Regular Interest MT3-II, REMIC I Regular
Interest LT3-II.
Uncertificated Notional Balance: For REMIC II Regular Interest
MT4-I, an amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest MT2-I. For REMIC II Regular Interest MT4-II, an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest MT2-II.
Uncertificated Pass-Through Rate: With respect to each of REMIC I
Regular Interest LT1-I, LT2-I and LT3-I and REMIC II Regular Interests MT1-I and
MT3-I, the Group I Weighted Average Net Mortgage Rate. With respect to each of
REMIC I Regular Interest LT1-II, LT2-II and LT3-II and REMIC II Regular
Interests MT1-II and MT3-II, the Group II Weighted Average Actual/360 Net
Mortgage Rate. With respect to REMIC II Regular Interest MT2-I, the Pass-Through
Rate for the Class A-I Certificates. With respect to REMIC II Regular Interest
MT2-II, the Pass- Through Rate for the Class A-II Certificates. With respect to
REMIC II Regular Interest MT4-I, the excess of the Uncertificated Pass-Through
Rate for REMIC I Regular Interest LT2-I over the Uncertificated Pass-Through
Rate for REMIC II Regular Interest MT2-I. With respect to REMIC
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II Regular Interest MT4-II, the excess of the Uncertificated Pass-Through Rate
for REMIC I Regular Interest LT2-II over the Uncertificated Pass-Through Rate
for REMIC II Regular Interest MT2-II.
Uncertificated Principal Balance: The amount of any
Uncertificated Regular Interest outstanding as of any date of determination. As
of the Closing Date, the Uncertificated Principal Balance of each Uncertificated
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial principal balance. In the case of REMIC I Regular Interest
LT1-I and REMIC II Regular Interest MT1-I, the initial Uncertificated Principal
Balance is equal to 98% of the Stated Principal Balance of the Group I Loans as
of the Cut-off Date. In the case of the REMIC I Regular Interest LT2-I and the
REMIC II Regular Interest MT2-I, the initial Uncertificated Principal Balance is
equal to 1% of the Stated Principal Balance of the Group I Loans as of the
Cut-off Date less 1% of the Group I Overcollateralization Amount as of the
Closing Date. In the case of the REMIC I Regular Interest LT3-I and the REMIC II
Regular Interest MT3-I, the initial Uncertificated Principal Balance is equal to
1% of the Stated Principal Balance of the Group I Loans as of the Cut- off Date
plus 1% of the Group I Overcollateralization Amount as of the Closing Date. In
the case of REMIC I Regular Interest LT1-II and REMIC II Regular Interest
MT1-II, the initial Uncertificated Principal Balance is equal to 98% of the
Stated Principal Balance of the Group II Loans as of the Cut-off Date. In the
case of the REMIC I Regular Interest LT2-II and the REMIC II Regular Interest
MT2-II, the initial Uncertificated Principal Balance is equal to 1% of the
Stated Principal Balance of the Group II Loans as of the Cut-off Date less 1% of
the Group II Overcollateralization Amount as of the Closing Date. In the case of
the REMIC I Regular Interest LT3-II and the REMIC II Regular Interest MT3-II,
the initial Uncertificated Principal Balance is equal to 1% of the Stated
Principal Balance of the Group II Loans as of the Cut-off Date plus 1% of the
Group II Overcollateralization Amount as of the Closing Date. On each
Distribution Date, the Uncertificated Principal Balance of each Uncertificated
Regular Interest shall be reduced by all distributions of principal made on such
Uncertificated Regular Interest, as applicable, on such Distribution Date and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses. The Uncertificated Balance of each
Uncertificated Regular Interest shall never be less than zero.
Uncertificated Regular Interests: Collectively, the REMIC I and REMIC II
Regular Interests.
United States Person: A citizen or resident of the United States,
a corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) or an estate that is described in Section 7701(a)(30)(D)
of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 97.25% of all of the Voting Rights shall
be allocated among Holders
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of the Class A Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; 1% and 1% of all of the
Voting Rights shall be allocated among the Holders of the Class SB-I and Class
SB-II Certificates, respectively; 0.25%, 0.25% and 0.25% of all of the Voting
Rights shall be allocated among the Holders of the Class R-I, Class R-II and
Class R-III Certificates, respectively; in each case to be allocated among the
Certificates of such Class in accordance with their respective Percentage
Interest.
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on
the Class A Certificates for any Interest Accrual Period will be determined on
each LIBOR Rate Adjustment Date.
On each LIBOR Rate Adjustment Date, LIBOR shall be established by
the Trustee and, as to any Interest Accrual Period, will equal the rate for one
month United States dollar deposits that appears on the Telerate Screen Page
3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date.
"Telerate Screen Page 3750" means the display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, LIBOR shall be so
established by use of such other service for displaying LIBOR or comparable
rates as may be selected by the Trustee after consultation with the Master
Servicer and the Insurer), the rate will be the Reference Bank Rate. The
"Reference Bank Rate" will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the reference banks (which shall be any
three major banks that are engaged in transactions in the London interbank
market, selected by the Trustee after consultation with the Master Servicer and
the Insurer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment Date to
prime banks in the London interbank market for a period of one month in amounts
approximately equal to the Certificate Principal Balance of the Class A
Certificates then outstanding. The Trustee will request the principal London
office of each of the reference banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate will be the arithmetic mean of
the quotations rounded up to the next multiple of 1/16%. If on such date fewer
than two quotations are provided as requested, the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York City, selected
by the Trustee after consultation with the Master Servicer and the Insurer, as
of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts approximately equal
to the aggregate Certificate Principal Balance of the Class A Certificates then
outstanding. If no such quotations can be obtained, the rate will be LIBOR for
the prior Distribution Date; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the
Trustee, after consultation with the Insurer, shall select an alternative
comparable index (over which the Trustee has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
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The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the Trustee's subsequent calculation of the Pass-Through
Rate applicable to the Class A Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee
shall supply the Master Servicer with the results of its determination of LIBOR
on such date. Furthermore, the Trustee will supply to any Certificateholder so
requesting by telephone the Pass-Through Rate on the Class A Certificates for
the current and the immediately preceding Interest Accrual Period.
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ARTICLE I
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
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(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee without recourse all the right, title
and interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of March 2000); and (ii) all proceeds of the
foregoing.
(b) In connection with such assignment, and contemporaneously
with the delivery of this Agreement, the Depositor delivered or caused to be
delivered hereunder to the Trustee the Policy, and except as set forth in
Section 2.01(c) below, the Depositor does hereby deliver to, and deposit with,
the Trustee, or to and with one or more Custodians, as the duly appointed agent
or agents of the Trustee for such purpose, the following documents or
instruments (or copies thereof as permitted by this Section) with respect to
each Mortgage 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 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 with evidence of recording
thereon, or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage certified by
the public recording office in which such original Mortgage has been
recorded;
(iii) assignments (which may be included in one or more
blanket assignments if permitted by applicable law) of the Mortgage in
recordable form to "Bank One, National Association as trustee" c/o
Residential Funding at an address specified by the Residential Funding;
(iv) originals of any intervening assignments of the
Mortgage, with evidence of recording thereon, or, if the original of any
such intervening assignment has not yet been returned from the public
recording office, a copy of such original intervening assignment
certified by the public recording office in which such original
intervening assignment has been recorded; and
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(v) a true and correct copy of each assumption,
modification, consolidation or substitution agreement, if any, relating
to the Mortgage Loan.
(c) The Depositor may, in lieu of delivering the documents set
forth in Section 2.01(b)(iv) and (v) 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 ten 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)(iv) and (v) (or copies thereof as permitted by such Section) for any
Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by
the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it
has in its possession an original or copy of each of the documents referred to
in Section 2.01(b)(iv) and (v) which has been delivered to it by the Depositor.
(d) In connection with any Mortgage Loan, if the Depositor 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 Depositor 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 Depositor shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment referred to
in clause (iii) of Section 2.01(b), except in states where, in the opinion of
counsel acceptable to the Trustee, the Insurer and the Master Servicer, such
recording is not required to protect the Trustee's interests in the Mortgage
Loan against the claim of any subsequent transferee or any successor to or
creditor of the Depositor or the originator of such Mortgage Loan.
(e) It is intended that the conveyances by the Depositor to the
Trustee of the Mortgage Loans as provided for in this Section 2.01 be construed
as a sale by the Depositor to the Trustee of the Mortgage Loans for the benefit
of the Certificateholders. Further, it is not intended that any such conveyance
be deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, in the event
that the Mortgage Loans are held to be property of the Depositor or of
Residential Funding, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans, then it is intended that (a)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform
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Commercial Code of any other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or
a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential
Funding and the Trustee shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to be
a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officer's Certificate of the Depositor, with a
copy delivered to the Insurer, including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by (1) any change
of name of Residential Funding, the Depositor or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Depositor or (3) any
transfer of any interest of Residential Funding or the Depositor in any Mortgage
Loan.
Section 2.02. Acceptance by Trustee.
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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, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Depositor or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, 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 Depositor;
provided, that if the Mortgage Loan related to such Mortgage File is listed on
Schedule A of the Assignment Agreement, no notification shall be necessary.
Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Depositor and the Trustee of any such omission or
defect found by it in respect of any Mortgage File held by it. If such omission
or defect materially and adversely affects the interests in the related Mortgage
Loan of the Certificateholders or the Insurer, the Master Servicer shall
promptly notify the related Subservicer of such omission or defect and request
that such Subservicer correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such omission or defect and,
if such Subservicer does not correct or cure such omission or defect within such
period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, in either case within 90 days from the date the Master
Servicer was notified of such omission or defect; provided that if the omission
or defect would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered; and provided
further, that no cure, substitution or repurchase shall be required if such
omission or defect is in respect of a Mortgage Loan listed on Schedule A of the
Assignment Agreement. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as
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the case may be, shall release to the Master Servicer the related Mortgage File
and the Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without recourse, as
shall be necessary to vest in the Subservicer or its designee, as the case may
be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust Fund. It is understood and agreed that the
obligation of the Subservicer, to so cure or purchase any Mortgage Loan as to
which a material and adverse defect in or omission of a constituent document
exists shall constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of Certificateholders
(except for the Insurer's rights under the Insurance Agreement).
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders and the Insurer that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Depositor, constitutes a
valid, legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
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(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable rules
and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(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.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Depositor, the Master Servicer, the
Insurer, the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders or the Insurer in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial Agreement).
Within 90 days of its discovery or its receipt of notice of such breach, the
Master Servicer shall either (i) cure such breach in all material respects or
(ii) to the extent that such breach is with respect to a Mortgage Loan or a
related document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that if the
omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered.
The obligation of the Master Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a) available to the
Certificateholders or the Trustee on behalf of the Certificateholders (except
for the Insurer's rights under Section 3.03 of the Insurance Agreement).
(b) The Depositor hereby represents and warrants to the Trustee
for the benefit of the Certificateholders and the Insurer that as of the Closing
Date (or, if otherwise specified below, as of the date so specified):
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(i) The information set forth in Exhibit F-1 and Exhibit
F-2 hereto with respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material respects at the
respective date or dates which such information is furnished;
(ii) Immediately prior to the conveyance of the Mortgage
Loans to the Trustee, the Depositor had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and
related compensation) and such conveyance validly transfers ownership of
the Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest; and
(iii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the
Insurer, the Trustee or any Custodian of a breach of any of the representations
and warranties set forth in this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders or the Insurer in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (including the Insurer) (any Custodian being so obligated under a
Custodial Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(iii), the party
discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the
Depositor shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Depositor shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure, substitution or repurchase must occur within 90 days from
the date such breach was discovered. Any such substitution shall be effected by
the Depositor under the same terms and conditions as provided in Section 2.04
for substitutions by Residential Funding. It is understood and agreed that the
obligation of the Depositor to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders (other than the Insurer) or the Trustee on behalf of the
Certificateholders (other than the Insurer). Notwithstanding the foregoing, the
Depositor shall not be required to cure breaches or purchase or substitute for
Mortgage Loans as provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also constitutes fraud in the
origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the
Assignment Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest
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in respect of the Assignment Agreement applicable to a Mortgage Loan. Insofar as
the Assignment Agreement relates to the representations and warranties made by
Residential Funding in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and warranties, such right,
title and interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders. Upon the discovery by the Depositor, the
Master Servicer, the Trustee, the Insurer or any Custodian of a breach of any of
the representations and warranties made in the Assignment Agreement in respect
of any Mortgage Loan or of any Repurchase Event which materially and adversely
affects the interests of the Certificateholders or the Insurer in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (including the Insurer) (any Custodian being so obligated under a
Custodial Agreement). The Master Servicer shall promptly notify Residential
Funding of such breach or Repurchase Event and request that Residential Funding
either (i) cure such breach or Repurchase Event in all material respects within
90 days from the date the Master Servicer was notified of such breach or
Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that, in
the case of a breach or Repurchase Event under the Assignment Agreement,
Residential Funding shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date; provided that if the breach would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or substitution must occur within 90 days
from the date the breach was discovered. In the event that Residential Funding
elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted
Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver
to the Trustee for the benefit of the Certificateholders with respect to such
Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the
Mortgage, an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Master Servicer
and remitted by the Master Servicer to Residential Funding on the next
succeeding Distribution Date. For the month of substitution, distributions to
the Certificateholders will include the Monthly Payment due on a Deleted
Mortgage Loan for such month and thereafter Residential Funding shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, and
Residential Funding shall be deemed to have made the representations and
warranties with respect to the Qualified Substitute Mortgage Loan contained in
Section 4 of the Assignment Agreement, as of the date of substitution, and the
covenants, representations and warranties set forth in this Section 2.04, and in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
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In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of REMIC I, REMIC II or REMIC
III to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the
Residential Funding to cure such breach or purchase (or in the case of
Residential Funding to substitute for) such Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders (other than the
Insurer) or the Trustee on behalf of the Certificateholders (other than the
Insurer). If the Master Servicer is Residential Funding, then the Trustee shall
also have the right to give the notification and require the purchase or
substitution provided for in the second preceding paragraph in the event of such
a breach of a representation or warranty made by Residential Funding in the
Assignment Agreement. In connection with the purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee shall assign to
Residential Funding all of the right, title and interest in respect of the
Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Mortgage Files to it, or any Custodian on its
behalf, subject to any exceptions noted, together with the assignment to it of
all other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed and caused to be authenticated and delivered to
or upon the order of the Depositor the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.
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ARTICLE II
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 in a manner consistent with industry practice and shall have full
power and authority, acting alone or through Subservicers as provided in Section
3.02, to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration. Without limiting the
generality of the foregoing, the Master Servicer in its own name or in the name
of a Subservicer is hereby authorized and empowered by the Trustee when the
Master Servicer or the Subservicer, as the case may be, believes it appropriate
in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. 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 of REMIC I, REMIC II or REMIC III 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 customarily provided by Persons other than servicers
of mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
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(b) All costs incurred by the Master Servicer or by Subservicers
in effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations;
Special Servicing.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to the
execution and delivery of this Agreement, and may enter into new Subservicing
Agreements with Subservicers, for the servicing and administration of all or
some of the Mortgage Loans. Each Subservicer shall be either (i) an institution
the accounts of which are insured by the FDIC or (ii) another entity that
engages in the business of originating or servicing mortgage loans, and in
either case shall be authorized to transact business in the state or states in
which the related Mortgaged Properties it is to service are situated, if and to
the extent required by applicable law to enable the Subservicer to perform its
obligations hereunder and under the Subservicing Agreement, and in either case
shall be a Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In
addition, any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the
VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be
entitled to receive and retain, as provided in the related Subservicing
Agreement and in Section 3.07, the related Subservicing Fee from payments of
interest received on such Mortgage Loan after payment of all amounts required to
be remitted to the Master Servicer in respect of such Mortgage Loan. For any
Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall
be entitled to receive and retain an amount equal to the Subservicing Fee from
payments of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a Subservicer on
behalf of the Master Servicer. Each Subservicing Agreement will be upon such
terms and conditions as are generally required by, permitted by or consistent
with the Program Guide and are not inconsistent with this Agreement and as the
Master Servicer and the Subservicer have agreed. With the approval of the Master
Servicer, a Subservicer may delegate its servicing obligations to third- party
servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing Agreement, and the form
referred to or included in the Program Guide is merely provided for information
and shall not be deemed to limit in any respect the discretion of the Master
Servicer to modify or enter into different Subservicing Agreements; provided,
however, that
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any such amendments or different forms shall be consistent with and not violate
the provisions of either this Agreement or the Program Guide in a manner which
would materially and adversely affect the interests of the Certificateholders or
the Insurer.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee, the Insurer and the
Certificateholders, shall use its best reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing Agreement, to the
extent that the non-performance of any such obligation would have a material and
adverse effect on a Mortgage Loan, including, without limitation, the obligation
to purchase a Mortgage Loan on account of defective documentation, as described
in Section 2.02, or on account of a breach of a representation or warranty, as
described in Section 2.04. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing Agreements, as
appropriate, and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as the Master Servicer
would employ in its good faith business judgment and which are normal and usual
in its general mortgage servicing activities. The Master Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed therefor
only (i) from a general recovery resulting from such enforcement to the extent,
if any, that such recovery exceeds all amounts due in respect of the related
Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys
fees against the party against whom such enforcement is directed.
(c) As to each Mortgage Loan that (i) is subserviced by a
Designated Subservicer as of the Closing Date, and (ii) becomes 90 or more days
Delinquent at any time after the Closing Date:
(i) the Master Servicer shall cause the subservicing of
such Mortgage Loan to be transferred to HomeComings as soon as
reasonably practicable (unless HomeComings is already acting as
subservicer for such Mortgage Loan); and
(ii) subject to the completion of the subservicing
transfer described in (i) above (if applicable), the Master Servicer
shall perform the servicing activities described in Section 3.14, either
directly or through HomeComings or another affiliate.
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
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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,
the Insurer and Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such Subservicing
Agreements or arrangements or by virtue of indemnification from the Subservicer
or the Depositor and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of the rights
and obligations of the Master Servicer under each Subservicing Agreement that
may have been entered into. The Trustee, its designee or the successor servicer
for the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at
the expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each
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Subservicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Subservicing
Agreement to the assuming party.
(c) Unless an Insurer Default exists, the Master Servicer will,
if it is authorized to do so under the relevant Subservicing Agreement, upon
request of the Insurer at a time when the Insurer may remove the Master Servicer
under the terms hereof, terminate any Subservicing Agreement.
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 advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders or the Insurer (taking into account any
estimated Realized Loss that might result absent such action), provided,
however, that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
re-amortized such that the Monthly Payment is recalculated as an amount that
will fully amortize the remaining Stated Principal Amount thereof by the
original Maturity Date based on the original Mortgage Rate; provided, that
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such reamortization shall not be permitted if it would constitute a reissuance
of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of 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; and
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
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With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in the related Group I or
Group II Available Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to do so. If the Master Servicer so elects, such
amounts will be deemed to have been received (and any related Realized Loss
shall be deemed to have occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage
Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer, the
Insurer and each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis all proceeds of Mortgage
Loans received by the Subservicer, less its Subservicing Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If
the Subservicing Account is not an Eligible Account, the Master Servicer shall
be deemed to have received such monies upon receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, 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
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to and including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust
Fund by deed in lieu of foreclosure or otherwise. All such advances received by
the Master Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee and the
Certificate Insurer Premium Modified Rate, if any, accrues in the case of a
Modified Mortgage loan) on any Curtailment received by such Subservicer in
respect of a Mortgage Loan from the related Mortgagor during any month that is
to be applied by the Subservicer to reduce the unpaid principal balance of the
related Mortgage Loan as of the first day of such month, from the date of
application of such Curtailment to the first day of the following month. Any
amounts paid by a Subservicer pursuant to the preceding sentence shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate
Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and
shall cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all
collections from the Mortgagors (or advances from Subservicers) for the payment
of taxes, assessments, hazard insurance premiums, Primary Insurance Policy
premiums, if applicable, or comparable items for the account of the Mortgagors.
Each Servicing Account shall satisfy the requirements for a Subservicing Account
and, to the extent permitted by the Program Guide or as is otherwise acceptable
to the Master Servicer, may also function as a Subservicing Account. Withdrawals
of amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in
the preceding subsection that are not timely paid by the Mortgagors or advanced
by the Subservicers on the date when the tax, premium or other cost for which
such payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
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Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make
any Class of Certificates legal for investment by federally insured savings and
loan associations, the Master Servicer shall provide, or cause the Subservicers
to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided
herein, make withdrawals from the Custodial Account of amounts on deposit
therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late recoveries of
the payments for which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Adjusted
Net Mortgage Rate (or Modified Adjusted Net Mortgage Rate in the case of
a Modified Mortgage Loan) plus the Certificate Insurer Premium Modified
Rate on the amount specified in the amortization schedule of the related
Mortgage Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving effect to
any previous Curtailments;
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(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding,
the Depositor or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section
2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to Certificateholders as of the date on which
the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Master Servicer, default is reasonably foreseeable pursuant to
Section 3.07(a), to the extent the amount of the Advance has been added
to the outstanding principal balance of the Mortgage Loan;
(viii) to reimburse itself or the Depositor for expenses
incurred by and reimbursable to it or the Depositor pursuant to Section
3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause
(ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07, including any payoff fees or penalties or any other
additional amounts payable to the Master Servicer or Subservicer
pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses
(ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or
the related Subservicer for any advance made in respect of a Mortgage Loan that
the Master Servicer determines
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to be a Nonrecoverable Advance by withdrawal from the Custodial Account of
amounts on deposit therein attributable to the Mortgage Loans on any Certificate
Account Deposit Date succeeding the date of such determination. Such right of
reimbursement in respect of a Nonrecoverable Advance on any such Certificate
Account Deposit Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer
to take, any action which would result in noncoverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer or Subservicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property is reduced
to 80% or less of the Appraised Value at origination in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%,
provided that such Primary Insurance Policy was in place as of the Cut-off Date
and the Master Servicer had knowledge of such Primary Insurance Policy. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass- through certificates having
a rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency.
(b) In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to present or to
cause the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage in an amount which is equal
to the lesser of the principal balance owing on such Mortgage Loan (together
with the principal balance of any mortgage loan secured by a lien that is senior
to the Mortgage Loan) or 100 percent of the insurable value of the improvements;
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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, fire insurance with extended
coverage in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any amounts collected by the Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer
out of related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
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(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 Fannie Mae or Freddie Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Fannie Mae or Freddie Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due- on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in any Mortgage Note or
Mortgage, the Master Servicer shall not be required to enforce the
due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in any case in
which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and
such Person is to enter into an assumption or modification agreement or
supplement to the Mortgage Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer
is authorized, subject to the requirements of the sentence next following, to
execute and deliver, on behalf of the Trustee, the assumption agreement with the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person; provided, however,
none of such terms and requirements shall both constitute a "significant
modification"
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effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I, REMIC II or REMIC III to fail to qualify as REMICs under
the Code or the imposition of any tax on "prohibited transactions" or
"contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption
or transfer (A) the Mortgage Loan will continue to be secured by a first
mortgage lien (or junior lien of the same priority in relation to any senior
mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage)
pursuant to the terms of the Mortgage, (B) such transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released from liability on
the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be
qualified to assume the Mortgage Loan based on generally comparable credit
quality and such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer or such related
Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case
may be, shall be entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting of an easement thereon
in favor of another Person, any alteration or demolition of the related
Mortgaged Property or other similar matters if it has determined, exercising its
good faith business judgment in the same manner as it would if it were the owner
of the related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that each of REMIC I, REMIC II or REMIC III would continue to qualify as a
REMIC under the Code as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the startup day would be imposed on any
of REMIC I, REMIC II or REMIC III 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
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such proposed assignment provides the Trustee and Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form attached hereto as
Exhibit M, in form and substance satisfactory to the Trustee and Master
Servicer, providing the following: (i) that the Mortgage Loan is secured by
Mortgaged Property located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or avoid mortgage
recording taxes or otherwise comply with, or facilitate a refinancing under, the
laws of such jurisdiction; (ii) that the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and that the form of the
transaction is solely to comply with, or facilitate the transaction under, such
local laws; (iii) that the Mortgage Loan following the proposed assignment will
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and (iv) that
such assignment is at the request of the borrower under the related Mortgage
Loan. Upon approval of an assignment in lieu of satisfaction with respect to any
Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the
unpaid principal balance of and accrued interest on such Mortgage Loan and the
Master Servicer shall treat such amount as a Principal Prepayment in Full with
respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(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. Alternatively, the Master
Servicer may take other actions in respect of a defaulted Mortgage Loan, which
may include (i) accepting a short sale (a payoff of the Mortgage Loan for an
amount less than the total amount contractually owed in order to facilitate a
sale of the Mortgaged Property by the Mortgagor) or permitting a short
refinancing (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate refinancing transactions by the
Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a
repayment plan or (iii) agreeing to a modification in accordance with Section
3.07. In connection with such foreclosure or other conversion or action, the
Master Servicer shall, consistent with Section 3.11, follow such practices and
procedures as it shall deem necessary or advisable, as shall be normal and usual
in its general mortgage servicing activities and as shall be required or
permitted by the Program Guide; provided that the Master Servicer shall not be
liable in any respect hereunder if the Master Servicer is acting in connection
with any such foreclosure or other conversion or action in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the correction of any default on a related senior
mortgage loan, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes or the Insurer after reimbursement to itself for such expenses
or charges and (ii) that such expenses and charges will be recoverable to it
through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting
which it shall have priority for purposes of withdrawals from the Custodial
Account pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance Proceeds or
REO Proceeds). In the event of such a determination by the Master Servicer
pursuant
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to this Section 3.14(a), the Master Servicer shall be entitled to reimbursement
of its funds so expended pursuant to Section 3.10.
In addition, the Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04.
However, the Master Servicer is not required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired
by the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such time as the
REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the
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taxable year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of each of REMIC I, REMIC II or REMIC III as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
obtains for the Trustee and the Insurer an Opinion of Counsel, addressed to the
Trustee, the Insurer and the Master Servicer, to the effect that the holding by
the Trust Fund of such REO Property subsequent to such period will not result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F
of the Code or cause any of REMIC I, REMIC II or REMIC III 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 REMIC I, REMIC II or REMIC III 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 Adjusted Net Mortgage Rate
(or the Modified Adjusted Net Mortgage Rate in the case of a Modified Mortgage
Loan) (less Deferred Interest, if any), to the Due Date in the related Due
Period prior to the Distribution Date on which such amounts are to be
distributed; third, to the Certificateholders as a recovery of principal on the
Mortgage Loan (or REO Property) (provided that if any such Class of Certificates
to which such Realized Loss was allocated is no longer outstanding, such
subsequent recovery shall be distributed to the persons who were the Holders of
such Class of Certificates when it was retired); 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); fifth, to the Insurer for
reimbursement for any payments made pursuant to the Policy to the extent not
reimbursed pursuant to Section 4.02(c)(v) and (vi) or 4.02(d)(v) and (vi); and
sixth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
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(a) Upon becoming aware of the payment in full of any Mortgage
Loan, or upon the receipt by the Master Servicer of a notification that payment
in full will be escrowed in a manner customary for such purposes, the Master
Servicer will immediately notify the Trustee (if it holds the related Mortgage
File) or the Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 have been or will be
so deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit G hereto, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf
shall execute and deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's 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
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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 Adjusted Net Mortgage Rate
(or the Modified Adjusted 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 clauses (a) and (b) above, the amount of
servicing compensation that the Master Servicer shall be entitled to receive for
its activities hereunder for the period ending on each Distribution Date shall
be reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or
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(vi). In making such reduction, the Master Servicer will not withdraw from the
Custodial Account any such amount representing all or a portion of the Servicing
Fee to which it is entitled pursuant to Section 3.10(a)(iii); (ii) will not
withdraw from the Custodial Account or Certificate Account any such amount to
which it is entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account any such amount of servicing compensation to
which it is entitled pursuant to Section 3.10(a)(v) or (vi). With respect to any
Distribution Date, Compensating Interest derived from Loan Group I shall be used
on such Distribution Date (i) to cover any Prepayment Interest Shortfalls on the
Group I Loans and (ii) to cover any Prepayment Interest Shortfalls on the Group
II Loans, but only to the extent not covered by Compensating Interest derived
from Loan Group II. With respect to any Distribution Date, Compensating Interest
derived from Loan Group II shall be used on such Distribution Date (i) to cover
any Prepayment Interest Shortfalls on the Group II Loans and (ii) to cover any
Prepayment Interest Shortfalls on the Group I Loans, but only to the extent not
covered by Compensating Interest derived from Loan Group I.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trustee and the Depositor a statement,
certified by a Servicing Officer, setting forth the status of the Custodial
Account as of the close of business on such Distribution Date as it relates to
the Mortgage Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial Account in respect of
the Mortgage Loans for each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Depositor, the Trustee
and the Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and of its performance under the pooling and
servicing agreements, including this Agreement, has been made under such
officers' supervision, (ii) to the best of such officers' knowledge, based on
such review, the Master Servicer has complied in all material respects with the
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and that the Master Servicer has met the most recent Annual Servicing
Test, or if such Annual Servicing Test has not been met, specifying the nature
of such failure, such statement with respect to a failure of the Annual
Servicing Test may be delivered as a separate Officers' Certificate, 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
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there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, specifying such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
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 is any one of the six major nationally recognized firms of independent
public accountants and which is also a member of the American Institute of
Certified Public Accountants to furnish a report to the Depositor, the Insurer
and the Trustee stating its opinion that, on the basis of an examination
conducted by such firm substantially in accordance with standards established by
the American Institute of Certified Public Accountants, the assertions made
pursuant to Section 3.18 regarding compliance with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers during the preceding calendar year are fairly stated in all material
respects, subject to such exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master
Servicer.
The Master Servicer shall afford the Depositor, upon reasonable
notice, during normal business hours access to all records maintained by the
Master Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Insurer hereby
is so identified. The Depositor may, but is not obligated to perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer hereunder
or exercise the rights of the Master Servicer hereunder; provided that the
Master Servicer shall not be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have the responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer
has deposited
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Buydown Funds in an account that satisfies the requirements for a Subservicing
Account (the "Buydown Account"). The Master Servicer shall cause the
Subservicing Agreement to require that upon receipt from the Mortgagor of the
amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer will
withdraw from the Buydown Account the predetermined amount that, when added to
the amount due on such date from the Mortgagor, equals the full Monthly Payment
and transmit that amount in accordance with the terms of the Subservicing
Agreement to the Master Servicer together with the related payment made by the
Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE III
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
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(a) The Master Servicer acting as agent of the Trustee shall
establish and maintain a Certificate Account in which the Master Servicer shall
cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any
amount required to be deposited in the Certificate Account pursuant to Section
3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section
9.01, (v) an amount equal to the Certificate Insurer Premium and the Limited
Reimbursement Premium payable on such Distribution Date and (vi) all other
amounts constituting the Group I or Group II Available Distribution Amount for
the immediately succeeding Distribution Date. In addition, as and to the extent
required pursuant to Section 4.08(b), the Trustee shall withdraw from the
Insurance Account and deposit into the Certificate Account the amount necessary
to pay the Insured Amount on each Distribution Date to the extent received from
the Insurer.
(b) On each Distribution Date, prior to making any other
distributions referred to in Section 4.02 herein, the Trustee shall withdraw
from the Certificate Account and pay to the Insurer, by wire transfer of
immediately available funds to the Insurer Account, the Certificate Insurer
Premium and the Limited Reimbursement Premium for such Distribution Date. The
Trustee shall make the payments of the Limited Reimbursement Premium to the
designee or designees of the Insurer as required pursuant to the letter from the
Insurer to the Trustee dated as of the Closing Date. The Trustee shall deposit
any amounts received pursuant to the Policy or the Limited Reimbursement
Agreement into the Certificate Account. Any such amounts shall be distributed on
the immediately following Distribution Date as part of the Group I or Group II
Available Distribution Amount, as applicable.
(c) The Trustee shall, upon written request from the Master
Servicer, invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments designated
in the name of the Trustee for the benefit of the Certificateholders and the
Insurer, which shall mature not later than the Business Day next preceding the
Distribution Date next following the date of such investment (except that (i)
any investment in the institution with which the Certificate Account is
maintained may mature on such Distribution Date and (ii) any other investment
may mature on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such
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investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent
on behalf of the Trustee) shall allocate and distribute the Principal
Distribution Amount for such date to the interest issued in respect of REMIC I,
REMIC II and REMIC III as specified in this Section.
(b) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests:
(i) to the Holders of REMIC I Regular Interests, in an
amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC I
Regular Interest LT3-I shall be reduced when the REMIC I Group I
Overcollateralized Amount is less than the REMIC I Group I
Required Overcollateralized Amount, by the lesser of (x) the
amount of such difference and (y) the REMIC I Regular Interest
LT3-I Maximum Interest Deferral Amount, and amounts payable as
Uncertificated Accrued Interest in respect of REMIC I Regular
Interest LT3-II shall be reduced when the REMIC I Group II
Overcollateralized Amount is less than the REMIC I Group II
Required Overcollateralized Amount, by the lesser of (x) the
amount of such difference and (y) the REMIC I Regular Interest
LT3-II Maximum Interest Deferral Amount; and
(ii)
(a) on each Distribution Date, to the Holders of REMIC I Regular
Interests relating to Loan Group I, in an amount equal to the
remainder of the proceeds relating to Loan Group I after the
distributions made pursuant to clause (i) above, allocated as
follows (except as provided below):
(i) to the Holders of the REMIC I Regular Interest LT1-I,
98.00% of such remainder;
(ii) to the Holders of the REMIC I Regular Interest LT2-I
1.00% of such remainder; and
(iii)to the Holders of the REMIC I Regular Interest LT3-I,
1.00% of such remainder;
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provided, however, that 98.00% and 2.00% of
any principal payments that are attributable
to a Group I Overcollateralization Reduction
Amount shall be allocated to Holders of the
REMIC I Regular Interest LT1-I and REMIC I
Regular Interest LT3-I, respectively.
(b) on each Distribution Date, to the Holders of
REMIC I Regular Interests relating to Loan
Group II, in an amount equal to the
remainder of the proceeds relating to Loan
Group II after the distributions made
pursuant to clause (i) above, allocated as
follows (except as provided below):
(i) to the Holders of the REMIC I Regular Interest LT1- II,
98.00% of such remainder;
(ii) to the Holders of the REMIC I Regular Interest LT2-II 1.00%
of such remainder; and
(iii)to the Holders of the REMIC I Regular Interest LT3- II,
1.00% of such remainder;
provided, however, that 98.00% and 2.00% of
any principal payments that are attributable
to a Group II Overcollateralization
Reduction Amount shall be allocated to
Holders of the REMIC I Regular Interest
LT1-II and REMIC I Regular Interest LT3-II,
respectively.
(2) On each Distribution Date, the following amounts shall be
distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests:
(i) any amounts paid as either Uncertificated Accrued
Interest paid or accrued to the REMIC I Regular Interests shall
be deemed to have been paid on the related Uncertificated
Corresponding Component in REMIC II in accordance with the
relevant Uncertificated Pass-Through Rate; and
(ii) any amounts paid as principal on the REMIC I Regular
Interests shall be deemed to have been paid on the related
Uncertificated Corresponding Component in REMIC II in accordance
with the same priorities and conditions.
(3) Notwithstanding the distributions on the REMIC I Regular
Interests and REMIC II Regular Interests described in this Section 4.02(b),
distribution of funds from the Certificate Account shall be made only in
accordance with Section 4.02(c) and (d).
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(c) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution)
either in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Master
Servicer or the Paying Agent, as the case may be, or, if such Certificateholder
has not so notified the Master Servicer or the Paying Agent by the Record Date,
by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based on the
aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder of the following amounts), in the following
order of priority, in each case to the extent of the Group I Available
Distribution Amount:
(i) to the Class A-I Certificateholders, Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, plus any Accrued Certificate Interest
remaining unpaid from any prior Distribution Date, less any
Prepayment Interest Shortfalls on the Group I Loans, to the
extent not covered by Compensating Interest pursuant to Section
3.16 (the "Group I Interest Distribution Amount");
(ii) to the Class A-I Certificateholders, the lesser of
(a) the excess of (i) the Group I Available Distribution Amount
over (ii) the Group I Interest Distribution Amount and (b) the
Group I Principal Distribution Amount (other than with respect to
clauses (iv) and (v) thereof), in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal
Balance of the Class A-I Certificates has been reduced to zero;
(iii) to the Class A-I Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions (such amount, the
"Group I Excess Cash Flow"), an amount equal to the Realized
Losses on the Group I Loans during the immediately preceding Due
Period, applied to reduce the Certificate Principal Balance of
the Class A-I Certificate, until the aggregate Certificate
Principal Balance of the Class A-I Certificates has been reduced
to zero;
(iv) to the Class A-II Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, an amount equal to
the Realized Losses on the Group II Loans during the immediately
preceding Due Period to the extent not covered by the Group II
Excess Cash Flow, applied to reduce the Certificate Principal
Balance of the Class A-II Certificates, until the aggregate
Certificate Principal Balance of the Class A-II Certificates has
been reduced to zero;
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(v) to the Insurer, from the amount, if any, of the Group
I Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group I Cumulative Insurance
Payments;
(vi) to the Insurer, from the amount, if any, of the Group
I Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group II Cumulative Insurance
Payments, to the extent not covered by the Group II Excess Cash
Flow;
(vii) to the Class A-II Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the Group II
Overcollateralization Increase Amount for such Distribution Date,
in reduction of the Certificate Principal Balance thereof, until
the Certificate Principal Balance of the Class A-II Certificates
has been reduced to zero, but only to the extent the Certificate
Principal Balance of the Class A-II Certificates immediately
prior to such Distribution Date exceeded the aggregate Stated
Principal Balance of the Group II Loans at the end of the
immediately preceding Due Period and to the extent not covered by
the Group II Excess Cash Flow;
(viii) except on the first Distribution Date, to the Class
A-I Certificateholders, from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount
for such Distribution Date, in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal
Balance of the Class A-I Certificates has been reduced to zero;
(ix) except on the first Distribution Date, to the Class
A-II Certificateholders, from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount
for such Distribution Date to the extent not covered by the Group
II Excess Cash Flow for such Distribution Date, in reduction of
the Certificate Principal Balance thereof, until the Certificate
Principal Balance of the Class A-II Certificates has been reduced
to zero;
(x) to the Class A-I Certificateholders from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment
Interest Shortfalls allocated thereto with respect to the Group I
Loans, to the extent not covered by Compensating Interest on such
Distribution Date;
(xi) to the Class A-II Certificateholders from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment
Interest Shortfalls allocated thereto with respect to the
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Group II Loans, to the extent not covered by Compensating
Interest and any Group II Excess Cash Flow on such Distribution
Date;
(xii) to the Class A-I Certificateholders from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment
Interest Shortfalls allocated thereto remaining unpaid from prior
Distribution Dates together with interest thereon;
(xiii) to the Class A-II Certificateholders from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the amount of any
Prepayment Interest Shortfalls allocated thereto remaining unpaid
from prior Distribution Dates together with interest thereon, to
the extent not covered by any Group II Excess Cash Flow on such
Distribution Date;
(xiv) to the Class A-II Certificates, from the amount, if
any, of the Group I Available Distribution Amount remaining after
the foregoing distributions, the lesser of (a) the amount of any
Basis Risk Shortfall Carry-Forward Amount remaining following
distributions of the Group II Excess Cash Flow on such
Distribution Date and (b) the Accrued Certificate Interest on the
Class SB-I Certificates for such Distribution Date;
(xv) to the Class SB-I Certificates, from the amount, if
any, of the Group I Available Distribution Amount remaining after
the foregoing distributions, Accrued Certificate Interest thereon
and the amount of any Group I Overcollateralization Reduction
Amount for such Distribution Date; and
(xvi) to the Class R-I Certificateholders, the balance, if
any, of the Group I Available Distribution Amount.
(d) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution)
either in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Master
Servicer or the Paying Agent, as the case may be, or, if such Certificateholder
has not so notified the Master Servicer or the Paying Agent by the Record Date,
by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based on the
aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder of the following amounts, in the following
order of priority), in each case to the extent of the Group II Available
Distribution Amount:
(i) to the Class A-II Certificateholders, Accrued
Certificate Interest payable on such Certificates with respect to such
Distribution Date, plus any Accrued
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Certificate Interest remaining unpaid from any prior Distribution Date,
less any Prepayment Interest Shortfalls on the Group II Loans, to the
extent not covered by Compensating Interest pursuant to Section 3.16
(the "Group II Interest Distribution Amount");
(ii) to the Class A-II Certificateholders, the lesser of
(a) the excess of (i) the Group II Available Distribution Amount over
(ii) the Group II Interest Distribution Amount and (b) the Group II
Principal Distribution Amount (other than with respect to clauses (iv)
and (v) thereof), until the Certificate Principal Balance of the Class
A-II Certificates has been reduced to zero;
(iii) to the Class A-II Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions (such amount, the "Group II Excess
Cash Flow") an amount equal to the Realized Losses on the Group II Loans
during the immediately preceding Due Period, applied to reduce the
Certificate Principal Balance of the Class A-II Certificates, until the
Certificate Principal Balance of the Class A-II Certificates has been
reduced to zero;
(iv) to the Class A-I Certificateholders, from the amount,
if any, of the Group II Available Distribution Amount remaining after
the foregoing distributions an amount equal to the Realized Losses on
the Group I Loans during the immediately preceding Due Period to the
extent not covered by the Group I Excess Cash Flow, applied to reduce
the Certificate Principal Balance of the Class A-I Certificates, until
the Certificate Principal Balance of the Class A-I Certificates has been
reduced to zero;
(v) to the Insurer, from the amount, if any, of the Group
II Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group II Cumulative Insurance Payments;
(vi) to the Insurer, from the amount, if any, of the Group
II Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group I Cumulative Insurance Payments,
to the extent not covered by the Group I Excess Cash Flow;
(vii) to the Class A-I Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the Group I Overcollateralization
Increase Amount for such Distribution Date, in reduction of the
Certificate Principal Balance thereof, until the Certificate Principal
Balance of the Class A-I Certificates has been reduced to zero, but only
to the extent the Certificate Principal Balance of the Class A-I
Certificates immediately prior to such Distribution Date exceeded the
aggregate Stated Principal Balance of the Group I Loans at the end of
the immediately preceding Due Period and to the extent not covered by
the Group I Excess Cash Flow;
(viii) except on the first Distribution Date, to the Class
A-II Certificateholders, from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, the Group II Overcollateralization Increase
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Amount for such Distribution Date, in reduction of the Certificate
Principal Balance of the Class A-II Certificates, until the aggregate
Certificate Principal Balance of the Class A-II Certificates has been
reduced to zero;
(ix) except on the first Distribution Date, to the Class
A-I Certificateholders, from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount for
such Distribution Date to the extent not covered by the Group I Excess
Cash Flow for such Distribution Date, in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal Balance of
the Class A-I Certificates has been reduced to zero;
(x) to the Class A-II Certificateholders from the a mount,
if any, of the Group II Available Distribution Amount remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto with respect to the Group II Loans, to the
extent not covered by Compensating Interest on such Distribution Date;
(xi) to the Class A-I Certificateholders from the amount,
if any, of the Group II Available Distribution Amount remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto with respect to the Group I Loans, to the
extent not covered by Compensating Interest and any Group I Excess Cash
Flow on such Distribution Date;
(xii) to the Class A-II Certificateholders from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon;
(xiii) to the Class A-I Certificateholders from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon, to the extent not covered by any
Group I Excess Cash Flow on such Distribution Date;
(xiv) to the Class A-II Certificates, from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, the lesser of (a) the amount of any Basis Risk
Shortfall Carry-Forward Amount and (b) the Accrued Certificate Interest
on the Class SB-II Certificates for such Distribution Date;
(xv) to the Class SB-II Certificates, from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest thereon and the
amount of any Group II Overcollateralization Reduction Amount for such
Distribution Date; and
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(xvi) to the Class R-II Certificateholders, the balance,
if any, of the Group II Available Distribution Amount.
(e) Within five Business Days before the related Distribution
Date, the Master Servicer shall notify the Trustee of the amounts, if any,
payable to the Insurer pursuant to Section 4.02(c)(v) and (vi) and (d)(v) and
(vi).
(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 (net of any related liquidation expenses) in
respect of the representations and warranties made by the related Seller
pursuant to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the Class or Classes to which such Realized Loss was
allocated (with the amounts to be distributed allocated among such Classes in
the same proportions as such Realized Loss was allocated), and within each such
Class to the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that such
Realized Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. For the purposes of this Section
4.02(f) any allocation of a Realized Loss to Group I or Group II Excess Cash
Flow will be treated as an allocation of a Realized Loss to the Class A
Certificates. Notwithstanding the foregoing, to the extent that the Master
Servicer receives recoveries with respect to Realized Losses which were
allocated to the related Class A Certificates and which were paid by the Insurer
pursuant to the Policy and not previously reimbursed pursuant to Section
4.02(c)(v) and (vi) or (d)(v) and (vi), such recoveries shall be paid directly
to the Insurer and applied to reduce the Group I or Group II Cumulative
Insurance Payments then due to the Insurer prior to any payment of such amounts
to any current Certificateholder or any previous Certificateholder. Any amounts
to be so distributed shall not be 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
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
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(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
(i) To the extent on any Distribution Date the Group II Available
Distribution Amount is less than Accrued Certificate Interest on the Class A-II
Certificates on such Distribution Date (without regard to clause (iii) of the
definition thereof) and Deferred Interest exists on such Distribution Date, the
lesser of such excess and the amount of Deferred Interest shall result in a
reduction in Accrued Certificate Interest on the Class A-II Certificates and an
increase in the Certificate Principal Balance of the Class A-II Certificates.
Section 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 Insurer, BSFP, Bear, Stearns Capital Markets, Inc., the Limited
Reimbursement Counterparty and the Depositor a statement setting forth the
following information as to each Class of Certificates, in each case to the
extent applicable:
(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 with
respect to the Group I Loans and Group II Loans pursuant
to Section 4.04;
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(v) the number of Group I and Group II Loans and the Stated
Principal Balance after giving effect to the distribution
of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of the Certificates, after giving effect to the amounts
distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses
other than pursuant to an actual distribution of
principal;
(vii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances
of Group I Loans and Group II Loans that are Delinquent
(A) one month, (B) two months and (C) three or more months
and the number and aggregate principal balance of Group I
Loans and Group II Loans that are in foreclosure;
(viii) the number, aggregate principal balance and book value of
any REO Properties;
(ix) 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;
(x) the aggregate amount of Realized Losses for such
Distribution Date and the aggregate amount of Realized
Losses on the Group I Loans and Group II Loans incurred
since the Cut-off Date;
(xi) the Group I and Group II Special Hazard Amount, Group I
and Group II Fraud Loss Amount and Group I and Group II
Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the amount of any Insured Amount paid on such Distribution
Date, the amount of any reimbursement payment made to the
Insurer on such Distribution Date pursuant to Section
4.02(c)(v) and (vi) and 4.02(d)(v) and (vi) and the amount
of Group I and Group II Cumulative Insurance Payments
after giving effect to any such Insured Amount or any such
reimbursement payment to the Insurer;
(xiii) the Pass-Through Rate on each Class of Certificates, the
Group I Weighted Average Net Mortgage Rate and the Group II
Weighted Average Actual/360 Net Mortgage Rate;
(xiv)the weighted average of the Maximum Net Mortgage Rates on
the Group I Loans and Group II Loans;
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(xv) the related Basis Risk Shortfall, Basis Risk Shortfall
Carry-Forward Amount and Group I and Group II Prepayment
Interest Shortfalls;
(xvi) the Group I and Group II Overcollateralization Amount and
the Group I and Group II Required Overcollateralization
Amount following such Distribution Date;
(xvii) the number and aggregate principal balance of Group I
Loans and Group II Loans repurchased under Section 4.07;
(xviii)the aggregate amount of Deferred Interest added to the
Stated Principal Balance of the Group II Loans;
(xix)the aggregate amount of any recoveries on previously
foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xx) the weighted average remaining term to maturity of the
Group I Loans and Group II Loans after giving effect to
the amounts distributed on such Distribution Date;
(xxi) the weighted average Mortgage Rates of the Group I Loans
and Group II Loans after giving effect to the amounts
distributed on such Distribution Date; and
(xxii) the aggregate of any deposits to and withdrawals from the
Reserve Fund for such Distribution Date and the remaining
amount on deposit in the Reserve Fund after such deposits
and withdrawals.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(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
the Trustee shall forward, or cause to be forwarded, to each Person who at any
time during the calendar year was the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set forth in clauses
(i) and (ii) of subsection (a) above aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
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(c) As soon as reasonably practicable, upon the written request
of any Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Depositor; 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 Insurer and BSFP, any Paying Agent and the
Depositor (the information in such statement to be made available to
Certificateholders by the Master Servicer on request) (provided that the Master
Servicer will use its best efforts to deliver such written statement not later
than 12:00 p.m. New York time on the second Business Day prior to the
Distribution Date) setting forth (i) the Group I or Group II Available
Distribution Amounts, (ii) the amounts required to be withdrawn from the
Custodial Account and deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section
4.01(a), (iii) the Limited Reimbursement Agreement Premium and, if the Master
Servicer determines that an amount is payable under the Limited Reimbursement
Agreement, the amount thereof, (iv) the Certificate Insurer Premium and, if the
Master Servicer determines that a Deficiency Amount exists for such Distribution
Date, the amount necessary to complete the notice in the form of Exhibit A to
the Policy (the "Notice"), (v) the amount of Prepayment Interest Shortfalls and
Basis Risk Shortfalls, and (vi) to the extent required, a report detailing the
Stated Principal Balance, Mortgage Rate, Modified Mortgage Rate, remaining term
to maturity and Monthly Payment for any Modified Mortgage Loan pursuant to
Section 3.13. The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(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 sum of (A) the aggregate amount of Monthly Payments other
than Balloon Payments (with each interest portion thereof adjusted to a per
annum rate equal to the Net Mortgage Rate plus the Certificate Insurer Premium
Modified Rate, if applicable), less the amount of any related Servicing
Modifications, Deferred Interest, if any, Debt Service Reductions or reductions
in the amount of interest collectable from the Mortgagor pursuant to the Relief
Act or similar legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date in the related Due Period, which
Monthly Payments were due during the related Due Period and not received as of
the close of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance and (B) with
respect to each Balloon Loan delinquent in respect of its Balloon Payment as of
the close of business on the related Determination Date, an amount equal to the
excess, if any, of interest on the unpaid principal balance thereof (with each
interest portion thereof adjusted to a per annum rate equal to the Net Mortgage
Rate plus the Certificate Insurer Premium Modified Rate, if applicable), over
any payments of interest (with each
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interest portion thereof adjusted to a per annum rate equal to the Net Mortgage
Rate) received from the related Mortgagor as of the close of business on the
related Determination Date and allocable to the Due Date during the related Due
Period for each month until such Balloon Loan is finally liquidated, (ii)
withdraw from amounts on deposit in the Custodial Account and deposit in the
Certificate Account all or a portion of the Amount Held for Future Distribution
in discharge of any such Advance, or (iii) make advances in the form of any
combination of (i) and (ii) aggregating the amount of such Advance. Any portion
of the Amount Held for Future Distribution so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on or before 11:00 A.M.
New York time on any future Certificate Account Deposit Date to the extent that
funds attributable to the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such Certificate Account
Deposit Date shall be less than payments to Certificateholders required to be
made on the following Distribution Date. The Master Servicer shall be entitled
to use any Advance made by a Subservicer as described in Section 3.07(b) that
has been deposited in the Custodial Account on or before such Distribution Date
as part of the Advance made by the Master Servicer pursuant to this Section
4.04.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Depositor, the Insurer and the Trustee.
In the event that the Master Servicer determines as of the
Business Day preceding any Certificate Account Deposit Date that it will be
unable to deposit in the Certificate Account an amount equal to the Advance
required to be made for the immediately succeeding Distribution Date, it shall
give notice to the Trustee and the Insurer of its inability to advance (such
notice may be given by telecopy), not later than 3:00 P.M., New York time, on
such Business Day, specifying the portion of such amount that it will be unable
to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account
Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day
the Trustee shall have been notified in writing (by telecopy) that the Master
Servicer shall have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master Servicer shall
have given notice pursuant to the preceding sentence, pursuant to Section 7.01,
(a) terminate all of the rights and obligations of the Master Servicer under
this Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
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.
(a) Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that resulted from any
Cash Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related
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Prepayment Period or, in the case of a Servicing Modification that constitutes a
reduction of the interest rate on a Mortgage Loan, the amount of the reduction
in the interest portion of the Monthly Payment due in the month in which such
Distribution Date occurs. The amount of each Realized Loss shall be evidenced by
an Officers' Certificate. All Realized Losses on the Group I Loans (other than
Group I Excess Losses) shall be allocated as follows: first, to the Group I
Excess Cash Flow as provided in Section 4.02(c)(iii), to the extent of the Group
I Excess Cash Flow for such Distribution Date, second, to the Group II Excess
Cash Flow as provided in Section 4.02(d)(iv), to the extent of the Group II
Excess Cash Flow for such Distribution Date remaining after distributions
pursuant to Section 4.02(d)(iii); third, in reduction of the Group I
Overcollateralization Amount, until such amount has been reduced to zero;
fourth, in reduction of the Group II Overcollateralization Amount, until such
amount has been reduced to zero; and thereafter, to the extent not covered by
the Policy, to the Class A-I Certificates. Any Group I Excess Losses on the
Mortgage Loans, to the extent not covered by the Policy, will be allocated to
the Class A-I Certificates, in an amount equal to a fraction of such losses
equal to (x) the aggregate Certificate Principal Balance of the Class A-I
Certificates over (y) the aggregate Stated Principal Balance of the Group I
Loans, and the remainder of such losses shall be allocated to the Group I
Overcollateralization Amount in reduction of the amount thereof. All Realized
Losses on the Group II Loans (other than Group II Excess Losses) shall be
allocated as follows: first, to the Group II Excess Cash Flow as provided in
Section 4.02(d)(iii), to the extent of the Group II Excess Cash Flow for such
Distribution Date, second, to the Group I Excess Cash Flow as provided in
Section 4.02(c)(iv), to the extent of the Group I Excess Cash Flow for such
Distribution Date remaining after distributions pursuant to Section
4.02(c)(iii); third, in reduction of the Group II Overcollateralization Amount,
until such amount has been reduced to zero; fourth, in reduction of the Group I
Overcollateralization Amount, until such amount has been reduced to zero; and
thereafter, to the extent not covered by the Policy, to the Class A-II
Certificates. Any Group II Excess Losses on the Mortgage Loans, to the extent
not covered by the Policy, will be allocated to the Class A-II Certificates, in
an amount equal to a fraction of such losses equal to (x) the Certificate
Principal Balance of the Class A-II Certificates over (y) the aggregate Stated
Principal Balance of the Group II Loans, and the remainder of such losses shall
be allocated to the Group II Overcollateralization Amount in reduction of the
amount thereof.
(b) Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Class A Certificates shall be made
by reducing the Certificate Principal Balance thereof by the amount so
allocated, which allocation shall be deemed to have occurred on such
Distribution Date. Allocations of the interest portions of Realized Losses shall
be made by operation of the definition of "Accrued Certificate Interest" and by
operation of the provisions of Section 4.02(c) and (d). All Realized Losses and
all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.
(c) (i) All Realized Losses on the Group I Loans shall be
allocated on each Distribution Date to the following REMIC I Regular Interests
in the specified percentages, as follows: first, to Uncertificated Accrued
Interest payable to the REMIC I Regular Interests LT1-I and LT3-I up to an
aggregate amount equal to the excess of (a) the REMIC I Group I Interest Loss
Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Loans for such
Distribution Date, 98% and 2%,
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respectively; second, to the Uncertificated Principal Balances of the REMIC I
Regular Interests LT1- I and LT3-I up to an aggregate amount equal to the REMIC
I Group I Principal Loss Allocation Amount, 98% and 2%, respectively; third, to
the Uncertificated Principal Balances of REMIC I Regular Interests LT1-I, LT2-I
and LT3-I, 98%, 1% and 1%, respectively, until the Uncertificated Balance of
REMIC I Regular Interest LT2-I has been reduced to zero.
(ii) All Realized Losses on the Group II Loans shall be allocated on
each Distribution Date to the following REMIC I Regular Interests in the
specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC I Regular Interests LT1-II and LT3-II up to an aggregate
amount equal to the excess of (a) the REMIC I Group II Interest Loss Allocation
Amount over (b) Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest) relating to the Group II Loans for such Distribution
Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances
of the REMIC I Regular Interests LT1-II and LT3-II up to an aggregate amount
equal to the REMIC I Group II Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC I Regular
Interests LT1-II, LT2-II and LT3-II, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest LT2-II has been reduced to
zero.
(d) All Realized Losses on the REMIC I Regular Interests shall be
allocated by the Trust Administrator on each Distribution Date among the REMIC
II Regular Interests in the proportion that Realized Losses are allocated to the
related Uncertificated Corresponding Component.
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 interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 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
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which shall succeed to all the Trustee's right, title and interest in and to
such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security and documents,
free of any further obligation to the Trustee or the Certificateholders with
respect thereto.
Section 4.08. The Policy.
(a) If pursuant to Section 4.04(a)(iii), the Master Servicer
determines that a Deficiency Amount exists for such Distribution Date, the
Trustee shall complete the Notice and submit such Notice in accordance with the
Policy to the Insurer no later than 12:00 P.M., New York City time, on the
Business Day immediately preceding each Distribution Date, as a claim for an
Insured Amount (provided that the Trustee shall submit such notice on the second
Business Day immediately preceding such Distribution Date if it is able to do
so) in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the Insurance
Account on behalf of the Holders of the Class A Certificates. Upon receipt of an
Insured Amount from the Insurer on behalf of the Class A Certificateholders, the
Trustee shall deposit such Insured Amount in the Insurance Account. All amounts
on deposit in the Insurance Account shall remain uninvested. On each
Distribution Date, the Trustee shall transfer any Insured Amount then on deposit
in the Insurance Account to the Certificate Account. The Trustee shall
distribute on each Distribution Date the Deficiency Amount for such Distribution
Date from the Certificate Account, together with the distributions due to the
Class A Certificateholders on such Distribution Date, as follows: (i) the
portion of any such Deficiency Amount related to clauses (i) and (ii) of the
definition of Deficiency Amount shall be distributed among the related Class A
Certificateholders on a pro rata basis in accordance with their respective
shortfalls or allocations of Realized Losses; and (ii) the portion of any such
Deficiency Amount related to clause (iii) of the definition of Deficiency Amount
shall be distributed to the related Class A Certificateholders in accordance
with Section 9.01(c).
(c) The Trustee shall (i) receive as attorney-in-fact of each
Class A Certificateholder any Insured Amount from the Insurer and (ii)
distribute such Insured Amount to such Class A Certificateholders as set forth
in subsection (b) above; provided, that if the Trustee receives the amount of
such draw from the Limited Reimbursement Counterparty on the Limited
Reimbursement Agreement, the Trustee shall not make a draw on the Policy.
Notwithstanding the foregoing, to the extent (i) a demand is made on the Trustee
for reimbursement or other payment of such amounts paid in error or otherwise
not in accordance with the terms of this Agreement, in each case with the
consent of the Insurer, which consent shall not be unreasonably withheld, or
(ii) a court of competent jurisdiction orders the repayment by the Trustee to
the Limited Reimbursement Counterparty on the Limited Reimbursement Agreement of
the amount of such draw, the Trustee shall make a draw on the Policy pursuant to
the terms hereof as if the Limited Reimbursement Counterparty on the Limited
Reimbursement Agreement had not made any payment to the Trustee.
Insured Amounts disbursed by the Trustee from proceeds of the
Policy shall not be considered payment by the Trust Fund with respect to the
Class A Certificates, nor shall such
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disbursement of such Insured Amounts discharge the obligations of the Trust Fund
with respect to the amounts thereof, and the Insurer shall become owner of such
amounts to the extent covered by such Insured Amounts as the deemed assignee of
such Class A Certificateholders. The Trustee hereby agrees on behalf of each
Class A Certificateholder (and each Class A Certificateholder, by its acceptance
of its Class A Certificates, hereby agrees) for the benefit of the Insurer that
the Trustee shall recognize that to the extent the Insurer pays Insured Amounts,
either directly or indirectly (as by paying through the Trustee), to the Class A
Certificateholders, the Insurer will be entitled to be subrogated to the rights
of the Class A Certificateholders to the extent of such payments.
Section 4.09. Distribution of Basis Risk Shortfall
Carry-Forward Amount; Reserve Fund.
(a) On each Distribution Date, any Basis Risk Shortfall
Carry-Forward Amount paid to the Class A-II Certificates shall, solely for all
federal income tax purposes, be deemed to be paid by the holders of the Class
SB-I Certificates and Class SB-II Certificates to the Reserve Fund, and then
from the Reserve Fund to the holders of the Class A-II Certificates.
(b) The Trustee shall not be required to establish and maintain the Reserve
Fund.
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ARTICLE IV
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A Certificates, Class SB Certificates and Class R
Certificates shall be substantially in the forms set forth in Exhibits A, B and
D, respectively, and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or upon
the order of the Depositor upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Class A Certificates shall be
issuable in minimum dollar denominations of $25,000 and integral multiples of $1
in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated form in minimum percentage interests of 5.00% and integral
multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall
be issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee. Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Trustee shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificate or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Certificate Registrar by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A Certificate, through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
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The Trustee, the Master Servicer and the Depositor may for all
purposes (including the making of payments due on the respective Classes of
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective Classes
of Book-Entry Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the respective Classes of Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of any Class of Book- Entry Certificates with respect to any particular
matter shall not be deemed inconsistent if they are made with respect to
different Certificate Owners. The Trustee may establish a reasonable record date
in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) Each of the Certificates is intended to be a "security"
governed by Article 8 of the Uniform Commercial Code as in effect in the State
of New York and any other applicable jurisdiction, to the extent that any of
such laws may be applicable.
Section 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.
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(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 SB or R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB
or Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class SB or Class R
Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit J hereto, each acceptable to and in form and substance satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In
lieu of the requirements set forth in the preceding sentence, transfers of Class
SB or Class R Certificates may be made in accordance with this Section 5.02(d)
if the prospective transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
or Class R Certificate desiring to effect any transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar
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against any liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal and
state laws and this Agreement.
(e) In the case of any Class SB or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Depositor and the Master Servicer to the effect that the
purchase or holding of such Class SB or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Depositor and the Master Servicer with a certification to the effect set forth
in Exhibit O (with respect to a Class SB Certificate) or in paragraph fourteen
of Exhibit H-1 (with respect to a Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested is not an
employee benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including an
insurance company investing its general accounts, an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such
plan to effect such acquisition.
(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 H-1) from the proposed
Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among
other things, that it is a Permitted
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Transferee, that it is not acquiring its Ownership Interest
in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long
as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit H-2,
from the Holder wishing to transfer the Class R Certificate,
in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment
or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a
proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership
Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto
as Exhibit H-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."
(i) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit H-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such
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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.
(A) If any Disqualified Organization shall become a holder
of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United
States Person shall be restored, to the extent
permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last
preceding Permitted Transferee shall be restored, to
the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to
any Person for any registration of Transfer of a Class
R Certificate that is in fact not permitted by this
Section 5.02(f) or for making any payments due on such
Certificate to the holder thereof or for taking any
other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in
this Section 5.02(f) and to the extent that the
retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the
right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master
Servicer on such terms as the Master Servicer may
choose. Such purported Transferee shall promptly
endorse and deliver each Class R Certificate in
accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The
proceeds of such sale, net of the commissions (which
may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any,
will be remitted by the Master Servicer to such
purported Transferee. The terms and conditions of any
sale under this
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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.
(ii) 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.
(iii) 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 consent of the Insurer and written notification
from each Rating Agency to the effect that the
modification, addition to or elimination of such
provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of the
Class A Certificates below the lower of the then-
current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency; and
(B) a certificate of the Master Servicer stating that the
Master Servicer has received an Opinion of Counsel, in
form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or
absence of such provisions will not cause any of REMIC
I, REMIC II or REMIC III to cease to qualify as a REMIC
and will not cause (x) any of REMIC I, REMIC II or
REMIC III 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 Depositor, the Master Servicer, the Insurer, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Insurer, the Trustee or the Certificate Registrar may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.02 and for all other
purposes whatsoever, except as and to the extent provided in the definition of
"Certificateholder" and in Section 4.08, and neither the Depositor, the Master
Servicer, the Insurer, the Trustee, the Certificate Registrar nor any agent of
the Depositor, the Master Servicer, the Trustee or the Certificate Registrar
shall be affected by notice to the contrary except as provided in Section
5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may, with the consent of the Insurer (so long as no
Insurer Default exists), which consent shall not be unreasonably withheld,
appoint a Paying Agent for the purpose of making distributions to
Certificateholders pursuant to Section 4.02. In the event of any such
appointment, on or prior to each Distribution Date the Master Servicer on behalf
of the Trustee shall deposit or cause to be deposited with the Paying Agent a
sum sufficient to make the payments to
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Certificateholders in the amounts and in the manner provided for in Section 4.02
and 4.03, such sum to be held in trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver
to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on or after the Optional Termination
Date, the Master Servicer shall have the right, at its option, to purchase the
Class A Certificates in whole, but not in part, at a price equal to the sum of
the outstanding Certificate Principal Balance of such Certificates plus the sum
of one month's Accrued Certificate Interest thereon, any previously unpaid
Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall
previously allocated thereto.
(b) The Master Servicer shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which the Master Servicer
anticipates that it will purchase the related Certificates pursuant to Section
5.06(a). Notice of any such purchase, specifying the Distribution Date upon
which the Holders may surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the Master
Servicer by letter to Certificateholders (with a copy to the Certificate
Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th
day and not later than the 25th day of the month next preceding the month of
such final distribution specifying:
(i) the Distribution Date upon which purchase of the
related 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 the Master Servicer gives the notice specified above, the Master Servicer
shall deposit in the Certificate Account before the Distribution Date on which
the purchase pursuant to Section 5.06(a) is to be made, in immediately available
funds, an amount equal to the purchase price for the Certificates computed as
provided above.
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(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 one month's Accrued Certificate Interest thereon
and any previously unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender
their Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such date
cause all funds in the Certificate Account deposited therein by the Master
Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in
a separate escrow account for the benefit of such Certificateholders, and the
Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders.
No interest shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered on
the Distribution Date on which a purchase pursuant to this Section 5.06 occurs
as provided above will be deemed to have been purchased and the Holder as of
such date will have no rights with respect thereto except to receive the
purchase price therefor minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates so purchased or deemed
to have been purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer shall be for all purposes the Holder thereof as
of such date subject to any rights of the Insurer hereunder with respect
thereto.
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ARTICLE V
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and
the Master Servicer.
The Depositor and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Depositor and the Master
Servicer herein. By way of illustration and not limitation, the Depositor is not
liable for the servicing and administration of the Mortgage Loans, nor is it
obligated by Section 7.01 or 10.01 to assume any obligations of the Master
Servicer or to appoint a designee to assume such obligations, nor is it liable
for any other obligation hereunder that it may, but is not obligated to, assume
unless it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or
the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full
effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer
may be merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae or Freddie Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates without taking into account the
Policy in effect immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to
such effect from each Rating Agency).
(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 Fannie Mae or Freddie Mac, is
reasonably satisfactory to the Trustee, the Insurer and the Depositor, is
willing to service the Mortgage Loans
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and executes and delivers to the Depositor, the Insurer and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor, the
Insurer and the Trustee, which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of Certificates (without
taking into account the Policy) that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or withdrawn as
a result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Depositor, the Master
Servicer and Others.
Neither the Depositor, the Master Servicer nor any of the
directors, officers, employees or agents of the Depositor or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor or the Master
Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Master Servicer shall be entitled to be reimbursed therefor
out of amounts attributable to the Mortgage Loans on deposit in the
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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. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor
nor the Master Servicer shall resign from its respective obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the
resignation of the Depositor or the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and the Insurer. No such resignation by the Master
Servicer shall become effective until the Trustee or a successor servicer shall
have assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
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ARTICLE VI
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 Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee, the Insurer or the Depositor
or to the Master Servicer, the Depositor and the Trustee by the
Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(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, the
Insurer or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any
Class evidencing, as to such Class, Percentage Interests
aggregating not less than 25%; or
(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
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(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, either the Depositor or the
Trustee shall at the direction of the Insurer (unless an Insurance Default is
continuing) or at the direction of Holders of Certificates entitled to at least
51% of the Voting Rights (which Voting Rights of the Class A Certificateholders
may be exercised by the Insurer without the consent of such Holders and may only
be exercised by such Holders with the prior written consent of the Insurer so
long as there does not exist a failure by the Insurer to make a required payment
under the Policy), by notice in writing to the Master Servicer (and to the
Depositor and the Insurer if given by the Trustee or to the Trustee and the
Insurer if given by the Depositor), terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder;
provided, however, that unless an Insurer Default is continuing the successor to
the Master Servicer appointed pursuant to Section 7.02 shall be acceptable to
the Insurer and shall have accepted the duties of Master Servicer effective upon
the resignation of the Master Servicer. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee with the consent of the Insurer
shall, by notice to the Master Servicer, the Insurer and the Depositor,
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of
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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 Depositor shall deliver to the Trustee a copy of the Program Guide
and upon the request of the Insurer, a copy of the Program Guide to the Insurer.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Insurer may appoint a successor Master Servicer and if the Insurer fails to
do so within 30 days, the Trustee or, upon notice to the Insurer and the
Depositor and with the Depositor's and the Insurer's consent (which shall not be
unreasonably withheld) a designee (which meets the standards set forth below) of
the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers as set forth in such Sections,
and its obligations to deposit amounts in respect of losses incurred prior to
such notice or termination on the investment of funds in the Custodial Account
or the Certificate Account pursuant to Sections 3.07(c) and 4.01(c) by the terms
and provisions hereof); provided, however, that any failure to perform such
duties or responsibilities caused by the preceding Master Servicer's failure to
provide information required by Section 4.04 shall not be considered a default
by the Trustee hereunder. As compensation therefor, the Trustee shall be
entitled to all funds relating to the Mortgage Loans which the Master Servicer
would have been entitled to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder and, in addition,
shall be entitled to the income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Insurer may appoint a successor Master Servicer and if the
Insurer fails to do so within 30 days, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, which is also a Fannie Mae- or Freddie Mac-approved mortgage
servicing institution, having a net worth of not less than $10,000,000 as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master
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Servicer hereunder, the Trustee shall become successor to the Master Servicer
and shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the initial Master Servicer hereunder. The Depositor,
the Trustee, the Custodian and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
The Servicing Fee for any successor Master Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where
the Subservicing Fee accrues at a rate of less than 0.50% per annum in the event
that the successor Master Servicer is not servicing such Mortgage Loans directly
and it is necessary to raise the related Subservicing Fee to a rate of 0.50% per
annum in order to hire a Subservicer with respect to such Mortgage Loans.
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
Insurer and 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 and the
Insurer notice of each such Event of Default hereunder known to the Trustee,
unless such Event of Default shall have been cured or waived as provided in
Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Insurer or the Holders representing at least 66% of the
Voting Rights of Certificates affected by a default or Event of Default
hereunder may waive any default or Event of Default, with the written consent of
the Insurer, which consent shall not be unreasonably withheld; provided,
however, that (a) a default or Event of Default under clause (i) of Section 7.01
may be waived with the written consent of the Insurer, only by all of the
Holders of Certificates affected by such default or Event of Default (which
Voting Rights of the Class A Certificateholders may be exercised by the Insurer
without the consent of such Holders and may only be exercised by such Holders
with the prior written consent of the Insurer so long as there does not exist a
failure by the Insurer to make a required payment under the Policy) and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Insurer or the Holders representing the
requisite percentage of Voting Rights of Certificates affected by such default
or Event of Default with the consent of the Insurer, which consent shall not be
unreasonably withheld, such default or Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
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Section 7.05. Servicing Trigger; Removal of Master Servicer.
(a) Upon determination by the Insurer that a Servicing Trigger
has occurred, the Insurer shall give notice of such Servicing Trigger to the
Master Servicer, the Depositor, the Trustee and to each Rating Agency.
(b) At any time after such determination and while a Servicing
Trigger is continuing, the Insurer may direct the Trustee to remove the Master
Servicer if the Insurer makes a determination that the manner of master
servicing was a factor contributing to the size of the delinquencies or losses
incurred in the Trust Fund.
(c) Upon receipt of directions to remove the Master Servicer
pursuant to the preceding clause (b), the Trustee shall notify the Master
Servicer that it has been terminated and the Master Servicer shall be terminated
in the same manner as specified in Sections 7.01 and 7.02.
(d) After notice of occurrence of a Servicing Trigger has been
given and while a Servicing Trigger is continuing, until and unless the Master
Servicer has been removed as provided in clause (b), the Master Servicer
covenants and agrees to act as the Master Servicer for a term from the
occurrence of the Servicing Trigger to the end of the calendar quarter in which
such Servicing Trigger occurs, which term may at the Insurer's discretion be
extended by notice to the Trustee for successive terms of three (3) calendar
months each, until the termination of the Trust Fund. The Master Servicer will,
upon the receipt of each such notice of extension (a "Master Servicer Extension
Notice") become bound for the duration of the term covered by such Master
Servicer Extension Notice to continue as Master Servicer subject to and in
accordance with this Agreement. If, as of the fifteenth (15th) day prior to the
last day of any term as the Master Servicer, the Trustee shall not have received
any Master Servicer Extension Notice from the Insurer, the Trustee shall, within
five (5) days thereafter, give written notice of such nonreceipt to the Insurer
and the Master Servicer. If any such term expires without a Master Servicer
Extension Notice then the Trustee shall act as Master Servicer as provided in
Section 7.02.
(e) No provision of this Section 7.05 shall have the effect of
limiting the rights of the Depositor, the Trustee, the Certificateholders or the
Insurer under Section 7.01.
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ARTICLE VII
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 of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Insurer and the Certificateholders of any such documents which do not materially
conform to the requirements of this Agreement in the event that the Trustee,
after so requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by the
Trustee pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall
furnish in a timely fashion to the Master Servicer such information as the
Master Servicer may reasonably request from time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement and the Trustee shall
furnish in a timely fashion to the Insurer such information as the Insurer may
reasonably request from time to time for the Insurer to protect its interests
and to fulfill its duties under the Policy. The Trustee covenants and agrees
that it shall perform its obligations hereunder in a manner so as to maintain
the status of each of REMIC I, REMIC II or REMIC III as a REMIC under the REMIC
Provisions and to prevent the imposition of any federal, state or local income,
prohibited transaction (except as provided in Section 3.22(d) herein),
contribution or other tax on the Trust Fund to the extent that maintaining such
status and avoiding such taxes are reasonably within the control of the Trustee
and are reasonably within the scope of its duties under this Agreement.
(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
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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 Depositor or the Master Servicer and
which on their face, do not contradict the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of the Insurer or the
Certificateholders holding Certificates which evidence, Percentage
Interests aggregating not less than 25% of the affected classes as to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;
(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 Insurer, the Depositor 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.
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(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders or the Insurer, pursuant to the provisions of this
Agreement, unless such Certificateholders or the Insurer shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby
and the Insurer has given its consent; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(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 of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
the Insurer or the Holders of Certificates of any Class evidencing, as
to such Class, Percentage Interests, aggregating not less than 50% with
the written consent of the Insurer; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder or the Insurer requesting the
investigation;
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(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 provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R Certificate
hereby irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master Servicer
pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as
provided for in Section 3.22(d)), the Trustee shall not accept any contribution
of assets to the Trust Fund unless it shall have obtained or been furnished with
an Opinion of Counsel to the effect that such contribution will not (i) cause
any of REMIC I, REMIC II or REMIC III 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 Depositor or the
Master Servicer as the case may be, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Depositor or the Master Servicer of any of the Certificates
or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor or the Master Servicer in respect of the Mortgage
Loans or deposited in or withdrawn from the Custodial Account or the Certificate
Account by the Depositor or the Master Servicer.
Section 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.
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(a) The Master Servicer covenants and agrees to pay to the
Trustee and any co- trustee from time to time, and the Trustee and any
co-trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee and any co-trustee, and the Master Servicer
will pay or reimburse the Trustee and any co- trustee upon request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or any co-trustee in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ, and the expenses
incurred by the Trustee or any co-trustee in connection with the appointment of
an office or agency pursuant to Section 8.12) except any such expense,
disbursement or advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and
to hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement, provided that:
(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 Certificateholders pursuant to the
terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and the Insurer and organized and
doing business under the laws of such state or the United States
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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 Depositor, the
Master Servicer and the Insurer. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee acceptable to the Insurer
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation then the Insurer
may appoint a successor trustee and if the Insurer fails to do so within 30
days, the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee.
(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 Insurer or the Depositor with the consent of the
Insurer, or if at any time the Trustee shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Insurer or the Depositor with the consent
of the Insurer may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. In addition, in the
event that the Insurer or the Depositor determines that the Trustee has failed
(i) to distribute or cause to be distributed to Certificateholders any amount
required to be distributed hereunder, if such amount is held by the Trustee or
its Paying Agent (other than the Master Servicer or the Depositor) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Depositor or the Insurer, then the Depositor with the consent
of the Insurer, which consent shall not be unreasonably withheld, may remove the
Trustee and appoint a successor trustee by written instrument delivered as
provided in the preceding sentence. In connection with the appointment of a
successor trustee pursuant to the preceding sentence, the Depositor shall, on or
before the date on which any such appointment becomes effective, obtain from
each Rating Agency written confirmation that the appointment of any such
successor trustee will not result in the reduction of the ratings on any class
of the Certificates
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below the lesser of the then current or original ratings on such Certificates
without taking into account the Policy.
(c) During the continuance of an Insurer Default, the Holders of
Certificates entitled to at least 51% of the Voting Rights may at any time
remove the Trustee and appoint a successor trustee by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set to
the successor so appointed.
(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 Depositor and the Insurer and to
its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any
Mortgage Files at the time held by a Custodian, which shall become the agent of
any successor trustee hereunder), and the Depositor, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.
(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 Depositor shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.
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Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the
Trustee may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(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
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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, the
Insurer and the Depositor, appoint one or more Custodians who are not Affiliates
of the Depositor or the Master Servicer to hold all or a portion of the Mortgage
Files as agent for the Trustee, by entering into a Custodial Agreement. Subject
to Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New
York where Certificates may be surrendered for registration of transfer or
exchange. The Trustee initially designates its offices located at 14 Wall
Street, 8th Floor, New York, New York 10005 for the purpose of keeping the
Certificate Register. The Trustee will maintain an office at the address stated
in Section 11.05(c) hereof where notices and demands to or upon the Trustee in
respect of this Agreement may be served.
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ARTICLE VIII
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage
Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund (other than the Policy) at a price equal to
100% of the unpaid principal balance of each Mortgage Loan (or, if less
than such unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage Loans
as to which title has been acquired if such fair market value is less
than such unpaid principal balance) (net of any unreimbursed Advances
attributable to principal) on the day of repurchase, plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan), plus the Certificate Insurer
Premium Modified Rate, to, but not including, the first day of the month
in which such repurchase price is distributed, including the payment of
any amounts due to the Insurer under the Insurance Agreement; provided,
however, that in no event shall the trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, 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 of REMIC I, REMIC II or REMIC III as a REMIC.
The right of the Master Servicer to purchase all the assets of
the Trust Fund relating to the Mortgage Loans, pursuant to clause (ii) above is
conditioned upon the occurrence of the Optional Termination Date. If such right
is exercised by the Master Servicer, the Master Servicer shall be deemed to have
been reimbursed for the full amount of any unreimbursed Advances theretofore
made by it with respect to the Mortgage Loans being purchased. In addition, the
Master Servicer shall provide to the Trustee the certification required by
Section 3.15 and the Trustee and
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any Custodian shall, promptly following payment of the purchase price, release
to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being
purchased. No purchase pursuant to clause (ii) of this Section 9.01(a) is
permitted if it would result in a draw on the Policy unless the Insurer consents
in writing.
(b) The Master Servicer shall give the Trustee and the Insurer
not less than 60 days' prior notice of the Distribution Date on which the Master
Servicer anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
of its right to purchase the assets of the Trust Fund or otherwise). Notice of
any termination, specifying the anticipated Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Fund), or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(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 that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided.
The Master Servicer shall provide to the Trustee written notification of
any change to the anticipated Final Distribution Date as soon as practicable. If
the Trust Fund is not terminated on the anticipated Final Distribution Date, for
any reason, the Trustee shall promptly mail notice thereof to each affected
Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders and
the Insurer (i) the amount otherwise distributable on such Distribution Date, if
not in connection with the Master Servicer's election to repurchase, or (ii) if
the Master Servicer elected to so repurchase, an amount determined as follows:
(A) with respect to the Class A Certificates, the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest thereon for the
related Interest Accrual Period and any previously
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unpaid Accrued Certificate Interest, and (B) with respect to the Insurer, any
amounts owed to it pursuant to the Insurance Agreement.
(d) In the event that any Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
Section 9.02. Additional Termination Requirements.
(a) Each of REMIC I, REMIC II and REMIC III, as the case may be,
shall be terminated in accordance with the following additional requirements,
unless the Trustee and the Master Servicer have received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee) to the effect
that the failure of any of REMIC I, REMIC II and REMIC III, as the case may be,
to comply with the requirements of this Section 9.02 will not (i) result in the
imposition on the Trust Fund of taxes on "prohibited transactions," as described
in Section 860F of the Code, or (ii) cause any of REMIC I, REMIC II or REMIC III
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 of REMIC I, REMIC II and REMIC III, and
specify the first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the requirements
of a qualified liquidation for each of REMIC I, REMIC II and REMIC III,
under Section 860F of the Code and the 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
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the Certificates, the Trustee shall sell or otherwise dispose of all of
the remaining assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer is exercising its right to
purchase the assets of the Trust Fund, the Master Servicer shall, during
the 90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the
assets of the Trust Fund prior to the close of that calendar quarter.
(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 of REMIC I, REMIC II and REMIC III
at the expense of the Trust Fund in accordance with the terms and conditions of
this Agreement.
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ARTICLE IX
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each
of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary,
under applicable state law. Such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
the REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The Class A-I, Class A-II, Class SB-I and
Class SB-II Certificates shall be designated as the "regular interests" in REMIC
III and the Class R-III Certificates shall be designated the sole class of
"residual interests" in REMIC III. The REMIC Administrator and the Trustee shall
not permit the creation of any "interests" (within the meaning of Section 860G
of the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of
each of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9)
of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in
each REMIC representing a 0.01% Percentage Interest of the Class R Certificates
in each REMIC and shall be designated as the "tax matters person" with respect
to each of REMIC I, REMIC II and REMIC III in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II and REMIC III in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared
all of the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such
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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, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(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 thereof as a REMIC under the
REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II or REMIC
III as a REMIC or (ii) result in the imposition of a tax upon any of REMIC I,
REMIC II or REMIC III (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code (except as provided in
Section 3.22(d)) and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel
or the indemnification referred to in this sentence, an "Adverse REMIC Event")
unless the Master Servicer or the REMIC Administrator, as applicable, has
received an Opinion of Counsel (at the expense of the party seeking to take such
action or, if such party fails to pay such expense, and the Master Servicer or
the REMIC Administrator, as applicable, determines that taking such action is in
the best interest of the Trust Fund and the Certificateholders and is not
adverse to the interest of the Insurer, at the expense of the Trust Fund, but in
no event at the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to
the Trust Fund created hereunder, endanger such status or, unless the Master
Servicer or the REMIC Administrator or both, as applicable, determine in its or
their sole discretion to indemnify the Trust Fund against the imposition of such
a tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
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pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any
action, which is not expressly permitted under the terms of this Agreement, the
Trustee will consult with the Master Servicer or the REMIC Administrator, as
applicable, or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to the Trust Fund and
the Trustee shall not take any such action or cause the Trust Fund to take any
such action as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event could occur.
The Master Servicer or the REMIC Administrator, as applicable, may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement, but
in no event at the expense of the Master Servicer or the REMIC Administrator. At
all times as may be required by the Code, the Master Servicer or the REMIC
Administrator, as applicable, will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(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 REMIC as defined in
Section 860G(c) of the Code, on any contributions to any REMIC after the startup
day therefor pursuant to Section 860G(d) of the Code, or any other tax imposed
by the Code or any applicable provisions of state or local tax laws, such tax
shall be charged (i) to the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income
tax purposes, maintain books and records with respect to each REMIC on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the startup day, neither the Master Servicer nor
the Trustee shall accept any contributions of assets to any REMIC unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in any REMIC will
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not cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any Certificates are outstanding or subject any such REMIC to any
tax under the REMIC Provisions or other applicable provisions of federal, state
and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II
or REMIC III will receive a fee or other compensation for services nor permit
any of REMIC I, REMIC II or REMIC III 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 principal
balance of each regular interest in each REMIC would be reduced to zero is March
25, 2030.
(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 the Trust Fund.
(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 the Trust Fund,
(iii) the termination of any REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) or acquire any assets for any REMIC or sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain, or
accept any contributions to any REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of any of REMIC I, REMIC II
or REMIC III as a REMIC or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause any REMIC to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Insurer,
the Depositor, the REMIC Administrator and the Master Servicer for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Insurer, the Depositor or the Master Servicer,
as a result of a breach of the Trustee's covenants set forth in Article VIII or
this Article X. In the event that Residential Funding is no longer the Master
Servicer, the Trustee shall indemnify Residential Funding for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by Residential Funding as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
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(b) The REMIC Administrator agrees to indemnify the Trust Fund,
the Insurer, the Depositor, the Master Servicer and the Trustee for any taxes
and costs (including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Insurer, the Depositor, the Master
Servicer or the Trustee, as a result of a breach of the REMIC Administrator's
covenants set forth in this Article X with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax 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
Insurer, the Depositor, the REMIC Administrator and the Trustee for any taxes
and costs (including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Insurer, the Depositor or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
this Article X or in Article III with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master Servicer that contain
errors or omissions.
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ARTICLE X
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Master Servicer and the Trustee, with the
consent of the Insurer and without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II or REMIC III as REMICs at all times
that any Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(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 (without taking into account the
Policy), 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 the Trust Fund provided that (A) such change shall not
result in reduction of the rating assigned to any such Class of
Certificates below the lower of the then- current rating or the rating
assigned to such Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect, and (B) such change shall
not, as evidenced by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate or add such provisions), cause the Trust
Fund or any of the Certificateholders
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(other than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(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 and is authorized or permitted under
Section 11.09(d).
(b) This Agreement or any Custodial Agreement may also be amended
from time to time with the consent of the Insurer by the Depositor, the Master
Servicer, the Trustee and the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(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) adversely affect in any material respect the interest
of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of
Certificates of such Class evidencing, as to such Class, Percentage
Interests aggregating not less than 66%, or
(iii) 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 (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment will not result in the imposition of a federal tax on the Trust
Fund or cause REMIC I, REMIC II or REMIC III to fail to qualify as REMICs at any
time that any Certificate is outstanding. The Trustee may but shall not be
obligated to enter into any amendment pursuant to this Section that affects its
rights, duties and immunities and this agreement or otherwise; provided however,
such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the
Trustee shall furnish written notification of the substance of such amendment to
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the
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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 Depositor shall have the option, in its sole discretion,
to obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the REMIC.
To the extent that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the REMIC to
any such reserve fund shall be treated as amounts distributed by the REMIC to
the Depositor or any successor, all within the meaning of Treasury regulations
Section 1.860G-2(h). In connection with the provision of any such instrument or
fund, this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Depositor and such related insurer but without the consent of any
Certificateholder and without the consent of the Master Servicer or the Trustee
being required unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Certificateholders, the
Master Servicer or the Trustee, as applicable; provided that the Depositor
obtains an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any Certificate is outstanding. In the event that the Depositor
elects to provide such coverage in the form of a limited guaranty provided by
General Motors Acceptance Corporation, the Depositor may elect that the text of
such amendment to this Agreement shall be substantially in the form attached
hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate
Loss Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit L, with such changes as the
Depositor shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
Section 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 the
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Insurer or the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee and the Insurer a written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates of any Class evidencing in the aggregate
not less than 25% of the related Percentage Interests of such Class, shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Insurer shall have
given its written consent and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
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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.
All demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Depositor; (b) in the
case of the Master Servicer, 2255 North Ontario Street, Burbank, California
91504-3120, Attention: Bond Administration or such other address as may be
hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (c) in the case of the Trustee, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Residential Asset Mortgage Products
Inc. Series 2000-RS1 or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee; (d) in the case of
Standard & Poor's, 55 Water Street, New York, New York 10041 Attention: Mortgage
Surveillance or such other address as may be hereafter furnished to the
Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Fitch, One State Street Plaza, New York, New York 10004 or such other address as
may be hereafter furnished to the Depositor, the Trustee and the Master Servicer
in writing by Fitch; (f) in the case of the Insurer, Ambac Assurance
Corporation, One State Street Plaza, New York, New York 10004, Attention:
Structured Finance--Mortgage Backed Securities or such other address as may be
hereafter furnished to the Depositor, the Trustee and the Master Servicer in
writing by the Insurer; and (g) in the case of BSFP or Bear, Stearns Capital
Markets Inc., 245 Park Avenue, New York, New York 10167, Attention: Joe
Jurkowski. 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. Notices to Rating Agencies and the Insurer.
The Depositor, the Master Servicer or the Trustee, as applicable,
shall notify each Rating Agency, the Insurer and each Subservicer at such time
as it is otherwise required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a), (b), (c), (d), (g),
(h), (i) or (j) below or provide a copy to each Rating Agency and the Insurer at
such time as otherwise required to be delivered pursuant to this Agreement of
any of the statements described in clauses (e) and (f) below:
(i) a material change or amendment to this Agreement,
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(ii) the occurrence of an Event of Default,
(iii)the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(iv) 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,
(v) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(vi) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(vii)a change in the location of the Custodial Account or the
Certificate Account,
(viii) 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 or the failure by the Master Servicer to meet the Annual
Servicing Test,
(ix) the occurrence of the Final Distribution Date, and
(x) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency, the Insurer and the Subservicer of
any such event known to the Master Servicer.
In addition to the above delivery requirements, the Depositor,
the Master Servicer or the Trustee, as applicable, shall provide a copy to the
Insurer, at such time as it otherwise is required to deliver pursuant to this
Agreement, of any other written confirmation, written notice or legal opinion.
Section 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 or
the Insurer.
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Section 11.08. Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition
of a separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary
provisions relating to the holding of the Resecuritized Certificates by the
Trustee, the establishment of the Restructuring Vehicle, the issuing of various
classes of new certificates by the Restructuring Vehicle and the distributions
to be made thereon, and any other provisions necessary to the purposes thereof.
In connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any of REMIC I, REMIC II or
REMIC III as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transaction as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code.
Section 11.09. Rights of the Insurer.
(a) The Insurer is an express third-party beneficiary of this Agreement.
(b) On each Distribution Date the Trustee shall forward to the
Insurer a copy of the reports furnished to the Class A Certificateholders and
the Depositor on such Distribution Date.
(c) The Trustee shall provide to the Insurer copies of any
report, notice, Opinion of counsel, Officer's Certificate, request for consent
or request for amendment to any document related hereto promptly upon the
Trustee's production or receipt thereof.
(d) Unless an Insurer Default exists, the Trustee and the
Depositor shall not agree to any amendment to this Agreement without first
having obtained the prior written consent of the Insurer, which consent shall
not be unreasonably withheld.
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(e) So long as there does not exist a failure by the Insurer to
make a required payment under the Policy, the Insurer shall have the right to
exercise all rights of the Holders of the Class A Certificates under this
Agreement without any consent of such Holders, and such Holders may exercise
such rights only with the prior written consent of the Insurer, except as
provided herein.
(f) The Insurer shall not be entitled to exercise any of its
rights hereunder so long as there exists a failure by the Insurer to make a
required payment under the Policy.
145
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
[Seal] By:
Name: Julie Steinhagen
Title: Vice President
Attest:
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal] By:
Name: Randy Van Zee
Title: Director
Attest:
Name: Julie Steinhagen
Title: Director
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
[Seal] By:
Name:
Title:
Attest:
Name:
Title:
STATE OF NEW YORK )
146
<PAGE>
) ss.:
COUNTY OF NEW YORK )
On the 28th day of March, 2000, before me, a notary public in and for
said State, personally appeared Julie Steinhagen, known to me to be a Vice
President of Residential Asset Mortgage Products Inc., 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]
147
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 2000, before me, a notary public in and for
said State, personally appeared Randy Van Zee, 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]
148
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 28th day of March, 2000, before me, a notary public in and for
said State, personally appeared ________________, known to me to be a First Vice
President of Bank One, National Association, a national banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
1
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT
OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 ("PLAN ASSETS"). ANY
TRANSFEREE OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
REPRESENT THAT IT COMPLIES WITH THIS RESTRICTION.
A-1
<PAGE>
Class A-__ Senior Certificate No. 1
[___]% Pass-Through Rate
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
March 1, 2000
First Distribution Date: Aggregate Initial Certificate Principal
April 25, 2000 Balance of the Class A-__
Certificates: $____________________
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Class A-__ Certificate:
$
Assumed Final Distribution Date: CUSIP:
-----------------------
March 25, 2030
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-RS1
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 lien mortgage loans sold
by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate, first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and Bank One, National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
A-2
<PAGE>
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class
A-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
This Certificate is entitled to the benefits of an irrevocable and
unconditional financial guaranty insurance policy issued by Ambac Assurance
Corporation (the "Policy").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans and the Policy, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without
limitation reimbursement to the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by
A-3
<PAGE>
the Depositor, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby and the
Insurer. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master
A-4
<PAGE>
Servicer (i) to purchase, at a price determined as provided in the Agreement,
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Class A
and Class SB Certificates from the Holders thereof; provided, that any such
option may only be exercised if the aggregate Stated Principal Balance of the
Mortgage Loans, as applicable, as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans, as applicable.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
Dated: March 28, 2000
Certificate of Authentication
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________ for the account of ________________account number
_________________ or if mailed by check to ______________________________.
Applicable statements should be mailed to __________________.
This information is provided by ___________________________ , the assignee
named above, or ____________________________ , as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE
MADE TO ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON
ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON
ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF
THE DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 ("PLAN
ASSETS") UNLESS EITHER (I) THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER
ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF
THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED WITH A
CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT IN THE FORM OF
EXHIBIT O TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER
INQUIRY OR INVESTIGATION.
[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
FEBRUARY 24, 2000. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT __% OF
B-1
<PAGE>
THE CONSTANT PREPAYMENT RATE (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS
CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID PER $________ 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 $_________ OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE CONSTANT PREPAYMENT RATE OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. 1
Class SB-__ Subordinate
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
March 1, 2000
First Distribution Date: Aggregate Certificate Principal Balance
April 25, 2000 of the Class SB-__ Certificates:
$----------
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Certificate: $__________
Assumed Final CUSIP:____________
Distribution Date:
March 25, 2030
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-RS1
evidencing a percentage interest in the distributions allocable to the
Class SB-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and Bank One, National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings
B-3
<PAGE>
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class SB-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
Payments of principal on the Mortgage Loans and any Realized Losses incurred in
respect thereof.
No transfer of this Class SB-__ Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be
made to any Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan
Assets") unless the Depositor, the Trustee and the Master Servicer are provided
with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase
B-4
<PAGE>
of this Certificate is permissible under applicable law, will not constitute or
result in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Master Servicer, the Trustee or the Trust
Fund to any obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in the
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Master Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of
Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring this Certificate with Plan Assets of a Plan
may provide a certification in the form of Exhibit O to the Agreement, which the
Trustee may rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders and the Insurer may be made by the Master Servicer from time
to time for purposes other than distributions to Certificateholders, such
purposes including without limitation reimbursement to the Depositor and the
Master Servicer of advances made, or certain expenses incurred, by either of
them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the Insurer
and the Holders of Certificates evidencing in the aggregate not less than 66% of
the Percentage Interests of each Class of Certificates affected thereby and the
Insurer. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any 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
B-5
<PAGE>
new Certificates of authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the
Class A and Class SB Certificates from the Holders thereof; provided, that any
such option may only be exercised if the aggregate Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: March 28, 2000 BANK ONE, NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION, as
Certificate Registrar
By:
Authorized Signatory
<PAGE>
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.
<PAGE>
EXHIBIT C
[RESERVED]
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EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS [R-I] [R-II] [R-III] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS [R-I] [R-II] [R-III] CERTIFICATE IS SUBORDINATE TO THE CLASS A
CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS
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EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
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<PAGE>
Class [R-I] [R-II] [R-III] Certificate No. 1
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
March 1, 2000
First Distribution Date: Initial Certificate Principal
April 25, 2000 Balance of this Certificate: $0.00
Master Servicer: CUSIP:____________
Residential Funding Corporation
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2000-RS1
evidencing a percentage interest in any distributions allocable to the
Class [R-I] [R- II] [R-III] Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate, first lien mortgage loans sold by RESIDENTIAL MORTGAGE
PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by
Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate, first lien mortgage loans (the "Mortgage
Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and Bank One, National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding
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<PAGE>
the month of such distribution (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to Holders of Class R Certificates on such
Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class [R-I] [R-II] [R-III] Certificate will be made
unless such transfer is exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities laws or
is made in accordance with said Act and laws. In the event that such a transfer
is to be made, (i) the Trustee or the Depositor may require an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee and
the Depositor that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be
made to any Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan
Assets") unless the Depositor, the Trustee and the Master Servicer are provided
with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master
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<PAGE>
Servicer, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Depositor, the Master Servicer, the Trustee or the
Trust Fund. In lieu of such Opinion of Counsel, a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with Plan Assets of a Plan may provide a certification in the form
of paragraph fourteen of Exhibit H-1 to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without
limitation reimbursement to the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby and the Insurer. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
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<PAGE>
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the related Certificates. The Agreement permits, but does not require, the
Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the Loans, as
applicable, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Principal
Balance of the Loans, as applicable.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
Dated: March 28, 2000
Certificate of Authentication
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By:
Authorized Signatory
This is one of the Class [R-I] [R-II] [R-III] Certificates referred to
in the within-mentioned Agreement.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________ for the account of _________________ account
number _______________ or if mailed by check to ______________________________.
Applicable statements should be mailed to: ____________________________.
This information is provided by ____________________________________,
the assignee named above, or ____________________________________, as its agent.
<PAGE>
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of March 1, 2000, by and among BANK ONE,
NATIONAL ASSOCIATION, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC., as company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as
custodian (together with any successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
- - - - - - - - - - - - - -
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of March 1, 2000,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RS1 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
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ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver
to the Trustee and the Insurer an Initial Certification in the form annexed
hereto as Exhibit One evidencing receipt of a Mortgage File for each Mortgage
Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule"). The
parties hereto acknowledge that certain documents referred to in Subsection
2.01(b)(i) of the Pooling Agreement may be missing on or prior to the Closing
Date and such missing documents shall be listed as a Schedule to Exhibit One.
(b) Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders and the Insurer, to
review in accordance with the provisions of Section 2.02 of the Pooling
Agreement each Mortgage File and to deliver to the Trustee and the Insurer an
Interim Certification in the form annexed hereto as Exhibit Two to the effect
that all documents required to be delivered pursuant to Section 2.01(b) of the
Pooling Agreement have been executed and received and that such documents relate
to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. For
purposes of such review, the Custodian shall compare the following information
in each Mortgage File to the corresponding information in the Mortgage Loan
Schedule: (i) the loan number, (ii) the borrower name, (iii) the borrower
address (including city and state) and (iv) the original principal balance. The
Custodian shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face. If in performing the review required by this
Section 2.3 the Custodian finds any document or documents constituting a part of
a Mortgage File to be missing or defective in respect of the items reviewed as
described in this Section 2.3(b), the Custodian shall promptly so notify the
Company, the Master Servicer and the
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Trustee. Upon receipt of a Request for Release from the Master Servicer, signed
by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as the
case may be, has made a deposit into the Certificate Account in payment for the
purchase of the related Mortgage Loan in an amount equal to the Purchase Price
for such Mortgage Loan or (ii) the Company has chosen to substitute a Qualified
Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to
the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans required to be delivered pursuant to
Section 2.01(b) of the Pooling Agreement not then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or the Insurance Agreement or by a Seller in a Seller's Agreement or
by Residential Funding or the Company in the Assignment Agreement with respect
to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II
of the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer shall immediately
notify the Custodian by delivering to the Custodian a Request for Release in the
form of Exhibit H to the Pooling Agreement and shall request delivery to it of
the Mortgage File. The Custodian agrees, upon receipt of such Request for
Release, promptly to release to the Master Servicer the related Mortgage File.
Upon written notification of a substitution, the Master Servicer shall deliver
to the Custodian and the Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan, upon receiving written notification from the Master
Servicer of such substitution.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public
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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 to the Custodian an updated Request for Release signed by a
Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Immediately upon receipt of any Mortgage File returned to the
Custodian by the Master Servicer, the Custodian shall deliver a signed
acknowledgment to the Master Servicer, confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian will send
to the Master Servicer copies of any documents contained in the Mortgage File.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any
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negligent act, negligent failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its duties hereunder,
the indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed upon it
as such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting
E-5
<PAGE>
-6-
from any merger, conversion or consolidation to which the Custodian shall be a
party, or any Person succeeding to the business of the Custodian, shall be the
successor of the Custodian hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
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<PAGE>
-7-
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 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: BANK ONE, NATIONAL ASSOCIATION
as Trustee
One North State Street, 9th Floor By:__________________________
Chicago, Illinois 60602 Name:
Attention: Residential Asset Mortgage Title:
Products, Inc., Series 2000-RS1
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name: Julie Steinhagen
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name: Randy Van Zee
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
1015 Tenth Avenue S.E.
Minneapolis, Minnesota 55414
By:
Name: Leigh Taylor
Title: Assistant Vice President
E-8
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the ____ day of March, 2000, before me, a notary public in and
for said State, personally appeared ___________________, known to me to be a
_________________ of Bank One, National Association, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-9
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of March, 2000, before me, a notary public in and
for said State, personally appeared Julie Steinhagen, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the ___ day of March, 2000, before me, a notary public in and
for said State, personally appeared, Randy Van Zee, 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]
E-10
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of March, 2000, before me, a notary public in and
for said State, personally appeared __________________ known to me to be a Trust
Officer of Norwest Bank Minnesota, National Association, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-11
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 28, 2000
Bank One, National Association Ambac Assurance Corporation
One Bank One Plaza One State Street Plaza
Suite IL-0126 New York, New York 10004
Chicago, Illinois 60607-0126
Attention: Residential Asset Mortgage Products, Inc., Series 2000-RS1
Re: Custodial Agreement, dated as of March 1, 2000, by and among Bank
One, National Association, Residential Asset Mortgage Products,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RS1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
E-1
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 200__
Bank One, National Association Ambac Assurance Corporation
One Bank One Plaza One State Street Plaza
Suite IL-0126 New York, New York 10004
Chicago, Illinois 60607-0126
Attention: Residential Asset Mortgage Products, Inc., Series 2000-RS1
Re: Custodial Agreement, dated as of March 1, 2000, by and among Bank
One, National Association, Residential Asset Mortgage Products,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RS1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
E-2
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 200__
Bank One, National Association Ambac Assurance Corporation
One Bank One Plaza One State Street Plaza
Suite IL-0126 New York, New York 10004
Chicago, Illinois 60607-0126
Attention: Residential Asset Mortgage Products, Inc., Series 2000-RS1
Re: Custodial Agreement, dated as of March 1, 2000, by and among Bank
One, National Association, Residential Asset Mortgage Products,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RS1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing with respect to each such Mortgage 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 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 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) 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) With respect to each Mortgage Loan, the original recorded
assignment or assignments of the Mortgage showing an unbroken chain of
title from the originator thereof
E-3
<PAGE>
to the Person assigning it to the Trustee, 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.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
E-4
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 03/17/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.20.40 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2000-RS1 FIXED CUTOFF : 03/01/00
POOL : 0004428
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
---------------------------------------------------------------------------
1122535 .2500
112,075.46 .0500
11.0000 .0000
10.7500 .1680
10.5320 .0000
10.5320 .0000
1191705 .3750
111,325.15 .0500
11.2500 .0000
10.8750 .1680
10.6570 .0000
10.6570 .0000
1218630 .5000
307,903.79 .0500
11.1250 .0000
10.6250 .1680
10.4070 .0000
10.4070 .0000
1223809 .2500
400,781.68 .0500
10.3750 .0000
10.1250 .1680
9.9070 .0000
9.9070 .0000
1227045 .5000
300,053.07 .0500
10.1000 .0000
9.6000 .1680
9.3820 .0000
9.3820 .0000
1231757 .2500
221,332.80 .0500
10.2500 .0000
10.0000 .1680
9.7820 .0000
9.7820 .0000
1
1241654 .2500
379,546.80 .0500
10.0000 .0000
9.7500 .1680
9.5320 .0000
9.5320 .0000
1259457 .5000
125,070.56 .0500
9.6250 .0000
9.1250 .1680
8.9070 .0000
8.9070 .0000
1280341 .2500
195,625.18 .0500
9.1250 .0000
8.8750 .1680
8.6570 .0000
8.6570 .0000
1283682 .6000
232,501.61 .0500
9.3500 .0000
8.7500 .1680
8.5320 .0000
8.5320 .0000
1287107 .2500
70,748.36 .0500
8.8750 .0000
8.6250 .1680
8.4070 .0000
8.4070 .0000
1407023 .5000
40,948.19 .0500
11.8750 .0000
7.1250 .1680
6.9070 .0000
6.9070 .0000
1644906 .5000
26,379.86 .0500
8.9900 .0000
8.4900 .1680
8.2720 .0000
8.2720 .0000
1655788 .2500
62,558.87 .0500
9.0000 .0000
8.7500 .1680
8.5320 .0000
8.5320 .0000
1
1661708 .2500
85,996.73 .0500
10.7500 .0000
10.5000 .1680
10.2820 .0000
10.2820 .0000
1714654 .2500
137,789.74 .0500
8.5000 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
1721799 .2500
101,295.09 .0500
8.2500 .0000
8.0000 .1680
7.7820 .0000
7.7820 .0000
1730955 .2500
262,351.68 .0500
7.2500 .0000
7.0000 .1680
6.7820 .0000
6.7820 .0000
1752249 .2500
201,887.03 .0500
8.1250 .0000
7.8750 .1680
7.6570 .0000
7.6570 .0000
1753791 .2500
24,797.94 .0500
7.7500 .0000
7.5000 .1680
7.2820 .0000
7.2820 .0000
1758780 .2500
340,646.84 .0500
7.0000 .0000
6.7500 .1680
6.5320 .0000
6.5320 .0000
1761694 .2500
216,938.38 .0500
7.6250 .0000
7.3750 .1680
7.1570 .0000
7.1570 .0000
1
1761846 .2500
73,975.04 .0500
7.6250 .0000
7.3750 .1680
7.1570 .0000
7.1570 .0000
1761850 .2500
134,732.70 .0500
7.5000 .0000
7.2500 .1680
7.0320 .0000
7.0320 .0000
1761851 .2500
95,167.39 .0500
7.6250 .0000
7.3750 .1680
7.1570 .0000
7.1570 .0000
1761852 .2500
151,177.80 .0500
8.2500 .0000
8.0000 .1680
7.7820 .0000
7.7820 .0000
1796572 .2500
71,013.59 .0500
8.5000 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
1807381 .2500
76,886.53 .0500
8.7500 .0000
8.5000 .1680
8.2820 .0000
8.2820 .0000
1808998 .2500
26,054.76 .0500
9.0000 .0000
9.7500 .1680
9.5320 .0000
9.5320 .0000
1809012 .2500
18,852.23 .0500
13.7500 .0000
10.2500 .1680
10.0320 .0000
10.0320 .0000
1
1816077 .2500
32,958.41 .0500
8.1250 .0000
7.8750 .1680
7.6570 .0000
7.6570 .0000
1816909 .2500
40,104.32 .0500
8.0000 .0000
7.7500 .1680
7.5320 .0000
7.5320 .0000
1842718 .2500
59,983.44 .0500
7.3750 .0000
7.1250 .1680
6.9070 .0000
6.9070 .0000
1846903 .2500
69,979.26 .0500
7.5000 .0000
7.2500 .1680
7.0320 .0000
7.0320 .0000
1856107 .2500
74,228.06 .0500
8.1250 .0000
7.8750 .1680
7.6570 .0000
7.6570 .0000
1857149 .2500
296,858.77 .0500
6.6250 .0000
6.3750 .1680
6.1570 .0000
6.1570 .0000
1867900 .2500
111,352.52 .0500
7.8750 .0000
7.6250 .1680
7.4070 .0000
7.4070 .0000
1871584 .2500
111,950.97 .0500
7.8750 .0000
7.6250 .1680
7.4070 .0000
7.4070 .0000
1
1872310 .2500
149,774.21 .0500
6.7500 .0000
6.5000 .1680
6.2820 .0000
6.2820 .0000
1875494 .2500
261,566.32 .0500
7.5000 .0000
7.2500 .1680
7.0320 .0000
7.0320 .0000
1892380 .2500
35,732.01 .0500
8.1250 .0000
7.8750 .1680
7.6570 .0000
7.6570 .0000
1892944 .2500
30,895.02 .0500
7.6250 .0000
7.3750 .1680
7.1570 .0000
7.1570 .0000
1902887 .2500
147,338.18 .0500
7.8750 .0000
7.6250 .1680
7.4070 .0000
7.4070 .0000
1903976 .2500
66,641.35 .0500
8.3750 .0000
8.1250 .1680
7.9070 .0000
7.9070 .0000
1906681 .2500
53,274.40 .0500
8.2500 .0000
8.0000 .1680
7.7820 .0000
7.7820 .0000
1906760 .2500
238,342.74 .0500
8.5000 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
1
1907524 .2500
69,565.79 .0500
8.0000 .0000
7.7500 .1680
7.5320 .0000
7.5320 .0000
1911656 .2500
614,907.30 .0500
7.1250 .0000
6.8750 .1680
6.6570 .0000
6.6570 .0000
1912075 .2500
329,339.01 .0500
7.7500 .0000
7.5000 .1680
7.2820 .0000
7.2820 .0000
1916880 .5000
155,298.24 .0500
10.1000 .0000
9.6000 .1680
9.3820 .0000
9.3820 .0000
1917172 .5000
49,700.07 .0500
10.6500 .0000
10.1500 .1680
9.9320 .0000
9.9320 .0000
1921202 .2500
376,562.42 .0500
7.7500 .0000
7.5000 .1680
7.2820 .0000
7.2820 .0000
1922552 .2500
165,711.84 .0500
7.2500 .0000
7.0000 .1680
6.7820 .0000
6.7820 .0000
1922661 .2500
506,519.39 .0500
7.2500 .0000
7.0000 .1680
6.7820 .0000
6.7820 .0000
1
1924050 .2500
54,468.48 .0500
8.1250 .0000
7.8750 .1680
7.6570 .0000
7.6570 .0000
1924453 .2500
178,413.17 .0500
10.5000 .0000
10.2500 .1680
10.0320 .0000
10.0320 .0000
1929660 .2500
330,039.46 .0500
9.0000 .0000
8.7500 .1680
8.5320 .0000
8.5320 .0000
1930550 .5000
56,793.62 .0500
10.7000 .0000
10.2000 .1680
9.9820 .0000
9.9820 .0000
1933187 .2500
60,314.04 .0500
8.5000 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
1934423 .5000
135,128.56 .0500
11.9900 .0000
11.4900 .1680
11.2720 .0000
11.2720 .0000
1934432 .5000
96,738.40 .0500
10.9900 .0000
10.4900 .1680
10.2720 .0000
10.2720 .0000
1935610 .2500
147,888.69 .0500
8.7500 .0000
8.5000 .1680
8.2820 .0000
8.2820 .0000
1
1937216 .2500
352,758.27 .0500
7.8750 .0000
7.6250 .1680
7.4070 .0000
7.4070 .0000
1937416 .5000
103,288.63 .0500
12.6750 .0000
12.1750 .1680
11.9570 .0000
11.9570 .0000
1940700 .5000
31,799.81 .0500
12.5000 .0000
12.0000 .1680
11.7820 .0000
11.7820 .0000
1940707 .5000
61,418.49 .0500
10.6250 .0000
10.1250 .1680
9.9070 .0000
9.9070 .0000
1941528 .2500
46,962.50 .0500
8.7500 .0000
8.5000 .1680
8.2820 .0000
8.2820 .0000
1948893 .3750
37,888.31 .0500
10.7500 .0000
10.3750 .1680
10.1570 .0000
10.1570 .0000
1951207 .6250
73,820.00 .0500
11.1500 .0000
10.5250 .1680
10.3070 .0000
10.3070 .0000
1952764 .5000
30,671.55 .0500
6.7500 .0000
6.2500 .1680
6.0320 .0000
6.0320 .0000
1
1952957 .2500
447,922.18 .0500
9.4500 .0000
9.2000 .1680
8.9820 .0000
8.9820 .0000
1953089 .2500
286,808.96 .0500
8.2500 .0000
8.0000 .1680
7.7820 .0000
7.7820 .0000
1953650 .2500
59,740.07 .0500
8.5000 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
1953653 .2500
55,723.36 .0500
8.8750 .0000
8.6250 .1680
8.4070 .0000
8.4070 .0000
1953655 .2500
105,544.88 .0500
9.6250 .0000
9.3750 .1680
9.1570 .0000
9.1570 .0000
1954709 .2500
147,779.89 .0500
9.5000 .0000
9.2500 .1680
9.0320 .0000
9.0320 .0000
1954791 .3750
105,617.72 .0500
10.9900 .0000
10.6150 .1680
10.3970 .0000
10.3970 .0000
1955644 .2500
147,064.47 .0500
8.0000 .0000
7.7500 .1680
7.5320 .0000
7.5320 .0000
1
1955722 .5000
51,617.71 .0500
11.6550 .0000
11.1550 .1680
10.9370 .0000
10.9370 .0000
1955731 .3750
130,264.02 .0500
8.0000 .0000
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12.1820 .0000
3252123 .5000
21,908.41 .0500
15.0000 .0000
14.5000 .1680
14.2820 .0000
14.2820 .0000
3252124 .5000
76,839.33 .0500
9.9000 .0000
9.4000 .1680
9.1820 .0000
9.1820 .0000
1
3252125 .5000
74,134.30 .0500
13.5000 .0000
13.0000 .1680
12.7820 .0000
12.7820 .0000
3252126 .5000
34,894.46 .0500
14.2500 .0000
13.7500 .1680
13.5320 .0000
13.5320 .0000
3252127 .5000
10,432.94 .0500
14.0000 .0000
13.5000 .1680
13.2820 .0000
13.2820 .0000
3252128 .5000
17,951.87 .0500
9.9900 .0000
9.4900 .1680
9.2720 .0000
9.2720 .0000
3252129 .5000
55,808.90 .0500
14.9500 .0000
14.4500 .1680
14.2320 .0000
14.2320 .0000
3252130 .5000
15,085.49 .0500
14.9900 .0000
14.4900 .1680
14.2720 .0000
14.2720 .0000
3252131 .5000
20,728.78 .0500
13.7500 .0000
13.2500 .1680
13.0320 .0000
13.0320 .0000
3252132 .5000
121,844.62 .0500
8.7500 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
1
3252133 .5000
22,407.28 .0500
14.0000 .0000
13.5000 .1680
13.2820 .0000
13.2820 .0000
3252134 .5000
59,208.87 .0500
12.5000 .0000
12.0000 .1680
11.7820 .0000
11.7820 .0000
3252135 .5000
82,227.32 .0500
10.7500 .0000
10.2500 .1680
10.0320 .0000
10.0320 .0000
3252136 .5000
45,576.39 .0500
12.5400 .0000
12.0400 .1680
11.8220 .0000
11.8220 .0000
3252137 .5000
163,548.90 .0500
8.5500 .0000
8.0500 .1680
7.8320 .0000
7.8320 .0000
3252140 .5000
48,428.90 .0500
11.4500 .0000
10.9500 .1680
10.7320 .0000
10.7320 .0000
3252141 .5000
29,164.45 .0500
14.6700 .0000
14.1700 .1680
13.9520 .0000
13.9520 .0000
3252142 .5000
42,773.51 .0500
14.0400 .0000
13.5400 .1680
13.3220 .0000
13.3220 .0000
1
3252143 .5000
18,925.51 .0500
14.5000 .0000
14.0000 .1680
13.7820 .0000
13.7820 .0000
3252144 .5000
32,949.39 .0500
11.2500 .0000
10.7500 .1680
10.5320 .0000
10.5320 .0000
3252145 .5000
37,012.39 .0500
12.9900 .0000
12.4900 .1680
12.2720 .0000
12.2720 .0000
3252146 .5000
9,306.61 .0500
12.3000 .0000
11.8000 .1680
11.5820 .0000
11.5820 .0000
3252147 .5000
10,204.78 .0500
12.3000 .0000
11.8000 .1680
11.5820 .0000
11.5820 .0000
3252148 .5000
99,355.36 .0500
11.5000 .0000
11.0000 .1680
10.7820 .0000
10.7820 .0000
3252149 .5000
54,378.85 .0500
7.2500 .0000
6.7500 .1680
6.5320 .0000
6.5320 .0000
3252151 .5000
279,346.86 .0500
8.0000 .0000
7.5000 .1680
7.2820 .0000
7.2820 .0000
1
3252152 .5000
27,881.59 .0500
12.7200 .0000
12.2200 .1680
12.0020 .0000
12.0020 .0000
3252153 .5000
12,453.78 .0500
16.0000 .0000
15.5000 .1680
15.2820 .0000
15.2820 .0000
3252154 .5000
71,224.65 .0500
16.0000 .0000
15.5000 .1680
15.2820 .0000
15.2820 .0000
3252155 .5000
15,435.98 .0500
14.2000 .0000
13.7000 .1680
13.4820 .0000
13.4820 .0000
3252156 .5000
137,263.62 .0500
8.5000 .0000
8.0000 .1680
7.7820 .0000
7.7820 .0000
3252157 .5000
10,447.17 .0500
9.4900 .0000
8.9900 .1680
8.7720 .0000
8.7720 .0000
3252158 .5000
29,992.89 .0500
8.7500 .0000
8.2500 .1680
8.0320 .0000
8.0320 .0000
3252159 .5000
159,271.46 .0500
8.1250 .0000
7.6250 .1680
7.4070 .0000
7.4070 .0000
1
3252160 .5000
211,171.58 .0500
9.9500 .0000
9.4500 .1680
9.2320 .0000
9.2320 .0000
3252161 .5000
69,379.83 .0500
12.8000 .0000
12.3000 .1680
12.0820 .0000
12.0820 .0000
3252162 .5000
100,343.79 .0500
13.9000 .0000
13.4000 .1680
13.1820 .0000
13.1820 .0000
3252163 .5000
33,902.82 .0500
14.4900 .0000
13.9900 .1680
13.7720 .0000
13.7720 .0000
TOTAL NUMBER OF LOANS: 610
TOTAL BALANCE........: 69,984,439.91
1
RUN ON : 03/17/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.20.40 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2000-RS1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/00
POOL : 0004428
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 8.7774 6.6250 16.5000
RFC NET RATE 8.4554 6.2500 16.0000
NET MTG RATE(INVSTR RATE) 8.2374 6.0320 15.7820
POST STRIP RATE 8.2374 6.0320 15.7820
SUB SERV FEE .3220 .2500 2.0000
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .1680 .1680 .1680
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 610
TOTAL BALANCE........: 69,984,439.91
***************************
* END OF REPORT *
***************************
1
RUN ON : 03/17/00 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.20.40 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2000-RS1 FIXED CUTOFF : 03/01/00
POOL : 0004428
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1122535 478/670 F 127,500.00 ZZ
360 112,075.46 1
6120 VAN NOORD AVENUE 11.000 1,214.21 75
10.750 1,214.21 170,000.00
VAN NUYS AREA CA 91401 1 05/14/87 00
3115621373 05 07/01/87 0
O 06/01/17
0
1191705 228/158 P 110,400.00 ZZ
360 111,325.15 1
12626 NASTURTIUM DRIVE 11.250 821.23 80
10.875 1,179.00 138,000.00
RANCHO CUCAMONG CA 91720 1 07/10/89 04
8006942 05 09/01/89 17
00016702170 O 08/01/19
0
1218630 372/600 P 300,000.00 ZZ
360 307,903.79 1
16303 PLACERITA CANYON ROAD 11.125 2,208.15 65
10.625 3,170.10 465,000.00
NEWHALL CA 91321 5 11/29/90 00
320033277 05 02/01/91 0
1952118 O 01/01/21
0
1223809 459/550 F 433,600.00 ZZ
360 400,781.68 1
3415 PLATEAU DRIVE 10.375 3,925.84 80
10.125 3,925.84 542,000.00
BELMONT CA 94002 1 11/20/90 00
120044180000000 05 02/01/91 0
1
021004418 O 01/01/21
0
1227045 478/P65 F 325,000.00 ZZ
360 300,053.07 1
4924 AGNES AVENUE 10.100 2,876.15 69
9.600 2,876.15 475,000.00
NORTH HOLLYWOOD CA 91607 5 02/07/91 00
800092769 05 04/01/91 0
1108311 O 03/01/21
0
1231757 150/600 F 239,000.00 ZZ
360 221,332.80 1
2010 ESCARPA DRIVE 10.250 2,141.68 61
10.000 2,141.68 397,500.00
LOS ANGELES CA 90041 5 02/22/91 00
320057672 05 04/01/91 0
6646506 O 03/01/21
0
1241654 492/600 F 395,485.20 ZZ
306 379,546.80 1
1300 HILLCREST DRIVE 10.000 3,561.09 68
9.750 3,561.09 590,000.00
POMONA CA 91768 5 09/01/96 00
320135239 05 10/01/96 0
200051969 O 03/01/22
0
1259457 177/388 F 207,600.00 ZZ
180 125,070.56 1
7709 SUMAC ROAD 9.625 2,183.50 80
9.125 2,183.50 259,500.00
IRVING TX 75063 1 07/30/91 00
9738568 03 09/01/91 0
2044145 O 08/01/06
0
1280341 070/070 F 211,450.00 ZZ
360 195,625.18 1
1864 AVENIDA SEGOVIA 9.125 1,720.43 90
8.875 1,720.43 235,000.00
OCEANSIDE CA 92056 2 02/10/92 04
6378233 03 04/01/92 17
6378233 O 03/01/22
0
1
1283682 169/047 F 250,000.00 ZZ
360 232,501.61 1
6757 N. LEMAI AVENUE 9.350 2,074.84 58
8.750 2,074.84 435,000.00
LINCOLNWOOD IL 60646 2 04/27/92 00
147645238 05 06/01/92 0
8224285 O 05/01/22
0
1287107 637/637 F 77,000.00 ZZ
360 70,748.36 1
4129 SETON CIRCLE 8.875 612.65 60
8.625 612.65 129,950.00
PALM HARBOR FL 34687 1 06/05/92 00
1862473 03 08/01/92 0
1862473 O 07/01/22
0
1407023 878/C05 F 52,250.00 ZZ
360 40,948.19 1
1480 BURNING TREE 11.875 532.42 95
7.125 386.03 55,500.00
FLORISSANT MO 63033 1 11/01/84 12
3070380 05 01/01/85 25
10018770 O 12/01/14
1666824212
1644906 K39/H74 F 28,250.00 ZZ
240 26,379.86 1
1743 DARLEY AVENUE 8.990 254.00 59
8.490 254.00 48,500.00
BALTIMORE MD 21213 2 01/17/97 00
0153221 05 02/23/97 0
1000657 O 01/23/17
1666824261
1655788 172/H74 F 69,427.00 ZZ
360 62,558.87 1
710 FOREST BROOK DRIVE 9.000 558.63 94
8.750 558.63 73,900.00
GREENSBORO NC 27406 1 05/12/94 00
0160234 05 07/01/94 0
20283167 O 06/01/24
1666824266
1661708 457/457 F 95,000.00 ZZ
360 85,996.73 1
30 HOLLINGSWORTH STREET 10.750 886.81 87
10.500 886.81 110,000.00
1
MATTAPAN MA 02126 1 02/27/89 01
308055 05 04/01/89 17
308055 O 03/01/19
1666972737
1714654 E22/K05 F 140,000.00 T
360 137,789.74 1
356 GREELEY 8.500 1,076.48 80
8.250 1,076.48 175,000.00
DAVENPORT FL 33837 1 02/17/98 00
0410697155 03 04/01/98 0
410697155 O 03/01/28
0
1721799 486/G02 F 102,250.00 T
360 101,295.09 1
250 SOUTHEAST 44TH STREET 8.250 768.18 80
8.000 768.18 127,830.00
CAPE CORAL FL 33904 1 12/15/98 00
0431168442 05 02/01/99 0
BS00118 O 01/01/29
0
1730955 K56/K06 F 279,500.00 ZZ
360 262,351.68 1
34235 FRY ROAD SE 7.250 1,906.68 65
7.000 1,906.68 430,000.00
ALBANY OR 97321 5 04/13/98 00
0430744599 05 06/01/98 0
000 O 05/01/28
0
1752249 A26/K05 F 215,000.00 ZZ
180 201,887.03 3
2155 BAYRIDGE PARKWAY 8.125 2,070.20 69
7.875 2,070.20 313,000.00
BROOKLYN NY 11204 2 05/29/98 00
0430843011 05 08/01/98 0
9145644 O 07/01/13
0
1753791 E22/K05 F 38,000.00 ZZ
180 24,797.94 1
6412 UTICA STREET 7.750 357.68 28
7.500 357.68 135,900.00
ARVADA CO 80003 1 05/28/98 00
0410891683 05 07/01/98 0
410891683 O 06/01/13
0
1
1758780 J53/J53 F 365,000.00 ZZ
180 340,646.84 1
1901 CLUB VIEW 7.000 3,280.72 68
6.750 3,280.72 537,000.00
AMARILLO TX 79124 4 06/08/98 00
UNKNOWN 05 08/01/98 0
UNKNOWN O 07/01/13
0
1761694 G01/K06 F 221,454.23 ZZ
346 216,938.38 1
2400 S.W. 105 COURT 7.625 1,600.71 87
7.375 1,600.71 255,000.00
MIAMI FL 33165 2 04/03/98 14
1564641 05 07/01/98 25
1564641 O 04/01/27
0
1761846 G04/K06 F 76,162.04 ZZ
338 73,975.04 1
290 SCOTT CIRCLE 7.625 552.89 88
7.375 552.89 87,000.00
CALHOUN GA 30701 2 02/03/98 10
0430001008 05 05/01/98 30
1514289 O 06/01/26
0
1761850 K01/K01 F 138,598.91 ZZ
303 134,732.70 1
3204 SPRIGGS REQUEST 7.500 1,023.07 67
7.250 1,023.07 209,900.00
MITCHELLVILLE MD 20721 2 02/23/98 00
0459924023 09 05/01/98 0
1489624 O 07/01/23
0
1761851 G04/K06 F 97,458.97 ZZ
324 95,167.39 1
2 WEST COUNTRYSIDE DRIVE 7.625 708.07 86
7.375 708.07 113,500.00
BOILING SPRINGS PA 17007 2 02/16/98 04
0459904173 05 05/01/98 25
1415596 O 04/01/25
0
1761852 G01/K06 F 153,804.43 ZZ
339 151,177.80 1
1
2751 NE 52 STREET 8.250 1,174.10 74
8.000 1,174.10 210,000.00
LIGHTHOUSE POIN FL 33064 2 05/01/98 00
0430015818 05 07/01/98 0
1519841 O 09/01/26
0
1796572 M74/G02 F 75,000.00 ZZ
180 71,013.59 1
1726 NW 8TH AVENUE 8.500 738.55 80
8.250 738.55 94,000.00
FORT LAUDERDALE FL 33311 1 08/24/98 00
0431004126 05 10/01/98 0
980809 N 09/01/13
0
1807381 J96/G02 F 77,800.00 ZZ
360 76,886.53 1
3602 EGERTON CIR 8.750 612.06 90
8.500 612.06 86,450.00
SARASOTA FL 34233 1 09/11/98 23
0431028505 05 11/01/98 0
PP880029 N 10/01/28
0
1808998 593/593 F 46,130.93 ZZ
303 26,054.76 1
572 W 440 SO 9.000 418.26 67
9.750 418.26 69,100.00
OREM UT 84057 1 07/01/82 00
5398243 05 08/01/82 0
5398243 O 10/01/07
0
1809012 593/593 F 31,000.00 ZZ
360 18,852.23 1
1209 INDIANA AVE 13.750 362.35 76
10.250 274.40 41,000.00
SALT LAKE CITY UT 84104 1 10/22/80 00
5402755 05 12/01/80 0
5402755 O 11/01/10
0
1816077 168/168 F 33,350.00 ZZ
360 32,958.41 1
8563 NOONTIDE DRIVE 8.125 247.62 75
7.875 247.62 44,500.00
CANEADEA NY 14717 1 09/17/98 00
1838737 05 11/01/98 0
1
0189387378 O 10/01/28
0
1816909 K76/G02 F 40,600.00 ZZ
360 40,104.32 1
935 SATURN DRIVE, UNIT 122 8.000 297.91 70
7.750 297.91 58,000.00
COLORADO SPRING CO 80906 1 10/26/98 00
0431092352 01 12/01/98 0
1816909 N 11/01/28
0
1842718 623/G02 F 64,000.00 ZZ
180 59,983.44 1
74 BAYS AVENUE 7.375 588.75 80
7.125 588.75 80,000.00
GARDEN CITY GA 31408 1 08/28/98 00
0431116045 05 10/01/98 0
1170554 O 09/01/13
0
1846903 E22/G02 F 73,600.00 T
180 69,979.26 1
11031 SW 152 COURT 7.500 682.29 80
7.250 682.29 92,000.00
MIAMI FL 33196 1 11/03/98 00
0411083207 09 01/01/99 0
411083207 O 12/01/13
0
1856107 369/G02 F 75,000.00 T
360 74,228.06 1
2865 FALLING TREE 8.125 556.88 63
7.875 556.88 120,500.00
ORLANDO FL 32828 1 11/30/98 00
0431162569 03 01/01/99 0
0071005474 O 12/01/28
0
1857149 J95/J95 F 301,000.00 ZZ
360 296,858.77 1
1352 BRENTWOOD ROAD 6.625 1,927.34 78
6.375 1,927.34 388,800.00
YARDLEY PA 19067 2 11/13/98 00
9597915 05 01/01/99 0
9597915 O 12/01/28
0
1
1867900 B76/G02 F 112,500.00 ZZ
360 111,352.52 1
22437 LILAC 7.875 815.70 90
7.625 815.70 125,000.00
FARMINGTON MI 48336 1 01/26/99 10
0431262526 05 03/01/99 25
000247017 N 02/01/29
0
1871584 140/G02 F 113,400.00 ZZ
360 111,950.97 1
11210 CRYSTAL GLEN BOULEVARD 7.875 822.23 80
7.625 822.23 141,760.00
ORLANDO FL 32837 1 01/08/99 00
0431204478 05 03/01/99 0
448437 O 02/01/29
0
1872310 P27/G01 F 156,000.00 ZZ
180 149,774.21 1
614 MONUMENT AVENUE 6.750 1,380.46 73
6.500 1,380.46 215,000.00
PAGOSA SPRINGS CO 81147 5 02/17/99 00
0431251040 05 04/01/99 0
0000 O 03/01/14
0
1875494 H58/G01 F 264,000.00 ZZ
360 261,566.32 1
9727 BUNA COURT 7.500 1,845.93 75
7.250 1,845.93 356,000.00
ELK GROVE CA 95624 2 02/11/99 00
0431255215 05 04/01/99 0
31110 O 03/01/29
0
1892380 E76/G02 F 36,000.00 ZZ
360 35,732.01 1
407 WEST DULIN STREET 8.125 267.30 90
7.875 267.30 40,000.00
SHERMAN TX 75090 2 03/16/99 23
0431255249 05 05/01/99 0
000 N 04/01/29
0
1892944 B75/G02 F 31,200.00 ZZ
360 30,895.02 1
5625 DESOTO 7.625 220.83 80
UNIT 5101 7.375 220.83 39,000.00
1
HOUSTON TX 77055 1 01/12/99 00
0431270586 01 03/01/99 0
6293203 N 02/01/29
0
1902887 180/G02 F 148,500.00 ZZ
360 147,338.18 1
140 JOHNSON LANE 7.875 1,076.73 90
7.625 1,076.73 165,000.00
BETHPAGE TN 37022 5 03/26/99 04
0431307172 05 05/01/99 25
0013990536 O 04/01/29
0
1903976 676/676 F 68,000.00 T
180 66,641.35 1
2421 TUSITALA STREET 8.375 664.65 80
1901 8.125 664.65 85,000.00
HONOLULU HI 96815 1 07/08/99 00
300100319939 02 09/01/99 0
300100319939 O 08/01/14
0
1906681 229/G02 F 54,000.00 ZZ
360 53,274.40 1
805 NORTH 4TH AVENUE 8.250 405.69 90
#909 8.000 405.69 60,000.00
PHOENIX AZ 85003 1 05/14/99 10
0431347855 07 07/01/99 25
0016821043 O 06/01/29
0
1906760 593/G02 F 240,000.00 BB
360 238,342.74 1
1527 GRAYSTONE CANYON AVENUE 8.500 1,845.40 93
8.250 1,845.40 259,350.00
LAS VEGAS NV 89123 1 03/31/99 12
0431315456 03 05/01/99 30
0005717426 O 04/01/29
0
1907524 005/G02 F 70,000.00 T
360 69,565.79 1
13321 POLO CLUB ROAD 8.000 513.64 53
7.750 513.64 132,500.00
WELLINGTON FL 33414 1 05/25/99 00
0431341700 01 07/01/99 0
003010832081 O 06/01/29
0
1
1911656 J53/G01 F 620,000.00 ZZ
360 614,907.30 1
11 EDINBURGH DRIVE 7.125 4,177.06 80
6.875 4,177.06 775,000.00
MIDLAND TX 79707 2 04/19/99 00
0431332154 09 06/01/99 0
230090691 O 05/01/29
0
1912075 G52/G02 F 331,500.00 ZZ
360 329,339.01 1
38605 DESERT MIRAGE DRIVE 7.750 2,374.91 85
7.500 2,374.91 390,000.00
PALM DESERT CA 92260 5 05/11/99 00
0431335371 05 07/01/99 0
89500928 O 06/01/29
0
1916880 183/H74 F 156,000.00 ZZ
360 155,298.24 2
281 ASHFORD STREET 10.100 1,380.56 80
9.600 1,380.56 195,000.00
BROOKLYN NY 11207 5 05/04/99 00
1209139 05 06/10/99 0
800084407 N 05/10/29
0
1917172 183/H74 F 49,900.00 ZZ
360 49,700.07 4
135-141 N CLINTON AVE 10.650 462.07 66
10.150 462.07 76,000.00
KINGSTON NY 12401 5 04/30/99 00
1209147 05 06/01/99 0
800073561 N 05/01/29
0
1921202 E60/G01 F 378,750.00 ZZ
360 376,562.42 1
215&245 BRIDGE STREET 7.750 2,713.42 73
7.500 2,713.42 525,000.00
SAN LUIS OBISPO CA 93401 5 06/10/99 00
0431363126 05 08/01/99 0
511877 O 07/01/29
0
1922552 638/G01 F 170,000.00 ZZ
180 165,711.84 1
1
9535 DUFFER WAY 7.250 1,551.87 93
7.000 1,551.87 184,000.00
GAITHERSBURG MD 20886 5 06/10/99 10
0431366293 09 08/01/99 30
8893982 O 07/01/14
0
1922661 676/G01 F 510,000.00 ZZ
360 506,519.39 1
1766 HANAHANAI PLACE 7.250 3,507.21 60
7.000 3,507.21 850,000.00
HONOLULU HI 96821 4 06/18/99 00
0431370915 05 08/01/99 0
78300155078 O 07/01/29
0
1924050 E84/G02 F 54,800.00 ZZ
360 54,468.48 1
3531 WAPATO AVENUE 8.125 406.89 90
7.875 406.89 60,900.00
BILLINGS MT 59101 5 04/29/99 95
0431382316 05 07/01/99 0
67590007 O 06/01/29
0
1924453 562/G61 F 179,000.00 ZZ
360 178,413.17 1
215 ERIK DRIVE 10.500 1,637.39 85
10.250 1,637.39 211,500.00
EAST SETAUKET NY 11733 1 06/02/99 00
1209063 01 08/01/99 0
591313 O 07/01/29
0
1929660 562/G02 F 331,500.00 ZZ
360 330,039.46 4
180 DECATUR STREET 9.000 2,667.33 95
8.750 2,667.33 349,000.00
BROOKLYN NY 11233 1 07/07/99 04
0431409630 05 09/01/99 30
604520 O 08/01/29
0
1930550 R76/H74 F 56,950.00 ZZ
360 56,793.62 2
2915 EAST 59TH STREET 10.700 529.48 82
10.200 529.48 70,000.00
CLEVELAND OH 44127 5 07/09/99 00
1204809 05 09/01/99 0
1
33356 O 08/01/29
0
1933187 Q17/G02 F 60,700.00 ZZ
360 60,314.04 1
5100 VERDE VALLEY #284 8.500 466.73 86
8.250 466.73 70,700.00
DALLAS TX 75240 1 07/28/99 23
0431415322 01 09/01/99 0
99005755 O 08/01/29
0
1934423 Q94/G61 F 136,000.00 ZZ
360 135,128.56 1
7626 ROLLINGBROOK DRIVE 11.990 1,397.87 80
11.490 1,397.87 170,000.00
HOUSTON TX 77071 1 07/26/99 00
1204916 03 09/01/99 0
7626 O 08/01/29
0
1934432 Q94/G61 F 97,100.00 ZZ
360 96,738.40 1
309 THISTLEWOOD COURT 10.990 923.97 90
10.490 923.97 107,900.00
LEAGUE CITY TX 77573 1 04/22/99 00
1204890 03 06/01/99 0
309 O 05/01/29
0
1935610 G52/G02 F 148,500.00 ZZ
360 147,888.69 4
3445 EAST 21ST STREET 8.750 1,168.25 90
8.500 1,168.25 165,000.00
SAN BERNARDINO CA 92346 1 07/16/99 23
0431424209 05 09/01/99 0
89501256 N 08/01/29
0
1937216 638/G01 F 354,500.00 ZZ
360 352,758.27 1
416 CHESTNUT STREET 7.875 2,570.37 93
7.625 2,570.37 384,900.00
N ANDOVER MA 01810 1 07/30/99 04
0431439835 05 09/01/99 25
8860944 O 08/01/29
0
1
1937416 A73/G61 F 103,500.00 ZZ
360 103,288.63 1
9003 SOFTWOOD STREET 12.675 1,118.68 75
12.175 1,118.68 138,000.00
SAN ANTONIO TX 78250 5 06/16/99 00
1203306 05 08/01/99 0
9901068173 O 07/01/29
0
1940700 R76/H74 F 31,850.00 ZZ
360 31,799.81 1
5419 PEASE 12.500 339.92 65
12.000 339.92 49,000.00
HOUSTON TX 77023 1 08/09/99 00
1209451 05 10/01/99 0
23106 O 09/01/29
0
1940707 R76/H74 F 61,600.00 ZZ
360 61,418.49 1
203 PEOH AVENUE 10.625 569.24 82
10.125 569.24 75,600.00
CLE ELUM WA 98922 1 08/24/99 00
1209485 05 10/01/99 0
23102 N 09/01/29
0
1941528 P12/G02 F 47,100.00 T
360 46,962.50 1
10418 NORTH 106TH AVENUE 8.750 370.54 63
8.500 370.54 75,000.00
SUN CITY AZ 85351 1 09/07/99 00
0431477017 09 11/01/99 0
00000 O 10/01/29
0
1948893 S93/G61 F 38,000.00 ZZ
360 37,888.31 1
4126 WINCHESTER 10.750 354.72 28
10.375 354.72 138,000.00
LAS CRUCES NM 88011 1 07/29/99 00
1052596 05 09/01/99 0
31100243 O 08/01/29
0
1951207 A37/G61 F 73,950.00 ZZ
360 73,820.00 1
5330 SOUTH WOOD STREET 11.150 712.64 85
10.525 712.64 87,000.00
1
CHICAGO IL 60609 5 08/31/99 00
1204924 05 11/01/99 0
9908NW2341 O 10/01/29
0
1952764 K60/G61 F 32,300.00 ZZ
180 30,671.55 1
516 CUMBERLAND AVE 6.750 285.83 95
6.250 285.83 34,000.00
FORT WAYNE IN 46805 1 02/24/99 12
1052679 05 04/01/99 25
22132 O 03/01/14
0
1952957 E10/G61 F 450,000.00 ZZ
360 447,922.18 1
3001 SW 130TH AVENUE 9.450 3,767.44 63
9.200 3,767.44 723,000.00
MIAMI FL 33175 2 05/10/99 00
1052687 05 07/01/99 0
3317 O 06/01/29
0
1953089 462/G02 F 287,550.00 ZZ
360 286,808.96 1
6231 CYPRESS BEND COURT 8.250 2,160.27 80
8.000 2,160.27 359,489.00
UNIVERSITY PARK FL 34201 1 10/22/99 00
0431625466 05 12/01/99 0
0007449408 O 11/01/29
0
1953650 369/G61 F 60,000.00 T
360 59,740.07 1
235 RIDGE HARBOR DRIVE 8.500 461.35 80
8.250 461.35 75,000.00
ROCKPORT TX 78382 1 07/21/99 00
1052703 05 09/01/99 0
0071597249 N 08/01/29
0
1953653 369/G61 F 55,850.00 ZZ
360 55,723.36 1
3038 W. IRMA LANE 8.875 444.37 67
8.625 444.37 84,000.00
PHOENIX AZ 85027 1 10/25/99 00
1052711 05 12/01/99 0
71825665 O 11/01/29
0
1
1953655 369/G61 F 105,750.00 ZZ
360 105,544.88 1
2255 FOXRUN LANE 9.625 898.87 75
9.375 898.87 141,000.00
LAKE WALES FL 33853 1 10/27/99 00
1052729 05 12/01/99 0
0071777783 O 11/01/29
0
1954709 F42/G61 F 148,000.00 ZZ
360 147,779.89 1
111 SE 12TH COURT 9.500 1,244.46 80
9.250 1,244.46 185,000.00
POMPANO BEACH FL 33060 5 11/04/99 00
1203918 05 01/01/00 0
99DA0486 O 12/01/29
0
1954791 P20/G61 F 105,890.00 ZZ
360 105,617.72 1
513 WENDY LANE 10.990 1,007.62 87
10.615 1,007.62 121,900.00
DESOTO TX 75115 1 07/28/99 00
1203082 05 09/01/99 0
99153579 O 08/01/29
0
1955644 593/G61 F 150,000.00 ZZ
360 147,064.47 1
2735 WEST 2700 SOUTH 8.000 1,100.65 66
7.750 1,100.65 230,000.00
SYRACUSE UT 84075 1 09/27/99 00
1205103 05 11/01/99 0
0007650336 O 10/01/29
0
1955722 L99/G61 F 51,750.00 ZZ
180 51,617.71 1
57 EDGEWOOD ROAD SW 11.655 518.60 75
11.155 518.60 69,000.00
CARTERSVILLE GA 30120 1 06/10/99 00
1203512 05 08/01/99 0
911202 O 07/01/14
0
1955731 624/G61 F 130,800.00 ZZ
360 130,264.02 1
1
6329 YAUPON DRIVE 8.000 959.76 55
7.625 959.76 238,000.00
AUSTIN TX 78759 2 08/26/99 00
1203298 03 10/01/99 0
82007090253F O 09/01/29
0
1955888 S31/G61 F 29,400.00 ZZ
360 29,375.88 1
6100 HUBER 12.250 308.08 70
11.750 308.08 42,000.00
DETROIT MI 48211 5 11/10/99 00
1211283 05 01/01/00 0
014281 O 12/01/29
0
1955978 A54/G61 F 256,500.00 ZZ
360 255,711.94 1
7988 VIEWMOUNT DRIVE 8.500 1,972.27 95
8.250 1,972.27 270,000.00
CONCORD OH 44077 1 09/23/99 00
1204858 05 11/01/99 0
0002609063 O 10/01/29
0
1956376 P63/G61 F 105,750.00 ZZ
360 105,597.10 2
160 ORFORD STREET 11.000 1,007.08 90
10.750 1,007.08 117,500.00
WEST HAVEN CT 06516 1 10/12/99 00
1209113 05 12/01/99 0
508336 O 11/01/29
0
1956403 593/G61 F 136,700.00 ZZ
360 135,107.53 1
10000 PESEO CRESTA AVENUE 8.250 1,026.99 78
8.000 1,026.99 175,411.00
LAS VEGAS NV 89117 1 09/08/99 00
1205137 03 11/01/99 0
0007287808 O 10/01/29
0
1956449 593/G61 F 291,200.00 ZZ
360 290,007.90 1
21075 SW YOUNG AVENUE 8.000 2,136.73 80
7.750 2,136.73 364,000.00
BEND OR 97701 5 08/12/99 00
1205129 05 10/01/99 0
1
0007097389 O 09/01/29
0
1956486 K10/H74 F 168,750.00 ZZ
180 167,893.31 1
81-6263 HIND DRIVE 8.990 1,356.59 75
8.490 1,356.59 225,000.00
CAPTAIN COOK HI 96704 5 05/21/99 00
1204254 05 07/01/99 0
9901547 O 06/01/14
0
1956866 Q94/G61 F 65,400.00 ZZ
360 64,948.03 1
11011 VISTA NORTE COURT 8.500 502.87 85
8.000 502.87 76,950.00
HOUSTON TX 77076 1 03/29/99 00
1204908 03 05/01/99 0
11011 O 04/01/29
0
1957737 G52/G61 F 400,000.00 ZZ
360 398,264.79 1
4648 LADERA LANE 9.750 3,436.62 69
9.500 3,436.62 585,000.00
RIVERSIDE CA 92501 1 05/11/99 00
1203520 05 07/01/99 0
89500671 O 06/01/29
0
1957841 N26/H74 F 19,500.00 ZZ
180 19,472.44 1
1863 S. ETHEL 14.350 236.47 65
12.350 236.47 30,000.00
DETROIT MI 48217 5 07/12/99 00
1204064 05 08/16/99 0
99010167 O 07/16/14
0
1958355 E47/G61 F 18,600.00 ZZ
240 18,505.95 1
1721 NE 20TH 12.150 206.76 80
11.650 206.76 23,250.00
OKLAHOMA CITY OK 73111 5 08/11/99 00
1204882 05 10/01/99 0
4302756426 O 09/01/19
0
1
1958376 E47/G61 F 76,500.00 ZZ
180 76,323.77 1
6742 BUFFALO AVE 12.200 798.69 85
11.700 798.69 90,000.00
JACKSONVILLE FL 32208 5 07/02/99 00
1204866 05 09/01/99 0
4302282426 O 08/01/14
0
1958635 462/G02 F 531,150.00 ZZ
360 530,018.06 1
1621 WEST WEISKOFF COURT 7.750 3,805.23 85
7.500 3,805.23 624,935.00
LA HABRA CA 90631 1 11/02/99 11
0431696889 05 01/01/00 12
0007043805 O 12/01/29
0
1959121 163/163 F 272,000.00 ZZ
360 271,335.20 1
4303 LONGLEAF COURT 7.875 1,972.19 80
7.625 1,972.19 340,000.00
BOWIE MD 20716 2 11/05/99 00
7123797 03 01/01/00 0
7123797 O 12/01/29
0
1959122 P03/G61 F 117,000.00 ZZ
240 116,270.20 1
2055 GOODNOR ROAD 10.550 1,172.04 90
10.050 1,172.04 130,000.00
CLEVELAND HEIGH OH 44118 5 09/24/99 00
1204700 05 11/01/99 0
33500335 O 10/01/19
0
1959148 P03/G61 F 46,400.00 ZZ
360 46,283.79 1
3246 SEMINOLE ROAD 10.700 431.39 77
10.200 431.39 61,000.00
MEMPHIS TN 38111 5 09/17/99 00
1204718 05 11/01/99 0
24500532 O 10/01/29
0
1959190 P03/G61 F 32,500.00 ZZ
360 32,429.76 1
1880 & 1882 NEWBOLT COURT 10.050 286.41 65
9.550 286.41 50,000.00
1
JACKSONVILLE FL 32210 5 09/13/99 00
1204726 05 11/01/99 0
17501446 O 10/01/29
0
1959199 P03/G61 F 35,750.00 ZZ
360 35,670.47 1
1870 & 1872 NEWBOLT COURT 10.050 315.05 72
9.550 315.05 50,000.00
JACKSONVILLE FL 32210 5 09/13/99 00
1204734 05 11/01/99 0
17501447 O 10/01/29
0
1959209 P03/G61 F 56,100.00 ZZ
360 55,999.83 1
11630 WYNELL ROAD 11.950 574.89 85
11.450 574.89 66,000.00
JACKSONVILLE FL 32218 4 08/31/99 00
1204668 05 10/01/99 0
17501525 O 09/01/29
0
1959346 B28/G61 F 90,800.00 ZZ
360 90,277.63 1
1525 NORTH RIVERSIDE AVE. #48 8.375 690.15 80
8.125 690.15 113,500.00
PROVO UT 84604 1 05/07/99 00
1204981 01 07/01/99 0
5990802 O 06/01/29
0
1959968 N63/G61 F 29,750.00 ZZ
360 29,718.20 1
700 ROBBINS AVENUE, UNIT 4 9.125 242.06 85
8.875 242.06 35,000.00
DRACUT MA 01826 1 12/08/99 10
1210202 01 02/01/00 12
MARONE N 01/01/30
0
1960228 A37/G61 F 115,000.00 ZZ
360 114,808.95 1
4945 WEST ROOSEVELT ROAD 11.450 1,134.45 100
10.950 1,134.45 115,000.00
CICERO IL 60804 5 08/31/99 00
1209154 05 11/01/99 0
9908XW2327 O 10/01/29
0
1
1960296 Q64/G61 F 76,500.00 ZZ
360 76,383.20 1
7316 BOUGENVILLA DRIVE 10.750 714.12 90
10.125 714.12 85,000.00
PORT RICHEY FL 34668 5 10/11/99 00
1204973 05 12/01/99 0
100550201 O 11/01/29
0
1960307 Q64/G61 F 56,500.00 ZZ
360 56,403.99 1
2345 ROBIN HOOD ROAD 10.250 506.30 90
9.375 506.30 63,000.00
MACON GA 31206 1 10/22/99 00
1204957 05 12/01/99 0
100526201 O 11/01/29
0
1960318 Q64/G61 F 70,400.00 ZZ
360 70,261.38 1
123 EAST BELMONT DRIVE 10.625 650.57 80
10.000 650.57 88,000.00
CALHOUN GA 30701 1 09/08/99 00
1204965 05 11/01/99 0
100426600 O 10/01/29
0
1960929 562/G61 F 135,000.00 ZZ
360 134,474.40 1
9422 S.W. 17TH STREET 11.250 1,311.21 90
10.875 1,311.21 150,000.00
MIAMI FL 33165 1 03/31/99 00
1209071 05 05/01/99 0
593699 O 04/01/29
0
1961152 286/286 F 330,000.00 ZZ
360 329,273.50 1
55 DORCAR STREET 8.125 2,450.24 77
7.875 2,450.24 430,000.00
NEWTON MA 02459 1 11/22/99 00
09687951 05 01/01/00 0
09687951 O 12/01/29
0
1961847 N11/H74 F 76,500.00 ZZ
360 76,362.63 1
1
200 MCGUIRE LOOP 9.990 670.78 90
9.490 670.78 85,000.00
RUSSELLVILLE AL 35654 5 11/05/99 00
1211242 05 12/10/99 0
HAMILTON O 11/10/29
0
1962398 N07/G61 F 45,900.00 ZZ
360 45,821.94 1
854 LANTERMAN AVENUE 12.450 488.10 75
11.450 488.10 61,200.00
YOUNGSTOWN OH 44511 5 08/24/99 00
1209196 05 10/01/99 0
28918BUN O 09/01/29
0
1963660 S89/G61 F 558,000.00 ZZ
360 557,321.53 1
101 SOUTH 17TH AVENUE 8.500 4,290.54 90
8.250 4,290.54 620,000.00
LONGPORT NJ 08403 1 12/09/99 19
1209717 05 02/01/00 35
64001544 O 01/01/30
0
1963755 G33/G61 F 65,700.00 ZZ
360 64,167.21 1
1126 STEWART ROAD 11.375 644.37 99
10.875 644.37 67,000.00
MOBILE AL 36605 5 09/02/98 00
1210491 05 10/01/98 0
9800024368 O 09/01/28
0
1964239 F97/F97 F 400,000.00 ZZ
180 398,915.65 1
1000 EDGEBROOK LANE 8.000 2,935.06 78
7.750 2,935.06 515,000.00
GLENCOE IL 60022 1 10/15/99 00
2000160981 05 12/01/99 0
2000160981 O 11/01/14
0
1966643 N07/G61 F 50,800.00 ZZ
180 50,687.53 1
123 S NORTON 10.950 481.87 80
10.450 481.87 63,500.00
NEW BUFFALO MI 49117 5 08/24/99 00
1211184 05 10/01/99 0
1
28703WAG O 09/01/14
0
1967495 N81/G61 F 25,470.00 ZZ
360 25,435.44 2
18 HAWLEY STREET 11.290 248.15 90
9.540 248.15 28,300.00
WORCESTER MA 01604 1 10/29/99 00
1210533 05 12/01/99 0
99999 O 11/01/29
0
1969208 R49/G61 F 63,900.00 ZZ
360 63,831.03 1
1508 COUNTY ROAD 8240 11.000 608.53 71
10.250 608.53 90,000.00
WEST PLAINS MO 65775 5 11/03/99 00
1211416 05 01/01/00 0
9704137SP O 12/01/29
0
1969249 R49/G61 F 34,000.00 ZZ
360 33,976.93 1
3120 PIONEER DRIVE 11.250 330.23 49
9.875 330.23 70,000.00
BAKERSFIELD CA 93306 5 11/24/99 00
1211408 05 02/01/00 0
9704485 O 01/01/30
0
1969278 R49/G61 F 30,000.00 ZZ
360 29,968.69 1
7474 HANOVER STREET 11.250 291.38 75
9.625 291.38 40,000.00
DETROIT MI 48206 5 11/10/99 00
1211424 05 01/01/00 0
9704236SP O 12/01/29
0
2683502 387/600 F 134,500.00 ZZ
360 132,649.87 1
1656 OLIVE ROAD 7.625 951.98 87
7.375 951.98 155,000.00
HOMEWOOD IL 60430 2 08/26/98 01
306632877 05 10/01/98 25
0001491653 O 09/01/28
0
1
2716945 354/354 F 105,500.00 T
360 104,359.43 1
448 W PALM AIRE DRIVE 7.875 764.95 52
7.625 764.95 205,507.00
POMPANO BEACH FL 33069 1 11/25/98 00
0027357482 03 01/01/99 0
0027357482 O 12/01/28
0
2725813 286/286 F 278,000.00 ZZ
360 275,474.40 1
1512 PALISADE AVE 8.750 2,187.03 69
8.500 2,187.03 403,000.00
FORT LEE NJ 07024 1 11/16/98 00
0009339012 08 01/01/99 0
0009339012 O 12/01/28
0
2792052 549/549 F 33,500.00 ZZ
360 33,030.03 1
2807 DEDMAN STREET 7.750 240.00 42
7.500 240.00 80,500.00
PASEDENA TX 77503 1 03/29/99 00
5000532696 05 05/01/99 0
5000532696 O 04/01/29
0
2796416 F28/G02 F 28,325.00 ZZ
360 28,045.39 1
143 POINSETT DR 8.875 225.37 90
8.625 225.37 31,475.00
SUMTER SC 29150 1 02/24/99 10
0431327451 05 04/01/99 25
4577049 N 03/01/29
0
2799092 526/526 F 55,800.00 ZZ
360 55,424.29 2
8030 BELLEVUE 8.625 434.01 90
8.375 434.01 62,000.00
CLEVELAND OH 44103 1 03/16/99 12
0366083 05 05/01/99 25
0366083 N 04/01/29
0
2799106 526/526 F 400,000.00 T
360 397,164.46 1
112 MEETING HOUSE LANE 7.875 2,900.28 88
7.625 2,900.28 458,000.00
1
AMAGANSETT NY 11930 1 04/19/99 01
0366607 05 06/01/99 25
0366607 O 05/01/29
0
2799854 N74/H74 F 26,400.00 ZZ
180 25,652.64 1
201 ROOSEVELT ROAD 9.740 279.51 87
9.240 279.51 30,500.00
JACKSONVILLE AR 72076 5 04/15/99 00
1189638 05 05/20/99 0
21639010 O 04/20/14
0
2799862 N74/H74 F 60,800.00 ZZ
180 59,227.98 1
12750 BLUEJAY ROAD 9.640 640.03 80
9.140 640.03 76,000.00
CROCKER MO 65452 5 04/20/99 00
1189695 05 06/10/99 0
21662011 O 05/10/14
0
2803459 286/286 F 41,900.00 ZZ
360 41,473.16 1
1347 N 44TH ST 7.500 292.98 68
7.250 292.98 62,000.00
PHOENIX AZ 85008 1 02/23/99 00
0009494938 07 04/01/99 0
0009494938 O 03/01/29
0
2803506 286/286 F 108,700.00 T
360 107,910.76 1
2415 ST AUGUSTINE BLVD 8.250 816.63 80
8.000 816.63 136,500.00
HAINES CITY FL 33844 1 03/23/99 00
0009521483 03 05/01/99 0
0009521483 O 04/01/29
0
2807077 976/G02 F 260,000.00 ZZ
180 252,300.30 1
169 W SADDLE RIVER RD 8.125 2,503.50 73
7.875 2,503.50 360,000.00
SADDLE RIVER NJ 07458 2 04/15/99 00
0431342971 05 06/01/99 0
5497746 N 05/01/14
0
1
2829626 623/G02 F 34,400.00 ZZ
180 33,461.31 1
148 SHERMAN AVENUE 7.750 323.80 80
7.500 323.80 43,000.00
HAMILTON OH 45013 5 05/18/99 00
0431363019 05 07/01/99 0
1344611 N 06/01/14
0
2829684 623/G02 F 72,000.00 ZZ
180 68,462.37 1
820 WHITEHALL 8.000 688.07 90
7.750 688.07 80,000.00
PLANO TX 75023 1 10/05/98 10
0431366434 05 12/01/98 25
1174750 N 11/01/13
0
2830987 E22/G02 F 46,000.00 ZZ
180 44,958.43 1
569 NW 47 TERRACE 8.750 459.75 55
8.500 459.75 84,000.00
MIAMI FL 33127 5 06/18/99 00
0411455389 05 08/01/99 0
0411455389 N 07/01/14
0
2832779 638/G02 F 138,600.00 ZZ
360 137,879.68 4
23 WHITE STREET 8.875 1,102.76 90
8.625 1,102.76 154,000.00
TAUNTON MA 02790 1 06/04/99 10
0431368752 05 07/01/99 25
8882497 N 06/01/29
0
2836058 354/354 F 38,400.00 T
360 37,953.51 1
10501 SW 108 AVENUE UNIT #208 8.375 291.87 79
8.125 291.87 49,000.00
MIAMI FL 33176 1 04/07/99 00
0027900695 01 06/01/99 0
0027900695 O 05/01/29
0
2841392 N74/H74 F 96,750.00 ZZ
360 96,282.18 1
1
285 S. 200 E. 9.500 813.53 87
9.000 813.53 112,000.00
FAIRVIEW UT 84629 5 05/21/99 00
1189679 05 07/01/99 0
22036011 O 06/01/29
0
2841393 N74/H74 F 72,000.00 ZZ
360 71,716.99 1
510 WEST MAIN 10.890 679.70 90
10.390 679.70 80,000.00
OAKLEY ID 83346 5 06/23/99 00
1189612 05 08/01/99 0
22175010 O 07/01/29
0
2841434 N74/H74 F 52,875.00 ZZ
360 52,744.92 1
2006 CHERRY AVENUE 12.390 559.80 75
11.890 559.80 70,500.00
MORRISTOWN TN 37814 5 06/03/99 00
1189729 05 07/10/99 0
22066010 O 06/10/29
0
2842422 076/076 F 310,000.00 ZZ
360 307,975.05 1
200 CLIFTON ST 7.125 2,088.53 26
6.875 2,088.53 1,225,000.00
BELMONT MA 02178 2 05/28/99 00
7286096 05 08/01/99 0
7286096 O 07/01/29
0
2846262 S17/G61 F 116,103.50 ZZ
291 103,306.03 1
21 BAY PATH ROAD 8.000 904.90 106
7.625 904.90 109,900.00
SPENCER MA 01562 1 02/12/94 00
2110047 05 03/01/94 0
240391 O 05/01/18
0
2846264 S17/G61 F 72,549.10 ZZ
360 66,696.62 4
306 SOUTH CHESTER PIKE 7.000 482.67 91
6.625 482.67 80,000.00
GLENOLDEN BOROU PA 19036 5 09/13/93 00
2110062 05 10/01/93 0
1
240399 O 09/01/23
0
2846265 S17/G61 F 173,741.30 ZZ
305 151,098.67 1
27 SHERWOOD ROAD 7.000 1,220.56 60
6.625 1,220.56 289,900.00
WOODBRIDGE NJ 07095 2 09/15/88 00
2110070 05 06/01/93 0
240400 O 10/01/18
0
2846268 S17/G61 F 162,593.73 ZZ
301 144,425.58 1
18 LAUREL PARK 7.000 1,147.76 86
6.625 1,147.76 190,000.00
HOLBROOK MA 02343 5 01/01/94 00
2110104 05 03/01/94 0
240405 O 03/01/19
0
2846276 S17/G61 F 182,935.56 ZZ
360 169,962.99 1
178 CARNEGIE AVENUE 7.000 1,217.07 92
6.625 1,217.07 200,000.00
ELMONT NY 11003 1 05/19/94 00
2110187 05 06/01/94 0
240426 O 05/01/24
0
2846282 S17/G61 F 150,314.03 ZZ
301 133,703.49 1
2 BALTSUROL DRIVE 7.000 1,052.26 112
6.625 1,052.26 134,900.00
HUDSON NH 03051 1 12/15/93 00
2110245 06 01/01/94 0
240437 O 01/01/19
0
2846286 S17/G61 F 85,242.94 ZZ
307 76,103.75 1
1 WESTMINSTER AVENUE 7.000 597.43 62
6.625 597.43 137,500.00
PLYMOUTH MA 02360 5 03/01/94 00
2110286 05 04/01/94 0
241169 O 10/01/19
0
1
2846294 S17/G61 F 87,289.06 ZZ
307 78,126.81 1
13A GILLIS STREET 7.000 611.78 125
6.625 611.78 69,900.00
HUDSON NH 03051 1 02/23/95 00
2110369 06 07/01/94 0
241180 O 01/01/20
0
2846299 S17/G61 F 185,081.56 ZZ
307 166,055.16 1
144 ALLISON DRIVE 7.000 1,290.60 110
6.625 1,290.60 169,000.00
TORRINGTON CT 06790 1 06/29/94 00
2110419 05 08/01/94 0
241187 O 02/01/20
0
2846300 S17/G61 F 106,043.00 ZZ
360 98,668.69 1
355 RANDALL ROAD 7.000 705.50 82
6.625 705.50 130,000.00
RIDGE NY 11961 1 07/14/94 00
2110427 05 08/01/94 0
241188 O 07/01/24
0
2846301 S17/G61 F 181,478.32 ZZ
262 172,287.27 1
46 TRENTON AVE 7.250 1,381.51 86
6.875 1,381.51 212,500.00
WHITE PLAINS NY 10606 1 07/01/98 00
2110435 05 08/01/98 0
241189 O 05/01/20
0
2846306 S17/G61 F 241,869.35 ZZ
334 217,518.66 1
7427 MAPLE BRANCH ROAD 7.000 1,646.94 74
6.625 1,646.94 330,000.00
CLIFTON VA 22024 5 06/21/93 00
2110484 05 07/01/93 0
241203 O 04/01/21
0
2846357 S17/G61 F 180,000.00 ZZ
360 158,155.99 1
12630 HARTLAND ST 7.000 1,229.63 110
6.625 1,229.63 165,000.00
1
LOS ANGELES CA 91605 1 01/12/90 00
2110997 05 03/01/90 0
241345 O 02/01/20
0
2860315 E22/G02 F 97,500.00 T
360 97,137.87 1
14241 CRYSTAL KEY PLACE 9.250 802.11 80
9.000 802.11 121,875.00
ORLANDO FL 32824 1 07/30/99 00
0411342330 09 09/01/99 0
0411342330 O 08/01/29
0
2861122 M67/H74 F 19,100.00 ZZ
180 19,001.80 1
309 SOUTH GEORGIA AVE. 11.490 189.00 124
10.897 189.00 15,500.00
OMEGA GA 31755 1 11/19/98 00
2113231 05 01/15/99 0
98112939 O 12/15/13
0
2863143 074/074 F 30,000.00 ZZ
180 29,413.51 1
10400 NW 30TH COURT UNIT 109 8.625 297.62 62
8.375 297.62 49,000.00
SUNRISE FL 33322 1 07/09/99 00
1302049494 01 09/01/99 0
1302049494 O 08/01/14
0
2863597 076/076 F 250,000.00 ZZ
360 248,487.63 3
128 MANHATTAN AVE 8.125 1,856.25 74
7.875 1,856.25 340,000.00
BROOKLYN NY 11206 1 06/02/99 00
5968055 05 07/01/99 0
5968055 N 06/01/29
0
2868226 K83/G61 F 38,300.00 ZZ
180 38,124.68 1
1702 WILSON LEE BOULEVARD 12.000 393.96 100
11.532 393.96 38,350.00
STATESVILLE NC 28677 1 03/23/99 00
1048727 05 05/01/99 0
0010149193 O 04/01/14
0
1
2892958 286/286 F 370,900.00 ZZ
360 368,967.67 1
732 MEADOW DRIVE 7.500 2,593.39 85
7.250 2,593.39 436,500.00
DES PLAINES IL 60016 1 08/10/99 10
0000628179 05 10/01/99 12
0000628179 O 09/01/29
0
2895246 074/074 F 142,500.00 ZZ
360 141,755.35 1
600 BILTMORE WAY #416 8.250 1,070.55 75
8.000 1,070.55 190,000.00
CORAL GABLES FL 33134 5 06/04/99 00
1511766332 06 08/01/99 0
1511766332 O 07/01/29
0
2897494 P20/G61 F 142,475.00 ZZ
360 142,146.94 1
928 JONATHAN COURT 11.500 1,410.92 89
11.250 1,410.92 160,500.00
WEATHERFORD TX 76086 1 07/09/99 00
1203108 05 09/01/99 0
99153508 O 08/01/29
0
2901277 163/G61 F 215,600.00 ZZ
360 212,840.40 1
11 BARBARA STREET 8.500 1,657.78 78
8.250 1,657.78 278,500.00
PARSIPPANY NJ 07054 1 08/03/99 00
1203538 05 10/01/99 0
1000179501 O 09/01/29
0
2903649 163/G61 F 37,350.00 ZZ
360 36,932.21 1
20 NEW YORK AVENUE 8.625 290.50 90
8.250 290.50 41,500.00
WARWICK RI 02888 1 08/13/99 04
1052653 05 10/01/99 25
1000132725 N 09/01/29
0
2944806 P77/G61 F 30,000.00 ZZ
180 23,720.29 1
1
11932 ORCHARD AVENUE 12.000 360.05 23
11.500 360.05 135,000.00
LOS ANGELES CA 90044 2 03/17/94 00
1052745 05 05/01/94 0
1110 O 04/01/09
0
2956658 N26/H74 F 37,800.00 ZZ
180 37,683.49 1
210 FALLS AVENUE 12.800 412.25 70
11.550 412.25 54,000.00
WABASH IN 46992 5 07/08/99 00
1052646 05 08/13/99 0
99009426 N 07/13/14
0
2965656 R39/G61 F 145,015.00 ZZ
360 144,632.82 1
31801 KAREN ROAD 10.875 1,367.33 97
10.625 1,367.33 149,500.00
GRAVOIS MILLS MO 65037 5 07/09/99 00
1209097 05 09/01/99 0
9953903 O 08/01/29
0
2974007 076/G61 F 86,000.00 ZZ
360 85,728.99 1
155 MOUNTAINSIDE DRIVE 8.375 653.66 52
8.125 653.66 166,900.00
HENDERSON NV 89012 1 09/16/99 00
1210467 03 11/01/99 0
9991503 O 10/01/29
0
2986200 Q64/G61 F 90,000.00 ZZ
360 89,768.47 1
3130 WILLOWDALE DRIVE 11.375 882.69 80
10.750 882.69 112,500.00
MACON GA 31210 1 07/09/99 00
1052737 05 09/01/99 0
100409705 O 08/01/29
0
2990392 Q64/G61 F 98,400.00 ZZ
360 98,221.31 1
9727 DALPHON JONES DRIVE 11.000 937.09 80
10.500 937.09 123,000.00
CHARLOTTE NC 28213 1 09/17/99 00
1052695 05 11/01/99 0
1
100485903 O 10/01/29
0
2992012 562/G61 F 52,000.00 ZZ
360 51,903.26 1
1534-D FOREST LAKE CIRCLE 11.750 524.90 80
10.875 524.90 65,000.00
WEST PALM BEACH FL 33406 5 08/17/99 00
1052620 09 10/01/99 0
605782 O 09/01/29
0
2997116 593/G61 F 124,200.00 ZZ
360 123,871.68 1
363 SOUTH 1500 WEST 8.125 922.19 90
7.875 922.19 138,000.00
LEHI UT 84043 4 10/15/99 12
1205079 05 12/01/99 25
0007630239 O 11/01/29
0
2997300 593/G61 F 137,700.00 ZZ
360 136,846.56 1
1531 SOUTH 3120 EAST 8.250 1,034.50 90
8.000 1,034.50 153,000.00
SPANISH FORK UT 84660 1 10/04/99 12
1205053 05 11/01/99 25
0007531239 O 10/01/29
0
2997304 593/G61 F 127,500.00 ZZ
360 127,162.97 1
3032 EAST 1530 SOUTH 8.125 946.69 83
7.875 946.69 154,000.00
SPANISH FORK UT 84660 4 10/12/99 12
1205061 05 12/01/99 12
0007531791 O 11/01/29
0
3000810 E22/G01 F 300,000.00 ZZ
360 299,265.28 1
1 SILVER CREEK RD. 8.500 2,306.74 75
(RT 1 BOX 206) 8.250 2,306.74 400,000.00
ISOLA MS 38754 4 11/01/99 00
0411600687 05 12/01/99 0
0411600687 O 11/01/29
0
1
3001450 N74/H74 F 61,250.00 ZZ
300 60,821.06 1
2821 OLD LAWYERS ROAD 13.740 725.14 70
13.240 725.14 87,500.00
MARSHVILLE NC 28103 5 11/30/98 00
1189703 27 01/10/99 0
20066010 O 12/10/23
0
3001451 N74/H74 F 63,054.00 ZZ
360 62,695.98 1
3890 CANYON CREEK ROAD 10.750 588.60 86
10.250 588.60 74,180.00
MOUNTAIN HOME ID 83647 1 01/07/99 00
0046482 27 02/20/99 0
20490011 O 01/20/29
0
3001452 N74/H74 F 52,700.00 ZZ
360 52,372.13 1
581 EAST 3050 SOUTH 10.740 491.55 52
10.240 491.55 102,000.00
VERNAL UT 84078 5 02/02/99 00
1189760 05 03/10/99 0
20844010 O 02/10/29
0
3001453 N74/H74 F 95,400.00 ZZ
180 94,810.50 1
245 KINGSTREE ROAD 9.490 801.48 87
8.990 801.48 110,000.00
KING NC 27021 2 02/19/99 00
1189687 05 04/01/99 0
20970011 O 03/01/14
0
3001454 N74/H74 F 86,250.00 ZZ
360 85,682.70 1
60 NORTH 100 WEST 8.740 677.91 75
8.240 677.91 115,000.00
CENTRAL VALLEY UT 84754 5 04/05/99 00
1189604 27 05/10/99 0
21578011 O 04/10/29
0
3001455 N74/H74 F 80,955.00 ZZ
300 80,462.69 1
6635 WEST DENNY COURT 11.490 822.29 90
10.990 822.29 89,950.00
1
CHESTERFIELD VA 23832 1 05/03/99 00
1189620 05 06/10/99 0
21851010 O 05/10/24
0
3001458 N74/H74 F 49,950.00 ZZ
360 49,735.82 1
1419 ROLLING HILLS AVENUE 9.740 428.78 90
9.240 428.78 55,500.00
MEMPHIS TN 38127 5 06/30/99 00
1189786 05 08/10/99 0
2208310 O 07/10/29
0
3001460 N74/H74 F 58,000.00 ZZ
360 57,809.43 1
71 PHEASANT RUN DRIVE 10.490 530.12 97
9.990 530.12 60,000.00
CABOT AR 72023 5 06/29/99 00
1189588 05 08/10/99 0
22158010 O 07/10/29
0
3001461 N74/H74 F 40,500.00 ZZ
180 39,796.17 1
201 BREMEN DRIVE 11.490 472.86 49
10.990 472.86 84,000.00
LEXINGTON NC 27292 5 06/29/99 00
1189570 05 08/10/99 0
22159010 O 07/10/14
0
3001462 N74/H74 F 76,500.00 ZZ
180 76,200.17 1
7038 SHALIMAR LANE 8.990 614.99 85
8.490 614.99 90,000.00
HOPE MILLS NC 28348 1 07/26/99 00
1189794 27 09/01/99 0
2219331 O 08/01/14
0
3001463 N74/H74 F 68,000.00 ZZ
360 67,667.90 1
3 CHILES AVENUE 11.040 649.64 70
10.540 649.64 98,000.00
ASHEVILLE NC 28803 5 06/23/99 00
1189661 05 08/01/99 0
22210510 O 07/01/29
0
1
3001464 N74/H74 F 106,165.00 ZZ
180 105,652.43 1
4428 HOUNDS RUN DRIVE 9.990 930.89 85
9.490 930.89 124,900.00
MATTHEWS NC 28105 1 06/23/99 00
1189554 05 08/01/99 0
22214511 O 07/01/14
0
3001466 N74/H74 F 45,000.00 ZZ
300 44,792.35 1
632 NORTH WATER STREET 11.740 465.33 100
11.240 465.33 45,000.00
FORREST CITY AR 72335 5 06/17/99 00
1189844 05 08/01/99 0
22246010 O 07/01/24
0
3001467 N74/H74 F 171,000.00 ZZ
360 170,345.48 1
5600 LAKESIDE DRIVE 10.290 1,537.42 90
9.790 1,537.42 190,000.00
PFAFFTOWN NC 27040 5 06/30/99 00
1189646 05 08/10/99 0
22276011 O 07/10/29
0
3001468 N74/H74 F 80,325.00 ZZ
180 78,734.31 1
214 WEST VANDALIA ROAD 10.040 865.14 85
9.540 865.14 94,500.00
GREENSBORO NC 27406 5 06/30/99 00
1189653 05 08/10/99 0
22295010 O 07/10/14
0
3001470 N74/H74 F 131,400.00 ZZ
360 130,686.72 1
6910 SOUTH VILLAGE GREEN ROAD 9.040 1,061.06 90
8.540 1,061.06 146,000.00
SANDY UT 84121 5 06/30/99 00
1189828 05 08/10/99 0
22314010 O 07/10/29
0
3001471 N74/H74 F 110,700.00 ZZ
360 110,171.11 4
1
1006 EASTSIDE DR. 8.790 874.04 90
8.290 874.04 123,000.00
KILLEEN TX 76540 1 06/30/99 00
1189562 05 08/01/99 0
22337010 N 07/01/29
0
3001472 N74/H74 F 28,800.00 ZZ
180 28,706.36 1
974 HARRIS ROAD 10.540 264.31 80
10.040 264.31 36,000.00
TRINITY NC 27370 1 07/15/99 00
1189596 05 08/20/99 0
22374011 O 07/20/14
0
3001474 N74/H74 F 76,500.00 ZZ
360 76,297.30 1
1110 SOUTH LESLIE STREET 11.490 756.99 90
10.990 756.99 85,000.00
STUTTGART AR 72160 1 07/16/99 00
1189745 05 08/20/99 0
22398010 O 07/20/29
0
3001475 N74/H74 F 168,000.00 ZZ
360 167,703.60 1
2130 EAST CONNECTICUT AVENUE 11.990 1,726.78 80
11.490 1,726.78 210,000.00
SOUTHERN PINES NC 28387 5 08/25/99 00
1189810 05 10/01/99 0
2240310 O 09/01/29
0
3001479 N74/H74 F 94,500.00 ZZ
360 94,257.03 1
706 OLD GRAVES MILL ROAD 10.990 899.23 90
10.490 899.23 105,000.00
LYNCHBURG VA 24502 5 07/23/99 00
1189802 05 09/01/99 0
22443010 O 08/01/29
0
3001480 N74/H74 F 28,490.00 ZZ
180 28,276.81 1
2545 OLD US-29 10.540 261.46 77
10.040 261.46 37,000.00
PELHAM NC 27311 5 07/23/99 00
1189521 05 09/01/99 0
1
22456010 N 08/01/14
0
3001481 N74/H74 F 56,700.00 ZZ
360 56,554.20 1
3109 CHERRY HILL CHURCH ROAD 10.990 539.54 90
10.490 539.54 63,000.00
SOUTH BOSTON VA 24592 5 07/30/99 00
1189778 05 09/10/99 0
22521010 O 08/10/29
0
3001483 N74/H74 F 171,000.00 ZZ
360 170,455.72 1
1605 LAZY LANE 9.990 1,499.38 90
9.490 1,499.38 190,000.00
HIGH POINT NC 27265 2 08/16/99 00
1189547 05 09/01/99 0
22559011 O 08/01/29
0
3001484 N74/H74 F 225,000.00 ZZ
360 224,332.77 1
46 DURANCE DRIVE 10.990 2,141.03 90
10.490 2,141.03 250,000.00
LITTLE ROCK AR 72223 5 08/16/99 00
1209220 05 09/20/99 0
22591010 O 08/20/29
0
3001486 N74/H74 F 158,400.00 ZZ
300 157,780.63 1
4165 SAVANNAH LANE 10.990 1,551.35 90
10.490 1,551.35 176,000.00
SPRINGDALE AR 72762 1 08/17/99 00
1189836 05 10/01/99 0
22605010 O 09/01/24
0
3001487 N74/H74 F 170,000.00 ZZ
360 169,431.09 1
204 BEAM FARM ROAD 8.990 1,366.64 94
8.490 1,366.64 182,000.00
STATESVILLE NC 28677 2 08/26/99 00
1189539 05 10/01/99 0
22650010 O 09/01/29
0
1
3005227 879/G61 F 82,800.00 ZZ
360 82,441.34 1
291 CORAL HILLS ROAD 10.750 772.92 90
10.250 772.92 92,000.00
PERRIS CA 92570 5 03/01/99 00
1190024 27 05/01/99 0
91076 O 04/01/29
0
3005234 879/G61 F 63,000.00 ZZ
360 61,785.00 1
96 NORTH 100 WEST 7.750 451.34 60
7.250 451.34 105,000.00
MAYFIELD UT 84643 5 04/01/99 00
1190248 05 05/01/99 0
95884 O 04/01/29
0
3012017 593/G61 F 115,500.00 ZZ
360 113,648.28 1
738 NORTH 240 WEST 8.125 857.59 88
7.875 857.59 132,000.00
SANTAQUIN UT 84655 1 10/22/99 12
1205087 05 12/01/99 25
0007531643 O 11/01/29
0
3013037 A73/G61 F 325,000.00 ZZ
360 324,156.17 1
120 BAY 31ST STREET 10.990 3,092.60 100
10.490 3,092.60 325,000.00
BROOKLYN NY 11214 5 07/22/99 00
1203322 05 09/01/99 0
9901108539 O 08/01/29
0
3013038 A73/G61 F 151,600.00 ZZ
300 151,097.06 1
134 BELLUSCIO STREET 11.925 1,588.29 82
11.425 1,588.29 185,000.00
MONROE TOWNSHIP NJ 08884 5 08/12/99 00
1203330 05 10/01/99 0
9901116939 O 09/01/24
0
3019181 623/G61 F 52,200.00 ZZ
360 51,943.50 1
10534 CARROLL WOOD WAY, UNIT 3 7.875 378.49 90
7.625 378.49 58,000.00
1
ST.LOUIS MO 63128 1 07/30/99 01
1190511 01 09/01/99 25
1365728 O 08/01/29
0
3019185 623/G61 F 71,500.00 ZZ
360 71,030.89 1
300 SOUTH CIRCLE #6C 7.750 512.23 93
7.500 512.23 77,000.00
FOREST PARK IL 60130 2 05/04/99 10
1190487 08 07/01/99 30
1345770 O 06/01/29
0
3019194 623/G61 F 92,250.00 T
360 91,814.42 1
2801 NORTH LITCHFIELD ROAD #53 8.750 725.73 90
8.500 725.73 102,500.00
GOODYEAR AZ 85338 1 06/08/99 10
1190420 01 08/01/99 25
6302822 O 07/01/29
0
3019213 623/G61 F 252,000.00 ZZ
360 250,028.52 1
8565 COUNTRY HOME CIRCLE 7.875 1,827.17 79
7.625 1,827.17 320,000.00
LAS VEGAS NV 89129 5 03/19/99 00
1190453 05 05/01/99 0
1319821 O 04/01/29
0
3023667 N67/G61 F 60,800.00 ZZ
180 60,626.60 2
614 EAST 8TH STREET 10.650 562.99 80
10.150 562.99 76,000.00
NEW ALBANY IN 47150 5 07/08/99 00
1203215 05 09/01/99 0
1460001164 O 08/01/14
0
3023669 N67/G61 F 69,300.00 ZZ
180 69,156.31 1
12286 ASHMONT COURT #302 11.990 712.30 90
11.490 712.30 77,000.00
WOODBRIDGE VA 22192 1 07/26/99 00
1203231 01 09/01/99 0
1460001316 O 08/01/14
0
1
3023684 K10/H74 F 29,250.00 ZZ
360 29,182.66 2
123 BISSELL STREET 11.500 289.66 65
11.000 289.66 45,000.00
BUFFALO NY 14215 5 08/13/99 00
1204296 05 09/13/99 0
9901516 N 08/13/29
0
3023691 K10/H74 F 27,300.00 ZZ
180 27,232.45 1
502 ROUSILLION STREET 11.170 263.50 70
10.670 263.50 39,000.00
VINCENNES IN 47591 1 07/07/99 00
1204353 05 09/01/99 0
9901552 O 08/01/14
0
3023694 K10/H74 F 220,000.00 ZZ
360 218,662.22 1
194 ALALANI STREET 7.490 1,536.77 80
6.990 1,536.77 275,000.00
PUKALANI HI 96768 1 05/28/99 00
1204338 05 08/01/99 0
9901558 O 07/01/29
0
3023696 K10/H74 F 121,500.00 ZZ
360 121,233.42 1
11518 SW 172ND TERR 10.990 1,156.16 90
10.490 1,156.16 135,000.00
MIAMI FL 33157 5 08/27/99 00
1204262 05 10/02/99 0
9901560 O 09/02/29
0
3023697 K10/H74 F 94,500.00 ZZ
360 94,256.96 1
12520 SW 185TH STREET 10.990 899.24 90
10.490 899.24 105,000.00
MIAMI FL 33177 5 07/27/99 00
1204239 05 09/02/99 0
9901561 O 08/02/29
0
3023698 K10/H74 F 130,500.00 ZZ
240 130,205.99 2
1
10 WILLIAMS ST. 11.600 1,302.30 90
11.100 1,302.30 145,000.00
JAMESBURG NJ 08831 5 07/23/99 00
1204445 05 09/02/99 0
9901562 O 08/02/19
0
3023699 K10/H74 F 109,000.00 ZZ
348 108,743.37 1
222 WARFIELD ROAD 12.590 1,170.93 86
12.090 1,170.93 128,000.00
GLEN BURNIE MD 21060 5 06/17/99 00
1204460 05 07/22/99 0
9901563 O 06/22/28
0
3023700 K10/H74 F 69,300.00 ZZ
360 69,176.62 1
26 FIRST STREET 11.950 710.17 90
11.450 710.17 77,000.00
WESTFIELD NY 14787 5 08/26/99 00
1204346 05 10/02/99 0
9901564 O 09/02/29
0
3023702 K10/H74 F 111,250.00 ZZ
360 110,932.28 1
18740 NW 19 AVENUE 10.500 1,017.65 89
10.000 1,017.65 125,000.00
MIAMI FL 33056 5 07/29/99 00
1204361 05 09/03/99 0
9901566 O 08/03/29
0
3023703 K10/H74 F 58,500.00 ZZ
120 56,505.79 1
3104 EDDIE AVENUE SOUTH 10.500 789.37 90
10.000 789.37 65,000.00
LEHIGH ACRES FL 33971 5 07/28/99 00
1204478 05 09/02/99 0
9901567 O 08/02/09
0
3023704 K10/H74 F 52,200.00 ZZ
180 52,065.77 1
1096 CHITWOOD ROAD 10.990 496.72 90
10.490 496.72 58,000.00
MOSS TN 38575 5 08/10/99 00
1204387 27 09/16/99 0
1
9901568 O 08/16/14
0
3023705 K10/H74 F 194,400.00 ZZ
180 193,844.77 1
17 HILLSIDE ROAD 10.500 1,778.26 90
10.000 1,778.26 216,000.00
SLOATSBURG NY 10974 5 07/30/99 00
1204452 05 09/04/99 0
9901569 O 08/04/14
0
3023706 K10/G61 F 63,900.00 ZZ
360 63,717.49 1
14620 SOUTH MICHIGAN AVENUE 10.500 584.52 99
10.000 584.52 65,000.00
DOLTON IL 60419 5 07/28/99 00
1210954 05 09/02/99 0
9901570 O 08/02/29
0
3023707 K10/H74 F 148,000.00 ZZ
360 147,586.87 2
308 WEST LAFAYETTE AVENUE 11.250 1,437.47 90
10.750 1,437.47 165,000.00
WEST CHESTER PA 19380 5 06/29/99 00
1204213 05 08/06/99 0
9901571 O 07/06/29
0
3023708 K10/H74 F 97,200.00 ZZ
240 96,963.20 1
320 HARWOOD AVENUE 11.240 943.33 90
10.740 943.33 108,000.00
SATELLITE BEACH FL 32937 5 08/09/99 00
1204429 05 09/13/99 0
9901572 O 08/13/19
0
3023710 K10/H74 F 117,000.00 ZZ
360 116,665.82 1
131 SNYDER HILL RD, ITHACA 10.500 1,070.25 90
10.000 1,070.25 130,000.00
TOWN OF ITHACA NY 14850 5 07/30/99 00
1204312 05 09/04/99 0
9901574 O 08/04/29
0
1
3023711 K10/H74 F 44,000.00 ZZ
360 43,916.16 1
3215 EMERY LANE 12.990 486.39 88
12.490 486.39 50,000.00
TOWNSHIP OF ROB IL 60472 2 06/25/99 00
1204403 05 08/02/99 0
9901575 O 07/02/29
0
3023712 K10/H74 F 190,400.00 ZZ
180 189,727.23 1
122 KENTUCKY WAY 9.490 1,599.60 87
8.990 1,599.60 219,000.00
FREEHOLD NJ 07728 5 07/29/99 00
1204288 03 09/03/99 0
9901576 O 08/03/14
0
3023713 K10/H74 F 137,700.00 ZZ
240 136,339.41 1
66 DIVISION AVENUE 9.650 1,297.07 90
9.150 1,297.07 153,000.00
BROOKHAVEN NY 11742 5 07/24/99 00
1204395 05 09/02/99 0
9901577 O 08/02/19
0
3023715 K10/H74 F 97,500.00 ZZ
360 96,939.25 1
940 S KIHEI ROAD #C-306 9.300 805.65 65
8.800 805.65 150,000.00
KIHEI HI 96753 5 07/01/99 00
1204437 01 09/01/99 0
9901582 N 08/01/29
0
3023718 K10/H74 F 35,000.00 ZZ
360 34,943.84 1
2722 NORTHWEST 58TH STREET 13.290 395.12 50
12.790 395.12 70,000.00
MIAMI FL 33142 5 07/08/99 00
1204486 05 09/01/99 0
9901585 O 08/01/29
0
3023721 K10/H74 F 27,650.00 ZZ
360 27,559.16 1
2537-39 SELMAN AVENUE 10.490 252.72 70
9.990 252.72 39,500.00
1
MEMPHIS TN 38112 5 06/25/99 00
1204379 05 08/01/99 0
9901588 N 07/01/29
0
3041268 K15/G61 F 60,700.00 ZZ
360 60,531.13 1
423 E. GALLAGHER STREET 11.250 589.56 85
10.750 589.56 71,500.00
FARMERSBURG IN 47850 5 08/24/99 00
1203553 27 10/01/99 0
18105300075 O 09/01/29
0
3041270 K15/G61 F 71,200.00 ZZ
360 71,017.37 2
2033 WEST 100 STREET 9.375 592.21 95
8.875 592.21 75,000.00
CLEVELAND OH 44102 5 09/13/99 00
1203561 05 11/01/99 0
28405300079 O 10/01/29
0
3041271 K15/G61 F 28,900.00 ZZ
180 28,570.19 1
2617 CHARLESTON ROAD 10.875 326.21 63
10.375 326.21 46,000.00
STANTON TN 38069 5 09/24/99 00
6024889 05 11/01/99 0
021905300126 O 10/01/14
0
3041272 K15/G61 F 73,900.00 ZZ
360 73,775.40 1
132 HIGH ROAD 12.000 760.14 27
11.500 760.14 275,000.00
NEWBURY MA 01951 5 10/18/99 00
1203587 05 12/01/99 0
024605300141 O 11/01/29
0
3041273 K15/G61 F 15,900.00 ZZ
180 15,682.86 1
1816 N. 18TH STREET 10.875 179.47 80
10.375 179.47 20,000.00
MILWAUKEE WI 53205 5 08/13/99 00
1203595 05 10/01/99 0
206505300157 N 09/01/14
0
1
3041274 K15/G61 F 95,100.00 ZZ
180 93,936.13 1
901 PANARAMA DRIVE 10.025 1,023.40 80
9.525 1,023.40 119,000.00
SPENCER WV 25276 5 09/24/99 00
1203603 05 11/01/99 0
038105300185 O 10/01/14
0
3041275 K15/G61 F 44,800.00 ZZ
360 44,681.55 1
292 BOOKER T WASHINGTON RD 11.500 443.65 75
11.000 443.65 60,000.00
CLARKTON NC 28433 5 05/26/99 00
1203611 05 08/01/99 0
017105400362 O 07/01/29
0
3041278 K15/G61 F 42,700.00 ZZ
360 42,527.29 2
6815 FULLERTON AVENUE 9.500 359.04 72
9.000 359.04 60,000.00
CLEVELAND OH 44105 5 06/14/99 00
1203629 05 08/01/99 0
028605406024 O 07/01/29
0
3041279 K15/G61 F 86,200.00 ZZ
360 85,971.96 1
1610 LONNA DRIVE 11.900 880.03 75
11.400 880.03 115,000.00
ROANOKE VA 24019 5 07/15/99 00
1203637 05 09/01/99 0
12105406945 O 08/01/29
0
3041280 K15/G61 F 25,500.00 ZZ
180 25,075.21 1
40 N WHEELING AVE 11.000 289.83 85
10.500 289.83 30,000.00
TULSA OK 74110 5 07/12/99 00
1203645 05 09/01/99 0
32805408157 O 08/01/14
0
3041281 K15/G61 F 185,200.00 ZZ
360 184,563.81 1
1
368 COMMACK ROAD 9.625 1,574.18 95
9.125 1,574.18 195,000.00
COMMACK NY 11725 2 07/26/99 00
1203652 05 09/01/99 0
13505408249 O 08/01/29
0
3041282 K15/G61 F 78,600.00 ZZ
360 78,300.84 1
501 JAMES WAY 9.250 646.62 95
8.750 646.62 83,000.00
MADERA CA 93638 5 07/20/99 00
1203660 05 09/01/99 0
038305408524 O 08/01/29
0
3041283 K15/G61 F 82,100.00 ZZ
360 81,882.42 1
808 ROYALSBOROUGH ROAD 10.850 772.57 83
10.350 772.57 100,000.00
DURHAM ME 04222 1 07/13/99 00
1203678 05 09/01/99 0
007005410690 O 08/01/29
0
3041284 K15/G61 F 128,000.00 ZZ
360 127,560.23 1
12 BLUEBIRD LANE 9.625 1,087.99 95
9.125 1,087.99 135,000.00
GLOVERSVILLE NY 12078 5 07/22/99 00
1203686 27 09/01/99 0
013505411590 O 08/01/29
0
3041285 K15/G61 F 87,500.00 ZZ
360 87,188.23 1
9295 STICKLE ROAD 9.450 732.56 80
8.950 732.56 110,000.00
SAINT LOUISVILL OH 43071 5 07/27/99 00
1203694 27 09/01/99 0
202605412999 O 08/01/29
0
3041287 K15/G61 F 64,000.00 ZZ
360 63,805.76 1
RT. 1 BOX 86 10.250 573.50 80
9.750 573.50 80,000.00
DEPEW OK 74028 5 07/21/99 00
1203710 05 09/01/99 0
1
0005414568 O 08/01/29
0
3041288 K15/G61 F 53,800.00 ZZ
180 53,017.90 1
1209 CLANTON ROAD 10.625 598.88 83
10.125 598.88 65,000.00
CHARLOTTE NC 28217 5 08/12/99 00
1203728 05 10/01/99 0
17405415101 O 09/01/14
0
3041290 K15/G61 F 19,300.00 ZZ
240 19,188.59 1
323 SOUTH MIAMI AVE 11.900 211.17 32
11.400 211.17 62,000.00
SIDNEY OH 45365 5 09/15/99 00
1203736 05 11/01/99 0
27805418944 O 10/01/19
0
3041292 K15/G61 F 42,800.00 ZZ
360 42,614.30 1
637 N 6TH ST 9.825 370.08 80
9.325 370.08 54,000.00
NILES MI 49120 2 05/21/99 00
1203744 05 07/01/99 0
0006028935 O 06/01/29
0
3041299 F42/G61 F 146,000.00 ZZ
180 144,872.37 1
632 6TH AVENUE 9.375 1,513.58 75
9.125 1,513.58 196,000.00
LYNDHURST NJ 07071 2 11/05/99 00
1203850 05 01/01/00 0
NJO2554 O 12/01/14
0
3041300 F42/G61 F 63,175.00 ZZ
360 63,067.68 1
9815 NW 66 STREET #E 10.250 566.11 95
10.000 566.11 66,500.00
TAMARAC FL 33321 1 10/28/99 10
1203835 01 12/01/99 30
990Z0445 O 11/01/29
0
1
3041301 F42/G61 F 89,200.00 T
360 88,804.16 1
16850 SW 92ND AVENUE 9.500 750.04 80
9.250 750.04 111,500.00
MIAMI FL 33157 1 11/01/99 00
1203777 05 12/01/99 0
990Z0493 O 11/01/29
0
3041302 F42/G61 F 220,400.00 ZZ
360 220,015.42 1
564 CANAL ROAD 10.125 1,954.56 95
9.875 1,954.56 232,000.00
SARASOTA FL 34242 1 11/02/99 00
1203876 05 12/01/99 0
99AH0428 O 11/01/29
0
3041303 F42/G61 F 65,700.00 ZZ
360 65,579.10 1
611 SW 12TH AVENUE 9.875 570.51 90
9.625 570.51 73,000.00
HOMESTEAD FL 33030 5 10/22/99 00
1203793 05 12/01/99 0
99DA0470 O 11/01/29
0
3041304 F42/G61 F 76,050.00 ZZ
360 75,920.77 1
1101 NE 247 STREET 10.250 681.49 90
10.000 681.49 84,500.00
LAWTEY FL 32058 1 10/26/99 00
1203892 05 12/01/99 0
99LA0150 O 11/01/29
0
3041305 F42/G61 F 60,000.00 ZZ
360 59,908.38 1
1549 FORGE POND ROAD 9.375 499.05 75
9.125 499.05 80,000.00
BRICK NJ 08724 5 11/04/99 00
1203934 05 01/01/00 0
NJ02508 O 12/01/29
0
3041306 F42/G61 F 66,500.00 ZZ
360 66,360.49 1
33 HARDING ROAD 9.250 547.08 70
9.000 547.08 95,000.00
1
KEANSBURG NJ 07734 5 10/25/99 00
1203819 05 12/01/99 0
NJ02527 O 11/01/29
0
3041307 F42/G61 F 178,400.00 ZZ
360 178,141.52 1
72 SMITH STREET 9.625 1,516.39 80
9.375 1,516.39 223,000.00
HICKSVILLE NY 11801 5 11/04/99 00
1203959 05 01/01/00 0
RS03079 O 12/01/29
0
3041308 F42/G61 F 80,000.00 ZZ
360 79,853.55 2
150-39 12TH ROAD 8.500 615.14 24
8.250 615.14 337,000.00
WHITESTONE NY 11357 1 11/08/99 00
1203975 05 01/01/00 0
SI00165 N 12/01/29
0
3042904 593/G61 F 126,000.00 ZZ
360 125,670.98 1
1519 SOUTH 2900 EAST 7.875 913.59 90
7.625 913.59 140,000.00
SPANISH FORK UT 84660 4 11/19/99 12
1205095 05 01/01/00 25
0007630718 O 12/01/29
0
3044218 765/G61 F 105,000.00 ZZ
360 104,286.66 1
14051 1/4 ANDERSON STREET 10.500 960.48 95
10.000 960.48 110,600.00
PARAMOUNT CA 90723 1 10/16/98 00
1203348 01 12/01/98 0
122016 O 11/01/28
0
3044221 765/G61 F 37,800.00 ZZ
360 37,228.86 1
9131 JAPATUL ROAD 10.750 352.86 90
10.250 352.86 42,000.00
APPLE VALLEY CA 92308 1 01/04/99 00
1203363 05 03/01/99 0
122186 O 02/01/29
0
1
3044222 765/G61 F 122,400.00 ZZ
360 121,837.52 2
5544-5546 LINDEN AVENUE 10.375 1,108.22 90
9.875 1,108.22 136,000.00
LONG BEACH CA 90805 1 03/02/99 00
1203389 05 05/01/99 0
122317 O 04/01/29
0
3044223 765/G61 F 75,525.00 ZZ
180 75,151.71 1
1404 NORTH TUSTIN AVENUE #G-2 10.125 669.77 95
9.625 669.77 79,500.00
SANTA ANA CA 92705 1 03/22/99 00
1203405 01 05/01/99 0
122370 O 04/01/14
0
3044224 765/G61 F 31,200.00 ZZ
180 31,043.50 1
1450 BELLA VISTA DRIVE 8.625 242.67 80
8.125 242.67 39,000.00
HEMET CA 92543 1 06/03/99 00
1203421 27 08/01/99 0
122535L O 07/01/14
0
3044225 765/G61 F 78,210.00 ZZ
180 77,799.08 1
2500 NORTHWEST PRICESS ST #104 9.625 664.78 90
9.125 664.78 86,900.00
CORVALLIS OR 97330 1 04/08/99 00
1203447 01 06/01/99 0
190127L O 05/01/14
0
3049493 286/286 F 276,000.00 ZZ
360 275,468.36 1
2036 S JOLIET CT 8.250 2,073.50 82
8.000 2,073.50 337,000.00
AURORA CO 80014 1 11/10/99 00
0000644705 05 01/01/00 0
0000644705 O 12/01/29
0
3049494 286/286 F 439,950.00 ZZ
360 435,665.47 1
1
311 ROCK OAK ROAD 8.625 3,421.89 90
8.375 3,421.89 488,878.00
FREEHOLD NJ 07728 1 08/27/99 12
0009521008 05 10/01/99 25
0009521008 O 09/01/29
0
3049495 286/286 F 474,300.00 ZZ
360 472,879.58 1
279 LAKEVIEW AVE 8.625 3,689.06 100
8.375 3,689.06 477,245.00
ATLANTA GA 30305 1 09/15/99 11
0009607264 05 11/01/99 25
0009607264 O 10/01/29
0
3068101 T55/H74 F 66,078.00 ZZ
300 64,114.15 1
10807 SHAWNBROOK DRIVE 7.875 506.18 74
7.625 506.18 90,000.00
HOUSTON TX 77071 2 01/09/98 00
2158137 03 03/01/98 0
347432 O 02/01/23
0
3068103 T55/H74 F 60,000.00 ZZ
360 39,742.31 1
2326 WILSHIRE AVENUE 9.500 548.86 93
9.250 548.86 65,000.00
SANTA ANA CA 92700 1 02/16/79 98
2158152 05 04/01/79 99
357319 O 03/01/09
0
3068104 T55/H74 F 130,000.00 ZZ
360 109,752.56 1
610 CALLE FIERROS 9.750 1,116.90 61
9.500 1,116.90 215,000.00
SAN CLEMENTE CA 92672 5 09/01/86 00
2158160 03 11/01/86 0
357325 O 10/01/16
0
3068105 T55/H74 F 110,000.00 ZZ
360 96,141.13 1
7348 FULLBRIGHT AVE 9.625 934.99 56
9.375 934.99 198,000.00
CANOGA PARK CA 91306 1 04/28/88 00
2158178 05 06/01/88 0
1
357333 O 05/01/18
0
3068107 T55/H74 F 41,935.00 ZZ
360 37,084.12 1
2107 OXFORD AVENUE 10.000 368.01 104
9.750 368.01 40,500.00
AUSTIN TX 78704 1 08/29/88 98
2158194 05 10/01/88 99
378521 O 09/01/18
0
3068108 T55/H74 F 60,050.00 ZZ
360 49,798.28 1
4653 BELINDA ANN 9.500 504.93 100
9.250 504.93 60,050.00
EL PASO TX 79904 1 03/14/86 99
2158202 05 05/01/86 25
379226 O 04/01/16
0
3068109 T55/H74 F 49,824.00 ZZ
360 41,900.32 1
1520 PRADO DEL SOL 9.500 418.95 100
9.250 418.95 49,824.00
EL PASO TX 79936 1 09/24/86 98
2158210 05 11/01/86 99
379500 O 10/01/16
0
3068110 T55/H74 F 44,500.00 ZZ
360 35,987.05 1
1607 BILL OGDEN 11.500 440.68 100
11.250 440.68 44,500.00
EL PASO TX 79925 1 06/23/83 99
2158228 05 08/01/83 60
379573 O 07/01/13
0
3068111 T55/H74 F 83,818.00 ZZ
360 68,652.14 1
8033 FOREST ASH 8.500 644.49 100
8.250 644.49 83,818.00
SAN ANTONIO TX 78233 1 09/29/86 98
2158236 05 11/01/86 99
380109 O 10/01/16
0
1
3068112 T55/H74 F 61,550.00 ZZ
360 51,352.31 1
6118 CLIFFBRIER 9.000 495.25 100
8.750 495.25 61,550.00
SAN ANTONIO TX 78250 1 01/13/87 99
2158244 05 03/01/87 25
380169 O 02/01/17
0
3068113 T55/H74 F 55,550.00 ZZ
360 46,519.71 1
7314 SUNLIGHT LANE 9.500 467.10 100
9.250 467.10 55,550.00
HOUSTON TX 77095 1 08/05/86 98
2158251 05 09/01/86 99
380439 O 08/01/16
0
3068114 T55/H74 F 69,791.00 ZZ
360 45,739.03 1
2922 BUFFALO PASS 8.500 536.63 100
8.250 536.63 69,791.00
SAN ANTONIO TX 78245 1 04/15/86 99
2158269 05 06/01/86 39
380949 O 05/01/16
0
3068116 T55/H74 F 66,564.00 ZZ
360 63,644.82 1
2117 SUMMIT ROW BLVD 8.500 511.82 98
8.250 511.82 68,000.00
POWELL OH 43065 1 04/27/95 98
2158285 05 06/01/95 99
381234 O 05/01/25
0
3068118 T55/H74 F 104,515.72 ZZ
220 100,494.09 1
115 WASHINGTON STREET 7.625 883.37 67
7.375 883.37 158,000.00
MELROSE MA 02176 1 02/09/99 00
2158301 05 03/01/99 0
394044 O 06/01/17
0
3068119 T55/H74 F 76,852.47 ZZ
261 63,871.49 1
2618 HAMILTON DR 9.000 671.98 102
8.750 671.98 75,400.00
1
GRAND PRAIRIE TX 75052 1 05/15/92 04
2158319 05 06/01/92 22
394143 O 02/01/14
0
3068120 T55/H74 F 84,150.00 ZZ
360 58,685.12 1
11227 WILLOW FIELD DR 11.375 825.32 95
11.125 825.32 88,580.00
CYPRESS TX 77429 1 12/28/83 04
2158327 05 02/01/84 22
394150 O 01/01/14
0
3068121 T55/H74 F 59,700.00 ZZ
360 48,508.03 1
21447 PARK BISHOP DRIVE 11.000 568.54 95
10.750 568.54 62,880.00
KATY TX 77450 1 01/23/84 04
2158335 05 03/01/84 22
394153 O 02/01/14
0
3068122 T55/H74 F 280,000.00 ZZ
120 262,065.97 1
4206 ESMAR ROAD 9.750 2,405.63 80
9.500 2,405.63 350,000.00
CERES CA 95307 1 06/04/92 00
2158343 05 08/01/92 0
394252 O 07/01/02
0
3068123 T55/H74 F 141,750.00 ZZ
120 131,586.86 1
3025 GROVE WAY #B 8.750 1,115.15 77
8.500 1,115.15 185,000.00
CASTRO VALLEY CA 94546 5 01/20/93 00
2158350 01 03/01/93 0
394257 N 02/01/03
0
3068124 T55/H74 F 55,750.00 ZZ
360 53,958.57 1
8914 KENNARD DRIVE 8.875 443.58 97
8.625 443.58 57,500.00
HOUSTON TX 77074 1 05/31/96 04
2158368 05 07/01/96 22
394423 O 06/01/26
0
1
3068126 T55/H74 F 69,364.00 ZZ
360 62,214.02 1
10919 OAK DRIVE 10.000 608.72 96
9.750 608.72 73,000.00
HUDSON FL 34667 1 08/21/89 98
2158384 05 10/01/89 99
394887 O 09/01/19
0
3068127 T55/H74 F 59,133.98 ZZ
331 37,011.42 1
1431 WHITE CROSS DR 11.500 591.89 80
11.250 591.89 74,400.00
BATON ROUGE LA 70810 1 09/26/80 00
2158392 05 10/01/80 0
394901 O 04/01/08
0
3068128 T55/H74 F 94,400.00 ZZ
360 85,902.20 1
3102 EAGLE AVE 11.125 907.93 80
10.875 907.93 118,000.00
MEDFORD NY 11763 2 02/09/89 00
2158400 05 04/01/89 0
394918 O 03/01/19
0
3068132 T55/H74 F 157,103.89 ZZ
297 146,720.44 1
25 NORTHVIEW DRIVE 9.750 1,403.35 88
9.500 1,403.35 180,000.00
MAHOPAC NY 10541 1 12/16/94 00
2158442 05 01/01/95 0
394937 O 09/01/19
0
3068134 T55/H74 F 149,268.77 ZZ
347 139,271.92 3
641 EAST 95TH STREET 10.625 1,386.15 60
10.375 1,386.15 250,000.00
BROOKLYN NY 11236 5 12/31/91 00
2158467 05 01/01/92 0
394965 O 11/01/20
0
3068135 T55/H74 F 108,000.00 ZZ
360 99,478.69 1
1
266 MALANEY AVE 10.125 957.77 103
9.875 957.77 105,000.00
WESTBURY NY 11590 5 12/27/90 00
2158475 05 02/01/91 0
394969 O 01/01/21
0
3068136 T55/H74 F 47,900.00 ZZ
360 43,662.68 1
3528 SHERYL LN 9.000 400.00 96
8.750 400.00 50,000.00
MESQUITE TX 75150 1 05/17/94 00
2158483 05 07/01/94 0
394971 O 06/01/24
0
3068137 T55/H74 F 47,500.00 ZZ
360 41,243.25 1
3733 BROOKHILL DR 10.000 416.84 100
9.750 416.84 47,500.00
CORPUS CHRISTI TX 78410 1 08/31/87 00
2158491 05 10/01/87 0
394973 N 09/01/17
0
3068138 T55/H74 F 70,900.00 ZZ
360 62,618.82 1
4321 CRESTED BUTTE DRIVE 10.000 622.20 102
9.750 622.20 70,000.00
CORPUS CHRISTI TX 78413 1 06/16/88 99
2158509 05 08/01/88 99
394974 O 07/01/18
0
3068139 T55/H74 F 72,658.00 ZZ
360 60,709.31 1
3214 DUNBARTON OAKS 9.500 610.95 99
9.250 610.95 73,999.00
CORPUS CHRISTI TX 78413 1 05/28/86 98
2158517 05 07/01/86 99
394975 O 06/01/16
0
3068141 T55/H74 F 111,017.00 ZZ
180 102,509.91 1
179 NORTH MONROE AVENUE 11.290 1,282.11 80
11.040 1,282.11 140,000.00
LINDENHURST NY 11757 5 07/09/97 00
2158533 05 09/01/97 0
1
394980 O 08/01/12
0
3068142 T55/H74 F 56,816.00 ZZ
180 51,783.32 1
211 WALTHALL ROAD 10.500 628.04 82
10.250 628.04 70,000.00
JACKSON GA 30233 5 06/25/97 00
2158541 27 08/01/97 0
394983 O 07/01/12
0
3068143 T55/H74 F 148,000.00 ZZ
360 141,141.78 4
5083 CLAYTON ROAD 7.000 984.65 80
6.750 984.65 185,000.00
CONCORD CA 94521 1 01/24/96 00
2158558 05 03/01/96 0
395096 N 02/01/26
0
3068144 T55/H74 F 36,900.00 ZZ
360 35,697.92 1
32 S UNION STREET 9.000 296.91 85
8.750 296.91 43,500.00
SMYRNA DE 19977 1 07/03/97 10
2158566 07 08/01/97 25
395109 N 07/01/27
0
3068145 T55/H74 F 95,000.00 ZZ
360 79,031.42 1
77 UNION AVE 8.500 730.47 102
8.250 730.47 94,000.00
NEPTUNE CITY NJ 07753 1 04/10/87 99
2158574 05 06/01/87 25
395114 O 05/01/17
0
3068146 T55/H74 F 58,200.00 ZZ
360 56,488.10 1
5727 EAST 1000 SOUTH 8.500 447.51 97
8.250 447.51 60,000.00
LAFAYETTE IN 47905 1 09/02/97 11
2158582 05 10/01/97 30
395116 O 09/01/27
0
1
3068148 T55/H74 F 79,230.00 ZZ
328 75,471.87 1
1111 PIERMONT ROAD 7.750 568.37 95
7.500 568.37 84,000.00
SOUTH EUCLID OH 44121 1 01/06/98 04
2158608 05 03/01/98 22
395268 O 06/01/25
0
3068149 T55/H74 F 208,709.84 ZZ
337 204,134.39 1
1602 MIDNIGHT DRIVE 8.125 1,581.38 89
7.875 1,581.38 236,000.00
SAN ANTONIO TX 78258 4 08/07/97 04
2158616 05 10/01/97 17
395288 O 10/01/25
0
3068150 T55/H74 F 193,200.00 ZZ
349 184,482.72 1
2650 BUTLER RD 8.375 1,478.94 80
8.125 1,478.94 241,500.00
LEAGUE CITY TX 77573 4 09/07/95 00
2158624 03 11/01/95 0
395435 O 11/01/24
0
3068151 T55/H74 F 128,700.00 ZZ
60 124,596.71 1
3267 CHEROKEE AVENUE 8.375 978.21 90
8.125 978.21 143,000.00
SOUTH GATE CA 90280 2 06/24/96 04
2158632 05 08/01/96 17
395443 O 07/01/01
0
3068152 T55/H74 F 94,500.00 ZZ
360 72,401.37 1
279 EAST 37TH STREET 9.000 760.37 70
8.750 760.37 135,000.00
BROOKLYN NY 11203 1 01/14/97 98
2158640 05 03/01/97 99
395451 O 02/01/27
0
3068153 T55/H74 F 147,250.00 ZZ
360 143,406.61 1
766 HOPKINSON AVENU 9.125 1,198.07 95
8.875 1,198.07 155,000.00
1
BROOKLYN NY 11212 1 04/22/97 14
2158657 05 06/01/97 30
395452 O 05/01/27
0
3068154 T55/H74 F 216,250.00 ZZ
360 211,467.39 4
1254 BOYNTON AVENUE 9.250 1,779.04 93
9.000 1,779.04 235,000.00
BRONX NY 10472 1 01/17/97 98
2158665 05 03/01/97 99
395464 O 02/01/27
0
3068155 T55/H74 F 56,000.00 ZZ
180 52,401.45 1
116 E 5TH STREET 8.125 539.21 76
7.875 539.21 74,000.00
RUSHVILLE IN 46173 5 05/05/98 00
2158673 05 07/01/98 0
395480 O 06/01/13
0
3068156 T55/H74 F 59,500.00 ZZ
180 54,975.20 1
5703 S RANDOLPH 8.500 585.92 70
8.250 585.92 86,000.00
INDIANAPOLIS IN 46227 5 05/07/98 00
2158681 05 07/01/98 0
395481 O 06/01/13
0
3068157 T55/H74 F 42,196.00 ZZ
180 39,465.14 1
7611 PENWAY AVENUE 8.500 415.52 65
8.250 415.52 65,000.00
INDIANAPOLIS IN 46226 2 05/29/98 00
2158699 05 07/01/98 0
395482 N 06/01/13
0
3068158 T55/H74 F 67,500.00 T
360 58,023.31 1
LOT 2703 SECT 6 POCONO FARMS E 10.000 592.36 86
9.750 592.36 78,500.00
TOBYHANNA PA 18466 2 03/05/87 00
2158707 05 05/01/87 0
395502 O 04/01/17
0
1
3068159 T55/H74 F 53,000.00 T
360 45,310.28 1
G-498 EAGLE ROCK 10.000 465.11 90
9.750 465.11 59,450.00
TOBYHANNA PA 18466 1 01/01/88 04
2158715 05 01/01/88 25
395503 O 12/01/17
0
3068160 T55/H74 F 60,334.91 T
180 34,056.14 1
3 LAKEWOOD DRIVE 8.125 580.95 68
7.875 580.95 90,000.00
DINGMANS FERRY PA 18328 4 05/01/92 00
2158723 03 06/01/92 0
395506 O 05/01/07
0
3068161 T55/H74 F 89,592.86 T
328 80,561.88 1
24 GEMINI TRAIL 9.280 753.03 88
9.030 753.03 102,000.00
GREENTOWN PA 18426 4 10/03/91 00
2158731 03 12/01/91 0
395508 O 03/01/19
0
3068162 T55/H74 F 94,590.81 T
328 82,787.02 1
222 SUMMERTON CIR 9.100 783.02 86
8.850 783.02 110,500.00
EAST STROUDSBUR PA 18301 4 12/03/91 00
2158749 03 02/01/92 0
395510 O 05/01/19
0
3068163 T55/H74 F 75,682.57 ZZ
341 68,962.26 1
LOT #197E TOWAMENSING TRAILS 10.260 684.64 90
10.010 684.64 84,800.00
ALBRIGHTSVILLE PA 18210 4 12/01/90 04
2158756 05 02/01/91 30
395511 O 06/01/19
0
3068164 T55/H74 F 73,567.69 ZZ
331 66,336.35 1
1
118 FLORAL 9.280 617.11 93
9.030 617.11 79,740.00
POCONO LAKE PA 18347 4 10/01/91 04
2158764 05 12/01/91 25
395512 O 06/01/19
0
3068165 T55/H74 F 89,073.64 ZZ
338 80,813.27 1
LOT 211 SEC H POCONO COUNTRY 9.280 743.88 90
PLACE 9.030 743.88 100,000.00
TOBYHANNA PA 18466 4 10/01/91 04
2158772 05 12/01/91 17
395516 O 01/01/20
0
3068166 T55/H74 F 94,729.76 ZZ
353 85,307.40 1
LOT 33 UNDERHILL DR 10.600 880.27 95
10.350 880.27 99,896.00
TAMIMENT PA 18371 4 10/01/90 00
2158780 03 12/01/90 0
395519 N 04/01/20
0
3068167 T55/H74 F 75,600.00 ZZ
360 67,821.72 1
LOT 3 BOX W404 WILD ACRES 9.625 642.59 87
9.375 642.59 87,200.00
DINGMANS FERRY PA 18328 1 09/12/89 04
2158798 05 11/01/89 25
395520 O 10/01/19
0
3068168 T55/H74 F 114,500.00 ZZ
180 33,923.97 1
6 SUNRISE LAKE 10.000 1,230.43 80
9.750 1,230.43 144,500.00
MILFORD PA 18337 4 12/10/90 00
2158806 05 02/01/91 0
395524 O 01/01/06
0
3068169 T55/H74 F 95,000.00 ZZ
360 87,417.44 1
1134 LAKEVIEW DRIVE 8.375 722.07 90
8.125 722.07 106,500.00
LAKE ARIEL PA 18436 2 06/19/92 04
2158814 05 08/01/92 17
1
395529 O 07/01/22
0
3068172 T55/H74 F 65,298.38 ZZ
239 63,774.25 1
LOT #19 ARNOLD DRIVE RD #4 7.230 516.28 71
BOX 215 6.980 516.28 92,000.00
LAKE ARIEL PA 18436 1 02/02/99 00
2158848 05 04/01/99 0
395756 O 02/01/19
0
3068173 T55/H74 F 42,525.25 T
340 35,247.41 1
LOT #40, BLOCK 1 SECTION 1 7.460 300.96 60
7.210 300.96 71,300.00
MILFORD PA 18337 5 03/21/94 00
2158855 05 04/01/94 0
395853 O 07/01/22
0
3068174 T55/H74 F 93,882.72 ZZ
334 86,927.73 1
371 PRIMROSE LANE 8.200 715.63 77
7.950 715.63 122,000.00
MILFORD PA 18337 4 10/03/95 04
2158863 05 11/01/95 20
395912 O 08/01/23
0
3068176 T55/H74 F 79,827.66 ZZ
315 77,508.65 1
8 MILE TRL 7.570 584.17 87
7.320 584.17 92,000.00
CARROLL VALLEY PA 17320 1 02/04/98 00
2158889 05 04/01/98 0
395962 O 06/01/24
0
3068177 T55/H74 F 77,381.54 T
317 75,561.88 1
594 SQUAW VALLEY RD 7.540 563.60 78
7.290 563.60 100,000.00
TAFTON PA 18464 4 04/06/98 00
2158897 05 06/01/98 0
395985 O 10/01/24
0
1
3068178 T55/H74 F 70,595.04 ZZ
277 67,213.72 1
LOT 4,BLOCK W-603,WILD ACRES 8.375 577.38 81
8.125 577.38 88,000.00
DINGMANS FERRY PA 18328 1 08/01/97 14
2158905 03 08/01/97 20
396040 O 08/01/20
0
3068179 T55/H74 F 79,097.41 ZZ
277 75,708.44 1
LT. 34 BLK 1002 SEC.10 WILD AC 8.375 646.92 86
8.125 646.92 93,000.00
DINGMANS FERRY PA 18328 1 08/01/97 00
2158913 05 08/01/97 0
396041 O 08/01/20
0
3068180 T55/H74 F 55,100.00 ZZ
360 52,409.46 1
LOTS 103 & 104 THIRD STREET 8.375 418.80 95
8.125 418.80 58,000.00
GOULDSBORO PA 18424 1 04/01/95 04
2158921 05 05/01/95 25
396049 O 04/01/25
0
3068181 T55/H74 F 60,000.00 ZZ
360 58,551.36 1
207 TIMBERCREST COURT 8.375 456.04 89
8.125 456.04 68,000.00
STILLWATER OK 74075 1 05/08/98 12
2158939 03 07/01/98 25
396136 N 06/01/28
0
3068182 T55/H74 F 248,500.00 ZZ
360 242,779.25 1
67 WILDGLEN DR 8.875 1,977.18 90
8.625 1,977.18 278,000.00
SUWANEE GA 30174 1 03/28/97 10
2158947 05 05/01/97 25
396162 O 04/01/27
0
3068183 T55/H74 F 59,800.00 ZZ
360 58,026.12 1
5 ROSE STREET 8.500 459.81 78
8.250 459.81 77,000.00
1
DOVER NH 03820 1 01/28/97 00
2158954 05 03/01/97 0
396664 N 02/01/27
0
3068184 T55/H74 F 44,500.00 ZZ
360 43,606.75 1
217 EAST CHERYL AVENUE 9.250 366.10 90
9.000 366.10 49,450.00
BEDFORD TX 76022 1 05/07/97 01
2158962 05 06/01/97 25
396666 N 05/01/27
0
3068185 T55/H74 F 59,400.00 ZZ
360 57,032.92 1
1607 SURREY DRIVE 9.125 483.30 90
8.875 483.30 66,000.00
NORMAN OK 73071 5 05/29/97 01
2158970 05 07/01/97 25
396673 O 06/01/27
0
3068187 T55/H74 F 37,350.00 ZZ
360 36,917.24 1
480 N GRAND MESA DRIVE 8.500 287.19 90
8.250 287.19 41,500.00
CEDAREDGE CO 81413 1 08/20/98 14
2158996 05 10/01/98 25
396720 N 09/01/28
0
3068188 T55/H74 F 60,000.00 ZZ
360 59,167.40 2
1006 S 25TH STREET 7.875 435.04 80
7.625 435.04 75,000.00
LACROSSE WI 54601 1 07/07/98 00
2159002 05 09/01/98 0
396725 N 08/01/28
0
3068190 T55/H74 F 183,600.00 ZZ
84 177,875.98 1
1567 LUISA STREET 7.125 1,236.95 77
6.875 1,236.95 240,000.00
SANTA FE NM 87505 1 03/10/97 00
2159028 05 05/01/97 0
396820 O 04/01/04
0
1
3068191 T55/H74 F 56,000.00 ZZ
360 55,102.15 1
604 ROOSEVELT AVE 7.125 377.28 76
6.875 377.28 74,000.00
NAMPA ID 83686 1 07/22/98 00
2159036 05 09/01/98 0
396822 O 08/01/28
0
3068193 T55/H74 F 86,450.00 ZZ
360 85,014.83 2
208 SOUTH BOLAND AVENUE 7.500 604.48 95
7.250 604.48 91,000.00
EXETER CA 93221 1 05/20/98 04
2159051 05 07/01/98 22
396825 O 06/01/28
0
3068195 T55/H74 F 67,450.00 ZZ
360 66,162.89 1
14963 OLD POINT ROAD 7.750 483.22 95
7.500 483.22 71,000.00
TAMPA FL 33613 1 01/26/98 01
2159077 05 03/01/98 30
396827 O 02/01/28
0
3068196 T55/H74 F 100,000.00 ZZ
240 97,126.22 1
609 EDGEWATER DRIVE 6.750 760.37 79
6.500 760.37 127,900.00
BELMONT NC 28012 5 12/18/98 00
2159085 05 02/01/99 0
396830 O 01/01/19
0
3068197 T55/H74 F 85,200.00 ZZ
180 76,142.55 2
1125 LEIGEL AVENUE 7.500 789.82 80
7.250 789.82 106,500.00
PLAIN WI 53577 2 11/25/97 04
2159093 05 01/01/98 6
396873 O 12/01/12
0
3068198 T55/H74 F 265,600.00 ZZ
360 262,076.07 1
1
5255 19TH AVENUE NE 7.500 1,857.12 80
7.250 1,857.12 332,000.00
SEATTLE WA 98105 5 10/01/98 00
2159101 05 11/01/98 0
396875 N 10/01/28
0
3068199 T55/H74 F 99,200.00 ZZ
180 91,875.98 1
8580 EAST MAIN STREET 7.000 891.64 80
6.750 891.64 124,000.00
RUSHVILLE OH 43150 5 04/20/98 00
2159119 05 06/01/98 0
396894 O 05/01/13
0
3068200 T55/H74 F 70,000.00 ZZ
360 68,734.43 3
200 N. 61ST AVE. 9.250 575.88 65
9.000 575.88 109,000.00
HOLLYWOOD FL 33023 5 07/02/97 00
2159127 05 09/01/97 0
396899 N 08/01/27
0
3068201 T55/H74 F 53,100.00 ZZ
360 52,399.87 2
1378-1380 EPWORTH STREET 8.500 408.29 90
8.250 408.29 59,000.00
ATLANTA GA 30310 1 06/23/98 01
2159135 05 08/01/98 25
396900 N 07/01/28
0
3068202 T55/H74 F 106,600.00 ZZ
360 105,090.84 1
123 BISMARCK DRIVE 7.000 709.22 97
6.750 709.22 109,900.00
PELZER SC 29669 1 11/13/98 14
2159143 05 01/01/99 18
396902 O 12/01/28
0
3068203 T55/H74 F 83,500.00 ZZ
360 81,714.49 1
641 SQUABUCK ROAD 7.375 576.72 91
7.125 576.72 92,000.00
COLUMBIA CITY IN 46725 1 12/22/97 14
2159150 05 02/01/98 25
1
396903 O 01/01/28
0
3068204 T55/H74 F 58,500.00 T
180 54,429.45 1
36889 SUNSET LANE 7.125 529.92 90
6.875 529.92 65,000.00
PARKER DAM AZ 85344 2 05/20/98 11
2159168 05 07/01/98 25
396904 O 06/01/13
0
3068205 T55/H74 F 118,500.00 ZZ
360 117,160.35 1
207 ARROWHEAD 6.875 778.46 93
6.625 778.46 127,500.00
SHOREWOOD IL 60431 2 01/15/99 14
2159176 05 03/01/99 25
396905 O 02/01/29
0
3068206 T55/H74 F 312,200.00 ZZ
180 291,319.66 1
5413 BELLE MEADE DRIVE 7.625 2,916.36 63
7.375 2,916.36 500,000.00
BATAVIA OH 45103 2 05/27/98 00
2159184 05 07/01/98 0
396907 O 06/01/13
0
3068207 T55/H74 F 54,900.00 ZZ
360 53,729.79 1
1616 W. MAIN STREET 8.750 431.90 90
8.500 431.90 61,000.00
DECATUR IL 62522 1 07/10/97 01
2159192 05 09/01/97 25
396908 N 08/01/27
0
3068208 T55/H74 F 48,500.00 ZZ
180 45,373.51 1
517 CANEY VALLEY DRIVE 6.750 429.19 89
6.500 429.19 55,000.00
PLUMERVILLE AR 72127 5 07/27/98 12
2159200 05 09/01/98 12
396911 O 08/01/13
0
1
3068209 T55/H74 F 93,500.00 ZZ
360 92,671.69 1
2326 HUMBOLDT STREET 8.125 694.24 85
7.875 694.24 110,000.00
DENVER CO 80205 1 01/25/99 11
2159218 05 03/01/99 12
396914 N 02/01/29
0
3068210 T55/H74 F 68,350.00 ZZ
360 67,031.01 1
4801 COUNTY ROAD 7340 7.750 489.67 57
7.500 489.67 120,000.00
LUBBOCK TX 79424 2 08/05/98 00
2159226 05 10/01/98 0
396918 O 09/01/28
0
3068213 T55/H74 F 60,000.00 ZZ
360 56,929.68 2
1843 & 1845 LIVINGSTONE ST. 8.875 477.39 80
8.625 477.39 75,000.00
SARASOTA FL 34231 1 03/31/97 01
2159259 05 05/01/97 12
396921 N 04/01/27
0
3068215 T55/H74 F 72,800.00 ZZ
360 71,802.14 1
12505 SOUTH 225TH EAST AVENUE 7.000 484.35 91
6.750 484.35 80,000.00
BROKEN ARROW OK 74014 5 10/15/98 00
2159275 05 12/01/98 0
396924 O 11/01/28
0
3068217 T55/H74 F 41,400.00 ZZ
360 40,959.78 1
126 GALLAGHER AVENUE 8.625 322.00 90
8.375 322.00 46,000.00
LAS CRUCES NM 88005 1 09/02/98 04
2159291 05 11/01/98 17
396926 N 10/01/28
0
3068218 T55/H74 F 79,800.00 ZZ
360 78,706.37 1
4841 OLD WAYNESBORO ROAD 7.000 530.91 97
6.750 530.91 82,300.00
1
HEPHZIBAH GA 30815 1 10/14/98 04
2159309 27 12/01/98 22
396927 O 11/01/28
0
3068221 T55/H74 F 55,000.00 ZZ
180 52,014.18 1
1609 GEER HIGHWAY 6.750 486.70 76
6.500 486.70 73,000.00
TRAVELERS REST SC 29690 5 10/14/98 00
2159333 05 12/01/98 0
396930 O 11/01/13
0
3068224 T55/H74 F 60,350.00 ZZ
360 59,613.21 1
115 DORIS AVE. 7.250 411.69 97
7.000 411.69 62,250.00
GLASGOW KY 42141 1 11/13/98 14
2159366 05 01/01/99 35
396933 O 12/01/28
0
3068225 T55/H74 F 85,800.00 ZZ
360 84,894.81 2
99 SOUTH STREET 8.000 629.58 95
7.750 629.58 90,800.00
JERSEY CITY NJ 07307 1 11/03/98 01
2159374 05 01/01/99 30
397000 O 12/01/28
0
3068226 T55/H74 F 443,600.00 ZZ
360 438,934.64 2
3644 NORTH JANSSEN AVENUE 7.250 3,026.13 81
7.000 3,026.13 549,850.00
CHICAGO IL 60613 1 02/01/99 00
2159382 05 03/01/99 0
397002 O 02/01/29
0
3068227 T55/H74 F 102,700.00 ZZ
360 101,604.72 1
5948 DIANA PLACE 6.750 666.11 83
6.500 666.11 125,000.00
COLUMBUS OH 43231 5 02/16/99 00
2159390 05 04/01/99 0
397004 O 03/01/29
0
1
3068228 T55/H74 F 232,000.00 ZZ
360 229,643.34 1
5818 LARAMIE AVENUE 7.000 1,543.50 80
6.750 1,543.50 290,000.00
WOODLAND HILLS CA 91367 2 02/01/99 00
2159408 05 04/01/99 0
397006 O 03/01/29
0
3068229 T55/H74 F 71,000.00 ZZ
360 70,158.05 1
5023 SMOKETREE RD 7.750 508.66 68
7.500 508.66 105,000.00
PHELAN CA 92371 5 10/29/98 00
2159416 05 12/01/98 0
397008 N 11/01/28
0
3068230 T55/H74 F 46,900.00 ZZ
180 43,966.24 1
11626 HANNIBAL DR 6.875 418.28 70
6.625 418.28 67,000.00
ST. LOUIS MO 63138 5 12/30/98 00
2159424 05 02/01/99 0
397009 N 01/01/14
0
3068231 T55/H74 F 97,500.00 ZZ
360 96,791.44 2
107-109 CARTER ST 7.750 698.51 65
7.500 698.51 150,000.00
CRESTON OH 44217 5 04/06/99 00
2159432 05 06/01/99 0
397010 N 05/01/29
0
3068233 T55/H74 F 284,000.00 ZZ
360 280,448.07 1
400 133RD DRIVE 7.125 1,913.36 80
6.875 1,913.36 355,000.00
AMANA IA 52203 2 11/06/98 00
2159457 05 01/01/99 0
397012 O 12/01/28
0
3068234 T55/H74 F 170,000.00 ZZ
360 167,822.31 1
1
6324 PARADISE POINT ROAD 7.000 1,131.01 80
6.750 1,131.01 212,500.00
FLOWERY BRANCH GA 30542 1 11/20/98 00
2159465 05 01/01/99 0
397013 O 12/01/28
0
3068235 T55/H74 F 120,000.00 ZZ
360 117,961.06 2
1401-1403 GREENFIELD AVENUE 7.250 818.62 78
7.000 818.62 155,000.00
SHEBOYGAN WI 53081 5 07/01/98 00
2159473 05 08/01/98 0
397015 O 07/01/28
0
3068236 T55/H74 F 107,250.00 ZZ
360 105,240.19 1
19526 TAVERNEY DR 7.875 777.64 75
7.625 777.64 143,000.00
GAITHERSBURG MD 20879 5 11/17/98 00
2159481 09 01/01/99 0
397016 O 12/01/28
0
3068237 T55/H74 F 290,150.00 ZZ
360 286,951.35 1
1440 BRIARBERRY LANE 8.750 2,282.62 85
8.500 2,282.62 341,396.00
GILROY CA 95020 1 08/28/98 00
2159499 05 10/01/98 0
397019 O 09/01/28
0
3068238 T55/H74 F 246,750.00 ZZ
360 243,101.22 1
9170 WREN AVENUE 7.250 1,683.28 80
7.000 1,683.28 308,497.00
GILROY CA 95020 1 08/27/98 00
2159507 05 10/01/98 0
397020 O 09/01/28
0
3068239 T55/H74 F 379,730.00 ZZ
360 374,144.11 1
38 LILY COURT 7.000 2,526.36 93
6.750 2,526.36 411,887.00
DANVILLE CA 94506 1 09/16/98 04
2159515 03 11/01/98 27
1
397021 O 10/01/28
0
3068240 T55/H74 F 141,800.00 ZZ
360 139,835.54 1
706 ROBERT L. SMITH DRIVE 7.500 991.49 80
7.250 991.49 177,290.00
TRACY CA 95376 1 09/11/98 00
2159523 05 11/01/98 0
397022 O 10/01/28
0
3068241 T55/H74 F 375,200.00 ZZ
360 371,201.18 1
7863 SITIO COCO 6.750 2,433.55 95
6.500 2,433.55 394,990.00
CARLSBAD CA 92009 1 02/01/99 04
2159531 03 04/01/99 30
397023 O 03/01/29
0
3068242 T55/H74 F 130,200.00 ZZ
360 128,988.17 3
530 N 26 AVE 7.875 944.04 90
7.625 944.04 144,700.00
HOLLYWOOD FL 33020 1 01/30/99 14
2159549 05 03/01/99 25
397027 O 02/01/29
0
3068243 T55/H74 F 163,800.00 ZZ
360 159,030.11 1
413 N ARGONNE AVENUE 6.875 1,076.05 90
6.625 1,076.05 182,000.00
STERLING VA 20164 5 03/02/99 12
2159556 05 04/01/99 25
397028 O 03/01/29
0
3068244 T55/H74 F 171,000.00 ZZ
360 168,961.72 4
400 EAST ARSENAL STREET 6.750 1,109.10 90
6.500 1,109.10 190,000.00
SAN ANTONIO TX 78210 1 02/04/99 10
2159564 05 03/01/99 25
397030 O 02/01/29
0
1
3068245 T55/H74 F 56,700.00 ZZ
180 52,041.68 2
2132 NORTH KEELER AVENUE 9.000 575.09 90
8.750 575.09 63,000.00
CHICAGO IL 60639 1 10/30/97 04
2159572 05 12/01/97 12
397038 N 11/01/12
0
3068246 T55/H74 F 108,000.00 ZZ
360 106,271.16 1
1703 BLUFFS DRIVE #1703 8.875 859.30 80
8.625 859.30 135,000.00
BAITING HOLLOW NY 11933 1 12/12/97 00
2159580 01 02/01/98 0
397041 O 01/01/28
0
3068247 T55/H74 F 99,000.00 ZZ
360 97,301.08 2
1643 & 1645 GALES COURT 8.750 778.84 62
8.500 778.84 161,000.00
FOREST GROVE OR 97116 5 02/03/98 00
2159598 05 04/01/98 0
397042 N 03/01/28
0
3068248 T55/H74 F 124,100.00 ZZ
360 121,838.14 1
1480 SE EVANS AVE 7.625 878.38 85
7.375 878.38 146,000.00
TROUTDALE OR 97060 5 03/12/98 10
2159606 05 05/01/98 12
397043 O 04/01/28
0
3068249 T55/H74 F 103,250.00 ZZ
360 101,803.83 1
50 CHICHESTER RD 8.375 784.78 70
8.125 784.78 147,500.00
HUNTINGTON STAT NY 11746 1 05/27/98 00
2159614 05 07/01/98 0
397044 N 06/01/28
0
3068250 T55/H74 F 333,000.00 ZZ
360 326,775.77 1
1511 COPPER CREEK DR 6.875 2,187.58 90
6.625 2,187.58 370,000.00
1
OWENSBORO KY 42303 5 05/22/98 04
2159622 05 07/01/98 25
397045 O 06/01/28
0
3068251 T55/H74 F 91,000.00 ZZ
360 89,693.71 1
7855 SE MILWAUKIE AVE 8.250 683.66 65
8.000 683.66 140,000.00
PORTLAND OR 97202 5 05/05/98 00
2159630 05 07/01/98 0
397046 O 06/01/28
0
3068252 T55/H74 F 223,200.00 ZZ
360 220,084.11 4
5440 NORTHWOOD COURT 8.125 1,657.26 80
7.875 1,657.26 279,000.00
KLAMATH FALLS OR 97601 4 06/12/98 00
2159648 05 08/01/98 0
397049 N 07/01/28
0
3068253 T55/H74 F 45,000.00 ZZ
180 42,199.45 4
279-285 WAHCONAH STREET 7.875 426.81 30
7.625 426.81 154,000.00
PITTSFIELD MA 01201 5 06/19/98 00
2159655 05 08/01/98 0
397050 N 07/01/13
0
3068254 T55/H74 F 149,520.00 ZZ
360 103,540.15 1
1291 MAGNOLIA LN., 7.750 1,071.18 80
7.500 1,071.18 186,900.00
MT VERNON WA 98273 1 07/02/98 00
2159663 05 08/01/98 0
397052 O 07/01/28
0
3068255 T55/H74 F 500,000.00 ZZ
360 492,538.51 1
17 MORGAN DRIVE 7.500 3,496.08 65
7.250 3,496.08 780,000.00
OLD WESTBURY NY 11568 1 08/04/98 00
2159671 05 09/01/98 0
397053 O 08/01/28
0
1
3068257 T55/H74 F 52,000.00 ZZ
360 51,377.17 1
434 HOWARD STREET 8.625 404.46 80
8.375 404.46 65,000.00
HAZELTON ID 83335 1 07/28/98 00
2159697 05 09/01/98 0
397055 N 08/01/28
0
3068258 T55/H74 F 148,000.00 ZZ
360 146,012.92 2
726 BLAKE 7.750 1,060.29 80
7.500 1,060.29 185,000.00
GLENWOOD SPRING CO 81601 2 08/31/98 00
2159705 05 10/01/98 0
397057 N 09/01/28
0
3068260 T55/H74 F 66,000.00 ZZ
360 61,956.15 1
3601A CHADBURY ROAD 8.250 495.84 57
8.000 495.84 116,000.00
MOUNT LAUREL NJ 08054 1 08/19/98 00
2159721 01 10/01/98 0
397059 N 09/01/28
0
3068262 T55/H74 F 132,000.00 ZZ
360 129,952.48 3
1320-22-24 NE MINNEHAHA ST 7.000 878.20 80
6.750 878.20 165,000.00
VANCOUVER WA 98661 1 08/31/98 00
2159747 05 10/01/98 0
397061 O 09/01/28
0
3068263 T55/H74 F 320,000.00 ZZ
360 315,614.44 1
505 17TH STREET 7.000 2,128.97 70
6.750 2,128.97 460,000.00
MANHATTAN BEACH CA 90266 2 10/22/98 00
2159754 05 12/01/98 0
397062 O 11/01/28
0
3068264 T55/H74 F 116,000.00 ZZ
360 114,590.56 1
1
469 CAMELIA WAY 7.625 821.05 83
7.375 821.05 140,000.00
VACAVILLE CA 95688 5 10/02/98 10
2159762 05 12/01/98 12
397065 O 11/01/28
0
3068265 T55/H74 F 65,600.00 ZZ
360 64,743.00 1
627 KING CIRCLE DRIVE 7.250 447.51 80
7.000 447.51 82,000.00
TWIN FALLS ID 83301 2 10/29/98 00
2159770 05 12/01/98 0
397067 O 11/01/28
0
3068266 T55/H74 F 150,000.00 ZZ
360 146,651.95 1
620 OAK VILLAGE DRIVE 7.625 1,061.69 75
7.375 1,061.69 200,000.00
SAN ANTONIO TX 78253 1 11/06/98 00
2159788 05 01/01/99 0
397068 O 12/01/28
0
3068267 T55/H74 F 145,600.00 ZZ
360 142,906.56 1
410 S 41ST STREET 7.375 1,005.62 80
7.125 1,005.62 182,000.00
BOULDER CO 80303 1 11/02/98 00
2159796 05 01/01/99 0
397071 O 12/01/28
0
3068268 T55/H74 F 101,600.00 ZZ
360 100,359.37 1
17410 GALLAGHER WAY 7.250 693.10 80
7.000 693.10 127,000.00
OLNEY MD 20832 1 11/05/98 00
2159804 09 01/01/99 0
397072 O 12/01/28
0
3068271 T55/H74 F 107,000.00 ZZ
360 102,330.22 1
10594 EAGLE DRIVE 7.750 766.57 48
7.500 766.57 225,000.00
INDIANAPOLIS IN 46234 2 10/07/98 00
2159838 05 12/01/98 0
1
397096 O 11/01/28
0
3068272 T55/H74 F 240,000.00 ZZ
360 237,232.86 1
3155 SOUTH 7200 WEST 8.000 1,761.04 80
7.750 1,761.04 300,000.00
MAGNA UT 84044 5 10/28/98 00
2159846 05 12/01/98 0
397097 O 11/01/28
0
3068273 T55/H74 F 90,250.00 ZZ
360 86,005.09 2
1463 MATHIAS POINT ROAD 6.875 592.88 95
6.625 592.88 95,000.00
KING GEORGE VA 22485 1 04/08/99 04
2159853 05 06/01/99 30
397099 O 05/01/29
0
3068274 T55/H74 F 184,000.00 ZZ
360 182,385.04 1
207 CHATEAU LANE 7.750 1,318.20 80
7.500 1,318.20 230,000.00
PEACHTREE CITY GA 30269 2 02/02/99 00
2159861 05 04/01/99 0
397100 O 03/01/29
0
3068275 T55/H74 F 49,400.00 ZZ
360 48,739.68 2
313 ELWYN AVENUE 6.875 324.52 95
6.625 324.52 52,000.00
SPRINGDALE PA 15144 1 01/11/99 04
2159879 05 03/01/99 30
397101 O 02/01/29
0
3068276 T55/H74 F 337,500.00 ZZ
360 328,931.84 1
4955 BROOKHILL LANE 7.000 2,245.40 80
6.750 2,245.40 424,000.00
ELIDA OH 45807 2 02/23/98 00
2159887 05 04/01/98 0
397102 O 03/01/28
0
1
3068277 T55/H74 F 78,400.00 ZZ
360 77,229.94 1
1697 EAST ASPEN WAY 7.500 548.19 70
7.250 548.19 112,000.00
GILBERT AZ 85234 1 07/14/98 00
2159895 03 09/01/98 0
397103 N 08/01/28
0
3068278 T55/H74 F 262,500.00 ZZ
360 259,468.59 1
136 NORTH LUCERNE BOULEVARD 7.250 1,790.72 75
7.000 1,790.72 350,000.00
LOS ANGELES CA 90004 5 04/12/99 00
2159903 05 06/01/99 0
397104 O 05/01/29
0
3068279 T55/H74 F 139,600.00 ZZ
360 138,453.25 1
34 STERLING STREET 7.125 940.52 95
6.875 940.52 147,000.00
MALDEN MA 02148 2 04/24/99 14
2159911 05 06/01/99 30
397105 O 05/01/29
0
3068280 T55/H74 F 140,000.00 ZZ
180 133,950.24 1
7851 O'NEIL RD 7.875 1,327.83 56
7.625 1,327.83 252,000.00
GLOUCESTER VA 23061 5 12/08/98 00
2159929 05 02/01/99 0
397107 O 01/01/14
0
3068281 T55/H74 F 152,000.00 ZZ
360 149,941.49 2
17-19 HARRIS AVE 8.000 1,115.32 71
7.750 1,115.32 215,600.00
MEDFORD MA 02155 5 07/31/98 00
2159937 05 09/01/98 0
397109 N 08/01/28
0
3068282 T55/H74 F 75,000.00 ZZ
180 71,842.90 1
388 OAK RUN DRIVE 7.000 674.12 79
6.750 674.12 96,000.00
1
BYRON GA 31008 5 02/19/99 00
2159945 05 04/01/99 0
397110 O 03/01/14
0
3068283 T55/H74 F 129,500.00 ZZ
180 123,047.30 4
1805 SANFORD DRIVE 7.250 1,182.16 74
7.000 1,182.16 175,000.00
LITTLE ROCK AR 72205 2 01/08/99 00
2159952 05 03/01/99 0
397111 N 02/01/14
0
3068284 T55/H74 F 36,300.00 ZZ
180 34,938.22 3
1533-5 DIXMONT AVE 7.500 336.51 52
7.250 336.51 70,000.00
CINCINNATI OH 45207 5 02/26/99 00
2159960 05 04/01/99 0
397112 N 03/01/14
0
3068285 T55/H74 F 136,300.00 ZZ
360 134,824.85 1
15707 SW 91 STREET 7.500 953.03 88
7.250 953.03 155,000.00
MIAMI FL 33196 1 12/11/98 11
2159978 05 02/01/99 25
397115 O 01/01/29
0
3068286 T55/H74 F 54,625.00 ZZ
360 53,306.93 1
40936 174TH STREET EAST 7.750 391.35 95
7.500 391.35 57,500.00
LANCASTER CA 93535 1 03/03/98 01
2159986 05 05/01/98 30
397116 O 04/01/28
0
3068287 T55/H74 F 108,300.00 ZZ
360 107,069.58 1
4231 W 10TH COURT 7.250 738.80 95
7.000 738.80 114,000.00
HIALEAH FL 33012 1 12/17/98 12
2159994 05 02/01/99 30
397118 O 01/01/29
0
1
3068288 T55/H74 F 93,000.00 ZZ
360 91,923.17 1
224 JUDSON STREET 6.750 603.20 87
6.500 603.20 107,000.00
REDLANDS CA 92374 2 01/12/99 11
2160000 05 03/01/99 25
397120 O 02/01/29
0
3068289 T55/H74 F 97,500.00 ZZ
180 93,765.67 1
217 SALOMON AVENUE 7.250 890.05 75
7.000 890.05 130,000.00
INWOOD NY 11096 5 02/22/99 00
2160018 05 04/01/99 0
397122 O 03/01/14
0
3068290 T55/H74 F 268,350.00 ZZ
360 264,341.91 1
58 YORKSHIRE ROAD 7.500 1,876.52 95
7.250 1,876.52 282,500.00
NEW HYDE PARK NY 11040 1 07/21/98 12
2160026 05 09/01/98 30
397125 O 08/01/28
0
3068291 T55/H74 F 110,200.00 ZZ
360 108,983.74 1
8649 RAMONA STREET #15 7.000 733.17 95
6.750 733.17 116,000.00
BELLFLOWER CA 90706 1 01/08/99 10
2160034 01 03/01/99 30
397126 O 02/01/29
0
3068292 T55/H74 F 260,000.00 ZZ
360 255,243.02 1
222 PLACER STREET 7.500 1,817.96 71
7.250 1,817.96 370,000.00
CRIPPLE CREEK CO 80813 4 03/27/98 00
2160042 05 05/01/98 0
397139 O 04/01/28
0
3068293 T55/H74 F 108,500.00 ZZ
360 106,181.84 1
1
3808 THORNTON DRIVE 7.125 730.99 97
6.875 730.99 111,900.00
CINCINNATI OH 45236 1 08/26/98 11
2160059 05 10/01/98 18
397141 O 09/01/28
0
3068294 T55/H74 F 99,000.00 ZZ
120 89,436.83 2
77 PINEAIRE AVENUE 7.000 1,149.48 64
6.750 1,149.48 155,000.00
FARMINGVILLE NY 11738 5 10/19/98 00
2160067 05 12/01/98 0
397142 N 11/01/08
0
3068295 T55/H74 F 110,000.00 ZZ
180 83,982.85 1
5207 LOYOLA CT 7.375 1,011.92 74
7.125 1,011.92 149,108.00
FAIRVIEW HEIGHT IL 62208 1 03/17/99 00
2160075 05 05/01/99 0
397144 O 04/01/14
0
3068296 T55/H74 F 101,500.00 ZZ
360 99,887.89 3
1600 WILLIAM HOWARD TAFT ROAD 6.875 666.79 95
6.625 666.79 107,000.00
CINCINNATI OH 45206 1 08/26/98 14
2160083 05 10/01/98 30
397145 O 09/01/28
0
3068297 T55/H74 F 86,400.00 ZZ
360 85,859.51 1
18673 SW 94TH COURT 8.500 664.35 80
8.250 664.35 108,000.00
MIAMI FL 33157 1 04/29/99 00
2160091 05 06/01/99 0
397146 N 05/01/29
0
3068298 T55/H74 F 146,500.00 ZZ
360 145,082.07 3
1018 LATHROP AVENUE 7.250 999.39 90
7.000 999.39 163,000.00
FOREST PARK IL 60130 2 02/12/99 10
2160109 05 04/01/99 25
1
397174 O 03/01/29
0
3068299 T55/H74 F 174,600.00 ZZ
360 172,950.71 4
2200 NORTH 72ND COURT 7.375 1,205.92 90
7.125 1,205.92 194,000.00
ELMWOOD PARK IL 60707 1 02/08/99 10
2160117 05 04/01/99 25
397175 O 03/01/29
0
3068300 T55/H74 F 171,666.00 ZZ
360 169,619.51 1
66-30 52ND DRIVE 7.000 1,142.10 92
6.750 1,142.10 187,000.00
MASPETH NY 11378 5 12/14/98 99
2160125 05 02/01/99 20
397177 O 01/01/29
0
3068301 T55/H74 F 68,000.00 ZZ
360 67,522.15 1
6909 GREENSPRING DR 8.875 541.04 80
8.625 541.04 85,000.00
ARLINGTON TX 76016 1 04/05/99 00
2160133 05 06/01/99 0
397178 O 05/01/29
0
3068302 T55/H74 F 170,500.00 ZZ
300 167,013.56 1
195 BEACHWOOD RD 6.625 1,164.59 95
6.375 1,164.59 180,000.00
PAR TROY HILLS NJ 07054 2 11/12/98 04
2160141 05 01/01/99 30
397181 O 12/01/23
0
3068304 T55/H74 F 225,000.00 ZZ
360 222,976.00 1
870 WEST CRESTA LOMA DRIVE 7.625 1,592.54 75
7.375 1,592.54 300,000.00
TUCSON AZ 85704 5 02/26/99 00
2160166 05 04/01/99 0
397183 O 03/01/29
0
1
3068305 T55/H74 F 393,000.00 ZZ
360 389,196.23 1
1272 DE HARO STREET 7.250 2,680.96 73
7.000 2,680.96 545,000.00
SAN FRANCISCO CA 94107 5 02/05/99 00
2160174 01 04/01/99 0
397184 O 03/01/29
0
3068306 T55/H74 F 54,438.26 ZZ
300 48,184.26 1
4684 STATE ROUTE 82 8.125 424.68 43
7.875 424.68 129,000.00
NEWTON FALLS OH 44444 1 10/01/97 00
2160182 05 11/01/97 0
397186 O 10/01/22
0
3068307 T55/H74 F 61,752.40 ZZ
307 59,175.15 1
2357 E 8100 SOUTH 7.625 456.71 48
7.375 456.71 129,000.00
SOUTH WEBER UT 84405 4 01/14/98 00
2160190 05 04/01/98 0
397187 O 10/01/23
0
3068308 T55/H74 F 88,800.00 ZZ
320 83,766.79 1
106 CHOCTAW DRIVE 7.750 635.66 80
7.500 635.66 112,000.00
WEST MONROE LA 71291 1 05/05/98 00
2160208 05 08/01/98 0
397189 O 03/01/25
0
3068310 T55/H74 F 270,000.00 ZZ
360 265,097.82 1
7748 CORLISS AVE N 7.250 1,841.88 75
7.000 1,841.88 360,000.00
SEATTLE WA 98103 5 06/17/98 00
2160224 05 08/01/98 0
397193 O 07/01/28
0
3068311 T55/H74 F 50,000.00 ZZ
360 49,050.86 1
2720 WEST 25TH ST 9.000 402.31 57
8.750 402.31 88,000.00
1
ERIE PA 16506 1 07/15/97 00
2160232 05 09/01/97 0
397194 O 08/01/27
0
3068312 T55/H74 F 43,200.00 ZZ
360 42,292.33 1
905 N MISSOURI AVE 7.750 309.49 90
7.500 309.49 48,000.00
CAPE GIRARDEAU MO 63701 2 05/15/98 01
2160240 05 07/01/98 25
397195 O 06/01/28
0
3068313 T55/H74 F 240,000.00 ZZ
360 235,492.28 3
1867 SW 14TH AVENUE 7.375 1,657.63 75
7.125 1,657.63 320,000.00
PORTLAND OR 97201 2 03/13/98 00
2160257 05 05/01/98 0
397196 O 04/01/28
0
3068314 T55/H74 F 237,000.00 ZZ
360 232,380.48 4
2047 SW 10TH AVENUE 7.625 1,677.48 60
7.375 1,677.48 395,000.00
PORTLAND OR 97201 5 03/13/98 00
2160265 05 05/01/98 0
397197 N 04/01/28
0
3068316 T55/H74 F 264,000.00 ZZ
360 258,017.89 1
6125 SPURWOOD DRIVE 7.000 1,756.40 80
6.750 1,756.40 330,000.00
COLORADO SPRING CO 80918 5 03/06/98 00
2160281 05 05/01/98 0
397199 O 04/01/28
0
3068317 T55/H74 F 154,000.00 ZZ
360 151,471.31 1
132 DOLPHIN COURT 7.000 1,024.57 95
6.750 1,024.57 163,000.00
VALLEJO CA 94589 2 07/27/98 01
2160299 05 09/01/98 30
397201 O 08/01/28
0
1
3068318 T55/H74 F 136,800.00 ZZ
360 134,592.05 2
3005 & 3007 THOMPSON STREET 7.375 944.84 95
7.125 944.84 144,000.00
LONG BEACH CA 90805 1 06/11/98 01
2160307 05 08/01/98 30
397202 O 07/01/28
0
3068319 T55/H74 F 295,000.00 ZZ
180 271,776.53 1
LOT 14A ORR COTTONWOOD 3 SUBDV 7.000 2,651.54 75
6.750 2,651.54 394,900.00
ENNIS MT 59729 1 07/31/98 00
2160315 05 09/01/98 0
397203 O 08/01/13
0
3068320 T55/H74 F 86,300.00 ZZ
360 85,443.51 1
1501 VALLEY AVE 7.500 603.42 80
7.250 603.42 107,900.00
BIRMINGHAM AL 35209 1 03/29/99 11
2160323 05 05/01/99 12
397205 N 04/01/29
0
3068321 T55/H74 F 240,000.00 ZZ
360 237,930.90 1
1534 WEST MEADOWS CONNECTION 6.875 1,576.63 80
6.625 1,576.63 300,000.00
PARK CITY UT 84098 2 04/28/99 00
2160331 05 06/01/99 0
397206 O 05/01/29
0
3068322 T55/H74 F 50,400.00 ZZ
360 49,942.32 1
6120 ADKINS ROAD 8.000 369.82 65
7.750 369.82 78,000.00
PROVIDENCE FORG VA 23140 5 01/11/99 00
2160349 05 03/01/99 0
397209 N 02/01/29
0
3068323 T55/H74 F 118,000.00 ZZ
360 117,014.18 1
1
38998 WANDA LANE 8.000 865.85 58
7.750 865.85 205,000.00
MECHANICSVILLE MD 20659 2 02/05/99 00
2160356 05 04/01/99 0
397210 O 03/01/29
0
3068324 T55/H74 F 596,000.00 ZZ
180 560,588.69 1
965 SEVEN OAKS RD 7.250 5,440.67 80
7.000 5,440.67 745,000.00
CHESTER SPRINGS PA 19425 5 08/07/98 00
2160364 05 10/01/98 0
397211 O 09/01/13
0
3068325 T55/H74 F 92,000.00 ZZ
360 90,478.99 1
8368 COVERED WAGON COURT 7.250 627.61 87
7.000 627.61 106,000.00
POWELL OH 43065 5 06/25/98 11
2160372 05 08/01/98 17
397212 O 07/01/28
0
3068326 T55/H74 F 72,700.00 ZZ
360 71,699.72 1
RT 1 BOX 221 HWY 92 6.625 465.51 64
6.375 465.51 115,000.00
ENOREE SC 29335 2 11/18/98 00
2160380 05 01/01/99 0
397215 O 12/01/28
0
3068327 T55/H74 F 168,000.00 ZZ
360 166,685.65 4
15 WINDING LANE 7.375 1,160.34 87
7.125 1,160.34 195,000.00
CENTRAL VALLEY NY 10917 1 04/09/99 10
2160398 05 06/01/99 17
397219 N 05/01/29
0
3068328 T55/H74 F 109,250.00 ZZ
360 108,424.91 1
1115 WOODLAND WAY 7.000 726.85 95
6.750 726.85 115,000.00
HAGERSTOWN MD 21742 1 05/17/99 19
2160406 05 07/01/99 30
1
397220 O 06/01/29
0
3068329 T55/H74 F 237,500.00 ZZ
360 235,948.93 1
863 WELBURN AVENUE 7.375 1,640.35 95
7.125 1,640.35 250,000.00
GILROY CA 95020 1 06/04/99 12
2160414 05 08/01/99 30
397221 O 07/01/29
0
3068331 T55/H74 F 143,450.00 ZZ
360 141,149.94 1
3912 BENJAMIN DRIVE 7.125 966.45 95
6.875 966.45 151,000.00
WOODBURY MN 55125 1 07/23/98 11
2160430 05 09/01/98 30
397232 O 08/01/28
0
3068332 T55/H74 F 141,550.00 ZZ
360 125,308.69 2
291 - 293 E 1500 SOUTH 7.000 941.74 95
6.750 941.74 149,000.00
OREM UT 84058 1 07/02/98 10
2160448 05 09/01/98 30
398111 O 08/01/28
0
3068334 T55/H74 F 65,843.00 ZZ
180 55,120.91 1
4611 ARCTIC 8.000 629.23 100
7.750 629.23 65,843.00
FARMINGTON NM 87402 1 02/21/96 98
2160463 05 04/01/96 99
625413 O 03/01/11
0
3068336 T55/H74 F 121,050.00 ZZ
360 119,592.98 1
4330 DILLARD ROAD 8.875 963.13 90
8.625 963.13 134,500.00
EUGENE OR 97405 1 06/08/98 00
2160489 05 08/01/98 0
728283 O 07/01/28
0
1
3068338 T55/H74 F 301,500.00 ZZ
360 297,881.85 1
1645 MAHANI LOOP 9.875 2,618.07 90
9.625 2,618.07 335,000.00
HONOLULU HI 96819 1 02/07/98 00
2160505 05 04/01/98 0
732531 O 03/01/28
0
3068339 T55/H74 F 38,000.00 ZZ
180 37,771.49 1
232 TONI PLACE 10.625 351.16 43
10.375 351.16 89,000.00
ATLANTA GA 30315 5 03/24/99 00
2160513 05 05/01/99 0
732580 N 04/01/14
0
3068347 T55/H74 F 71,400.00 ZZ
180 71,148.53 1
4488 WILLIAMSVILLE ROAD 11.250 693.48 70
11.000 693.48 102,000.00
HOUSTON DE 19954 5 04/23/99 00
2160596 05 06/01/99 0
732823 O 05/01/14
0
3068350 T55/H74 F 40,800.00 ZZ
360 40,587.46 1
14046 SOUTH GRACE 9.875 354.29 80
9.625 354.29 51,000.00
ROBBINS IL 60472 5 03/05/99 00
2160620 05 05/01/99 0
732840 O 04/01/29
0
3068354 T55/H74 F 248,000.00 ZZ
360 243,379.70 1
2720 MYSTIC WOODS CT 7.875 1,798.17 90
7.625 1,798.17 278,000.00
MOUNT AIRY MD 21771 2 12/31/97 10
2160661 05 03/01/98 25
734869 O 02/01/28
0
3068419 526/526 F 204,800.00 ZZ
360 204,323.51 1
1405 MAPLE RIDGE WAY 8.750 1,611.16 80
8.500 1,611.16 256,000.00
1
EL PASO TX 79912 1 10/20/99 00
0366148 05 12/01/99 0
0366148 O 11/01/29
0
3068431 526/526 F 117,950.00 ZZ
360 117,623.01 3
329 NE 1 ST 9.000 949.05 70
8.750 949.05 168,500.00
HALLANDALE FL 33009 1 09/03/99 00
0377680 05 11/01/99 0
0377680 N 10/01/29
0
3068444 526/526 F 40,800.00 ZZ
360 39,983.63 1
1135 MACCLESBY LANE 9.125 331.96 80
8.875 331.96 51,000.00
CHANNELVIEW TX 77530 1 09/08/99 12
0380109 03 11/01/99 12
0380109 N 10/01/29
0
3068459 526/526 F 140,000.00 ZZ
360 139,632.03 1
253 WINDSOR DR 8.625 1,088.91 66
8.375 1,088.91 215,000.00
BARTLETT IL 60103 5 10/14/99 00
0382205 03 12/01/99 0
0382205 O 11/01/29
0
3068471 526/526 F 61,600.00 ZZ
360 61,470.77 2
1313 WEST 65TH STREET 9.250 506.77 80
9.000 506.77 77,000.00
CLEVELAND OH 44102 5 10/04/99 00
0383852 05 12/01/99 0
0383852 O 11/01/29
0
3068474 526/526 F 70,400.00 ZZ
360 70,289.65 2
297 LOWELL STREET 9.250 579.17 90
9.000 579.17 78,250.00
LAWRENCE MA 01841 1 11/09/99 11
0384049 05 01/01/00 25
0384049 N 12/01/29
0
1
3068477 526/526 F 53,200.00 T
360 53,059.38 1
509 REDWOOD DRIVE 8.125 395.01 70
7.875 395.01 76,000.00
GRAND PRAIRIE TX 75052 1 10/18/99 00
0384228 05 12/01/99 0
0384228 O 11/01/29
0
3068486 526/526 F 154,000.00 T
360 153,632.36 1
2037 E VILLAGE POINT WAY 8.625 1,197.80 70
8.375 1,197.80 220,000.00
SANDY UT 84093 1 10/22/99 00
0384742 05 12/01/99 0
0384742 O 11/01/29
0
3068487 526/526 F 162,000.00 ZZ
300 161,415.46 2
3121 W LYNDALE 9.000 1,359.50 90
8.750 1,359.50 180,000.00
CHICAGO IL 60647 2 10/15/99 26
0384845 05 12/01/99 25
0384845 N 11/01/24
0
3068492 526/526 F 147,000.00 ZZ
360 146,750.93 2
1431 N LOTUS AVE 8.875 1,169.60 95
8.625 1,169.60 155,000.00
CHICAGO IL 60651 2 11/05/99 12
0385543 05 01/01/00 30
0385543 O 12/01/29
0
3068675 526/526 F 124,800.00 ZZ
360 124,577.37 1
16609 CHARIOT PL 8.625 970.68 60
8.375 970.68 208,000.00
HACIENDA HEIGHT CA 91745 1 11/02/99 00
0386299 01 01/01/00 0
0386299 O 12/01/29
0
3072213 R76/H74 F 86,250.00 ZZ
360 86,101.67 4
1
5122 BRYAN STREET 11.250 837.71 75
10.750 837.71 115,000.00
DALLAS TX 75206 1 09/10/99 00
1209410 05 11/01/99 0
100362 N 10/01/29
0
3072224 R76/H74 F 70,000.00 ZZ
360 69,850.71 1
464359 HIGHWAY 95 10.250 627.27 63
9.750 627.27 112,000.00
SAGLE ID 83860 5 09/25/99 00
1189919 05 11/01/99 0
100536 O 10/01/29
0
3072238 R76/H74 F 72,800.00 ZZ
360 72,669.23 1
1994 SOUTHEAST CHELTENHAM ST 11.500 720.93 80
11.000 720.93 91,000.00
PORT SAINT LUCI FL 34983 1 10/19/99 00
1209709 05 12/01/99 0
100990 N 11/01/29
0
3079941 696/G61 F 980,000.00 ZZ
360 972,947.78 1
11517 LUVIE COURT 6.625 6,275.05 80
6.375 6,275.05 1,225,000.00
POTOMAC MD 20854 1 06/07/99 00
1208941 05 08/01/99 0
32999068 O 07/01/29
0
3080475 Q64/G61 F 57,600.00 ZZ
360 57,541.10 1
42 THIRD STREET 11.250 559.45 90
10.750 559.45 64,000.00
GREENVILLE SC 29611 5 11/24/99 00
1211440 05 01/01/00 0
0100624105 O 12/01/29
0
3090473 N74/H74 F 26,000.00 ZZ
120 25,282.67 1
228 FUTREAL LANE 12.490 380.43 40
11.990 380.43 66,000.00
BEULAVILLE NC 28518 5 09/13/99 00
1209212 05 10/20/99 0
1
22217510 O 09/20/09
0
3090474 N74/H74 F 109,800.00 ZZ
360 109,579.87 1
2150 NETTLEBROOK DRIVE 10.540 1,007.67 90
10.040 1,007.67 122,000.00
WINSTON SALEM NC 27106 1 09/28/99 00
1209238 05 11/01/99 0
2260310 O 10/01/29
0
3090476 N74/H74 F 79,200.00 ZZ
180 79,026.27 1
3408 DICKERSON LANE 10.990 753.64 90
10.490 753.64 88,000.00
GREENSBORO NC 27405 5 09/03/99 00
1209246 05 10/10/99 0
22698010 O 09/10/14
0
3090477 N74/H74 F 97,200.00 ZZ
360 97,024.70 1
15814 CLINTON ROAD 11.890 991.59 90
11.390 991.59 108,000.00
NORTH LITTLE RO AR 72118 1 09/15/99 00
1209253 05 10/20/99 0
22737010 O 09/20/29
0
3090481 N74/H74 F 63,750.00 ZZ
180 63,620.28 1
1828 BARNES STREET 10.540 585.05 75
10.040 585.05 85,000.00
REIDSVILLE NC 27320 1 09/29/99 00
1189893 05 11/01/99 0
22813010 O 10/01/14
0
3090482 N74/H74 F 54,000.00 ZZ
360 53,873.64 1
57 SUNSET DRIVE 10.890 509.77 86
10.390 509.77 63,500.00
NORTH LITTLE RO AR 72118 1 10/01/99 00
1209287 05 11/01/99 0
22838010 O 10/01/29
0
1
3090483 N74/H74 F 44,550.00 ZZ
300 44,392.93 1
1820 NORTH `I` STREET 10.490 420.31 90
9.990 420.31 49,500.00
FORT SMITH AR 72901 5 10/05/99 00
1209295 05 11/20/99 0
22839010 O 10/20/24
0
3090485 N74/H74 F 68,000.00 ZZ
360 67,940.12 1
14712 SARA DRIVE 13.240 764.99 80
12.740 764.99 85,000.00
LITTLE ROCK AR 72206 2 10/25/99 00
1209303 05 12/01/99 0
22923010 O 11/01/29
0
3090486 N74/H74 F 33,600.00 ZZ
180 33,299.98 1
1509 SANDCREST DRIVE 12.990 424.90 80
12.490 424.90 42,000.00
LAKE VIEW SC 29563 5 10/26/99 00
1209311 27 12/01/99 0
22936030 O 11/01/14
0
3090487 N74/H74 F 112,410.00 ZZ
360 112,247.09 1
3917 KALLORAMO DRIVE 10.990 1,069.66 90
10.490 1,069.66 124,900.00
GREENSBORO NC 27407 1 10/29/99 00
1209329 05 12/01/99 0
22987010 O 11/01/29
0
3090496 R84/H74 F 42,500.00 ZZ
180 41,908.68 1
5820 DUTTON AVENUE 12.400 521.06 81
11.900 521.06 53,000.00
BATON ROUGE LA 70805 5 07/28/99 00
1209733 05 09/02/99 0
1 O 08/02/14
0
3090498 R84/H74 F 23,250.00 ZZ
180 22,963.43 1
7245 BETHANY ROAD 11.990 278.89 75
11.490 278.89 31,000.00
1
WADLEY AL 36276 5 09/02/99 00
1209873 05 10/08/99 0
11 O 09/08/14
0
3090499 R84/H74 F 65,450.00 ZZ
360 65,290.48 1
14329 HIGHWAY 431 10.500 598.70 85
10.000 598.70 77,000.00
ST. AMANT LA 70774 2 09/03/99 00
1209899 05 10/09/99 0
12 O 09/09/29
0
3090500 R84/H74 F 41,700.00 ZZ
360 41,644.42 1
17351 HIGHWAY 16 13.250 469.45 75
12.750 469.45 55,600.00
FRENCH SETTLEME LA 70733 5 09/09/99 00
1209915 05 10/14/99 0
13 O 09/14/29
0
3090501 R84/H74 F 24,000.00 ZZ
180 23,690.45 1
11140 GIBBENS ROAD 11.500 280.37 52
11.000 280.37 47,000.00
BATON ROUGE LA 70807 5 09/10/99 00
1210178 05 10/15/99 0
14 O 09/15/14
0
3090502 R84/H74 F 50,000.00 ZZ
360 49,924.99 1
ROUTE 4 BOX 130-4 11.875 509.50 80
11.375 509.50 62,500.00
MULDROW OK 74948 5 09/30/99 00
1209931 05 11/05/99 0
15 O 10/05/29
0
3090503 R84/H74 F 71,100.00 ZZ
180 70,272.52 1
6146 E. GLEN COURT 10.580 789.47 90
10.080 789.47 79,000.00
BATON ROUGE LA 70812 5 10/15/99 00
1209956 05 11/20/99 0
16 O 10/20/14
0
1
3090506 R84/H74 F 49,500.00 ZZ
180 49,423.75 1
115 GARDEN DRIVE 13.500 566.98 75
13.000 566.98 66,000.00
FERRIDAY LA 71334 2 08/05/99 00
1209758 05 09/10/99 0
2 O 08/10/14
0
3090507 R84/H74 F 29,250.00 ZZ
360 29,212.06 1
58637 WARE DRIVE 11.500 289.66 75
11.000 289.66 39,000.00
PLAQUEMINE LA 70764 5 10/29/99 00
1210095 05 12/03/99 0
20 O 11/03/29
0
3090508 R84/H74 F 53,100.00 ZZ
360 52,995.20 1
11712 QUEENS DRIVE 11.500 525.84 90
11.000 525.84 59,000.00
BATON ROUGE LA 70807 5 11/12/99 00
1210111 05 12/17/99 0
21 O 11/17/29
0
3090509 R84/H74 F 56,700.00 ZZ
180 54,415.32 1
2788 72ND AVENUE 10.990 644.09 90
10.490 644.09 63,000.00
BATON ROUGE LA 70807 5 10/16/98 00
1209972 05 11/21/98 0
22 O 10/21/13
0
3090510 R84/H74 F 51,000.00 ZZ
180 50,598.18 2
4458 DEMONTLUZIN STREET 11.200 493.41 75
10.700 493.41 68,000.00
NEW ORLEANS LA 70122 5 06/01/98 00
1209998 05 07/05/98 0
23 O 06/05/13
0
3090511 R84/H74 F 30,240.00 ZZ
240 29,535.91 1
1
203 EAST PETERS AVE. 9.700 285.84 80
9.200 285.84 37,800.00
OWENSVILLE MO 65066 5 11/24/98 00
1210012 05 12/30/98 0
24 O 11/30/18
0
3090514 R84/H74 F 22,700.00 ZZ
180 22,179.15 2
1639-1641 NORTH VILLERE STREET 12.200 275.37 65
11.700 275.37 35,000.00
NEW ORLEANS LA 70116 5 03/11/99 00
1210038 05 05/01/99 0
28 O 04/01/14
0
3090515 R84/H74 F 33,250.00 ZZ
180 30,758.62 1
3436 SOUTH EUGENE STREET 10.625 370.13 95
10.125 370.13 35,000.00
BATON ROUGE LA 70808 1 10/01/97 00
1210053 05 11/01/97 0
29 O 10/01/12
0
3090516 R84/H74 F 25,600.00 ZZ
180 25,562.13 1
3911 IROQUIS STREET 13.500 293.23 80
13.000 293.23 32,000.00
BATON ROUGE LA 70805 5 08/11/99 00
1209774 05 09/16/99 0
3 O 08/16/14
0
3090517 R84/H74 F 20,250.00 ZZ
180 19,844.85 1
24835 HEBERT STREET 12.500 249.59 75
12.000 249.59 27,000.00
PLAQUEMINE LA 70764 5 04/30/99 00
1210079 05 06/05/99 0
31 O 05/05/14
0
3090518 R84/H74 F 26,250.00 ZZ
180 25,896.49 1
418 E. COUNTY ROAD 12.750 327.82 75
12.250 327.82 35,000.00
MAGAZINE AR 71943 5 08/20/99 00
1209790 05 09/25/99 0
1
4 O 08/25/14
0
3090519 R84/H74 F 12,000.00 ZZ
120 11,663.47 1
3030 CONGRESS BLVD. #143 13.990 186.25 33
13.490 186.25 37,000.00
BATON ROUGE LA 70808 5 08/20/99 00
1209816 01 09/25/99 0
5 O 08/25/09
0
3090520 R84/H74 F 105,750.00 ZZ
360 105,526.92 1
39172 HWY 929 11.900 1,079.62 75
11.400 1,079.62 141,000.00
PRAIRIEVILLE LA 70769 5 08/20/99 00
1210137 05 09/25/99 0
6 O 08/25/29
0
3090521 R84/H74 F 47,600.00 ZZ
360 47,542.85 1
1347 VILLAGE PARK DRIVE 15.040 603.40 70
14.540 603.40 68,000.00
BATON ROUGE LA 70810 5 08/26/99 00
1209832 05 10/01/99 0
7 O 09/01/29
0
3090522 R84/H74 F 131,005.00 ZZ
180 130,542.43 1
41006 FIELDS COURT 9.950 1,144.83 95
9.450 1,144.83 137,900.00
PRAIRIEVILLE LA 70769 1 08/30/99 00
1209857 05 10/01/99 0
8 O 09/01/14
0
3090523 R84/H74 F 22,800.00 ZZ
180 22,581.07 1
18394 S. ARKANSAS HWY 170 14.625 313.27 54
14.125 313.27 43,000.00
WEST FORK AR 72774 5 08/30/99 00
1210152 05 10/03/99 0
9 O 09/03/14
0
1
3096954 286/286 F 92,700.00 ZZ
360 92,529.45 2
274-272 DORSET ST 9.875 804.96 93
9.625 804.96 100,000.00
SPRINGFIELD MA 01108 1 10/26/99 11
0009630444 05 12/01/99 25
0009630444 N 11/01/29
0
3096955 286/286 F 92,700.00 ZZ
360 92,529.45 2
290-292 DORSET ST 9.875 804.96 92
9.625 804.96 101,000.00
SPRINGFIELD MA 01108 1 10/26/99 12
0009630446 05 12/01/99 25
0009630446 N 11/01/29
0
3096956 286/286 F 89,500.00 T
360 89,356.00 1
4426 ST GEORGES CT UNIT #13 9.125 728.21 70
8.875 728.21 128,000.00
KISSIMMEE FL 34746 1 11/12/99 00
0009637260 03 01/01/00 0
0009637260 O 12/01/29
0
3098431 879/G61 F 32,250.00 ZZ
360 32,103.84 1
1338 SOUTH 51ST STREET 10.365 291.76 75
9.865 291.76 43,000.00
PHILADELPHIA PA 19143 5 05/04/99 00
1209048 05 06/01/99 0
98498 N 05/01/29
0
3098433 879/G61 F 36,975.00 ZZ
360 36,894.27 1
1102 BERKSHIRE ROAD 12.375 391.04 106
11.875 391.04 35,000.00
DAYTONA BEACH FL 32117 1 06/30/99 23
1209055 05 08/01/99 0
103312 O 07/01/29
0
3111038 T14/R44 F 179,900.00 ZZ
360 179,722.32 1
89 TURNER ROAD 9.500 1,512.70 90
9.250 1,512.70 200,000.00
1
TROY NY 12182 2 12/23/99 00
0400210076 05 02/01/00 0
0400210076 O 01/01/30
0
3112739 286/286 F 315,000.00 ZZ
360 311,722.29 1
9170 NESBIT LAKES DR 6.875 2,069.33 75
6.625 2,069.33 423,000.00
ALPHARETTA GA 30022 2 02/26/99 00
0000615282 03 04/01/99 0
0000615282 O 03/01/29
0
3112740 286/286 F 308,000.00 ZZ
360 307,405.94 1
303 C ST SE 8.250 2,313.91 80
8.000 2,313.91 385,000.00
WASHINGTON DC 20003 1 11/16/99 00
0009639751 05 01/01/00 0
0009639751 O 12/01/29
0
3120339 K10/G61 F 353,000.00 ZZ
360 350,857.73 1
47-745 D.KAMEHAMEHA 7.500 2,468.23 75
7.000 2,468.23 475,000.00
KANEOHE HI 96744 5 06/25/99 00
1210939 05 08/01/99 0
9901529 O 07/01/29
0
3120340 K10/G61 F 36,600.00 ZZ
360 36,528.03 1
3518 LICK SKILLET ROAD 14.340 443.53 60
13.840 443.53 61,000.00
TOOMSUBA MS 39364 2 03/26/99 00
1211119 05 05/01/99 0
9901533 N 04/01/29
0
3120342 K10/G61 F 153,000.00 ZZ
360 152,198.78 1
45-3247 A OHIA STREET 8.240 1,148.37 85
7.740 1,148.37 180,000.00
HONOKAA HI 96727 5 06/23/99 00
1211077 29 08/01/99 0
9901539 O 07/01/29
0
1
3120358 K10/G61 F 38,400.00 ZZ
360 38,324.59 1
331 FARGO AVENUE 11.500 380.27 90
11.000 380.27 43,000.00
SAN ANTONIO TX 78220 1 08/30/99 00
1210970 05 10/01/99 0
9901637 O 09/01/29
0
3120359 K10/G61 F 61,000.00 ZZ
180 59,730.42 1
207 COSTAR STREET 10.850 687.58 46
10.350 687.58 133,000.00
WESTBURY NY 11590 5 06/04/99 00
1210996 05 07/09/99 0
9901641 O 06/09/14
0
3120361 K10/G61 F 42,900.00 ZZ
360 42,798.08 1
2847 NORTHWEST 7 CT. 10.620 396.28 65
10.120 396.28 66,000.00
FORT LAUDERDALE FL 33311 5 08/19/99 00
1232503 05 10/01/99 0
9901644 N 09/01/29
0
3120366 K10/G61 F 168,000.00 ZZ
360 167,450.39 1
6332 KAWAIHAU ROAD 9.100 1,363.88 80
8.600 1,363.88 210,000.00
KAPAA HI 96746 5 07/26/99 00
1211036 05 10/01/99 0
9901650 N 09/01/29
0
3120367 K10/G61 F 102,000.00 ZZ
360 101,698.66 1
25045 SW 194TH AVENUE 9.590 864.38 85
9.090 864.38 120,000.00
HOMESTEAD FL 33031 1 08/16/99 00
1211168 05 10/01/99 0
9901651 O 09/01/29
0
3120371 K10/G61 F 49,875.00 ZZ
360 49,776.81 1
1
4937 ARBOR RIDGE 11.490 493.53 95
10.990 493.53 52,500.00
SAN ANTONIO TX 78228 1 08/20/99 00
1211051 07 10/01/99 0
9901658 O 09/01/29
0
3120489 F42/G61 F 183,000.00 ZZ
360 182,833.03 1
47 FAIRMONT TERRACE 9.875 1,589.08 90
9.625 1,589.08 205,000.00
W. ORANGE NJ 07052 2 12/20/99 10
1210285 05 02/01/00 25
112 O 01/01/30
0
3120491 F42/G61 F 87,550.00 ZZ
360 87,467.97 1
262 HONEYSUCKLE WAY 9.750 752.19 85
9.500 752.19 103,000.00
NICEVILLE FL 32578 5 12/16/99 00
1232495 05 02/01/00 0
99AH0481 O 01/01/30
0
3120492 F42/G61 F 44,200.00 ZZ
360 44,161.76 1
2801 CANDLEWOOD ST 10.125 391.98 65
9.875 391.98 68,000.00
CLEARWATER FL 33759 5 12/10/99 00
1210301 05 02/01/00 0
99AH0517 O 01/01/30
0
3120493 F42/G61 F 71,100.00 ZZ
360 71,035.12 1
1761 SW 43RD AVE 9.875 617.40 90
9.625 617.40 79,000.00
FT LAUDERDALE FL 33317 1 12/20/99 00
1210319 05 02/01/00 0
99LA0207 O 01/01/30
0
3120494 F42/G61 F 80,000.00 T
360 79,923.05 1
17700 N BAY ROAD #304 9.625 679.99 45
9.375 679.99 180,000.00
SUNNY ISLES FL 33160 1 12/10/99 00
1210327 06 02/01/00 0
1
99MB0031 O 01/01/30
0
3120495 F42/G61 F 68,200.00 ZZ
180 67,850.20 1
20020 NW 13TH CT 9.375 707.03 78
9.125 707.03 88,000.00
MIAMI FL 33169 2 12/14/99 00
1210269 05 02/01/00 0
99OZ0548 N 01/01/15
0
3120496 F42/G61 F 80,500.00 ZZ
360 80,432.20 1
19010 NW 43 CT 10.250 721.36 97
10.000 721.36 83,000.00
MIAMI FL 33055 1 12/15/99 10
1210335 05 02/01/00 30
99OZ0556 O 01/01/30
0
3120497 F42/G61 F 120,000.00 ZZ
360 119,875.10 2
67 E. 5TH AVE 9.250 987.21 80
9.000 987.21 150,000.00
HIALEAH FL 33010 5 12/06/99 00
1210343 05 02/01/00 0
99SG0506 O 01/01/30
0
3120498 F42/G61 F 115,438.00 T
360 115,323.97 1
5346 CORAL VINE LANE 9.500 970.67 75
9.250 970.67 153,918.00
KISSIMMEE FL 34758 1 12/16/99 00
1210350 03 02/01/00 0
99WH0023 O 01/01/30
0
3120499 F42/G61 F 87,000.00 ZZ
180 86,553.78 1
1915 EAST 34TH STREET 9.375 901.93 69
9.125 901.93 127,000.00
BROOKLYN NY 11234 1 12/09/99 00
1210277 05 02/01/00 0
NJ02613 O 01/01/15
0
1
3120500 F42/G61 F 125,000.00 ZZ
360 124,882.88 2
786 FAIRMONT PLACE 9.750 1,073.95 70
9.500 1,073.95 180,000.00
BRONX NY 10460 5 12/13/99 00
1210368 09 02/01/00 0
NJO2697 N 01/01/30
0
3120501 F42/G61 F 91,000.00 ZZ
360 90,907.72 2
376 1/2 5 TH STREET 9.375 756.90 70
9.125 756.90 130,000.00
JERSEY CITY NJ 07302 5 12/08/99 00
1210376 05 02/01/00 0
NJO2746 N 01/01/30
0
3120502 F42/G61 F 164,000.00 ZZ
360 163,865.52 2
603 SOUTH 5TH AVENUE 10.375 1,484.87 80
10.125 1,484.87 205,000.00
MT. VERNON NY 10550 1 12/15/99 00
1210384 05 02/01/00 0
NJO2786 O 01/01/30
0
3127438 R49/G61 F 224,000.00 ZZ
360 223,730.60 1
35364 MUER COVE 10.500 2,049.02 80
10.000 2,049.02 280,000.00
FARMINGTON HILL MI 48331 2 10/26/99 00
1210434 05 01/01/00 0
9704093 O 12/01/29
0
3127440 R49/G61 F 35,000.00 ZZ
360 34,969.67 1
1350 EAST BEAL CITY ROAD 12.000 360.01 58
11.500 360.01 61,000.00
MT. PLEASANT MI 48858 5 11/04/99 00
1210426 27 01/01/00 0
9704238 O 12/01/29
0
3128862 286/286 F 364,795.49 ZZ
360 364,238.61 1
1201 KEMP HILLS DR 7.375 2,519.56 87
7.125 2,519.56 420,000.00
1
AUSTIN TX 78737 4 12/03/99 04
0009420828 05 02/01/00 25
0009420828 O 01/01/30
0
3132159 Q22/G61 F 48,000.00 ZZ
360 47,884.76 1
9 WEST PARK COURT 12.500 512.28 64
12.000 512.28 75,000.00
NEWNAM GA 30263 5 05/04/99 00
1210244 05 07/01/99 0
991106 N 06/01/29
0
3145028 J54/G61 F 90,000.00 ZZ
240 88,747.18 1
904 SLAYTON DRIVE 7.990 752.24 74
7.690 752.24 122,000.00
LAS VEGAS NV 89107 5 06/25/99 00
1211226 05 08/01/99 0
7632304 O 07/01/19
0
3145029 J54/G61 F 95,000.00 ZZ
360 94,900.90 1
1408 EMERYWOOD DRIVE 9.240 780.86 83
8.940 780.86 115,000.00
HIGHPOINT NC 27262 5 12/08/99 00
1211200 05 02/01/00 0
7732821 O 01/01/30
0
3145030 J54/G61 F 160,000.00 ZZ
360 159,673.81 1
3513 BOSTON FARMS 7.970 1,170.68 80
7.670 1,170.68 200,000.00
BRIDGETOWN MO 63044 2 11/10/99 00
1211234 05 01/01/00 0
9701273 O 12/01/29
0
3145031 J54/G61 F 56,000.00 ZZ
360 55,897.51 1
209 6TH AVENUE WEST 8.500 430.59 80
8.200 430.59 70,000.00
BUCKEYE AZ 85326 1 11/22/99 00
1211218 05 01/01/00 0
9715088 O 12/01/29
0
1
3158975 N67/G61 F 36,000.00 ZZ
180 35,929.11 1
2206 SOUTH BRANSON STREET 10.625 332.68 80
10.125 332.68 45,000.00
MARION IN 46953 5 09/03/99 00
1211390 05 11/01/99 0
1460001605 O 10/01/14
0
3160065 T78/H74 F 81,200.00 ZZ
180 81,161.71 1
84 HASSART STREET 14.690 1,006.63 70
14.190 1,006.63 116,000.00
NEW BRUNSWICK NJ 08901 5 12/01/99 00
1211457 05 01/06/00 0
110010392 O 12/06/14
0
3160068 T78/H74 F 105,300.00 ZZ
180 105,176.23 1
3111 CASTLEROCK AVENUE 11.950 1,079.08 90
11.450 1,079.08 117,000.00
HILLARD OH 43026 5 11/23/99 00
1211499 05 12/29/99 0
150010321 O 11/29/14
0
3160073 T78/H74 F 198,800.00 ZZ
180 198,260.11 1
4625 SMOKEY WREATH WAY 9.990 1,743.15 83
9.490 1,743.15 241,000.00
ELLICOTT CITY MD 21042 5 08/31/99 00
1211465 05 10/07/99 0
40009134 O 09/07/14
0
3160074 T78/H74 F 30,400.00 ZZ
180 30,374.07 1
1113 N MONTFORD AVENUE 14.390 369.61 80
13.890 369.61 38,000.00
BALTIMORE MD 21213 5 10/29/99 00
1211473 05 12/03/99 0
4-0010774 O 11/03/14
0
3252116 Q72/Q72 F 157,250.00 ZZ
180 100,305.67 1
1
206 BEECHTREE DRIVE 13.250 2,015.53 69
12.750 2,015.53 230,000.00
BROOMALL PA 19008 5 08/23/91 00
0800005159 05 09/28/91 0
0800005159 O 08/28/06
0
3252117 Q72/Q72 F 104,000.00 ZZ
180 58,015.87 1
110 DANBURY COURT 13.000 1,315.85 100
12.500 1,315.85 105,000.00
EAST WINDSOR NJ 08520 5 05/26/89 00
0800005217 05 07/02/89 0
0800005217 O 06/02/04
0
3252118 Q72/Q72 F 37,000.00 ZZ
180 23,071.33 1
109-44 110TH STREET 16.500 556.37 25
16.000 556.37 150,000.00
RICHMOND HILLS NY 11420 5 05/09/90 00
0800005340 05 06/14/90 0
0800005340 O 05/14/05
0
3252119 Q72/Q72 F 124,000.00 ZZ
240 104,522.25 1
1025 DARBY CT 10.700 1,254.69 85
10.200 1,254.69 147,000.00
POTTSTOWN PA 19464 2 12/15/92 00
0800006116 05 01/21/93 0
0800006116 O 12/21/12
0
3252120 Q72/Q72 F 97,899.78 ZZ
360 97,792.21 1
3330 E. COUNTY ROAD 113 11.900 999.48 100
11.400 999.48 98,000.00
GREEN SPRING OH 44836 2 11/01/99 00
0800081648 27 12/01/99 0
0800081648 O 11/01/29
0
3252121 Q72/Q72 F 24,245.00 ZZ
180 22,918.34 1
4701 SUNFLOWER DRIVE 13.990 322.72 21
13.490 322.72 120,000.00
MCKINNEY TX 75070 1 10/09/97 00
0800082562 05 12/01/97 0
1
0800082562 O 11/01/12
0
3252122 Q72/Q72 F 67,572.69 ZZ
300 66,640.83 1
4 BENSON AVENUE 12.900 850.52 114
12.400 850.52 59,600.00
WARWICK RI 02888 5 09/01/99 00
0800086159 05 10/01/99 0
0800086159 N 09/01/24
0
3252123 Q72/Q72 F 23,000.00 ZZ
180 21,908.41 1
10531 HIGHWAY 78 15.000 321.91 40
14.500 321.91 58,000.00
SUMMERVILLE SC 29483 5 12/23/97 00
0800088270 05 02/01/98 0
0800088270 O 01/01/13
0
3252124 Q72/Q72 F 77,590.00 ZZ
360 76,839.33 1
1419 SW CAMBRIDGE STREET 9.900 675.18 80
9.400 675.18 97,000.00
SEATTLE WA 98106 5 05/19/98 00
0800092207 05 09/01/98 0
0800092207 O 08/01/28
0
3252125 Q72/Q72 F 74,750.00 ZZ
360 74,134.30 1
18096 LATHERS 13.500 856.20 65
13.000 856.20 115,000.00
LIVONIA MI 48152 2 11/13/97 00
0800095085 05 01/01/98 0
0800095085 O 12/01/27
0
3252126 Q72/Q72 F 37,400.00 ZZ
180 34,894.46 1
25 CALVARY COURT 14.250 504.37 20
13.750 504.37 187,000.00
JACKSON NJ 08527 1 04/18/97 00
0800095705 05 06/01/97 0
0800095705 O 05/01/12
0
1
3252127 Q72/Q72 F 12,100.00 ZZ
180 10,432.94 1
34 HILLSIDE AVENUE 14.000 161.15 8
13.500 161.15 171,000.00
STAMFORD CT 06902 2 03/31/95 00
0800095713 05 05/05/95 0
0800095713 O 04/05/10
0
3252128 Q72/Q72 F 19,000.00 ZZ
180 17,951.87 1
3401 WEST 109TH STREET 9.990 204.06 8
9.490 204.06 250,000.00
INGLEWOOD CA 90303 5 05/18/98 00
0800096844 05 07/01/98 0
0800096844 O 06/01/13
0
3252129 Q72/Q72 F 56,000.00 ZZ
180 55,808.90 1
4386 EAST HELAMAN AVENUE 14.950 705.85 27
14.450 705.85 215,000.00
LAS VEGAS NV 89120 5 09/11/98 00
0800096893 05 11/01/98 0
0800096893 O 10/01/13
0
3252130 Q72/Q72 F 16,800.00 ZZ
180 15,085.49 1
1536 SOUTH MARVIN AVENUE 14.990 235.02 20
14.490 235.02 86,000.00
TUCSON AZ 85710 5 01/24/96 00
0800097610 05 03/01/96 0
0800097610 O 02/01/11
0
3252131 Q72/Q72 F 21,000.00 ZZ
180 20,728.78 1
5929 PROCTOR 13.750 244.68 70
13.250 244.68 30,000.00
DETROIT MI 48210 5 12/21/95 00
0800097800 05 02/01/96 0
0800097800 O 01/01/11
0
3252132 Q72/Q72 F 125,250.00 ZZ
360 121,844.62 1
6060 FULCHER AVE 8.750 985.34 75
8.250 985.34 167,000.00
1
NORTH HOLLYWOOD CA 91606 2 03/26/97 00
0800099533 05 05/01/97 0
0800099533 O 04/01/27
0
3252133 Q72/Q72 F 22,500.00 ZZ
360 22,407.28 1
1427 WEST JULIAH 14.000 266.60 74
13.500 266.60 30,600.00
MT MORRIS TWP MI 48505 5 09/25/98 00
0800100778 05 11/01/98 0
0800100778 O 10/01/28
0
3252134 Q72/Q72 F 60,000.00 ZZ
360 59,208.87 1
945 OLD LIBERTY ROAD 12.500 640.36 50
12.000 640.36 120,000.00
MONTICELLO NY 12701 5 06/12/98 00
0800100794 05 08/01/98 0
0800100794 O 07/01/28
0
3252135 Q72/Q72 F 82,800.00 ZZ
360 82,227.32 1
502 N SANTA BARBARA 10.750 772.92 9
10.250 772.92 920,000.00
MESA AZ 85201 5 09/22/98 00
0800100968 05 11/15/98 0
0800100968 O 10/15/28
0
3252136 Q72/Q72 F 45,825.00 ZZ
360 45,576.39 1
587 EAST 20TH STREET 12.540 490.49 65
12.040 490.49 70,500.00
GRAND ISLAND NE 68801 2 10/14/98 00
0800102386 05 12/01/98 0
0800102386 O 11/01/28
0
3252137 Q72/Q72 F 165,000.00 ZZ
360 163,548.90 1
94-294 KAHUANANI STREET 8.550 1,274.56 75
8.050 1,274.56 220,000.00
WAIPAHU HI 96797 5 11/25/98 00
0800102584 05 02/01/99 0
0800102584 O 01/01/29
0
1
3252140 Q72/Q72 F 50,000.00 ZZ
180 48,428.90 1
3775 MASTERS COURT 11.450 582.51 18
10.950 582.51 280,000.00
SAN JOSE CA 95111 5 12/18/98 00
0800102972 05 02/01/99 0
0800102972 O 01/01/14
0
3252141 Q72/Q72 F 29,250.00 ZZ
360 29,164.45 1
18987 GILCHRIST 14.670 362.14 65
14.170 362.14 45,000.00
DETROIT MI 48235 2 09/30/98 00
0800103251 05 11/01/98 0
0800103251 O 10/01/28
0
3252142 Q72/Q72 F 42,900.00 ZZ
360 42,773.51 1
3016-18 BURDETTE STREET 14.040 509.67 65
13.540 509.67 66,000.00
NEW ORLEANS LA 70125 5 11/24/98 00
0800103327 05 01/01/99 0
0800103327 O 12/01/28
0
3252143 Q72/Q72 F 19,500.00 ZZ
180 18,925.51 1
502 ERIN BLU 14.500 266.27 41
14.000 266.27 48,000.00
EDMOND OK 73013 5 09/30/98 00
0800105074 05 11/15/98 0
0800105074 N 10/15/13
0
3252144 Q72/Q72 F 33,500.00 ZZ
360 32,949.39 1
3742 JACKSON 11.250 325.37 75
10.750 325.37 45,000.00
KANSAS CITY MO 64128 5 11/12/98 00
0800105090 05 01/01/99 0
0800105090 O 12/01/28
0
3252145 Q72/Q72 F 37,350.00 ZZ
180 37,012.39 1
1
273 JOHNSON ROAD 12.990 412.88 89
12.490 412.88 42,000.00
LENOIR CITY TN 37771 1 06/30/97 00
0800724668 05 07/30/97 0
0800724668 O 06/30/12
0
3252146 Q72/Q72 F 10,000.00 ZZ
180 9,306.61 1
6935 MAYAPPLE ROAD 12.300 121.96 13
11.800 121.96 82,500.00
JACKSONVILLE FL 32211 5 11/03/97 00
0800724866 05 12/07/97 0
0800724866 O 11/07/12
0
3252147 Q72/Q72 F 10,800.00 ZZ
180 10,204.78 1
3892 KERWIN 12.300 131.71 15
11.800 131.71 72,000.00
MEMPHIS TN 38128 5 02/06/98 00
0800724882 05 03/13/98 0
0800724882 O 02/13/13
0
3252148 Q72/Q72 F 104,292.06 ZZ
276 99,355.36 1
25 RIVER ROAD UNIT A2 11.500 1,076.89 134
BUILDING 1, 25 RIVER ROAD 11.000 1,076.89 78,000.00
NUTLEY NJ 07110 1 01/22/96 00
0800768764 01 02/01/96 0
0800768764 O 01/01/19
0
3252149 Q72/Q72 F 62,500.00 ZZ
360 54,378.85 1
110 BOSTON POST ROAD UNIT 1 7.250 434.84 75
6.750 434.84 83,500.00
TOWN OF MARLBOR MA 01752 1 08/31/89 00
0800770885 01 10/01/89 0
0800770885 O 09/01/19
0
3252151 Q72/Q72 F 281,700.00 ZZ
360 279,346.86 1
4055 SHORTLINE LANE 8.000 2,067.01 77
7.500 2,067.01 370,000.00
HELENA MT 59602 2 02/19/99 00
0800772147 05 04/01/99 0
1
0800772147 O 03/01/29
0
3252152 Q72/Q72 F 28,000.00 ZZ
360 27,881.59 1
17166 CONLEY 12.720 303.63 70
12.220 303.63 40,000.00
DETROIT MI 48212 5 12/15/98 00
0800772436 05 01/15/99 0
0800772436 N 12/15/28
0
3252153 Q72/Q72 F 12,500.00 ZZ
360 12,453.78 1
5341 LAKE POINTE 16.000 168.10 47
15.500 168.10 27,000.00
DETROIT MI 48224 5 11/25/97 00
0800772469 05 01/01/98 0
0800772469 O 12/01/27
0
3252154 Q72/Q72 F 71,500.00 ZZ
180 71,224.65 1
34 MILE 16.000 961.51 50
15.500 961.51 143,000.00
RICHMOND MI 48062 5 12/02/97 00
0800772477 05 01/02/98 0
0800772477 N 12/02/12
0
3252155 Q72/Q72 F 15,500.00 ZZ
360 15,435.98 1
12700 ILENE 14.200 186.12 50
13.700 186.12 31,000.00
DETROIT MI 48238 5 07/15/98 00
0800772485 05 08/20/98 0
0800772485 O 07/20/28
0
3252156 Q72/Q72 F 182,000.00 ZZ
180 137,263.62 1
140 NICHOLOSI DR 8.500 1,792.23 11
8.000 1,792.23 1,800,000.00
STATEN ISLAND NY 10312 5 04/06/94 00
0899000152 05 05/11/94 0
0899000152 O 04/11/09
0
1
3252157 Q72/Q72 F 19,500.00 ZZ
180 10,447.17 1
109 BOCK ST 9.490 203.51 32
8.990 203.51 62,000.00
ROCHESTER NY 14609 5 12/03/92 00
0899000285 05 01/05/93 0
0899000285 N 12/05/07
0
3252158 Q72/Q72 F 55,250.00 ZZ
180 29,992.89 1
15 S HIGHLAND AVENUE 8.750 552.20 121
8.250 552.20 46,000.00
APOPKA FL 32703 5 01/21/94 00
0899000350 05 03/15/94 0
0899000350 O 02/15/09
0
3252159 Q72/Q72 F 160,174.74 ZZ
360 159,271.46 1
5561 HYDE PARK CIRCLE 8.125 1,189.29 96
7.625 1,189.29 168,000.00
JACKSONVILLE FL 32210 5 10/21/99 00
0899000475 05 10/15/99 0
0899000475 O 09/15/29
0
3252160 Q72/Q72 F 213,350.00 ZZ
360 211,171.58 1
5666 CASCADE DR 9.950 1,864.42 85
9.450 1,864.42 251,000.00
LISLE IL 60532 5 03/30/98 00
0899002422 05 07/01/98 0
0899002422 O 06/01/28
0
3252161 Q72/Q72 F 69,500.00 ZZ
360 69,379.83 1
RT 4 BOX 58 SAWMILL ROAD 12.800 757.96 65
12.300 757.96 107,000.00
DAYTON TX 77535 5 07/06/99 00
0899006340 05 09/01/99 0
0899006340 O 08/01/29
0
3252162 Q72/Q72 F 100,750.00 ZZ
360 100,343.79 1
RT. 1 BOX 249 13.900 1,185.79 65
13.400 1,185.79 155,000.00
1
DEER RIVER MN 56636 5 08/20/98 00
0899006696 05 10/01/98 0
0899006696 O 09/01/28
0
3252163 Q72/Q72 F 34,000.00 ZZ
360 33,902.82 1
11310 RIDERWOOD DR 14.490 416.08 62
13.990 416.08 55,000.00
HOUSTON TX 77099 2 10/01/98 00
0899006803 05 12/01/98 0
0899006803 O 11/01/28
0
TOTAL NUMBER OF LOANS : 610
TOTAL ORIGINAL BALANCE : 72,191,230.49
TOTAL PRINCIPAL BALANCE : 69,984,439.91
TOTAL ORIGINAL P+I : 588,687.74
TOTAL CURRENT P+I : 589,773.12
***************************
* END OF REPORT *
***************************
<PAGE>
1
RUN ON : 03/20/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 12.15.20 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2000 RS1 ARM CUTOFF : 03/01/00
POOL : 0004429
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
---------------------------------------------------------------------------
1182143 .7500 12.6250
58,610.63 .0500 12.3870
7.3750 .0000 12.3870
6.6250 .1880 1.8870
6.3870 .0000 1.8870
6.3870 .0000
1184236 .5000 13.2500
150,206.15 .0500 13.0120
7.1250 .0000 13.0120
6.6250 .1880 1.8870
6.3870 .0000 1.8870
6.3870 .0000
1186563 .3750 13.5000
176,991.93 .0500 13.2620
9.2500 .0000 13.2620
8.8750 .1880 .1370
8.6370 .0000 .1370
8.6370 .0000
1186942 .3750 13.2500
142,318.02 .0500 13.0120
7.0000 .0000 13.0120
6.6250 .1880 1.8870
6.3870 .0000 1.8870
6.3870 .0000
1188405 .2500 15.0000
197,553.70 .0500 14.7620
8.3750 .0000 14.7620
8.1250 .1880 2.1370
7.8870 .0000 2.1370
7.8870 .0000
1188870 .5000 14.7500
289,003.49 .0500 14.5120
9.1250 .0000 14.5120
8.6250 .1880 .1370
8.3870 .0000 .1370
8.3870 .0000
1
1189019 .3750 13.5000
229,580.71 .0500 13.2620
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2938421 .3750 12.6250
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1
2938444 .3750 12.7500
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2938460 .3750 12.8750
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2938485 .3750 12.8750
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1
2938498 .3750 12.7500
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1
2938515 .3750 12.7500
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2938529 .3750 12.7500
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1
2938550 .3750 12.5250
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1
2938567 .3750 12.7500
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1
2938587 .3750 12.7500
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1
2938606 .3750 12.7500
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2938613 .3750 13.2500
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2938615 .3750 12.8750
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1
2938626 .3750 13.3750
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2938630 .3750 12.8750
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1
2938645 .3750 13.2500
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2938653 .3750 13.5000
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2938654 .3750 13.5000
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1
2938659 .3750 13.1250
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2938670 .3750 13.5000
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1
2938674 .3750 14.0000
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7.2980 .1880 2.2870
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127,050.44 .0500 15.7620
9.5000 .0000 15.7620
9.0000 .1880 6.2120
8.7620 .0000 6.2120
8.7620 .0000
3158976 .5000 16.3750
178,003.32 .0500 16.1370
9.8750 .0000 16.1370
9.3750 .1880 6.2120
9.1370 .0000 6.2120
9.1370 .0000
1
3158977 .5000 17.2500
105,954.66 .0500 17.0120
10.7500 .0000 17.0120
10.2500 .1880 6.0120
10.0120 .0000 6.0120
10.0120 .0000
3158978 .5000 18.2500
53,450.42 .0500 18.0120
11.7500 .0000 18.0120
11.2500 .1880 6.8870
11.0120 .0000 6.8870
11.0120 .0000
3158979 .5000 16.2500
189,751.33 .0500 16.0120
9.7500 .0000 16.0120
9.2500 .1880 6.3870
9.0120 .0000 6.3870
9.0120 .0000
3158980 .5000 17.0000
224,729.42 .0500 16.7620
10.5000 .0000 16.7620
10.0000 .1880 6.2620
9.7620 .0000 6.2620
9.7620 .0000
3252060 .5000 12.0000
37,689.49 .0500 11.7620
8.5000 .0000 11.7620
8.0000 .1880 3.0120
7.7620 .0000 3.0120
7.7620 .0000
3252061 .5000 11.5000
107,081.56 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252062 .5000 11.5000
161,509.99 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252063 .5000 11.5000
154,786.70 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
1
3252064 .5000 11.5000
61,186.50 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252065 .5000 11.5000
272,330.30 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252066 .5000 11.5000
273,210.87 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252067 .5000 11.5000
168,951.96 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252068 .5000 11.5000
210,602.93 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252069 .5000 11.5000
246,637.06 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252070 .5000 11.5000
517,760.11 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
3252071 .5000 11.5000
235,752.53 .0500 11.2620
8.7500 .0000 11.2620
8.2500 .1880 2.1370
8.0120 .0000 2.1370
8.0120 .0000
1
3252072 .5000 16.0000
163,568.55 .0500 15.7620
10.0000 .0000 15.7620
9.5000 .1880 6.7620
9.2620 .0000 6.7620
9.2620 .0000
3252073 .5000 16.7500
61,092.91 .0500 16.5120
12.8750 .0000 16.5120
12.3750 .1880 6.0120
12.1370 .0000 6.0120
12.1370 .0000
3252074 .5000 16.6000
56,634.73 .0500 16.3620
11.1000 .0000 16.3620
10.6000 .1880 7.1620
10.3620 .0000 7.1620
10.3620 .0000
3252075 .5000 16.5000
81,800.81 .0500 16.2620
10.5000 .0000 16.2620
10.0000 .1880 6.0120
9.7620 .0000 6.0120
9.7620 .0000
3252076 .5000 17.7500
38,979.95 .0500 17.5120
11.7500 .0000 17.5120
11.2500 .1880 6.0120
11.0120 .0000 6.0120
11.0120 .0000
3252077 .5000 16.7500
30,190.55 .0500 16.5120
10.7500 .0000 16.5120
10.2500 .1880 6.0120
10.0120 .0000 6.0120
10.0120 .0000
3252078 .5000 15.8000
94,435.43 .0500 15.5620
10.3000 .0000 15.5620
9.8000 .1880 6.0120
9.5620 .0000 6.0120
9.5620 .0000
3252079 .5000 19.0000
150,425.97 .0500 18.7620
13.5000 .0000 18.7620
13.0000 .1880 7.7620
12.7620 .0000 7.7620
12.7620 .0000
1
3252080 .5000 16.4500
63,579.25 .0500 16.2120
10.9500 .0000 16.2120
10.4500 .1880 6.2120
10.2120 .0000 6.2120
10.2120 .0000
3252081 .5000 16.3750
323,761.94 .0500 16.1370
10.8750 .0000 16.1370
10.3750 .1880 7.3870
10.1370 .0000 7.3870
10.1370 .0000
3252082 .5000 15.5000
57,794.47 .0500 15.2620
10.0000 .0000 15.2620
9.5000 .1880 6.5120
9.2620 .0000 6.5120
9.2620 .0000
3252083 .5000 17.1000
128,754.65 .0500 16.8620
14.6000 .0000 16.8620
14.1000 .1880 7.9120
13.8620 .0000 7.9120
13.8620 .0000
3252084 .5000 17.8000
94,792.76 .0500 17.5620
11.8000 .0000 17.5620
11.3000 .1880 8.0620
11.0620 .0000 8.0620
11.0620 .0000
3252085 .5000 17.9900
48,100.88 .0500 17.7520
11.9900 .0000 17.7520
11.4900 .1880 7.0120
11.2520 .0000 7.0120
11.2520 .0000
3252086 .5000 15.0000
51,357.41 .0500 14.7620
9.5000 .0000 14.7620
9.0000 .1880 4.7620
8.7620 .0000 4.7620
8.7620 .0000
3252087 .5000 14.6250
256,536.61 .0500 14.3870
9.1250 .0000 14.3870
8.6250 .1880 4.2620
8.3870 .0000 4.2620
8.3870 .0000
1
3252088 .5000 16.3750
72,710.89 .0500 16.1370
10.8750 .0000 16.1370
10.3750 .1880 5.6370
10.1370 .0000 5.6370
10.1370 .0000
3252089 .5000 15.7500
158,863.87 .0500 15.5120
10.2500 .0000 15.5120
9.7500 .1880 5.3870
9.5120 .0000 5.3870
9.5120 .0000
3252090 .5000 14.7500
72,915.83 .0500 14.5120
8.2500 .0000 14.5120
7.7500 .1880 4.5120
7.5120 .0000 4.5120
7.5120 .0000
3252091 .5000 16.4500
142,976.03 .0500 16.2120
9.9500 .0000 16.2120
9.4500 .1880 6.7120
9.2120 .0000 6.7120
9.2120 .0000
3252092 .5000 16.1500
117,539.88 .0500 15.9120
9.6500 .0000 15.9120
9.1500 .1880 5.4120
8.9120 .0000 5.4120
8.9120 .0000
3252093 .5000 16.0000
52,145.87 .0500 15.7620
12.8750 .0000 15.7620
12.3750 .1880 6.0120
12.1370 .0000 6.0120
12.1370 .0000
3252094 .5000 15.3500
30,238.72 .0500 15.1120
11.6250 .0000 15.1120
11.1250 .1880 4.7620
10.8870 .0000 4.7620
10.8870 .0000
3252095 .5000 18.7500
41,066.16 .0500 18.5120
12.7500 .0000 18.5120
12.2500 .1880 6.8870
12.0120 .0000 6.8870
12.0120 .0000
1
3252096 .5000 17.1250
51,246.77 .0500 16.8870
12.6250 .0000 16.8870
12.1250 .1880 6.2620
11.8870 .0000 6.2620
11.8870 .0000
3252097 .5000 16.5000
150,443.71 .0500 16.2620
12.7500 .0000 16.2620
12.2500 .1880 6.0120
12.0120 .0000 6.0120
12.0120 .0000
3252098 .5000 18.0000
58,816.39 .0500 17.7620
12.0000 .0000 17.7620
11.5000 .1880 5.2620
11.2620 .0000 5.2620
11.2620 .0000
3252099 .5000 16.6000
25,500.93 .0500 16.3620
10.1000 .0000 16.3620
9.6000 .1880 6.0120
9.3620 .0000 6.0120
9.3620 .0000
3252100 .5000 16.3300
42,392.99 .0500 16.0920
9.8300 .0000 16.0920
9.3300 .1880 5.2120
9.0920 .0000 5.2120
9.0920 .0000
3252101 .5000 16.8200
118,511.96 .0500 16.5820
10.3200 .0000 16.5820
9.8200 .1880 4.5620
9.5820 .0000 4.5620
9.5820 .0000
3252102 .5000 19.9700
43,344.22 .0500 19.7320
13.4700 .0000 19.7320
12.9700 .1880 6.2620
12.7320 .0000 6.2620
12.7320 .0000
3252103 .5000 17.0000
54,677.13 .0500 16.7620
11.5000 .0000 16.7620
11.0000 .1880 6.7620
10.7620 .0000 6.7620
10.7620 .0000
1
3252104 .5000 16.8800
27,856.25 .0500 16.6420
10.3800 .0000 16.6420
9.8800 .1880 5.3120
9.6420 .0000 5.3120
9.6420 .0000
3252105 .5000 20.2200
48,478.81 .0500 19.9820
13.7200 .0000 19.9820
13.2200 .1880 6.2620
12.9820 .0000 6.2620
12.9820 .0000
3252106 .5000 16.0000
97,538.04 .0500 15.7620
9.5000 .0000 15.7620
9.0000 .1880 4.5120
8.7620 .0000 4.5120
8.7620 .0000
3252107 .5000 16.8750
69,114.21 .0500 16.6370
10.3750 .0000 16.6370
9.8750 .1880 6.2620
9.6370 .0000 6.2620
9.6370 .0000
3252108 .5000 16.0000
132,246.85 .0500 15.7620
10.5000 .0000 15.7620
10.0000 .1880 6.2520
9.7620 .0000 6.2520
9.7620 .0000
3252109 .5000 12.7500
293,147.00 .0500 12.5120
10.2500 .0000 12.5120
9.7500 .1880 6.3870
9.5120 .0000 6.3870
9.5120 .0000
3252110 .5000 16.5000
73,108.22 .0500 16.2620
11.0000 .0000 16.2620
10.5000 .1880 6.3870
10.2620 .0000 6.3870
10.2620 .0000
3252111 .5000 19.4900
35,885.17 .0500 19.2520
13.9900 .0000 19.2520
13.4900 .1880 6.3870
13.2520 .0000 6.3870
13.2520 .0000
1
3252112 .5000 15.5000
107,527.45 .0500 15.2620
10.0000 .0000 15.2620
9.5000 .1880 6.3870
9.2620 .0000 6.3870
9.2620 .0000
3252113 .5000 16.5000
193,479.09 .0500 16.2620
11.0000 .0000 16.2620
10.5000 .1880 6.3870
10.2620 .0000 6.3870
10.2620 .0000
3252114 .5000 17.5000
49,338.48 .0500 17.2620
12.0000 .0000 17.2620
11.5000 .1880 6.3870
11.2620 .0000 6.3870
11.2620 .0000
TOTAL NUMBER OF LOANS: 417
TOTAL BALANCE........: 55,021,828.64
1
RUN ON : 03/20/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 12.15.20 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2000 RS1 ARM ARM SUMMARY REPORT CUTOFF : 03/01/00
POOL : 0004429
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 8.9142 6.6250 14.6000
RFC NET RATE 8.4944 6.3750 14.1000
NET MTG RATE(INVSTR RATE) 8.2564 6.1370 13.8620
POST STRIP RATE 8.2564 6.1370 13.8620
SUB SERV FEE .4198 .2500 1.0000
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .1880 .1880 .1880
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 14.3299 10.5000 20.2200
MAX NET MTG RT(MAX INV RT) 14.0919 10.2620 19.9820
MAX POST STRIP RATE 14.0919 10.2620 19.9820
INV RATE MARGIN 3.8020 -.2380 8.9620
POST STRIP MARGIN 3.8020 -.2380 8.9620
TOTAL NUMBER OF LOANS: 417
TOTAL BALANCE........: 55,021,828.64
***************************
* END OF REPORT *
***************************
1
RUN ON : 03/20/00 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 12.15.20 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2000 RS1 ARM CUTOFF : 03/01/00
POOL : 0004429
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
ADDRESS CURR NET ORIGINAL P+I # OF UNITS
ADDRESS LINE 2 NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
1182143 7.8750 71,650.00 100
FOULK DONALD 7.3750 58,610.63 ZZ
2350 CHEROKEE DRIVE, NW 6.6250 519.51 1
13.3750 483.70 84
LONDON OH 43140 12.6250 09/30/88 85,500.00
4600215 .0000 11/01/88 11
3EO368 .0000 10/01/18 17
0 2.8750 10/01/89 10/01/00
178/J77 2.1250 11/01/89 11/01/00
45 .0000 .0000 .0000
A .0000 12 12
360 7 2.0000 2.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 01 10/01/89
.0000 05 D 10/01/93
O .6250
1184236 8.0000 178,000.00 100
KAISER KHAJA 7.1250 150,206.15 ZZ
9 SWEENEY COURT 6.6250 1,306.11 1
14.0000 1,222.17 72
GREEN BROOK NJ 08812 13.2500 07/14/88 249,000.00
92936651 .0000 09/01/88 00
0434621 .0000 08/01/18 0
0 2.6250 08/01/89 08/01/00
1
240/994 2.1250 09/01/89 09/01/00
45 6.0000 .0000 .0000
A 10.0000 12 12
360 7 2.0000 2.0000
6.0000 S N .1250
5.5000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1186563 8.3750 210,000.00 100
CONNOLLY ALICE 9.2500 176,991.93 ZZ
980 BERKELEY AVENUE 8.8750 1,596.16 1
13.8750 1,653.68 42
MENLO PARK CA 94025 13.5000 12/29/88 500,000.00
1744853 .0000 03/01/89 00
88700955 .0000 02/01/19 0
0 .7500 08/01/89 08/01/00
453/983 .3750 09/01/89 09/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
5.5000 S N .1250
5.5000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1186942 8.0000 167,600.00 100
LARRIVEE RAYMOND 7.0000 142,318.02 ZZ
8 DOUGLAS DRIVE 6.6250 1,229.80 1
13.5000 1,137.52 53
CROMWELL CT 06416 13.2500 11/29/88 317,000.00
6128131 .0000 01/01/89 00
41162424 .0000 12/01/18 0
0 2.5000 12/01/89 12/01/00
283/526 2.1250 01/01/90 01/01/01
45 .0000 .0000 .0000
A .0000 12 12
360 7 2.0000 2.0000
5.5000 S N .1250
5.5000 S N .1250
.0000 1 01 12/01/89
.0000 05 E 12/01/93
O .6250
1188405 10.2500 225,000.00 100
RALLO VINCENT 8.3750 197,553.70 ZZ
5103 N CHARLES ST 8.1250 2,016.23 1
15.2500 1,737.68 70
BALTIMORE MD 21212 15.0000 01/27/89 325,000.00
1
0007721483 .0000 03/01/89 00
74103338 .0000 02/01/19 0
0 2.6250 02/01/96 02/01/01
139/429 2.3750 03/01/96 03/01/01
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
5.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1188870 9.2500 330,000.00 100
GUARRASI JOSEPH 9.1250 289,003.49 ZZ
2233 WARMOUTH STREET 8.6250 2,714.83 1
SAN PEDRO AREA 15.2500 2,664.15 71
LOS ANGELES CA 90732 14.7500 04/17/89 470,000.00
4545091 .0000 06/01/89 00
26004240 .0000 05/01/19 0
0 .8750 11/01/89 05/01/00
016/241 .3750 12/01/89 06/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
6.0000 S N .1250
6.0000 S N .1250
.0000 2 01 11/01/89
.0000 05 E 05/01/94
O 1.1250
1189019 8.0000 264,000.00 100
ABITOL ARIE 8.7500 229,580.71 ZZ
184-33 TUDOR ROAD 8.3750 1,937.14 1
13.8750 2,065.25 80
JAMAICA ESTATE NY 11432 13.5000 03/16/89 330,000.00
332197 .0000 05/01/89 00
332197 .0000 04/01/19 0
0 .7500 10/01/89 04/01/00
562/562 .3750 11/01/89 05/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
5.8750 S N .1250
5.8750 S N .1250
.0000 1 01 10/01/89
.0000 05 E 04/01/94
O 1.1250
1189506 8.5000 258,000.00 115
BAVIS HARRY 9.1250 227,901.27 ZZ
1
7713 QUIMBY AVENUE 8.5000 1,983.80 1
(CANOGA PARK AREA) 13.7500 2,010.86 80
LOS ANGELES CA 91304 13.3750 03/08/89 322,500.00
800093171 .0000 05/01/89 00
3915115 .0000 04/01/19 0
0 .6250 11/01/89 04/01/00
150/P65 .0000 05/01/90 05/01/00
45 .0000 7.5000 .0000
A .0000 1 12
360 8 .0000 .0000
5.2500 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1189682 9.5000 240,200.00 100
SARTORIUS ROY 9.0000 209,943.88 ZZ
4402 VICTORIA DRIVE 8.6250 2,019.74 1
13.8750 1,918.64 90
MOUNT KISCO NY 10549 13.5000 04/26/89 266,900.00
333070 .0000 06/01/89 04
333070 .0000 05/01/19 25
0 .7500 11/01/89 05/01/00
562/562 .3750 12/01/89 06/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
4.3750 S N .1250
4.3750 S N .1250
.0000 1 01 11/01/89
.0000 09 E 05/01/94
O 1.1250
1192289 9.1250 136,800.00 100
RICHE JEANBARBE 8.7500 120,501.84 ZZ
9 DUNLOP DRIVE 8.3750 1,113.06 1
15.1250 1,073.30 90
SPRING VALLEY NY 10977 14.7500 09/15/89 152,000.00
740189 .0000 11/01/89 14
30001076160747 .0000 10/01/19 17
0 .7500 04/01/90 04/01/00
669/514 .3750 05/01/90 05/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
6.0000 S N .1250
6.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
1196277 9.6250 212,000.00 100
FRANCISCO ALEJANDRO 8.8750 186,063.96 ZZ
17715 PARKVALLE PLACE 8.3750 1,801.98 1
15.6250 1,672.04 80
CERRITOS CA 90701 15.2500 09/07/89 265,000.00
8164170 .0000 11/01/89 00
101470871 .0000 10/01/19 0
0 .8750 04/01/90 04/01/00
162/162 .3750 05/01/90 05/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
6.0000 S N .1250
6.0000 S N .1250
.0000 1 01 04/01/90
.0000 05 D 10/01/94
O 1.1250
1202281 9.6250 240,000.00 100
EULL WALTER 9.0000 209,687.46 ZZ
11204 BEDFORDSHIRE AVENUE 8.6250 2,039.97 1
15.6250 1,945.90 75
POTOMAC MD 20854 15.2500 07/29/88 320,000.00
2113260 .0000 09/01/88 00
00735316 .0000 08/01/18 0
0 2.7500 08/01/91 08/01/00
977/729 2.3750 09/01/91 09/01/00
45 .0000 .0000 .0000
A .0000 36 36
360 3 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 01 09/01/89
.0000 05 E 09/01/93
O .6250
1215578 8.8750 265,000.00 100
PERSICO ALFREDO 7.1250 232,825.24 ZZ
8449 DACOSTA STREET 6.7500 2,108.46 1
13.6250 1,792.98 73
DOWNEY CA 90240 13.2500 10/29/90 365,000.00
800082257 .0000 01/01/91 00
720043129 .0000 12/01/20 0
0 2.5000 07/01/91 07/01/00
474/F94 2.1250 08/01/91 08/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.7500 S N .1250
.0000 S N .1250
1
.0000 1 01 01/01/92
.0000 05 E 01/01/96
O 1.1250
1216707 8.0000 194,250.00 100
WENG CISSY 8.0000 167,538.94 ZZ
8 KNOLL RIDGE DRIVE 7.5800 1,425.34 1
13.5000 1,437.04 75
POMONA CA 91766 13.0800 12/02/88 259,000.00
8766592 8.0000 02/01/89 00
4525160 7.5800 01/01/19 0
0 2.3750 07/01/89 07/01/00
980/549 1.9550 08/01/89 08/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S U .1250
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JOHNSTON TAHIRAH 12.3000 42,679.56 ZZ
15784 MONTE VISTA 11.3000 449.63 1
19.3000 449.63 57
DETROIT MI 48238 18.3000 08/20/99 75,000.00
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DICKS WILLIAM 10.6500 211,235.58 ZZ
RR 1 BOX 98 10.1500 1,959.82 1
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LINDEN IN 47955 16.1500 09/01/99 225,000.00
1189711 10.6500 11/01/99 00
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DOONER ANDREW 10.8750 86,089.11 ZZ
221 LAGUNITAS SW 10.4484 813.24 1
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ALBUQUERQUE NM 87105 16.4484 09/03/99 115,000.00
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ALVARADO HERIBERTO 9.9900 69,401.41 ZZ
5501 CLEO ROAD SW 9.6150 610.28 1
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ALBUQUERQUE NM 87121 15.6150 08/30/99 87,000.00
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RYDESKI RONALD 11.6250 89,837.33 ZZ
16 PINE D RANCH ROAD 11.1984 899.86 1
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1052539 .0000 10/01/99 00
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0 6.7500 09/01/02 09/01/02
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RANDLE MICHAEL 10.8750 80,817.89 ZZ
609 QUINCY STREET SE 10.4484 763.74 1
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ALBUQUERQUE NM 87108 16.4484 08/13/99 108,000.00
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WIJENJE KIZITO 10.3750 125,169.96 ZZ
302 GIRARD BLVD SE 9.9484 1,137.19 1
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LANDON RUSTIN 11.2000 50,929.38 ZZ
2302 OLD HENDERSON RD 10.3250 493.41 1
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OWENSBORO KY 42301 17.3250 10/07/99 72,000.00
1189877 .0000 12/01/99 00
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1950814 10.9900 78,000.00 100
COLLINS MATTIE 10.9900 77,886.94 ZZ
1349 S SPRINGFIELD AVENUE 10.4900 742.23 2
17.9900 742.23 65
CHICAGO IL 60623 17.4900 10/15/99 120,000.00
1
1211176 10.9900 12/01/99 00
31693COL 10.4900 11/01/29 0
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25 10.9900 .0000 .0000
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1951181 9.7500 180,000.00 100
GONZALEZ JUAN 9.7500 179,485.78 ZZ
5632 WEST PARK AVENUE 9.3750 1,546.48 4
16.5000 1,546.48 90
CICERO IL 60804 16.1250 08/20/99 200,000.00
1203991 .0000 10/01/99 00
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0 6.7500 09/01/01 09/01/01
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NOVAK CYNTHIA 10.3500 84,549.93 T
1313 N. RITCHIE COURT, #2503 9.8500 766.21 1
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CHICAGO IL 60610 16.8500 07/23/99 106,000.00
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1951230 11.1500 152,000.00 100
FERR0SQUIA MARISOL 11.1500 151,622.56 ZZ
1
6351 SOUTH KNOX 10.7750 1,464.79 1
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CHICAGO IL 60629 17.7750 07/17/99 152,000.00
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GALVEZ JOSE 11.2000 104,654.91 ZZ
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CHICAGO IL 60623 17.9500 10/06/99 131,000.00
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O'GRADY GEORGEANN 8.3750 152,341.54 ZZ
2610 CANDELARIA ROAD NW 7.9484 1,162.91 1
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ALBUQUERQUE NM 87107 13.9484 07/26/99 190,000.00
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1952552 8.7500 120,720.00 100
ANDERSON MARK 8.7500 120,304.73 ZZ
4158 CHEYENNE CIRCLE 8.3234 949.70 1
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1052612 .0000 10/01/99 00
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TRUJEQUE PAUL 8.8750 187,355.04 ZZ
118 EAST ARAGON ROAD 8.4484 1,495.81 1
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PEREA BERT 8.9900 99,604.83 ZZ
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SMITH MELISSA 10.5000 54,887.35 ZZ
5577 N 20TH STREET 9.7500 503.11 1
16.5000 503.11 65
KALAMAZOO MI 49004 15.7500 10/25/99 85,000.00
1211192 10.5000 12/01/99 00
31077 9.7500 11/01/29 0
0 7.1500 05/01/00 05/01/00
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1954767 10.6250 65,450.00 100
JOHNSON ERIC 10.6250 65,233.70 ZZ
5218 CHALET LANE 10.2500 604.82 1
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1203090 10.6250 10/01/99 00
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0 7.6250 09/01/01 09/01/01
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TURNEY KYRIE 9.7500 79,572.37 ZZ
2310S HICKORY PLACE 9.2500 687.32 1
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1203074 9.7500 05/01/99 00
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SANDOVAL LUIS 10.7500 80,812.89 ZZ
107 EAST PROSPECT STREET 10.2500 756.12 2
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PAINESVILLE OH 44077 17.2500 08/18/99 108,000.00
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N67/G61 6.5000 10/01/01 10/01/01
25 10.7500 .0000 .0000
A 12.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1955220 11.0000 124,525.00 100
ELBOUAMRI ABDELGHAN 11.0000 124,252.42 ZZ
9908 DUBARRY STREET 10.5000 1,185.88 1
18.0000 1,185.88 85
GLENN DALE MD 20769 17.5000 08/11/99 146,500.00
1211325 11.0000 10/01/99 00
1460001422 10.5000 09/01/29 0
0 7.1250 09/01/01 09/01/01
1
N67/G61 6.6250 10/01/01 10/01/01
25 11.0000 .0000 .0000
A 13.0000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958304 9.9900 163,800.00 100
HAYS VICTORIA 9.9900 163,283.54 ZZ
5716 E. MILTON DRIVE 9.4900 1,436.26 1
15.9900 1,436.26 90
CAVE CREEK AZ 85331 15.4900 09/15/99 182,000.00
1204874 9.9900 11/01/99 00
0503936922 9.4900 10/01/29 0
0 7.2500 10/01/01 10/01/01
E47/G61 6.7500 11/01/01 11/01/01
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958571 10.5000 90,000.00 100
GIVENS HAROLD 12.7500 88,635.96 ZZ
44 BROOKDALE AVE 12.3750 823.27 1
17.5000 972.11 75
NEWARK NJ 07106 17.1250 06/24/97 120,000.00
1205012 10.5000 08/01/97 00
6291 10.1250 07/01/27 0
0 6.6250 01/01/98 07/01/00
562/G61 6.2500 02/01/98 08/01/00
45 10.5000 .0000 .0000
A 12.0000 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958709 11.0000 92,000.00 100
REEVES DARRYL 13.1250 90,410.60 ZZ
210 MAPLE AVE 12.6250 876.14 2
18.0000 1,017.57 80
IRVINGTON NJ 07111 17.5000 06/20/97 115,000.00
1
1205046 11.0000 08/01/97 00
628120 10.5000 07/01/27 0
0 7.0000 01/01/98 07/01/00
562/G61 6.5000 02/01/98 08/01/00
45 11.0000 .0000 .0000
A 12.5000 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958755 10.3750 139,500.00 100
LOWERY CORNELIA 12.6250 137,880.64 ZZ
90 FULLER PL 12.2500 1,263.05 1
17.3750 1,499.03 90
IRVINGTON NJ 07111 17.0000 06/05/97 155,000.00
1205004 10.3750 08/01/97 00
628530 10.0000 07/01/27 0
0 6.5000 01/01/98 07/01/00
562/G61 6.1250 02/01/98 08/01/00
45 10.3750 .0000 .0000
A 11.3750 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958840 10.6250 86,250.00 100
BROWN EUGENE 12.7500 85,284.21 ZZ
497 S 10TH ST 12.2500 797.04 1
17.6250 935.35 75
NEWARK NJ 07103 17.1250 06/19/97 115,000.00
1205020 10.6250 08/01/97 00
627880 10.1250 07/01/27 0
0 6.6250 01/01/98 07/01/00
562/G61 6.1250 02/01/98 08/01/00
45 10.6250 .0000 .0000
A 12.1250 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958909 9.8750 120,000.00 100
LOPEZ JOAQUIN 12.1250 118,452.86 ZZ
1
532 JEFFERSON AVE 11.7500 1,042.02 1
16.8750 1,242.82 80
ELIZABETH NJ 07201 16.5000 06/20/97 150,000.00
1205038 9.8750 08/01/97 00
629474 9.5000 07/01/27 0
0 6.0000 01/01/98 07/01/00
562/G61 5.6250 02/01/98 08/01/00
45 9.8750 .0000 .0000
A 11.3750 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958914 10.6000 90,000.00 100
MCKENZIE MARSHALL 10.6000 89,821.88 ZZ
322 ALGER STREET SE 10.1000 830.00 1
16.6000 830.00 90
GRAND RAPIDS MI 49507 16.1000 09/29/99 100,000.00
1209519 10.6000 11/01/99 00
34647 10.1000 10/01/29 0
0 6.2500 10/01/01 10/01/01
R76/H74 5.7500 11/01/01 11/01/01
25 10.6000 .0000 .0000
A 13.6000 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1958982 9.5000 168,420.00 100
WELLMAN MICHAEL 9.5000 167,826.12 ZZ
1593 GRAYSTONE CANYON AVENUE 9.0000 1,416.17 1
15.5000 1,416.17 70
LAS VEGAS NV 89123 15.0000 07/09/99 241,000.00
1209386 9.5000 09/01/99 00
22794 9.0000 08/01/29 0
0 6.9000 08/01/01 08/01/01
R76/H74 6.4000 09/01/01 09/01/01
25 9.5000 .0000 .0000
A 12.5000 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1
1959003 9.5500 162,000.00 100
NEWSOME JUNE 9.5500 161,517.38 ZZ
1943 MENDOTA DRIVE 9.0500 1,368.10 1
15.5500 1,368.10 90
EAST LANSING MI 48823 15.0500 08/25/99 180,000.00
1209550 9.5500 10/01/99 00
34167 9.0500 09/01/29 0
0 6.4500 09/01/01 09/01/01
R76/H74 5.9500 10/01/01 10/01/01
25 9.5500 .0000 .0000
A 12.5500 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1959051 10.4000 45,475.00 100
CHAMBERS BRENDA 10.4000 45,361.40 ZZ
243 JONES STREET 9.9000 412.58 1
17.4000 412.58 85
BALDWYN MS 38824 16.9000 08/13/99 53,500.00
1204676 10.9500 10/01/99 00
24500376 10.4500 09/01/29 0
0 7.1500 09/01/02 09/01/02
P03/G61 6.6500 10/01/02 10/01/02
25 10.9500 .0000 .0000
A 13.4000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1959057 10.7500 42,000.00 100
KELLY KENZIE 10.7500 41,919.53 ZZ
1064-1066 W. 32ND STREET 10.2500 392.06 1
17.7500 392.06 70
INDIANAPOLIS IN 46208 17.2500 09/30/99 60,000.00
1204684 10.7500 11/01/99 00
31500339 10.2500 10/01/29 0
0 7.5000 10/01/02 10/01/02
P03/G61 7.0000 11/01/02 11/01/02
25 10.7500 .0000 .0000
A 13.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1959077 10.7500 78,750.00 100
MANUEL SANDY 10.7500 78,599.06 ZZ
2534 HAYES ST 10.2500 735.12 1
17.7500 735.12 75
HOLLYWOOD FL 33020 17.2500 09/01/99 105,000.00
1204742 10.7500 11/01/99 00
19500344 10.2500 10/01/29 0
0 7.5000 10/01/01 10/01/01
P03/G61 7.0000 11/01/01 11/01/01
25 10.7500 .0000 .0000
A 13.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1959085 10.7500 81,600.00 100
WILLIAMS DONNA 10.7500 81,411.50 ZZ
1648 OXFORD AVENUE NW 10.2500 761.72 1
17.7500 761.72 85
CANTON OH 44703 17.2500 08/26/99 96,000.00
1204692 10.2500 10/01/99 00
33500279 9.7500 09/01/29 0
0 7.0000 09/01/02 09/01/02
P03/G61 6.5000 10/01/02 10/01/02
25 10.2500 .0000 .0000
A 13.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.5000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1960529 10.6250 267,900.00 100
HULL MICHAEL 10.6250 267,263.44 ZZ
2167 UNITY TRAIL 10.2500 2,475.66 1
16.6250 2,475.66 95
MARIETTA GA 30064 16.2500 08/17/99 282,000.00
1204940 10.6250 10/01/99 00
3140773525 10.2500 09/01/29 0
0 6.0000 09/01/01 09/01/01
731/G61 5.6250 10/01/01 10/01/01
25 10.6250 .0000 .0000
A 13.6250 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1961076 12.5000 126,000.00 100
MOLINA THOMAS 12.5000 125,835.40 ZZ
16688 RUSTIC ROAD 12.1250 1,344.74 1
18.5000 1,344.74 70
WEST PALM BEAC FL 33470 18.1250 09/24/99 180,000.00
1209188 .0000 11/01/99 00
10257731 .0000 10/01/29 0
0 7.3750 10/01/01 10/01/01
K83/G61 7.0000 11/01/01 11/01/01
25 12.5000 .0000 .0000
A 15.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1962206 11.1600 69,600.00 100
BROWN MICHAEL 11.1600 69,265.69 ZZ
2524 VALLEY 10.6600 671.25 1
18.1600 671.25 80
SAINT LOUIS MO 63143 17.6600 01/06/99 87,000.00
1209121 .0000 03/01/99 00
800010023 .0000 02/01/29 0
0 7.1000 02/01/01 02/01/01
183/H74 6.6000 03/01/01 03/01/01
25 8.1600 .0000 .0000
A 14.1600 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1962385 11.8500 45,500.00 100
BEATTY DELORES 11.8500 45,431.32 ZZ
713 HAZEL STREET 10.8500 462.78 1
18.8500 462.78 70
AKRON OH 44305 17.8500 09/28/99 65,000.00
1209204 11.8500 11/01/99 00
27933BEA 10.8500 10/01/29 0
0 8.5000 10/01/02 10/01/02
1
N07/G61 7.5000 11/01/02 11/01/02
25 11.8500 .0000 .0000
A 14.8500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1962644 10.7500 47,000.00 100
THORNTON CHRIS 10.7500 46,886.67 ZZ
125 NE 42ND 10.2500 438.74 1
17.7500 438.74 83
PARIS TX 75462 17.2500 09/28/99 57,000.00
1210517 10.7500 11/01/99 00
9900058180 10.2500 10/01/29 0
0 6.3750 10/01/02 10/01/02
G33/G61 5.8750 11/01/02 11/01/02
25 10.7500 .0000 .0000
A 12.2500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1963217 7.7500 316,088.00 100
HERNANDEZ LUCY 7.7500 315,414.39 ZZ
3047 LENOX ROAD, UNIT 2306 7.5000 2,264.49 1
13.7500 2,264.49 90
ATLANTA GA 30324 13.5000 11/30/99 351,209.00
646803 .0000 01/01/00 14
646803 .0000 12/01/29 25
0 2.7500 12/01/02 12/01/02
286/286 2.5000 01/01/03 01/01/03
45 5.7500 .0000 .0000
A 9.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1963415 10.3500 169,500.00 100
MORJARIA GIRJA 10.3500 169,360.26 ZZ
44 WASHINGTON STREET #202 9.9750 1,531.51 1
17.3500 1,531.51 75
BROOKLINE MA 02346 16.9750 12/20/99 226,000.00
1
1210525 10.3500 02/01/00 00
MORJARIA 9.9750 01/01/30 0
0 6.8500 01/01/02 01/01/02
N81/G61 6.4750 02/01/02 02/01/02
25 10.3500 .0000 .0000
A 13.3500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 06 0 00/00/00
O .0000
1963896 12.6250 94,500.00 100
WALLACE, JR EDDIE 12.6250 94,174.15 ZZ
5656 BLUERIDGE DRIVE 12.1250 1,017.74 1
19.6250 1,017.74 90
FORT WORTH TX 76112 19.1250 01/25/99 105,000.00
1210509 12.6250 03/01/99 00
9800041326 12.1250 02/01/29 0
0 8.8750 02/01/01 02/01/01
G33/G61 8.3750 03/01/01 03/01/01
25 12.6250 .0000 .0000
A 14.1250 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1963967 11.1250 89,000.00 100
BROWN KENNETH 11.1250 88,777.70 ZZ
9545 CYPRESS TRACE DRIVE 10.6250 855.99 1
18.1250 855.99 100
DENHAM SPRINGS LA 70706 17.6250 08/06/99 89,000.00
1210558 11.1250 09/01/99 00
9900053240 10.6250 08/01/29 0
0 7.5000 08/01/01 08/01/01
G33/G61 7.0000 09/01/01 09/01/01
25 11.1250 .0000 .0000
A 12.6250 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1965755 11.3750 142,400.00 100
BRIOULLET PATRICK 11.3750 142,063.10 ZZ
1
2610 SHEPHERDIA DRIVE, #2610 11.0000 1,396.61 1
17.3750 1,396.61 80
ANCHORAGE AK 99508 17.0000 07/15/99 178,000.00
1211127 11.3750 09/01/99 00
88500896 11.0000 08/01/29 0
0 7.3750 08/01/01 08/01/01
G52/G61 7.0000 09/01/01 09/01/01
25 11.3750 .0000 .0000
A 14.3750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 01 0 00/00/00
O .0000
1966005 10.0000 84,000.00 100
CONNELLY DEBBIE 10.0000 83,772.35 ZZ
5433 WILLINGTON DRIVE 9.6250 737.16 1
16.0000 737.16 80
FORT LAWN SC 29714 15.6250 08/16/99 105,000.00
1211010 10.0000 10/01/99 00
88500923 9.6250 09/01/29 0
0 6.6250 09/01/01 09/01/01
G52/G61 6.2500 10/01/01 10/01/01
25 10.0000 .0000 .0000
A 13.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 27 0 00/00/00
O .0000
1966042 11.2400 117,600.00 100
HARTMAN ANA 11.2400 117,313.52 ZZ
125 GAIL DRIVE 10.8650 1,141.31 1
17.2400 1,141.31 80
WASILLA AK 99654 16.8650 07/21/99 147,000.00
1211002 11.2400 09/01/99 00
88500911 10.8650 08/01/29 0
0 7.1250 08/01/01 08/01/01
G52/G61 6.7500 09/01/01 09/01/01
25 11.2400 .0000 .0000
A 14.2400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
1966142 10.9900 124,000.00 100
LAGACE MONNETTE 10.9900 123,728.00 ZZ
2642 WARE LANE 10.6150 1,179.94 1
16.9900 1,179.94 80
EUGENE OR 97404 16.6150 08/25/99 155,000.00
1211143 10.9900 10/01/99 00
88501015 10.6150 09/01/29 0
0 7.0000 09/01/01 09/01/01
G52/G61 6.6250 10/01/01 10/01/01
25 10.9900 .0000 .0000
A 13.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1966175 9.3750 120,000.00 100
RAWLINS ERNEST 9.3750 119,565.72 ZZ
4585 GLACIER DRIVE 9.0000 998.10 1
15.3750 998.10 83
SPRINGFIELD OR 97478 15.0000 07/26/99 145,000.00
1211135 9.3750 09/01/99 00
88501001 9.0000 08/01/29 0
0 6.6250 08/01/02 08/01/02
G52/G61 6.2500 09/01/02 09/01/02
25 9.3750 .0000 .0000
A 12.3750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
N .0000
1967095 11.3000 51,350.00 100
WILSON CYNTHIA 11.3000 51,262.60 ZZ
407 MARQUETTE 10.8000 500.70 1
18.3000 500.70 65
FLINT MI 48504 17.8000 09/28/99 79,000.00
1211259 11.3000 11/01/99 00
28951WIL 10.8000 10/01/29 0
0 7.9500 10/01/02 10/01/02
N07/G61 7.4500 11/01/02 11/01/02
25 11.3000 .0000 .0000
A 14.3000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1967254 11.2500 46,800.00 100
STEWART MILTON 11.2500 46,637.97 ZZ
11 NORTH WALKER ROAD 10.7500 454.56 1
18.2500 454.56 90
HAMPTON VA 23666 17.7500 08/04/99 52,000.00
1211267 11.2500 09/01/99 00
9900056618 10.7500 08/01/29 0
0 7.2500 08/01/01 08/01/01
G33/G61 6.7500 09/01/01 09/01/01
25 11.2500 .0000 .0000
A 12.7500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1967317 10.2500 120,000.00 100
SCOTT DEVIN 10.2500 119,638.53 ZZ
40 I.H 35TH NORTH, UNIT 8D1 9.7500 1,075.33 1
17.2500 1,075.33 80
AUSTIN TX 78701 16.7500 07/12/99 150,000.00
1211275 10.2500 09/01/99 00
9900063127 9.7500 08/01/29 0
0 6.6250 08/01/01 08/01/01
G33/G61 6.1250 09/01/01 09/01/01
25 10.2500 .0000 .0000
A 11.7500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 06 0 00/00/00
N .0000
2612646 7.2500 83,400.00 100
CUSCINO GLEN 7.2500 81,453.71 ZZ
11305 COMMONWEALTH DRIVE #104 6.5000 568.94 1
12.2500 568.94 80
ROCKVILLE MD 20852 11.5000 01/02/98 104,300.00
0430567065 .0000 02/01/98 00
2271059 .0000 01/01/28 0
1667450273 2.7500 01/01/03 01/01/03
696/K06 2.0000 02/01/03 02/01/03
45 2.7500 .0000 .0000
A 12.2500 12 12
1
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
2846112 6.0000 431,300.00 100
HENDERSON JOHN 7.0000 411,568.10 ZZ
10262 SOUTH VIA CORTA 6.6250 2,585.87 1
12.0000 2,858.34 108
VILLA PARK CA 92667 11.6250 05/29/96 400,000.00
2108959 .0000 07/01/96 00
240906 .0000 06/01/26 0
0 2.3750 06/01/97 06/01/00
S17/G61 2.0000 07/01/97 07/01/00
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
2871873 11.5000 93,500.00 100
DUCKARMENN VICTOR 11.5000 93,249.27 ZZ
1201 NORTH 125 WEST 11.0000 925.92 1
18.5000 925.92 85
SUNSET UT 84015 18.0000 07/13/99 110,000.00
1203280 11.5000 09/01/99 00
1460001256 11.0000 08/01/29 0
0 7.9500 08/01/01 08/01/01
N67/G61 7.4500 09/01/01 09/01/01
25 11.5000 .0000 .0000
A 13.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
2926770 9.9500 123,300.00 100
PETERSEN SCOTT 9.9500 122,784.71 ZZ
740 10TH STREET SOUTHEAST 9.5750 1,077.49 1
15.9500 1,077.49 90
DUNDEE OR 97115 15.5750 08/09/99 137,000.00
1067164 .0000 10/01/99 00
100069 .0000 09/01/29 0
0 7.3500 10/01/01 10/01/01
1
R76/H74 6.9750 11/01/01 11/01/01
25 9.9500 .0000 .0000
A 12.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
2932788 10.4000 72,250.00 100
MARTIS EDWIN 10.4000 72,008.10 ZZ
695 WASHINGTON STREET 9.7750 655.50 2
17.4000 655.50 85
NEW HAVEN CT 06519 16.7750 06/18/99 85,000.00
1210483 10.4000 08/01/99 00
WS 9.7750 07/01/29 0
0 7.5000 07/01/01 07/01/01
N81/G61 6.8750 08/01/01 08/01/01
25 10.4000 .0000 .0000
A 13.4000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938416 11.7500 96,000.00 199
DUCKWORTH ZORITA 7.7500 67,832.36 ZZ
620 THE VILLAGE #111 7.3750 665.05 1
15.7500 665.05 80
REDONDO BEACH CA 90277 15.3750 12/29/83 120,000.00
1137314 7.7500 03/01/84 00
8185811 7.3750 02/01/14 0
0 1.7530 08/01/84 04/01/00
S46/H74 1.3780 03/01/85 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.0000 X X .0000
.0000 X X .0000
4.0000 1 00 00/00/00
.0000 06 0 00/00/00
N .0000
2938417 10.6250 206,900.00 199
KLEIB JEAN 7.1250 162,988.85 ZZ
5117 VIA SAMUEL 6.7500 1,911.96 1
14.1250 1,401.92 75
YORBA LINDA CA 92686 13.7500 07/30/86 276,000.00
1
1137330 7.1250 10/01/86 00
8187312 6.7500 09/01/16 0
0 2.1840 09/01/87 04/01/00
S46/H74 1.8090 10/01/87 10/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
3.5000 X X .0000
.0000 X X .0000
3.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938418 10.5000 58,500.00 199
ARCINIEGA JOSE 7.3720 43,065.51 ZZ
13116 MONA BOUEVARD 6.9970 535.12 1
14.0000 371.90 90
COMPTON CA 90222 13.6250 11/24/86 65,000.00
1137355 7.0000 02/01/87 00
8187882 6.6250 01/01/17 0
0 2.5990 07/01/87 04/01/00
S46/H74 2.2240 02/01/88 02/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
3.5000 X X .0000
.0000 X X .0000
3.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938420 7.8750 225,000.00 100
CONNELLY THOMAS 7.1250 175,302.80 ZZ
18215 CONSTITUTION AV 6.7500 1,631.41 1
12.8750 1,472.46 41
MONTE SERENO CA 95070 12.5000 06/18/87 550,000.00
1137454 2.8750 08/01/87 00
8189052 2.5000 07/01/17 0
0 2.5000 01/01/88 07/01/00
S46/H74 2.1250 02/01/88 08/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.0000 S N .1250
.0000 S N .1250
5.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938421 7.3750 100,000.00 100
SIMISON ROY 7.0000 81,064.62 ZZ
1
648 S MARIPOSA ST 6.6250 675.53 1
13.0000 675.53 40
BURBANK CA 91506 12.6250 05/01/87 256,000.00
1137488 1.7500 07/01/87 00
8189326 1.3750 06/01/17 0
0 2.5000 12/01/87 06/01/00
S46/H74 2.1250 01/01/88 07/01/00
45 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.6250 S N .1250
.0000 S N .1250
5.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938423 7.5000 285,000.00 100
SIMONE RUDOLPH 7.3750 237,214.96 ZZ
1638 W 206TH ST UNIT A-D 7.0000 2,009.59 4
12.8750 1,991.87 75
LOS ANGELES CA 90501 12.5000 09/08/87 380,000.00
1137512 2.1250 11/01/87 00
8189896 1.7500 10/01/17 0
0 2.7500 04/01/88 04/01/00
S46/H74 2.3750 05/01/88 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938427 8.0000 92,700.00 199
SILVA PABLO 6.9980 77,897.92 ZZ
1694 LAGUNA ST 6.6230 649.00 1
13.1250 631.07 90
SEASIDE CA 93955 12.7500 09/16/87 103,000.00
1137587 6.1250 11/01/87 00
8190746 5.7500 10/01/17 0
0 2.2250 04/01/88 04/01/00
S46/H74 1.8500 11/01/88 11/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
2938428 10.1250 126,000.00 199
COBOS RAFAEL 7.6750 111,688.94 ZZ
1510-1512 1/2 W DEL AMO BLVD 7.3000 979.14 3
13.6250 953.27 90
TORRANCE CA 90501 13.2500 07/22/87 140,000.00
1137603 6.6250 09/01/87 00
8190928 6.2500 08/01/17 0
0 2.9020 02/01/88 04/01/00
S46/H74 2.5270 09/01/88 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
3.5000 X X .0000
.0000 X X .0000
3.5000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938429 8.2500 65,000.00 100
GILMORE BETTY 7.5000 52,316.80 ZZ
6700 NAGLE AVE 7.1250 451.22 1
13.5000 447.04 60
VAN NUYS CA 91401 13.1250 09/23/87 110,000.00
1137611 3.0000 11/01/87 00
8191017 2.6250 10/01/17 0
0 3.0000 04/01/88 04/01/00
S46/H74 2.6250 05/01/88 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.2500 S N .1250
.0000 S N .1250
5.2500 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938431 7.7500 98,550.00 199
PEREZ RODOLFO 6.9990 83,623.54 ZZ
3013 HOLLISTER AVE 6.6240 697.48 1
13.0000 677.50 90
LOS ANGELES CA 90032 12.6250 09/23/87 109,500.00
1137769 6.0000 11/01/87 00
8191736 5.6250 10/01/17 0
0 2.2260 04/01/88 04/01/00
S46/H74 1.8510 11/01/88 11/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938433 7.5000 140,000.00 100
BALDWIN JAMES 7.0000 114,553.32 ZZ
766 RIO GRANDE ST 6.6250 953.77 1
12.8750 945.29 80
PASADENA CA 91104 12.5000 09/10/87 175,000.00
1137785 2.1250 11/01/87 00
8191769 1.7500 10/01/17 0
0 2.5000 04/01/88 04/01/00
S46/H74 2.1250 05/01/88 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938436 7.7500 128,000.00 100
HAMP LYLE 7.0000 103,909.56 ZZ
5753 MARLIN DR 6.6250 858.39 1
13.0000 856.52 80
BYRON CA 94514 12.6250 10/22/87 160,000.00
1137892 2.5000 12/01/87 00
8192288 2.1250 11/01/17 0
0 2.5000 05/01/88 05/01/00
S46/H74 2.1250 06/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.2500 S N .1250
.0000 S N .1250
5.2500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938444 7.3750 82,000.00 100
CHEN GORDON 7.0000 68,599.05 ZZ
4485 DEEP CREEK RD 6.6250 556.86 1
13.1250 556.86 46
FREMONT CA 94555 12.7500 04/22/88 180,000.00
1138338 1.6250 06/01/88 00
8193484 1.2500 05/01/18 0
0 2.5000 11/01/88 05/01/00
S46/H74 2.1250 12/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
1
360 7 1.0000 1.0000
5.7500 S N .1250
.0000 S N .1250
5.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938447 7.6250 208,000.00 100
BEATTY RONALD 7.1250 172,355.21 ZZ
4026 HARTER AVE 6.7500 1,424.73 1
13.0000 1,422.82 80
CULVER CITY CA 90230 12.6250 01/22/88 260,000.00
1138593 2.2500 03/01/88 00
8194201 1.8750 02/01/18 0
0 2.3750 08/01/88 08/01/00
S46/H74 2.0000 09/01/88 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938448 8.0000 156,000.00 100
DULANY MICHAEL 7.3750 126,999.99 ZZ
1580 PRINCETON DR 7.0000 1,063.64 1
13.1250 1,054.12 80
SAN JOSE CA 95118 12.7500 08/18/88 195,000.00
1138643 2.8750 10/01/88 00
8194342 2.5000 09/01/18 0
0 2.6250 03/01/89 09/01/00
S46/H74 2.2500 04/01/89 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.1250 S N .1250
.0000 S N .1250
5.1250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938450 8.0000 126,000.00 199
CHAMPION KENNETH 7.0230 100,689.05 ZZ
338S GARDNER DR 6.6480 842.19 1
13.2500 830.95 80
ORANGE CA 92666 12.8750 02/17/88 157,500.00
1138718 6.2500 04/01/88 00
8194524 5.8750 03/01/18 0
0 2.2500 09/01/88 04/01/00
1
S46/H74 1.8750 04/01/89 04/01/01
30 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938452 7.3750 168,700.00 199
NEGRETE CARLOS 7.0230 147,936.90 ZZ
33505 VIA DE AGUA 6.6480 1,193.55 1
12.9000 1,193.55 75
SAN JUAN CAPIS CA 92675 12.5250 04/18/88 225,000.00
1138791 5.9000 06/01/88 00
8194649 5.5250 05/01/18 0
0 2.2500 11/01/88 04/01/00
S46/H74 1.8750 06/01/89 06/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.5250 X X .0000
.0000 X X .0000
1.4750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938455 7.6250 90,000.00 199
WILTSHIRE JOSEPH 7.0230 77,306.87 ZZ
3166 LARCHMONT LN 6.6480 633.67 1
13.2500 633.67 71
SAN PALBO CA 94806 12.8750 01/21/88 128,500.00
1139021 6.2500 03/01/88 00
8195422 5.8750 02/01/18 0
0 2.2500 08/01/88 04/01/00
S46/H74 1.8750 03/01/89 03/01/01
30 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.6250 X X .0000
.0000 X X .0000
1.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938456 8.3750 165,000.00 199
LEE YOUNG 7.3980 136,282.06 ZZ
302 BARBARA LN 7.0230 1,146.00 1
13.3750 1,144.99 85
DALY CITY CA 94015 13.0000 02/09/88 195,000.00
1
1139047 6.3750 04/01/88 00
8195489 6.0000 03/01/18 0
0 2.6250 09/01/88 04/01/00
S46/H74 2.2500 04/01/89 04/01/01
30 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
2.0000 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
2938457 7.5000 191,200.00 100
MORRELL RONALD 7.1250 157,473.99 ZZ
17515 HOLIDAY DR 6.7500 1,299.84 1
12.9000 1,298.70 80
MORGAN HILLS CA 95037 12.5250 12/30/87 240,000.00
1139096 2.1000 03/01/88 00
8195596 1.7250 02/01/18 0
0 2.3750 08/01/88 08/01/00
S46/H74 2.0000 09/01/88 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.4000 S N .1250
.0000 S N .1250
5.4000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938460 6.8750 119,000.00 199
VELAZQUEZ ARTHUR 7.2730 107,134.22 ZZ
1370 VERSAILLES DR 6.8980 884.56 1
13.2500 891.37 80
HOLLISTER CA 95023 12.8750 02/11/88 150,500.00
1139161 6.2500 04/01/88 00
8195778 5.8750 03/01/18 0
0 2.5000 09/01/88 04/01/00
S46/H74 2.1250 04/01/89 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
6.3750 X X .0000
.0000 X X .0000
.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938469 7.3750 110,400.00 100
MURPHY NANCY 7.1250 90,129.52 ZZ
1
3673 CAMINITO CIELO DEL MAR 6.7500 746.33 1
12.9000 738.05 80
SAN DIEGO CA 92130 12.5250 05/17/88 138,000.00
1139401 1.8500 07/01/88 00
8196214 1.4750 06/01/18 0
0 2.5000 12/01/88 06/01/00
S46/H74 2.1250 01/01/89 07/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5250 S N .1250
.0000 S N .1250
5.5250 1 00 00/00/00
.0000 06 0 00/00/00
N .0000
2938476 7.7500 92,000.00 100
AVILA RODOLFO 7.1250 76,156.45 ZZ
11830 LISCOMB ST 6.7500 621.59 1
13.1250 626.63 80
EL MONTE CA 91732 12.7500 01/28/88 115,000.00
1139591 2.3750 04/01/88 00
8196750 2.0000 03/01/18 0
0 2.3750 09/01/88 09/01/00
S46/H74 2.0000 10/01/88 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938478 7.6250 154,000.00 199
COCUZZA PHILIP 7.2730 136,175.92 ZZ
3502 SILVER SPUR LN 6.8980 1,128.68 1
13.1250 1,096.96 54
ACTON CA 93510 12.7500 08/31/88 289,000.00
1139716 6.1250 10/01/88 00
8196974 5.7500 09/01/18 0
0 2.5000 03/01/89 04/01/00
S46/H74 2.1250 10/01/89 10/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.5000 X X .0000
.0000 X X .0000
1.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
2938479 8.0000 70,000.00 199
PEREIRA BEATRICE 7.0230 57,790.30 ZZ
1623 VINEYARD DR 6.6480 467.37 1
13.2500 467.37 80
SOLEDAD CA 93960 12.8750 03/01/88 88,000.00
1139757 6.2500 05/01/88 00
8197048 5.8750 04/01/18 0
0 2.2500 10/01/88 04/01/00
S46/H74 1.8750 05/01/89 05/01/00
30 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938480 7.3750 180,000.00 199
BERZANSKY MERVYN 7.0230 155,021.59 ZZ
21 SHASTA 6.6480 1,255.93 1
12.9000 1,255.93 74
IRVINE CA 92715 12.5250 03/10/88 245,000.00
1139815 5.9000 05/01/88 00
8197253 5.5250 04/01/18 0
0 2.2500 10/01/88 04/01/00
S46/H74 1.8750 05/01/89 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.5250 X X .0000
.0000 X X .0000
1.4750 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
2938482 8.0000 140,400.00 199
TAGAYUN RANDALL 7.3980 117,493.63 ZZ
20372 AVENIDA PUESTA 7.0230 973.84 1
13.1250 973.84 90
YORBA LINDA CA 92686 12.7500 03/29/88 156,000.00
1139856 6.1250 06/01/88 00
8197311 5.7500 05/01/18 0
0 2.6250 11/01/88 04/01/00
S46/H74 2.2500 06/01/89 06/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938484 8.0000 118,800.00 199
ROMERO ARTURO 7.3980 104,071.61 ZZ
11562 SAFFORD W 7.0230 851.42 1
13.1250 851.42 90
GARDEN GROVE CA 92640 12.7500 05/16/88 132,000.00
1139963 6.1250 07/01/88 00
8197543 5.7500 06/01/18 0
0 2.6250 12/01/88 04/01/00
S46/H74 2.2500 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938485 7.8750 128,700.00 199
AMERINE JAMES 7.0230 109,942.94 ZZ
2223 TREELANE AVE 6.6480 891.14 1
13.2500 898.06 65
MONROVIA CA 91016 12.8750 02/05/88 198,000.00
1140003 6.2500 04/01/88 00
8197675 5.8750 03/01/18 0
0 2.2500 09/01/88 04/01/00
S46/H74 1.8750 04/01/89 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.3750 X X .0000
.0000 X X .0000
1.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938486 7.5000 174,000.00 100
EDENS KENNETH 7.2500 6,535.29 ZZ
11544 RAMONA AVE 6.8750 75.89 1
12.9000 54.25 54
CHINO CA 91710 12.5250 02/09/88 324,000.00
1140011 2.1000 04/01/88 00
8197683 1.7250 03/01/18 0
0 2.3750 09/01/88 09/01/00
S46/H74 2.0000 10/01/88 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
1
360 7 1.0000 1.0000
5.4000 S N .1250
.0000 S N .1250
5.4000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938487 8.0000 94,400.00 199
CANNON CARL 7.0230 80,204.31 ZZ
6028 8TH AVE 6.6480 650.15 1
13.2500 655.15 80
LOS ANGELES CA 90043 12.8750 02/23/88 118,000.00
1140052 6.2500 04/01/88 00
8197758 5.8750 03/01/18 0
0 2.2500 09/01/88 04/01/00
S46/H74 1.8750 04/01/89 04/01/01
30 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938488 7.8750 60,750.00 199
RAMIREZ ROBERTO 7.2730 52,885.78 ZZ
712-712 1/2 E 12TH 6.8980 436.44 2
13.2500 439.76 71
POMONA CA 91766 12.8750 02/23/88 86,000.00
1140060 6.2500 04/01/88 00
8197774 5.8750 03/01/18 0
0 2.5000 09/01/88 04/01/00
S46/H74 2.1250 04/01/89 04/01/01
30 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.3750 X X .0000
.0000 X X .0000
1.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938489 8.0000 86,850.00 100
MARQUEZ MARIA 7.7500 72,155.61 ZZ
803 SANDSPRINGS DR 7.3750 609.80 1
13.3750 620.47 90
LA PUENTE CA 91746 13.0000 02/24/88 97,500.00
1140086 2.6250 04/01/88 00
8197816 2.2500 03/01/18 0
0 2.8750 09/01/88 09/01/00
1
S46/H74 2.5000 10/01/88 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938494 7.6250 126,700.00 100
NELSON JEFFREY 6.8750 105,577.55 ZZ
7036 IRONDALE AVE 6.5000 849.33 1
13.1250 849.33 78
CANOGA PARK CA 91306 12.7500 04/20/88 163,000.00
1140391 2.1250 06/01/88 00
8198681 1.7500 05/01/18 0
0 2.3750 11/01/88 05/01/00
S46/H74 2.0000 12/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
5.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938495 7.3750 220,000.00 100
JOHNSON ERNEST 6.8750 179,252.49 ZZ
10817 RIDGEVIEW WAY 6.5000 1,457.08 1
12.9000 1,443.65 80
SAN JOSE CA 95127 12.5250 04/25/88 275,000.00
1140433 1.8500 06/01/88 00
8198830 1.4750 05/01/18 0
0 2.3750 11/01/88 05/01/00
S46/H74 2.0000 12/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5250 S N .1250
.0000 S N .1250
5.5250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938497 7.3750 168,700.00 100
WILCOX JAMES 6.8750 140,354.04 ZZ
834 RAE CT 6.5000 1,142.13 1
12.9000 1,131.72 80
UPLAND CA 91786 12.5250 03/14/88 211,500.00
1
1140524 1.8500 05/01/88 00
8199127 1.4750 04/01/18 0
0 2.3750 10/01/88 04/01/00
S46/H74 2.0000 11/01/88 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5250 S N .1250
.0000 S N .1250
5.5250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938498 7.6250 84,000.00 100
ROBINSON BRENDA 7.1250 70,458.10 ZZ
1923 -1925 W 36TH ST 6.7500 583.70 2
13.1250 578.43 80
LOS ANGELES CA 90018 12.7500 03/22/88 105,000.00
1140599 2.1250 05/01/88 00
8199218 1.7500 04/01/18 0
0 2.6250 10/01/88 04/01/00
S46/H74 2.2500 11/01/88 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
5.5000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938501 7.7500 138,750.00 100
NILES LANCE 7.2500 115,630.46 ZZ
17216 MINNEHAHA ST 6.8750 960.44 1
13.1250 951.46 75
GRANADA HILLS CA 91344 12.7500 06/01/88 185,000.00
1140748 2.3750 08/01/88 00
8199515 2.0000 07/01/18 0
0 2.6250 01/01/89 07/01/00
S46/H74 2.2500 02/01/89 08/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938505 7.5000 108,200.00 199
WESTOVER GARY 6.9230 84,201.77 ZZ
1
27931 REDONDELA 6.5480 666.73 1
12.9000 666.73 75
MISSION VIEJO CA 92692 12.5250 05/18/88 145,000.00
1140961 5.9000 07/01/88 00
8200040 5.5250 06/01/18 0
0 2.1500 12/01/88 04/01/00
S46/H74 1.7750 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1.6000 1 00 00/00/00
.0000 06 0 00/00/00
N .0000
2938507 8.0000 120,000.00 199
SANTOS JUAN 7.3980 104,721.25 ZZ
11035 LILLIAN LN 7.0230 854.84 1
13.1250 854.84 89
SOUTH GATE CA 90280 12.7500 06/09/88 135,000.00
1141019 6.1250 08/01/88 00
8200214 5.7500 07/01/18 0
0 2.6250 01/01/89 04/01/00
S46/H74 2.2500 08/01/89 08/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938511 7.2500 142,500.00 100
VASQUEZ GILBERT 6.8750 117,986.87 ZZ
173 S MEREDITH AVE 6.5000 949.65 1
12.9000 949.17 75
PASADENA CA 91106 12.5250 04/25/88 190,000.00
1141092 1.6000 06/01/88 00
8200370 1.2250 05/01/18 0
0 2.3750 11/01/88 05/01/00
S46/H74 2.0000 12/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.6500 S N .1250
.0000 S N .1250
5.6500 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
2938512 7.8750 90,000.00 100
QUINTERO JOSE 7.3750 75,411.69 ZZ
4836 SAN MARCOS PL 7.0000 629.25 1
13.3750 629.25 89
LOS ANGELES CA 90042 13.0000 04/20/88 102,000.00
1141100 2.3750 06/01/88 00
8200396 2.0000 05/01/18 0
0 2.8750 11/01/88 05/01/00
S46/H74 2.5000 12/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
5.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938513 7.8750 114,750.00 100
PIERCE VIRGIL 7.3750 96,897.15 ZZ
13723 CORNISHCREST RD 7.0000 808.43 1
13.3750 808.43 90
WHITTIER CA 90605 13.0000 04/25/88 128,500.00
1141126 2.3750 06/01/88 00
8200446 2.0000 05/01/18 0
0 2.8750 11/01/88 05/01/00
S46/H74 2.5000 12/01/88 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
5.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938514 7.5000 93,750.00 199
PUN CHING 6.9230 80,632.28 ZZ
324 N STONEMAN AVE #A 6.5480 637.30 1
12.9000 637.30 75
ALHAMBRA CA 91801 12.5250 04/26/88 125,000.00
1141142 5.9000 07/01/88 00
8200487 5.5250 06/01/18 0
0 2.1500 12/01/88 04/01/00
S46/H74 1.7750 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1
1.6000 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
2938515 7.5000 75,000.00 100
HERNANDEZ CELESTINO 7.2500 40,446.29 ZZ
4743 PAL MAL AVE 6.8750 340.13 1
13.1250 333.54 62
EL MONTE CA 91731 12.7500 05/11/88 122,000.00
1141266 1.8750 07/01/88 00
8200727 1.5000 06/01/18 0
0 2.6250 12/01/88 06/01/00
S46/H74 2.2500 01/01/89 07/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.6250 S N .1250
.0000 S N .1250
5.6250 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938519 7.5000 356,250.00 199
TSUGAWA BETTY 7.1730 314,376.01 ZZ
4051 GREEN AVE 6.7980 2,593.26 4
12.9000 2,520.93 75
LOS ALAMITOS CA 90720 12.5250 07/14/88 475,000.00
1141555 5.9000 09/01/88 00
8201501 5.5250 08/01/18 0
0 2.4000 02/01/89 04/01/00
S46/H74 2.0250 09/01/89 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1.6000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938520 8.2500 121,500.00 100
GONZALEZ VICTOR 7.7500 103,435.13 ZZ
12944 CATALINA AVE 7.3750 872.69 1
13.3750 880.20 90
GARDENA CA 90247 13.0000 07/18/88 135,000.00
1141597 3.1250 09/01/88 00
8201550 2.7500 08/01/18 0
0 2.9500 02/01/89 08/01/00
S46/H74 2.5750 03/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
1
360 7 1.0000 1.0000
5.1250 S N .1250
.0000 S N .1250
5.1250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938521 7.8750 223,200.00 199
ANDERSON JOHN 7.6480 199,352.42 ZZ
11395 GRASSY TRL DR 7.2730 1,685.58 1
13.1250 1,685.58 90
SAN DIEGO CA 92127 12.7500 03/24/88 249,000.00
1141605 6.1250 05/01/88 00
8201568 5.7500 04/01/18 0
0 2.8750 10/01/88 04/01/00
S46/H74 2.5000 05/01/89 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938522 7.3750 75,000.00 100
WEBB STEVEN 6.8750 60,616.17 ZZ
8070 SHANTUNG DR 6.5000 503.02 1
12.9000 489.02 72
SANTEE CA 92071 12.5250 03/24/88 105,000.00
1141613 1.8500 05/01/88 00
8201576 1.4750 04/01/18 0
0 2.3750 10/01/88 04/01/00
S46/H74 2.0000 11/01/88 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5250 S N .1250
.0000 S N .1250
5.5250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938524 7.8750 136,800.00 100
ALLEN FRANK 7.5000 115,216.62 ZZ
10621 GLENDOVER LN 7.1250 959.20 1
13.3750 967.87 89
SAN DIEGO CA 92126 13.0000 04/27/88 154,000.00
1141654 2.3750 07/01/88 00
8201667 2.0000 06/01/18 0
0 2.8750 12/01/88 06/01/00
1
S46/H74 2.5000 01/01/89 07/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
5.5000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938525 7.5000 237,000.00 199
KIRKSEY WILLIAM 6.9230 202,674.95 ZZ
3426 CORVALLIS ST 6.5480 1,601.95 1
12.9000 1,601.95 75
CARLSBAD CA 92008 12.5250 04/26/88 316,000.00
1141662 5.9000 07/01/88 00
8201675 5.5250 06/01/18 0
0 2.1500 12/01/88 04/01/00
S46/H74 1.7750 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1.6000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938526 7.5000 233,000.00 100
MARSHALL JAMES 7.2500 194,475.74 ZZ
5323 MIDDLETON RD 6.8750 1,589.52 1
13.1250 1,603.86 69
SAN DIEGO CA 92109 12.7500 05/09/88 340,000.00
1141670 1.8750 07/01/88 00
8201741 1.5000 06/01/18 0
0 2.6250 12/01/88 06/01/00
S46/H74 2.2500 01/01/89 07/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.6250 S N .1250
.0000 S N .1250
5.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938529 7.8750 94,300.00 100
RIVERA ARMANDO 7.8750 69,775.89 ZZ
5952 WHITE OAK AVE 7.5000 593.55 1
13.1250 597.84 71
ENCINO CA 91316 12.7500 08/17/88 133,000.00
1
1141829 2.6250 10/01/88 00
8202343 2.2500 09/01/18 0
0 3.0000 03/01/89 09/01/00
S46/H74 2.6250 04/01/89 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.2500 S N .1250
.0000 S N .1250
5.2500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938530 8.0000 175,500.00 199
BRESLIN JR FRANCIS 7.3980 150,939.01 ZZ
4173 VICTORIA PARK DR 7.0230 1,239.67 1
13.1250 1,239.67 90
SAN JOSE CA 95136 12.7500 05/25/88 195,000.00
1141886 6.1250 07/01/88 00
8202632 5.7500 06/01/18 0
0 2.6250 12/01/88 04/01/00
S46/H74 2.2500 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938531 7.5000 71,200.00 100
HWANG CAROL 7.1250 16,984.71 ZZ
18430 MAIN BLVD 6.7500 139.96 1
12.9000 138.50 75
LOS GATOS CA 95030 12.5250 05/25/88 95,000.00
1141894 2.1000 08/01/88 00
8202640 1.7250 07/01/18 0
0 2.5000 01/01/89 07/01/00
S46/H74 2.1250 02/01/89 08/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.4000 S N .1250
.0000 S N .1250
5.4000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938535 7.6250 107,950.00 100
RIVERA LORENZO 7.2500 90,785.68 ZZ
1
1591 MCGINNESS AVE 6.8750 745.67 1
12.9000 745.40 78
SAN JOSE CA 95132 12.5250 07/11/88 140,000.00
1141951 2.3500 09/01/88 00
8202822 1.9750 08/01/18 0
0 2.5000 02/01/89 08/01/00
S46/H74 2.1250 03/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.2750 S N .1250
.0000 S N .1250
5.2750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938538 7.5000 148,000.00 199
BOARDMAN JOHN 6.9230 127,999.55 ZZ
27 DIAMANTE 6.5480 1,037.21 1
12.9000 1,008.03 80
IRVINE CA 92720 12.5250 07/12/88 185,000.00
1142025 5.9000 09/01/88 00
8203010 5.5250 08/01/18 0
0 2.1500 02/01/89 04/01/00
S46/H74 1.7750 09/01/89 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1.6000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938542 8.0000 153,000.00 199
ROCHA MARGARITA 7.6480 136,563.13 ZZ
1023-1025 E 70TH WAY 7.2730 1,179.97 2
13.1250 1,138.49 90
LONG BEACH CA 90805 12.7500 05/24/88 170,000.00
1142256 6.1250 07/01/88 00
8203630 5.7500 06/01/18 0
0 2.8750 12/01/88 04/01/00
S46/H74 2.5000 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
2938545 8.0000 156,600.00 199
HAGNEY KERRY 7.3980 137,243.26 ZZ
1220 E COMSTOCK AVE 7.0230 1,149.81 1
13.1250 1,117.99 90
GLENDORA CA 91740 12.7500 07/07/88 174,000.00
1142470 6.1250 09/01/88 00
8204075 5.7500 08/01/18 0
0 2.6250 02/01/89 04/01/00
S46/H74 2.2500 09/01/89 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938549 7.7500 130,000.00 100
SHEARS JAQUELIN 7.1250 109,135.00 ZZ
138 RIDGEWOOD DR 6.7500 883.90 1
12.9000 892.00 46
SAN RAFAEL CA 94901 12.5250 05/24/88 283,000.00
1142629 2.6000 07/01/88 00
8204539 2.2250 06/01/18 0
0 2.5000 12/01/88 06/01/00
S46/H74 2.1250 01/01/89 07/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.1500 S N .1250
.0000 S N .1250
5.1500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938550 7.5000 265,200.00 199
WEBB DENNIS 7.2730 235,855.68 ZZ
137, 139, 141 N DOHENY DR 6.8980 1,954.90 3
12.9000 1,899.96 67
LOS ANGELES CA 90048 12.5250 08/16/88 400,000.00
1142645 5.9000 10/01/88 00
8204554 5.5250 09/01/18 0
0 2.5000 03/01/89 04/01/00
S46/H74 2.1250 10/01/89 10/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1
1.6000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938553 7.7500 212,000.00 100
LEE JAI 7.3750 177,225.88 ZZ
19209 BECKWORTH AVE 7.0000 1,451.45 1
12.9000 1,465.18 80
TORRANCE CA 90503 12.5250 08/03/88 265,000.00
1142751 2.6000 10/01/88 00
8204760 2.2250 09/01/18 0
0 2.5000 03/01/89 09/01/00
S46/H74 2.1250 04/01/89 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.1500 S N .1250
.0000 S N .1250
5.1500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938555 8.0000 134,900.00 199
DIA GIL 7.3980 114,890.06 ZZ
519-30 W 220TH ST 7.0230 982.39 1
13.1250 939.04 90
CARSON CA 90745 12.7500 08/09/88 150,000.00
1142777 6.1250 10/01/88 00
8204786 5.7500 09/01/18 0
0 2.6250 03/01/89 04/01/00
S46/H74 2.2500 10/01/89 10/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
2938556 7.8750 90,400.00 100
HERRERA LEONEL 7.3750 75,771.58 ZZ
326 W 226TH ST 7.0000 615.29 1
12.9000 626.43 80
CARSON CA 90745 12.5250 08/11/88 113,000.00
1142793 2.8500 10/01/88 00
8204828 2.4750 09/01/18 0
0 2.5000 03/01/89 09/01/00
S46/H74 2.1250 04/01/89 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
1
360 7 1.0000 1.0000
5.0250 S N .1250
.0000 S N .1250
5.0250 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938557 8.8750 112,500.00 100
GONZALEZ LORENA 7.2500 94,977.37 ZZ
3317-19 GARNET ST 6.8750 783.67 2
13.7500 776.48 90
LOS ANGELES CA 90023 13.3750 09/16/88 125,000.00
1142819 4.0000 11/01/88 00
8204919 3.6250 10/01/18 0
0 2.7500 04/01/89 04/01/00
S46/H74 2.3750 05/01/89 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938559 8.0000 116,900.00 199
SENGPASEUTH BOUNLEUTH 7.3980 100,662.67 ZZ
3320 ALTADENA AVE 7.0230 844.02 1
13.1250 820.14 90
SAN DIEGO CA 92105 12.7500 07/01/88 130,000.00
1142868 6.1250 09/01/88 00
8205056 5.7500 08/01/18 0
0 2.6250 02/01/89 04/01/00
S46/H74 2.2500 09/01/89 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938562 8.3750 176,000.00 100
FELIPE CONSEJO 7.2500 148,231.29 ZZ
711 W 213TH ST 6.8750 1,195.64 1
13.3750 1,206.75 80
TORRANCE CA 90502 13.0000 10/27/88 220,000.00
1142983 3.3750 01/01/89 00
8205528 3.0000 12/01/18 0
0 2.6250 06/01/89 06/01/00
1
S46/H74 2.2500 07/01/89 07/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.0000 S N .1250
.0000 S N .1250
5.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938566 8.2500 115,650.00 100
CAMPOS FRANCISCO 7.7500 98,128.31 ZZ
3881 KAUAI DR 7.3750 827.92 1
13.3750 835.04 90
SAN JOSE CA 95111 13.0000 07/22/88 128,500.00
1143056 3.1250 09/01/88 00
8205700 2.7500 08/01/18 0
0 2.9500 02/01/89 08/01/00
S46/H74 2.5750 03/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.1250 S N .1250
.0000 S N .1250
5.1250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938567 7.8750 141,600.00 100
MCREYNOLDS KENNETH 7.3750 119,067.23 ZZ
1431 KIMBERLY DR 7.0000 967.02 1
13.1250 984.36 80
SAN JOSE CA 95118 12.7500 08/01/88 177,000.00
1143080 2.6250 10/01/88 00
8205783 2.2500 09/01/18 0
0 2.5000 03/01/89 09/01/00
S46/H74 2.1250 04/01/89 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.2500 S N .1250
.0000 S N .1250
5.2500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938574 7.7500 71,250.00 100
HSU FAN-JYE 7.3750 60,158.40 ZZ
15134 ROOT ST 7.0000 498.58 1
13.1250 498.41 75
BALDWIN PARK CA 91706 12.7500 07/12/88 95,000.00
1
1143403 2.3750 09/01/88 00
8206757 2.0000 08/01/18 0
0 2.6250 02/01/89 08/01/00
S46/H74 2.2500 03/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938576 8.0000 111,600.00 199
WELLS RICHARD 7.3980 97,865.91 ZZ
1708 PINYON CIR 7.0230 819.82 1
13.1250 797.13 89
CORONA CA 91720 12.7500 07/13/88 126,000.00
1143437 6.1250 09/01/88 00
8206799 5.7500 08/01/18 0
0 2.6250 02/01/89 04/01/00
S46/H74 2.2500 09/01/89 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938577 8.0000 121,950.00 199
VELAZQUEZ SERGIO 7.3980 106,334.23 ZZ
7414 CLOVERLAWN DR 7.0230 893.31 1
13.1250 868.59 90
SOUTH GATE CA 90280 12.7500 07/11/88 136,000.00
1143445 6.1250 09/01/88 00
8206807 5.7500 08/01/18 0
0 2.6250 02/01/89 04/01/00
S46/H74 2.2500 09/01/89 09/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938580 7.8750 128,000.00 100
BALLESTEROS AMALIO 7.6250 106,616.63 ZZ
1
16030 CERES AVE 7.2500 881.72 2
12.9000 897.40 80
FONTANA CA 92335 12.5250 07/28/88 160,000.00
1143569 2.8500 10/01/88 00
8207102 2.4750 09/01/18 0
0 2.7500 03/01/89 09/01/00
S46/H74 2.3750 04/01/89 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.0250 S N .1250
.0000 S N .1250
5.0250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938581 8.6250 127,300.00 199
GALLAGHER WILLIAM 7.3980 85,467.30 ZZ
3366 HEATHERIDGE CT 7.0230 721.65 1
13.6250 697.88 90
SAN MARCOS CA 92069 13.2500 12/21/88 141,500.00
1143619 6.6250 02/01/89 00
8207334 6.2500 01/01/19 0
0 2.6250 07/01/89 04/01/00
S46/H74 2.2500 02/01/90 02/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
2.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938582 8.3750 100,000.00 199
CULMANN GEORGIA 7.2730 74,545.35 ZZ
7117 MANZANITA ST 6.8980 606.32 1
13.3750 605.38 47
CARLSBAD CA 92009 13.0000 01/17/89 215,000.00
1143643 6.3750 03/01/89 00
8207466 6.0000 02/01/19 0
0 2.5000 08/01/89 04/01/00
S46/H74 2.1250 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
2.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
2938585 7.7500 142,500.00 100
CHIARENZA CARMELLO 7.3750 119,438.36 ZZ
105 BARUNA CT 7.0000 989.89 1
13.1250 989.53 75
NOVATO CA 94945 12.7500 07/07/88 190,000.00
1143726 2.3750 09/01/88 00
8207698 2.0000 08/01/18 0
0 2.6250 02/01/89 08/01/00
S46/H74 2.2500 03/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938587 7.7500 112,400.00 100
RUFINO MARY 7.3750 93,060.39 ZZ
320 PENINSULA AVE UNIT 402 7.0000 784.33 1
13.1250 771.31 75
SAN MATEO CA 94401 12.7500 07/26/88 150,000.00
1143809 2.3750 09/01/88 00
8207847 2.0000 08/01/18 0
0 2.6250 02/01/89 08/01/00
S46/H74 2.2500 03/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.3750 S N .1250
.0000 S N .1250
5.3750 1 00 00/00/00
.0000 06 0 00/00/00
N .0000
2938589 8.5000 132,000.00 100
MOORE ROBERT 7.5000 113,017.28 ZZ
21803 MARTIN ST 7.1250 944.06 2
13.3750 935.09 80
CARSON CA 90745 13.0000 12/05/88 165,000.00
1143874 3.6250 02/01/89 00
8208266 3.2500 01/01/19 0
0 2.8750 07/01/89 07/01/00
S46/H74 2.5000 08/01/89 08/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
1
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938591 8.6250 82,800.00 199
MORTIS VIOLA 7.3980 70,562.41 ZZ
2307 W 31ST ST 7.0230 569.13 1
13.6250 576.47 82
LOS ANGELES CA 90018 13.2500 12/07/88 102,000.00
1143890 6.6250 02/01/89 00
8208324 6.2500 01/01/19 0
0 2.6250 07/01/89 04/01/00
S46/H74 2.2500 02/01/90 02/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
2.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938594 8.3750 195,000.00 199
WILLIAMS DENNIS 7.1230 164,843.83 ZZ
1194 S OCEAN BLVD 6.7480 1,310.61 1
13.3750 1,321.21 77
CAYUCOS CA 93430 13.0000 02/08/89 254,000.00
1144062 .0000 04/01/89 00
8209165 .0000 03/01/19 0
0 2.3500 09/01/89 04/01/00
S46/H74 1.9750 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938598 8.5000 104,800.00 100
THOMPSON LEON 7.1250 88,630.20 ZZ
7515 MOUNTAIN SHADOW DR 6.7500 725.43 1
13.1250 718.02 76
RIVERSIDE CA 92509 12.7500 09/06/88 138,000.00
1144195 3.8750 11/01/88 00
8209850 3.5000 10/01/18 0
0 2.6250 04/01/89 04/01/00
S46/H74 2.2500 05/01/89 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
1
360 7 1.0000 1.0000
4.6250 S N .1250
.0000 S N .1250
4.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938599 8.2500 162,800.00 100
FARMER RICHARD 7.1250 138,140.71 ZZ
4489 FEATHER RIVER RD 6.7500 1,129.53 1
13.1250 1,119.12 80
CORONA CA 91719 12.7500 08/29/88 205,000.00
1144203 3.3750 11/01/88 00
8209884 3.0000 10/01/18 0
0 2.6250 04/01/89 04/01/00
S46/H74 2.2500 05/01/89 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938601 8.0000 124,000.00 199
PETERSON HOMER 7.3980 108,046.15 ZZ
1867 CABLE CIR 7.0230 909.13 1
13.1250 878.13 85
RIVERSIDE CA 92506 12.7500 08/03/88 146,000.00
1144278 6.1250 10/01/88 00
8210213 5.7500 09/01/18 0
0 2.6250 03/01/89 04/01/00
S46/H74 2.2500 10/01/89 10/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938605 8.2500 117,600.00 100
DUONG YEN 7.1250 99,602.91 ZZ
1929 MOZART ST 6.7500 814.83 1
13.1250 806.98 80
LOS ANGELES CA 90031 12.7500 08/26/88 147,000.00
1144401 3.3750 11/01/88 00
8210577 3.0000 10/01/18 0
0 2.6250 04/01/89 04/01/00
1
S46/H74 2.2500 05/01/89 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938606 8.0000 117,000.00 199
RICHARDS COBY 7.3980 102,268.38 ZZ
1912 GARRETT CT 7.0230 855.15 1
13.1250 831.23 90
SANTA ROSA CA 95401 12.7500 08/09/88 130,000.00
1144450 6.1250 10/01/88 00
8210874 5.7500 09/01/18 0
0 2.6250 03/01/89 04/01/00
S46/H74 2.2500 10/01/89 10/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938608 8.2500 168,750.00 199
CAMPELL BRIAN 7.2110 145,676.19 ZZ
7828 ADWEN ST 6.8360 1,178.85 1
13.3750 1,177.65 75
DOWNEY CA 90241 13.0000 01/19/89 225,000.00
1144492 6.3750 03/01/89 00
8211195 6.0000 02/01/19 0
0 2.4380 08/01/89 04/01/00
S46/H74 2.0630 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938609 9.0000 100,800.00 199
PARRA HILARIO 7.4610 85,195.72 ZZ
6903 CHANSLOR AVE 7.0860 695.61 1
13.7500 700.08 87
BELL CA 90201 13.3750 02/06/89 116,000.00
1
1144526 .0000 04/01/89 00
8211302 .0000 03/01/19 0
0 2.6880 09/01/89 04/01/00
S46/H74 2.3130 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.7500 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938610 9.0000 132,300.00 199
DELEON JESUS 7.7110 113,865.45 ZZ
1813, 1813 1/2, 1815 LONGWOOD 7.3360 945.42 3
13.7500 952.89 86
LOS ANGELES CA 90019 13.3750 02/14/89 155,000.00
1144534 .0000 04/01/89 00
8211344 .0000 03/01/19 0
0 2.9380 09/01/89 04/01/00
S46/H74 2.5630 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.7500 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938613 8.5000 137,100.00 199
WOOLF CLIVE 7.3980 118,950.24 ZZ
12948 CARMEL CRK #107 7.0230 989.15 1
13.6250 960.56 90
SAN DIEGO CA 92130 13.2500 11/18/88 152,500.00
1144674 6.6250 01/01/89 00
8211831 6.2500 12/01/18 0
0 2.6250 06/01/89 04/01/00
S46/H74 2.2500 01/01/90 01/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
2938615 8.0000 65,000.00 199
MILLER CLARENCE 7.1480 56,261.75 ZZ
1
9487 LOREN DR 6.7730 453.17 1
13.2500 452.71 35
LA MESA CA 92041 12.8750 01/18/89 190,000.00
1144708 6.2500 03/01/89 00
8211997 5.8750 02/01/19 0
0 2.3750 08/01/89 04/01/00
S46/H74 2.0000 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938623 8.5000 108,400.00 100
SMITH DANIEL 7.2500 91,629.62 ZZ
3434 YOUNGS CIR 6.8750 751.56 1
13.2500 744.41 80
SAN JOSE CA 95127 12.8750 12/08/88 135,500.00
1144922 3.7500 02/01/89 00
8212920 3.3750 01/01/19 0
0 2.6250 07/01/89 07/01/00
S46/H74 2.2500 08/01/89 08/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.7500 S N .1250
.0000 S N .1250
4.7500 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
2938625 8.8750 108,900.00 199
VEGA MARTHA 7.3980 92,819.16 ZZ
1869 LA PORTE AVE 7.0230 761.52 1
13.7500 760.74 90
SAN JOSE CA 95122 13.3750 12/27/88 121,000.00
1144955 6.7500 03/01/89 00
8213019 6.3750 02/01/19 0
0 2.6250 08/01/89 04/01/00
S46/H74 2.2500 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.8750 X X .0000
.0000 X X .0000
2.1250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
2938626 8.8750 88,200.00 199
HAKIK MOHAMMED 7.4610 71,907.70 ZZ
2856 ILLINOIS ST 7.0860 587.16 1
13.7500 590.89 90
EAST PALO ALTO CA 94303 13.3750 01/30/89 98,000.00
1144963 .0000 04/01/89 00
8213092 .0000 03/01/19 0
0 2.6880 09/01/89 04/01/00
S46/H74 2.3130 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.8750 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938627 8.6250 116,700.00 100
DELATORRE ROBERT 7.1250 99,139.90 ZZ
7670 BENNETT AVE 6.7500 801.50 1
13.2500 801.50 80
FONTANA CA 92335 12.8750 10/11/88 146,000.00
1144989 4.0000 12/01/88 00
8213142 3.6250 11/01/18 0
0 2.6250 05/01/89 05/01/00
S46/H74 2.2500 06/01/89 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.6250 S N .1250
.0000 S N .1250
4.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938629 8.6250 146,600.00 199
CALLEGARI MICHAEL 7.3980 124,089.95 ZZ
1262 BILTMORE CIR 7.0230 1,020.78 1
13.6250 1,011.38 90
CORONA CA 91720 13.2500 11/14/88 163,000.00
1145044 6.6250 02/01/89 00
8213373 6.2500 01/01/19 0
0 2.6250 07/01/89 04/01/00
S46/H74 2.2500 02/01/90 02/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
1
2.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938630 8.3750 66,800.00 100
PRUM BOTUM 7.3750 46,627.31 ZZ
2054 PASADENA AVE 7.0000 391.52 1
13.2500 384.64 80
LONG BEACH CA 90806 12.8750 09/08/88 83,500.00
1145077 3.5000 11/01/88 00
8213746 3.1250 10/01/18 0
0 2.7500 04/01/89 04/01/00
S46/H74 2.3750 05/01/89 05/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938635 8.7500 184,000.00 100
MALCOR JOSEPH 7.1250 156,149.61 ZZ
2408 HAGEN DR 6.7500 1,262.31 1
13.3750 1,262.30 80
ALHAMBRA CA 91803 13.0000 10/20/88 230,000.00
1145440 4.1250 12/01/88 00
8216491 3.7500 11/01/18 0
0 2.6250 05/01/89 05/01/00
S46/H74 2.2500 06/01/89 06/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.6250 S N .1250
.0000 S N .1250
4.6250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938640 8.1500 125,600.00 199
BOUNGERT SAMET 7.2730 109,001.39 ZZ
2132-2134 MYRTLE AVE 6.8980 876.35 2
13.3750 883.39 80
LONG BEACH CA 90806 13.0000 02/01/89 157,000.00
1145564 .0000 04/01/89 00
8217044 .0000 03/01/19 0
0 2.5000 09/01/89 04/01/00
S46/H74 2.1250 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
1
360 7 .0000 .0000
5.2250 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938641 8.3750 200,000.00 199
KEENE TERRY 7.1860 167,816.06 ZZ
5231 LA LUNA DR 6.8110 1,340.51 1
13.3750 1,351.33 72
LA PALMA CA 90623 13.0000 02/21/89 280,000.00
1145580 .0000 04/01/89 00
8217119 .0000 03/01/19 0
0 2.4130 09/01/89 04/01/00
S46/H74 2.0380 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938643 8.5000 202,500.00 100
JANG JEN-HORNG 7.3750 173,109.55 ZZ
2176 OXFORD AVE 7.0000 1,432.86 1
13.3750 1,419.29 75
CLAREMONT CA 91711 13.0000 12/13/88 270,000.00
1145697 3.6250 02/01/89 00
8217424 3.2500 01/01/19 0
0 2.7500 07/01/89 07/01/00
S46/H74 2.3750 08/01/89 08/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938645 8.6250 90,000.00 199
SILVA MANUEL 7.3980 77,661.19 ZZ
1326 W ORCHARD ST 7.0230 639.14 1
13.6250 632.92 90
RIALTO CA 92316 13.2500 12/19/88 100,000.00
1145747 6.6250 02/01/89 00
8217523 6.2500 01/01/19 0
0 2.6250 07/01/89 04/01/00
1
S46/H74 2.2500 02/01/90 02/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
2.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938646 8.2500 153,400.00 199
ALCAIRO PURITA 7.1480 132,603.35 ZZ
112 NUEVA AVENUE 6.7730 1,152.44 1
13.5000 1,066.82 65
SAN FRANCISCO CA 94134 13.1250 12/28/88 236,000.00
1145804 6.5000 03/01/89 00
8217762 6.1250 02/01/19 0
0 2.3750 08/01/89 04/01/00
S46/H74 2.0000 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2500 X X .0000
.0000 X X .0000
1.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938648 8.1500 48,000.00 199
GLASCOW ERIC 7.0230 18,625.98 ZZ
58 PEARCE MITCHELL PL 6.6480 173.69 1
13.3750 160.66 34
STANFORD CA 94305 13.0000 01/23/89 142,500.00
1145861 6.3750 03/01/89 00
8217911 6.0000 02/01/19 0
0 2.2500 08/01/89 04/01/00
S46/H74 1.8750 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2250 X X .0000
.0000 X X .0000
1.7750 1 00 00/00/00
.0000 06 0 00/00/00
N .0000
2938653 8.6500 109,100.00 199
MARQUEZ TONY 7.6730 96,294.49 ZZ
411 PARK AVE #133 7.2980 795.75 1
13.8750 795.75 90
SAN JOSE CA 95110 13.5000 02/28/89 121,250.00
1
1145945 .0000 05/01/89 00
8218497 .0000 04/01/19 0
0 2.9000 07/01/89 04/01/00
S46/H74 2.5250 05/01/90 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2250 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
2938654 8.6500 137,600.00 199
CURREN TIMOTHY 7.6730 121,374.69 ZZ
4830 MIMOSA CT 7.2980 1,003.17 1
13.8750 1,003.17 90
OCEANSIDE CA 92056 13.5000 03/06/89 153,000.00
1145952 .0000 05/01/89 00
8218547 .0000 04/01/19 0
0 2.9000 10/01/89 04/01/00
S46/H74 2.5250 05/01/90 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2250 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938655 8.2500 104,000.00 199
SIN LUTH 7.1480 89,457.77 ZZ
1240 E 10TH ST 6.7730 720.56 1
13.3750 719.82 65
LONG BEACH CA 90813 13.0000 01/05/89 160,000.00
1146000 6.3750 03/01/89 00
8218760 6.0000 02/01/19 0
0 2.3750 08/01/89 04/01/00
S46/H74 2.0000 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938657 8.8750 104,000.00 199
DIDION PATRICK 7.4610 85,629.07 ZZ
1
1475 E OAK HILL CT 7.0860 707.94 1
13.7500 705.05 84
ONTARIO CA 91761 13.3750 01/20/89 124,000.00
1146042 6.7500 03/01/89 00
8218836 6.3750 02/01/19 0
0 2.6880 08/01/89 04/01/00
S46/H74 2.3130 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.8750 X X .0000
.0000 X X .0000
2.1250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938658 8.7500 185,250.00 100
EYRAUD YVETTE 7.5000 158,402.50 ZZ
436 N CANYON BLVD 7.1250 1,457.36 1
13.6250 1,309.45 75
MONROVIA CA 91016 13.2500 01/10/89 247,000.00
1146067 3.8750 03/01/89 00
8218851 3.5000 02/01/19 0
0 2.7500 08/01/89 08/01/00
S46/H74 2.3750 09/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.8750 S N .1250
.0000 S N .1250
4.8750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938659 8.7500 111,390.00 100
NATIVIDAD TONY 7.3750 95,174.82 ZZ
26015 ELIOT AVE 7.0000 779.00 1
13.5000 778.73 80
MORENO VALLEY CA 92388 13.1250 01/17/89 139,990.00
1146091 4.0000 03/01/89 00
8218885 3.6250 02/01/19 0
0 2.6250 08/01/89 08/01/00
S46/H74 2.2500 09/01/89 09/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
4.7500 S N .1250
.0000 S N .1250
4.7500 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
2938660 8.8750 174,700.00 199
CARO JESUS 7.3980 148,461.94 ZZ
2013 CLEARWATER PL 7.0230 1,204.69 1
13.7500 1,214.33 90
CHULA VISTA CA 92013 13.3750 01/31/89 194,200.00
1146141 .0000 04/01/89 00
8218950 .0000 03/01/19 0
0 2.6250 09/01/89 04/01/00
S46/H74 2.2500 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.8750 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2938661 8.1500 188,500.00 199
CROOK ROBERT 7.0860 161,511.95 ZZ
40548 VIA DIAMANTE 6.7110 1,281.38 1
13.3750 1,290.96 72
MURRIETA CA 92362 13.0000 01/31/89 262,000.00
1146174 .0000 04/01/89 00
8219008 .0000 03/01/19 0
0 2.3130 09/01/89 04/01/00
S46/H74 1.9380 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.2250 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938665 8.8750 103,500.00 199
ARRIETA JOHN 7.3980 88,214.06 ZZ
942 W BERKELEY CT 7.0230 724.23 1
13.3750 722.99 90
ONTARIO CA 91762 13.0000 01/18/89 115,000.00
1146224 6.7500 03/01/89 00
8219107 6.3750 02/01/19 0
0 2.6250 08/01/89 04/01/00
S46/H74 2.2500 03/01/90 03/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.5000 X X .0000
.0000 X X .0000
1
2.1250 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938668 7.9500 216,000.00 199
LIOU LIH-PING 7.3730 187,374.73 ZZ
20932 TRIGGER LN 6.9980 1,528.47 1
13.5000 1,528.47 78
DIAMOND BAR CA 91765 13.1250 02/28/89 280,000.00
1146372 .0000 05/01/89 00
8219719 .0000 04/01/19 0
0 2.6000 07/01/89 04/01/00
S46/H74 2.2250 05/01/90 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.5500 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938669 7.9500 136,000.00 199
NICHOLS JOHN 7.3230 120,726.15 ZZ
1059 WALNUT AVE 6.9480 972.22 1
13.5000 972.22 80
SAN DIMAS CA 91773 13.1250 03/03/89 170,000.00
1146398 .0000 05/01/89 00
8219750 .0000 04/01/19 0
0 2.5500 07/01/89 04/01/00
S46/H74 2.1750 05/01/90 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.5500 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938670 9.1500 117,000.00 199
WELLS ROSALIE 7.6730 99,149.86 ZZ
8542 CORD AVE 7.2980 820.96 1
13.8750 827.45 89
PICO RIVERA CA 90660 13.5000 02/17/89 132,500.00
1146414 .0000 04/01/89 00
8219800 .0000 03/01/19 0
0 2.9000 09/01/89 04/01/00
S46/H74 2.5250 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
1
360 7 .0000 .0000
4.7250 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938671 8.3750 192,000.00 199
LEE PING-CHOW 7.1860 162,627.68 ZZ
3972 CHATHAM CT 6.8110 1,300.43 1
13.3750 1,309.55 77
SOUTH SAN FRAN CA 94080 13.0000 02/22/89 250,000.00
1146430 .0000 04/01/89 00
8219909 .0000 03/01/19 0
0 2.4130 09/01/89 04/01/00
S46/H74 2.0380 04/01/90 04/01/01
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
2938674 9.4500 144,000.00 199
WAFER JONATHAN 7.6730 122,176.75 ZZ
2991 ROSSMORE LN 7.2980 1,009.73 1
14.3750 1,009.73 80
SAN JOSE CA 95148 14.0000 03/16/89 180,000.00
1146588 .0000 05/01/89 00
8221202 .0000 04/01/19 0
0 2.9000 07/01/89 04/01/00
S46/H74 2.5250 05/01/90 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
4.9250 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2938675 9.0000 144,000.00 199
ARRENDONDO MANUEL 7.3730 121,932.78 ZZ
1113 N LIBERTY LN 6.9980 985.59 1
14.0000 985.59 80
ANAHEIM CA 92805 13.6250 03/24/89 180,000.00
1146604 .0000 05/01/89 00
8221988 .0000 04/01/19 0
0 2.6000 10/01/89 04/01/00
1
S46/H74 2.2250 05/01/90 05/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2959884 7.5000 176,000.00 100
BOYLAN CLEMENT 7.2500 146,423.80 ZZ
22036 PARTHENIA ST 6.8750 1,194.31 1
12.9000 1,215.57 80
WEST HILLS CA 91304 12.5250 02/02/88 220,000.00
1138627 2.1000 04/01/88 00
8194250 1.7250 03/01/18 0
0 2.3750 09/01/88 09/01/00
S46/H74 2.0000 10/01/88 10/01/00
25 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.4000 S N .1250
.0000 S N .1250
5.4000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2959887 7.5000 148,000.00 199
POTTER BRETT 7.6480 134,911.38 ZZ
8661 KEOKUK AVE 7.2730 1,123.69 1
12.9000 1,123.69 79
CANOGA PARK CA 91306 12.5250 04/28/88 189,000.00
1140300 5.9000 07/01/88 00
8198475 5.5250 06/01/18 0
0 2.8750 12/01/88 04/01/00
S46/H74 2.5000 07/01/89 07/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.4000 X X .0000
.0000 X X .0000
1.6000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2959892 8.0000 103,500.00 199
FIGUEROA_DR ARMANDO 7.3980 90,640.10 ZZ
6225 GRETNA AVE 7.0230 768.04 1
13.1250 740.28 90
WHITTIER CA 90601 12.7500 06/15/88 115,000.00
1
1142454 6.1250 08/01/88 00
8204042 5.7500 07/01/18 0
0 2.6250 01/01/89 04/01/00
S46/H74 2.2500 08/01/89 08/01/00
25 .0000 7.5000 7.5000
A .0000 1 12
360 7 .0000 .0000
5.1250 X X .0000
.0000 X X .0000
1.8750 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2966861 11.6250 40,875.00 100
PFAFF STEVEN 11.6250 40,557.71 ZZ
BOX 408 PITTS ROAD 10.6250 408.69 1
18.6250 408.69 80
CONNEAUT LAKE PA 16316 17.6250 12/30/98 51,700.00
1204056 11.6250 02/01/99 00
9814219 10.6250 01/01/29 0
0 8.1250 01/01/02 01/01/02
P31/G61 7.1250 02/01/02 02/01/02
25 11.6250 .0000 .0000
A 14.6250 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
2971623 9.7500 39,200.00 100
GAYLORD BRETT 9.7500 38,464.59 ZZ
218 IDLEWOOD ROAD 9.2500 334.37 1
15.7500 334.37 80
YOUNGSTOWN OH 44515 15.2500 05/06/98 49,000.00
127179906 9.7500 07/01/98 00
127179906 9.2500 06/01/28 0
0 4.5000 06/01/99 06/01/00
N60/534 4.0000 07/01/99 07/01/00
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
2971785 8.0000 54,840.00 100
WEARY PHILIP 8.0000 51,444.28 ZZ
1
2206 MIDWAY AVE NE 7.5000 380.39 1
14.0000 380.39 85
CANTON OH 44705 13.5000 03/02/99 64,800.00
14567683 8.0000 05/01/99 00
14567683 7.5000 04/01/29 0
0 4.0000 04/01/00 04/01/00
N60/534 3.5000 05/01/00 05/01/00
45 8.0000 .0000 .0000
A 10.0000 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2972248 7.2500 78,800.00 100
CUTLIP JEFFREY 8.3750 77,822.44 ZZ
1426 GULLING AVENUE 7.8750 537.56 1
13.2500 597.78 80
LOUISVILLE OH 44641 12.7500 10/06/98 98,500.00
354469041 7.2500 12/01/98 00
354469041 6.7500 11/01/28 0
0 3.0000 11/01/99 11/01/00
N60/534 2.5000 12/01/99 12/01/00
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2972395 9.2500 39,600.00 100
PETERS LINDA 9.2500 39,431.26 ZZ
221 1ST ST NW 8.7500 325.78 1
15.2500 325.78 80
BARBERTON OH 44203 14.7500 06/17/99 49,500.00
389670894 9.2500 08/01/99 00
389670894 8.7500 07/01/29 0
0 4.0000 07/01/00 07/01/00
N60/534 3.5000 08/01/00 08/01/00
45 9.2500 .0000 .0000
A 11.2500 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
2972705 7.5000 61,200.00 100
MCMICKLE FREDRICK 7.5000 60,903.95 ZZ
17817 GROVEWOOD AVENUE 7.0000 427.92 2
13.5000 427.92 132
CLEVELAND OH 44119 13.0000 08/13/99 46,500.00
639092366 7.5000 10/01/99 00
639092366 7.0000 09/01/29 0
0 3.5000 09/01/00 09/01/00
N60/534 3.0000 10/01/00 10/01/00
45 7.5000 .0000 .0000
A 9.5000 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
2973071 8.5000 64,750.00 100
WOODFORK MARTY 8.5000 64,386.57 ZZ
110 NORTHLAND COURT 8.0000 497.87 1
14.5000 497.87 80
KINGSTON OH 45644 14.0000 05/19/99 80,938.00
769399190 8.5000 07/01/99 00
769399190 8.0000 06/01/29 0
0 4.5000 06/01/00 06/01/00
N60/534 4.0000 07/01/00 07/01/00
45 8.5000 .0000 .0000
A 10.5000 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005207 11.3750 445,000.00 100
MARCOTTE PHILLIP 11.3750 443,633.37 ZZ
4613 SLEEPING INDIAN ROAD 10.8750 4,364.41 1
18.3750 4,364.41 90
FALLBROOK CA 92028 17.8750 05/14/99 495,000.00
1190008 11.3750 07/01/99 00
100748 10.8750 06/01/29 0
0 6.6250 06/01/01 06/01/01
879/G61 6.1250 07/01/01 07/01/01
25 11.3750 .0000 .0000
A 14.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005208 12.1250 358,700.00 100
GUSTAFSON STEVEN 12.1250 357,764.40 ZZ
1705 CEDARHILL DRIVE 11.6250 3,724.19 1
19.1250 3,724.19 81
ROYAL OAK MI 48067 18.6250 05/28/99 445,000.00
1189901 12.1250 07/01/99 00
101246 11.6250 06/01/29 0
0 7.0000 06/01/01 06/01/01
879/G61 6.5000 07/01/01 07/01/01
25 12.1250 .0000 .0000
A 15.1250 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005209 9.5000 63,750.00 100
DORRELL WENDY 9.5000 63,525.19 ZZ
3 REBA LANE 9.0000 536.05 1
16.5000 536.05 92
FAYETTEVILLE TN 37334 16.0000 07/08/99 70,000.00
1190149 9.5000 09/01/99 00
101626 9.0000 08/01/29 0
0 6.5000 08/01/01 08/01/01
879/G61 6.0000 09/01/01 09/01/01
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 27 0 00/00/00
O .0000
3005211 11.5000 73,350.00 100
HORVATH JOHN 11.5000 73,087.73 ZZ
337 EAST HIGH STREET 11.0000 726.38 1
18.5000 726.38 90
CIRCLEVILLE OH 43113 18.0000 05/28/99 81,500.00
1189927 11.5000 07/01/99 00
102218 11.0000 06/01/29 0
0 6.7500 06/01/01 06/01/01
879/G61 6.2500 07/01/01 07/01/01
25 11.5000 .0000 .0000
A 14.5000 6 6
1
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005212 10.2500 144,500.00 100
LANG PAMELA 10.2500 144,000.45 ZZ
2516 HANSON AVENUE 9.7500 1,294.87 1
17.2500 1,294.87 85
STOW OH 44224 16.7500 06/21/99 170,000.00
1189968 10.2500 08/01/99 00
103733 9.7500 07/01/29 0
0 7.0000 07/01/01 07/01/01
879/G61 6.5000 08/01/01 08/01/01
25 10.2500 .0000 .0000
A 13.2500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005214 11.3750 99,450.00 100
BATTLE BARBARA 11.3750 99,179.73 ZZ
19477 PLAINVIEW 10.8750 975.38 1
18.3750 975.38 85
DETROIT MI 48219 17.8750 06/29/99 117,000.00
1189869 11.3750 08/01/99 00
104666 10.8750 07/01/29 0
0 7.0000 07/01/01 07/01/01
879/G61 6.5000 08/01/01 08/01/01
25 11.3750 .0000 .0000
A 14.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005215 10.0000 178,500.00 100
GARRETT JODY 10.0000 177,849.50 ZZ
3655 WEST 63RD STREET 9.5000 1,566.47 1
17.0000 1,566.47 85
LOS ANGELES CA 90043 16.5000 06/25/99 210,000.00
1189885 10.0000 08/01/99 00
105355 9.5000 07/01/29 0
0 7.0000 07/01/01 07/01/01
1
879/G61 6.5000 08/01/01 08/01/01
25 10.0000 .0000 .0000
A 13.0000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005216 11.1250 130,900.00 100
LUCAS I 11.1250 130,573.03 ZZ
813 SAGUARO STREET 10.6250 1,258.98 1
18.1250 1,258.98 95
BAYFIELD CO 81122 17.6250 08/05/99 139,000.00
1189984 11.1250 09/01/99 00
106469 10.6250 08/01/29 0
0 6.8750 08/01/01 08/01/01
879/G61 6.3750 09/01/01 09/01/01
25 11.1250 .0000 .0000
A 14.1250 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005217 11.8750 102,850.00 100
PLEINIS JEFFREY 11.8750 102,600.51 ZZ
7155 TILDEN STREET 11.3750 1,048.05 1
18.8750 1,048.05 91
COLORADO SPRIN CO 80911 18.3750 07/23/99 114,000.00
1190065 11.8750 09/01/99 00
108351 11.3750 08/01/29 0
0 7.3750 08/01/01 08/01/01
879/G61 6.8750 09/01/01 09/01/01
25 11.8750 .0000 .0000
A 14.8750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005218 11.6250 113,050.00 100
BRAZELL LEONARD 11.6250 112,777.72 ZZ
3-5 CHARLES STREET 11.1250 1,130.32 2
18.6250 1,130.32 85
MONTCLAIR NJ 07042 18.1250 08/31/99 133,000.00
1
1190222 11.6250 10/01/99 00
108577 11.1250 09/01/29 0
0 7.0000 09/01/01 09/01/01
879/G61 6.5000 10/01/01 10/01/01
25 11.6250 .0000 .0000
A 14.6250 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005220 9.1250 157,250.00 100
STANFIELD GREG 9.1250 156,235.02 ZZ
872 EAST 320 NORTH 8.6250 1,279.44 1
16.1250 1,279.44 85
HEBER CITY UT 84032 15.6250 08/04/99 185,000.00
1190180 9.1250 09/01/99 00
109534 8.6250 08/01/29 0
0 7.0000 08/01/01 08/01/01
879/G61 6.5000 09/01/01 09/01/01
25 9.1250 .0000 .0000
A 12.1250 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005221 9.5000 57,000.00 100
ROBBINS MARK 9.5000 55,944.74 ZZ
7236 YACHT 9.0000 479.29 1
16.5000 479.29 76
WARREN MI 48091 16.0000 05/20/98 75,000.00
1190263 9.5000 07/01/98 00
49219 9.0000 06/01/28 0
0 6.5000 06/01/00 06/01/00
879/G61 6.0000 07/01/00 07/01/00
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005225 9.5000 256,500.00 100
BARRERA CHARLES 9.5000 254,779.50 ZZ
1
1769 CALLE DE PLATA 9.0000 2,156.80 1
16.5000 2,156.80 93
SAN JOSE CA 95116 16.0000 01/21/99 278,000.00
1190123 9.5000 03/01/99 00
82727 9.0000 02/01/29 0
0 6.7500 02/01/01 02/01/01
879/G61 6.2500 03/01/01 03/01/01
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005226 8.5000 107,950.00 100
VETTER ALVIN 8.5000 106,937.38 ZZ
16150 NORTH THUNDERBIRD ROAD 8.0000 830.05 1
15.5000 830.05 85
MARICOPA AZ 85239 15.0000 02/24/99 127,000.00
1190206 8.5000 04/01/99 00
90322 8.0000 03/01/29 0
0 6.5000 03/01/02 03/01/02
879/G61 6.0000 04/01/02 04/01/02
25 8.5000 .0000 .0000
A 11.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 27 0 00/00/00
O .0000
3005229 9.9900 436,500.00 100
MARTINEZ LUCIANO 9.9900 434,280.44 ZZ
14680 COLOMBET AVENUE 9.4900 3,827.38 1
16.9900 3,827.38 90
SAN MARTIN CA 95046 16.4900 03/12/99 485,000.00
1190164 9.9900 05/01/99 00
91738 9.4900 04/01/29 0
0 6.6250 04/01/01 04/01/01
879/G61 6.1250 05/01/01 05/01/01
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3005232 11.8750 176,800.00 100
SCHWERTFEGER TRACY 12.8750 176,197.89 ZZ
55 RICHARDSON STREET 12.3750 1,801.60 1
17.8750 1,937.25 85
NEW BRUNSWICK NJ 08901 17.3750 04/20/99 208,000.00
1190081 11.8750 06/01/99 00
94356 11.3750 05/01/29 0
0 7.0000 11/01/99 05/01/00
879/G61 6.5000 12/01/99 06/01/00
25 11.8750 .0000 .0000
A 12.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3005233 10.6250 343,600.00 100
JONES E 10.6250 342,216.68 ZZ
12401 SANTA MONICA AVENUE NE 10.1250 3,175.20 1
17.6250 3,175.20 83
ALBUQUERQUE NM 87122 17.1250 04/23/99 414,500.00
1189943 10.6250 06/01/99 00
95412 10.1250 05/01/29 0
0 7.3750 05/01/01 05/01/01
879/G61 6.8750 06/01/01 06/01/01
25 10.6250 .0000 .0000
A 13.6250 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005236 6.9900 141,800.00 100
MUSETTI DANIEL 6.9900 140,604.35 ZZ
25126 CORTRITE AVENUE 6.4900 942.45 1
13.9900 942.45 44
HOMELAND AREA CA 92548 13.4900 04/22/99 325,000.00
1190289 6.9900 06/01/99 00
96971 6.4900 05/01/29 0
0 4.8750 05/01/01 05/01/01
879/G61 4.3750 06/01/01 06/01/01
25 6.9900 .0000 .0000
A 9.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3005237 10.7500 170,000.00 100
TAYE DANIEL 10.7500 169,402.88 ZZ
710 20TH AVENUE 10.2500 1,586.92 2
17.7500 1,586.92 85
SEATTLE WA 98122 17.2500 05/05/99 200,000.00
1190107 10.7500 07/01/99 00
98961 10.2500 06/01/29 0
0 7.3750 06/01/01 06/01/01
879/G61 6.8750 07/01/01 07/01/01
25 10.7500 .0000 .0000
A 13.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3008840 10.2500 331,500.00 100
AYALA CARLOS 10.2500 329,903.78 ZZ
1005 WEST KENNETH ROAD 9.8750 2,970.58 1
17.2500 2,970.58 87
GLENDALE CA 91202 16.8750 03/22/99 385,000.00
1052661 10.2500 05/01/99 00
27624 9.8750 04/01/29 0
0 6.2500 04/01/01 04/01/01
K60/G61 5.8750 05/01/01 05/01/01
25 10.2500 .0000 .0000
A 13.2500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3013032 10.8750 355,000.00 100
WRIGHT LANAR 10.8750 352,006.16 ZZ
245 POTEAT PLACE 10.3750 3,347.26 1
16.8750 3,347.26 100
FRANKLIN TN 37064 16.3750 05/04/98 356,000.00
1203314 10.8750 07/01/98 00
9800002708 10.3750 06/01/28 0
0 5.6250 06/01/00 06/01/00
A73/G61 5.1250 07/01/00 07/01/00
25 10.8750 .0000 .0000
A 13.8750 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023666 11.5000 63,200.00 100
LOPEZ JESUS 11.5000 63,000.28 ZZ
2321 KACHINA DRIVE 11.0000 625.86 1
18.5000 625.86 80
COTTONWOOD AZ 86326 18.0000 06/11/99 79,000.00
1204023 11.5000 08/01/99 00
1460001028 11.0000 07/01/29 0
0 6.5000 07/01/01 07/01/01
N67/G61 6.0000 08/01/01 08/01/01
25 11.5000 .0000 .0000
A 13.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 27 0 00/00/00
O .0000
3023673 8.4500 84,000.00 100
CARTER DALE 8.4500 83,686.06 ZZ
467 CARTER ROAD 7.9500 642.91 1
15.4500 642.91 75
LOUISA VA 23093 14.9500 08/26/99 112,000.00
1203132 8.4500 10/01/99 00
1460001584 7.9500 09/01/29 0
0 6.2500 09/01/02 09/01/02
N67/G61 5.7500 10/01/02 10/01/02
25 8.4500 .0000 .0000
A 11.4500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023674 8.7500 123,200.00 100
FALLS JOHN 8.7500 122,766.85 ZZ
4902 EAST COLUMBINE DRIVE 8.2500 969.22 1
14.7500 969.22 80
SCOTTSDALE AZ 85245 14.2500 08/24/99 154,000.00
1203157 8.7500 10/01/99 00
1560001128 8.2500 09/01/29 0
0 6.0000 09/01/01 09/01/01
1
N67/G61 5.5000 10/01/01 10/01/01
25 8.7500 .0000 .0000
A 10.7500 6 6
360 E 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3023675 10.1250 149,600.00 100
GIANNOTTA WILLIAM 10.1250 149,129.30 ZZ
6302 WEST GREENBRIAR DRIVE 9.6250 1,326.69 1
16.1250 1,326.69 85
GLENDALE AZ 85308 15.6250 08/10/99 176,000.00
1203173 10.1250 10/01/99 00
1560001155 9.6250 09/01/29 0
0 7.5000 09/01/01 09/01/01
N67/G61 7.0000 10/01/01 10/01/01
25 10.1250 .0000 .0000
A 12.1250 6 6
360 E 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023685 12.4900 28,000.00 100
BROWN BRUCE 12.4900 27,955.74 ZZ
5936 SOUTH LOWE 11.9900 298.62 1
18.4900 298.62 47
CHICAGO IL 60621 17.9900 08/26/99 60,000.00
1204106 12.4900 10/01/99 00
9901540 11.9900 09/01/29 0
0 7.7500 09/01/01 09/01/01
K10/H74 7.2500 10/01/01 10/01/01
25 12.4900 .0000 .0000
A 15.4900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023686 10.7400 70,700.00 100
JOHNSON-HAYES CARLA 10.7400 70,536.33 ZZ
2634 PINTAIL DRIVE 10.2400 659.44 1
16.7400 659.44 70
HORN LAKE MS 38637 16.2400 08/26/99 101,000.00
1
1204148 10.7400 10/01/99 00
9901542 10.2400 09/01/29 0
0 7.0000 09/01/01 09/01/01
K10/H74 6.5000 10/01/01 10/01/01
25 10.7400 .0000 .0000
A 13.7400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023687 10.7900 21,450.00 100
YOUNG RYAN 10.7900 21,383.87 ZZ
712 SOUTH UNION STREET 10.2900 200.88 1
16.7900 200.88 65
LIMA OH 45801 16.2900 06/14/99 33,000.00
1210897 10.7900 08/01/99 00
9901548 10.2900 07/01/29 0
0 6.5000 07/01/01 07/01/01
K10/G61 6.0000 08/01/01 08/01/01
25 10.7900 .0000 .0000
A 13.7900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3023688 10.7900 22,100.00 100
YOUNG RYAN 10.7900 22,031.85 ZZ
671 S. WEST STREET 10.2900 206.97 1
16.7900 206.97 65
LIMA OH 45804 16.2900 06/14/99 34,000.00
1204189 10.7900 08/01/99 00
9901549 10.2900 07/01/29 0
0 6.5000 07/01/01 07/01/01
K10/H74 6.0000 08/01/01 08/01/01
25 10.7900 .0000 .0000
A 13.7900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3023689 10.7900 23,400.00 100
YOUNG RYAN 10.7900 23,327.88 ZZ
1
711 EAST 2ND STREET 10.2900 219.14 1
16.7900 219.14 65
LIMA OH 45801 16.2900 06/14/99 36,000.00
1204205 10.7900 08/01/99 00
9901550 10.2900 07/01/29 0
0 6.5000 07/01/01 07/01/01
K10/H74 6.0000 08/01/01 08/01/01
25 10.7900 .0000 .0000
A 13.7900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3023690 9.8700 36,000.00 100
PURNELL WILLIAM 9.8700 35,881.95 ZZ
1645 SPRUCE STREET 9.3700 312.48 1
15.8700 312.48 80
TERRE HAUTE IN 47807 15.3700 06/30/99 45,000.00
1204155 9.8700 09/01/99 00
9901551 9.3700 08/01/29 0
0 6.5000 08/01/01 08/01/01
K10/H74 6.0000 09/01/01 09/01/01
25 9.8700 .0000 .0000
A 12.8700 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023693 10.6400 59,250.00 100
EDWARDS MELLODY 10.6400 59,061.43 ZZ
8861 SOUTH YALE 10.1400 548.20 1
16.6400 548.20 75
CHICAGO IL 60628 16.1400 06/23/99 79,000.00
1204122 10.6400 08/01/99 00
9901554 10.1400 07/01/29 0
0 6.5000 07/01/01 07/01/01
K10/H74 6.0000 08/01/01 08/01/01
25 10.6400 .0000 .0000
A 13.6400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3023716 10.9200 57,600.00 100
WHITLOW MARLOWE 10.9200 57,449.64 ZZ
395 SOUTH EVERGREEN 10.4200 545.06 1
16.9200 545.06 80
KANKAKEE IL 60901 16.4200 07/15/99 72,000.00
1204171 10.9200 09/01/99 00
9901583 10.4200 08/01/29 0
0 6.0000 08/01/01 08/01/01
K10/H74 5.5000 09/01/01 09/01/01
25 10.9200 .0000 .0000
A 13.9200 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3023719 12.7900 11,375.00 100
BOND TROY 12.7900 11,355.20 ZZ
378 LINCOLN STREET #5 12.2900 123.97 1
18.7900 123.97 65
WATERBURY CT 06710 18.2900 07/23/99 17,500.00
1204080 12.7900 09/01/99 00
9901586 12.2900 08/01/29 0
0 7.7500 08/01/01 08/01/01
K10/H74 7.2500 09/01/01 09/01/01
25 12.7900 .0000 .0000
A 15.7900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
3041266 9.6950 102,300.00 100
BOYD BRENDA 9.6950 102,003.45 ZZ
3861 STONEY CREEK DR 9.1950 874.79 1
15.6950 874.79 90
LINCOLNTON NC 28092 15.1950 08/24/99 114,000.00
1203751 7.6950 10/01/99 00
17405300058 7.1950 09/01/29 0
0 6.2000 09/01/01 09/01/01
K15/G61 5.7000 10/01/01 10/01/01
25 7.6950 .0000 .0000
A 12.6950 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
2.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3041267 9.6000 88,900.00 100
SPICER JAMES 9.6000 88,643.06 ZZ
4232 MAPLEVIEW DR 9.1000 754.01 1
15.6000 754.01 85
BEAVERCREEK OH 45432 15.1000 09/10/99 105,000.00
1204999 7.6000 11/01/99 00
29005300065 7.1000 10/01/29 0
0 6.1000 10/01/01 10/01/01
K15/G61 5.6000 11/01/01 11/01/01
25 7.6000 .0000 .0000
A 12.6000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
2.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3044219 9.5000 76,500.00 100
BLANKENSHIP VERONICA 11.2500 75,941.02 ZZ
26190 LE MANS DRIVE 10.7500 643.25 1
16.5000 741.60 90
MORENO VALLEY CA 92555 16.0000 10/30/98 85,000.00
1203462 9.5000 01/01/99 00
122058 9.0000 12/01/28 0
0 5.1250 06/01/99 06/01/00
765/G61 4.6250 07/01/99 07/01/00
45 9.5000 .0000 .0000
A 11.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3044227 8.7500 134,100.00 100
MYERS SHELLEY 8.7500 133,741.46 ZZ
800 RIVER ROAD, 8.2500 1,054.97 1
14.7500 1,054.97 90
EUGENE OR 97404 14.2500 10/04/99 149,000.00
1203488 8.7500 12/01/99 00
190471 8.2500 11/01/29 0
0 3.8750 11/01/01 11/01/01
765/G61 3.3750 12/01/01 12/01/01
25 8.7500 .0000 .0000
A 11.7500 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3044228 7.9500 89,200.00 100
BALLESTEROS JOSE 7.9500 88,642.36 ZZ
14355 FOOTHILL BLVD #22 7.4500 651.41 1
13.9500 651.41 80
SYLMAR AREA CA 91342 13.4500 05/13/99 111,500.00
1203504 7.9500 07/01/99 00
345367L 7.4500 06/01/29 0
0 5.7500 06/01/01 06/01/01
765/G61 5.2500 07/01/01 07/01/01
45 7.9500 .0000 .0000
A 9.4500 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
3044289 9.9900 119,000.00 100
SCHWARTZ_SR LARRY 9.9900 118,676.81 ZZ
18172 EAST BELLEWOOD DRIVE 9.4900 1,043.43 1
15.9900 1,043.43 85
AURORA CO 80015 15.4900 08/31/99 140,000.00
1204841 .0000 10/01/99 00
100358 .0000 09/01/29 0
0 7.3900 09/01/01 09/01/01
R76/H74 6.8900 10/01/01 10/01/01
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3044292 10.3500 76,500.00 100
WESTLAKE JEFF 10.3500 76,307.49 ZZ
110 WOODSHORE DRIVE 9.8500 691.21 1
16.3500 691.21 75
ANDERSON SC 29624 15.8500 08/12/99 102,000.00
1204825 10.3500 10/01/99 00
33975 9.8500 09/01/29 0
0 7.4500 09/01/01 09/01/01
1
R76/H74 6.9500 10/01/01 10/01/01
25 10.3500 .0000 .0000
A 13.3500 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 27 0 00/00/00
O .0000
3044293 10.3500 73,850.00 100
JORDAN JERRY 10.3500 73,695.33 ZZ
1634 SHIRLEY DRIVE 9.8500 667.27 1
16.3500 667.27 70
ANDERSON SC 29621 15.8500 09/15/99 105,500.00
1204767 10.3500 11/01/99 00
34313 9.8500 10/01/29 0
0 7.4500 10/01/01 10/01/01
R76/H74 6.9500 11/01/01 11/01/01
25 10.3500 .0000 .0000
A 13.3500 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 27 0 00/00/00
O .0000
3056315 8.7500 300,000.00 100
HAIDER JOEL 8.7500 299,124.32 ZZ
22937 COUNTY ROAD 150 8.5000 2,360.10 1
14.7500 2,360.10 95
AGATE CO 80101 14.5000 09/10/99 318,000.00
1204577 .0000 11/01/99 11
1741156 .0000 10/01/29 30
0 2.8750 10/01/02 10/01/02
K15/G61 2.6250 11/01/02 11/01/02
45 6.7500 .0000 .0000
A 10.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3072211 9.3000 101,500.00 100
EDWARDS SABRINA 9.3000 101,235.42 ZZ
16329 NORTH SAGEWOOD RD 8.8000 838.70 1
15.3000 838.70 70
NINE MILE FALL WA 99026 14.8000 09/08/99 145,000.00
1
1209428 .0000 11/01/99 00
100055 .0000 10/01/29 0
0 6.7000 10/01/01 10/01/01
R76/H74 6.2000 11/01/01 11/01/01
25 9.3000 .0000 .0000
A 12.3000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3072212 9.5000 97,000.00 100
TRUJILLO SR JERRY 9.5000 96,706.48 ZZ
7252 WEST GARDENIA AVENUE 9.0000 815.63 1
15.5000 815.63 85
MAGNA UT 84044 15.0000 08/19/99 114,500.00
1209592 .0000 10/01/99 00
100239 .0000 09/01/29 0
0 6.5000 09/01/01 09/01/01
R76/H74 6.0000 10/01/01 10/01/01
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3072214 9.9000 240,000.00 100
JACKSON DAVID 9.9000 239,448.68 ZZ
4316 40TH AVENUE NW 9.4000 2,088.46 1
15.9000 2,088.46 66
GIG HARBOR WA 98335 15.4000 09/20/99 365,000.00
1209535 9.9000 11/01/99 00
100365 9.4000 10/01/29 0
0 7.5500 10/01/01 10/01/01
R76/H74 7.0500 11/01/01 11/01/01
45 9.9000 .0000 .0000
A 12.9000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3072215 9.2500 240,805.00 100
MOROSHAN FILON 9.2500 240,299.86 ZZ
1
18956 SOUTH LELAND ROAD 8.7500 1,981.04 1
15.2500 1,981.04 85
OREGON CITY OR 97045 14.7500 10/04/99 283,300.00
1209659 .0000 12/01/99 00
100377 .0000 11/01/29 0
0 6.6500 11/01/01 11/01/01
R76/H74 6.1500 12/01/01 12/01/01
25 9.2500 .0000 .0000
A 12.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3072216 9.5000 122,400.00 100
TIMPSON SMITH 9.5000 122,094.14 ZZ
340 WEST 210 SOUTH 9.0000 1,029.21 1
15.5000 1,029.21 85
LA VERKIN UT 84745 15.0000 09/10/99 144,000.00
1209576 .0000 11/01/99 00
100386 .0000 10/01/29 0
0 6.9000 10/01/01 10/01/01
R76/H74 6.4000 11/01/01 11/01/01
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
N .0000
3072217 9.9900 126,400.00 100
NELSON TAMERA 9.9900 126,112.16 ZZ
7008 OAK LAWN 9.4900 1,108.32 1
15.9900 1,108.32 80
SACHSE TX 75048 15.4900 09/13/99 158,000.00
1209436 .0000 11/01/99 00
100398 .0000 10/01/29 0
0 7.3900 10/01/01 10/01/01
R76/H74 6.8900 11/01/01 11/01/01
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3072218 11.7500 39,000.00 100
HOOVER JOHN 11.7500 38,939.86 ZZ
1510 LAKEWOODS 11.2500 393.67 1
17.7500 393.67 75
CROSBY TX 77532 17.2500 09/14/99 52,000.00
1209345 .0000 11/01/99 00
100430 .0000 10/01/29 0
0 9.1500 10/01/01 10/01/01
R76/H74 8.6500 11/01/01 11/01/01
25 11.7500 .0000 .0000
A 14.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3072220 10.5000 35,200.00 100
HAMMONDS DEXTER 10.5000 35,128.77 ZZ
6063 MILTON STREET #229 10.0000 321.99 1
16.5000 321.99 80
DALLAS TX 75206 16.0000 09/30/99 44,000.00
1209501 .0000 11/01/99 00
100486 .0000 10/01/29 0
0 7.9000 10/01/01 10/01/01
R76/H74 7.4000 11/01/01 11/01/01
25 10.5000 .0000 .0000
A 13.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
3072221 9.0000 66,400.00 100
JORGENSEN TED 9.0000 66,215.82 ZZ
1426 AARON PLACE 8.5000 534.27 1
15.0000 534.27 80
DUCANVILLE TX 75137 14.5000 09/16/99 83,000.00
1209360 .0000 11/01/99 00
100492 .0000 10/01/29 0
0 6.4000 10/01/01 10/01/01
R76/H74 5.9000 11/01/01 11/01/01
25 9.0000 .0000 .0000
A 12.0000 6 6
360 E 1.0000 1.0000
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1
.0000 2 00 00/00/00
.0000 05 0 00/00/00
N .0000
3072222 9.0000 101,150.00 100
JORGENSEN TED 9.0000 100,869.55 ZZ
7718 HARBOR DRIVE 8.5000 813.88 1
15.0000 813.88 80
ROWLET TX 75088 14.5000 09/16/99 128,000.00
1209378 .0000 11/01/99 00
100494 .0000 10/01/29 0
0 6.4000 10/01/01 10/01/01
R76/H74 5.9000 11/01/01 11/01/01
25 9.0000 .0000 .0000
A 12.0000 6 6
360 E 1.0000 1.0000
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N .0000
3072227 10.9900 117,783.00 100
COOPER MICHAEL 10.9900 117,568.63 ZZ
1319 HUNTER GREEN LANE 10.4900 1,120.79 1
16.9900 1,120.79 100
FRESNO TX 77545 16.4900 09/27/99 117,783.00
1209493 .0000 11/01/99 00
100587 .0000 10/01/29 0
0 7.9000 10/01/01 10/01/01
R76/H74 7.4000 11/01/01 11/01/01
25 10.9900 .0000 .0000
A 13.9900 6 6
360 E 1.0000 1.0000
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O .0000
3072230 12.3000 48,750.00 100
LANDFRIED ROBERT 12.3000 48,683.43 ZZ
429 AMERICAN WAY 11.8000 512.73 1
18.3000 512.73 65
TOOELE UT 84074 17.8000 09/24/99 75,000.00
1209527 .0000 11/01/99 00
100733 .0000 10/01/29 0
0 9.7000 10/01/01 10/01/01
R76/H74 9.2000 11/01/01 11/01/01
25 12.3000 .0000 .0000
A 15.3000 6 6
1
360 E 1.0000 1.0000
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3072231 9.9900 139,950.00 100
GUADERRAMA JOEL 9.9900 139,336.57 ZZ
2016 PIEDMONT DRIVE 9.4900 1,227.13 1
15.9900 1,227.13 100
LEWISVILLE TX 75067 15.4900 09/28/99 139,950.00
1209600 .0000 11/01/99 00
100773 .0000 10/01/29 0
0 6.9000 10/01/01 10/01/01
R76/H74 6.4000 11/01/01 11/01/01
25 9.9900 .0000 .0000
A 12.9900 6 6
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3072232 10.9900 161,166.00 100
AQUINO MANUEL 10.9900 160,932.47 ZZ
9713 NORTHERN DANCER DRIVE 10.4900 1,533.60 1
16.9900 1,533.60 100
LAS VEGAS NV 89117 16.4900 10/20/99 161,166.00
1209584 .0000 12/01/99 00
100881 .0000 11/01/29 0
0 7.9000 11/01/01 11/01/01
R76/H74 7.4000 12/01/01 12/01/01
25 10.9900 .0000 .0000
A 13.9900 6 6
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3072233 10.7500 118,065.60 100
LUNA ANTHONY 10.7500 117,885.39 ZZ
10169 MILLERS CHASE ROAD 10.2500 1,102.12 1
16.7500 1,102.12 81
LAS VEGAS NV 89123 16.2500 10/29/99 147,054.00
1209691 .0000 12/01/99 00
100913 .0000 11/01/29 0
0 8.1500 11/01/01 11/01/01
1
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25 10.7500 .0000 .0000
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3072235 9.9900 24,750.00 100
BECHTEL MICHAEL 9.9900 24,705.53 ZZ
4118 NORTH DREXEL BLVD UNIT D 9.4900 217.02 1
15.9900 217.02 75
OKLAHOMA CITY OK 73112 15.4900 10/25/99 33,000.00
1209667 .0000 12/01/99 00
100928 .0000 11/01/29 0
0 7.6400 11/01/01 11/01/01
R76/H74 7.1400 12/01/01 12/01/01
25 9.9900 .0000 .0000
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3072240 11.9900 57,900.00 100
CANTU JOSE 11.9900 57,832.58 ZZ
19215 CYPRESS RIVER DR 11.4900 595.12 1
17.9900 595.12 98
KATY TX 77449 17.4900 10/29/99 59,500.00
1209683 .0000 12/01/99 00
101064 .0000 11/01/29 0
0 7.4400 11/01/01 11/01/01
R76/H74 6.9400 12/01/01 12/01/01
25 11.9900 .0000 .0000
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3072242 9.8500 101,915.00 100
CORDOVA CARLOS 9.8500 101,726.49 ZZ
5705 FILMORE STREET 9.3500 883.10 2
15.8500 883.10 85
HOLLYWOOD FL 33021 15.3500 10/27/99 120,000.00
1
1209675 .0000 12/01/99 00
101095 .0000 11/01/29 0
0 7.2500 11/01/01 11/01/01
R76/H74 6.7500 12/01/01 12/01/01
25 9.8500 .0000 .0000
A 12.8500 6 6
360 E 1.0000 1.0000
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3072244 9.9500 94,800.00 100
SMITH MARILYN 9.9500 94,495.79 ZZ
1001 SOUTH PHILLIPPI STREET 9.4500 828.44 1
15.9500 828.44 80
BOISE ID 83705 15.4500 07/15/99 118,500.00
1209394 9.9500 09/01/99 00
22653 9.4500 08/01/29 0
0 7.3500 08/01/01 08/01/01
R76/H74 6.8500 09/01/01 09/01/01
25 9.9500 .0000 .0000
A 12.9500 6 6
360 U 1.0000 1.0000
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3072245 10.2000 236,700.00 100
WINKLE MICHAEL 10.2000 235,979.52 ZZ
10978 W VEGA LANE 9.7000 2,112.28 1
15.9500 2,112.28 90
STAR ID 83669 15.4500 07/16/99 263,000.00
1209402 9.9500 09/01/99 00
22862 9.4500 08/01/29 0
0 7.3500 08/01/01 08/01/01
R76/H74 6.8500 09/01/01 09/01/01
25 10.2000 .0000 .0000
A 13.2000 6 6
360 U 1.0000 1.0000
5.7500 S N .1250
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3072246 9.7500 199,200.00 100
LYONS LISA 9.7500 198,630.91 ZZ
1
6712 ANTHONY AVENUE 9.2500 1,711.44 1
15.7500 1,711.44 80
GARDEN GROVE CA 92845 15.2500 08/06/99 249,000.00
1209477 9.7500 10/01/99 00
22955 9.2500 09/01/29 0
0 7.1500 09/01/01 09/01/01
R76/H74 6.6500 10/01/01 10/01/01
25 9.7500 .0000 .0000
A 12.7500 6 6
360 U 1.0000 1.0000
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3072247 9.9900 123,500.00 100
STRATTON TROY 9.9900 123,164.35 ZZ
1103 NORTH TSCHIRLEY ROAD 9.4900 1,082.89 1
15.9900 1,082.89 95
GREENACRES WA 99016 15.4900 08/03/99 130,000.00
1209469 9.9900 10/01/99 00
23130 9.4900 09/01/29 0
0 6.9900 09/01/01 09/01/01
R76/H74 6.4900 10/01/01 10/01/01
25 9.9900 .0000 .0000
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360 U 1.0000 1.0000
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3072251 11.0500 41,250.00 100
TUBAH JAMES 11.0500 41,191.00 ZZ
600 N. STREEPER STREET 10.5500 394.39 2
17.0500 394.39 75
BALTIMORE MD 21205 16.5500 10/07/99 55,000.00
1209634 11.0500 12/01/99 00
34158 10.5500 11/01/29 0
0 7.4500 11/01/01 11/01/01
R76/H74 6.9500 12/01/01 12/01/01
25 11.0500 .0000 .0000
A 14.0500 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
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N .0000
1
3072252 10.1000 174,000.00 100
CALCARA FRANK 10.1000 173,616.71 ZZ
4701 TRUFFLE LANE 9.6000 1,539.85 1
16.1000 1,539.85 66
OWINGS MILLS MD 21117 15.6000 09/15/99 266,000.00
1209444 10.1000 11/01/99 00
34181 9.6000 10/01/29 0
0 7.5000 10/01/01 10/01/01
R76/H74 7.0000 11/01/01 11/01/01
25 10.1000 .0000 .0000
A 13.1000 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
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3072254 10.3500 64,500.00 100
WILLIAMS FELICIA 10.3500 64,392.69 ZZ
LOT 14 107 C & K DRIVE 9.8500 582.79 1
16.3500 582.79 75
BELTON SC 29627 15.8500 10/07/99 86,000.00
1209642 10.3500 12/01/99 00
34437 9.8500 11/01/29 0
0 7.4500 11/01/01 11/01/01
R76/H74 6.9500 12/01/01 12/01/01
25 10.3500 .0000 .0000
A 13.3500 6 6
360 U 1.0000 1.0000
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3072256 8.9000 162,000.00 100
TURNER BRENDA 8.9000 161,144.17 ZZ
2520 BELLEFIELD COURT 8.4000 1,291.85 1
14.9000 1,291.85 90
FT. WASHINGTON MD 20744 14.4000 09/16/99 180,000.00
1209568 8.9000 11/01/99 00
34487 8.4000 10/01/29 0
0 8.8000 10/01/02 10/01/02
R76/H74 8.3000 11/01/02 11/01/02
25 8.9000 .0000 .0000
A 11.9000 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
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1
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O .0000
3072258 11.6000 160,650.00 100
LEPAGE JOCELYN 11.6000 160,446.18 ZZ
2232 NETTLECREEK DRIVE 11.1000 1,603.17 1
17.6000 1,603.17 92
FORT WAYNE IN 46818 17.1000 10/06/99 174,900.00
1209626 11.6000 12/01/99 00
34756 11.1000 11/01/29 0
0 6.9500 11/01/01 11/01/01
R76/H74 6.4500 12/01/01 12/01/01
25 11.6000 .0000 .0000
A 14.6000 6 6
360 U 1.0000 1.0000
6.0000 S N .1250
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O .0000
3090495 9.8250 93,075.00 100
ARCENEAUX GWENDOLYN 9.8250 92,901.93 ZZ
1352 TALLWOOD DRIVE 9.3250 804.79 1
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BATON ROUGE LA 70816 15.3250 10/20/99 109,500.00
1210194 9.8250 12/01/99 00
17 9.3250 11/01/29 0
0 6.2500 11/01/01 11/01/01
R84/H74 5.7500 12/01/01 12/01/01
45 9.8250 .0000 .0000
A 12.8250 6 6
360 9 1.0000 1.0000
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3098427 10.1250 149,400.00 100
COOPER FLORENCE 10.1250 148,375.47 ZZ
2548 ESMOND AVENUE 9.6250 1,324.92 1
17.1250 1,324.92 90
RICHMOND CA 94804 16.6250 11/06/98 166,000.00
1208966 10.1250 01/01/99 00
72538 9.6250 12/01/28 0
0 6.7500 12/01/00 12/01/00
879/G61 6.2500 01/01/01 01/01/01
25 10.1250 .0000 .0000
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1
360 E 1.0000 1.0000
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3098428 10.8750 330,000.00 100
DUVALL JOSEPH 10.8750 328,608.01 ZZ
9001 HIGHWAY 17 10.3750 3,111.54 1
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SCOTTS VALLEY CA 95066 17.3750 03/22/99 395,000.00
1208974 10.8750 05/01/99 00
88181 10.3750 04/01/29 0
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879/G61 6.3750 05/01/01 05/01/01
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3098429 8.3750 63,750.00 100
WIERINGA ROBERT 8.3750 63,152.00 ZZ
55830 MITCHELL ROAD 7.8750 484.55 1
15.3750 484.55 83
ANZA CA 92539 14.8750 03/26/99 77,000.00
1208982 8.3750 05/01/99 00
95095 7.8750 04/01/29 0
0 6.5000 04/01/01 04/01/01
879/G61 6.0000 05/01/01 05/01/01
25 8.3750 .0000 .0000
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360 E 1.0000 1.0000
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3098430 9.8750 204,000.00 100
VALENZUELA JULIAN 9.8750 203,027.56 ZZ
10670 SIMMERHORN ROAD 9.3750 1,771.44 1
16.8750 1,771.44 85
GALT CA 95632 16.3750 04/23/99 240,000.00
1208990 9.8750 06/01/99 00
98040 9.3750 05/01/29 0
0 6.5000 05/01/01 05/01/01
1
879/G61 6.0000 06/01/01 06/01/01
25 9.8750 .0000 .0000
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360 E 1.0000 1.0000
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3098432 9.5000 234,000.00 100
TITUS RONALD 9.5000 233,053.27 ZZ
9559 WELLINGTON CIRCLE 9.0000 1,967.60 1
16.5000 1,967.60 90
WINDSOR CA 95492 16.0000 06/15/99 260,000.00
1209006 9.5000 08/01/99 00
103294 9.0000 07/01/29 0
0 6.7500 07/01/01 07/01/01
879/G61 6.2500 08/01/01 08/01/01
25 9.5000 .0000 .0000
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3098434 11.8750 119,000.00 100
HARRIS JOSEPH 11.8750 118,747.48 ZZ
9208 MADRONE CIRCLE WEST 11.3750 1,212.62 1
18.8750 1,212.62 92
UNIVERSITY PLA WA 98467 18.3750 07/20/99 130,000.00
1209014 11.8750 09/01/99 23
105814 11.3750 08/01/29 0
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879/G61 6.5000 09/01/01 09/01/01
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3098435 11.0000 96,900.00 100
ORTEGA JOHN 11.0000 96,687.83 ZZ
4775 SOUTH LINCOLN AVENUE 10.5000 922.81 1
18.0000 922.81 85
LOVELAND CO 80537 17.5000 08/20/99 114,000.00
1
1209022 11.0000 10/01/99 00
106787 10.5000 09/01/29 0
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3098436 10.9900 78,400.00 100
HENRY GRANT 10.9900 78,228.01 ZZ
31101 AVENIDA EL PUEBLO 10.4900 746.03 1
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CATHEDRAL CITY CA 92234 17.4900 07/30/99 95,000.00
6024897 10.9900 10/01/99 23
109186 10.4900 09/01/29 0
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879/G61 6.6250 10/01/01 10/01/01
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3106470 7.3750 272,000.00 100
NAMM GARY 7.3750 270,738.92 ZZ
2976 TALON DRIVE 7.1250 1,878.64 1
13.3750 1,878.64 80
CLEARWATER FL 33761 13.1250 08/31/99 340,000.00
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286/286 2.5000 10/01/02 10/01/02
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3106471 7.5000 403,700.00 100
ELLIS BARBARA 7.5000 403,098.92 ZZ
1
1418 W GEORGE ST 7.2500 2,822.73 3
13.5000 2,822.73 62
CHICAGO IL 60657 13.2500 12/06/99 652,000.00
0000643021 .0000 02/01/00 00
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0 2.7500 01/01/03 01/01/03
286/286 2.5000 02/01/03 02/01/03
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3120341 9.5400 42,000.00 100
JAMESON JEREMY 9.5400 41,831.44 ZZ
1515 HARVARD AVENUE 9.0400 354.39 1
15.5400 354.39 70
COLUMBUS OH 43203 15.0400 06/22/99 60,000.00
1210715 9.5400 08/01/99 00
9901538 9.0400 07/01/29 0
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K10/G61 5.5000 08/01/01 08/01/01
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3120345 10.5200 128,000.00 100
BROWN CAROLYN 10.5200 127,635.94 ZZ
1849 SOUTH SAWYER 10.0200 1,172.79 2
16.5200 1,172.79 80
CHICAGO IL 60623 16.0200 07/02/99 160,000.00
1210616 10.5200 09/01/99 00
9901593 10.0200 08/01/29 0
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3120346 12.1400 43,500.00 100
HAMMONDS SUE 12.1400 43,438.45 ZZ
2103 RHODES AVENUE 11.6400 452.14 1
18.1400 452.14 58
WILMINGTON NC 28405 17.6400 09/13/99 75,000.00
1210673 12.1400 11/01/99 00
9901594 11.6400 10/01/29 0
0 6.0000 10/01/01 10/01/01
K10/G61 5.5000 11/01/01 11/01/01
25 12.1400 .0000 .0000
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3120347 10.2900 32,000.00 100
REEZER WENDY 10.2900 31,932.30 ZZ
1895 DEACON 9.7900 287.71 1
16.2900 287.71 51
DETROIT MI 48217 15.7900 09/20/99 63,000.00
1210798 10.2900 11/01/99 00
9901596 9.7900 10/01/29 0
0 6.5000 10/01/01 10/01/01
K10/G61 6.0000 11/01/01 11/01/01
25 10.2900 .0000 .0000
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3120349 7.4900 210,000.00 100
FRIDLEY KENNETH 7.4900 208,886.12 ZZ
92-1503 ALINUI DRIVE #29H 6.9900 1,466.92 1
13.4900 1,466.92 85
KAPOLEI HI 96707 12.9900 07/14/99 248,000.00
1210913 7.4900 09/01/99 00
9901598 6.9900 08/01/29 0
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25 7.4900 .0000 .0000
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3120350 8.8750 205,600.00 100
SANTOS ERNESTINA 8.8750 205,251.63 ZZ
2143 KALLIN AVENUE 8.3750 1,635.85 1
14.8750 1,635.85 80
LONG BEACH CA 90815 14.3750 11/16/99 257,000.00
1210830 8.8750 01/01/00 00
9901599 8.3750 12/01/29 0
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25 8.8750 .0000 .0000
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3120351 10.3900 63,000.00 100
OVIEDO CARLOS 10.3900 62,815.76 ZZ
33 AMERICA STREET 9.8900 571.12 2
16.3900 571.12 75
PROVIDENCE RI 02903 15.8900 06/30/99 84,000.00
1210772 10.3900 09/01/99 00
9901605 9.8900 08/01/29 0
0 6.7500 08/01/01 08/01/01
K10/G61 6.2500 09/01/01 09/01/01
25 10.3900 .0000 .0000
A 13.3900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3120354 11.9900 27,950.00 100
HARDRIDGE LORETTA 11.9900 27,909.07 ZZ
2701 WILLIAMS AVENUE 11.4900 287.29 1
17.9900 287.29 65
MUSKOGEE OK 74401 17.4900 09/29/99 43,000.00
1210699 11.9900 11/01/99 00
9901613 11.4900 10/01/29 0
0 7.7500 10/01/01 10/01/01
K10/G61 7.2500 11/01/01 11/01/01
25 11.9900 .0000 .0000
A 14.9900 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
3120356 12.7400 48,510.00 100
MENDOZA LEONE 12.7400 48,449.92 ZZ
208 WEST 14TH STREET 12.2400 526.78 2
18.7400 526.78 55
HOLLAND MI 49423 18.2400 09/20/99 88,200.00
1210756 12.7400 11/01/99 00
9901626 12.2400 10/01/29 0
0 8.7500 10/01/01 10/01/01
K10/G61 8.2500 11/01/01 11/01/01
25 12.7400 .0000 .0000
A 15.7400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3120362 11.4900 52,000.00 100
GLOVER J. 11.4900 51,897.62 ZZ
161 IVY STREET 10.9900 514.56 2
17.4900 514.56 65
NEW HAVEN CT 06511 16.9900 08/10/99 80,000.00
1210657 11.4900 10/01/99 00
9901645 10.9900 09/01/29 0
0 7.5000 09/01/01 09/01/01
K10/G61 7.0000 10/01/01 10/01/01
25 11.4900 .0000 .0000
A 14.4900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
3120363 9.7400 70,000.00 100
WALKER ERNEST 9.7400 69,799.57 ZZ
129 KELLYVILLE ROAD 9.2400 600.90 1
15.7400 600.90 70
ROCKY POINT NC 28457 15.2400 08/11/99 100,000.00
1210855 9.7400 10/01/99 00
9901646 9.2400 09/01/29 0
0 6.2500 09/01/01 09/01/01
1
K10/G61 5.7500 10/01/01 10/01/01
25 9.7400 .0000 .0000
A 12.7400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 27 0 00/00/00
O .0000
3120364 11.7400 26,600.00 100
BAKER MAYETTA 11.7400 26,567.27 ZZ
405 NORTH 18TH STREET 11.2400 268.30 1
17.7400 268.30 70
MUSKOGEE OK 74401 17.2400 10/15/99 38,000.00
1210574 11.7400 12/01/99 00
9901648 11.2400 11/01/29 0
0 7.0000 11/01/01 11/01/01
K10/G61 6.5000 12/01/01 12/01/01
25 11.7400 .0000 .0000
A 14.7400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
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.0000 05 0 00/00/00
O .0000
3120365 9.2500 194,750.00 100
MALONE ANN 9.2500 194,237.29 ZZ
221 MISTRAL WAY 8.7500 1,602.17 1
15.2500 1,602.17 95
VALLEJO CA 94591 14.7500 09/25/99 205,000.00
1210731 9.2500 11/01/99 00
9901649 8.7500 10/01/29 0
0 6.0000 10/01/01 10/01/01
K10/G61 5.5000 11/01/01 11/01/01
25 9.2500 .0000 .0000
A 12.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
3120368 12.5400 50,000.00 100
CHESTER ROSEDELL 12.5400 49,921.84 ZZ
431 NORTH AVERS AVENUE 12.0400 535.19 1
18.5400 535.19 62
CHICAGO IL 60624 18.0400 08/10/99 81,000.00
1
1210814 12.5400 10/01/99 00
9901654 12.0400 09/01/29 0
0 6.7500 09/01/01 09/01/01
K10/G61 6.2500 10/01/01 10/01/01
25 12.5400 .0000 .0000
A 15.5400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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O .0000
3120369 10.9900 29,250.00 100
WILKERSON_JR DARRELL 10.9900 29,185.79 ZZ
6130 WHEELER STREET 10.4900 278.34 2
16.9900 278.34 80
PHILADELPHIA PA 19142 16.4900 08/27/99 36,570.00
1210871 10.9900 10/01/99 00
9901655 10.4900 09/01/29 0
0 6.7500 09/01/01 09/01/01
K10/G61 6.2500 10/01/01 10/01/01
25 10.9900 .0000 .0000
A 13.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
3120370 11.2400 42,600.00 100
EARNEST DEANNA 11.2400 42,526.53 ZZ
19900 SOUTH YALE AVENUE 10.7400 413.44 1
17.2400 413.44 60
MOUNDS OK 74047 16.7400 09/16/99 71,000.00
1210632 11.2400 11/01/99 00
9901656 10.7400 10/01/29 0
0 6.7500 10/01/01 10/01/01
K10/G61 6.2500 11/01/01 11/01/01
25 11.2400 .0000 .0000
A 14.2400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
3127435 10.5000 49,500.00 100
ALONZO DAWN 10.5000 49,420.26 ZZ
1
11225 COURVILLE 10.0000 452.80 1
17.5000 452.80 75
DETROIT MI 48224 17.0000 10/26/99 66,000.00
1210459 10.5000 12/01/99 00
9703942 10.0000 11/01/29 0
0 7.0000 11/01/02 11/01/02
R49/G61 6.5000 12/01/02 12/01/02
25 10.5000 .0000 .0000
A 13.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3127436 8.5500 105,825.00 100
MARTIN RONALD 8.5500 105,568.45 ZZ
4125 MADELINE WAY 8.0500 817.46 1
15.5500 817.46 85
MODESTO CA 95356 15.0500 10/26/99 124,500.00
1210400 8.5500 12/01/99 00
9704062 8.0500 11/01/29 0
0 6.2000 11/01/01 11/01/01
R49/G61 5.7000 12/01/01 12/01/01
25 8.5500 .0000 .0000
A 11.5500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3127437 9.9000 57,000.00 100
LONG LUCILLE 9.9000 56,895.68 ZZ
119 EAST BRICKLEY AVENUE 9.4000 496.01 1
16.9000 496.01 75
HAZEL PARK MI 48030 16.4000 10/13/99 76,000.00
1210442 9.9000 12/01/99 00
9704067 9.4000 11/01/29 0
0 6.5000 11/01/01 11/01/01
R49/G61 6.0000 12/01/01 12/01/01
25 9.9000 .0000 .0000
A 12.9000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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.0000 5 00 00/00/00
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N .0000
1
3127439 9.9500 183,750.00 100
ROSENBECK RICHARD 9.9500 183,501.48 ZZ
9824 SUMMERFIELD ROAD 9.4500 1,605.75 1
16.9500 1,605.75 75
TEMPERANCE MI 48182 16.4500 10/28/99 245,000.00
1210392 9.9500 01/01/00 00
9704133 9.4500 12/01/29 0
0 7.0000 12/01/01 12/01/01
R49/G61 6.5000 01/01/02 01/01/02
25 9.9500 .0000 .0000
A 12.9500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3127441 10.9400 316,800.00 100
DEMMEL HARRY 10.9400 316,453.51 ZZ
11674 LOS RANCHITOS COURT 10.4400 3,002.61 1
17.9400 3,002.61 90
DUBLIN CA 94568 17.4400 11/11/99 352,000.00
1210418 10.9400 01/01/00 00
9704320 10.4400 12/01/29 0
0 6.2000 12/01/01 12/01/01
R49/G61 5.7000 01/01/02 01/01/02
25 10.9400 .0000 .0000
A 13.9400 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
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O .0000
3132160 10.7500 40,000.00 100
BOYD EUGENE 10.7500 39,875.08 ZZ
7337 SOUTH SOUTH SHORE DRIVE 10.2500 373.39 1
17.7500 373.39 100
CHICAGO IL 60649 17.2500 06/22/99 40,000.00
1210251 .0000 08/01/99 00
991119 .0000 07/01/29 0
0 6.0000 07/01/01 07/01/01
Q22/G61 5.5000 08/01/01 08/01/01
25 10.7500 .0000 .0000
A 13.7500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 06 0 00/00/00
O .0000
3132161 9.7000 233,600.00 100
HARRIS MICHAEL 9.7000 232,690.26 ZZ
133 JUNE LANE 9.2000 1,998.41 1
16.7000 1,998.41 80
LOMBARD IL 60152 16.2000 06/05/99 292,000.00
1210236 .0000 08/01/99 00
991113 .0000 07/01/29 0
0 7.6000 07/01/01 07/01/01
Q22/G61 7.1000 08/01/01 08/01/01
25 9.7000 .0000 .0000
A 12.7000 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
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O .0000
3132162 9.9900 161,000.00 100
RODRIGUEZ ARMANDO 9.9900 160,562.74 ZZ
3510 WEST 59TH STREET 9.4900 1,411.70 2
16.4900 1,411.70 74
CHICAGO IL 60629 15.9900 07/31/99 220,000.00
1210210 .0000 10/01/99 00
991152 .0000 09/01/29 0
0 6.5000 09/01/01 09/01/01
Q22/G61 6.0000 10/01/01 10/01/01
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.5000 1.5000
6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
3132163 8.7500 180,000.00 100
PISCITELLO JOSEPH 8.7500 179,474.59 ZZ
1800 SOUTH LINDEN AVENUE 8.2500 1,416.06 1
14.7500 1,416.06 48
PARK RIDGE IL 60068 14.2500 09/30/99 375,000.00
1210228 .0000 11/01/99 00
991152 .0000 10/01/29 0
0 6.0000 10/01/01 10/01/01
Q22/G61 5.5000 11/01/01 11/01/01
25 8.7500 .0000 .0000
A 11.7500 6 6
1
360 E 1.5000 1.5000
6.0000 S N .1250
.0000 S N .1250
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O .0000
3158974 9.5000 127,500.00 100
APODACA PATRICIA 9.5000 127,050.44 ZZ
483 MADISON AVENUE 9.0000 1,072.09 1
16.5000 1,072.09 85
POMONA CA 91767 16.0000 07/23/99 150,000.00
1211333 9.5000 09/01/99 00
1460001296 9.0000 08/01/29 0
0 6.9500 08/01/02 08/01/02
N67/G61 6.4500 09/01/02 09/01/02
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3158976 9.8750 178,500.00 100
STEWART BRIAN 9.8750 178,003.32 ZZ
2227 HIDDEN ORCHARD COURT 9.3750 1,550.00 1
16.8750 1,550.00 85
INDIANAPOLIS IN 46228 16.3750 08/30/99 210,000.00
1211341 9.8750 10/01/99 00
1460001641 9.3750 09/01/29 0
0 6.9500 09/01/01 09/01/01
N67/G61 6.4500 10/01/01 10/01/01
25 9.8750 .0000 .0000
A 11.8750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3158977 10.7500 106,200.00 100
MORGAN WILLIAM 10.7500 105,954.66 ZZ
36 DEEP ELM ROAD 10.2500 991.36 1
17.7500 991.36 90
PENDLETON KY 40055 17.2500 09/01/99 118,000.00
1211358 10.7500 10/01/99 00
1460001656 10.2500 09/01/29 0
0 6.7500 09/01/01 09/01/01
1
N67/G61 6.2500 10/01/01 10/01/01
25 10.7500 .0000 .0000
A 12.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3158978 11.7500 53,550.00 100
ALEXANDER CLAUDIA 11.7500 53,450.42 ZZ
1303 WOODCLIFF DRIVE 11.2500 540.54 1
18.7500 540.54 85
ATLANTA GA 30350 18.2500 09/10/99 63,000.00
1211366 11.7500 10/01/99 00
1460001713 11.2500 09/01/29 0
0 7.6250 09/01/01 09/01/01
N67/G61 7.1250 10/01/01 10/01/01
25 11.7500 .0000 .0000
A 13.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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3158979 9.7500 190,400.00 100
CATALANO GARY 9.7500 189,751.33 ZZ
4904 CALLE DE ESCUELA 9.2500 1,635.83 1
16.7500 1,635.83 80
SANTA CLARA CA 95054 16.2500 09/16/99 238,000.00
1211374 9.7500 11/01/99 00
1460001769 9.2500 10/01/29 0
0 7.1250 10/01/01 10/01/01
N67/G61 6.6250 11/01/01 11/01/01
25 9.7500 .0000 .0000
A 11.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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3158980 10.5000 225,000.00 100
KARADIMAS GEORGE 10.5000 224,729.42 ZZ
1422 WEST EDGEWATER 10.0000 2,058.16 3
17.5000 2,058.16 75
CHICAGO IL 60660 17.0000 11/20/99 300,000.00
1
1211382 10.5000 01/01/00 00
1460001964 10.0000 12/01/29 0
0 7.0000 12/01/02 12/01/02
N67/G61 6.5000 01/01/03 01/01/03
25 10.5000 .0000 .0000
A 13.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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O .0000
3252060 7.5000 45,000.00 100
O'BRIEN ROBERT 8.5000 37,689.49 ZZ
374 MCFALL ROAD 8.0000 362.52 1
12.5000 394.58 58
APALACHIN NY 13732 12.0000 06/21/93 78,000.00
0800009193 .0000 08/01/93 00
0800009193 .0000 07/01/13 0
0 3.7500 07/01/94 07/01/00
Q72/Q72 3.2500 08/01/94 08/01/00
45 .0000 .0000 .0000
A 9.5000 12 12
240 1 2.0000 2.0000
5.0000 S N .1250
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3252061 6.0000 112,400.00 100
JACKSON JUDY 8.7500 107,081.56 ZZ
4804 OAHU STREET 8.2500 673.90 1
12.0000 872.57 86
CLINTON MD 20735 11.5000 12/19/95 132,000.00
0800769135 .0000 02/01/96 00
0800769135 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
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3252062 5.0000 172,040.00 100
ERRINGTON ELTON 8.7500 161,509.99 ZZ
1
826 SOUTH MAYWOOD STREET 8.2500 923.55 1
12.0000 1,316.08 108
ANAHEIM CA 92805 11.5000 12/20/95 160,000.00
0800769374 .0000 02/01/96 00
0800769374 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
A 6.0000 12 12
360 1 2.0000 2.0000
7.0000 S N .1250
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3252063 7.0000 161,500.00 100
GREEN JAMES 8.7500 154,786.70 ZZ
7115 STANCHION LANE 8.2500 1,074.47 1
12.0000 1,246.48 64
BURKE VA 22015 11.5000 11/30/95 255,000.00
0800769721 .0000 02/01/96 00
0800769721 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
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3252064 6.0000 64,200.00 100
BOWMAN ROBERTA 8.7500 61,186.50 ZZ
17 MAWNEY AVENUE 8.2500 384.92 1
12.0000 498.59 111
WARWICK RI 02889 11.5000 12/22/95 58,000.00
0800769747 .0000 02/01/96 00
0800769747 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
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360 1 2.0000 2.0000
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1
3252065 6.0000 287,500.00 100
MCDOWELL PHILLIP 8.7500 272,330.30 ZZ
21721 JOHNSTONE DRIVE 8.2500 1,723.71 1
12.0000 2,219.12 86
LAKE FOREST CA 92630 11.5000 12/18/95 335,000.00
0800769762 .0000 02/01/96 00
0800769762 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
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360 1 2.0000 2.0000
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3252066 6.0000 287,350.00 100
BOYKOFF DAVID 8.7500 273,210.87 ZZ
20640 MAYALL STREET 8.2500 1,722.81 1
12.0000 2,226.29 109
CHATSWORTH CA 91311 11.5000 12/08/95 265,000.00
0800769796 .0000 02/01/96 00
0800769796 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3252067 6.0000 178,350.00 100
KRUCKENBURG STEVEN 8.7500 168,951.96 ZZ
1100 VIA VISTA DRIVE 8.2500 1,069.30 1
12.0000 1,376.73 112
RIVERSIDE CA 92506 11.5000 12/19/95 160,000.00
0800769804 .0000 02/01/96 00
0800769804 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
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360 1 2.0000 2.0000
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1
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3252068 6.0000 223,000.00 100
MOYER MARK 8.7500 210,602.93 ZZ
7651 LENA AVENUE 8.2500 1,337.00 1
12.0000 1,716.12 121
LOS ANGELES CA 91304 11.5000 12/18/95 185,000.00
0800769812 .0000 02/01/96 00
0800769812 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
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3252069 6.0000 256,550.00 100
SEARS GREGORY 8.7500 246,637.06 ZZ
28095 WEST SHORE ROAD 8.2500 1,538.15 1
12.0000 1,990.22 94
LAKE ARROWHEAD CA 92352 11.5000 12/18/96 275,000.00
0800769911 .0000 02/01/97 00
0800769911 .0000 01/01/27 0
0 2.8750 01/01/98 01/01/01
Q72/Q72 2.3750 02/01/98 02/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
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3252070 6.0000 536,900.00 100
BROWN MICHAEL 8.7500 517,760.11 ZZ
2089 STRADELLA ROAD 8.2500 3,218.99 1
12.0000 4,178.04 83
LOS ANGELES CA 90077 11.5000 12/13/96 650,000.00
0800769929 .0000 02/01/97 00
0800769929 .0000 01/01/27 0
0 2.8750 01/01/98 01/01/01
Q72/Q72 2.3750 02/01/98 02/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
1
360 1 2.0000 2.0000
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3252071 6.0000 257,000.00 100
JONES STEVEN 8.7500 235,752.53 ZZ
26845 BRIDGETON 8.2500 1,540.85 1
12.0000 1,921.06 82
MISSION VIEJO CA 92692 11.5000 12/22/95 315,000.00
0800771081 .0000 02/01/96 00
0800771081 .0000 01/01/26 0
0 2.8750 01/01/97 01/01/01
Q72/Q72 2.3750 02/01/97 02/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3252072 10.0000 165,750.00 100
CARVALHO TERRY 10.0000 163,568.55 ZZ
445A N KAINALU DRIVE 9.5000 1,454.58 1
16.5000 1,454.58 65
KAILUA HI 96734 16.0000 05/28/98 255,000.00
0800090888 10.0000 07/01/98 00
0800090888 9.5000 06/01/28 0
0 7.5000 06/01/00 06/01/00
Q72/Q72 7.0000 07/01/00 07/01/00
25 10.0000 .0000 .0000
A 13.0000 6 6
360 E 1.0000 1.0000
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3252073 10.7500 61,750.00 100
SAUER DANIEL 12.8750 61,092.91 ZZ
1954 J STREET 12.3750 576.43 1
17.2500 674.57 64
SPRINGFIELD OR 97477 16.7500 12/10/97 96,900.00
0800091191 10.7500 02/01/98 00
0800091191 10.2500 01/01/28 0
0 6.7500 01/01/00 07/01/00
1
Q72/Q72 6.2500 02/01/00 08/01/00
25 .0000 .0000 .0000
A 13.7500 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
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3252074 11.1000 57,000.00 100
BOWMAN MCGARNEY 11.1000 56,634.73 ZZ
20833 N W 25TH AVENUE 10.6000 547.14 1
17.1000 547.14 75
MIAMI FL 33056 16.6000 09/21/98 76,000.00
0800094641 11.1000 11/01/98 00
0800094641 10.6000 10/01/28 0
0 7.9000 10/01/01 10/01/01
Q72/Q72 7.4000 11/01/01 11/01/01
25 11.1000 .0000 .0000
A 14.1000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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3252075 10.5000 82,400.00 100
HASSAN SHERYL 10.5000 81,800.81 ZZ
2103 OLD COUNTY ROAD 34TH 10.0000 753.75 1
PLACE 17.0000 753.75 80
BURNSVILLE MN 55337 16.5000 09/30/98 103,000.00
0800096802 10.5000 11/01/98 00
0800096802 10.0000 10/01/28 0
0 6.7500 10/01/00 10/01/00
Q72/Q72 6.2500 11/01/00 11/01/00
25 10.5000 .0000 .0000
A 12.0000 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
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3252076 11.7500 39,200.00 100
DIAZ DEBORAH 11.7500 38,979.95 ZZ
3005 GRANT AVENUE 11.2500 395.69 1
18.2500 395.69 70
EL PASO TX 79930 17.7500 09/15/98 56,750.00
1
0800097081 11.7500 11/01/98 00
0800097081 11.2500 10/01/28 0
0 6.7500 10/01/00 10/01/00
Q72/Q72 6.2500 11/01/00 11/01/00
25 11.7500 .0000 .0000
A 13.2500 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
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3252077 10.7500 30,400.00 100
TODD TONY 10.7500 30,190.55 ZZ
4807 THE PLAZA UNIT#163 10.2500 283.78 1
17.2500 283.78 75
CHARLOTTE NC 28215 16.7500 10/02/98 41,000.00
0800097107 10.7500 11/01/98 00
0800097107 10.2500 10/01/28 0
0 6.7500 10/01/00 10/01/00
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25 10.7500 .0000 .0000
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360 E 1.0000 1.0000
6.5000 S N .1250
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3252078 10.3000 95,200.00 100
SHORT BRENDA 10.3000 94,435.43 ZZ
1338 SOUTH FAIRFIELD AVENU 9.8000 856.63 1
16.3000 856.63 80
CHICAGO IL 60608 15.8000 08/07/98 119,000.00
0800099095 10.3000 10/01/98 00
0800099095 9.8000 09/01/28 0
0 6.7500 09/01/00 09/01/00
Q72/Q72 6.2500 10/01/00 10/01/00
25 10.3000 .0000 .0000
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360 E 1.0000 1.0000
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3252079 13.5000 151,000.00 100
HYUN DONG 13.5000 150,425.97 ZZ
1
2 OXFORD CIRCLE 13.0000 1,729.58 1
19.5000 1,729.58 65
BROOMALL PA 19008 19.0000 09/11/98 233,000.00
0800101115 13.5000 11/01/98 00
0800101115 13.0000 10/01/28 0
0 8.5000 10/01/00 10/01/00
Q72/Q72 8.0000 11/01/00 11/01/00
25 13.5000 .0000 .0000
A 16.5000 6 6
360 E 1.0000 1.0000
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3252080 10.9500 64,000.00 100
JAIPAL KALOWATI 10.9500 63,579.25 ZZ
1626 ROSALIND STREET 10.4500 607.07 1
16.9500 607.07 80
SACRAMENTO CA 95838 16.4500 11/15/98 80,000.00
0800101628 10.9500 01/01/99 00
0800101628 10.4500 12/01/28 0
0 6.9500 12/01/00 12/01/00
Q72/Q72 6.4500 01/01/01 01/01/01
25 10.9500 .0000 .0000
A 13.9500 6 6
360 E 1.0000 1.0000
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3252081 10.8750 326,250.00 100
MALAVARCA OSCAR 10.8750 323,761.94 ZZ
6 TRAFALGAR DRIVE 10.3750 3,076.18 1
16.8750 3,076.18 75
LIVINGSTON NJ 07960 16.3750 08/21/98 440,000.00
0800101651 10.8750 10/01/98 00
0800101651 10.3750 09/01/28 0
0 8.1250 09/01/00 09/01/00
Q72/Q72 7.6250 10/01/00 10/01/00
25 10.8750 .0000 .0000
A 11.8750 6 6
360 E 1.0000 1.0000
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1
3252082 10.0000 58,410.00 100
ALBIAR LETICIA 10.0000 57,794.47 ZZ
2445 LOYCE DRIVE 9.5000 512.59 1
16.0000 512.59 90
MESQUITE TX 75149 15.5000 06/04/98 65,000.00
0800101743 10.0000 07/01/98 00
0800101743 9.5000 06/01/28 0
0 7.2500 06/01/00 06/01/00
Q72/Q72 6.7500 07/01/00 07/01/00
25 10.0000 .0000 .0000
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360 E 1.0000 1.0000
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3252083 11.6000 130,000.00 100
GARLISS JOSEPH 14.6000 128,754.65 ZZ
11700 COASTAL HIGHWAY UN-T140 14.1000 1,297.31 1
17.6000 1,594.95 65
OCEAN CITY MD 21842 17.1000 11/03/97 200,000.00
0800103699 11.6000 01/01/98 00
0800103699 11.1000 12/01/27 0
0 8.6500 12/01/99 06/01/00
Q72/Q72 8.1500 01/01/00 07/01/00
25 .0000 .0000 .0000
A 14.6000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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3252084 11.8000 95,200.00 100
ALBRECHT GEORGE 11.8000 94,792.76 ZZ
25 SOUTH FRANKLIN STREET 11.3000 964.61 1
18.3000 964.61 70
NEW BUFFALO MI 49117 17.8000 01/12/99 136,000.00
0800779027 11.8000 03/01/99 00
0800779027 11.3000 02/01/29 0
0 8.8000 02/01/01 02/01/01
Q72/Q72 8.3000 03/01/01 03/01/01
25 11.8000 .0000 .0000
A 14.8000 6 6
360 E 1.5000 1.5000
6.5000 S N .1250
.0000 S N .1250
1
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3252085 11.9900 48,400.00 100
STEFFEN BRECK 11.9900 48,100.88 ZZ
765 MINNEHAHA AVE W 11.4900 497.48 1
18.4900 497.48 58
ST PAUL MN 55104 17.9900 10/05/98 84,000.00
0800779209 11.9900 11/01/98 00
0800779209 11.4900 10/01/28 0
0 7.7500 10/01/00 10/01/00
Q72/Q72 7.2500 11/01/00 11/01/00
25 11.9900 .0000 .0000
A 14.9900 6 6
360 E 1.5000 1.5000
6.5000 S N .1250
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3252086 9.5000 52,000.00 100
WEAVER MICHAEL 9.5000 51,357.41 ZZ
7713 S. KING DRIVE 9.0000 437.25 1
15.5000 437.25 74
CHICAGO IL 60619 15.0000 03/25/98 71,000.00
0899002240 9.5000 05/01/98 00
0899002240 9.0000 04/01/28 0
0 5.5000 04/01/00 04/01/00
Q72/Q72 5.0000 05/01/00 05/01/00
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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3252087 9.1250 260,000.00 100
FONTANELLE RORY 9.1250 256,536.61 ZZ
11914 DORAL AVENUE 8.6250 2,115.45 1
15.1250 2,115.45 80
LOS ANGELES CA 91326 14.6250 03/03/98 325,000.00
0899002570 9.1250 05/01/98 00
0899002570 8.6250 04/01/28 0
0 5.0000 04/01/00 04/01/00
Q72/Q72 4.5000 05/01/00 05/01/00
25 9.1250 .0000 .0000
A 12.1250 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
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3252088 10.8750 73,500.00 100
MCDUFFEY RON 10.8750 72,710.89 ZZ
1851 HILLPOINTE ROAD #1924 10.3750 693.03 1
16.8750 692.36 75
HENDERSON NV 89014 16.3750 02/11/98 98,000.00
0899002638 10.8750 04/01/98 00
0899002638 10.3750 03/01/28 0
0 6.3750 03/01/00 09/01/00
Q72/Q72 5.8750 04/01/00 10/01/00
25 .0000 .0000 .0000
A 13.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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3252089 10.2500 160,650.00 100
TOGNAZZINI VICTOR 10.2500 158,863.87 ZZ
4650 BASQUE DRIVE 9.7500 1,439.59 1
16.2500 1,439.59 85
SANTA MARIA CA 93455 15.7500 02/12/98 189,000.00
0899002646 10.2500 04/01/98 00
0899002646 9.7500 03/01/28 0
0 6.1250 03/01/00 09/01/00
Q72/Q72 5.6250 04/01/00 10/01/00
25 .0000 .0000 .0000
A 13.2500 6 6
360 E 1.0000 1.0000
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3252090 8.2500 73,500.00 100
MORALES ANTONIA 8.2500 72,915.83 ZZ
903 E. 3RD STREET 7.7500 552.18 1
15.2500 552.18 70
CLE ELUM WA 98922 14.7500 02/19/99 105,000.00
0899005946 8.2500 04/01/99 00
0899005946 7.7500 03/01/29 0
0 5.2500 03/01/02 03/01/02
1
Q72/Q72 4.7500 04/01/02 04/01/02
25 8.2500 .0000 .0000
A 11.2500 6 6
360 E 1.5000 1.5000
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3252091 9.9500 144,000.00 100
BATTON JAMES 9.9500 142,976.03 ZZ
1881 W. JAMIE WAY 9.4500 1,258.39 1
16.9500 1,258.39 90
RIVERTON UT 84065 16.4500 11/20/98 160,000.00
0899005953 9.9500 01/01/99 00
0899005953 9.4500 12/01/28 0
0 7.4500 12/01/01 12/01/01
Q72/Q72 6.9500 01/01/02 01/01/02
25 9.9500 .0000 .0000
A 12.9500 6 6
360 E 1.5000 1.5000
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3252092 9.6500 118,500.00 100
JULIUS BARBARA 9.6500 117,539.88 ZZ
1106 S 770 W 9.1500 1,009.41 1
16.6500 1,009.41 75
PROVO UT 84601 16.1500 10/06/98 158,000.00
0899005961 9.6500 12/01/98 00
0899005961 9.1500 11/01/28 0
0 6.1500 11/01/00 11/01/00
Q72/Q72 5.6500 12/01/00 12/01/00
25 9.6500 .0000 .0000
A 12.6500 6 6
360 E 1.5000 1.5000
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3252093 10.5000 52,500.00 100
BOWE BENJAMIN 12.8750 52,145.87 ZZ
1020 BUSH STREET 12.3750 480.24 1
16.5000 574.58 75
RED WING MN 55066 16.0000 07/27/98 70,000.00
1
0899003123 10.5000 09/01/98 00
0899003123 10.0000 08/01/28 0
0 6.7500 02/01/99 08/01/00
Q72/Q72 6.2500 03/01/99 09/01/00
45 .0000 .0000 .0000
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360 9 1.0000 1.0000
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3252094 8.8500 30,800.00 100
MUNOZ MILLOW 11.6250 30,238.72 ZZ
3849 N. 28TH STREET 11.1250 244.51 1
15.8500 306.84 97
MILWAUKEE WI 53216 15.3500 11/01/96 32,000.00
0800007130 8.8500 01/01/97 00
0800007130 8.3500 12/01/26 0
0 5.5000 06/01/97 06/01/00
Q72/Q72 5.0000 07/01/97 07/01/00
45 .0000 .0000 .0000
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360 9 1.5000 1.5000
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3252095 12.7500 41,300.00 100
KING TIMOTHY 12.7500 41,066.16 ZZ
611 YOUNG STREET 12.2500 448.81 1
19.2500 448.81 70
MIDDLETOWN OH 45044 18.7500 05/30/98 59,000.00
0800094922 12.7500 07/01/98 00
0800094922 12.2500 06/01/28 0
0 7.6250 06/01/00 06/01/00
Q72/Q72 7.1250 07/01/00 07/01/00
45 12.7500 .0000 .0000
A 15.7500 6 6
360 9 1.5000 1.5000
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3252096 10.6250 52,000.00 100
CLARK AUBURN 12.6250 51,246.77 ZZ
1
9300 SHEFFIED AVE 12.1250 480.54 1
17.6250 558.68 80
DYER IN 46311 17.1250 03/17/97 65,000.00
0800095606 10.6250 05/01/97 00
0800095606 10.1250 04/01/27 0
0 7.0000 10/01/97 04/01/00
Q72/Q72 6.5000 11/01/97 05/01/00
45 .0000 .0000 .0000
A 12.1250 6 6
360 9 1.0000 1.0000
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3252097 11.0000 151,500.00 100
FOLEY TERRIANN 12.7500 150,443.71 ZZ
35 CIRCLE ROAD 12.2500 1,442.77 1
17.0000 1,643.67 71
NORWALK CT 06854 16.5000 06/25/98 215,000.00
0800097636 11.0000 08/01/98 00
0800097636 10.5000 07/01/28 0
0 6.7500 01/01/99 07/01/00
Q72/Q72 6.2500 02/01/99 08/01/00
45 .0000 .0000 .0000
A 12.0000 6 6
360 9 1.0000 1.0000
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3252098 11.5000 60,000.00 100
EATON CLIFFORD 12.0000 58,816.39 ZZ
200 WILLARD AVENUE 11.5000 594.17 1
18.5000 616.36 75
RICHMOND CA 94801 18.0000 12/12/95 80,000.00
0800097651 11.5000 02/01/96 00
0800097651 11.0000 01/01/26 0
0 6.0000 07/01/96 07/01/00
Q72/Q72 5.5000 08/01/96 08/01/00
45 .0000 .0000 .0000
A 13.0000 6 6
360 9 1.5000 1.5000
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1
3252099 10.1000 26,700.00 100
CAGLEY RICHARD 10.1000 25,500.93 ZZ
361 GRANDVIEW LANE 9.6000 288.56 1
17.1000 288.56 60
LINCOLNTON NC 28092 16.6000 09/09/98 44,500.00
0800102725 10.1000 11/01/98 00
0800102725 9.6000 10/01/13 0
0 6.7500 10/01/00 10/01/00
Q72/Q72 6.2500 11/01/00 11/01/00
45 10.1000 .0000 .0000
A 13.1000 6 6
180 9 1.5000 1.5000
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3252100 9.8300 42,750.00 100
BEASLEY THERESE 9.8300 42,392.99 ZZ
4107 NEWPORT AVENUE 9.3300 369.80 1
16.8300 369.80 74
OMAHA NE 68112 16.3300 09/18/98 58,000.00
0800103137 9.8300 11/01/98 00
0800103137 9.3300 10/01/28 0
0 5.9500 10/01/00 10/01/00
Q72/Q72 5.4500 11/01/00 11/01/00
45 9.8300 .0000 .0000
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360 9 1.5000 1.5000
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3252101 10.3200 119,600.00 100
CISNEROS JOSE 10.3200 118,511.96 ZZ
6206 SPECHT AVENUE 9.8200 1,077.97 1
17.3200 1,077.97 65
BELL GARDENS CA 90251 16.8200 10/09/98 184,000.00
0800105033 10.3200 12/01/98 00
0800105033 9.8200 11/01/28 0
0 5.3000 11/01/00 11/01/00
Q72/Q72 4.8000 12/01/00 12/01/00
45 10.3200 .0000 .0000
A 13.3200 6 6
360 9 1.5000 1.5000
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.0000 S N .1250
1
.0000 5 00 00/00/00
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3252102 13.4700 43,500.00 100
BRAGG MARY 13.4700 43,344.22 ZZ
6213 SOUTHWEST 18 STREET 12.9700 497.23 1
20.4700 497.23 58
MIRAMAR FL 33023 19.9700 10/26/98 76,000.00
0800105256 13.4700 12/01/98 00
0800105256 12.9700 11/01/28 0
0 7.0000 11/01/00 11/01/00
Q72/Q72 6.5000 12/01/00 12/01/00
45 13.4700 .0000 .0000
A 16.4700 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
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3252103 11.5000 55,000.00 100
GALLEGOS LISA 11.5000 54,677.13 ZZ
4441 WEST 4865 SOUTH 11.0000 544.66 1
17.5000 544.66 61
SALT LAKE CITY UT 84118 17.0000 09/11/98 91,000.00
0800771974 11.5000 11/01/98 00
0800771974 11.0000 10/01/28 0
0 7.5000 10/01/00 10/01/00
Q72/Q72 7.0000 11/01/00 11/01/00
45 11.5000 .0000 .0000
A 14.5000 6 6
360 9 1.0000 1.0000
6.0000 S U .1250
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3252104 10.3800 28,000.00 100
DUNN ADRIAN 10.3800 27,856.25 ZZ
911 SOUTH BEACON 9.8800 253.62 1
17.3800 253.62 70
MUNCIE IN 47302 16.8800 02/26/99 40,000.00
0800772303 10.3800 04/01/99 00
0800772303 9.8800 03/01/29 0
0 6.0500 03/01/01 03/01/01
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45 10.3800 .0000 .0000
A 13.3800 6 6
1
360 9 1.5000 1.5000
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3252105 13.7200 48,750.00 100
CARSON DOUGLAS 13.7200 48,478.81 ZZ
61 AUGUSTA STREET 13.2200 566.84 1
20.7200 566.84 61
IRVINGTON NJ 07111 20.2200 11/24/98 80,000.00
0800778987 13.7200 01/01/99 00
0800778987 13.2200 12/01/28 0
0 7.0000 12/01/00 12/01/00
Q72/Q72 6.5000 01/01/01 01/01/01
45 13.7200 .0000 .0000
A 16.7200 6 6
360 9 1.5000 1.5000
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3252106 9.5000 98,100.00 100
WILLIAMS CRAIG 9.5000 97,538.04 ZZ
11380 ARNOLD 9.0000 824.88 1
16.5000 824.88 90
REDFORD TWP MI 48239 16.0000 03/29/99 109,000.00
0800779779 9.5000 05/01/99 00
0800779779 9.0000 04/01/29 0
0 5.2500 04/01/01 04/01/01
Q72/Q72 4.7500 05/01/01 05/01/01
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252107 10.3750 69,700.00 100
DUFFIELD JEFFREY 10.3750 69,114.21 ZZ
TRACT 5 KEYS BRANCH ROAD 1 9.8750 631.07 1
17.3750 631.07 80
NUNNELLY TN 37137 16.8750 07/17/98 88,000.00
0899001507 10.3750 09/01/98 00
0899001507 9.8750 08/01/28 0
0 7.0000 08/01/00 08/01/00
1
Q72/Q72 6.5000 09/01/00 09/01/00
25 10.3750 .0000 .0000
A 11.8750 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 27 0 00/00/00
O .0000
3252108 10.5000 133,400.00 100
JOHNSON SAMMY 10.5000 132,246.85 ZZ
21295 RIDGEVIEW DR 10.0000 1,220.26 1
16.5000 1,220.26 71
SONORA CA 95370 16.0000 06/18/98 188,000.00
0899002778 10.5000 08/01/98 00
0899002778 10.0000 07/01/28 0
0 6.9900 07/01/00 07/01/00
Q72/Q72 6.4900 08/01/00 08/01/00
45 10.5000 .0000 .0000
A 11.5000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252109 7.2500 297,000.00 100
KRAFT PHILLIP 10.2500 293,147.00 ZZ
1941 MASSACHUSETTS 9.7500 2,026.06 1
13.2500 2,650.28 59
LAWRENCE KS 66046 12.7500 07/27/98 510,000.00
0899003115 7.2500 09/01/98 00
0899003115 6.7500 08/01/28 0
0 7.1250 02/01/99 08/01/00
Q72/Q72 6.6250 03/01/99 09/01/00
45 .0000 .0000 .0000
A 8.2500 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252110 11.0000 73,600.00 100
NESTELROAD SHERYL 11.0000 73,108.22 ZZ
1313 CORTLAND ROAD WEST 10.5000 700.91 1
17.0000 700.91 80
CHARLOTTE NC 28209 16.5000 09/04/98 92,000.00
1
0899003537 11.0000 11/01/98 00
0899003537 10.5000 10/01/28 0
0 7.1250 10/01/01 10/01/01
Q72/Q72 6.6250 11/01/01 11/01/01
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252111 13.9900 36,000.00 100
BEERS CONNIE 13.9900 35,885.17 ZZ
128 N 28TH STREET 13.4900 426.27 1
19.9900 426.27 60
HARRISBURG PA 17109 19.4900 10/22/98 60,000.00
0899004006 13.9900 12/01/98 00
0899004006 13.4900 11/01/28 0
0 7.1250 11/01/01 11/01/01
Q72/Q72 6.6250 12/01/01 12/01/01
45 13.9900 .0000 .0000
A 16.9900 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252112 10.0000 108,800.00 100
FURR JIMMY 10.0000 107,527.45 ZZ
10901 E 97TH ST N 9.5000 954.80 1
16.0000 954.80 80
OWASSO OK 74055 15.5000 08/21/98 136,000.00
0899004691 10.0000 10/01/98 00
0899004691 9.5000 09/01/28 0
0 7.1250 09/01/01 09/01/01
Q72/Q72 6.6250 10/01/01 10/01/01
45 10.0000 .0000 .0000
A 13.0000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252113 11.0000 195,000.00 100
BOBADILLA SALVADOR 11.0000 193,479.09 ZZ
1
6727 EAST PAGEANTRY STREET 10.5000 1,857.03 1
17.0000 1,857.03 75
LONG BEACH CA 90808 16.5000 08/25/98 260,000.00
0899004865 11.0000 10/01/98 00
0899004865 10.5000 09/01/28 0
0 7.1250 09/01/01 09/01/01
Q72/Q72 6.6250 10/01/01 10/01/01
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3252114 12.0000 49,600.00 100
WILLIS EDWARD 12.0000 49,338.48 ZZ
4627 BOWLEYS LANE 11.5000 510.19 1
18.0000 510.19 73
BALTIMORE MD 21206 17.5000 09/09/98 68,000.00
0899005037 12.0000 11/01/98 00
0899005037 11.5000 10/01/28 0
0 7.1250 10/01/01 10/01/01
Q72/Q72 6.6250 11/01/01 11/01/01
45 12.0000 .0000 .0000
A 15.0000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 417
TOTAL ORIGINAL BALANCE : 59,463,927.52
TOTAL PRINCIPAL BALANCE : 55,021,828.64
TOTAL ORIGINAL P+I : 461,150.07
TOTAL CURRENT P+I : 469,666.17
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below. Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan pursuant to the Pooling and Servicing
Agreement."
- ---------------------------
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [] Promissory Note
[] Primary Insurance Policy
[] Mortgage or Deed of Trust
[] Assignment(s) of Mortgage or
Deed of Trust
[] Title Insurance Policy
[] Other:
------------------------
- -------------------- --------------------
Name Date
- --------------------
Title
G-1
<PAGE>
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) :ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is a Director of _________________ (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
2000-RS1, Class R-I, Class R-II and Class R-III (collectively, the "Class R
Certificates"), (the "Owner"), a corporation duly organized and existing under
the laws of the State of Delaware, on behalf of which he/she makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be, as of March 28,
2000, a "disqualified organization" within the meaning of Section 860E(e)(5) of
the Internal Revenue Code of 1986, as amended (the "Code") or an "electing large
partnership" within the meaning of Section 775 of the Code, (ii) will endeavor
to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates,
and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed
on transfers of Class R Certificates to disqualified organizations under the
Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
H-1-1
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(g) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clause (iii)(A) and (iii)(B) of Section 5.02(g) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(g)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any
of the Class R Certificates by the Owner is or will be to impede the assessment
or collection of any tax.
11. That the Owner has no present knowledge or expectation that
it will be unable to pay any United States taxes owed by it so long as any of
the Certificates remain outstanding. In this regard, the Owner hereby represents
to and for the benefit of the person from whom it acquired the Class R
Certificates that the Owner intends to pay taxes associated with holding such
Class R Certificates as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificates.
12. That the Owner has no present knowledge or expectation that
it will become insolvent or subject to a bankruptcy proceeding for so long as
any of the Class R Certificates remain outstanding.
H-1-2
<PAGE>
13. The Owner is a citizen or resident of the United States, a
corporation, partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof (except, in the case of a partnership, to the extent
provided in regulations), an estate or trust whose income from sources without
the United States is includable in gross income for United States federal income
tax purposes regardless of its connection with the conduct of a trade or
business within the United States, or a trust other than a "foreign trust" as
defined in Section 7701(a)(31) of the Code
14. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Depositor, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or
(b) The Owner will provide the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants
to, and covenants with, the Depositor, the Trustee and the Master Servicer that
the Owner will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a) or (b)
above.
Capitalized terms used but not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement.
H-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
a [Title of Officer] and its corporate seal to be hereunto attached, attested by
a [Assistant] Secretary, this _____ day of _________, 20___.
[NAME OF OWNER]
By:_________________________
Name: [Name of Officer]
Title: [Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proven to me to be the same person who executed the foregoing
instrument and to be a [Title of Officer] of the Owner, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ______ day of _________,
20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the _____ day
of ____________, 19____.
<PAGE>
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
---------------, -----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2000-RS1,
Class R-I, Class R-II and Class R-III
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer
by ________________ (the "Seller") to _______________________ (the "Purchaser")
of $ ___________ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RS1, Class R-I, Class R-II and Class
R-III (the "Class R Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2000, among Residential Asset Mortgage Products, Inc., as depositor (the
"Depositor"), Residential Funding Corporation, as master servicer and Bank One,
National Association, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income
H-2-1
<PAGE>
tax purposes (and the Seller may continue to be liable for United States income
taxes associated therewith) unless the Seller has conducted such an
investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
H-2-2
<PAGE>
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
-------------------, ------
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-RS1, [Class R-I, R-II and R-III]
[Class SB-I and SB-II]
Ladies and Gentlemen:
_________________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass- Through Certificates, Series 2000-RS1, [Class
R-I, R-II and R-III][Class SB-I and SB-II] (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2000 among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer
and Bank One, National Association, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Depositor and the Trustee that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Depositor is not required to so register
or qualify the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the provisions of
the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
I-1
<PAGE>
3. The Purchaser is (a) a substantial, sophisticated
[institutional] investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ________________, ____, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Depositor as has been requested by the
Purchaser from the Depositor or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Depositor or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Depositor solely
for use in connection with the Original Sale and the Depositor
did not participate in or facilitate in any way the purchase of
the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and not
to the Depositor with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a)
error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized
or will it authorize any person to (a) offer, pledge, sell,
dispose of or otherwise transfer any Certificate, any interest in
any Certificate or any other similar security to any person in
any manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of (a)
through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
I-2
<PAGE>
Very truly yours,
(Seller)
By:
Name:
Title:
I-3
<PAGE>
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
----------------, -----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Series 2000-RS1
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-RS1, [Class R-I, R-II and R-III]
[Class SB-I and SB-II]
Ladies and Gentlemen:
In connection with the sale by __________ (the "Seller") to
______________ (the "Purchaser") of $____________ Initial Certificate Principal
Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2000-RS1,
[Class R-I, R-II and R-III][Class SB-I and SB-II] (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of March 1, 2000 among Residential Asset Mortgage
Products, Inc., as depositor (the "Depositor"), Residential Funding Corporation,
as master servicer, and Bank One, National Association, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
J-1
<PAGE>
Very truly yours,
(Seller)
By:
Name:
Title:
J-2
<PAGE>
EXHIBIT K
Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(c) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(c), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class R Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class R
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class R Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior
to the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) __________ minus the sum of (i) all previous
K-1
<PAGE>
payments made under subsections (a) and (b) hereof and (ii) all draws under the
Limited Guaranty made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding Certificate Principal Balances of the Class R
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent counsel) to the
effect that obtaining such substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class R Certificates below the
lesser of (a) the then-current rating assigned to the Class R Certificates by
such rating agency and (b) the original rating assigned to the Class R
Certificates by such rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section shall be
accompanied by a written Opinion of Counsel to the substitute guarantor or
obligor, addressed to the Master Servicer and the Trustee, that such substitute
K-2
<PAGE>
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Depositor, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XI may be amended in any manner; in each case by
written instrument executed or consented to by the Depositor and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Depositor shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class R Certificates at the request of the
Depositor to the effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class R Certificates below the lesser of (a)
the then-current rating assigned to the Class R Certificates by such rating
agency and (b) the original rating assigned to the Class R Certificates by such
rating agency, unless (A) the Holder of 100% of the Class R Certificates is
Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with
Section 11.01(e) and, provided further that the Depositor obtains, in the case
of a material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
K-3
<PAGE>
EXHIBIT L
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-RS1
____________________, 20___
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of March 1, 2000 (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and Bank One, National Association (the "Trustee") as amended by Amendment No. 1
thereto, dated as of _________, with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RS1 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class R
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect
to the ability of Residential Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained
and certain other good and valuable consideration, the receipt of which is
hereby acknowledged, GMAC agrees as follows:
Provision of Funds. (a) GMAC agrees to contribute and deposit in
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential Funding
to perform
L-1
<PAGE>
its Subordinate Certificate Loss Obligation when and as the same arises from
time to time upon the demand of the Trustee in accordance with Section 11.01 of
the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Depositor and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
L-2
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:_____________________
Name:__________________
Title:___________________
Acknowledged by:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:___________________
Name:________________
Title:_________________
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
By:___________________
Name:________________
Title:_________________
L-3
<PAGE>
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
----------------, ----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment
by __________________ (the "Trustee") to ___________________ (the "Lender") of
__________________ (the "Mortgage Loan") pursuant to Section 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 1, 2000, among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior
to such proposed assignment; and
(iv) such assignment is at the request of the borrower under
the related Mortgage Loan.
M-1
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
M-2
<PAGE>
EXHIBIT N
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
=========================================
=========================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to and covenants with the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of February 1, 2000 among
Residential Funding Corporation, as Master Servicer, Residential Asset Mortgage
Products, Inc., as Depositor and Bank One, National Association, as trustee,
pursuant to Section 5.02 of the Agreement, as follows:
a. The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any
state.
b The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in
N-1
<PAGE>
the Rule 144A Securities or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that
would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it authorize any person to
act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed either
of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. The Buyer is aware that the sale to it is being made in
reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities
for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
1933 Act.
[3. Reserved]
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
N-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
- ------------------ --------------------
Print Name of Seller Print Name of Buyer
By:________________ By:_________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No:__________________ No:__________________
Date:__________________ Date:__________________
N-3
<PAGE>
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $____________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
____ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
____ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking and
is supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.
____ Insurance Depositor. The Buyer is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or
territory or the District of Columbia.
N-4
<PAGE>
____ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions,
for the benefit of its employees.
____ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
____ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
____ SBIC. The Buyer is a Small Business Investment Company licensed
by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958.
____ Business Development Depositor. The Buyer is a business
development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.
____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or
its political subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement
accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
N-5
<PAGE>
____ ____ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
-----------------------------
Print Name of Buyer
By: ___________________
Name:
Title:
Date: ______________________
N-6
<PAGE>
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in
the aggregate $_________________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the statements made herein because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition, the Buyer will only purchase for
the Buyer's own account.
N-7
<PAGE>
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
---------------------
Print Name of Buyer
By:__________________
Name:
Title:
IF AN ADVISER:
------------------------
Print Name of Buyer
Date: __________________
N-8
<PAGE>
EXHIBIT O
FORM OF ERISA LETTER
--------------, ----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 2000-RS1
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-RS1
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
2000-RS1, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2000 among Residential Asset Mortgage Products, Inc., as the company (the
"Depositor"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and Bank One, National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Depositor, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee benefit or
other plan subject to the prohibited transaction provisions of
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee
of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan
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within the meaning of the Department of Labor ("DOL") regulation
at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser has provided the Trustee, the
Depositor and the Master Servicer with an opinion of counsel
acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Master Servicer to the effect that
the purchase of Certificates is permissible under applicable law,
will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not
subject the Trustee, the Depositor or the Master Servicer to any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
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EXHIBIT P
CERTIFICATE GUARANTY INSURANCE POLICY
Attached to and forming part Effective Date of Endorsement:
of Policy No. AB0349BE March 28, 2000
issued to:
Bank One, National Association, as Trustee on behalf of, and for the benefit of
the Holders of, the Mortgage Asset- Backed Pass-Through Certificates, Series
2000-RS1, Class A Certificates, as Issued pursuant to the Agreement
For all purposes of this Policy, the following terms shall have the
following meanings:
"Agreement" shall mean the Pooling and Servicing Agreement, dated as of
March 1, 2000, among Residential Asset Mortgage Products, Inc., as Depositor,
Residential Funding Corporation, as Master Servicer, and the Trustee, as
Trustee, without regard to any amendment or supplement thereto unless such
amendment or supplement has been approved in writing by the Insurer.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement or the Insurer is
located are authorized or obligated by law or executive order to close.
"Deficiency Amount" shall mean, with respect to the Class A
Certificates, as of any Distribution Date (i) any shortfall in amounts available
in the Certificate Account to pay one month's interest for the related Interest
Accrual Period on the Certificate Principal Balance of the Class A Certificates
at the then applicable Pass-Through Rate, net of any interest shortfalls
relating to Deferred Interest, the Relief Act, Prepayment Interest Shortfalls
and Basis Risk Shortfalls allocated to the Class A Certificates, (ii) the
principal portion of any Realized Losses allocated to the Class A Certificates
with respect to such Distribution Date and (iii) the Certificate Principal
Balance of the Class A Certificates to the extent unpaid on the Final
Distribution Date or earlier termination of the Trust Fund pursuant to the terms
of the Agreement.
"Due for Payment" shall mean, with respect to any Insured amounts, such
amount that is due and payable under the Agreement on the related Distribution
Date.
"Final Distribution Date" shall mean the Distribution Date in
___________ 2030.
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"First Distribution Date" shall mean March 27, 2000.
"Holder" shall mean any person who is the registered owner or beneficial
owner of any of the Class A Certificates and who, on the applicable Distribution
Date, is entitled under the terms of the Class A Certificates to payment
thereunder.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time), dated as of
February 24, 2000, by and among the Insurer, Residential Funding Corporation, as
Seller of the Mortgage Loans to the Depositor and as Master Servicer, the
Depositor and Bank One, National Association, as Trustee.
"Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance together with each and every endorsement hereto.
"Insured Amounts" shall mean, with respect to any Distribution Date, the
Deficiency Amount for such Distribution Date.
"Insured Obligations" shall mean the Class A Certificates.
"Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.
"Insurer" shall mean Ambac Assurance Corporation, or any successor
thereto, as issuer of the Insurance Policy.
"Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per amurn rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.), and (ii)
the then applicable highest rate of interest on the Class A Certificates and (b)
the maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days for any Distribution Date
"Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount which is Due for Payment but has not been and will not be paid in
respect of such Distribution Date pursuant to the Agreement.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail from the Trustee specifying the Insured Amount which shall be due
and owing on the applicable Distribution Date.
"Premium Percentage" shall have the meaning set forth in the Insurance
Agreement.
"Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer
has not been reimbursed prior to such
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Distribution Date pursuant to Section 4.02 of the Agreement, plus (ii) interest
accrued thereon, calculated at the Late Payment Rate from the date the Trustee
received the related Insured Payments, and (y) (i) any other amounts then due
and owing to the Insurer under the Insurance Agreement, but for which the
Insurer has not been reimbursed prior to such Distribution Date pursuant to
Section 4.02 of the Agreement, plus (ii) interest on such amounts at the Late
Payment Rate.
"Trustee" shall mean, for the purposes of the Policy, Bank One, National
Association, or any successor thereto under the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement as of the date of execution of the
Policy, without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.
The Insurer hereby agrees that if, as of any Distribution Date, it has
become subrogated to the rights of Holders by virtue of a previous payment under
this Policy, no recovery of such payment will occur unless the full amount of
the Holders' allocable distributions for such Distribution Date can be made. In
so doing, the Insurer does not waive its rights to seek full payment of all
Reimbursement Amounts owed to it under the Agreement.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount is due or the Business
Day following receipt in New York, New York on a Business Day by the Insurer of
a Notice; provided that, if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice is not in proper form or is otherwise
insufficient for the purpose of making claim under the Policy, it shall be
deemed not to have been received for purposes of this paragraph, and the Insurer
shall promptly so advise the Trustee and the Trustee may submit an amended
Notice.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy on each Distribution Date as
provided in the Agreement, beginning with the First Distribution Date, in an
amount equal to (a) 1/12th of the product of (i) the Premium Percentage
applicable to the Class A-I Certificates and (ii) the aggregate Certificate
Principal Balance of the Class A-I Certificates on the prior Distribution Date
(after giving effect to any distributions to be made on such Distribution Date)
and (b) 1/12th of the product of (i) the Premium Percentage applicable to the
Class A-II Certificates and (ii) the aggregate Certificate Principal Balance of
the Class A-II Certificates on the prior Distribution Date (after giving effect
to any distributions to be made on such Distribution Date); provided that on the
First Distribution Date, the premium will be equal to (a) 1/12th of the product
of the (i) Premium Percentage applicable to the Class A-I Certificates and (ii)
aggregate Certificate Principal Balance of the Class A-I Certificates and (b)
1/12th of the product of the (i) Premium Percentage applicable to the Class A-II
Certificates and (ii) aggregate Certificate Principal Balance of the Class A-II
Certificates as of the Cut-off Date.
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The Policy to which this Endorsement is attached and of which it forms a
part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, any REMIC or the Trustee for withholding taxes, if
any (including interest and penalties in respect of any such liability).
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).
IN WITNESS WHEREOF, the Insurer has caused this Endorsement to the
Policy to be signed by its duly authorized officers.
First Vice President Assistant Secretary
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EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0349BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB0349BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the Class A
Certificates.
2. The relevant Distribution Date or Final Distribution Date is
[date].
3. Payment on the Class A Certificates in respect of the
Distribution Date is due to be received on _____________________
under the Agreement, in an amount equal to
$______________________.
[3. The amount to be paid to the Holders of the Class A Certificates
on the Final Distribution Date is $__________________________.]
4. There is a Deficiency Amount of $_______________ in respect of
the Class A Certificates, which amount is an Insured Amount
pursuant to the terms of the Agreement.
5. The sum of $_______________is the Insured Amount that is Due for
Payment.
6. The Trustee has not heretofore made a demand for the Insured
Amount in respect of the Distribution Date.
7. The Trustee hereby requests the payment of the Insured Amount
that is Due for Payment be made by Ambac under the Policy and
directs that payment under the Policy be made to the following
account by bank wire transfer of federal or other immediately
available funds in accordance with the terms of the Policy to:
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[Trustee's account number.]
8. The Trustee hereby agrees that, following receipt of the Insured
Amount from Ambac, it shall (a) hold such amounts in trust and
apply the same directly to the distribution of payment on the
Class A Certificates when due; (b) not apply such funds for any
other purpose; (c) deposit such funds to the Insurance Account
and not commingle such funds with other funds held by the Trustee
and (d) maintain an accurate record of such payments with respect
to the Class A Certificates and the corresponding claim on the
Policy and proceeds thereof.
[Name of Trustee]
By:
Title:
(Officer)
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EXHIBIT Q
SIMPLE INTEREST LOANS
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