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) February 28, 2000
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of February 1, 2000, providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 2000-S2)
Residential Funding Mortgage Securities I, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-72493 75-2006294
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
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Item 7Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Series Supplement, dated as of February 1, 2000, to the Standard
Terms of Pooling and Servicing Agreement, dated as of December 1, 1999, among
Residential Funding Mortgage Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and Bankers Trust Company, 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 FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: March 9, 2000
<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 FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: March 9, 2000
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EXHIBITS
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
SERIES SUPPLEMENT,
Dated as of February 1, 2000,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Mortgage Pass-Through Certificates
Series 2000-S2
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01 Definitions............................................................5
Section 1.02 Use of Words and Phrases..............................................17
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..........................................18
Section 2.02 Acceptance by Trustee.................................................18
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................18
Section 2.04 Representations and Warranties of Sellers.............................20
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I Certificates..........................20
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests; Acceptance by the
Trustee...............................................................21
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II..............21
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................23
Section 4.02 Distributions.........................................................23
Section 4.03 Statements to Certificateholders......................................32
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................32
Section 4.05 Allocation of Realized Losses.........................................32
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........33
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................33
ARTICLE V
THE CERTIFICATES
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................................40
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification......40
Section 10.03 Designation of REMIC(s)...............................................40
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........40
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................42
Section 11.02 Recordation of Agreement. Counterparts...............................42
Section 11.03 Limitation on Rights of Certificateholders............................42
Section 11.04 Governing Laws........................................................42
Section 11.05 Notices...............................................................42
Section 11.06 Required Notices to Rating Agency and Subservicer.....................43
Section 11.07 Severability of Provisions............................................43
Section 11.08 Supplemental Provisions for Resecuritization..........................43
Section 11.09 Allocation of Voting Rights...........................................43
ARTICLE XII
[RESERVED]
</TABLE>
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EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of December 1, 1999
Exhibit Five: Form of Class IO Certificate
<PAGE>
This is a Series Supplement, dated as of February 1, 2000 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 and attached as Exhibit Four hereto (the "Standard Terms"
and, together with this Series Supplement, the "Pooling and Servicing Agreement"
or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as
Trustee (together with its permitted successors and assigns, the "Trustee)".
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of REMIC I (as defined herein), and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly Payment Fund),
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as the "REMIC I."
The Uncertificated REMIC I Regular Interests will be "regular interests" in
REMIC I and the Class R-I Certificates will be the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein).
A segregated pool of assets consisting of the Uncertificated REMIC I Regular
Interests will be designated as "REMIC II," and the REMIC Administrator will
make a separate REMIC election with respect thereto. The Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-P Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates, Class IO-A
Certificates and Class IO-B Certificates will be "regular interests" in REMIC II
and the Class R-II Certificates will be the sole class of "residual interests"
therein for purposes of the REMIC Provisions.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Standard Terms. The Pooling and
Servicing Agreement shall be dated as of the date of the Series Supplement.
The following table irrevocably sets forth the designation, the
Uncertificated Pass-Through Rate, the initial Uncertificated Principal Balance,
and Maturity Date for each of the Uncertificated REMIC I Regular Interests. None
of the Uncertificated REMIC I Regular Interests will be certificated.
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Uncertificated
Pass-Through Initial Uncertificated
Designation Rate(1) Principal Balance Maturity Date
Uncertificated REMIC I 0% $ 3,833,839.04 February 25, 2030
Regular Interest LT-P
Uncertificated REMIC I (1) $396,227,947.50 February 25, 2030
Regular Interest LT-A
Uncertificated REMIC I (1) $ 20,854,102.50 February 25, 2030
Regular Interest LT-B
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(1) The Uncertified Pass-Through Rate for Uncertified REMIC I Regular
Interests LT-A and LT- B will be equal to the Weighted Average Adjusted
Net Mortgage Rate.
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The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate Standard &
Pass-Through Principal Maturity Poor's/ Minimum
Designation Rate Balance Features1 Date DCR Denominations2
<S> <C> <C> <C> <C> <C>
Class A-1 7.50% $ 60,000,000.00 Senior February 25, 2030 AAA/AAA $25,000
Class A-2 7.50% $ 24,338,000.00 Senior February 25, 2030 AAA/AAA $25,000
Class A-3 7.50% $ 39,824,000.00Prepayment Lockout/SeniorFebruary 25, 2030 AAA/AAA $25,000
Class A-4 0.00% $ 6,887,100.00 Principal Only/Senior February 25, 2030 AAAr/AAA $25,000
Class A-5 7.50% $ 35,801,500.00 Senior February 25, 2030 AAA/AAA $25,000
Class A-6 8.00% $103,305,400.00 Senior February 25, 2030 AAA/AAA $25,000
Class A-7 7.50% $ 6,359,000.00Accretion Directed/SeniorFebruary 25, 2030 AAA/AAA $25,000
Class A-8 7.50% $ 7,679,000.00Accretion Directed/SeniorFebruary 25, 2030 AAA/AAA $25,000
Class A-9 7.50% $ 10,300,000.00 Accrual/Senior February 25, 2030 AAA/AAA $25,000
Class A-10 8.00% $ 52,500,000.00 Senior February 25, 2030 AAA/AAA $25,000
Class A-11 0.00% $ 3,500,000.00 Principal Only/Senior February 25, 2030 AAAr/AAA $25,000
Class A-12 7.50% $ 49,330,000.00 Senior February 25, 2030 AAA/AAA $25,000
Class A-P 0.00% $ 3,833,839.04 Principal Only/Senior February 25, 2030 AAAr/AAA $25,000
Class IO-A Variable Rate(3)$ 0.00 Variable Strip/Senior February 25, 2030 AAAr/AAA 20%
Class IO-B Variable Rate(3)$ 0.00 Variable Strip/Senior February 25, 2030 AAAr/AAA 20%
Class R-I 7.50% $ 100.00 Residual/Senior February 25, 2030 AAA/AAA 20%
Class R-II 7.50% $ 100.00 Residual/Senior February 25, 2030 AAA/AAA 20%
Class M-1 7.50% $ 9,681,200.00 Mezzanine February 25, 2030 N/A/AA $25,000
Class M-2 7.50% $ 3,577,800.00 Mezzanine February 25, 2030 N/A/A $250,000
Class M-3 7.50% $ 1,473,300.00 Mezzanine February 25, 2030 N/A/BBB $250,000
Class B-1 7.50% $ 841,900.00 Subordinate February 25, 2030 N/A/BB $250,000
ebruary 25, 2030
Class B-2 7.50% $ 841,900.00 Subordinate F N/A/B $250,000
Class B-3 7.50% $ 841,850.00 Subordinate February 25, 2030 N/A $250,000
</TABLE>
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1 The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12 and Class M
Certificates shall be Book-Entry Certificates. The Class A-P, Class IO,
Class R and Class B Certificates shall be delivered to the holders thereof
in physical form.
2 The Certificates, other than the Class IO and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable) and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that
one Certificate of any of the Class A-P and Class B Certificates that
contain an uneven multiple of $1,000 shall be issued in a denomination
equal to the sum of the related minimum denomination set forth above and
such uneven multiple for such Class or the sum of such denomination and an
integral multiple of $1,000. The Class R Certificates and the Class IO
Certificates shall be issuable in minimum denominations of not less than a
20% Percentage Interest; provided, however, that one Class R Certificate
will be issuable to Residential Funding as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
3 With respect to the Class IO-A and Class IO-B Certificates and any
Distribution Date, a rate equal to the Weighted Average Adjusted Net
Mortgage Rate minus 7.50%. The initial Pass-Through Rate for the Class IO-A
and Class IO-B Certificates shall be equal to 0.2784%.
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The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $420,915,989.04.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
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Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: Any one of the Class A-7 Certificates and
Class A-8 Certificates.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balances of the Accretion Directed
Certificates have been reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Certificates: Any one of the Class A-9 Certificates.
Accrual Distribution Amount: With respect to each Distribution Date on
or prior to the Accretion Termination Date, an amount equal to the amount of
Accrued Certificate Interest on the Class A-9 Certificates for such date which
shall be distributed to the Accretion Directed Certificates pursuant to Section
4.02(b)(ii), to the extent added to the Certificate Principal Balance of the
Class A-9 Certificates pursuant to Section 4.02(e) on such Distribution Date.
Accrued Certificate Interest: With respect to each Distribution Date,
(a) in the case of each Class of Certificates (other than the Class IO
Certificates and Principal Only Certificates), interest accrued during the
related Interest Accrual Period on the Certificate Principal Balance, of the
Certificates of that Class immediately prior to such Distribution Date at the
related Pass-Through Rate and (b) as to the Class IO Certificates, interest
accrued during the related Interest Accrual Period at the related Pass-Through
Rate on the Notional Amount thereof immediately prior to such Distribution Date.
Accrued Certificate Interest will be calculated on the basis of a 360-day year,
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans (to the
extent not offset by (x) the Master Servicer with a payment of
Compensating Interest as provided in Section 3.16),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
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(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans which remained unreimbursed following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property or (B)
made with respect to delinquencies that were ultimately
determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding sentence that are allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$169,605 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans) having a Loan-to-Value Ratio at origination which exceeds
75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Additional Collateral Loans) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months,
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<PAGE>
of all Non-Primary Residence Loans remaining in the Mortgage Pool
as of the Relevant Anniversary, and (z) one plus the quotient of
the number of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided by the total number of Outstanding Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary, and
(ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses
allocated solely to one or more specific Classes of Certificates
in accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Certificate: Any Class A, Class IO, Class M, Class B or Class R
Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bankers Trust Company, as trustee, in trust for the registered holders
of Residential Funding Mortgage Securities I, Inc., Mortgage Pass- Through
Certificates, Series 2000-S2" and which must be an Eligible Account.
Certificate Principal Balance: With respect to each Certificate, on any
date of determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
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<PAGE>
Class: Collectively, all of the Certificates bearing the same
designation.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12 or Class A-P Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit A.
Class IO Certificate: Any one of the Class IO-A or Class IO-B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed as Exhibit Seven hereto.
Class R Certificate: Any one of the Class R-I or Class R-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest designated as a "residual interest" in the related REMIC
for purposes of the REMIC Provisions.
Closing Date: February 28, 2000.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 1761 East St. Andrew Place, Santa Ana, California
92705-4934, Attention: Residential Funding Corporation Series 2000-S2.
Cut-off Date: February 1, 2000.
Discount Net Mortgage Rate: 7.50% per annum.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
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 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the first to the fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and
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(b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-off Date minus (2) the
aggregate amount of Fraud Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 of this Series
Supplement since the most recent anniversary of the Cut-off Date up to such date
of determination. On and after the fifth anniversary of the Cut-off Date, the
Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Initial Monthly Payment Fund: $73,795, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in March 2000, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment in accordance with Section 2.01(g) of the
Standard Terms.
Initial Notional Amount: With respect to the Class IO-A Certificates,
the aggregate Closing Date Uncertificated Principal Balance of Uncertificated
REMIC I Regular Interest LT-A. With respect to the Class IO-B Certificates, the
aggregate Closing Date Uncertificated Principal Balance of Uncertificated REMIC
I Regular Interest LT-B.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 2.30% Class B-1: 0.20%
Class M-2: 0.85% Class B-2: 0.20%
Class M-3: 0.35% Class B-3: 0.20%
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any one of the Class IO Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
Lockout Prepayment Percentage: For any Distribution Date occurring prior
to the Distribution Date in March 2005 will be 0%. The Lockout Prepayment
Percentage for any Distribution Date occurring after the first five years
following the Closing Date will be as follows:
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for any Distribution Date during the sixth year after the Closing Date, 30%; for
any Distribution Date during the seventh year after the Closing Date, 40%; for
any Distribution Date during the eighth year after the Closing Date, 60%; for
any Distribution Date during the ninth year after the Closing Date, 80%; and for
any Distribution Date thereafter, 100%.
Maturity Date: February 25, 2030, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the street address of the Mortgaged Property (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) including state and
zip code ("ADDRESS");
(c) the maturity of the Mortgage Note ("MATURITY DATE");
(d) the Mortgage Rate ("ORIG RATE");
(e) the Subservicer pass-through rate ("CURR NET");
(f) the Net Mortgage Rate ("NET MTG RT");
(g) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and
at which the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence; and
(l) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Notional Amount: As of any Distribution Date, with respect to the Class
IO-A Certificates, the aggregate Uncertificated Principal Balance of
Uncertificated REMIC I Regular Interest LT-A immediately prior to such date. As
of any Distribution Date, with respect to the Class IO-B Certificates, the
aggregate Uncertificated Principal Balance of Uncertificated REMIC I Regular
Interest LT-B immediately prior to such date.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Principal Only Certificates), Class M Certificates, Class B Certificates and
Class R Certificates and any Distribution Date, the per annum rates set forth in
the Preliminary Statement hereto. For the Class IO-A Certificates and the Class
IO-B Certificates and any Distribution Date, a per annum rate equal to,
respectively, the excess of the Uncertificated Pass-Through Rates for
Uncertificated REMIC I Regular Interests LT-A and LT-B over 7.50%. The Principal
Only Certificates have no Pass- Through Rate and are not entitled to Accrued
Certificate Interest.
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Prepayment Assumption: A prepayment assumption of 235% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
March 2005 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any Distribution Date not discussed in clause (i) above
on which any Class of Subordinate Certificates are outstanding:
in the case of the Class of Subordinate Certificates then
outstanding with the Highest Priority and each other Class of
Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall
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be allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph (ii) above as
if the Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Lockout Certificates: The Class A-3 Certificates.
-------------------------------
Principal Amortization Model: The principal amortization model for
Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 2000-S2, designated by the Master Servicer on the startup
day or if such principal amortization model is no longer available the
replacement prepayment model adopted by the Master Servicer pursuant to the
provisions hereof.
Principal Amortization Model Principal Payment Amount: For any
Distribution Date, the amount determined by the Principal Amortization Model as
the amount of payments of principal with respect to the Mortgage Loans that are
predicted to be received for distribution on such Distribution Date.
Principal Only Certificates: The Class A-4, Class A-11 and Class A-P
Certificates.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan; and
(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement.
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Notwithstanding any other provisions herein, with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan.
REMIC I: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made pursuant to this Agreement,
consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan, but not
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I Certificates.
--------------------
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-P, Class IO-A, Class IO-B, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates.
Senior Certificate: Any one of the Class A Certificates, Class IO
Certificates or Class R Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard
Terms as Exhibit A and Exhibit D with respect to the Class A Certificates or
Class R Certificates and annexed as Exhibit Seven hereto with respect to the
Class IO Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
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Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the
Credit Support Depletion Date, the amount required to be distributed to the
Class A-P Certificateholders pursuant to Section 4.02(c) of this Series
Supplement and (b) the sum of the amounts required to be distributed to the
Senior Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii) of this Series Supplement.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$4,209,160 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut- off
Date, the Adjustment Amount shall be equal to the amount, if any, by which the
amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the Trust Fund which has the largest outstanding
principal balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by the outstanding principal
balance of all Mortgage Loans on the Distribution Date immediately preceding
such anniversary and (iii) the aggregate outstanding principal balance (as of
the immediately preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the greater of (i)
the product of 0.50% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution Date immediately preceding such anniversary
multiplied by a fraction, the numerator of which is equal to the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans secured by Mortgaged Properties located in
the State of California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed as a percentage, and the denominator of which is equal to
31.51% (which percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement
(without giving effect to the Senior Percentage) to the extent not payable to
the Senior Certificates; (ii) such Class's
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pro rata share, based on the Certificate Principal Balance of each Class of
Subordinate Certificates then outstanding, of the principal collections
described in Section 4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without
giving effect to the Senior Accelerated Distribution Percentage) to the extent
such collections are not otherwise distributed to the Senior Certificates; (iii)
the product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments with respect to a Discount
Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if
such Class is the Class of Subordinate Certificates with the Highest Priority,
any Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a Class of
Subordinate Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Trust Fund: REMIC I, REMIC II and the Initial Monthly Payment Fund.
----------
Uncertificated Accrued Interest: With respect to each Distribution Date
and each Uncertificated REMIC Regular Interest, interest accrued during the
related Accrual Period at the related Uncertificated Pass-Through Rate applied
to, as applicable, the related Uncertificated Principal Balance or
Uncertificated Notional Amount. Uncertificated Accrued Interest will be
calculated on the basis of a 360-day year, consisting of twelve 30-day months;
provided, that any such amount shall be reduced by any Prepayment Interest
Shortfalls, Realized Losses or other amounts allocated to an Uncertificated
REMIC Regular Interest pursuant to Sections 10.04(d)(ii) or (iii) hereof.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests LT-A and LT-B, the Weighted Average
Adjusted Net Mortgage Rate. With respect to the Uncertificated REMIC I Regular
Interests LT-P, 0.00%.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC Regular Interest on any date of determination, (A) the amount set forth in
the preliminary statement hereto, minus (B) the sum of (x) the aggregate of all
amounts previously deemed distributed with respect to such interest and applied
to reduce the Uncertificated Principal Balance thereof pursuant to Section
10.04(a) and (y) the aggregate of all reductions in Uncertificated Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d).
Uncertificated REMIC I Principal Distribution Amount: For each
Distribution Date, with respect to the Uncertificated REMIC I Regular Interest
LT-A, the Uncertificated REMIC I Regular Interest LT-A Principal Distribution
Amount; with respect to the Uncertificated REMIC I Regular Interest LT-B, the
Uncertificated REMIC I Regular Interest LT-B Principal Distribution Amount;
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and with respect to the Uncertificated REMIC I Regular Interest LT-P, the amount
of principal distributed to the Class A-P Certificate pursuant to Section 4.02.
Uncertificated REMIC I Regular Interest LT-A: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to its Uncertificated Principal Balance, and which bears interest at a per
annum rate equal to its Uncertificated Pass- Through Rate.
Uncertificated REMIC I Regular Interest LT-A Principal Distribution
Amount: With respect to each Distribution Date, an amount equal to the sum of
(A) the lesser of (i) the amount to be distributed on such Distribution Date as
principal pursuant to Section 4.02 on all Class of Certificates other than the
Class R-I and Class A-P Certificates and (ii) the pro rata share attributable to
the Class IO-A Certificates of the Principal Amortization Model Principal
Payment Amount for such Distribution Date, based on the size of their Notional
Amount relative to the aggregate of the Class Principal Balances of all Classes
of Certificates and (B) the excess, if any, of the Uncertificated REMIC I
Regular Interest LT-B Principal Distribution Amount (determined without
reference to the proviso at the end of the definition thereof) over the amount
required to reduce the Class IO-B Notional Amount to zero.
Uncertificated REMIC I Regular Interest LT-B: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to its Uncertificated Principal Balance and which bears interest at a per
annum rate equal to its Uncertificated Pass- Through Rate.
Uncertificated REMIC I Regular Interest LT-B Principal Distribution
Amount: With respect to each Distribution Date, an amount equal to the greater
of (A) zero and (B) the amount to be distributed on such Distribution Date as
principal pursuant to Section 4.02 on all Class of Certificates other than the
Class R-I and Class A-P Certificates reduced by the Uncertificated REMIC I
Regular Interest LT-A Principal Distribution Amount for such Distribution Date
(determined without regard to clause (B) thereof), provided that, if the
Uncertificated REMIC I Regular Interest LT-B Principal Distribution Amount as
defined without reference to this proviso would reduce the Class IO-B Notional
Amount below zero, the Uncertificated REMIC I Regular Interest LT-B Principal
Distribution Amount shall be reduced to such amount as will reduce the Class
IO-B Notional Amount to zero.
Uncertificated REMIC I Regular Interest LT-P: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to its Uncertificated Principal Balance and which bears interest at a per
annum rate equal to its Uncertificated Pass- Through Rate.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular
Interest LT-A, Uncertificated REMIC I Regular Interest LT-B and Uncertificated
REMIC I Regular Interest LT-P.
Uncertificated REMIC Regular Interests: Collectively, the Uncertificated
REMIC I Regular Interests.
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Weighted Average Adjusted Net Mortgage Rate: The weighted average of the
Net Mortgage Rates for all Mortgage Loans as of the Due Date in the month
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates, adjusted by including loans a
portion of whose principal is allocated to the Uncertificated REMIC I Regular
Interest LT-P on the following basis: Such loans shall be included using a
weighting equal to their principal balance reduced by the portion thereof
allocated to the Uncertificated REMIC I Regular Interest LT-P and using a Net
Mortgage Rate equal to 7.50%.
For purposes of this Series Supplement, the definition "Subclass" in the
Standard Terms shall be omitted in its entirety.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the
plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for
the benefit of Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so Delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures that (a) at
least 25% of the Stated Principal Balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and
85.01%, and (b) at least 12% of such balance if the Loan-to-Value
Ratio is between 85.00% and 80.01%, except in the case of five
Mortgage Loans. To the best of the Company's knowledge, each such
Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the benefits thereunder. Five Pledged
Asset Mortgage Loans representing 0.5% of the aggregate Stated
Principal Balance of the Mortgage Loans will be secured by
Pledged Assets in addition to the related Mortgaged Property and
in lieu of any Primary Insurance Policy;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
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(vi) No more than 0.6% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in
California and no more than 0.6% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(vii) If the improvements securing a Mortgage Loan are in
a federally designated special flood hazard area, flood insurance
in the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) 7.68% of the Mortgage Loans were underwritten under a
reduced loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such Mortgage
Loan. No Mortgagor is a corporation or a partnership;
(xi) 0.2% of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged
Property as of the date the Mortgage Loan was originated was not
less than the appraised value of such property at the time of
origination of the refinanced Mortgage Loan or (b) the Loan-
to-Value Ratio of the Mortgage Loan as of the date of origination
of the Mortgage Loan generally meets the Company's underwriting
guidelines;
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(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months;
(xvii) One of the Mortgage Loans contain in the related Mortgage
File a Destroyed Mortgage Note; and
(xviii)Five of the Mortgage Loans are Pledged Asset Loans and
none of the Mortgage Loans are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See
Section 2.04 of the Standard Terms).
Section 2.05 Execution and Authentication of Certificates/Issuance
of Certificates Evidencing Interests in REMIC I
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 and/or the applicable REMIC, receipt of which
is hereby acknowledged. Concurrently with such delivery and in exchange
therefor, the Trustee, pursuant to the written request of the Company executed
by an officer of the Company
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has executed and caused to be authenticated and delivered to or upon the order
of the Company the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence ownership
of REMIC I.
Section 2.06 Conveyance of Uncertificated REMIC I Regular
Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Company in and to the Uncertificated REMIC I Regular
Interests to the Trustee for the benefit of the Holders of each Class of
Certificates (other than the Class R-I Certificates). The Trustee acknowledges
receipt of the Uncertificated REMIC I Regular Interests and declares that it
holds and will hold the same in trust for the exclusive use and benefit of all
present and future Holders of each Class of Certificates (other than the Class
R-I Certificates). The rights of the Holders of each Class of Certificates
(other than the Class R-I Certificates) to receive distributions from the
proceeds of REMIC II in respect of such Classes, and all ownership interests of
the Holders of such Classes in such distributions, shall be as set forth in this
Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, all Classes of Certificates (other than the
Class R-I Certificates) in authorized denominations, which evidence ownership of
the entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(See Article III of the Standard Terms)
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the
Standard Terms)
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii) below, the amount required to be
distributed to the Master Servicer or a Sub-Servicer pursuant to Section
4.02(a)(iii) below, and to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying
Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share
(which share with respect to each Class of Certificates, shall be based
on the aggregate of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder) of the following amounts,
in the following order of priority (subject to the provisions of Section
4.02(b) below), in each case to the extent of the Available Distribution
Amount:
(i) to the Senior Certificates (other than the Principal
Only Certificates, and prior to the related Accretion Termination
Date, the Accrual Certificates to the extent of the Accrual
Distribution Amount) on a pro rata basis based on Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, Accrued Certificate Interest on such
Classes of Certificates for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last
paragraph of this Section 4.02(a); and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
(Y) to the Senior Certificates (other than the Class A-P
Certificates), in the priorities and amounts set forth in Section
4.02(b) through (e), the sum of the following (applied to reduce the
Certificate Principal Balances of such Senior Certificates, as
applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
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(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
the Standard Terms) pursuant to Sections 2.02, 2.04
or 4.07 of the Standard Terms and Section 2.03 of
the Standard Terms and this Series Supplement, and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.04 of the Standard Terms or Section 2.03
of the Standard Terms and this Series Supplement,
during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to each
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or
deemed to have been so received in accordance with
Section 3.07(b) of the Standard Terms) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than
the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b) of
the Standard Terms) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal
to the lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of
such Mortgage Loan (other than the related Discount
Fraction of such Stated
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Principal Balance, with respect to each Discount Mortgage
Loan) and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related
unscheduled collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
to the extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant to
Section 3.14 of the Standard Terms (in each case other
than the portion of such unscheduled collections, with
respect to a Discount Mortgage Loan, included in Section
4.02(b)(i)(C) of this Series Supplement);
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
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(xiii), (xiv) and (xv) of this Series Supplement are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) of this Series Supplement are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of
this Series Supplement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this
Series Supplement are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
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<PAGE>
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv)
of this Series Supplement are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
(xvii) to the Class R-II Certificates, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable
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<PAGE>
Advance with respect to the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) to the Class A-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the
"Class A-P Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section 3.07(b) of the
Standard Terms) of Discount Mortgage Loans (or, in the
case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited
in the Custodial Account in connection with such
substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Mortgage Loan to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any Class A-P Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
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(ii) the Accrual Distribution Amount shall be distributed,
first, to the Class A-7 Certificates and then, to the Class A-8
Certificates, in each case until the Certificate Principal
Balances thereof have been reduced to zero;
(iii) the Senior Principal Distribution Amount shall be
distributed, concurrently, to the Class R-I and Class R-II
Certificates, on a pro rata basis, until the Certificate
Principal Balances thereof have been reduced to zero;
(iv) the balance of Senior Principal Distribution Amount
remaining after the distributions, if any, described in clause
(iii) above shall be distributed to the Class A-3 Certificates in
reduction of the Certificate Principal Balance thereof, in an
amount equal to the sum of the following:
(A) the Class A-3 Certificates' pro rata
share (based on the Certificate Principal Balance
thereof relative to the aggregate Certificate
Principal Balance of all classes of Certificates
(other than the Class A-P Certificates)) of the
aggregate of amounts described in clauses
(ii)(Y)(A), (B) and (E) of Section 4.02(a) (without
application of the Senior Percentage and Senior
Accelerated Distribution Percentage); and
(B) the Lockout Prepayment Percentage of the
Class A-3 Certificates' pro rata share (based on
the Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of
all classes of Certificates (other than the Class
A-P Certificates)) of the aggregate of amounts
described in clauses (ii)(Y)(C) of Section 4.02(a)
(without application of the Senior Accelerated
Distribution Percentage);
provided that, if the aggregate of the amounts set forth
in clauses (ii)(Y)(A), (B), (C) and (E) of Section 4.02(a)
is more than the balance of the Available Distribution
Amount remaining after the Senior Interest Distribution
Amount and the Class A-P Distribution Amount have been
distributed, the amount paid to the Class A-3 Certificates
pursuant to this clause (iv) shall be reduced by an amount
equal to the Class A-3 Certificates' pro rata share (based
on the aggregate Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance of
the Senior Certificates (other than the Class A-P
Certificates)) of such difference;
(v) the Senior Principal Distribution Amount remaining
after the distributions described in clauses (iii) and (iv) above
shall be distributed concurrently in the following manner and
priority:
(1) 19.2725263712%, to the Class A-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
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(2) 62.7397823489%, first, to the Class A-4, Class
A-6 and Class A- 12 Certificates, concurrently on a pro
rata basis, and second, to the Class A-5 Certificates, in
each case until the Certificate Principal Balances thereof
have been reduced to zero;
(3) 16.8634605748%, to the Class A-10 Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(4) 1.1242307051%, to the Class A-11 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(vi) the Senior Principal Distribution Amount remaining
after the distributions described in clauses (iii) through (v)
above shall be distributed concurrently in the following manner
and priority:
(1) 50.0000000000%, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(2) 50.0000000000%, sequentially, to the Class A-7,
Class A-8 and Class A-9 Certificates, in each case until
the Certificate Principal Balances thereof have been
reduced to zero; and
(vii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (vi) above shall be distributed to the
Class A-3 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Senior Certificates
(other than the Class A-P Certificates) will be disregarded, and (i) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of the Discount Mortgage Loans will be distributed to the Class
A-P Certificates, (ii) the Senior Principal Distribution Amount will be
distributed to the remaining Senior Certificates (other than the Class
A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, and (iii) the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-P, Class IO and
Subordinate Certificates, in each case as described herein.
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(e) On each Distribution Date on or prior to the Accretion
Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be distributed on the Class A-9 Certificates shall
be added to the Certificate Principal Balance of such Certificates. On
or after the Accretion Termination Date, the entire amount of Accrued
Certificate Interest on the Class A-9 Certificates for such Distribution
Date shall be payable to the Class A-9 Certificateholders pursuant to
Section 4.02(a)(1) of this Series Supplement to the extent not required
to reduce the Certificate Principal Balances of the Accretion Directed
Certificates to zero on such Accretion Termination Date; provided that
if the Accretion Termination Date is the Credit Support Depletion Date,
the entire amount of Accrued Certificate Interest on the Class A-9
Certificates for such Distribution Date will be paid to the Class A-9
Certificateholders. Any such Accrued Certificate Interest on the Class
A-9 Certificates which is required to be paid to the holders of the
Accretion Directed Certificates on the Accretion Termination Date will
be added to the Certificate Principal Balance of the Class A-9
Certificates in the manner described in the first sentence of this
Section 4.02(e).
(f) In addition to the foregoing distributions, with respect to
any Mortgage Loan that was previously the subject of a Cash Liquidation
or an REO Disposition that resulted in a Realized Loss, in the event
that within two years of the date on which such Realized Loss was
determined to have occurred the Master Servicer receives amounts, which
the Master Servicer reasonably believes to represent subsequent
recoveries (net of any related liquidation expenses), or determines that
it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not
limited to, recoveries in respect of the representations and warranties
made by the related Seller pursuant to the applicable Seller's
Agreement), the Master Servicer shall distribute such amounts to the
applicable Certificateholders of the Class or Classes to which such
Realized Loss was allocated (with the amounts to be distributed
allocated among such Classes in the same proportions as such Realized
Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the
related Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to
any instrument or fund established under Section 11.01(e) or (ii) such
Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments was protected
against the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance
policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed with respect to the
Certificates of any Class shall be distributed by the Master Servicer to
the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class IO Certificates), on a
pro rata basis based on the
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Percentage Interest represented by each Certificate of such Class as of
such Record Date and (ii) with respect to the Class IO Certificates, to
the Class IO Certificates in the same proportion as the related Realized
Loss was allocated. Any amounts to be so distributed shall not be
remitted to or distributed from the Trust Fund, and shall constitute
subsequent recoveries with respect to Mortgage Loans that are no longer
assets of the Trust Fund.
(g) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be solely responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant shall
be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage
firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Registrar, the
Company or the Master Servicer shall have any responsibility therefor.
(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders. (See Section 4.03 of
the Standard Terms and Exhibit Three attached hereto)
Section 4.04 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer. (See Section 4.04 of the
Standard Terms)
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses,
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Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such Realized Losses are on a Discount Mortgage Loan, to the Class A-P
Certificates in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among all the Senior Certificates (other than
the Class A-P Certificates) on a pro rata basis, as described below. The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage Loans will
be allocated to the Class A-P Certificates in an amount equal to the Discount
Fraction thereof and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
-33-
<PAGE>
-34-
<PAGE>
ARTICLE V
THE CERTIFICATES
(See Article V of the Standard Terms)
For purposes of this Series Supplement, Section 5.01(c) of the Standard
Terms shall be omitted in its entirety.
-35-
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
-36-
<PAGE>
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
-37-
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
-38-
<PAGE>
ARTICLE IX
TERMINATION
(See Article IX of the Standard Terms)
-39-
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make elections to treat each of REMIC I and
REMIC II (including the Mortgage Loans but excluding the Initial Monthly Payment
Fund) as a REMIC for federal income tax purposes.
For purposes of the REMIC Provisions (as defined in the Standard Terms)
under federal income tax law, the Uncertificated REMIC I Regular Interests shall
be designated as the "regular interests" and the Class R-I Certificates shall be
designated as the sole class of "residual interest" in REMIC I and the
Certificates (other than the Class R Certificates) shall be designated as the
"regular interests" and the Class R-II Certificates shall be designated as the
sole class of "residual interest" in REMIC II.
Section 10.04 Distributions on the Uncertificated REMIC Regular
Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests,
interest equal to Uncertificated Accrued Interest and principal equal to the
Uncertificated REMIC I Principal Distribution Amount.
(b) The sum of the amounts described in Section 10.04(a) shall be deemed
distributed by REMIC I to REMIC II and, on each Distribution Date, from such
amounts the Trustee shall be deemed to make those distributions described in
Section 4.02.
(c) In determining from time to time the distributions described
herein,
(i) Realized Losses relating to principal allocated to the
Certificates under Section 4.05 shall be allocated to the
Uncertificated REMIC I Regular Interests in the following amounts
and priorities: any Realized Losses relating to principal and
allocated to the Class A-P Certificate shall be allocated to
Uncertificated REMIC I Regular Interest LT-P; any other Realized
Losses relating to principal shall be allocated pro rata between
Uncertificated REMIC I Regular Interest LT-A and Uncertificated
REMIC I Regular Interest LT-B until their Uncertificated
Principal Balances are reduced to zero;
(ii) Realized Losses relating to interest allocated to the
Certificates under Section 4.05 shall be allocated, pro rata,
between Uncertificated REMIC I Regular Interest LT-A and
Uncertificated REMIC I Regular Interest LT-B, in each
-40-
<PAGE>
case until the amount of Uncertificated Accrued Interest
that would otherwise be distributed thereon is reduced to
zero.
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.01.
-41-
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See Section
11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
Section 11.05 Notices. All demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid
(except for notices to the Trustee which shall be deemed to have
been duly given only when received), to the appropriate address
for each recipient listed in the table below or, in each case,
such other address as may hereafter be furnished in writing to
the Master Servicer, the Trustee and the Company, as applicable:
Recipient Address
8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Company Attention: President
10 Universal City Plaza, Suite 2100
Universal City, California 91608,
Master Servicer Attention: Managing Director/Master Servicing
1761 East St. Andrew Place,
Santa Ana, California 92705-4934;
The Trustee designates its offices located at
Four Albany Street
New York, New York 10006, for the purposes of Section 8.12
Trustee of the Standard Terms
17 State Street - 12th Floor
DCR New York, New York 10004
55 Water Street
Standard & Poor's New York, New York 10041
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
-42-
<PAGE>
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06 Required Notices to Rating Agency and Subservicer. (See
Section 11.06 of the Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See Section
11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
98.00% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class IO Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% of all Voting Rights shall be allocated among the Holders of
the Class IO Certificates in proportion to their respective Notional Amounts and
in accordance with their respective Percentage Interests, and 0.5% and 0.5% of
all Voting Rights shall be allocated among the Holders of the Class R-I and
Class R-II Certificates, respectively, in accordance with their respective
Percentage Interests.
-43-
<PAGE>
ARTICLE XII
[RESERVED]
-44-
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:
---------------------------------------
Name: Timothy Pillar Name: Randy Van Zee
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Randy Van Zee Name: Timothy Pillar
Title: Director Title: Director
[Seal] BANKERS TRUST COMPANY
as Trustee
Attest:
Name: By:
Title: Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the On the 28th day of February, 2000 before me, a notary
public in and for said State, personally appeared Randy Van Zee, known to me to
be a Vice President of Residential Funding Mortgage Securities I, Inc., one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 2000 before me, a notary public in
and for said State, personally appeared Timothy Pillar, 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]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 28th day of February, 2000 before me, a notary public in
and for said State, personally appeared _______________, known to me to be a
_________________ of Bankers Trust Company , a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
1
RUN ON : 02/23/00 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.55.21 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 2000-S2 CUTOFF : 02/01/00
POOL : 0004424
:
:
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 #
______________________________________________________________________________
1482173 E30/K01 F 267,500.00 ZZ
360 259,124.59 1
1725 WILSTONE AVENUE 8.750 2,104.42 75
8.500 2,104.42 357,000.00
ENCINITAS CA 92024 5 04/01/96 00
0459921888 05 05/01/96 0
101438 O 04/01/26
0
1808122 003/G01 F 154,150.00 ZZ
360 152,184.15 1
2528 WEKIVA WALK WAY 7.375 1,064.68 95
7.125 1,064.68 162,273.00
APOPKA FL 32703 1 09/18/98 10
0431039734 03 11/01/98 30
0010452357 O 10/01/28
0
1849885 609/G01 F 292,000.00 ZZ
360 291,408.31 1
136 MITCHELL ST 8.000 2,142.59 80
7.750 2,142.59 365,000.00
ELK RAPIDS MI 49629 1 10/14/99 00
0431576842 05 12/01/99 0
173161 O 11/01/29
0
1851891 F88/G01 F 606,000.00 ZZ
360 598,775.84 1
1180 BOLLINGER CANYON ROAD 7.000 4,031.73 79
6.750 4,031.73 775,000.00
MORAGA CA 94556 5 11/16/98 00
0431135524 05 01/01/99 0
1
98090115 O 12/01/28
0
1886155 K68/G01 F 647,500.00 ZZ
360 647,065.54 1
107 COLONY CROWN 8.000 4,751.13 70
7.750 4,751.13 925,000.00
BRANDON MS 39047 4 12/21/99 00
0431750991 05 02/01/00 0
1026079 O 01/01/30
0
1943731 E45/E45 F 552,500.00 ZZ
360 547,778.82 1
538 SPRING PLACE ROAD 7.000 3,675.80 77
6.750 3,675.80 725,000.00
WHITE GA 30184 2 04/16/99 00
49538 05 06/01/99 0
49538 O 05/01/29
0
1943773 601/G01 F 247,000.00 ZZ
360 245,765.45 1
527 NORTH HARRISBURG CT 7.875 1,790.93 95
7.625 1,790.93 260,000.00
LINDENHURST IL 60046 1 06/30/99 01
0431505981 03 08/01/99 30
13845292 O 07/01/29
0
1945659 Q89/K06 F 253,526.31 ZZ
336 251,745.55 1
3420 ROYAL CREST DRIVE 7.625 1,828.64 79
7.375 1,828.64 322,274.00
CHARLOTTE NC 28210 1 06/13/99 00
0430256826 03 07/01/99 0
0430256826 O 06/01/27
0
1950755 N09/G01 F 100,000.00 G
360 99,875.26 1
78 PLAIN DRIVE 8.375 760.07 32
8.125 760.07 317,000.00
STOUGHTON MA 02072 1 11/19/99 00
0431655919 05 01/01/00 0
UPHAM O 12/01/29
0
1
1953064 638/G01 F 261,000.00 ZZ
360 260,370.43 1
3592 THORN ROAD 8.000 1,915.13 75
7.750 1,915.13 348,000.00
SEBASTOPOL CA 94953 1 10/15/99 00
0431652767 05 12/01/99 0
08936938 O 11/01/29
0
1953910 180/G01 F 174,900.00 ZZ
360 173,940.35 1
10608 SUN TREE COVE 8.375 1,329.37 70
8.125 1,329.37 249,900.00
AUSTIN TX 78730 1 08/16/99 00
0431767466 05 10/01/99 0
0014307284 O 09/01/29
0
1953924 F62/G01 F 72,000.00 ZZ
360 72,000.00 1
11541 NW 87TH PLACE 8.125 534.60 66
7.875 534.60 110,000.00
HIALEAH FL 33016 2 01/24/00 00
0431812742 05 03/01/00 0
PALACIOS O 02/01/30
0
1954578 637/G01 F 512,000.00 ZZ
360 512,000.00 1
9200 LAKE FOREST COURT NORTH 8.250 3,846.49 80
8.000 3,846.49 640,000.00
COLLEGE STATION TX 77845 2 01/18/00 00
0431804624 03 03/01/00 0
0017617176 O 02/01/30
0
1955930 A06/G01 F 420,000.00 ZZ
360 419,752.03 1
1501 PARKS RD 8.625 3,266.72 65
8.375 3,266.72 650,000.00
OAKLAND MI 48363 5 12/17/99 00
0431745736 05 02/01/00 0
00 O 01/01/30
0
1955973 A54/G01 F 399,200.00 ZZ
360 398,090.22 1
5133 INDIAN CIRCLE 7.875 2,894.48 80
7.625 2,894.48 499,000.00
1
GAINESVILLE GA 30506 1 09/14/99 00
0431668524 05 11/01/99 0
002598159 O 10/01/29
0
1955974 A54/G01 F 493,000.00 ZZ
360 492,074.28 1
1046 DEVONSHIRE ROAD 8.375 3,747.16 85
8.125 3,747.16 580,000.00
GROSSE POINTE P MI 48230 1 10/26/99 01
0431670280 05 12/01/99 12
0002621563 O 11/01/29
0
1956080 F03/G01 F 280,000.00 ZZ
360 279,623.00 1
4718 EAST BLUE BIRD AVENUE 8.000 2,054.54 66
7.750 2,054.54 429,000.00
ORANGE CA 92869 1 11/22/99 00
0431659556 05 01/01/00 0
12113 O 12/01/29
0
1956445 E86/G01 F 442,100.00 ZZ
360 441,810.81 1
660 HIGHLAND HILLS ROAD 8.125 3,282.58 75
7.875 3,282.58 589,500.00
NIPOMO CA 93444 1 12/07/99 00
0431809748 03 02/01/00 0
5149A063 O 01/01/30
0
1956804 665/G01 F 300,000.00 ZZ
360 299,376.55 1
2332 TAPESTRY DRIVE 7.875 2,175.21 47
7.625 2,175.21 650,000.00
LIVERMORE CA 94550 1 10/01/99 00
0431703354 05 12/01/99 0
9901232608 O 11/01/29
0
1957322 369/G01 F 256,400.00 ZZ
360 256,088.26 1
1238 MEADOWGATE PLACE 8.500 1,971.49 90
8.250 1,971.49 285,000.00
LOVELAND OH 45140 1 11/19/99 14
0431660851 05 01/01/00 25
0071862817 O 12/01/29
0
1
1957615 299/G01 F 76,600.00 ZZ
360 76,118.96 1
517 UNIVERSITY BLVD WEST 7.375 529.06 48
7.125 529.06 160,000.00
SILVER SPRING MD 20901 2 05/19/99 00
0431665025 05 07/01/99 0
0001038063 O 06/01/29
0
1957617 299/G01 F 247,500.00 ZZ
360 246,829.05 1
401 19TH STREET NE 8.000 1,816.07 90
#1 7.750 1,816.07 275,000.00
EAST WENATCHEE WA 98802 1 09/28/99 01
0431672492 03 11/01/99 25
0135172765 O 10/01/29
0
1958414 609/G01 F 300,000.00 ZZ
360 299,616.08 1
624 BIRCHWOOD AVENUE 8.250 2,253.80 66
8.000 2,253.80 455,000.00
TRAVERSE CITY MI 49686 1 11/15/99 00
0431674597 05 01/01/00 0
173492 O 12/01/29
0
1958653 811/G01 F 287,200.00 ZZ
360 286,822.99 1
1014 HUTLEY WAY 8.125 2,132.45 80
7.875 2,132.45 360,000.00
GRANITE BAY CA 95746 2 11/24/99 00
0431671320 05 01/01/00 0
2379534 O 12/01/29
0
1958836 163/163 F 280,700.00 ZZ
360 280,331.52 1
401 CAPITOL STREET 8.125 2,084.19 95
7.875 2,084.19 295,500.00
SALINAS CA 93901 1 11/16/99 10
217192149 05 01/01/00 30
217192149 O 12/01/29
0
1958857 637/G01 F 383,200.00 ZZ
360 382,696.97 1
1
9864 BIG VIEW DRIVE 8.125 2,845.25 80
7.875 2,845.25 479,000.00
AUSTIN TX 78746 1 11/22/99 00
0431811850 03 01/01/00 0
0018281428 O 12/01/29
0
1958939 637/G01 F 180,000.00 ZZ
360 179,668.96 1
1967 LANDSDOWNE WAY 8.250 1,352.28 66
8.000 1,352.28 275,990.00
PETALUMA CA 94954 1 11/19/99 00
0431761014 05 01/01/00 0
0013835749 O 12/01/29
0
1958952 163/163 F 268,600.00 ZZ
360 268,247.41 1
1236 RIVERMEADE DRIVE 8.125 1,994.35 95
7.875 1,994.35 282,730.00
HEBRON KY 41048 1 11/19/99 14
400754967 03 01/01/00 30
400754967 O 12/01/29
0
1959065 P50/G01 F 296,250.00 ZZ
360 296,250.00 1
1586 LAFAYETTE ROAD 8.500 2,277.91 75
8.250 2,277.91 395,000.00
CLAREMONT CA 91711 5 01/05/00 00
0431780238 05 03/01/00 0
01000101 O 02/01/30
0
1959274 964/G01 F 440,000.00 ZZ
360 439,376.91 1
348 HARVARD DRIVE 7.750 3,152.21 80
7.500 3,152.21 550,000.00
ARCADIA CA 91007 1 11/19/99 00
0431689272 05 01/01/00 0
67333 O 12/01/29
0
1960287 664/G01 F 395,000.00 ZZ
360 393,755.14 1
1151 ROMNEY DRIVE 8.375 3,002.29 79
8.125 3,002.29 500,000.00
PASADENA CA 91105 1 08/25/99 00
0431730357 05 10/01/99 0
1
0003195609 O 09/01/29
0
1960310 286/286 F 537,368.00 ZZ
360 536,315.37 1
638 VINNINGS ESTATES DRIVE 8.500 4,131.90 80
8.250 4,131.90 671,711.00
SMYRNA GA 30126 1 11/02/99 00
08935283 03 12/01/99 0
08935283 O 11/01/29
0
1960320 286/286 F 271,900.00 ZZ
360 271,569.39 1
6801 SCHAADTS ROAD 8.500 2,090.68 80
8.250 2,090.68 339,900.00
BALTIMORE MD 21220 1 11/30/99 00
08936464 01 01/01/00 0
08936464 O 12/01/29
0
1960329 286/286 F 480,000.00 ZZ
360 479,337.17 1
1322 SMITHSON TRAIL 7.875 3,480.33 60
7.625 3,480.33 802,500.00
EADS TN 38028 4 11/17/99 00
09685634 05 01/01/00 0
09685634 O 12/01/29
0
1960337 286/286 F 559,000.00 ZZ
360 558,312.03 1
8630 HAVENWOOD WAY 8.625 4,347.84 72
8.375 4,347.84 780,000.00
TOMBALL TX 77375 4 11/24/99 00
09686910 03 01/01/00 0
09686910 O 12/01/29
0
1960338 286/286 F 367,000.00 ZZ
360 366,530.35 1
15707 HENRIETTA DRIVE 8.250 2,757.15 90
8.000 2,757.15 408,000.00
ACCOKEEK MD 20607 2 11/19/99 04
09684541 05 01/01/00 25
09684541 O 12/01/29
0
1
1960344 286/286 F 448,000.00 ZZ
360 447,381.36 1
531 HICKORY HILL ROAD 7.875 3,248.31 80
7.625 3,248.31 560,000.00
ARGYLE TX 76226 4 11/30/99 00
09688336 05 01/01/00 0
09688336 O 12/01/29
0
1960347 286/286 F 600,000.00 ZZ
360 599,192.14 1
51 KENILWORTH AVENUE 8.000 4,402.59 50
7.750 4,402.59 1,200,000.00
KENILWORTH IL 60043 1 11/12/99 00
09684625 05 01/01/00 0
09684625 O 12/01/29
0
1960365 286/286 F 267,600.00 ZZ
360 267,230.47 1
3 WINSOME LEA ROAD 7.875 1,940.29 80
7.625 1,940.29 334,500.00
FALMOUTH ME 04105 1 11/30/99 00
09687823 05 01/01/00 0
09687823 O 12/01/29
0
1960368 286/286 F 409,250.00 ZZ
360 408,684.85 1
36633 BETHEL CHURCH ROAD 7.875 2,967.35 80
7.625 2,967.35 511,600.00
MECHANICSVILLE MD 20659 2 11/30/99 00
08893004 05 01/01/00 0
08893004 O 12/01/29
0
1960518 K15/G01 F 216,000.00 ZZ
360 215,716.46 1
623 KAPAIA STREET 8.125 1,603.79 70
7.875 1,603.79 310,000.00
HONOLULU HI 96825 2 11/24/99 00
0431737170 05 01/01/00 0
7434970 O 12/01/29
0
1960741 286/286 F 350,000.00 ZZ
360 349,504.36 1
2902 AMBER OAKS COURT 7.750 2,507.44 54
7.500 2,507.44 660,000.00
1
OAK HILL VA 20171 2 11/30/99 00
08855960 05 01/01/00 0
08855960 O 12/01/29
0
1960746 286/286 F 319,900.00 ZZ
360 319,500.95 1
13783 SE WILSON COURT 8.375 2,431.47 80
8.125 2,431.47 399,900.00
HAPPY VALLEY OR 97236 1 11/24/99 00
09689677 03 01/01/00 0
09689677 O 12/01/29
0
1960748 286/286 F 327,200.00 ZZ
360 326,759.34 1
1137 NICHOLS COURT 8.000 2,400.98 80
7.750 2,400.98 409,000.00
MILLERSVILLE MD 21108 1 11/23/99 00
08922650 03 01/01/00 0
08922650 O 12/01/29
0
1960751 286/286 F 320,000.00 ZZ
360 319,506.58 1
3309 AMERICUS DRIVE 7.625 2,264.94 55
7.375 2,264.94 590,000.00
SAN JOSE CA 95148 1 11/17/99 00
09686460 05 01/01/00 0
09686460 O 12/01/29
0
1960753 286/286 F 274,500.00 ZZ
360 274,130.41 1
881 PLEASANT PLAINS 8.000 2,014.18 90
7.750 2,014.18 305,000.00
DAVIDSONVILLE MD 21035 1 11/30/99 14
08937738 05 01/01/00 25
08937738 O 12/01/29
0
1960754 286/286 F 338,000.00 ZZ
360 337,533.27 1
13803 SOUTH 33RD STREET 7.875 2,450.73 80
7.625 2,450.73 422,500.00
PHOENIX AZ 85044 1 11/23/99 00
09689243 03 01/01/00 0
09689243 O 12/01/29
0
1
1960755 286/286 F 410,000.00 ZZ
360 409,389.54 1
24 LAUREL LAKE WEST 7.500 2,866.78 68
7.250 2,866.78 610,000.00
WESTON CT 06883 1 11/19/99 00
09686362 05 01/01/00 0
09686362 O 12/01/29
0
1960756 286/286 F 288,000.00 ZZ
360 287,649.82 1
3304 BROOK HIGHLAND CIRCLE 8.500 2,214.47 90
8.250 2,214.47 320,000.00
BIRMINGHAM AL 35242 1 11/17/99 10
09686240 03 01/01/00 25
09686240 O 12/01/29
0
1960893 A39/G01 F 637,500.00 ZZ
360 637,061.27 1
2116 LINDA FLORA DRIVE 7.875 4,622.32 60
7.625 4,622.32 1,065,000.00
LOS ANGELES CA 90077 1 12/02/99 00
0431734763 05 02/01/00 0
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WOODBURY CT 06798 1 11/04/99 00
8925250 05 12/01/99 0
8925250 O 11/01/29
0
1961056 286/286 F 266,000.00 ZZ
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14531 UPLANDS DRIVE 7.750 1,905.66 70
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09687880 O 01/01/30
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0431728682 05 02/01/00 0
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948031 03 03/01/00 0
948031 O 02/01/30
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1961667 B57/G01 F 308,000.00 ZZ
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ALTADENA CA 91001 1 12/13/99 00
0431732858 03 02/01/00 0
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1961679 A52/G01 F 306,000.00 ZZ
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0431725159 03 02/01/00 25
10024B O 01/01/30
0
1961906 H03/G01 F 281,400.00 ZZ
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0431740117 05 02/01/00 0
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1
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DOTTLEY O 01/11/30
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1962138 665/G01 F 345,000.00 ZZ
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25276 QAUILRIDGE ROAD 7.750 2,471.62 68
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LOS GATOS CA 95033 2 11/11/99 00
0431729623 05 01/01/00 0
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1962267 163/163 F 303,750.00 ZZ
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165 TITUS AVENUE 8.500 2,335.58 90
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1962270 709/G01 F 278,800.00 T
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0431734326 03 02/01/00 0
438960 O 01/01/30
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1962271 163/163 F 334,400.00 ZZ
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ALBANY GA 31707 2 10/08/99 00
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80027263 O 11/01/29
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1962274 163/163 F 310,000.00 ZZ
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BOWIE TX 76230 2 12/02/99 00
220091635 05 01/01/00 0
220091635 O 12/01/29
0
1962278 709/G01 F 391,200.00 ZZ
360 390,930.77 1
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RENTON WA 98058 1 12/01/99 00
0431736610 03 02/01/00 0
466219 O 01/01/30
0
1962280 163/163 F 300,000.00 ZZ
360 299,596.08 1
626 ROXBURY ROAD 8.000 2,201.29 80
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SOUTHBURY CT 06488 1 12/01/99 00
1000167506 05 01/01/00 0
1000167506 O 12/01/29
0
1962281 163/163 F 422,000.00 ZZ
360 421,709.59 1
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LAS VEGAS NV 89117 1 12/02/99 00
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1962284 163/163 F 257,400.00 ZZ
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25 TAYLOR DRIVE 8.250 1,933.76 90
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MILFORD NH 03055 2 11/22/99 04
1000173319 05 01/01/00 25
1000173319 O 12/01/29
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1
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DRESHER PA 19025 1 11/22/99 00
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1962295 163/163 F 300,000.00 ZZ
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43 WEBB ROAD 7.500 2,097.64 75
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FAIRFIELD CT 06432 1 10/26/99 00
499994505 05 12/01/99 0
499994505 O 11/01/29
0
1962298 163/163 F 346,700.00 ZZ
360 346,461.40 1
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ATLANTA GA 30309 1 12/13/99 00
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1962301 163/163 F 306,400.00 ZZ
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820 WEBSTER STREET 7.625 2,168.69 80
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NEEDHAM MA 02492 1 11/15/99 00
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6600010831 O 12/01/29
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1962302 163/163 F 420,000.00 ZZ
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5312 EAKES ROAD NW 8.000 3,081.81 79
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0
1962303 163/163 F 232,700.00 ZZ
360 232,522.94 1
1
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400776084 09 02/01/00 0
400776084 O 01/01/30
0
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3 NEAL DRIVE 8.125 1,967.61 87
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SIMSBURY CT 06070 2 11/24/99 04
1000167186 05 01/01/00 25
1000167186 O 12/01/29
0
1962312 163/163 F 260,000.00 ZZ
360 259,683.86 1
2155 TIMBER VALLEY DR NEE 8.500 1,999.18 68
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GRAND RAPIDS MI 49525 5 11/24/99 00
22411 05 01/01/00 0
22411 O 12/01/29
0
1962322 163/163 F 282,750.00 ZZ
360 282,117.15 1
8207 HARTONIA POINT DRIVE 7.375 1,952.88 80
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MILLERSVILLE MD 21108 1 11/12/99 00
91715338 05 01/01/00 0
91715338 O 12/01/29
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1962329 163/163 F 360,000.00 ZZ
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HINGHAM WI 53031 2 11/24/99 00
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0003521370 O 12/01/29
0
1962338 163/163 F 252,900.00 ZZ
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3554 MILBURN AVENUE 8.500 1,944.58 90
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BALDWIN NY 11510 1 12/01/99 04
0373898280 05 01/01/00 25
1
0373898280 O 12/01/29
0
1962392 N24/G01 F 473,000.00 ZZ
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CASTLE ROCK CO 80104 4 01/07/00 00
0431764414 05 03/01/00 0
REYNOLDS O 02/01/30
0
1962416 144/144 F 84,225.00 ZZ
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FIRE NO 40 WITTENBERG ROAD 7.750 603.40 75
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WOODSTOCK NY 12498 1 12/23/99 00
160650523 05 02/01/00 0
160650523 O 01/01/30
0
1962489 462/G01 F 368,200.00 ZZ
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136 CYMBIDIUM CIRCLE 8.000 2,701.73 75
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SOUTH SAN FRANC CA 94080 1 11/12/99 00
0431742055 03 01/01/00 0
7358005 O 12/01/29
0
1962493 462/G01 F 286,400.00 ZZ
360 286,004.51 1
5403 STERLING BROOK 7.875 2,076.60 80
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HOUSTON TX 77041 1 11/24/99 00
0431748813 03 01/01/00 0
7181407 O 12/01/29
0
1962498 462/G01 F 266,150.00 ZZ
360 265,791.63 1
4842 NW124TH WAY 8.000 1,952.92 95
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0431742030 03 01/01/00 30
7010507 O 12/01/29
0
1
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360 266,103.20 1
1329 VILLAGE GREEN DRIVE 7.500 1,863.41 75
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SOUTHLAKE TX 76092 1 11/23/99 00
0431748938 03 01/01/00 0
6939607 O 12/01/29
0
1962547 462/G01 F 346,750.00 ZZ
360 346,294.82 1
11103 NW 71 TERRACE 8.125 2,574.61 80
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MIAMI FL 33178 1 11/30/99 00
0431748722 03 01/01/00 0
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0
1962553 462/G01 F 307,200.00 ZZ
360 306,775.77 1
1001 NW 124 AVENUE 7.875 2,227.42 95
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CORAL SPRINGS FL 33071 1 11/22/99 04
0431748748 03 01/01/00 30
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0
1962647 163/G01 F 582,400.00 ZZ
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0
1962688 L86/G01 F 373,600.00 ZZ
360 373,600.00 1
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ARCADIA CA 91006 1 01/11/00 00
0431801349 05 03/01/00 0
20502248 O 02/01/30
0
1962697 A50/A50 F 452,000.00 ZZ
360 451,421.56 1
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1
MARYVILLE TN 37801 2 11/22/99 00
127154 05 01/01/00 0
127154 O 12/01/29
0
1962711 253/253 F 325,000.00 ZZ
360 324,798.00 1
9022 COYNE VALLEY ROAD 8.375 2,470.23 69
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BRECKENRIDGE CO 80424 1 12/13/99 00
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947933 O 01/01/30
0
1962834 992/G01 F 283,550.00 ZZ
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365868 O 01/01/30
0
1962921 A50/A50 F 500,000.00 ZZ
360 499,360.15 1
1111 SHOALS DRIVE 8.250 3,756.33 59
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127572 05 01/01/00 0
127572 O 12/01/29
0
1962990 K68/G01 F 484,800.00 ZZ
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108 SELBY DRIVE 7.750 3,473.17 80
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MADISON MS 39110 2 12/29/99 00
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4703940 O 01/01/30
0
1963130 637/G01 F 280,000.00 ZZ
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SANDY UT 84094 1 12/17/99 12
0431740299 05 02/01/00 12
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0
1
1963145 A02/G01 F 147,800.00 ZZ
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BLUE ISLAND IL 60406 2 12/28/99 10
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04990267 O 01/01/30
0
1963148 Q73/G01 F 58,900.00 ZZ
240 58,803.07 1
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TAYLOR MS 38673 2 12/21/99 01
0431740273 05 02/01/00 12
2725260 O 01/01/20
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1963151 637/G01 F 251,650.00 T
360 251,481.15 1
900 ACE COURT 8.000 1,846.52 70
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INCLINE VILLAGE NV 89451 1 12/03/99 00
0431740323 05 02/01/00 0
13835699 O 01/01/30
0
1963170 637/G01 F 273,600.00 ZZ
360 273,416.42 1
2130 BURLWOOD DRIVE 8.000 2,007.58 90
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HOLLISTER CA 95023 1 12/09/99 14
0431740901 05 02/01/00 25
13957501 O 01/01/30
0
1963195 163/G01 F 299,900.00 ZZ
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0
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360 299,618.37 1
1
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PEORIA AZ 85381 1 12/18/99 04
0431740356 03 02/01/00 30
12382081 O 01/01/30
0
1963266 P55/G01 F 180,000.00 ZZ
360 180,000.00 1
24509 CONNECTICUT DRIVE 9.000 1,448.32 90
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SOUTHFIELD MI 48075 1 01/14/00 04
0431786805 05 03/01/00 25
82573 O 02/01/30
0
1963306 N24/G01 F 352,000.00 ZZ
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12600 COUNTY ROAD 134 8.375 2,675.45 80
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KIOWA CO 80117 2 12/27/99 00
0431744713 05 02/01/00 0
563721636 O 01/01/30
0
1963372 F97/F97 F 388,000.00 ZZ
360 387,739.66 1
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OAK PARK IL 60302 1 12/15/99 00
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2000191631 O 01/01/30
0
1963374 F97/F97 F 496,000.00 ZZ
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132 EAST DELAWARE PLACE #5003 8.125 3,682.79 80
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CHICAGO IL 60611 1 12/01/99 00
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0
1963377 F97/F97 F 304,000.00 ZZ
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5733 S DORCHESTER AVE 7.375 2,099.65 80
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CHICAGO IL 60637 1 05/12/99 00
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1
2000185488 O 06/01/29
0
1963460 163/G01 F 600,000.00 ZZ
360 599,128.72 1
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1000143447 O 12/01/29
0
1963465 889/G01 F 411,400.00 ZZ
360 411,123.96 1
5301 ASILOMAR COURT 8.000 3,018.71 80
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UNION CITY CA 94587 1 12/15/99 00
0431753789 05 02/01/00 0
51698042 O 01/01/30
0
1963475 163/G01 F 337,840.00 ZZ
360 337,613.32 1
10528 PARTRINGTON COURT 8.000 2,478.95 75
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LAS VEGAS NV 89123 1 12/03/99 00
0431743616 03 02/01/00 0
217131147 O 01/01/30
0
1963581 J95/J95 F 275,000.00 ZZ
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5620 HOLLYWOOD 8.500 2,114.52 75
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OZARK MO 65721 2 10/25/99 00
0017089376 05 12/01/99 0
0017089376 O 11/01/29
0
1963612 J95/J95 F 271,200.00 ZZ
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MILL CREEK WA 98012 1 11/29/99 00
0017138819 03 01/01/00 0
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0
1
1963620 J95/J95 F 279,000.00 ZZ
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ADDISON IL 60101 1 11/12/99 12
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0
1963626 J95/J95 F 296,000.00 T
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0
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9700 FINCH COURT 8.000 2,025.01 95
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ELLICOTT CITY MD 21042 1 11/04/99 10
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0
1963635 J95/J95 F 272,750.00 ZZ
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1241 TWELVE STONES 8.000 2,001.34 80
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0014242911 O 11/01/29
0
1963640 J95/J95 F 295,800.00 ZZ
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510 HOLLY STREET 7.875 2,144.76 80
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DENVER CO 80220 1 11/12/99 00
0014852685 05 01/01/00 0
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0
1963642 J95/J95 F 275,000.00 ZZ
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12770 BUCKTHORN LANE 8.125 2,041.87 69
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1
RENO NV 89511 1 10/12/99 00
0012912614 03 12/01/99 0
0012912614 O 11/01/29
0
1963646 J95/J95 F 269,900.00 ZZ
360 269,405.99 1
76 BUCKTHORN DRIVE 8.500 2,075.30 90
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LITTLETON CO 80127 1 10/21/99 10
0022086748 03 12/01/99 25
0022086748 O 11/01/29
0
1963648 J95/J95 F 269,600.00 ZZ
360 269,254.98 1
17855 LEELAND ORCHARD ROAD 8.250 2,025.42 80
8.000 2,025.42 337,000.00
LEESBURG VA 20176 1 11/30/99 00
0017044371 05 01/01/00 0
0017044371 O 12/01/29
0
1963650 J95/J95 F 258,800.00 ZZ
360 257,686.17 1
21531 AWBREY PLACE 7.750 1,854.08 80
7.500 1,854.08 323,527.00
ASHBURN VA 20148 1 07/30/99 00
0009892118 03 09/01/99 0
0009892118 O 08/01/29
0
1963652 J95/J95 F 266,000.00 ZZ
360 265,487.63 1
8420 SANDY BERRY COVE 8.250 1,998.37 95
8.000 1,998.37 280,000.00
GERMANTOWN TN 38138 1 11/01/99 04
0015207095 05 12/01/99 30
0015207095 O 11/01/29
0
1963656 J95/J95 F 269,600.00 ZZ
360 269,067.35 1
8006 WINGATE DRIVE 8.125 2,001.77 80
7.875 2,001.77 337,000.00
GLENN DALE MD 20769 5 11/08/99 00
0013371646 05 12/01/99 0
0013371646 O 11/01/29
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1
1963658 J95/J95 F 284,050.00 ZZ
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730 5TH STREET NE 8.250 2,133.98 95
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WASHINGTON DC 20002 1 11/04/99 12
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0
1963662 J95/J95 F 272,000.00 ZZ
360 271,223.08 1
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AVON IN 46123 1 11/24/99 00
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360 277,575.62 1
255 KETTLE POND DRIVE 7.375 1,920.08 80
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WAKEFIELD RI 02879 1 11/18/99 00
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0018052993 O 12/01/29
0
1963675 J95/J95 F 276,000.00 ZZ
360 275,655.70 1
12 NOTTINGHAM ROAD 8.375 2,097.80 80
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LYNNFIELD MA 01940 1 11/05/99 00
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1963677 J95/J95 F 280,500.00 ZZ
360 280,131.41 1
24204 SOUTHEAST 37TH PLACE 8.125 2,082.70 85
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ISSAQUAH WA 98029 1 11/15/99 04
0014967848 03 01/01/00 12
0014967848 O 12/01/29
0
1963679 J95/J95 F 293,200.00 ZZ
360 292,620.69 1
1
6901 TRUMPETER SWAN LANE 8.125 2,177.01 80
7.875 2,177.01 366,500.00
MANASSAS VA 20112 1 10/29/99 00
0009894080 03 12/01/99 0
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0
1963683 J95/J95 F 271,700.00 ZZ
360 271,517.69 1
12540 RENOIR 8.000 1,993.64 95
7.750 1,993.64 286,000.00
DALLAS TX 75204 1 12/03/99 12
0014192397 05 02/01/00 30
0014192397 O 01/01/30
0
1963688 J95/J95 F 260,850.00 ZZ
360 260,347.55 1
13602 WATER FOWL WAY 8.250 1,959.68 90
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UPPER MARLBORO MD 20774 1 11/05/99 12
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0
1963701 J95/J95 F 268,200.00 ZZ
360 267,838.88 1
19512 SOUTH GRAHAM ROAD 8.000 1,967.96 84
7.750 1,967.96 320,000.00
CHENEY WA 99004 2 11/05/99 10
0014669030 05 01/01/00 12
0014669030 O 12/01/29
0
1963706 J95/J95 F 261,600.00 ZZ
360 260,664.80 1
1301 DUCHESS LANE 7.750 1,874.14 80
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0009729229 05 10/01/99 0
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0
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ATLANTA GA 30307 2 11/01/99 00
0010090520 05 12/01/99 0
1
0010090520 O 11/01/29
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360 257,364.05 1
16922 NORTHEAST 38TH PLACE 7.875 1,869.95 95
7.625 1,869.95 271,500.00
BELLEVUE WA 98008 1 10/26/99 10
0014967798 05 12/01/99 30
0014967798 O 11/01/29
0
1963712 J95/J95 F 275,000.00 ZZ
360 274,820.11 1
11601 SW 88TH AVENUE 8.125 2,041.87 62
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MIAMI FL 33176 5 12/03/99 00
0022049704 05 02/01/00 0
0022049704 O 01/01/30
0
1963714 J95/J95 F 258,750.00 ZZ
360 258,251.61 1
1234 OTTER CREEK RD 8.250 1,943.90 75
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NASHVILLE TN 37215 5 10/21/99 00
0015166861 05 12/01/99 0
0015166861 O 11/01/29
0
1963716 J95/J95 F 286,700.00 ZZ
360 286,323.65 1
646 DIXON FARM ROAD 8.125 2,128.74 78
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WALLAND TN 37886 2 11/30/99 00
0015236292 05 01/01/00 0
0015236292 O 12/01/29
0
1963717 J95/J95 F 270,000.00 ZZ
360 269,654.48 1
21639 32ND AVENUE WEST 8.250 2,028.42 74
8.000 2,028.42 367,230.00
BRIER WA 98036 1 11/03/99 00
0013078274 05 01/01/00 0
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0
1
1963718 J95/J95 F 260,000.00 ZZ
360 259,675.66 1
2117 COMMONWEALTH AVENUE 8.375 1,976.19 66
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AUBURNDALE MA 02466 5 11/23/99 00
0022177257 05 01/01/00 0
0022177257 O 12/01/29
0
1963719 J95/J95 F 281,800.00 ZZ
360 281,355.78 1
15190 RIDGEFIELD LANE 7.750 2,018.85 80
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COLORADO SPRING CO 80921 1 11/15/99 00
0018066506 03 01/01/00 0
0018066506 O 12/01/29
0
1963722 J95/J95 F 288,000.00 ZZ
300 282,877.62 1
26 NEW STREET 7.125 2,058.55 80
6.875 2,058.55 360,000.00
PURCHASE NY 10577 5 03/08/99 00
0009703927 05 05/01/99 0
0009703927 O 04/01/24
0
1963723 J95/J95 F 262,000.00 ZZ
360 261,656.06 1
2626 SW UPPER DRIVE PLACE 8.125 1,945.35 80
7.875 1,945.35 327,500.00
PORTLAND OR 97201 1 11/18/99 00
0017113960 05 01/01/00 0
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0
1963741 J95/J95 F 283,400.00 ZZ
360 283,046.47 1
15 (LOT 108) BRAMBLE HILL ROAD 8.375 2,154.05 95
8.125 2,154.05 300,000.00
METHUEN MA 01844 1 11/24/99 14
0022067144 05 01/01/00 30
0022067144 O 12/01/29
0
1963743 J95/J95 F 264,000.00 ZZ
360 263,662.14 1
8006 BLOCK COURT 8.250 1,983.35 80
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1
TINLEY PARK IL 60477 1 11/08/99 00
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0017126962 O 12/01/29
0
1963745 J95/J95 F 255,400.00 ZZ
360 254,490.32 1
1693 TIMBERLAND ROAD 8.125 1,896.34 80
7.875 1,896.34 319,300.00
ATLANTA GA 30345 1 10/29/99 00
0010769248 05 12/01/99 0
0010769248 O 11/01/29
0
1963747 J95/J95 F 288,000.00 ZZ
360 285,192.64 1
8818 TALLYHO TRAIL 8.500 2,214.48 80
8.250 2,214.48 360,000.00
POTOMAC MD 20854 1 10/27/99 00
0018061549 05 12/01/99 0
0018061549 O 11/01/29
0
1963751 J95/J95 F 258,800.00 ZZ
356 257,933.05 1
3001 HODGES LANDING DRIVE 7.875 1,881.71 80
7.625 1,881.71 327,000.00
KNOXVILLE TN 37920 1 10/27/99 00
0015162522 05 12/01/99 0
0015162522 O 07/01/29
0
1963754 J95/J95 F 277,500.00 ZZ
360 277,097.03 1
625 GATEHOUSE ROAD 7.625 1,964.13 75
7.375 1,964.13 370,000.00
TULLY NY 13159 5 11/05/99 00
0022060776 05 01/01/00 0
0022060776 O 12/01/29
0
1963758 J95/J95 F 284,000.00 ZZ
360 283,479.87 1
2236 TIMBER ROSE DRIVE 8.250 2,133.66 74
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LAS VEGAS NV 89134 1 11/15/99 00
0016969941 03 01/01/00 0
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0
1
1963768 J95/J95 F 274,050.00 ZZ
360 273,708.13 1
899 WEST MEADOWLARK LANE 8.375 2,082.98 90
8.125 2,082.98 305,500.00
CORRALES NM 87048 1 11/16/99 14
0022090104 05 01/01/00 25
0022090104 O 12/01/29
0
1963771 J95/J95 F 296,250.00 ZZ
360 295,861.11 1
400 COUNTY ROAD 139 8.125 2,199.65 73
7.875 2,199.65 410,000.00
HUTTO TX 78634 1 11/09/99 00
0014308175 05 01/01/00 0
0014308175 O 12/01/29
0
1963773 J95/J95 F 266,000.00 ZZ
360 265,487.63 1
2615 OAK RIDGE DRIVE 8.250 1,998.37 95
8.000 1,998.37 280,000.00
CARSON CITY NV 89703 1 10/01/99 10
THOMAS 05 12/01/99 30
THOMAS O 11/01/29
0
1963777 J95/J95 F 260,000.00 ZZ
360 259,486.33 1
1005 WEST HAYNES ROAD 8.125 1,930.49 80
7.875 1,930.49 325,000.00
CANTON GA 30114 2 10/28/99 00
0022050991 05 12/01/99 0
0022050991 O 11/01/29
0
1963778 J95/J95 F 280,160.00 ZZ
360 279,773.11 1
29040 SW BAKER ROAD 7.875 2,031.36 80
7.625 2,031.36 350,200.00
SHERWOOD OR 97140 1 11/09/99 00
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0
1963783 J95/J95 F 288,150.00 T
360 287,762.01 1
1
3576 HIGHWAY 95 8.000 2,114.35 79
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PARKER AZ 85344 1 11/20/99 00
0014403513 05 01/01/00 0
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0
1963811 E58/E58 F 165,600.00 ZZ
360 165,255.84 1
20 GOLDEN ASH WAY 7.875 1,200.72 80
7.625 1,200.72 207,050.00
GAITHERSBURG MD 20878 1 11/05/99 00
18062521 09 12/01/99 0
18062521 O 11/01/29
0
1963823 163/G01 F 362,000.00 ZZ
360 361,769.17 1
132 ELEVEN LEVELS ROAD 8.250 2,719.58 65
8.000 2,719.58 559,000.00
RIDGEFIELD CT 06877 2 12/18/99 00
0431751197 05 02/01/00 0
1000170117 O 01/01/30
0
1963824 609/G01 F 316,000.00 T
360 315,798.50 1
2322 DANISH LANDING ROAD 8.250 2,374.00 80
8.000 2,374.00 395,000.00
GRAYLING MI 49738 1 12/17/99 00
0431745637 05 02/01/00 0
174763 O 01/01/30
0
1963830 163/G01 F 200,000.00 ZZ
360 199,865.80 1
2316 EAST 5TH STREET 8.000 1,467.53 58
7.750 1,467.53 350,000.00
BROOKLYN NY 11223 1 12/20/99 00
0431751148 05 02/01/00 0
1000187395 O 01/01/30
0
1963859 B60/G01 F 350,000.00 ZZ
360 349,759.14 1
920 SOUTH CAMERFORD LANE 7.875 2,537.74 80
7.625 2,537.74 437,500.00
ANAHEIM CA 92808 1 12/16/99 00
0431760594 03 02/01/00 0
1
280678 O 01/01/30
0
1963867 830/G01 F 266,250.00 ZZ
360 266,088.71 1
419 EAST BRAYDEN WAY 8.500 2,047.23 75
8.250 2,047.23 355,000.00
DRAPER UT 84020 2 12/27/99 00
0431804491 03 02/01/00 0
MAYER544365 O 01/01/30
0
1963869 B60/G01 F 320,000.00 ZZ
360 319,768.39 1
11226 VANDEMEN WAY 7.625 2,264.94 67
7.375 2,264.94 479,958.00
SAN DIEGO CA 92131 1 12/17/99 00
0431755115 03 02/01/00 0
280723 O 01/01/30
0
1963911 N24/G01 F 358,000.00 ZZ
360 358,000.00 1
1590 OLD SEQUOIA COURT 8.625 2,784.49 80
8.375 2,784.49 450,000.00
FRANKTOWN CO 80116 4 01/21/00 00
0431801042 05 03/01/00 0
14331 O 02/01/30
0
1963974 825/G01 F 205,000.00 ZZ
360 205,000.00 1
0094 CEDAR WAY 8.250 1,540.10 72
8.000 1,540.10 285,000.00
NEW CASTLE CO 81647 5 12/29/99 00
0431746429 05 03/01/00 0
MAULBETSCH O 02/01/30
0
1964020 637/G01 F 400,000.00 ZZ
360 399,738.34 1
2432 LINCOLN AVE 8.125 2,969.99 80
7.875 2,969.99 500,000.00
BELMONT CA 94002 1 12/13/99 00
0431759901 05 02/01/00 0
0011000130 O 01/01/30
0
1
1964124 685/G01 F 194,600.00 ZZ
360 194,479.05 1
402 NORTH AUGUSTA LANE 8.375 1,479.10 50
8.125 1,479.10 391,000.00
PLACENTIA CA 92870 1 12/23/99 00
0431780220 03 02/01/00 0
601708 O 01/01/30
0
1964148 N24/G01 F 300,000.00 ZZ
360 300,000.00 1
1338 GAMBEL OAKS DRIVE 8.500 2,306.74 43
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ELIZABETH CO 80107 4 01/14/00 00
0431787225 03 03/01/00 0
0391249 O 02/01/30
0
1964157 Q59/G01 F 342,000.00 ZZ
360 341,792.82 1
815 SOUTH KINGSLEY DRIVE 8.500 2,629.68 90
8.250 2,629.68 380,000.00
LOS ANGELES CA 90005 1 12/23/99 11
0431752864 05 02/01/00 25
9901581 O 01/01/30
0
1964185 163/163 F 300,000.00 ZZ
360 299,808.70 1
8434 SOUTH OAK COURT 8.250 2,253.80 90
8.000 2,253.80 334,211.00
LITTLETON CO 80127 1 12/17/99 11
217202559 03 02/01/00 25
217202559 O 01/01/30
0
1964198 313/G01 F 213,600.00 ZZ
360 213,456.67 1
5505 DUSTY COURT 8.000 1,567.33 80
7.750 1,567.33 267,000.00
COLLEYVILLE TX 76034 1 12/28/99 00
0431750108 05 02/01/00 0
6867667 O 01/01/30
0
1964213 B88/G01 F 296,000.00 ZZ
360 295,816.02 1
6 BENAIAH LITTLEFIELD ROAD 8.375 2,249.81 80
ALEWIVE FARMS 8.125 2,249.81 370,000.00
1
KENNEBUNK ME 04043 1 12/28/99 00
0431749514 05 02/01/00 0
20006412 O 01/01/30
0
1964223 B60/G01 F 286,000.00 ZZ
360 285,793.00 1
1210 EAST ACACIA AVENUE 7.625 2,024.29 80
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EL SEGUNDO CA 90245 1 12/21/99 00
0431772375 05 02/01/00 0
279680 O 01/01/30
0
1964262 757/G01 F 312,000.00 ZZ
360 311,790.65 1
710 LONGWOOD DRIVE 8.000 2,289.35 80
7.750 2,289.35 390,000.00
ATLANTA GA 30305 1 12/23/99 00
0431759968 05 02/01/00 0
2299188 O 01/01/30
0
1964456 815/G01 F 135,000.00 ZZ
360 134,911.68 1
101 LANTERN ROAD 8.125 1,002.38 73
7.875 1,002.38 185,000.00
HICKSVILLE NY 11801 1 12/17/99 00
0431753292 05 02/01/00 0
309490 O 01/01/30
0
1964494 F28/G01 F 258,400.00 T
360 257,699.51 1
133 QUARTERDECK DRIVE 8.000 1,896.01 80
7.750 1,896.01 323,000.00
DUCK NC 27949 1 09/15/99 00
0431773886 03 11/01/99 0
5016385 O 10/01/29
0
1964526 B60/G01 F 326,392.00 ZZ
360 326,155.77 1
3665 WALLY PLACE WAY 7.625 2,310.18 80
7.375 2,310.18 407,990.00
SAN JOSE CA 95121 1 12/22/99 00
0431760248 05 02/01/00 0
277459 O 01/01/30
0
1
1964530 A50/A50 F 344,000.00 ZZ
360 343,763.26 1
114 MARINERS WALK 7.875 2,494.24 80
7.625 2,494.24 430,000.00
BRUNSWICK GA 31523 2 12/27/99 00
122168 03 02/01/00 0
122168 O 01/01/30
0
1964536 286/286 F 280,000.00 ZZ
360 279,821.45 1
7345 RIDGE AVE 8.250 2,103.55 80
8.000 2,103.55 350,000.00
CHICAGO IL 60645 1 12/30/99 00
0646146 05 02/01/00 0
0646146 O 01/01/30
0
1964606 B60/G01 F 280,000.00 ZZ
360 279,812.13 1
511 19TH STREET 8.000 2,054.54 78
7.750 2,054.54 360,000.00
HUNTINGTON BEAC CA 92648 1 12/27/99 00
0431777457 07 02/01/00 0
279923 O 01/01/30
0
1964607 B60/G01 F 350,400.00 ZZ
360 350,400.00 1
12057 FALCON CREST WAY 7.625 2,480.11 80
7.375 2,480.11 438,000.00
NORTHRIDE AREA CA 91326 1 12/27/99 00
0431759216 03 03/01/00 0
280580 O 02/01/30
0
1964610 685/G01 F 280,950.00 ZZ
360 280,775.37 1
12655 CANYONWIND ROAD 8.375 2,135.43 80
8.125 2,135.43 351,223.00
RIVERSIDE CA 92503 1 12/10/99 00
0431758671 05 02/01/00 0
601541 O 01/01/30
0
1964647 M39/G01 F 288,000.00 BB
360 288,000.00 1
1
1461 SOUTH VALLEY VIEW CIRCLE 8.875 2,291.46 80
8.625 2,291.46 360,000.00
SPRINGVILLE UT 84663 4 01/12/00 00
0431788355 05 03/01/00 0
SMITH O 02/01/30
0
1964742 L48/G01 F 147,000.00 ZZ
360 146,871.88 1
9684 LEONARD 8.750 1,156.45 72
8.500 1,156.45 205,000.00
COOPERSVILLE MI 49404 2 12/10/99 00
0431764364 05 02/01/00 0
DRAFT O 01/01/30
0
1964745 J74/G01 F 148,500.00 ZZ
360 148,418.89 1
10710 SW 55 TERRACE 9.000 1,194.86 90
8.750 1,194.86 165,000.00
MIAMI FL 33165 1 12/27/99 11
0431760842 05 02/01/00 25
GUZMAN O 01/01/30
0
1964999 811/G01 F 108,750.00 ZZ
360 108,689.04 1
857 PINECREEK DRIVE 8.875 865.26 75
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CENTERVILLE OH 45458 1 12/31/99 00
0431760735 05 02/01/00 0
FM00120934 O 01/01/30
0
1965020 A50/A50 F 650,000.00 ZZ
360 649,585.52 1
4333 ALTAMONT ROAD 8.250 4,883.23 60
8.000 4,883.23 1,100,000.00
BIRMINGHAM AL 35213 2 12/09/99 00
128033 05 02/01/00 0
128033 O 01/01/30
0
1965064 299/G01 F 328,500.00 ZZ
360 328,057.69 1
2130 REDBUSH TERRACE 8.000 2,410.42 90
7.750 2,410.42 365,000.00
SAN JOSE CA 95128 1 11/01/99 12
0431764406 05 01/01/00 25
1
0137420352 O 12/01/29
0
1965068 299/G01 F 363,300.00 ZZ
360 362,785.51 1
9613 CANDISH COURT 7.750 2,602.73 80
7.500 2,602.73 454,137.00
FAIRFAX STATION VA 22039 1 11/16/99 00
0431777978 03 01/01/00 0
0108760281 O 12/01/29
0
1965077 299/G01 F 299,200.00 ZZ
360 298,448.29 1
160 CREEK WATER LANE 8.375 2,274.14 80
8.125 2,274.14 374,000.00
ARNOLD MD 21012 1 09/29/99 00
0431764042 05 11/01/99 0
135166098 O 10/01/29
0
1965080 299/G01 F 288,800.00 ZZ
360 287,818.10 1
6042 CHESBRO AVENUE 8.000 2,119.11 80
7.750 2,119.11 361,000.00
SAN JOSE CA 95123 1 08/03/99 00
0431776483 05 10/01/99 0
111065488 O 09/01/29
0
1965085 299/G01 F 504,000.00 ZZ
360 498,366.58 1
1615 HARBOR ROAD 6.500 3,185.63 80
6.250 3,185.63 630,000.00
WILLIAMSBURG VA 23185 1 02/02/99 00
0431778281 03 03/01/99 0
109739995 O 02/01/29
0
1965090 299/G01 F 570,000.00 ZZ
360 568,205.17 1
1557 DOMINION HILL COURT 7.250 3,888.41 74
7.000 3,888.41 774,407.00
MCLEAN VA 22101 1 09/30/99 00
0431776467 05 11/01/99 0
0110633633 O 10/01/29
0
1
1965095 299/G01 F 372,000.00 ZZ
360 369,191.80 1
680 OLD WESTMINSTER RD 6.375 2,320.80 80
6.125 2,320.80 465,000.00
WESTMINSTER MD 21157 2 05/24/99 00
0431776855 05 07/01/99 0
110733425 O 06/01/29
0
1965101 299/G01 F 344,000.00 ZZ
360 341,752.92 1
18019 YELLOW SCHOOLHOUSE RD 7.125 2,317.60 80
6.875 2,317.60 430,000.00
ROUND HILL VA 20141 2 05/20/99 00
0431775634 05 07/01/99 0
0000963740 O 06/01/29
0
1965103 299/G01 F 300,000.00 ZZ
360 299,436.68 1
3251 HAWTHORNE DRIVE WEST 8.375 2,280.22 79
8.125 2,280.22 381,443.00
CARMEL IN 46033 1 10/19/99 00
0431775642 05 12/01/99 0
0110659505 O 11/01/29
0
1965105 299/G01 F 303,960.00 ZZ
360 303,540.24 1
1519 NEIRIS STREET 7.875 2,203.93 80
7.625 2,203.93 379,950.00
ISSAQUAH WA 98029 1 11/19/99 00
0431771419 05 01/01/00 0
0135013613 O 12/01/29
0
1965120 299/G01 F 650,000.00 ZZ
360 648,062.75 1
5578 INDIAN RIDGE ROAD 8.375 4,940.47 79
8.125 4,940.47 830,000.00
DOYLESTOWN PA 18901 2 09/23/99 00
0431775410 05 11/01/99 0
111069829 O 10/01/29
0
1965122 299/G01 F 280,000.00 ZZ
360 279,329.17 1
26822 ZAPATA CIRLE 8.000 2,054.55 80
7.750 2,054.55 350,000.00
1
MISSION VIEJO CA 92692 1 10/20/99 00
0431798040 05 12/01/99 0
0137531653 O 11/01/29
0
1965126 299/G01 F 328,000.00 ZZ
360 327,265.14 1
10603 WINSLOW DRIVE 7.500 2,293.43 80
7.250 2,293.43 410,000.00
FAIRFAX STATION VA 22039 1 10/21/99 00
0431777705 05 12/01/99 0
0135100675 O 11/01/29
0
1965129 299/G01 F 414,200.00 ZZ
360 412,863.21 1
11854 TIMBER KNOLL COURT 7.125 2,790.55 80
6.875 2,790.55 517,767.00
HERNDON VA 20170 1 09/15/99 00
0431772268 05 11/01/99 0
110217908 O 10/01/29
0
1965142 299/G01 F 260,000.00 ZZ
360 258,382.80 1
34455 SNICKERSVILLE TRPK 7.375 1,795.76 80
7.125 1,795.76 325,000.00
BLUEMONT VA 20135 2 05/10/99 00
0431765221 05 07/01/99 0
108876061 O 06/01/29
0
1965169 S74/G01 F 440,000.00 ZZ
360 440,000.00 1
6420 EL PASEO DRIVE 8.250 3,305.57 79
8.000 3,305.57 562,600.00
SAN JOSE CA 95120 1 01/19/00 00
0431804244 05 03/01/00 0
79863 O 02/01/30
0
1965174 299/G01 F 275,200.00 ZZ
360 274,819.96 1
4047 MAPLE AVENUE 7.875 1,995.40 80
7.625 1,995.40 344,000.00
OAKLAND CA 94602 1 11/11/99 00
0431765304 05 01/01/00 0
0137420949 O 12/01/29
0
1
1965177 299/G01 F 302,000.00 ZZ
360 299,826.75 1
36544 INNISBROOK CIRCLE 6.625 1,933.74 80
6.375 1,933.74 377,500.00
PURCELLVILLE VA 20132 1 05/27/99 00
0431765213 03 07/01/99 0
109637462 O 06/01/29
0
1965181 299/G01 F 302,000.00 ZZ
360 301,538.46 1
6717 ARLINGTON 7.750 2,163.56 79
7.500 2,163.56 384,000.00
WEST BLOOMFIELD MI 48322 2 11/12/99 00
0431777044 05 01/01/00 0
0137486486 O 12/01/29
0
1965201 K15/G01 F 330,000.00 ZZ
360 329,588.34 1
4813 GALENDO STREET 8.375 2,508.24 63
8.125 2,508.24 530,000.00
WOODLAND HILLS CA 91364 1 11/15/99 00
0431764661 05 01/01/00 0
1745355 O 12/01/29
0
1965222 K81/G01 F 115,000.00 ZZ
360 114,933.83 1
341 SNOWMOODY WAY 8.750 904.71 57
8.500 904.71 205,000.00
ONTARIO OR 97914 1 12/23/99 00
0431768100 05 02/01/00 0
5500180 O 01/01/30
0
1965233 299/G01 F 426,700.00 ZZ
360 425,543.25 1
2158 BONAVENTURE DRIVE 8.000 3,130.98 75
7.750 3,130.98 568,992.00
VIENNA VA 22181 1 10/01/99 00
0431765197 03 11/01/99 0
110844854 O 10/01/29
0
1965243 299/G01 F 300,000.00 ZZ
360 299,344.43 1
1
1740 BEACON STREET 7.625 2,123.39 34
7.375 2,123.39 897,000.00
BROOKLINE MA 02446 1 10/12/99 00
0431765353 07 12/01/99 0
0110431400 O 11/01/29
0
1965246 299/G01 F 337,500.00 ZZ
360 337,089.62 1
25813 WEST 67TH 8.500 2,595.09 75
8.250 2,595.09 450,000.00
SHAWNEE KS 66226 5 11/22/99 00
0431765239 05 01/01/00 0
0137521530 O 12/01/29
0
1965248 299/G01 F 310,000.00 ZZ
360 309,560.99 1
104 DORADO TERRACE 7.750 2,220.88 72
7.500 2,220.88 436,000.00
SAN FRANCISCO CA 94112 1 11/18/99 00
0431765130 07 01/01/00 0
0137421111 O 12/01/29
0
1965249 575/G01 F 134,850.00 ZZ
360 134,761.79 1
89 AUSTIN STREET 8.125 1,001.26 75
7.875 1,001.26 179,800.00
TINTON FALLS NJ 07712 1 12/15/99 00
0431778158 01 02/01/00 0
4321881 O 01/01/30
0
1965253 299/G01 F 304,000.00 ZZ
360 303,498.07 1
12369 VANOUS ROAD 9.000 2,446.06 75
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DUNKIRK MD 20754 2 11/01/99 00
0431765114 05 12/01/99 0
0135160943 O 11/01/29
0
1965255 299/G01 F 275,000.00 ZZ
360 271,881.14 1
20 SPRING STREET 6.625 1,760.86 68
6.375 1,760.86 410,000.00
CHESTER CT 06412 1 04/30/99 00
0431765015 05 06/01/99 0
1
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0
1965258 299/G01 F 393,800.00 ZZ
360 391,289.72 1
100 NIBLICK DRIVE 7.250 2,686.42 80
7.000 2,686.42 492,250.00
VIENNA VA 22180 2 05/12/99 00
0431775519 05 07/01/99 0
109522797 O 06/01/29
0
1965264 299/G01 F 650,000.00 ZZ
360 649,007.76 1
58 VALLEY LANE 7.375 4,489.39 78
7.125 4,489.39 840,000.00
CHAPPAQUA NY 10514 1 11/24/99 00
0431776434 05 01/01/00 0
0137527016 O 12/01/29
0
1965269 299/G01 F 326,000.00 ZZ
360 325,603.62 1
133 COLONIAL DRIVE 8.500 2,506.66 80
8.250 2,506.66 408,000.00
MABANK TX 75147 2 11/19/99 00
0431765163 03 01/01/00 0
0110091600 O 12/01/29
0
1965270 420/G01 F 300,000.00 ZZ
360 300,000.00 1
166 CRESTMOOR CIRCLE 8.375 2,280.22 80
8.125 2,280.22 375,000.00
PACIFICA CA 94044 1 12/15/99 00
0431760313 03 03/01/00 0
0000437780 O 02/01/30
0
1965304 163/G01 F 262,800.00 ZZ
360 262,619.15 1
764 LAKE VILLAGE DRIVE 7.875 1,905.48 80
7.625 1,905.48 330,000.00
WATSONVILLE CA 95076 1 12/21/99 00
0431762970 05 02/01/00 0
717234362 O 01/01/30
0
1
1965306 J40/G01 F 54,900.00 ZZ
360 54,867.58 1
3301 CARROLLTON ROAD 8.625 427.01 90
8.375 427.01 61,000.00
GRENADA MS 38901 2 12/20/99 10
0431766013 05 02/01/00 25
9919060 O 01/01/30
0
1965311 B79/G01 F 282,400.00 ZZ
360 282,400.00 1
2891 FLEETWOOD DRIVE 8.250 2,121.58 80
8.000 2,121.58 353,000.00
SAN BRUNO CA 94066 1 12/27/99 00
0431763010 05 03/01/00 0
99110001 O 02/01/30
0
1965315 685/G01 F 369,950.00 ZZ
360 369,708.00 1
10 SANTA SOPHIA 8.125 2,746.87 90
7.875 2,746.87 411,068.00
RANCHO SANTA MA CA 92688 1 12/16/99 04
0431783679 03 02/01/00 30
601522 O 01/01/30
0
1965319 163/G01 F 350,000.00 ZZ
360 349,771.05 1
2727 SOUTH OCEAN BOULEVARD 8.125 2,598.74 55
7.875 2,598.74 645,000.00
HIGHLAND BEACH FL 33487 1 12/15/99 00
0431801406 06 02/01/00 0
1000136874 O 01/01/30
0
1965321 299/G01 F 251,200.00 ZZ
360 247,573.62 1
5373 WOODNOTE LANE 7.375 1,734.98 80
7.125 1,734.98 314,000.00
COLUMBIA MD 21044 1 07/28/98 00
0431764554 03 09/01/98 0
108808957 O 08/01/28
0
1965323 163/G01 F 452,000.00 ZZ
360 451,696.71 1
54 HIGHLAND ROAD 8.000 3,316.62 80
7.750 3,316.62 565,000.00
1
GLEN COVE NY 11542 1 12/15/99 00
0431767979 05 02/01/00 0
1000199531 O 01/01/30
0
1965324 299/G01 F 324,000.00 ZZ
360 323,798.61 1
1407 MADISON COURT 8.375 2,462.64 80
8.125 2,462.64 405,000.00
MT PLEASANT SC 29464 1 12/01/99 00
0431770098 05 02/01/00 0
0137497079 O 01/01/30
0
1965329 299/G01 F 293,800.00 ZZ
360 293,248.30 1
12104 LYRE COURT 8.375 2,233.10 80
8.125 2,233.10 367,307.00
MANASSAS VA 20112 1 10/07/99 00
0431775352 05 12/01/99 0
0108759564 O 11/01/29
0
1965333 299/G01 F 270,000.00 ZZ
360 269,149.82 1
9302 WILDOAK DRIVE 7.250 1,841.88 48
7.000 1,841.88 572,544.00
BETHESDA MD 20814 1 09/13/99 00
0431763994 05 11/01/99 0
110212677 O 10/01/29
0
1965336 299/G01 F 375,000.00 T
360 374,495.08 1
101 STATION BAY DRIVE 8.000 2,751.62 80
7.750 2,751.62 468,800.00
DUCK NC 27949 1 08/24/99 00
0431775303 03 10/01/99 0
312198 O 09/01/29
0
1965342 299/G01 F 360,000.00 ZZ
360 359,745.91 1
101 HILL ST 7.750 2,579.09 76
7.500 2,579.09 475,000.00
MIDLAND PARK NJ 07432 2 06/04/99 00
0431776749 05 02/01/00 0
0001073579 O 01/01/30
0
1
1965347 299/G01 F 318,000.00 ZZ
360 317,350.51 1
3619 GEORGETOWN STREET 8.000 2,333.38 80
7.750 2,333.38 397,500.00
HOUSTON TX 77005 1 10/07/99 00
0431775337 05 12/01/99 0
0135034668 O 11/01/29
0
1965350 163/G01 F 409,646.00 ZZ
360 409,646.00 1
33 VILES STREET 8.125 3,041.61 66
7.875 3,041.61 630,000.00
WESTON MA 02193 5 12/31/99 00
0431760479 05 03/01/00 0
1000141679 O 02/01/30
0
1965354 299/G01 F 408,000.00 ZZ
360 407,491.05 1
890 ROSEMONT ROAD 8.375 3,101.09 80
8.125 3,101.09 510,000.00
WEST LINN OR 97068 1 11/09/99 00
0431778067 05 01/01/00 0
0137503355 O 12/01/29
0
1965373 299/G01 F 288,000.00 ZZ
360 287,257.80 1
1876 GRAND TETON DRIVE 8.250 2,163.65 80
8.000 2,163.65 360,000.00
MILPITAS CA 95035 1 09/14/99 00
0431768928 05 11/01/99 0
137463139 O 10/01/29
0
1965374 299/G01 F 332,000.00 ZZ
240 330,324.05 1
29652 WHALEN ROAD 8.125 2,802.67 80
7.875 2,802.67 415,000.00
CHARLOTTE HALL MD 20622 2 10/13/99 00
0431768878 05 12/01/99 0
0135171106 O 11/01/19
0
1965375 M32/M32 F 257,850.00 ZZ
360 257,668.01 1
1
109 HOWARD STREET 7.750 1,847.27 90
7.500 1,847.27 286,500.00
MELROSE MA 02176 1 12/29/99 14
127466704 05 02/01/00 25
127466704 O 01/01/30
0
1965377 299/G01 F 265,000.00 ZZ
240 259,153.13 1
120 BLACKBERRY LANE 6.875 2,034.71 85
6.625 2,034.71 315,000.00
COVINGTON TN 38019 2 02/26/99 19
0431775378 05 04/01/99 25
110467578 O 03/01/19
0
1965378 299/G01 F 276,000.00 ZZ
360 275,426.40 1
8413 HUNT VALLEY DRIVE 7.875 2,001.20 80
7.625 2,001.20 345,000.00
VIENNA VA 22182 1 10/04/99 00
0431768498 05 12/01/99 0
0135114049 O 11/01/29
0
1965381 299/G01 F 283,500.00 ZZ
360 282,691.85 1
21349 CAMERON HUNT PLACE 7.750 2,031.03 80
7.500 2,031.03 354,430.00
ASHBURN VA 20147 1 09/27/99 00
0431770056 05 11/01/99 0
01110217770 O 10/01/29
0
1965382 299/G01 F 319,500.00 ZZ
360 317,257.38 1
130 FLAGG HILL ROAD 7.375 2,206.71 90
7.125 2,206.71 355,000.00
BOXBOROUGH MA 01719 1 04/16/99 14
0431770031 05 06/01/99 25
110423266 O 05/01/29
0
1965383 299/G01 F 287,200.00 ZZ
360 286,173.29 1
10100 CHESTNUT GROVE TERRACE 7.750 2,057.54 80
7.500 2,057.54 359,500.00
MECHANICSVILLE VA 23116 4 08/23/99 00
0431772615 05 10/01/99 0
1
0000875770 O 09/01/29
0
1965385 299/G01 F 350,000.00 ZZ
360 349,290.75 1
4670 TARANTELLA LANE 8.000 2,568.18 70
7.750 2,568.18 500,000.00
SAN DIEGO CA 92130 1 10/26/99 00
0431769843 05 12/01/99 0
0137534053 O 11/01/29
0
1965387 299/G01 F 300,000.00 ZZ
360 299,382.74 1
357 TRANSYLVANIA PARK 7.875 2,175.21 75
7.625 2,175.21 400,000.00
LEXINGTON KY 40508 5 11/04/99 00
0431772359 05 01/01/00 0
137500906 O 12/01/29
0
1965388 299/G01 F 280,000.00 ZZ
360 279,583.08 1
7872 ENGLISH STREET 7.500 1,957.81 80
7.250 1,957.81 350,000.00
MANASSAS VA 20112 1 11/30/99 00
0431769819 05 01/01/00 0
0135115178 O 12/01/29
0
1965389 F28/G01 F 408,000.00 ZZ
360 406,244.10 1
4537 MERCURIO STREET 7.750 2,922.96 80
7.500 2,922.96 510,000.00
SAN DIEGO CA 92130 1 07/01/99 00
0431773928 05 09/01/99 0
4879462 O 08/01/29
0
1965390 299/G01 F 295,000.00 ZZ
360 289,853.63 1
713 BOSTON POST ROAD 7.500 2,062.69 72
7.250 2,062.69 415,000.00
WESTON MA 02193 1 03/19/98 00
0431778240 05 05/01/98 0
108247354 O 04/01/28
0
1
1965393 F28/G01 F 372,000.00 ZZ
360 371,499.14 1
1107 5TH AVE WEST 8.000 2,729.60 80
7.750 2,729.60 465,000.00
SEATTLE WA 98119 1 11/22/99 00
0431774827 05 01/01/00 0
5262086 O 12/01/29
0
1965397 163/G01 F 293,550.00 ZZ
360 293,353.03 1
60 CAMINO DON MIGUEL 8.000 2,153.97 95
7.750 2,153.97 309,000.00
ORINDA CA 94563 1 12/01/99 04
0431763051 05 02/01/00 30
217188584 O 01/01/30
0
1965401 F28/G01 F 313,500.00 ZZ
360 313,005.73 1
3181 AMARO LANE 7.750 2,245.95 80
7.500 2,245.95 391,900.00
SAN JOSE CA 95135 1 11/23/99 00
0431774819 03 01/01/00 0
5261872 O 12/01/29
0
1965404 593/593 F 306,200.00 ZZ
360 305,999.70 1
1710 SOUTH CANONERO WAY 8.125 2,273.53 87
7.875 2,273.53 352,000.00
BOISE ID 83709 1 12/30/99 12
0007526296 05 02/01/00 25
0007526296 O 01/01/30
0
1965405 593/G01 F 130,000.00 BB
360 129,914.96 1
1724 NORTH 2230 WEST 8.125 965.25 90
7.875 965.25 146,000.00
LEHI UT 84043 2 12/14/99 12
0431761279 05 02/01/00 25
0007630221 O 01/01/30
0
1965407 F28/G01 F 600,000.00 ZZ
360 591,776.29 1
208 CHEVAL LANE 7.875 4,350.42 77
7.625 4,350.42 780,000.00
1
WALNUT CREEK CA 94596 1 07/13/99 00
0431773688 05 09/01/99 0
4974261 O 08/01/29
0
1965409 F27/F27 F 256,500.00 ZZ
360 256,318.96 1
316 TAPLOW ROAD 7.750 1,837.60 86
7.500 1,837.60 300,500.00
BALTIMORE MD 21212 4 12/01/99 19
6060076748 03 02/01/00 25
6060076748 O 01/01/30
0
1965410 F28/G01 F 346,500.00 ZZ
360 345,291.93 1
1708 HARTE DRIVE 7.875 2,512.37 78
7.625 2,512.37 446,500.00
SAN JOSE CA 95124 1 08/19/99 00
0431773985 05 10/01/99 0
5028537 O 09/01/29
0
1965413 F28/G01 F 380,000.00 ZZ
360 378,969.84 1
268 MONTEGO KEY 8.000 2,788.31 80
7.750 2,788.31 475,000.00
NOVATO CA 94949 1 09/07/99 00
0431774033 05 11/01/99 0
5040474 O 10/01/29
0
1965466 299/G01 F 285,000.00 ZZ
360 284,635.29 1
16834 TREE CHOPS LANE 8.250 2,141.11 67
8.000 2,141.11 430,000.00
ROUND HILL VA 20141 4 11/30/99 00
0431776913 05 01/01/00 0
010963636 O 12/01/29
0
1965497 575/G01 F 304,000.00 ZZ
360 303,801.14 1
6417 ENCHANTED SOLITUDE PLACE 8.125 2,257.19 80
7.875 2,257.19 380,000.00
COLUMBIA MD 21044 1 12/29/99 00
0431763697 05 02/01/00 0
9343880 O 01/01/30
0
1
1965502 356/G01 F 611,200.00 T
360 610,829.73 1
735-755 WARD CREEK 8.500 4,699.60 75
8.250 4,699.60 815,000.00
TAHOE CITY CA 96145 1 12/21/99 00
0431763663 05 02/01/00 0
2790426 O 01/01/30
0
1965510 Q59/G01 F 344,700.00 ZZ
360 344,462.78 1
615 SOUTH 5TH AVENUE 7.875 2,499.31 90
7.625 2,499.31 383,000.00
ARCADIA CA 91006 1 12/14/99 11
0431800887 01 02/01/00 25
99001484 O 01/01/30
0
1965525 964/G01 F 420,000.00 ZZ
360 419,725.26 1
4018 VALERIE DRIVE 8.125 3,118.49 80
7.875 3,118.49 525,000.00
SAN JOSE CA 95008 1 12/14/99 00
0431763739 05 02/01/00 0
67265 O 01/01/30
0
1965536 811/G01 F 254,000.00 ZZ
360 254,000.00 1
1774 JUAREZ STREET 8.375 1,930.58 68
8.125 1,930.58 375,000.00
SEASIDE CA 93955 5 01/01/00 00
0431763986 05 03/01/00 0
FM02214470 O 02/01/30
0
1965563 B98/G01 F 264,000.00 ZZ
360 264,000.00 1
4833 ASHMONT DRIVE 8.375 2,006.59 80
8.125 2,006.59 330,000.00
SAN JOSE CA 95111 1 01/06/00 00
0431779743 05 03/01/00 0
0390767 O 02/01/30
0
1965801 163/G01 F 262,650.00 ZZ
360 262,482.52 1
1
2819 CLARISSA LANE 8.250 1,973.20 85
8.000 1,973.20 309,000.00
AURORA IL 60504 1 12/17/99 10
0431769991 03 02/01/00 12
0217159965 O 01/01/30
0
1965816 163/G01 F 620,000.00 ZZ
360 619,604.65 1
4 WOODS END LANE 8.250 4,657.85 80
8.000 4,657.85 775,000.00
WESTPORT CT 06880 1 12/03/99 00
0431779974 05 02/01/00 0
1000196964 O 01/01/30
0
1965848 069/G01 F 343,050.00 ZZ
360 342,847.46 1
6725 SPARKS AVENUE 8.625 2,668.21 80
8.375 2,668.21 428,867.00
LAS VEGAS NV 89142 1 12/15/99 00
0431791532 03 02/01/00 0
25325002833 O 01/01/30
0
1965924 964/G01 F 148,000.00 ZZ
360 147,895.54 1
14910 GERKIN AVENUE 7.750 1,060.29 80
7.500 1,060.29 185,000.00
HAWTHORNE CA 90250 2 12/16/99 00
0431769595 05 02/01/00 0
68684 O 01/01/30
0
1965925 665/G01 F 293,900.00 ZZ
360 293,702.80 1
20886 SHERMAN DRIVE 8.000 2,156.53 70
7.750 2,156.53 419,900.00
CASTRO VALLEY CA 94552 1 12/01/99 00
0431769280 03 02/01/00 0
9901234103 O 01/01/30
0
1965938 964/G01 F 292,500.00 ZZ
360 292,327.30 1
3626 RYAN DRIVE 8.625 2,275.04 75
8.375 2,275.04 390,000.00
ESCONDIDO CA 92025 5 12/21/99 00
0431777366 05 02/01/00 0
1
69137 O 01/01/30
0
1965944 964/G01 F 552,000.00 ZZ
360 552,000.00 1
3259 SURMONT DRIVE 8.500 4,244.40 80
8.250 4,244.40 690,000.00
LAFAYETTE CA 94549 1 01/07/00 00
0431777291 05 03/01/00 0
68705 O 02/01/30
0
1965973 964/G01 F 496,000.00 ZZ
360 496,000.00 1
863 42ND AVENUE 8.125 3,682.79 80
7.875 3,682.79 620,000.00
SAN FRANCISCO CA 94121 1 12/28/99 00
0431789361 05 03/01/00 0
69442 O 02/01/30
0
1966004 964/G01 F 308,000.00 ZZ
360 307,798.53 1
21858 TICONDEROGA LANE 8.125 2,286.89 80
7.875 2,286.89 385,000.00
LAKE FOREST CA 92630 1 12/21/99 00
0431780907 03 02/01/00 0
69018 O 01/01/30
0
1966006 F28/G01 F 357,400.00 ZZ
360 356,930.85 1
284 MILL COURT 8.125 2,653.68 80
7.875 2,653.68 447,000.00
SIMI VALLEY CA 93065 2 11/17/99 00
0431774785 03 01/01/00 0
5238351 O 12/01/29
0
1966018 964/G01 F 324,800.00 ZZ
360 324,564.91 1
2127 SOUTH COUNTY ROAD 29 7.625 2,298.92 80
7.375 2,298.92 406,000.00
LOVELAND CO 80537 5 12/16/99 00
0431780881 03 02/01/00 0
68121 O 01/01/30
0
1
1966023 B60/G01 F 264,800.00 ZZ
360 264,800.00 1
24852 LA PLATA DRIVE 7.500 1,851.52 80
7.250 1,851.52 335,000.00
LAGUNA NIGUEL CA 92677 1 12/29/99 00
0431780386 05 03/01/00 0
280345 O 02/01/30
0
1966031 964/G01 F 365,700.00 ZZ
360 365,441.89 1
2709 CALDER COURT 7.750 2,619.92 80
7.500 2,619.92 457,197.00
DAVIS CA 95616 1 12/27/99 00
0431780865 05 02/01/00 0
69435 O 01/01/30
0
1966038 964/G01 F 520,000.00 ZZ
360 519,651.09 1
19684 LOS ALIMOS STREET 8.000 3,815.58 80
7.750 3,815.58 650,000.00
NORTHRIDGE CA 91311 1 12/17/99 00
0431780758 05 02/01/00 0
66230 O 01/01/30
0
1966040 964/G01 F 540,900.00 ZZ
360 540,527.76 1
8159 EAST BAILEY WAY 7.875 3,921.90 80
7.625 3,921.90 676,282.00
ANAHEIM CA 92808 1 12/20/99 00
0431780782 03 02/01/00 0
67604 O 01/01/30
0
1966046 964/G01 F 370,400.00 ZZ
360 370,151.47 1
4310 LIVE OAK LANE 8.000 2,717.86 80
7.750 2,717.86 463,700.00
ROCKLIN CA 95765 1 12/27/99 00
0431798883 03 02/01/00 0
68361 O 01/01/30
0
1966057 964/G01 F 382,400.00 ZZ
360 382,143.41 1
22836 DRIFTSTONE 8.000 2,805.92 80
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69253 O 01/01/30
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MILLBURN TOWNSH NJ 07041 1 01/06/00 00
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1966147 F27/F27 F 494,000.00 ZZ
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3436 WHITE ADMIRAL COURT 7.750 3,539.08 80
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EDGEWATER MD 21037 1 12/23/99 00
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1966270 665/G01 F 274,300.00 ZZ
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EL GRANADA CA 94018 1 12/14/99 00
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1966274 F27/F27 F 380,550.00 ZZ
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13709 MILLS FARM ROAD 7.500 2,660.87 80
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1966284 665/G01 F 300,000.00 ZZ
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SALINAS CA 93908 1 12/01/99 00
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STAMFORD CT 06903 1 12/13/99 00
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137622411 O 01/01/30
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1966292 F27/F27 F 387,500.00 ZZ
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3435 MONARCH DRIVE 7.750 2,776.10 76
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EDGEWATER MD 21037 1 12/29/99 00
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1966295 F27/F27 F 450,000.00 ZZ
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43519 FIRESTONE PLACE 7.375 3,108.04 67
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LEESBURG VA 20176 1 12/20/99 00
6060101165 03 02/01/00 0
6060101165 O 01/01/30
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1966298 665/G01 F 341,500.00 ZZ
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5735 CEDAR BROOK COURT 8.000 2,505.81 80
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1966310 F27/F27 F 398,600.00 ZZ
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ROCKVILLE MD 20850 1 12/28/99 00
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6060066777 05 02/01/00 25
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127775 03 02/01/00 30
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1966364 H47/G01 F 283,882.00 ZZ
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FORT COLLINS CO 80528 1 01/14/00 04
0431776194 03 03/01/00 25
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1966407 F27/F27 F 320,000.00 ZZ
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6060062828 O 01/01/30
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1966745 420/G01 F 311,900.00 ZZ
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NAPA CA 94558 1 12/16/99 00
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1966816 637/G01 F 550,000.00 ZZ
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PROSPECT KY 40059 1 01/13/00 00
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9973184 O 02/01/30
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READINGTON NJ 08889 1 01/14/00 00
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1966841 964/G01 F 349,850.00 ZZ
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HIGHLANDS RANCH CO 80126 1 01/06/00 00
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69165 O 02/01/30
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1966842 286/286 F 280,000.00 ZZ
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LITCHFIELD PARK AZ 85340 1 01/11/00 00
0648234 03 03/01/00 0
0648234 O 02/01/30
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1966844 286/286 F 370,000.00 ZZ
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NEEDHAM MA 02494 1 01/12/00 00
9665968 05 03/01/00 0
9665968 O 02/01/30
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1966908 964/G01 F 336,000.00 ZZ
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2163 WOODARD ROAD 8.250 2,524.26 80
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SAN JOSE CA 95124 1 12/22/99 00
0431779685 05 02/01/00 0
69140 O 01/01/30
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1966915 637/G01 F 280,000.00 ZZ
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10685 WEST WILDHORSE RUN 8.000 2,054.54 44
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PRESCOTT AZ 86305 2 12/29/99 00
0431791508 05 02/01/00 0
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1966925 286/286 F 380,000.00 ZZ
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1966934 637/G01 F 281,000.00 ZZ
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PORTLAND OR 97229 2 09/20/99 00
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1
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HENDERSON NV 89012 1 12/29/99 00
0431801562 03 02/01/00 0
1817130362 O 01/01/30
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1966951 637/G01 F 288,704.00 ZZ
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2618 MARIELLA DRIVE 8.000 2,118.41 80
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ROCKLIN CA 95765 1 12/08/99 00
0431798719 03 02/01/00 0
0016945404 O 01/01/30
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1966953 637/G01 F 339,000.00 ZZ
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SAN FRANCISCO CA 94112 1 12/22/99 00
0431812908 05 02/01/00 0
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1966958 637/G01 F 532,650.00 ZZ
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BOULDER CO 80304 1 01/03/00 00
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SAN ANSELMO CA 94960 1 01/06/00 00
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1966975 637/G01 F 432,000.00 ZZ
360 431,717.41 1
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CASTRO VALLEY CA 94546 1 12/20/99 00
0431798792 05 02/01/00 0
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1966986 163/G01 F 309,900.00 ZZ
360 309,686.73 1
2907 ASHCREEK LANE 7.875 2,246.99 61
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FULLERTON CA 92835 1 12/21/99 00
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1967028 163/G01 F 450,000.00 T
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DELRAY BEACH FL 33446 1 12/09/99 00
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XXX O 01/01/30
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1967055 637/G01 F 322,500.00 ZZ
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154 HESTER AVENUE 8.750 2,537.11 75
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SAN JOSE CA 95126 5 12/22/99 00
0431798818 05 02/01/00 0
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1967122 286/286 F 337,200.00 ZZ
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4080 SANDSTONE SHORES DRIVE 7.500 2,357.76 65
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LITHONIA GA 30038 5 11/24/98 00
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8749501 O 12/01/28
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DELRAY BEACH FL 33484 4 12/27/99 00
9521467 03 02/01/00 0
1
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MAUMEE OH 43537 1 12/28/99 00
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9658382 O 01/01/30
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1967155 286/286 F 380,000.00 ZZ
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SIMPSONVILLE KY 40067 2 12/23/99 00
9533641 05 02/01/00 0
9533641 O 01/01/30
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1967159 286/286 F 410,000.00 ZZ
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6736 CORTINA DR 7.625 2,901.96 72
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HIGHLAND MD 20777 2 12/24/99 00
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1967166 286/286 F 372,000.00 ZZ
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PLAINSBORO NJ 08536 1 12/29/99 00
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9451469 O 01/01/30
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1967235 637/G01 F 311,200.00 ZZ
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WEST HILLS CA 91307 1 12/27/99 00
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1967262 637/G01 F 85,000.00 ZZ
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0431807809 03 02/01/00 0
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1967282 637/G01 F 359,550.00 ZZ
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6417 WEST EUGIE AVENUE 8.375 2,732.84 75
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GLENDALE AZ 85304 1 12/30/99 00
0431782051 03 02/01/00 0
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OAKLAND CA 94619 1 01/04/00 00
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67699 O 02/01/30
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1967303 964/G01 F 334,400.00 ZZ
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1191 PACIFIC COVE LANE 8.000 2,453.71 80
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69312 O 02/01/30
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1967316 623/G01 F 349,300.00 ZZ
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LEXINGTON MA 02421 1 11/09/99 00
0431781939 05 01/01/00 0
1389249 O 12/01/29
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1967398 F27/F27 F 355,450.00 ZZ
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17655 STONEGATE COURT 7.750 2,546.49 80
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ROUNDHILL VA 20141 1 11/15/99 00
6060109077 05 01/01/00 0
6060109077 O 12/01/29
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1967407 F27/F27 F 550,000.00 ZZ
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5436 CHANDLEY FARM CIRCLE 8.250 4,131.97 77
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CENTERVILLE VA 22020 1 11/15/99 00
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1967630 665/G01 F 330,000.00 ZZ
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LAFAYETTE CA 94549 2 12/17/99 00
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234909 O 01/01/30
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1967655 665/G01 F 323,000.00 ZZ
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3423 JORDAN ROAD 8.250 2,426.59 85
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OAKLAND CA 94602 1 12/10/99 10
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1967673 573/G01 F 384,684.00 ZZ
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PALM DESERT CA 92211 1 01/11/00 00
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1967686 K68/G01 F 450,000.00 ZZ
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RIDGELAND MS 39157 2 01/18/00 00
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SCOTTSDALE AZ 85255 1 01/20/00 01
0431813518 03 03/01/00 25
1P5105 O 02/01/30
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1967906 E11/G01 F 263,250.00 ZZ
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MAPLE GROVE MN 55369 1 12/10/99 04
0431790245 05 02/01/00 25
00 O 01/01/30
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1967952 964/G01 F 328,000.00 ZZ
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1527 RIVERA STREET 8.250 2,464.15 77
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SAN FRANCISCO CA 94116 1 01/13/00 00
0431792084 05 03/01/00 0
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1968018 144/144 F 440,000.00 T
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MILAN HOLLOW RD SO OF RT 199 8.875 3,500.84 75
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MILAN NY 12571 2 01/18/00 00
160636209 05 03/01/00 0
160636209 O 02/01/30
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1968047 M32/M32 F 325,000.00 ZZ
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19 INDIAN TRAIL 7.500 2,272.45 75
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NEW ROCHELLE1 NY 10804 5 01/10/00 00
127009306 05 03/01/00 0
127009306 O 02/01/30
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1968065 738/G01 F 136,000.00 ZZ
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3708 DIANE DRIVE 8.375 1,033.70 74
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0431808476 05 02/01/00 0
5154971 O 01/01/30
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1968067 738/G01 F 304,000.00 ZZ
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2818 SUGARTREE ROAD 8.250 2,283.86 80
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NASHVILLE TN 37215 1 12/15/99 00
0431808559 05 02/01/00 0
5215470 O 01/01/30
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1968131 B60/G01 F 272,000.00 ZZ
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8340 LA BAJADA AVENUE 8.250 2,043.45 75
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WHITTIER CA 90605 5 01/11/00 00
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281544 O 02/01/30
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1968158 163/G01 F 355,400.00 ZZ
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UNION CITY CA 94587 1 12/13/99 00
0431797505 05 02/01/00 0
1
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1968167 825/G01 F 625,000.00 ZZ
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BASALT CO 81621 2 12/30/99 00
0431797562 03 03/01/00 0
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1968176 B60/G01 F 171,700.00 ZZ
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ALBANY OR 97321 2 01/05/00 00
0431801851 05 03/01/00 0
280934 O 02/01/30
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1968345 F84/G01 F 696,500.00 ZZ
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LAWRENCE NY 11559 1 11/29/99 00
0431804608 05 01/01/00 0
B2527 O 12/01/29
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1968390 356/G01 F 360,000.00 ZZ
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2794402 O 02/01/30
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1968654 163/G01 F 330,000.00 ZZ
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SCARSDALE NY 10583 1 10/28/99 00
0431804251 05 12/01/99 0
1000180651 O 11/01/29
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1
1968690 637/G01 F 308,000.00 ZZ
360 308,000.00 1
8046 EAST WOODWIND AVENUE 7.875 2,233.22 80
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ORANGE CA 92869 1 01/05/00 00
0431804145 05 03/01/00 0
4307781 O 02/01/30
0
1968691 637/G01 F 69,700.00 ZZ
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17410 SOUTH HOLMES AVENUE 8.125 517.52 68
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HAZEL CREST IL 60429 5 01/10/00 00
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0020215307 O 02/01/30
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1968797 944/G01 F 279,550.00 ZZ
360 279,550.00 1
1933 GLADSTONE WAY 9.125 2,274.51 95
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SALINAS CA 93906 1 01/24/00 01
0431807684 05 03/01/00 30
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52611 FOREST HILL DRIVE 9.000 1,532.81 85
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ANAHEIM CA 92808 1 01/18/00 00
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1968823 964/G01 F 188,000.00 ZZ
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3127 SUNFLOWER DRIVE 8.125 1,395.89 80
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70198 O 02/01/30
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ACTON MA 01720 1 11/30/99 00
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1000137948 O 12/01/29
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1968970 665/G01 F 650,000.00 ZZ
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14682 KNOPF COURT 8.000 4,769.47 79
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MORGAN HILL CA 95037 1 12/14/99 00
0431809664 05 02/01/00 0
9901235074 O 01/01/30
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1968977 665/G01 F 332,800.00 ZZ
360 332,576.70 1
4320 ATLAS AVENUE 8.000 2,441.97 80
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OAKLAND CA 94619 1 12/14/99 00
0431809524 05 02/01/00 0
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1968980 665/G01 F 324,000.00 ZZ
360 323,798.62 1
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SALINAS CA 93901 2 12/22/99 00
0431811785 05 02/01/00 0
9901235031 O 01/01/30
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1968992 470/G01 F 441,000.00 ZZ
360 441,000.00 1
26140 LEGENDS COURT 7.875 3,197.56 80
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SALINAS CA 93908 1 01/03/00 00
0431809722 03 03/01/00 0
45000580 O 02/01/30
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1968998 964/G01 F 586,400.00 ZZ
360 586,400.00 1
826 JACON WAY 8.250 4,405.43 80
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PACIFIC PALISAD CA 90272 1 01/12/00 00
0431809243 05 03/01/00 0
69710 O 02/01/30
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1969017 R68/G01 F 580,000.00 ZZ
360 580,000.00 1
12600 BISCAYNE BAY DRIVE 9.000 4,666.81 80
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NORTH MIAMI FL 33181 1 01/31/00 00
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1969020 637/G01 F 420,000.00 ZZ
360 420,000.00 1
3032 KENSINGTON TRACE 8.500 3,229.44 74
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1969060 L84/G01 F 308,000.00 ZZ
360 308,000.00 1
5324 ROSEMONT AVE 8.500 2,368.25 80
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LA CRESCENTA CA 91214 1 01/21/00 00
0431814235 05 03/01/00 0
00001 O 02/01/30
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1969088 H29/G01 F 285,000.00 ZZ
360 285,000.00 1
1
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NORFOLK MA 02056 1 01/28/00 00
0431813302 05 03/01/00 0
PREDELLA O 02/01/30
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1969171 624/G01 F 330,400.00 ZZ
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11736 NORTH 81ST STREET 8.500 2,540.49 80
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0431813500 07 03/01/00 0
35500100126 O 02/01/30
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1969176 665/G01 F 376,000.00 ZZ
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8504 CLIFFRIDGE AVENUE 7.875 2,726.26 59
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LA JOLLA CA 92037 5 12/10/99 00
0431811819 05 02/01/00 0
9905235112 O 01/01/30
0
1969213 F27/F27 F 275,000.00 ZZ
360 275,000.00 1
13541 GRANVIEW ROAD 7.625 1,946.43 80
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KING GEORGE VA 22485 1 01/03/00 00
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1969217 F27/F27 F 208,000.00 ZZ
360 208,000.00 1
15119 LIVINGSTON ROAD 7.750 1,490.14 80
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6060089475 O 02/01/30
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1969245 163/G01 F 396,000.00 ZZ
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SANTA CRUZ CA 95060 1 01/06/00 04
0431821115 05 03/01/00 25
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1969258 Q30/G01 F 343,200.00 ZZ
360 343,200.00 1
99 STARRS PLAIN ROAD 8.375 2,608.57 80
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DANBURY CT 06810 1 01/31/00 00
0431830116 05 03/01/00 0
91011278 O 02/01/30
0
1969351 757/G01 F 330,900.00 ZZ
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BIRMINGHAM AL 35242 2 01/21/00 00
0431821990 03 03/01/00 0
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1969447 K15/G01 F 271,150.00 ZZ
360 271,150.00 1
323 VIEWPARK CIRCLE 8.625 2,108.98 80
8.375 2,108.98 338,950.00
SAN JOSE CA 95136 1 01/06/00 00
0431817345 05 03/01/00 0
3008194 O 02/01/30
0
1969507 637/G01 F 400,000.00 ZZ
360 400,000.00 1
19 BROAD STREET 8.500 3,075.66 63
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WESTON CT 06883 1 01/10/00 00
0431819150 05 03/01/00 0
0013311295 O 02/01/30
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1969535 637/G01 F 290,700.00 ZZ
360 290,700.00 1
4260 JENSEN STREET 8.250 2,183.94 90
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PLEASANTON CA 94566 1 01/11/00 04
0431826981 05 03/01/00 25
0019569532 O 02/01/30
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1
1969536 637/G01 F 360,000.00 ZZ
360 360,000.00 1
2037 DERMANEK STREET 7.850 2,604.01 40
7.600 2,604.01 900,000.00
SOLVING CA 93463 2 01/14/00 00
0431826965 03 03/01/00 0
0015349970 O 02/01/30
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1969538 637/G01 F 295,000.00 ZZ
360 295,000.00 1
6605 BADER ROAD 8.250 2,216.24 80
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FLAGSTAFF AZ 86001 2 01/13/00 00
0431826841 05 03/01/00 0
0014419576 O 02/01/30
0
1969589 738/G01 F 280,000.00 ZZ
360 280,000.00 1
8441 SW 165TH TERRACE 8.125 2,079.00 75
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MIAMI FL 33157 1 01/31/00 00
0431821958 05 03/01/00 0
5278598 O 02/01/30
0
1969622 025/025 F 350,000.00 ZZ
360 349,765.15 1
24 GREENWOOD ROAD 8.000 2,568.18 57
7.750 2,568.18 621,361.00
HOPKINTON MA 01748 1 12/14/99 00
137622379 05 02/01/00 0
137622379 O 01/01/30
0
1969623 025/025 F 340,000.00 ZZ
360 337,381.86 1
28531 WATERVIEW DRIVE 7.875 2,465.24 80
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EASTON MD 21620 2 07/15/99 00
0001072850 03 09/01/99 0
0001072850 O 08/01/29
0
1969636 025/025 F 352,000.00 ZZ
360 351,763.82 1
737 SIGNAL LIGHT ROAD 8.000 2,582.85 80
7.750 2,582.85 440,000.00
1
MOORESTOWN NJ 08057 1 12/08/99 00
30302372 05 02/01/00 0
30302372 O 01/01/30
0
1969637 025/025 F 278,800.00 ZZ
360 278,608.14 1
1259 HIGHLAND LAKES TRAIL 7.875 2,021.49 80
7.625 2,021.49 348,500.00
BIRMINGHAM AL 35242 1 12/23/99 00
137582771 05 02/01/00 0
137582771 O 01/01/30
0
1969648 025/025 F 259,800.00 ZZ
360 259,621.20 1
41864 CARLETON WAY 7.875 1,883.74 75
7.625 1,883.74 347,000.00
TEMECULA CA 92591 1 12/01/99 00
137431243 05 02/01/00 0
137431243 O 01/01/30
0
1969651 025/025 F 360,000.00 ZZ
360 358,526.27 1
3120 WALNUT RIDGE ROAD 8.000 2,641.56 71
7.750 2,641.56 510,000.00
GOOCHLAND VA 23063 2 07/30/99 00
0000966272 05 09/01/99 0
0000966272 O 08/01/29
0
1969653 025/025 F 328,000.00 ZZ
360 327,779.92 1
2103 UPPER SCENIC DRIVE 8.000 2,406.75 79
7.750 2,406.75 420,000.00
FELTON CA 95018 1 12/07/99 00
0137425419 05 02/01/00 0
0137425419 O 01/01/30
0
1969680 964/G01 F 222,500.00 ZZ
360 222,500.00 1
1695 BUGGYWHIP LANE 8.375 1,691.16 70
8.125 1,691.16 322,000.00
PASO ROBLES CA 93446 1 01/25/00 00
0431823681 03 03/01/00 0
69741 O 02/01/30
0
1
1969685 964/G01 F 332,000.00 ZZ
360 332,000.00 1
1208 EAST WALNUT AVENUE 8.000 2,436.10 80
7.750 2,436.10 415,000.00
EL SEGUNDO CA 90245 1 01/19/00 00
0431823624 05 03/01/00 0
70142 O 02/01/30
0
1969705 964/G01 F 290,000.00 ZZ
360 290,000.00 1
4350 BEVERLY DRIVE 8.125 2,153.24 70
7.875 2,153.24 415,000.00
SANTA MARIA CA 93455 2 01/19/00 00
0431826544 05 03/01/00 0
69765 O 02/01/30
0
1969875 637/G01 F 345,000.00 ZZ
360 345,000.00 1
240 SANBORN LANE 8.000 2,531.49 61
7.750 2,531.49 570,000.00
FELTON CA 95018 2 01/24/00 00
0431826056 05 03/01/00 0
0011005576 O 02/01/30
0
1969891 637/G01 F 390,000.00 ZZ
360 390,000.00 1
4024 MANSION HALL COURT 8.375 2,964.29 88
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LAS VEGAS NV 89129 1 01/24/00 14
0431830066 03 03/01/00 25
0016170722 O 02/01/30
0
1969927 685/G01 F 193,600.00 ZZ
360 193,600.00 1
1524 EAST GROVECENTER STREET 8.750 1,523.06 80
8.500 1,523.06 242,000.00
COVINA CA 91724 1 01/26/00 00
0431829969 05 03/01/00 0
119960 O 02/01/30
0
1969976 L75/L75 F 346,500.00 ZZ
360 346,500.00 1
1
140 WHITE OAK BLUFFS ROAD 8.375 2,633.66 90
8.125 2,633.66 385,000.00
STELLA NC 28582 1 02/01/00 10
555614242 03 03/01/00 25
555614242 O 02/01/30
0
1969980 L75/L75 F 300,000.00 ZZ
360 299,793.54 1
2877 ICARD SCHOOL ROAD 7.875 2,175.21 80
7.625 2,175.21 375,000.00
ICARD NC 28666 2 12/23/99 00
555621523 05 02/01/00 0
555621523 O 01/01/30
0
1970175 Q59/G01 F 285,000.00 ZZ
360 285,000.00 1
1447 POST ROAD 8.875 2,267.59 95
8.625 2,267.59 300,000.00
FULLERTON CA 92833 1 01/25/00 11
0431834621 05 03/01/00 30
99001562 O 02/01/30
0
1970231 637/G01 F 516,000.00 ZZ
360 516,000.00 1
138 86TH STREET 7.750 3,696.69 80
7.500 3,696.69 645,000.00
BROOKLYN NY 11209 1 01/24/00 00
0431829431 05 03/01/00 0
0018765230 O 02/01/30
0
1970785 P06/G01 F 315,000.00 ZZ
360 315,000.00 1
17912 DENVALE CIRCLE 7.875 2,283.97 70
7.625 2,283.97 450,000.00
HUNTINGTON BEAC CA 92649 1 01/04/00 00
0431838549 05 03/01/00 0
9901565 O 02/01/30
0
2909560 299/G01 F 250,000.00 ZZ
360 248,869.22 1
7 MORRIS LANE 7.500 1,748.04 71
7.250 1,748.04 356,500.00
EAST LYME CT 06333 1 07/30/99 00
0431483098 05 09/01/99 0
1
1090835 O 08/01/29
0
2964324 287/287 F 336,300.00 ZZ
360 334,519.83 1
22219 NORTH 55TH STREET 7.500 2,351.46 80
7.250 2,351.46 421,000.00
PHOENIX AZ 85054 1 06/02/99 00
7857326 05 08/01/99 0
7857326 O 07/01/29
0
2985429 976/G01 F 298,400.00 ZZ
360 296,933.01 1
329 S. BERNARDO AVE 8.125 2,215.62 80
7.875 2,215.62 373,000.00
SUNNYVALE CA 94086 1 08/30/99 00
655442101 09 10/01/99 0
5576484 O 09/01/29
0
2985509 976/G01 F 550,000.00 ZZ
360 549,018.81 1
4738 SAN LUCAS WAY 8.625 4,277.85 75
8.375 4,277.85 736,275.00
SAN JOSE CA 95135 1 10/15/99 00
655444511 05 12/01/99 0
5785664 O 11/01/29
0
2985522 976/G01 F 540,000.00 ZZ
360 538,020.81 1
13 MARLBORO LANE 7.625 3,822.09 60
7.375 3,822.09 900,000.00
BELL CANYON ARE CA 91307 2 08/27/99 00
655444743 09 10/01/99 0
5798571 O 09/01/29
0
2985547 976/G01 F 268,000.00 ZZ
360 267,520.84 1
10525 LESTERFORD AVENUE 8.625 2,084.48 67
8.375 2,084.48 405,000.00
DOWNEY CA 90241 5 10/05/99 00
655445013 05 12/01/99 0
5827237 O 11/01/29
0
1
3009833 638/G01 F 137,400.00 ZZ
360 137,114.45 1
1046 BONANZA DRIVE 7.875 996.25 79
7.625 996.25 174,406.00
ARLINGTON TX 76001 1 10/27/99 00
0431605252 05 12/01/99 0
08934230 O 11/01/29
0
3014440 F28/G01 F 261,000.00 ZZ
360 259,548.67 1
18917 SAINT ALBERT DR 7.250 1,780.48 95
7.000 1,780.48 274,925.00
BROOKEVILLE MD 20833 1 06/30/99 14
0431641174 03 08/01/99 30
4799082 O 07/01/29
0
3014442 F28/G01 F 359,900.00 ZZ
360 358,272.19 1
7750 320TH ST WEST 7.500 2,516.47 91
7.250 2,516.47 397,900.00
NORTHFIELD MN 55057 1 07/09/99 10
0431641091 05 09/01/99 25
4806051 O 08/01/29
0
3014503 F28/G01 F 280,250.00 ZZ
360 279,218.84 1
1125 W. NEWPORT #J 8.125 2,080.85 95
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CHICAGO IL 60657 1 08/30/99 10
0431642081 09 10/01/99 30
5028545 O 09/01/29
0
3025317 976/R97 F 257,900.00 ZZ
360 257,427.95 1
11 BUTTERNUT WAY 8.500 1,983.03 75
8.250 1,983.03 343,900.00
SPARTA TWP NJ 07871 1 10/29/99 00
0431660943 05 12/01/99 0
5684852 O 11/01/29
0
3026772 593/G01 F 400,000.00 ZZ
360 399,209.70 1
1591 CORDERO BAY AVENUE 8.125 2,969.99 90
7.875 2,969.99 445,000.00
1
LAS VEGAS NV 89123 1 10/27/99 12
0431804467 03 12/01/99 25
0007320385 O 11/01/29
0
3050881 286/286 F 251,500.00 ZZ
360 250,600.91 1
635 STOW ROAD 7.750 1,801.78 80
7.500 1,801.78 314,415.00
MARLBOROUGH MA 01752 1 08/27/99 00
0000630384 05 10/01/99 0
0000630384 O 09/01/29
0
3050910 286/286 F 119,700.00 ZZ
360 119,457.43 1
3257 EMERALD BLVD 8.000 878.32 70
7.750 878.32 171,000.00
LONG POND PA 18334 2 10/13/99 00
0009447137 03 12/01/99 0
0009447137 O 11/01/29
0
3050953 286/286 F 333,900.00 ZZ
360 333,188.41 1
2023 ECTOR COURT 7.750 2,392.11 90
7.500 2,392.11 371,000.00
KENNESAW GA 30152 1 11/03/99 11
0009645450 03 12/01/99 25
0009645450 O 11/01/29
0
3052816 A46/G01 F 525,000.00 ZZ
360 524,256.51 1
34 PALMER WOODS DRIVE 7.750 3,761.17 59
7.500 3,761.17 900,000.00
THE WOODLANDS TX 77381 1 12/12/99 00
0431667286 03 01/01/00 0
0552328 O 12/01/29
0
3057142 K08/G01 F 119,200.00 ZZ
360 119,055.07 4
1835 NE 170TH STREET 8.500 916.54 80
8.250 916.54 149,000.00
MIAMI FL 33162 2 11/10/99 00
0411668494 05 01/01/00 0
0411668494 O 12/01/29
0
1
3070636 377/G01 F 285,775.00 ZZ
360 285,181.11 1
8822 ADMIRALS POINTE DRIVE 7.875 2,072.07 80
7.625 2,072.07 358,000.00
INDIANAPOLIS IN 46236 4 10/29/99 00
0431800812 03 12/01/99 0
7317993 O 11/01/29
0
3070764 377/G01 F 325,000.00 ZZ
360 324,289.83 1
15 FLORYS MILL ROAD 7.625 2,300.33 62
7.375 2,300.33 525,000.00
FLEMINGTON NJ 08833 1 10/27/99 00
0431796994 05 12/01/99 0
7698244 O 11/01/29
0
3079021 K08/G01 F 346,500.00 G
360 346,295.43 1
629 KIRK 8.625 2,695.04 90
8.375 2,695.04 385,000.00
ELMHURST IL 60126 1 12/08/99 04
0411666043 05 02/01/00 25
0411666043 O 01/01/30
0
3084216 511/511 F 303,800.00 ZZ
360 303,421.02 1
1544 CARDINAL WAY 8.375 2,309.10 90
8.125 2,309.10 337,565.00
WESTON FL 33327 1 11/24/99 11
0002104962 03 01/01/00 25
0002104962 O 12/01/29
0
3086079 664/G01 F 294,600.00 ZZ
360 293,956.23 1
1455 WILLAMETTE FALLS DRIVE 7.625 2,085.17 80
7.375 2,085.17 368,307.00
WEST LINN OR 97068 1 10/05/99 00
0431734961 05 12/01/99 0
0003232816 O 11/01/29
0
3086375 664/G01 F 272,000.00 ZZ
360 271,462.58 1
1
1006 SIR LANCELOT CIRCLE 8.125 2,019.60 80
7.875 2,019.60 343,043.00
LEWISVILLE TX 75056 1 10/14/99 00
0431735497 05 12/01/99 0
003272267 O 11/01/29
0
3086415 664/G01 F 308,800.00 ZZ
360 307,723.37 1
429 NORTH PROSPECT AVENUE 7.875 2,239.02 80
7.625 2,239.02 386,000.00
REDONDO BEACH CA 90277 1 08/30/99 00
0431735588 05 10/01/99 0
0003223104 O 09/01/29
0
3086472 664/G01 F 400,000.00 ZZ
360 399,404.42 1
111 HARKINS ROAD 7.500 2,796.86 37
7.250 2,796.86 1,100,000.00
WOODSIDE CA 94062 1 11/09/99 00
0431735919 05 01/01/00 0
0003294196 O 12/01/29
0
3086603 664/G01 F 284,500.00 ZZ
360 281,846.51 1
30 W 641 IRVING PARK ROAD 8.250 2,137.36 80
8.000 2,137.36 356,000.00
ELGIN IL 60120 1 09/01/99 00
0431707405 05 10/01/99 0
0003206984 O 09/01/29
0
3088652 664/G01 F 418,000.00 ZZ
360 417,719.53 1
28717 SEAMONT DRIVE 8.000 3,067.14 80
7.750 3,067.14 525,000.00
RANCHO PALOS VE CA 90275 1 12/02/99 00
0431822865 05 02/01/00 0
0003264751 O 01/01/30
0
3092297 926/926 F 564,000.00 ZZ
360 563,621.56 1
22878 HWY 144 8.000 4,138.44 80
7.750 4,138.44 705,000.00
RICHMOND HILL GA 31324 1 12/03/99 00
163018363 05 02/01/00 0
1
163018363 O 01/01/30
0
3094197 601/G01 F 283,000.00 ZZ
360 282,805.24 1
652 PRINCETON PLACE 7.875 2,051.95 80
7.625 2,051.95 357,511.00
LAFAYETTE CO 80026 1 12/06/99 00
0431740240 03 02/01/00 0
1415663 O 01/01/30
0
3094317 601/G01 F 259,750.00 ZZ
360 259,274.59 1
4016 LOST CREEK DRIVE 8.500 1,997.25 80
8.250 1,997.25 324,747.00
PLANO TX 75074 1 10/28/99 00
0431738764 03 12/01/99 0
99040033 O 11/01/29
0
3094341 601/G01 F 256,000.00 ZZ
360 255,663.93 1
6548 BRADDOCK ROAD 8.125 1,900.80 95
7.875 1,900.80 269,500.00
ALEXANDRIA VA 22312 1 11/03/99 04
0431741032 05 01/01/00 30
14142608110 O 12/01/29
0
3094363 601/G01 F 356,000.00 ZZ
360 355,532.68 1
11616 SW 6TH LANE 8.125 2,643.29 72
7.875 2,643.29 497,500.00
GAINESVILLE FL 32607 1 11/12/99 00
0431749449 05 01/01/00 0
990800010 O 12/01/29
0
3094370 601/G01 F 264,000.00 T
360 263,670.67 1
4370 GLIDDEN DRIVE 8.375 2,006.59 80
8.125 2,006.59 330,000.00
STURGEON BAY WI 54235 1 11/23/99 00
0431738079 05 01/01/00 0
14161038 O 12/01/29
0
1
3094450 601/G01 F 280,000.00 ZZ
360 279,583.10 1
466 IRISH CORNER 7.500 1,957.80 80
7.250 1,957.80 350,000.00
SUMMERVILLE WV 26651 1 11/05/99 00
0431740661 05 01/01/00 0
71928 O 12/01/29
0
3094466 601/G01 F 351,200.00 ZZ
360 350,715.03 1
11106 BOBCAT PL NE 7.875 2,546.44 80
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ALBUQUERQUE NM 87122 1 11/16/99 00
0431741123 05 01/01/00 0
14158042110 O 12/01/29
0
3094498 601/G01 F 302,400.00 ZZ
360 301,912.99 1
20414 GATLING POINTE PARKWAY S 8.250 2,271.84 90
8.000 2,271.84 336,000.00
SMITHFIELD VA 23430 1 11/19/99 04
0431744499 03 01/01/00 25
14171508110 O 12/01/29
0
3094509 601/G01 F 283,900.00 ZZ
360 283,536.68 1
698 CURTIS AVENUE 8.250 2,132.85 80
8.000 2,132.85 354,900.00
EDISON TOWNSHIP NJ 08820 1 11/15/99 00
0431741164 05 01/01/00 0
30990989 O 12/01/29
0
3094536 601/G01 F 324,000.00 ZZ
360 323,274.10 1
2056 WELSH VALLEY ROAD 7.500 2,265.46 80
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VALLLEY FORGE PA 19481 1 10/22/99 00
0431742261 05 12/01/99 0
9909167 O 11/01/29
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3094563 601/G01 F 328,000.00 ZZ
360 327,569.41 1
10480 BLUFF ROAD 8.125 2,435.40 80
7.875 2,435.40 410,000.00
1
EDEN PRAIRIE MN 55347 1 11/03/99 00
0431740976 05 01/01/00 0
1413245 O 12/01/29
0
3094570 601/G01 F 328,000.00 ZZ
360 327,300.98 1
15007 THREE OAKS COURT 7.750 2,349.84 80
7.500 2,349.84 410,650.00
MONTPELIER VA 23192 1 10/29/99 00
0431740869 03 12/01/99 0
02460RR O 11/01/29
0
3094605 601/G01 F 300,000.00 ZZ
360 299,596.06 1
8 CAT BOAT 8.000 2,201.30 10
7.750 2,201.30 3,300,000.00
HILTON HEAD ISL SC 29928 4 11/19/99 00
0431743673 03 01/01/00 0
1412626 O 12/01/29
0
3094609 601/G01 F 261,050.00 ZZ
360 260,680.33 1
1961 SOUTH 38TH DRIVE 7.750 1,870.19 95
7.500 1,870.19 274,809.00
YUMA AZ 85364 1 11/09/99 10
0431742790 05 01/01/00 30
11014170740 O 12/01/29
0
3096586 975/G01 F 315,000.00 ZZ
360 314,799.14 1
2005 ROBIN ROAD 8.250 2,366.49 70
8.000 2,366.49 450,000.00
SAN MARINO CA 91108 1 12/08/99 00
0431741693 05 02/01/00 0
993038 O 01/01/30
0
3098898 601/G01 F 374,900.00 ZZ
360 374,341.80 1
142 CAROLINE AVE 7.500 2,621.36 75
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ELMHURST IL 60126 1 11/17/99 00
0431742097 05 01/01/00 0
21048236 O 12/01/29
0
1
3098925 601/G01 F 297,900.00 ZZ
360 297,456.45 1
2890 THORNBROOK ROAD 7.500 2,082.96 90
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ELLICOTT CITY MD 21042 1 11/23/99 01
0431743244 05 01/01/00 25
14207393110 O 12/01/29
0
3098998 601/G01 F 300,000.00 ZZ
360 299,625.76 1
3730 VILLAGE COURT 8.375 2,280.22 80
8.125 2,280.22 375,000.00
WOODBURY MN 55125 1 11/23/99 00
0431741255 03 01/01/00 0
18800001 O 12/01/29
0
3099093 601/G01 F 268,015.00 ZZ
360 267,689.11 1
393 BRIDGEBROOK LN 8.500 2,060.81 90
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SMYRNA GA 30082 1 11/19/99 10
0431742642 05 01/01/00 25
60128568 O 12/01/29
0
3099156 601/G01 F 306,400.00 ZZ
360 305,943.80 1
17613 PECAN SHADOWS LANE 7.500 2,142.39 80
7.250 2,142.39 383,000.00
BATON ROUGE LA 70810 1 11/29/99 00
0431742188 05 01/01/00 0
14217483 O 12/01/29
0
3099195 601/G01 F 269,800.00 ZZ
360 269,436.73 1
9775 EAST TURQUOISE AVENUE 8.000 1,979.70 95
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SCOTTSDALE AZ 85258 1 11/08/99 11
0431737683 05 01/01/00 30
14189245110 O 12/01/29
0
3099250 601/G01 F 483,200.00 ZZ
360 482,220.82 1
1
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7.750 3,545.56 604,050.00
DULUTH GA 30097 1 10/29/99 00
0431742311 03 12/01/99 0
60128501 O 11/01/29
0
3099686 K08/G01 F 180,000.00 ZZ
360 179,879.22 1
15 HANNA COURT 8.000 1,320.78 75
7.750 1,320.78 240,000.00
TROPHY CLUB TX 76262 1 12/17/99 00
0411737802 03 02/01/00 0
0411737802 O 01/01/30
0
3099691 K08/G01 F 144,000.00 ZZ
360 143,900.90 1
5940 SW 16 COURT 7.875 1,044.10 74
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PLANTATION FL 33317 2 12/15/99 00
0411742679 05 02/01/00 0
0411742679 O 01/01/30
0
3099696 K08/G01 F 108,000.00 ZZ
360 107,927.53 1
500 VINE STREET 8.000 792.47 60
7.750 792.47 180,000.00
BURNET TX 78611 5 12/14/99 00
0411745243 03 02/01/00 0
0411745243 O 01/01/30
0
3100363 601/G01 F 372,000.00 ZZ
360 371,166.57 1
226 WELSH TERRACE 7.500 2,601.08 80
7.250 2,601.08 465,000.00
MERION PA 19066 1 10/29/99 00
0431745223 05 12/01/99 0
9908266 O 11/01/29
0
3101101 601/G01 F 257,000.00 ZZ
360 256,827.55 1
249 CEDAR FARM LN 8.000 1,885.78 73
7.750 1,885.78 355,000.00
ROCK SPRINGS GA 30739 2 12/03/99 00
0431744929 05 02/01/00 0
1
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0
3101266 601/G01 F 413,118.00 ZZ
360 412,547.51 1
1302 FOREST TRAILS DRIVE 7.875 2,995.40 80
7.625 2,995.40 516,398.00
CASTLE ROCK CO 80104 1 11/30/99 00
0431745173 03 01/01/00 0
21074224 O 12/01/29
0
3101378 601/G01 F 336,000.00 ZZ
360 335,465.63 1
958 FERN AVENUE 8.000 2,465.45 80
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ELMHURST IL 60126 1 11/05/99 00
0431744838 05 01/01/00 0
21047758 O 12/01/29
0
3103339 S89/G01 F 500,000.00 ZZ
360 499,392.05 1
12 AUTUMN DRIVE 8.500 3,844.57 78
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MOORESTOWN NJ 08057 1 11/29/99 00
0431746940 05 01/01/00 0
61001761 O 12/01/29
0
3105074 811/G01 F 300,000.00 G
360 299,803.76 1
24832 CARPENTER STREET 8.125 2,227.49 80
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CARMEL CA 93923 1 12/16/99 00
0431764257 05 02/01/00 0
FM02214327 O 01/01/30
0
3105339 883/G01 F 321,300.00 ZZ
360 321,105.35 1
5126 SAIL WIND CIRCLE 8.500 2,470.52 90
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ORLANDO FL 32810 1 12/17/99 11
0431739358 03 02/01/00 25
05005005 O 01/01/30
0
1
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360 260,833.57 1
3046 EARLE AVENUE 8.250 1,960.81 75
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ROSEMEAD CA 91770 1 12/14/99 00
0431742980 05 02/01/00 0
993075 O 01/01/30
0
3107015 168/168 F 450,000.00 ZZ
360 449,713.05 1
527 TOWN LINE ROAD 8.250 3,380.70 77
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HAUPPAGUE NY 11788 1 12/16/99 00
239875001 05 02/01/00 0
239875001 O 01/01/30
0
3107920 313/G01 F 452,000.00 ZZ
360 451,696.71 1
3950 EAST MCLELLAN ROAD 8.000 3,316.62 80
#15 7.750 3,316.62 565,000.00
MESA AZ 85205 2 12/13/99 00
0431740315 03 02/01/00 0
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0
3108248 P60/G01 F 338,978.05 ZZ
357 338,511.48 1
PAR 1 NISSEN RD 8.000 2,492.36 85
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CURTICE OH 43412 2 12/22/99 10
0431740281 05 01/01/00 12
6100035488 O 09/01/29
0
3108308 168/168 F 270,000.00 ZZ
360 269,687.50 1
38 YALE DRIVE 7.500 1,887.88 80
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NEW CITY NY 10956 1 12/20/99 00
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249507188 O 01/01/30
0
3108874 S89/G01 F 336,550.00 ZZ
360 336,329.85 1
5300 HERITAGE PLACE 8.125 2,498.87 90
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1
CULVER CITY CA 90230 1 12/02/99 01
0431761600 03 02/01/00 25
42740 O 01/01/30
0
3109416 K08/G01 F 130,500.00 ZZ
360 130,412.44 1
10661 QUINCY BLVD NE 8.000 957.56 90
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BLAINE MN 55434 2 12/21/99 01
0411699481 05 02/01/00 25
0411699481 O 01/01/30
0
3109428 K08/G01 F 376,000.00 ZZ
360 375,778.01 1
1406 GREENLEAF 8.625 2,924.49 80
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ROYAL OAK MI 48067 2 12/21/99 00
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0411733611 O 01/01/30
0
3109533 K08/G01 F 142,500.00 ZZ
360 142,411.43 1
2391 KILDEER STREET 8.375 1,083.10 95
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WOODRIDGE IL 60517 2 12/17/99 11
0411703366 03 02/01/00 30
0411703366 O 01/01/30
0
3109552 K08/G01 F 108,000.00 ZZ
360 107,435.59 1
7759-A NORTH NORDICA AVENUE 8.500 830.43 73
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NILES IL 60714 1 12/28/99 00
0411760028 07 02/01/00 0
0411760028 O 01/01/30
0
3109553 K08/G01 F 150,000.00 ZZ
360 149,901.87 1
4248 RIDGE WATER ROAD 8.125 1,113.75 60
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LOUISVILLE TN 37777 5 12/22/99 00
0411761307 05 02/01/00 0
0411761307 O 01/01/30
0
1
3109557 K08/G01 F 80,000.00 ZZ
360 79,942.10 1
8770 S.W. 53 STREET 7.625 566.23 50
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MIAMI FL 33165 5 12/22/99 00
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0411766884 O 01/01/30
0
3110480 696/G01 F 322,400.00 ZZ
360 322,209.66 1
5929 SPRING LEAF COURT 8.625 2,507.59 90
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ELKRIDGE MD 21075 1 12/29/99 12
0431739275 03 02/01/00 25
30199246 O 01/01/30
0
3110481 696/G01 F 364,000.00 BB
360 363,790.58 1
816 DUKE STREET 8.750 2,863.59 80
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ALEXANDRIA VA 22314 1 12/22/99 00
0431739291 05 02/01/00 0
24699232 O 01/01/30
0
3110568 A50/A50 F 275,000.00 ZZ
360 274,656.95 1
901 SARA DRIVE 8.375 2,090.20 79
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SHALIMAR FL 32579 2 11/10/99 00
119101 03 01/01/00 0
119101 O 12/01/29
0
3111197 765/G01 F 345,650.00 ZZ
360 345,412.12 1
2953 PENMAN 7.875 2,506.21 70
7.625 2,506.21 493,792.00
TUSTIN CA 92782 1 12/17/99 00
0431738368 03 02/01/00 0
350487 O 01/01/30
0
3111689 116/116 F 620,000.00 ZZ
360 619,573.31 1
1
4918 HOLT STREET 7.875 4,495.44 80
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BELLAIRE TX 77401 1 12/28/99 00
091068280 05 02/01/00 0
091068280 O 01/01/30
0
3112179 562/G01 F 400,000.00 ZZ
360 399,738.34 1
1269 MACE AVENUE 8.125 2,969.99 89
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BRONX NY 10469 1 12/23/99 04
0431740018 05 02/01/00 25
631560 O 01/01/30
0
3112520 286/286 F 290,000.00 ZZ
360 289,589.31 1
80 CROYDEN RD 7.750 2,077.60 71
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NORWOOD MA 02062 1 11/12/99 00
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0
3112522 286/286 F 279,000.00 ZZ
360 278,624.35 1
12565 VRAIN STREET 8.000 2,047.20 90
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BROOMFIELD CO 80020 1 11/22/99 10
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0
3112523 286/286 F 301,000.00 ZZ
360 300,390.03 1
1701 ROWELL DRIVE 8.000 2,208.64 75
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LYONS CO 80540 5 10/29/99 00
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0
3112524 286/286 F 311,000.00 ZZ
360 310,602.01 1
602 WINGATE AVENUE 8.250 2,336.44 66
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BOULDER CO 80304 1 11/18/99 00
0000642370 03 01/01/00 0
1
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0
3112526 286/286 F 272,000.00 ZZ
360 271,633.77 1
153 OAKWOOD LANE 8.000 1,995.84 85
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PALM BEACH GARD FL 33410 1 11/10/99 10
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0
3112527 286/286 F 384,000.00 ZZ
360 383,508.58 1
9920 PHILLIPS ROAD 8.250 2,884.87 80
8.000 2,884.87 480,000.00
LAFAYETTE CO 80026 1 11/05/99 00
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0
3112528 286/286 F 260,000.00 ZZ
360 259,473.13 1
470 SW 101 TERRACE 8.000 1,907.79 80
7.750 1,907.79 325,000.00
FT LAUDERDALE FL 33324 1 11/01/99 00
0000642942 03 12/01/99 0
0000642942 O 11/01/29
0
3112529 286/286 F 297,300.00 ZZ
360 296,899.70 1
5454 CRESCENT HILL PL 8.000 2,181.49 80
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TUCSON AZ 85718 1 11/02/99 00
0000643164 03 01/01/00 0
0000643164 O 12/01/29
0
3112530 286/286 F 135,100.00 ZZ
360 134,927.09 1
3103 WINDFLOWER LANE 8.250 1,014.97 80
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CHARLOTTE NC 28210 1 11/15/99 00
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0
1
3112531 286/286 F 369,600.00 ZZ
360 368,792.36 1
210 OAKHURST LEAF DRIVE 7.625 2,616.01 80
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ALPHARETTA GA 30004 1 10/29/99 00
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0
3112533 286/286 F 300,000.00 ZZ
360 299,585.73 1
2460 VASSAR DRIVE 7.875 2,175.21 73
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BOULDER CO 80303 1 11/17/99 00
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0
3112535 286/286 F 141,500.00 ZZ
360 141,327.93 1
2092 FORESTCREST WAY 8.500 1,088.02 79
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CINCINNATI OH 45244 1 11/17/99 00
0000643864 05 01/01/00 0
0000643864 O 12/01/29
0
3112539 286/286 F 350,000.00 ZZ
360 349,509.10 1
1142 WEST CHAPEL RIDGE DRIVE 8.500 2,691.20 80
8.250 2,691.20 440,000.00
SOUTH JORDAN UT 84095 2 11/24/99 00
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0
3112540 286/286 F 353,500.00 ZZ
360 352,961.75 1
3870 W CALLE CINCO 8.125 2,624.73 70
7.875 2,624.73 505,000.00
GREEN VALLEY AZ 85614 5 11/05/99 00
0000644243 05 01/01/00 0
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0
3112543 286/286 F 155,100.00 ZZ
360 154,906.53 1
7241 WEST BUCKSKIN TRAIL 8.375 1,178.87 47
8.125 1,178.87 330,125.00
1
GLENDALE AZ 85310 1 11/02/99 00
0000644546 03 01/01/00 0
0000644546 O 12/01/29
0
3112544 286/286 F 348,000.00 ZZ
360 347,402.89 1
435 STONEY RIDGE COURT 8.000 2,553.50 80
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ALPHARETTA GA 30022 1 11/22/99 00
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0
3112545 286/286 F 166,400.00 ZZ
360 166,197.68 1
4311 CHAPEL ROAD 8.500 1,279.47 80
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HAMILTON OH 45013 1 11/19/99 00
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0
3112548 286/286 F 300,000.00 ZZ
360 299,596.06 1
17 MOUNTAIN HIGH CT 8.000 2,201.30 54
7.750 2,201.30 562,000.00
LITTLETON CO 80127 2 11/05/99 00
0000644715 03 01/01/00 0
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0
3112549 286/286 F 286,400.00 ZZ
360 286,024.03 1
729 BENT CREEK DR 8.125 2,126.52 71
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LITTIZ PA 17803 1 11/19/99 00
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0
3112551 286/286 F 318,000.00 ZZ
360 317,571.82 1
4131 KELLINGTON COURT 8.000 2,333.38 80
7.750 2,333.38 397,500.00
MURRYSVILLE PA 15668 1 11/16/99 00
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0
1
3112552 286/286 F 292,000.00 ZZ
360 291,596.76 1
2775 CHATHAM COURT 7.875 2,117.21 80
7.625 2,117.21 365,000.00
BEAVERCREEK OH 45385 1 11/19/99 00
0000645226 05 01/01/00 0
0000645226 O 12/01/29
0
3112553 286/286 F 187,150.00 ZZ
360 186,927.52 1
2299 N PAINTED HILLS ROAD 8.625 1,455.63 60
8.375 1,455.63 315,000.00
TUCSON AZ 85745 2 11/09/99 00
0000645434 05 01/01/00 0
0000645434 O 12/01/29
0
3112554 286/286 F 365,000.00 ZZ
360 364,567.47 1
1068 ARCADY DRIVE 8.625 2,838.93 66
8.375 2,838.93 560,000.00
LAKE FOREST IL 60045 2 11/12/99 00
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0
3112555 286/286 F 292,000.00 ZZ
360 291,653.96 1
4620 ANGELINE COURT 8.625 2,271.15 75
8.375 2,271.15 390,000.00
PALATINE IL 60067 2 11/12/99 00
0000645465 05 01/01/00 0
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0
3112556 286/286 F 525,000.00 ZZ
360 524,198.59 1
805 HUNTINGTON CT 7.375 3,626.04 78
7.125 3,626.04 675,000.00
SOUTH LAKE TX 76092 1 11/16/99 00
0000645589 03 01/01/00 0
0000645589 O 12/01/29
0
3112559 286/286 F 372,000.00 ZZ
360 371,557.50 1
1
8340 N LINKS WAY 8.250 2,794.72 80
8.000 2,794.72 465,000.00
FOX POINT WI 53217 2 12/10/99 00
0000646863 05 02/01/00 0
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0
3112561 286/286 F 473,150.00 ZZ
360 472,479.94 1
105 GRAEMONT LN 7.750 3,389.71 80
7.500 3,389.71 591,480.00
EARLYSVILLE VA 22936 1 11/12/99 00
0008598470 05 01/01/00 0
0008598470 O 12/01/29
0
3112562 286/286 F 400,000.00 ZZ
360 399,147.56 1
1401 CR 262 7.750 2,865.65 80
7.500 2,865.65 500,000.00
GEORGETOWN TX 78628 2 10/22/99 00
0008731408 05 12/01/99 0
0008731408 O 11/01/29
0
3112564 286/286 F 250,000.00 ZZ
358 248,908.58 1
14578 E OLD SPANISH TRAIL 7.750 1,793.57 87
7.500 1,793.57 289,451.00
TUCSON AZ 85747 1 05/20/99 10
0009276859 05 09/01/99 25
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0
3112566 286/286 F 300,000.00 T
360 299,123.12 1
7040 E BURNSIDE TRAIL 7.625 2,123.39 79
7.375 2,123.39 384,485.00
SCOTTSDALE AZ 85262 1 12/04/98 00
0009379544 03 11/01/99 0
0009379544 O 10/01/29
0
3112567 286/286 F 302,050.00 ZZ
360 283,332.55 1
1523 TRAILSIDE CT 7.750 2,163.93 79
7.500 2,163.93 383,307.00
PALATINE IL 60067 4 11/05/98 00
0009379877 05 10/01/99 0
1
0009379877 O 09/01/29
0
3112568 286/286 F 294,000.00 ZZ
360 293,182.67 1
4917 ELM ST 7.875 2,131.71 87
7.625 2,131.71 340,000.00
DOWNERS GROVE IL 60515 1 12/04/98 10
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0009413108 O 10/01/29
0
3112569 286/286 F 285,000.00 ZZ
360 284,456.19 1
384 ROUTE 148 7.250 1,944.21 76
7.000 1,944.21 375,000.00
KILLINGWORTH CT 06419 1 11/17/99 00
0009433678 05 01/01/00 0
0009433678 O 12/01/29
0
3112571 286/286 F 400,000.00 ZZ
360 399,389.37 1
6703 MALLARD LAKE DR 7.375 2,762.71 80
7.125 2,762.71 500,000.00
ROANOKE VA 24018 1 11/12/99 00
0009482050 05 01/01/00 0
0009482050 O 12/01/29
0
3112572 286/286 F 316,600.00 ZZ
360 316,116.70 1
15 AZALEA DR 7.375 2,186.68 90
7.125 2,186.68 351,809.00
MOUNT HOLLY NJ 08060 1 11/17/99 10
0009530518 05 01/01/00 25
0009530518 O 12/01/29
0
3112573 286/286 F 300,000.00 ZZ
360 299,625.76 1
15 ALTA VISTA CIRCLE 8.375 2,280.22 72
8.125 2,280.22 422,000.00
GREENBURGH NY 10533 1 11/18/99 00
0009531661 05 01/01/00 0
0009531661 O 12/01/29
0
1
3112574 286/286 F 286,200.00 ZZ
360 285,860.83 1
200 E MONROE 8.625 2,226.04 90
8.375 2,226.04 318,000.00
FAIRFIELD IA 52556 1 11/30/99 11
0009543219 05 01/01/00 25
0009543219 O 12/01/29
0
3112575 286/286 F 282,400.00 ZZ
360 282,029.27 1
1741 E KAEL STREET 8.125 2,096.82 95
7.875 2,096.82 297,286.00
MESA AZ 85203 1 11/05/99 12
0009561800 03 01/01/00 30
0009561800 O 12/01/29
0
3112579 286/286 F 362,050.00 ZZ
360 360,966.78 1
302 BROAD CREEK DR 7.500 2,531.51 80
7.250 2,531.51 452,586.00
ANNAPOLIS MD 21401 1 11/10/99 00
0009583032 03 01/01/00 0
0009583032 O 12/01/29
0
3112580 286/286 F 256,000.00 ZZ
360 255,647.21 1
135 WATERMELON HILL RD 8.250 1,923.25 80
8.000 1,923.25 320,000.00
CARMEL NY 10541 1 11/12/99 00
0009600792 05 01/01/00 0
0009600792 O 12/01/29
0
3112581 286/286 F 341,100.00 ZZ
360 340,616.94 1
2557 JOHN BOONE CT 7.750 2,443.69 90
7.500 2,443.69 379,000.00
MT PLEASANT SC 29464 1 11/03/99 10
0009603330 03 01/01/00 25
0009603330 O 12/01/29
0
3112584 286/286 F 457,100.00 ZZ
360 456,452.66 1
4713 NORTH 25TH STREET 7.750 3,274.73 80
7.500 3,274.73 571,386.00
1
ARLINGTON VA 22207 1 11/12/99 00
0009613371 05 01/01/00 0
0009613371 O 12/01/29
0
3112585 286/286 F 409,600.00 ZZ
360 409,019.94 1
216 LIGHTHOUSE VIEW DRIVE 7.750 2,934.43 80
7.500 2,934.43 512,000.00
STEVENSVILLE MD 21666 1 11/19/99 00
0009620131 03 01/01/00 0
0009620131 O 12/01/29
0
3112586 286/286 F 280,000.00 ZZ
360 279,460.66 1
5004 YOUNG STREET 8.250 2,103.55 80
8.000 2,103.55 350,000.00
VIRGINIA BEACH VA 23455 2 11/01/99 00
0009620194 05 12/01/99 0
0009620194 O 11/01/29
0
3112588 286/286 F 400,000.00 ZZ
360 399,461.43 1
804 HUNTINGTON CT 8.000 2,935.06 60
7.750 2,935.06 675,000.00
SOUTHLAKE TX 76092 1 10/03/99 00
0009622982 03 01/01/00 0
0009622982 O 12/01/29
0
3112589 286/286 F 256,000.00 ZZ
360 255,672.38 1
1710 PEARTREE LANE 8.250 1,923.25 80
8.000 1,923.25 320,000.00
CROFTON MD 21114 1 11/10/99 00
0009625237 05 01/01/00 0
0009625237 O 12/01/29
0
3112592 286/286 F 122,900.00 ZZ
360 122,761.69 1
4199 EMMETT DRIVE 8.875 977.85 71
8.625 977.85 175,000.00
MONTGOMERY TX 77316 2 11/12/99 00
0009632936 05 01/01/00 0
0009632936 O 12/01/29
0
1
3112594 286/286 F 320,000.00 ZZ
360 319,620.78 1
243 FRONT BEACH 8.625 2,488.93 80
8.375 2,488.93 400,000.00
OCEAN SPRINGS MS 39564 1 11/15/99 00
0009633125 05 01/01/00 0
0009633125 O 12/01/29
0
3112595 286/286 F 200,000.00 T
360 199,756.82 1
29664 CONSTITUTION AVE 8.500 1,537.83 73
8.250 1,537.83 275,000.00
BIG PINE KEY FL 33043 2 11/12/99 00
0009637503 05 01/01/00 0
0009637503 O 12/01/29
0
3112596 286/286 F 280,000.00 ZZ
360 279,622.98 1
265 HAMPSHIRE RD 8.000 2,054.55 75
7.750 2,054.55 375,000.00
AKRON OH 44313 1 11/16/99 00
0009640653 05 01/01/00 0
0009640653 O 12/01/29
0
3112597 286/286 F 346,200.00 ZZ
360 345,756.96 1
84 STONEY FORD RD 8.250 2,600.89 90
8.000 2,600.89 384,706.00
HOLLAND PA 18966 1 11/15/99 10
0009640681 03 01/01/00 25
0009640681 O 12/01/29
0
3112598 286/286 F 567,000.00 ZZ
360 565,613.41 1
3122 O STREET NW 7.875 4,111.15 66
7.625 4,111.15 867,000.00
WASHINGTON DC 20007 1 11/01/99 00
0009640899 07 12/01/99 0
0009640899 O 11/01/29
0
3112599 286/286 F 337,600.00 ZZ
360 337,097.33 1
1
1237 HEBERTON ST 7.500 2,360.55 80
7.250 2,360.55 422,000.00
PITTSBURGH PA 15206 1 11/11/99 00
0009641888 05 01/01/00 0
0009641888 O 12/01/29
0
3112600 286/286 F 358,000.00 ZZ
360 357,237.06 1
6517 32ND ST NW 7.750 2,564.76 72
7.500 2,564.76 498,000.00
WASHINGTON DC 20015 1 11/05/99 00
0009642352 05 12/01/99 0
0009642352 O 11/01/29
0
3112602 286/286 F 149,600.00 ZZ
360 149,511.67 1
120 CHESS CHASE 8.625 1,163.58 80
8.375 1,163.58 187,000.00
FAYETTEVILLE GA 30215 1 12/17/99 00
0009646130 03 02/01/00 0
0009646130 O 01/01/30
0
3112603 286/286 F 360,000.00 ZZ
360 359,502.87 1
14820 POPLAR HILL RD 7.875 2,610.25 71
7.625 2,610.25 510,000.00
DARNESTOWN MD 20874 1 11/23/99 00
0009652116 05 01/01/00 0
0009652116 O 12/01/29
0
3112605 286/286 F 348,000.00 ZZ
360 347,543.16 1
13825 WHISKEY CREEK DR 8.125 2,583.90 80
7.875 2,583.90 435,000.00
FORT WAYNE IN 46814 1 11/19/99 00
0009654784 05 01/01/00 0
0009654784 O 12/01/29
0
3112606 286/286 F 292,000.00 ZZ
360 291,626.32 1
7503 SAWGRASS TERR 8.250 2,193.70 80
8.000 2,193.70 365,000.00
GAITHERSBURG MD 20879 1 11/19/99 00
0009655780 03 01/01/00 0
1
0009655780 O 12/01/29
0
3112608 286/286 F 259,250.00 ZZ
360 258,882.86 1
1419 CRESTRIDGE DRIVE 7.750 1,857.30 85
7.500 1,857.30 305,000.00
SILVER SPRING MD 20910 1 11/19/99 10
0009657744 05 01/01/00 12
0009657744 O 12/01/29
0
3112610 286/286 F 316,000.00 ZZ
360 315,343.30 1
40 CRAIG LN 7.875 2,291.22 80
7.625 2,291.22 395,000.00
FRAZIER PA 19355 1 11/17/99 00
0009664866 03 01/01/00 0
0009664866 O 12/01/29
0
3112625 822/G01 F 145,000.00 ZZ
360 144,794.66 1
193 LAWRENCEVILLE-PENNINGTON 7.750 1,038.80 50
7.500 1,038.80 290,000.00
R . LAWRENCE TW NJ 08648 1 11/30/99 00
0431739606 05 01/01/00 0
0756001404 O 12/01/29
0
3113032 K08/G01 F 275,000.00 ZZ
360 274,805.91 1
811 ACACIA DRIVE 7.750 1,970.13 46
7.500 1,970.13 605,000.00
BURLINGAME CA 94010 1 12/15/99 00
0411722440 05 02/01/00 0
0411722440 O 01/01/30
0
3113035 K08/G01 F 444,000.00 ZZ
360 443,694.44 1
10172 HERONWOOD LANE 7.875 3,219.31 80
7.625 3,219.31 555,000.00
WEST PALM BEACH FL 33412 1 12/29/99 00
0411727209 03 02/01/00 0
0411727209 O 01/01/30
0
1
3113213 696/G01 F 421,050.00 ZZ
360 420,729.61 1
4025 CONNECTICUT AVE., NW #701 7.375 2,908.09 80
7.125 2,908.09 526,365.00
WASHINGTON DC 20008 1 12/29/99 00
0431740794 08 02/01/00 0
31299378 O 01/01/30
0
3113265 S89/G01 F 387,600.00 ZZ
360 387,365.19 1
1666 RACE ST 8.500 2,980.31 95
8.250 2,980.31 408,000.00
DENVER CO 80206 1 12/10/99 11
0431750652 05 02/01/00 30
21990048 O 01/01/30
0
3113592 S89/457 F 145,000.00 ZZ
360 144,799.77 1
75 EVERGREEN 7.875 1,051.35 49
7.625 1,051.35 299,000.00
NATICK MA 01760 2 12/01/99 00
466450 05 01/01/00 0
000 O 12/01/29
0
3114120 F42/G01 F 260,000.00 ZZ
360 259,821.06 1
959 CLIFFSIDE AVENUE 7.875 1,885.19 73
7.625 1,885.19 360,000.00
NORTH WOODMERE NY 11581 1 12/06/99 00
0431752401 05 02/01/00 0
RS03279 O 01/01/30
0
3114151 A50/A50 F 357,000.00 ZZ
360 356,754.31 1
100 STEEPLE CREST SOUTH 7.875 2,588.50 90
7.625 2,588.50 400,000.00
IRMO SC 29063 2 12/15/99 04
201088 03 02/01/00 25
201088 O 01/01/30
0
3114380 637/G01 F 175,000.00 ZZ
360 174,885.53 1
9210 S WILTSHIRE DRIVE 8.125 1,299.37 67
7.875 1,299.37 262,500.00
1
HIGHLANDS RANCH CO 80126 1 12/20/99 00
0431740943 03 02/01/00 0
0015334022 O 01/01/30
0
3114453 637/G01 F 261,728.00 ZZ
360 261,547.88 1
3269 VISTA DEL LAGO WAY 7.875 1,897.71 80
7.625 1,897.71 330,000.00
FAIRFIELD CA 94533 1 12/15/99 00
0431760487 05 02/01/00 0
0015341357 O 01/01/30
0
3114614 M32/M32 F 374,000.00 ZZ
360 373,749.05 1
135 OAK STREET 8.000 2,744.28 80
7.750 2,744.28 467,500.00
READING MA 01945 1 12/15/99 00
127605103 05 02/01/00 0
127605103 O 01/01/30
0
3115798 K08/G01 F 112,950.00 ZZ
360 112,885.01 1
8757 BRANSON DR 8.750 888.58 90
8.500 888.58 125,500.00
INVER GROVE HEI MN 55076 1 12/30/99 04
0411625445 01 02/01/00 25
0411625445 O 01/01/30
0
3115842 K08/G01 F 136,000.00 ZZ
360 135,906.41 1
13541 CARROLL WAY 7.875 986.09 41
7.625 986.09 336,000.00
TUSTIN CA 92780 1 12/23/99 00
0411762750 05 02/01/00 0
0411762750 O 01/01/30
0
3115984 S89/G01 F 390,000.00 ZZ
360 389,488.04 1
1 BANYAN ROAD 8.125 2,895.74 77
7.875 2,895.74 510,000.00
SKILLMAN NJ 08558 1 11/22/99 00
0431754373 03 01/01/00 0
62102413 O 12/01/29
0
1
3115994 168/168 F 460,000.00 ZZ
360 459,667.07 1
11 ARRANDALE ROAD 7.625 3,255.85 80
7.375 3,255.85 575,000.00
ROCKVILLE CENTR NY 11570 1 12/28/99 00
0249486083 05 02/01/00 0
0249486083 O 01/01/30
0
3117492 696/G01 F 427,900.00 ZZ
360 427,612.89 1
1020 BIRCH STREET 8.000 3,139.78 80
7.750 3,139.78 534,888.00
FALLS CHURCH VA 22046 1 12/30/99 00
0431744663 05 02/01/00 0
25199006 O 01/01/30
0
3117493 696/G01 F 280,000.00 ZZ
360 279,825.97 1
1153 N. JEFFERSON STREET 8.375 2,128.20 80
8.125 2,128.20 350,000.00
ARLINGTON VA 22205 2 12/29/99 00
0431744671 05 02/01/00 0
10099072 O 01/01/30
0
3118440 K08/G01 F 370,800.00 ZZ
360 370,592.12 1
9379 EAST ASPEN HILL PLACE 8.875 2,950.25 90
8.625 2,950.25 412,079.00
LITTLETON CO 80124 1 12/31/99 01
0411744014 03 02/01/00 25
0411744014 O 01/01/30
0
3118612 696/G01 F 508,000.00 ZZ
360 507,692.25 1
1727 WILLARD STREET, NW 8.500 3,906.08 80
8.250 3,906.08 635,000.00
WASHINGTON DC 20009 2 12/29/99 00
0431753052 05 02/01/00 0
10099076 O 01/01/30
0
3123533 K08/G01 F 359,000.00 ZZ
360 358,776.86 1
1
933 SOUTH SHORE DRIVE 8.375 2,728.66 68
8.125 2,728.66 530,000.00
HOLLAND MI 49423 2 12/29/99 00
0411743339 05 02/01/00 0
0411743339 O 01/01/30
0
3125633 550/550 F 339,300.00 ZZ
360 339,300.00 1
118 WEST AVENIDA 8.250 2,549.05 90
DE LOS LOBAS MARINOS 8.000 2,549.05 377,000.00
SAN CLEMENTE CA 92672 1 12/28/99 10
120293704 05 03/01/00 25
120293704 O 02/01/30
0
3126281 F28/G01 F 292,000.00 T
360 291,423.09 1
995 S PAGE SPRINGS RD 8.125 2,168.09 80
7.875 2,168.09 365,000.00
CORNVILLE AZ 86325 2 10/06/99 00
0431773514 05 12/01/99 0
4329961 O 11/01/29
0
3126283 F28/G01 F 308,650.00 ZZ
360 307,269.25 1
345 E. RANNEY DR 8.000 2,264.76 80
7.750 2,264.76 385,855.00
VERNON HILLS IL 60061 1 08/18/99 00
0431773357 03 10/01/99 0
4574143 O 09/01/29
0
3126284 F28/G01 F 450,000.00 ZZ
360 449,698.06 1
13229 SOUTH AKAGI LN 8.000 3,301.94 65
7.750 3,301.94 700,000.00
DRAPER UT 84020 2 12/03/99 00
0431773365 05 02/01/00 0
4605974 O 01/01/30
0
3126287 F28/G01 F 420,000.00 ZZ
360 418,572.04 1
28 BLACK ROCK TURNPIKE 8.000 3,081.81 80
7.750 3,081.81 525,000.00
REDDING CT 06896 1 08/03/99 00
0431773381 05 10/01/99 0
1
4756280 O 09/01/29
0
3126290 F28/G01 F 275,520.00 T
360 274,132.12 1
9936 E.LOUISE HOWARD CT 7.750 1,973.86 80
7.500 1,973.86 344,400.00
EMERALD ISLE NC 28594 1 06/11/99 00
0431773415 01 08/01/99 0
4785784 O 07/01/29
0
3126300 F28/G01 F 390,000.00 ZZ
360 388,969.14 1
3701 MORNINGSIDE DR 8.125 2,895.74 75
7.875 2,895.74 520,000.00
FAIRFAX VA 22031 5 09/29/99 00
0431773720 05 11/01/99 0
4858621 O 10/01/29
0
3126304 F28/G01 F 285,000.00 ZZ
360 283,773.42 1
5 ROCKWOOD TERRACE 7.750 2,041.77 75
7.500 2,041.77 380,000.00
JAMAICA PLAIN MA 02130 1 07/23/99 00
0431773845 05 09/01/99 0
4873794 O 08/01/29
0
3126306 F28/G01 F 450,000.00 ZZ
360 447,957.93 1
2112 MIDDLEFORK RD 7.750 3,223.86 51
7.500 3,223.86 890,000.00
NORTHFIELD IL 60093 1 07/19/99 00
0431773894 05 09/01/99 0
4874816 O 08/01/29
0
3126307 F28/G01 F 255,500.00 ZZ
360 254,609.22 1
28654 W. HUNTINGTON ST 7.875 1,852.55 69
7.625 1,852.55 375,500.00
HARTLAND WI 53029 1 08/06/99 00
0431773902 05 10/01/99 0
4877126 O 09/01/29
0
1
3126308 F28/G01 F 333,000.00 ZZ
360 331,566.89 1
6474 NORTH EWING ST 7.750 2,385.65 60
7.500 2,385.65 555,000.00
INDIANAPOLIS IN 46240 1 07/09/99 00
0431773944 05 09/01/99 0
4882421 O 08/01/29
0
3126309 F28/G01 F 274,550.00 ZZ
360 273,993.66 1
222 LEGATE HILL RD LOT 1E 8.000 2,014.55 95
7.750 2,014.55 289,000.00
LEOMINSTER MA 01453 1 10/08/99 14
0431773977 05 12/01/99 30
4883205 O 11/01/29
0
3126310 F28/G01 F 280,000.00 T
360 278,824.72 1
7316 OCEAN DRIVE 7.875 2,030.19 76
7.625 2,030.19 372,000.00
EMERALD ISLE NC 28594 1 08/05/99 00
0431773993 05 09/01/99 0
4884112 O 08/01/29
0
3126312 F28/G01 F 265,000.00 ZZ
360 264,121.45 1
7 GRIGGS ACRES DR 8.125 1,967.62 74
7.875 1,967.62 360,000.00
POINT HARBOR NC 27964 1 08/23/99 00
0431774041 05 10/01/99 0
4886440 O 09/01/29
0
3126313 F28/G01 F 288,000.00 ZZ
360 286,995.91 1
19565 DESPARADO DR 7.875 2,088.20 78
7.625 2,088.20 370,019.00
COLORADO SPRING CO 80908 1 08/11/99 00
0431774066 05 10/01/99 0
4890053 O 09/01/29
0
3126314 F28/G01 F 360,000.00 ZZ
360 358,488.89 1
5316 BLAKE RD SOUTH 7.875 2,610.25 80
7.625 2,610.25 450,000.00
1
EDINA MN 55436 1 08/02/99 00
0431774082 05 09/01/99 0
4891646 O 08/01/29
0
3126315 F28/G01 F 308,000.00 ZZ
360 306,705.44 1
7866 ITHACA LN N 7.875 2,233.21 80
7.625 2,233.21 385,000.00
MAPLE GROVE MN 55311 1 07/14/99 00
0431774108 05 09/01/99 0
4893461 O 08/01/29
0
3126317 F28/G01 F 300,000.00 ZZ
360 298,771.96 1
115 ROYAL PALM DR 8.000 2,201.29 31
7.750 2,201.29 975,000.00
FT LAUDERDALE FL 33301 1 07/15/99 00
0431774140 05 09/01/99 0
4896522 O 08/01/29
0
3126318 F28/G01 F 296,000.00 ZZ
360 294,967.99 1
22 ALTON COURT UNIT 2 7.875 2,146.21 80
7.625 2,146.21 370,000.00
BROOKLINE MA 02446 1 08/09/99 00
0431774157 01 10/01/99 0
4898106 O 09/01/29
0
3126319 F28/G01 F 278,000.00 ZZ
360 276,833.11 1
15012 BLUNTS BRIDGE RD 7.875 2,015.69 74
7.625 2,015.69 380,000.00
DOSWELL VA 23047 5 07/02/99 00
0431774173 05 09/01/99 0
4898694 O 08/01/29
0
3126320 F28/G01 F 310,000.00 ZZ
360 308,353.23 1
48 FRANKLIN DR 8.125 2,301.74 80
7.875 2,301.74 387,500.00
BELLE MEAD NJ 08502 1 08/16/99 00
0431774199 05 10/01/99 0
4901157 O 09/01/29
0
1
3126322 F28/G01 F 335,000.00 ZZ
360 333,558.26 1
34 KINGS ROW 7.750 2,399.98 75
7.500 2,399.98 449,900.00
NORTH READING MA 01864 1 07/14/99 00
0431774256 05 09/01/99 0
4910372 O 08/01/29
0
3126330 F28/G01 F 346,000.00 T
360 344,547.67 1
18 QUEENS WAY 7.875 2,508.74 80
7.625 2,508.74 432,500.00
HILTON HEAD ISL SC 29928 1 07/23/99 00
0431774447 03 09/01/99 0
4920809 O 08/01/29
0
3126334 F28/G01 F 400,000.00 ZZ
360 398,605.41 1
59 COMMONWEALTH PARK WEST 7.875 2,900.28 76
7.625 2,900.28 527,000.00
NEWTON CENTRE MA 02459 1 08/23/99 00
0431774553 05 10/01/99 0
4929034 O 09/01/29
0
3126343 F28/G01 F 299,200.00 ZZ
360 297,944.09 1
1512 LARIMER STREET #8 7.875 2,169.41 80
7.625 2,169.41 374,000.00
DENVER CO 80202 1 07/16/99 00
0431773571 01 09/01/99 0
4955783 O 08/01/29
0
3126344 F28/G01 F 340,000.00 ZZ
360 339,101.30 1
2615 OAKENSHIELD DR 8.125 2,524.49 80
7.875 2,524.49 430,000.00
POTOMAC MD 20854 2 09/17/99 00
0431773589 05 11/01/99 0
4955914 O 10/01/29
0
3126345 F28/G01 F 419,200.00 ZZ
360 417,738.49 1
1
29 GLENWOOD AVE 7.875 3,039.49 80
7.625 3,039.49 524,000.00
NEWTON MA 02158 1 08/16/99 00
0431773605 05 10/01/99 0
4961639 O 09/01/29
0
3126348 F28/G01 F 472,800.00 ZZ
360 470,765.19 1
6010 PINEWOOD RD 7.750 3,387.20 80
7.500 3,387.20 591,000.00
OAKLAND CA 94611 1 07/20/99 00
0431773647 05 09/01/99 0
4967267 O 08/01/29
0
3126349 F28/G01 F 440,000.00 ZZ
360 438,153.06 1
6950 CROW CANYON RD 7.875 3,190.31 80
7.625 3,190.31 550,000.00
CASTRO VALLEY CA 94552 1 07/26/99 00
0431773662 05 09/01/99 0
4972743 O 08/01/29
0
3126350 F28/G01 F 280,000.00 ZZ
360 277,337.14 1
3040 WALLACE CIRCLE 7.875 2,030.19 80
7.625 2,030.19 350,000.00
ATLANTA GA 30339 2 09/03/99 00
0431773670 05 11/01/99 0
4974020 O 10/01/29
0
3126351 F28/G01 F 305,000.00 ZZ
360 304,173.19 1
1258 STILLWATER ROAD #8 8.000 2,237.98 77
7.750 2,237.98 400,000.00
STAMFORD CT 06902 1 09/17/99 00
0431773696 03 11/01/99 0
4979155 O 10/01/29
0
3126353 F28/G01 F 289,000.00 ZZ
360 287,635.60 1
2124 BUENA CREEK RD 7.875 2,095.45 85
7.625 2,095.45 340,000.00
VISTA CA 92084 1 07/26/99 10
0431773712 05 09/01/99 12
1
4984583 O 08/01/29
0
3126356 F28/G01 F 400,400.00 ZZ
360 399,567.91 1
1237 SUNRISE PL SE 7.875 2,903.18 80
7.625 2,903.18 500,508.00
ISSAQUAH WA 98027 1 10/19/99 00
0431773779 05 12/01/99 0
4986291 O 11/01/29
0
3126357 F28/G01 F 253,200.00 ZZ
360 252,287.62 1
4311 OAK TREE COURT 8.000 1,857.90 95
7.750 1,857.90 266,630.00
FENTON MI 48430 1 08/02/99 10
0431773787 05 10/01/99 30
4989899 O 09/01/29
0
3126358 F28/G01 F 278,800.00 ZZ
360 277,803.32 1
4820 EAST JUANA COURT 7.750 1,997.36 80
7.500 1,997.36 348,500.00
PHOENIX AZ 85331 1 08/04/99 00
0431773795 05 10/01/99 0
4994087 O 09/01/29
0
3126360 F28/G01 F 374,390.00 ZZ
360 370,627.93 1
9855 OLD CONCORD RD 8.000 2,747.15 79
7.750 2,747.15 476,000.00
RFD SALISBURY NC 28146 2 08/26/99 00
0431773811 05 10/01/99 0
5005345 O 09/01/29
0
3126361 F28/G01 F 553,500.00 ZZ
360 549,074.48 1
1330 ALCYON COURT 8.000 4,061.39 75
7.750 4,061.39 738,809.00
CARLSBAD CA 92009 1 08/05/99 00
0431773829 05 10/01/99 0
5008259 O 09/01/29
0
1
3126362 F28/G01 F 294,105.00 ZZ
360 291,046.55 1
3885 HOMESTEAD RIDGE DR 7.875 2,132.47 90
7.625 2,132.47 326,782.00
CUNNING GA 30041 1 08/27/99 10
0431773852 05 10/01/99 25
5012349 O 09/01/29
0
3126364 F28/G01 F 329,000.00 ZZ
360 328,108.10 1
511 BAGADO COURT 8.000 2,414.09 77
7.750 2,414.09 429,000.00
SAN RAMON CA 94583 1 08/31/99 00
0431774058 05 11/01/99 0
5045234 O 10/01/29
0
3126366 F28/G01 F 338,800.00 T
360 337,881.58 1
3 STARRUSH TR 8.000 2,485.99 80
7.750 2,485.99 423,500.00
BALD HEAD ISLAN NC 28461 1 09/07/99 00
0431774090 05 11/01/99 0
5061280 O 10/01/29
0
3126369 F28/G01 F 464,000.00 ZZ
360 462,677.32 1
10234 NORTH TRILLIUM ROAD 7.750 3,324.15 80
7.500 3,324.15 580,000.00
MEQUON WI 53092 1 09/15/99 00
0431774165 05 11/01/99 0
5080221 O 10/01/29
0
3126372 F28/G01 F 306,000.00 ZZ
360 305,170.47 1
2440 COMSTOCK LANE NORTH 8.000 2,245.32 90
7.750 2,245.32 340,000.00
PLYMOUTH MN 55447 1 09/24/99 04
0431774215 05 11/01/99 25
5083094 O 10/01/29
0
3126376 F28/G01 F 414,400.00 ZZ
360 413,581.25 1
100 NEAL ST 8.125 3,076.91 80
7.875 3,076.91 518,000.00
1
PORTLAND ME 04102 1 10/15/99 00
0431774264 05 12/01/99 0
5091055 O 11/01/29
0
3126377 F28/G01 F 360,000.00 ZZ
360 358,999.20 1
16638 N 111TH ST 7.875 2,610.25 65
7.625 2,610.25 560,000.00
SCOTTSDALE AZ 85259 1 09/23/99 00
0431774280 05 11/01/99 0
5092657 O 10/01/29
0
3126379 F28/G01 F 286,000.00 ZZ
360 285,204.91 1
53 COWPATH DR 7.875 2,073.70 80
7.625 2,073.70 357,500.00
STAMFORD CT 06902 1 09/30/99 00
0431774314 05 11/01/99 0
5096692 O 10/01/29
0
3126381 F28/G01 F 359,200.00 ZZ
360 357,597.82 1
46 LAUREL GLEN TERRACE 8.000 2,635.68 80
7.750 2,635.68 449,000.00
SAN RAFAEL CA 94903 1 09/17/99 00
0431774348 09 11/01/99 0
5100912 O 10/01/29
0
3126382 F28/G01 F 378,000.00 ZZ
360 377,503.80 1
1541 WEST TOSCANINI DR 8.125 2,806.64 80
7.875 2,806.64 477,000.00
RANCHO PALOS VE CA 90275 2 10/29/99 00
0431774355 05 01/01/00 0
5103510 O 12/01/29
0
3126383 F28/G01 F 366,400.00 ZZ
360 365,619.18 1
97 COUNTRY CLUB RD 7.750 2,624.93 80
7.500 2,624.93 458,000.00
DEDHAM MA 02026 1 10/28/99 00
0431774363 05 12/01/99 0
5104708 O 11/01/29
0
1
3126385 F28/G01 F 263,200.00 T
360 262,666.65 1
1025 SUMMER RIDGE RD 8.000 1,931.27 80
7.750 1,931.27 329,000.00
BOZEMAN MT 59715 1 09/29/99 00
0431774389 05 12/01/99 0
5109669 O 11/01/29
0
3126386 F28/G01 F 420,000.00 ZZ
360 419,148.92 1
2609 E. BEAVER LAKE DR S.E. 8.000 3,081.81 80
7.750 3,081.81 525,000.00
SAMMAMISH WA 98029 1 10/26/99 00
0431774405 05 12/01/99 0
5114145 O 11/01/29
0
3126387 F28/G01 F 468,100.00 ZZ
360 467,151.45 1
14370 RIVIERA PLACE NORTHEAST 8.000 3,434.75 80
7.750 3,434.75 585,178.00
SEATTLE WA 98125 1 10/08/99 00
0431774421 05 12/01/99 0
5124377 O 11/01/29
0
3126390 F28/G01 F 330,000.00 ZZ
360 329,532.68 1
18 ANNAS WAY 7.750 2,364.16 65
7.500 2,364.16 515,000.00
BOXFORD MA 01921 1 11/05/99 00
0431774488 05 01/01/00 0
5136041 O 12/01/29
0
3126391 F28/G01 F 508,000.00 ZZ
360 506,996.31 1
6136 SHENANDOAH AVE 8.125 3,771.89 80
7.875 3,771.89 635,000.00
LOS ANGELES CA 90056 1 10/12/99 00
0431774504 05 12/01/99 0
5138676 O 11/01/29
0
3126392 F28/G01 F 420,000.00 ZZ
360 419,170.19 1
1
17 RAFT ISLAND DR NW 8.125 3,118.49 80
7.875 3,118.49 530,500.00
GIG HARBOR WA 98335 1 10/14/99 00
0431774512 03 12/01/99 0
5139110 O 11/01/29
0
3126393 F28/G01 F 380,200.00 ZZ
360 379,409.87 1
4423 UNIVERSITY 7.875 2,756.71 80
7.625 2,756.71 475,300.00
HOUSTON TX 77005 1 10/27/99 00
0431774538 03 12/01/99 0
5151303 O 11/01/29
0
3126394 F28/G01 F 355,800.00 ZZ
360 355,097.05 1
495 VANDERBILT CT 8.125 2,641.80 80
7.875 2,641.80 444,750.00
COLORADO SPRING CO 80906 1 10/14/99 00
0431774546 05 12/01/99 0
5155258 O 11/01/29
0
3126395 F28/G01 F 400,000.00 ZZ
360 399,447.63 1
530 EAST GLEN DR 7.875 2,900.28 63
7.625 2,900.28 635,000.00
PHOENIX AZ 85020 1 11/03/99 00
0431774587 05 01/01/00 0
5156643 O 12/01/29
0
3126396 F28/G01 F 261,000.00 ZZ
360 260,648.57 1
9055 LAKEVIEW DR 8.000 1,915.13 95
7.750 1,915.13 275,000.00
OLMSTED FALLS OH 44138 1 11/05/99 04
0431774603 03 01/01/00 30
5163284 O 12/01/29
0
3126397 F28/G01 F 280,500.00 ZZ
360 280,102.76 1
12 BARNES WAY 7.750 2,009.54 75
7.500 2,009.54 374,000.00
WALPOLE MA 02081 5 11/03/99 00
0431774629 05 01/01/00 0
1
5168820 O 12/01/29
0
3126400 F28/G01 F 330,700.00 ZZ
360 329,909.22 1
2955 SCHEWENDEMEN AV 7.875 2,397.80 80
7.625 2,397.80 413,381.00
TUSTIN CA 92782 1 10/19/99 00
0431774645 03 12/01/99 0
5183306 O 11/01/29
0
3126401 F28/G01 F 500,000.00 ZZ
360 499,343.64 1
15 OXFORD BLVD 8.125 3,712.49 80
7.875 3,712.49 625,000.00
PLEASANT RIDGE MI 48069 1 11/12/99 00
0431774652 05 01/01/00 0
5190426 O 12/01/29
0
3126403 F28/G01 F 377,500.00 ZZ
360 376,647.55 1
5329 VAL VERDE 8.000 2,769.97 80
7.750 2,769.97 475,000.00
HOUSTON TX 77056 2 10/22/99 00
0431774686 05 12/01/99 0
5200854 O 11/01/29
0
3126405 F28/G01 F 340,000.00 ZZ
360 339,328.25 1
753 FAIRMOUNT AV 8.125 2,524.49 80
7.875 2,524.49 425,000.00
ST. PAUL MN 55105 1 10/29/99 00
0431774694 05 12/01/99 0
5205269 O 11/01/29
0
3126411 F28/G01 F 310,000.00 ZZ
360 309,582.61 1
6 BELFAIR CT 8.000 2,274.67 52
7.750 2,274.67 600,000.00
HENDERSON NV 89012 5 11/08/99 00
0431774769 03 01/01/00 0
5230190 O 12/01/29
0
1
3126413 F28/G01 F 375,000.00 ZZ
360 374,495.08 1
3760 DEERVALE DR 8.000 2,751.62 72
SHERMAN OAKS AREA 7.750 2,751.62 525,000.00
LOS ANGELES CA 91403 1 11/23/99 00
0431774801 05 01/01/00 0
5250329 O 12/01/29
0
3126416 F28/G01 F 300,000.00 ZZ
360 299,575.15 1
17 EL CORZO 7.750 2,149.24 71
7.500 2,149.24 425,000.00
RANCHO SANTA MA CA 92688 5 11/19/99 00
0431774835 03 01/01/00 0
5265147 O 12/01/29
0
3126417 F28/G01 F 498,000.00 ZZ
360 497,665.85 1
5227 CENTRAL AV 8.000 3,654.15 61
7.750 3,654.15 820,000.00
WESTERN SPRINGS IL 60558 5 12/02/99 00
0431774843 05 02/01/00 0
5265923 O 01/01/30
0
3126418 F28/G01 F 450,000.00 ZZ
360 449,409.28 1
5427 N. LAKEWOOD AV 8.125 3,341.24 77
7.875 3,341.24 585,000.00
CHICAGO IL 60640 1 11/30/99 00
0431774850 05 01/01/00 0
5279130 O 12/01/29
0
3126419 F28/G01 F 330,000.00 ZZ
360 329,566.05 1
34 NICHOLS ST 8.125 2,450.24 75
7.875 2,450.24 440,000.00
REHOBOTH MA 02769 5 11/24/99 00
0431774868 05 01/01/00 0
5279587 O 12/01/29
0
3126420 F28/G01 F 293,600.00 ZZ
360 293,407.95 1
6518 CAMDEN ROW RD 8.125 2,179.97 95
7.875 2,179.97 309,066.00
1
DUBLIN OH 43016 1 12/07/99 04
0431774876 05 02/01/00 30
5279916 O 01/01/30
0
3127091 K08/G01 F 252,000.00 ZZ
360 251,835.16 1
8852 SOUTH REDWING AVENUE 8.125 1,871.09 80
7.875 1,871.09 315,000.00
LITTLETON CO 80126 2 12/23/99 00
0411762784 03 02/01/00 0
0411762784 O 01/01/30
0
3127166 696/G01 F 312,000.00 ZZ
360 312,000.00 1
7211 HICKORY STREET 8.375 2,371.43 80
8.125 2,371.43 390,000.00
FALLS CHURCH VA 22043 2 01/06/00 00
0431753227 05 03/01/00 0
10099071 O 02/01/30
0
3128683 286/286 F 256,000.00 ZZ
360 255,646.48 1
198 PALFREY STREET 7.875 1,856.18 80
7.625 1,856.18 320,000.00
WATERTOWN MA 02472 1 11/30/99 00
0000632420 05 01/01/00 0
0000632420 O 12/01/29
0
3128684 286/286 F 260,000.00 ZZ
360 259,561.50 1
35 REGINA DR 8.125 1,930.50 80
7.875 1,930.50 325,000.00
SCITUATE RI 02857 1 11/30/99 00
0000643176 05 01/01/00 0
0000643176 O 12/01/29
0
3128685 286/286 F 288,000.00 ZZ
360 287,806.75 1
1537 W GEORGE ST 8.000 2,113.25 80
7.750 2,113.25 360,000.00
CHICAGO IL 60657 1 12/06/99 00
0000643197 05 02/01/00 0
0000643197 O 01/01/30
0
1
3128687 286/286 F 256,000.00 ZZ
360 255,646.48 1
102 HORN CASTLE PLACE 7.875 1,856.18 95
7.625 1,856.18 269,500.00
GOOSE CREEK SC 29445 1 12/01/99 12
0000643612 05 01/01/00 30
0000643612 O 12/01/29
0
3128688 286/286 F 350,000.00 ZZ
360 349,528.74 1
2505 E LEHI RD #4 8.000 2,568.18 90
7.750 2,568.18 389,000.00
MESA AZ 85213 1 11/30/99 01
0000643715 03 01/01/00 25
0000643715 O 12/01/29
0
3128689 286/286 F 400,000.00 ZZ
360 399,549.84 1
3333 PANORAMA BROOK DR 8.875 3,182.58 88
8.625 3,182.58 455,000.00
VESTAVIA AL 35216 1 11/30/99 10
0000643722 05 01/01/00 25
0000643722 O 12/01/29
0
3128690 286/286 F 460,000.00 ZZ
360 459,426.16 1
1065 MAPLETON AV 8.375 3,496.34 80
8.125 3,496.34 575,000.00
BOULDER CO 80304 1 11/29/99 00
0000644457 05 01/01/00 0
0000644457 O 12/01/29
0
3128691 286/286 F 380,000.00 ZZ
360 379,525.97 1
2575 CRAGMOOR RD 8.375 2,888.27 80
8.125 2,888.27 475,000.00
BOULDER CO 80303 1 11/24/99 00
0000644522 03 01/01/00 0
0000644522 O 12/01/29
0
3128692 286/286 F 340,000.00 ZZ
360 338,783.19 1
1
709 S DELAWARE AVE 8.250 2,554.31 80
8.000 2,554.31 425,000.00
TAMPA FL 33606 1 12/06/99 00
0000644647 05 02/01/00 0
0000644647 O 01/01/30
0
3128694 286/286 F 392,000.00 ZZ
360 391,458.69 1
11634 SOUTH WARPAINT DRIVE 7.875 2,842.27 67
7.625 2,842.27 592,000.00
PHOENIX AZ 85044 1 11/24/99 00
0000645082 03 01/01/00 0
0000645082 O 12/01/29
0
3128695 286/286 F 356,000.00 ZZ
360 355,520.65 1
3217 ADAMS WOOD DR 8.000 2,612.21 80
7.750 2,612.21 445,000.00
SAN JOSE CA 95148 1 11/24/99 00
0000645211 05 01/01/00 0
0000645211 O 12/01/29
0
3128696 286/286 F 327,200.00 ZZ
360 326,985.96 1
1933 BN LINCOLN AVE 8.125 2,429.46 80
7.875 2,429.46 410,000.00
CHICAGO IL 60614 1 12/03/99 00
0000645217 01 02/01/00 0
0000645217 O 01/01/30
0
3128697 286/286 F 312,000.00 ZZ
360 311,785.28 1
9 N 551 DITTMAN ROAD 7.875 2,262.22 80
7.625 2,262.22 390,000.00
ELGIN IL 60123 2 12/22/99 00
0000645271 05 02/01/00 0
0000645271 O 01/01/30
0
3128698 286/286 F 316,000.00 ZZ
360 315,147.55 1
371 BUTTERNUT DR 8.125 2,346.30 80
7.875 2,346.30 395,000.00
BUFFALO GROVE IL 60089 1 12/03/99 00
0000645379 05 01/01/00 0
1
0000645379 O 12/01/29
0
3128700 286/286 F 220,000.00 ZZ
360 219,711.21 1
4756 STRIKE IT RICH DRIVE 8.125 1,633.49 80
7.875 1,633.49 275,000.00
GOLD CANON AZ 85219 1 11/23/99 00
0000645391 03 01/01/00 0
0000645391 O 12/01/29
0
3128701 286/286 F 268,000.00 ZZ
360 267,639.16 1
2810 NORTHWICKE DRIVE 8.000 1,966.49 80
7.750 1,966.49 335,600.00
BUFORD GA 30519 1 11/30/99 00
0000645503 03 01/01/00 0
0000645503 O 12/01/29
0
3128702 286/286 F 400,000.00 ZZ
360 399,724.72 1
1419 E LAKE SAMMAMISH SHORE SE 7.875 2,900.28 80
7.625 2,900.28 500,000.00
ISSAQUAH WA 98029 5 12/03/99 00
0000645635 05 02/01/00 0
0000645635 O 01/01/30
0
3128703 286/286 F 288,000.00 ZZ
360 287,602.30 1
147 GLEN ROAD 7.875 2,088.20 80
7.625 2,088.20 360,000.00
HAWTHORN WOODS IL 60047 1 11/30/99 00
0000645638 05 01/01/00 0
0000645638 O 12/01/29
0
3128704 286/286 F 280,000.00 ZZ
360 279,297.78 1
4520 LIBERITY RD 7.875 2,030.19 80
7.625 2,030.19 350,000.00
DELAWARE OH 43015 1 11/30/99 00
0000645712 05 01/01/00 0
0000645712 O 12/01/29
0
1
3128706 286/286 F 285,600.00 ZZ
360 285,205.61 1
8933 TERWILLIGER'S TRAIL 7.875 2,070.80 80
7.625 2,070.80 357,000.00
CINCINNATI OH 45249 1 12/03/99 00
0000646221 03 01/01/00 0
0000646221 O 12/01/29
0
3128707 286/286 F 220,000.00 ZZ
360 219,739.29 1
2450 SOUTH MILL ROAD 8.625 1,711.14 57
8.375 1,711.14 390,000.00
HEBER CITY UT 84032 2 11/23/99 00
0000646399 05 01/01/00 0
0000646399 O 12/01/29
0
3128708 286/286 F 270,000.00 ZZ
360 269,671.70 1
3730 ERIN COURT 8.500 2,076.07 80
8.250 2,076.07 340,000.00
CRYSTAL LAKE IL 60012 2 11/29/99 00
0000646410 05 01/01/00 0
0000646410 O 12/01/29
0
3128709 286/286 F 340,000.00 ZZ
360 339,530.48 1
751 GAPTER ROAD 7.875 2,465.24 80
7.625 2,465.24 425,000.00
BOULDER CO 80303 2 12/01/99 00
0000646569 05 01/01/00 0
0000646569 O 12/01/29
0
3128710 286/286 F 135,000.00 ZZ
360 134,759.47 1
200 LAKE PINES POINTE 7.625 955.53 65
7.375 955.53 210,000.00
ALPHARETTA GA 30005 1 11/24/99 00
0000646614 03 01/01/00 0
0000646614 O 12/01/29
0
3128711 286/286 F 297,000.00 ZZ
360 296,800.71 1
14207 WOODLAND RIDGE DRIVE 8.000 2,179.29 75
7.750 2,179.29 400,000.00
1
LOUISVILLE KY 40245 2 12/22/99 00
0000646690 05 02/01/00 0
0000646690 O 01/01/30
0
3128712 286/286 F 375,000.00 ZZ
360 374,741.93 1
2165 FAIRHAVEN CIRCLE 7.875 2,719.01 69
7.625 2,719.01 550,000.00
ATLANTA GA 30305 5 12/02/99 00
0000646735 05 02/01/00 0
0000646735 O 01/01/30
0
3128713 286/286 F 354,400.00 ZZ
360 353,922.83 1
525 RIVERSIDE PARKWAY NW 8.000 2,600.46 80
7.750 2,600.46 443,000.00
ATLANTA GA 30328 5 11/23/99 00
0000646935 05 01/01/00 0
0000646935 O 12/01/29
0
3128714 286/286 F 256,000.00 ZZ
360 255,844.91 1
N7304 BAY ROAD 8.500 1,968.42 79
8.250 1,968.42 325,000.00
PLYMOUTH WI 53073 2 12/22/99 00
0000648290 05 02/01/00 0
0000648290 O 01/01/30
0
3128715 286/286 F 640,000.00 ZZ
360 638,342.68 1
1105 LA PALOMA CT 7.625 4,529.89 80
7.375 4,529.89 800,000.00
SOUTHLAKE TX 76092 2 11/17/99 00
0008660587 03 01/01/00 0
0008660587 O 12/01/29
0
3128718 286/286 F 432,000.00 ZZ
360 431,501.09 1
1 GOLDFINCH DRIVE 8.750 3,398.55 80
8.500 3,398.55 540,000.00
NANTUCKET MA 02554 1 11/24/99 00
0009037032 05 01/01/00 0
0009037032 O 12/01/29
0
1
3128719 286/286 F 378,100.00 ZZ
360 377,577.87 1
5 HILLTOWN CT 7.875 2,741.49 80
7.625 2,741.49 472,625.00
PLAINSBORO NJ 08536 1 11/30/99 00
0009338796 03 01/01/00 0
0009338796 O 12/01/29
0
3128721 286/286 F 409,000.00 ZZ
360 408,435.20 1
10426 DEERFOOT DRIVE 7.875 2,965.54 57
7.625 2,965.54 725,000.00
GREAT FALLS VA 22066 2 11/29/99 00
0009339949 05 01/01/00 0
0009339949 O 12/01/29
0
3128722 286/286 F 284,300.00 ZZ
360 283,805.08 1
24223 PEDERNALES CLIFF TRL 7.500 1,987.87 73
7.250 1,987.87 390,000.00
SPICEWOOD TX 78669 2 11/05/99 00
0009420778 05 01/01/00 0
0009420778 O 12/01/29
0
3128723 286/286 F 290,500.00 ZZ
360 290,146.77 1
36 OVERHILL DRIVE 8.500 2,233.70 90
8.250 2,233.70 323,000.00
NORTH BRUNSWICK NJ 08902 1 11/30/99 10
0009452004 05 01/01/00 25
0009452004 O 12/01/29
0
3128724 286/286 F 500,000.00 ZZ
360 499,197.93 1
28875 SPRINGFIELD DR 7.125 3,368.60 63
6.875 3,368.60 803,252.00
EASTON MD 21601 4 11/19/99 00
0009499056 05 01/01/00 0
0009499056 O 12/01/29
0
3128725 286/286 F 338,500.00 ZZ
360 338,278.57 1
1
372 W SECRETARIAT DRIVE 8.125 2,513.36 90
7.875 2,513.36 376,129.00
TEMPE AZ 85284 1 12/01/99 12
0009499815 03 02/01/00 25
0009499815 O 01/01/30
0
3128726 286/286 F 287,000.00 ZZ
360 286,659.88 1
307 KING JAMES COURT 8.625 2,232.26 70
8.375 2,232.26 410,000.00
UPPER MARLBORO MD 20772 5 11/29/99 00
0009542110 05 01/01/00 0
0009542110 O 12/01/29
0
3128727 286/286 F 430,000.00 ZZ
360 429,463.58 1
2511 CHERRY VALLEY ROAD 8.375 3,268.32 74
8.125 3,268.32 585,000.00
WOODSTOCK IL 60098 1 11/30/99 00
0009546309 05 01/01/00 0
0009546309 O 12/01/29
0
3128728 286/286 F 103,600.00 ZZ
360 103,537.23 1
10 SEYMOUR DRIVE 8.500 796.60 80
8.250 796.60 129,500.00
WEST MILFORD NJ 07480 1 12/06/99 00
0009559629 05 02/01/00 0
0009559629 O 01/01/30
0
3128730 286/286 F 468,750.00 ZZ
360 468,180.03 1
11328 E APPALOOSA PL 8.500 3,604.29 75
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SCOTTSDALE AZ 85259 1 11/30/99 00
0009566771 03 01/01/00 0
0009566771 O 12/01/29
0
3128731 286/286 F 452,000.00 ZZ
240 451,244.47 1
5363 ASPENWOOD CT 8.125 3,815.95 80
7.875 3,815.95 565,000.00
CONCORD CA 94521 1 12/01/99 00
0009568669 05 02/01/00 0
1
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0
3128733 286/286 F 102,800.00 ZZ
360 102,678.18 1
612 AUGUSTA CIRCLE 8.625 799.57 80
8.375 799.57 128,500.00
MOUNT LAUREL NJ 08054 1 11/30/99 00
0009618680 01 01/01/00 0
0009618680 O 12/01/29
0
3128734 286/286 F 297,600.00 ZZ
360 297,189.04 1
2 MULBERRY LANE 7.875 2,157.81 79
7.625 2,157.81 377,000.00
MONTVALE NJ 07645 1 11/30/99 00
0009620280 05 01/01/00 0
0009620280 O 12/01/29
0
3128735 286/286 F 200,000.00 ZZ
360 199,723.82 1
50 OLD STIRLING RD 7.875 1,450.14 72
7.625 1,450.14 280,500.00
WARREN NJ 07059 1 11/29/99 00
0009626053 05 01/01/00 0
0009626053 O 12/01/29
0
3128736 286/286 F 330,000.00 ZZ
360 328,549.00 1
4356 ALFRIENDS TRAIL 8.000 2,421.43 77
7.750 2,421.43 430,000.00
VIRGINIA BEACH VA 23455 1 11/12/99 00
0009630852 05 01/01/00 0
0009630852 O 12/01/29
0
3128737 286/286 F 94,450.00 ZZ
360 94,379.67 1
10803 NUBBY BEND 8.000 693.05 79
7.750 693.05 120,000.00
MONTGOMERY TX 77356 2 12/01/99 00
0009633230 03 02/01/00 0
0009633230 O 01/01/30
0
1
3128738 286/286 F 270,000.00 ZZ
360 269,597.99 1
1802 SIGNAL HILL DR 7.500 1,887.88 68
7.250 1,887.88 400,000.00
MECHANICSBURG PA 17055 1 11/30/99 00
0009638552 03 01/01/00 0
0009638552 O 12/01/29
0
3128739 286/286 F 328,200.00 ZZ
360 327,746.78 1
9352 TOPANZA CANYON ST 7.875 2,379.68 80
7.625 2,379.68 410,311.00
LAS VEGAS NV 89123 1 11/17/99 00
0009641507 03 01/01/00 0
0009641507 O 12/01/29
0
3128740 286/286 F 375,000.00 ZZ
360 374,240.09 1
973 ROSEDALE ROAD 8.000 2,751.62 89
7.750 2,751.62 425,000.00
ATLANTA GA 30306 1 10/28/99 12
0009644849 05 12/01/99 25
0009644849 O 11/01/29
0
3128741 286/286 F 407,100.00 ZZ
360 406,425.05 1
9 CASTLE DR 8.250 3,058.41 80
8.000 3,058.41 508,900.00
MIDDLETOWN NJ 07748 1 11/30/99 00
0009647123 05 01/01/00 0
0009647123 O 12/01/29
0
3128742 286/286 F 480,000.00 ZZ
360 479,661.22 1
5560 WANETA DR 7.750 3,438.78 80
7.500 3,438.78 600,000.00
DALLAS TX 75209 1 12/01/99 00
0009651239 03 02/01/00 0
0009651239 O 01/01/30
0
3128743 286/286 F 335,000.00 ZZ
360 334,763.55 1
23547 EVERGREEN MILLS RD 7.750 2,399.99 70
7.500 2,399.99 485,000.00
1
ALDIE VA 20105 1 12/06/99 00
0009655475 05 02/01/00 0
0009655475 O 01/01/30
0
3128744 286/286 F 116,000.00 ZZ
360 115,862.53 1
1240 STATE HIGHWAY 8.625 902.24 75
8.375 902.24 155,000.00
EASTHAM MA 02642 1 11/30/99 00
0009657942 05 01/01/00 0
0009657942 O 12/01/29
0
3128745 286/286 F 132,000.00 ZZ
360 131,758.00 1
2219 CAMINO RANCHO SIRINGO 7.625 934.29 80
7.375 934.29 165,000.00
SANTA FE NM 87505 1 11/29/99 00
0009660468 03 01/01/00 0
0009660468 O 12/01/29
0
3128747 286/286 F 260,000.00 ZZ
360 259,675.66 1
1350 RUNNYMEDE RD 8.375 1,976.19 60
8.125 1,976.19 440,000.00
DAYTON OH 45419 1 11/30/99 00
0009662727 05 01/01/00 0
0009662727 O 12/01/29
0
3128748 286/286 F 33,600.00 T
360 33,580.66 1
132 SHORE ROAD UNIT 12 8.750 264.34 80
8.500 264.34 42,000.00
NORTH TRURO MA 02652 1 12/07/99 00
0009663658 01 02/01/00 0
0009663658 O 01/01/30
0
3128749 286/286 F 340,000.00 ZZ
360 339,747.67 1
5826 GIDDINGS 7.500 2,377.33 48
7.250 2,377.33 720,000.00
HINSDALE IL 60521 1 12/07/99 00
0009664404 05 02/01/00 0
0009664404 O 01/01/30
0
1
3128751 286/286 F 267,200.00 ZZ
360 266,831.01 1
13221 WELLESLEY DR 7.875 1,937.39 80
7.625 1,937.39 334,000.00
PICKERINGTON OH 43147 1 11/29/99 00
0009667130 05 01/01/00 0
0009667130 O 12/01/29
0
3129232 B60/G01 F 376,000.00 ZZ
360 375,727.86 1
3211 MONTE CARLO DRIVE 7.625 2,661.31 80
7.375 2,661.31 470,000.00
THOUSAND OAKS CA 91362 2 12/23/99 00
0431763960 05 02/01/00 0
280755 O 01/01/30
0
3129417 A50/A50 F 340,000.00 ZZ
360 339,766.01 1
1350 MARSHALL STORE ROAD 7.875 2,465.24 72
7.625 2,465.24 475,000.00
WATKINSVILLE GA 30677 2 12/23/99 00
127709 05 02/01/00 0
127709 O 01/01/30
0
3131215 623/G01 F 283,400.00 ZZ
360 283,008.64 1
929 GENTLEWOOD ST 7.875 2,054.85 80
7.625 2,054.85 354,266.00
GAITHERSBURG MD 20878 1 11/22/99 00
0431764711 03 01/01/00 0
1215909 O 12/01/29
0
3131218 623/G01 F 270,000.00 ZZ
360 269,636.47 1
11008 JORDAN ROAD 8.000 1,981.16 90
7.750 1,981.16 300,000.00
CARMEL IN 46032 4 12/03/99 11
0431755685 05 01/01/00 25
1351258 O 12/01/29
0
3131219 623/G01 F 253,600.00 ZZ
360 253,429.84 1
1
990 DIEGO LANE 8.000 1,860.83 95
7.750 1,860.83 266,960.00
MENDOTA HEIGHTS MN 55118 1 12/10/99 10
0431760925 05 02/01/00 30
1364008 O 01/01/30
0
3131220 623/G01 F 292,000.00 ZZ
360 291,586.49 1
6039 WOODLAKE LANE 7.750 2,091.92 80
7.500 2,091.92 365,000.00
ALEXANDRIA VA 22315 1 11/29/99 00
0431767433 03 01/01/00 0
1389202 O 12/01/29
0
3131221 623/G01 F 342,000.00 ZZ
360 341,371.98 1
18 BOWDEN STREET 8.375 2,599.45 90
8.125 2,599.45 380,000.00
MARBLEHEAD MA 01945 1 11/30/99 11
0431767334 05 01/01/00 25
1390877 O 12/01/29
0
3131222 623/G01 F 299,250.00 ZZ
360 298,836.77 1
3545 FUNKS MILL ROAD 7.875 2,169.77 95
7.625 2,169.77 315,000.00
RIEGELSVILLE PA 18077 1 11/23/99 01
0431763200 05 01/01/00 30
1417532 O 12/01/29
0
3131223 623/G01 F 280,260.00 ZZ
360 280,076.67 1
3527 BARRON BERKELEY WAY 8.125 2,080.92 80
7.875 2,080.92 350,325.00
RALEIGH NC 27612 1 12/03/99 00
0431758176 09 02/01/00 0
1417616 O 01/01/30
0
3131224 623/G01 F 320,000.00 ZZ
360 319,779.78 1
5204 HOPE STREET 7.875 2,320.22 80
7.625 2,320.22 400,000.00
PRIOR LAKE MN 55372 2 12/04/99 00
0431767201 05 02/01/00 0
1
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0
3131225 623/G01 F 276,000.00 ZZ
360 275,628.39 1
9312 DOGWOOD ROAD 8.000 2,025.19 79
7.750 2,025.19 350,000.00
BALTIMORE MD 21244 2 11/23/99 00
0431764539 05 01/01/00 0
1418299 O 12/01/29
0
3131226 623/G01 F 342,000.00 ZZ
360 341,764.64 1
2195 EAST MADDOX ROAD 7.875 2,479.74 71
7.625 2,479.74 484,000.00
BUFORD GA 30518 1 12/17/99 00
0431772102 05 02/01/00 0
1427316 O 01/01/30
0
3131227 623/G01 F 273,250.00 ZZ
360 272,958.07 1
6035 DEVINNEY COURT 9.125 2,223.25 80
8.875 2,223.25 341,617.00
ARVADA CO 80004 1 11/12/99 00
0431760081 03 01/01/00 0
1467183 O 12/01/29
0
3131228 623/G01 F 271,900.00 ZZ
360 271,533.90 1
1190 MERION PLACE 8.000 1,995.11 80
7.750 1,995.11 339,900.00
BROOMFIELD CO 80020 1 11/30/99 00
0431771914 03 01/01/00 0
1516000 O 12/01/29
0
3131229 623/G01 F 348,500.00 ZZ
360 348,030.76 1
100 CLOVER DALE LANE 8.000 2,557.17 74
7.750 2,557.17 475,000.00
DIVIDE CO 80814 2 12/01/99 00
0431770262 05 01/01/00 0
1516001 O 12/01/29
0
1
3131230 623/G01 F 339,550.00 ZZ
360 339,327.89 1
6104 W GOULD DRIVE 8.125 2,521.15 78
7.875 2,521.15 439,556.00
LITTLETON CO 80123 1 12/17/99 00
0431772052 03 02/01/00 0
1516238 O 01/01/30
0
3131231 623/G01 F 377,900.00 ZZ
360 377,017.27 1
5305 WEST 10280 NORTH 7.875 2,740.04 90
7.625 2,740.04 420,000.00
HIGHLAND UT 84003 2 11/29/99 12
0431769553 05 01/01/00 25
1516681 O 12/01/29
0
3131233 623/G01 F 265,000.00 ZZ
360 262,118.50 1
10420 JAY ROAD 8.125 1,967.62 85
7.875 1,967.62 315,000.00
BOISE ID 83703 2 11/24/99 10
0431767185 05 01/01/00 12
1682625 O 12/01/29
0
3131234 623/G01 F 275,000.00 ZZ
360 274,800.97 1
31 ORCHARD PINES PLACE 7.625 1,946.43 74
7.375 1,946.43 375,000.00
THE WOODLANDS TX 77382 1 12/15/99 00
0431772136 03 02/01/00 0
5222375 O 01/01/30
0
3131235 623/G01 F 308,125.00 ZZ
360 307,912.95 1
7630 SWEETWOOD DRIVE 7.875 2,234.12 85
7.625 2,234.12 362,500.00
MACUNGIE PA 18062 1 12/13/99 10
0431757483 05 02/01/00 12
5222566 O 01/01/30
0
3131237 623/G01 F 299,800.00 ZZ
360 299,623.00 1
10612 JAGUAR POINT 8.625 2,331.81 90
8.375 2,331.81 333,135.00
1
LITTLETON CO 80124 1 12/06/99 01
0431763945 03 02/01/00 25
5225345 O 01/01/30
0
3131239 623/G01 F 256,500.00 ZZ
360 256,145.73 1
1817 REDWOOD ROAD 7.875 1,859.81 95
7.625 1,859.81 270,000.00
HERCULES CA 94547 1 11/15/99 01
0431767367 05 01/01/00 30
6209327 O 12/01/29
0
3131240 623/G01 F 260,000.00 ZZ
360 259,649.92 1
261 HERMOSA WAY 8.000 1,907.79 80
7.750 1,907.79 325,000.00
SAN LUIS OBISPO CA 93405 1 11/30/99 00
0431759711 05 01/01/00 0
6209550 O 12/01/29
0
3131242 623/G01 F 297,600.00 ZZ
360 297,209.34 1
482 CALLE CANELA 8.125 2,209.67 80
7.875 2,209.67 372,000.00
SAN DIMAS (AREA CA 91773 1 11/03/99 00
0431771740 05 01/01/00 0
6226850 O 12/01/29
0
3131243 623/G01 F 310,500.00 ZZ
360 310,071.23 1
1576 ACAPULCO COURT 7.875 2,251.34 90
7.625 2,251.34 345,000.00
SIMI VALLEY CA 93065 2 11/16/99 10
0431767300 05 01/01/00 25
6227273 O 12/01/29
0
3131245 623/G01 F 500,000.00 ZZ
360 499,012.15 1
12238 CANTURA STREET 8.125 3,712.48 69
7.875 3,712.48 730,000.00
LOS ANGELES CA 91604 4 10/12/99 00
0431772300 05 12/01/99 0
6230927 O 11/01/29
0
1
3131246 623/G01 F 512,000.00 ZZ
360 511,377.46 1
3999 CHERRYVALE AVENUE 8.500 3,936.84 58
8.250 3,936.84 890,000.00
SOQUEL CA 95073 1 11/30/99 00
0431760271 05 01/01/00 0
6249692 O 12/01/29
0
3131247 623/G01 F 280,000.00 ZZ
360 279,623.00 1
10654 EAST SAN FELIPE AVENUE 8.000 2,054.54 72
7.750 2,054.54 390,000.00
CLOVIS CA 93611 4 11/23/99 00
0431757996 03 01/01/00 0
6278099 O 12/01/29
0
3131248 623/G01 F 297,000.00 ZZ
360 296,074.30 1
381 EAST LA CROSSE AVENUE 7.875 2,153.46 90
7.625 2,153.46 330,000.00
FOWLER CA 93625 2 11/19/99 11
0431760446 05 01/01/00 25
6278896 O 12/01/29
0
3131249 623/G01 F 259,400.00 ZZ
360 259,225.94 1
1565 EAST FOREST OAKS DRIVE 8.000 1,903.39 80
7.750 1,903.39 324,250.00
FRESNO CA 93720 1 12/07/99 00
0431771666 03 02/01/00 0
6278931 O 01/01/30
0
3131250 623/G01 F 429,600.00 ZZ
360 429,006.76 1
2727 KLEIN ROAD 7.875 3,114.90 80
7.625 3,114.90 537,000.00
SAN JOSE CA 95148 1 11/17/99 00
0431767284 05 01/01/00 0
6299551 O 12/01/29
0
3131252 623/G01 F 284,000.00 ZZ
360 283,636.55 1
1
1946 MONTE VISTA DRIVE 8.250 2,133.60 80
8.000 2,133.60 355,000.00
VISTA CA 92084 1 11/19/99 00
0431764083 05 01/01/00 0
6321304 O 12/01/29
0
3131253 623/G01 F 395,900.00 ZZ
360 395,105.01 1
7052 SAN MIGUEL AVENUE 8.250 2,974.27 90
8.000 2,974.27 439,900.00
BONITA CA 91902 1 11/17/99 10
0431759430 05 01/01/00 25
6325154 O 12/01/29
0
3131254 623/G01 F 328,500.00 ZZ
360 328,003.40 1
4332 NORTH TALMADGE DRIVE 7.875 2,381.86 90
7.625 2,381.86 365,000.00
SAN DIEGO CA 92116 1 11/22/99 10
0431770643 05 01/01/00 25
6325259 O 12/01/29
0
3131255 623/G01 F 392,000.00 ZZ
360 391,485.42 1
10701 EATON ROAD 8.125 2,910.59 80
7.875 2,910.59 490,000.00
OAKDALE CA 95361 1 11/22/99 00
0431771492 05 01/01/00 0
6331537 O 12/01/29
0
3131256 623/G01 F 375,000.00 ZZ
360 374,455.44 1
198 DOUGLAS COURT 7.625 2,654.23 80
7.375 2,654.23 468,868.00
MILPITAS CA 95035 1 11/15/99 00
0431767243 03 01/01/00 0
6399224 O 12/01/29
0
3131257 623/G01 F 357,000.00 ZZ
360 356,507.01 1
18321 TOLUSA COURT 7.875 2,588.50 65
7.625 2,588.50 549,900.00
MORGAN HILL CA 95037 1 12/03/99 00
0431770148 03 01/01/00 0
1
6399300 O 12/01/29
0
3131258 623/G01 F 310,000.00 ZZ
360 309,519.29 1
41 HARBERN WAY 7.875 2,247.72 73
7.625 2,247.72 425,000.00
HOLLISTER CA 95023 2 12/01/99 00
0431760693 05 01/01/00 0
6399621 O 12/01/29
0
3131557 163/163 F 272,000.00 ZZ
360 271,624.39 1
4367 LEXINGTON AVENUE N 7.875 1,972.19 80
7.625 1,972.19 340,000.00
SAINT PAUL MN 55126 1 11/30/99 00
700752930 05 01/01/00 0
700752930 O 12/01/29
0
3131582 163/163 F 320,000.00 ZZ
360 319,806.14 1
585 ELM ROAD 8.500 2,460.53 77
8.250 2,460.53 420,000.00
BARRINGTON IL 60010 1 12/10/99 00
169111 05 02/01/00 0
169111 O 01/01/30
0
3131589 163/163 F 397,500.00 ZZ
360 397,277.15 1
1919 DARIEN CLUB DRIVE 8.875 3,162.69 75
8.625 3,162.69 530,000.00
DARIEN IL 60561 1 12/17/99 00
3917221765 03 02/01/00 0
3917221765 O 01/01/30
0
3131646 163/163 F 366,000.00 ZZ
360 365,754.42 1
782 EDDY LANE 8.000 2,685.58 80
7.750 2,685.58 460,000.00
SANTA CRUZ CA 95062 2 12/03/99 00
0217197551 05 02/01/00 0
0217197551 O 01/01/30
0
1
3131679 163/163 F 285,600.00 ZZ
360 285,403.45 1
245 ANDREA DRIVE 7.875 2,070.80 80
7.625 2,070.80 357,500.00
ROCKAWAY NJ 07868 1 12/14/99 00
10003162 05 02/01/00 0
10003162 O 01/01/30
0
3131701 163/163 F 350,000.00 ZZ
360 349,740.25 1
6869 LENWOOD WAY 7.500 2,447.25 67
7.250 2,447.25 525,000.00
SAN JOSE CA 95120 1 12/03/99 00
965341 05 02/01/00 0
965341 O 01/01/30
0
3131708 163/163 F 335,000.00 ZZ
360 334,775.22 1
9320 SW 140 STREET 8.000 2,458.11 74
7.750 2,458.11 455,000.00
MIAMI FL 33176 1 12/15/99 00
7717182058 05 02/01/00 0
7717182058 O 01/01/30
0
3131732 163/163 F 420,000.00 ZZ
360 419,127.17 1
32181 BLACK WIDOW DRIVE 7.875 3,045.29 80
7.625 3,045.29 525,000.00
CONIFER CO 80433 1 10/29/99 00
400664882 05 12/01/99 0
400664882 O 11/01/29
0
3131734 163/163 F 265,500.00 ZZ
360 265,330.70 1
2513 HWY 33 SOUTH 8.250 1,994.61 85
8.000 1,994.61 315,000.00
SYLVESTER GA 31791 2 12/09/99 12
80042507 05 02/01/00 12
80042507 O 01/01/30
0
3131788 163/163 F 550,000.00 ZZ
360 549,296.15 1
764 RICOTA COURT 8.250 4,131.97 65
8.000 4,131.97 850,000.00
1
HENDERSON NV 89012 2 11/24/99 00
1816972202 03 01/01/00 0
1816972202 O 12/01/29
0
3131794 163/163 F 311,400.00 ZZ
360 311,011.55 1
15 SHODDY MALL ROAD 8.375 2,366.86 90
8.125 2,366.86 346,000.00
BOLTON CT 06043 1 11/29/99 10
1000169783 05 01/01/00 25
1000169783 O 12/01/29
0
3131818 163/163 F 310,900.00 ZZ
360 310,663.43 1
1390 BRENTWOOD ROAD 7.375 2,147.31 75
7.125 2,147.31 419,900.00
YARDLEY PA 19067 1 12/03/99 00
499995216 05 02/01/00 0
499995216 O 01/01/30
0
3131820 163/163 F 375,000.00 ZZ
360 374,236.40 1
944 BANYAN DRIVE 7.375 2,590.03 47
7.125 2,590.03 800,000.00
DELRAY BEACH FL 33483 1 11/30/99 00
1000185631 05 01/01/00 0
1000185631 O 12/01/29
0
3131845 163/163 F 512,000.00 ZZ
360 511,647.64 1
1539 BUTLER DRIVE 7.875 3,712.36 80
7.625 3,712.36 640,000.00
SAN ANGELO TX 76904 2 12/23/99 00
400510680 05 02/01/00 0
400510680 O 01/01/30
0
3131947 163/163 F 400,000.00 ZZ
360 399,724.72 1
312 CLUB COLONY CIRCLE 7.875 2,900.28 73
7.625 2,900.28 550,000.00
BLYTHEWOOD SC 29016 1 12/20/99 00
1000205805 03 02/01/00 0
1000205805 O 01/01/30
0
1
3131967 163/163 F 370,000.00 ZZ
360 369,420.99 1
6423 MURRAY HILL ROAD 7.250 2,524.05 72
7.000 2,524.05 520,000.00
RUXTON MD 21212 1 11/30/99 00
917182835 05 01/01/00 0
917182835 O 12/01/29
0
3131993 163/163 F 340,000.00 ZZ
360 339,788.67 1
2622 EAST ARROWHEAD TRAIL 8.375 2,584.25 72
8.125 2,584.25 475,000.00
GILBERT AZ 85236 5 12/08/99 00
1817215304 03 02/01/00 0
1817215304 O 01/01/30
0
3132004 163/163 F 320,000.00 ZZ
360 319,779.78 1
730 TURNBERRY DRIVE 7.875 2,320.22 75
7.625 2,320.22 430,000.00
JEFFERSON CITY MO 65109 2 12/13/99 00
64626460 05 02/01/00 0
64626460 O 01/01/30
0
3132078 163/163 F 468,750.00 ZZ
360 468,451.09 1
7 STAR OF THE SEA DRIVE 8.250 3,521.57 75
8.000 3,521.57 625,000.00
SOUTH DARTMOUTH MA 02748 1 12/14/99 00
1000139074 05 02/01/00 0
1000139074 O 01/01/30
0
3132083 163/163 F 408,000.00 ZZ
360 407,759.12 1
1536 ROBERTA DRIVE 8.625 3,173.38 80
8.375 3,173.38 510,000.00
SAN MATEO CA 94403 2 12/10/99 00
0217214893 05 02/01/00 0
0217214893 O 01/01/30
0
3132131 163/163 F 350,000.00 ZZ
360 349,746.68 1
1
137 GROVE STREET 7.625 2,477.28 50
7.375 2,477.28 700,000.00
WELLESLEY MA 02482 1 12/06/99 00
770557 05 02/01/00 0
770557 O 01/01/30
0
3132289 163/163 F 438,000.00 ZZ
360 437,467.44 1
5 HOWARD ROAD 8.500 3,367.84 73
8.250 3,367.84 604,000.00
GLOUCESTER MA 01930 5 11/08/99 00
217175979 05 01/01/00 0
217175979 O 12/01/29
0
3132300 163/163 F 540,000.00 ZZ
360 539,681.19 1
1298 SETTLE AVENUE 8.625 4,200.06 80
8.375 4,200.06 675,000.00
SAN JOSE CA 95125 2 12/10/99 00
717221922 05 02/01/00 0
717221922 O 01/01/30
0
3132381 K15/G01 F 277,600.00 ZZ
360 277,436.11 1
6305 COTTLE ROAD 8.625 2,159.14 80
8.375 2,159.14 347,000.00
SAN JOSE CA 95123 1 12/08/99 00
0431764323 05 02/01/00 0
3005600 O 01/01/30
0
3132479 K15/G01 F 342,400.00 ZZ
360 342,192.57 1
30871 CANTERBURY WAY 8.500 2,632.76 80
8.250 2,632.76 428,000.00
UNION CITY CA 94587 1 12/16/99 00
0431764760 05 02/01/00 0
3006919 O 01/01/30
0
3132492 K15/G01 F 329,600.00 ZZ
360 329,378.84 1
973 BREMEN WAY 8.000 2,418.49 80
7.750 2,418.49 412,000.00
ALPINE CA 91901 1 12/15/99 00
0431764620 05 02/01/00 0
1
3004884 O 01/01/30
0
3132527 K15/G01 F 288,000.00 ZZ
360 287,811.61 1
31 CAMINO DE AVILA 8.125 2,138.39 90
7.875 2,138.39 320,000.00
TIJERAS NM 87059 2 12/02/99 01
0431764737 05 02/01/00 30
3003546 O 01/01/30
0
3132660 K15/G01 F 311,900.00 ZZ
360 311,706.13 1
4436 VEGA LOOP 8.375 2,370.67 80
8.125 2,370.67 390,000.00
SHINGLE SPRINGS CA 95682 2 12/21/99 00
0431764703 03 02/01/00 0
3007185 O 01/01/30
0
3132719 K15/G01 F 278,950.00 ZZ
360 278,619.44 1
615 COYOTE ROAD 8.625 2,169.64 90
8.375 2,169.64 310,000.00
SAN JOSE CA 95111 1 11/11/99 01
0431781210 05 01/01/00 25
3003625 O 12/01/29
0
3133326 K08/G01 F 108,000.00 ZZ
360 108,000.00 1
10920 D CROWN COLONY DRIV 8.000 792.47 69
7.750 792.47 158,000.00
AUSTIN TX 78747 1 01/07/00 00
0411725435 01 03/01/00 0
0411725435 O 02/01/30
0
3133333 K08/G01 F 56,500.00 ZZ
360 56,500.00 1
4103 GRAND BAY COURT 8.625 439.45 66
UNIT #18 8.375 439.45 86,500.00
CHINCOTEAGUE VA 23336 1 01/07/00 00
0411755705 09 03/01/00 0
0411755705 O 02/01/30
0
1
3133335 K08/G01 F 88,000.00 ZZ
360 88,000.00 1
647 NORTH 690 WEST 8.625 684.45 41
8.375 684.45 215,000.00
AMERICAN FORK UT 84002 2 12/31/99 00
0411761927 03 03/01/00 0
0411761927 O 02/01/30
0
3133489 K15/G01 F 336,000.00 ZZ
360 335,553.69 1
1055 MILLER DRIVE 8.125 2,494.79 80
7.875 2,494.79 420,000.00
LAFAYETTE CA 94549 1 11/17/99 00
0431764281 05 01/01/00 0
3004012 O 12/01/29
0
3133533 K15/G01 F 339,900.00 ZZ
360 339,101.44 1
1470 SEVILLE DRIVE 8.125 2,523.75 65
7.875 2,523.75 529,900.00
MORGAN HILL CA 95037 1 11/15/99 00
0431789049 05 01/01/00 0
3003835 O 12/01/29
0
3133578 K15/G01 F 343,200.00 ZZ
360 342,992.09 1
4279 EAST RANCH GATE ROAD 8.500 2,638.91 80
8.250 2,638.91 429,000.00
ANAHEIM CA 92807 1 12/23/99 00
0431764125 03 02/01/00 0
3007343 O 01/01/30
0
3133940 K15/G01 F 320,000.00 ZZ
360 319,806.15 1
265 TUOLOMNE DRIVE 8.500 2,460.52 80
8.250 2,460.52 400,000.00
FREMONT CA 94539 1 12/15/99 00
0431764133 05 02/01/00 0
3005475 O 01/01/30
0
3134045 M32/M32 F 389,500.00 ZZ
360 389,210.93 1
210 LISBON 7.500 2,723.45 100
7.250 2,723.45 389,500.00
1
SAN FRANCISCO CA 94112 1 12/22/99 00
500924709 05 02/01/00 0
500924709 O 01/01/30
0
3134102 M32/M32 F 275,000.00 ZZ
360 274,815.47 1
13807 COURT OF LORDS 8.000 2,017.86 100
7.750 2,017.86 275,000.00
HOUSTON TX 77069 1 12/29/99 00
127183200 05 02/01/00 0
127183200 O 01/01/30
0
3135034 K15/G01 F 396,000.00 ZZ
360 395,506.00 1
2494 MC GARVEY AVENUE 8.375 3,009.89 90
8.125 3,009.89 440,000.00
REDWOOD CITY CA 94061 1 11/17/99 01
0431773159 05 01/01/00 25
3004057 O 12/01/29
0
3135065 K15/G01 F 310,000.00 ZZ
360 309,792.00 1
4729 SUNFIELD AVENUE 8.000 2,274.67 80
7.750 2,274.67 387,500.00
LONG BEACH CA 90808 1 12/23/99 00
0431765023 05 02/01/00 0
3007497 O 01/01/30
0
3135128 526/526 F 50,000.00 ZZ
360 49,966.44 1
5635 E LINCOLN DR #43 8.000 366.89 17
7.750 366.89 300,000.00
PARADISE VA AZ 85253 2 12/10/99 00
388989 03 02/01/00 0
388989 O 01/01/30
0
3135131 526/526 F 282,000.00 ZZ
360 281,837.75 1
3536 E BURNSIDE ST 8.750 2,218.50 74
8.500 2,218.50 382,000.00
PORTLAND OR 97214 1 12/29/99 00
390953 05 02/01/00 0
390953 O 01/01/30
0
1
3135132 526/526 F 122,000.00 ZZ
360 121,847.81 1
13378 WEST MISSISSIPPI CT 8.375 927.29 64
8.125 927.29 191,000.00
LAKEWOOD CO 80228 2 11/05/99 00
385596 05 01/01/00 0
385596 O 12/01/29
0
3135133 526/526 F 59,600.00 ZZ
360 59,525.64 1
9440 N 110TH AVE 8.375 453.01 80
8.125 453.01 74,500.00
SUN CITY AZ 85351 1 11/29/99 00
389370 01 01/01/00 0
389370 O 12/01/29
0
3135134 526/526 F 35,000.00 ZZ
240 34,674.80 1
43 SOUTH WYNNOAK CIRCLE 8.000 292.75 27
7.750 292.75 132,640.00
WOODLANDS TX 77382 1 11/30/99 00
385775 03 01/01/00 0
385775 O 12/01/19
0
3135135 526/526 F 174,400.00 ZZ
360 174,282.98 1
14125 SW DEER LN 8.000 1,279.69 80
7.750 1,279.69 218,000.00
BEAVERTON OR 97008 1 12/07/99 00
388545 05 02/01/00 0
388545 O 01/01/30
0
3135136 526/526 F 225,600.00 ZZ
360 225,311.29 1
2948 NW FAIRWAY HEIGHTS 8.250 1,694.86 80
8.000 1,694.86 282,000.00
BEND OR 97701 1 11/10/99 00
387799 03 01/01/00 0
387799 O 12/01/29
0
3135137 526/526 F 185,000.00 ZZ
360 184,875.86 1
1
10810 N ROSEMONT CT 8.000 1,357.47 65
7.750 1,357.47 285,626.00
SCOTTSDALE AZ 85268 1 12/09/99 00
380027 03 02/01/00 0
380027 O 01/01/30
0
3135138 526/526 F 291,000.00 ZZ
360 290,809.64 1
2305 DEL NORTE ST 8.125 2,160.67 80
7.875 2,160.67 363,750.00
LOS OSOS CA 93402 1 12/02/99 00
380596 03 02/01/00 0
380596 O 01/01/30
0
3135139 526/526 F 400,800.00 T
360 400,246.53 1
13926 LONGWOOD DRIVE 7.875 2,906.08 80
7.625 2,906.08 501,000.00
WILLIS TX 77378 1 11/11/99 00
387866 03 01/01/00 0
387866 O 12/01/29
0
3135140 526/526 F 500,000.00 ZZ
360 499,647.11 1
4912 WILLOW ST 7.750 3,582.06 70
7.500 3,582.06 718,639.00
BELLAIRE TX 77401 2 12/29/99 00
388551 05 02/01/00 0
388551 O 01/01/30
0
3135141 526/526 F 400,000.00 ZZ
360 399,731.61 1
2626 WESTGATE ST 8.000 2,935.06 80
7.750 2,935.06 500,000.00
HOUSTON TX 77098 2 12/14/99 00
386647 05 02/01/00 0
386647 O 01/01/30
0
3135142 526/526 F 86,000.00 T
360 85,947.90 1
7398 FRISCO PEAKS 8.500 661.27 68
8.250 661.27 127,000.00
PRESCOTT VALLEY AZ 86314 1 12/01/99 00
386230 05 02/01/00 0
1
386230 O 01/01/30
0
3135143 526/526 F 300,000.00 ZZ
360 299,606.19 1
845 FOUNDERS LANE 8.125 2,227.49 70
7.875 2,227.49 430,050.00
MILPITAS CA 95035 1 11/18/99 00
387200 05 01/01/00 0
387200 O 12/01/29
0
3135144 526/526 F 383,200.00 ZZ
360 382,936.28 1
844 JAQUERT DRIVE 7.875 2,778.47 72
7.625 2,778.47 536,000.00
BELLAIRE TX 77401 2 12/16/99 00
387762 05 02/01/00 0
387762 O 01/01/30
0
3135146 526/526 F 309,250.00 ZZ
360 309,047.71 1
12802 SECRET FOREST CRT 8.125 2,296.17 95
7.875 2,296.17 325,550.00
CYPRESS TX 77429 1 12/15/99 12
389572 03 02/01/00 30
389572 O 01/01/30
0
3135147 526/526 F 440,700.00 ZZ
360 440,404.30 1
2804 EDGEWOOD LANE 8.000 3,233.70 79
7.750 3,233.70 560,000.00
COLLEYVILLE TX 76034 2 12/17/99 00
389756 03 02/01/00 0
389756 O 01/01/30
0
3135149 526/526 F 370,500.00 ZZ
360 370,013.64 1
306 ALAMOSA DRIVE 8.125 2,750.95 75
7.875 2,750.95 495,000.00
CLAREMONT CA 91711 5 11/22/99 00
387319 05 01/01/00 0
387319 O 12/01/29
0
1
3135150 526/526 F 300,000.00 T
360 299,803.75 1
7298 WELD COUNTY ROAD 5 8.125 2,227.50 65
7.875 2,227.50 465,000.00
ERIE CO 80516 1 12/21/99 00
387354 05 02/01/00 0
387354 O 01/01/30
0
3135152 526/526 F 491,000.00 ZZ
360 490,662.09 1
5812 NE LIVINGSTON RD 7.875 3,560.10 69
7.625 3,560.10 720,000.00
CAMAS WA 98607 5 12/08/99 00
388745 05 02/01/00 0
388745 O 01/01/30
0
3135154 526/526 F 733,400.00 ZZ
360 732,361.40 1
818 MARYWOOD CHASE 7.750 5,254.17 64
7.500 5,254.17 1,150,000.00
HOUSTON TX 77079 2 11/18/99 00
387771 05 01/01/00 0
387771 O 12/01/29
0
3135155 526/526 F 324,300.00 ZZ
360 324,071.12 1
5337 LAMPASSAS 7.750 2,323.32 80
7.500 2,323.32 408,004.00
HOUSTON TX 77056 1 12/16/99 00
385186 03 02/01/00 0
385186 O 01/01/30
0
3135156 526/526 F 271,900.00 ZZ
360 271,708.10 1
2523 DRYDEN RD 7.750 1,947.92 80
7.500 1,947.92 339,900.00
HOUSTON TX 77030 1 12/10/99 00
387296 05 02/01/00 0
387296 O 01/01/30
0
3135157 526/526 F 200,000.00 ZZ
360 199,744.04 1
2445 W FLINT ST 8.250 1,502.54 80
8.000 1,502.54 250,000.00
1
CHANDLER AZ 85224 1 11/23/99 00
388365 03 01/01/00 0
388365 O 12/01/29
0
3135159 526/526 F 724,000.00 ZZ
360 723,025.18 1
5380 WENONAH DRIVE 8.000 5,312.46 75
7.750 5,312.46 975,000.00
DALLAS TX 75209 2 11/30/99 00
388689 03 01/01/00 0
388689 O 12/01/29
0
3135160 526/526 F 70,000.00 ZZ
360 69,851.59 1
216 CHARLES ST 7.875 507.55 31
7.625 507.55 230,000.00
WESTFIELD NJ 07090 5 11/01/99 00
383673 05 12/01/99 0
383673 O 11/01/29
0
3135161 526/526 F 337,500.00 ZZ
360 337,033.94 1
4301 ONYX COURT 7.875 2,447.11 75
7.625 2,447.11 450,000.00
BAKERSFIELD CA 93308 1 12/01/99 00
361375 05 01/01/00 0
361375 O 12/01/29
0
3135162 526/526 F 340,000.00 T
360 333,408.55 1
141 E MEADOW DR #4 7.125 2,290.64 80
6.875 2,290.64 425,000.00
VAIL CO 81657 1 06/24/98 00
327381 01 08/01/98 0
327381 O 07/01/28
0
3135164 526/526 F 525,000.00 ZZ
360 524,656.57 1
61 THE NORTH ROAD 8.125 3,898.12 73
7.875 3,898.12 719,900.00
BRECKENRIDGE CO 80424 1 12/08/99 00
384384 03 02/01/00 0
384384 O 01/01/30
0
1
3135165 526/526 F 23,200.00 ZZ
360 23,170.30 1
9750 SUNRISE LAKES BLVD #304 8.250 174.30 80
8.000 174.30 29,000.00
SUNRISE FL 33322 1 11/24/99 00
388081 01 01/01/00 0
388081 O 12/01/29
0
3135167 526/526 F 300,000.00 T
360 299,616.89 1
17909 RED CEDAR LN 8.250 2,253.80 76
8.000 2,253.80 399,000.00
SUNRIVER OR 97707 1 11/01/99 00
385770 03 01/01/00 0
385770 O 12/01/29
0
3135168 526/526 F 528,000.00 ZZ
360 527,645.72 1
14703 FIRST ST 8.000 3,874.28 80
7.750 3,874.28 660,000.00
OCCIDENTAL CA 95465 1 12/15/99 00
389989 05 02/01/00 0
389989 O 01/01/30
0
3135170 526/526 F 250,000.00 ZZ
360 249,654.79 1
1307 BECKENHAM PARKWAY 7.875 1,812.67 80
7.625 1,812.67 312,525.00
BAKERSFIELD CA 93311 1 11/19/99 00
361586 05 01/01/00 0
361586 O 12/01/29
0
3135171 526/526 F 289,000.00 ZZ
360 288,600.90 1
1871 WICKS VALLY DR 7.875 2,095.46 85
7.625 2,095.46 340,000.00
MARIETTA GA 30062 1 11/19/99 12
387974 05 01/01/00 12
387974 O 12/01/29
0
3135172 526/526 F 364,500.00 ZZ
360 363,540.15 1
1
10205 EXSHAM DRIVE 7.625 2,579.91 90
7.375 2,579.91 405,000.00
BAKERSFIELD CA 93311 1 11/01/99 10
367465 05 12/01/99 25
367465 O 11/01/29
0
3135174 526/526 F 272,000.00 ZZ
360 271,660.68 1
3238 S CANAL ST 8.375 2,067.40 80
8.125 2,067.40 340,000.00
CHICAGO IL 60616 1 11/19/99 00
385837 05 01/01/00 0
385837 O 12/01/29
0
3135175 526/526 F 400,000.00 ZZ
360 399,461.43 1
4419 DIAMOND SPRINGS 8.000 2,935.06 56
7.750 2,935.06 725,000.00
MISSOURI CITY TX 77459 2 11/11/99 00
387769 05 01/01/00 0
387769 O 12/01/29
0
3135176 526/526 F 287,000.00 ZZ
360 286,797.44 1
1731 ASHBURY PARK DR 7.750 2,056.10 80
7.500 2,056.10 358,810.00
HOUSTON TX 77077 1 12/10/99 00
389681 03 02/01/00 0
389681 O 01/01/30
0
3135177 526/526 F 1,481,000.00 ZZ
360 1,467,840.61 1
401 25TH STREET 7.625 10,482.43 62
7.375 10,482.43 2,400,000.00
SANTA MONICA CA 90402 2 07/22/99 00
377104 05 09/01/99 0
377104 O 08/01/29
0
3135178 526/526 F 485,000.00 ZZ
360 484,346.97 1
2807 HALLMARK DR 8.000 3,558.76 70
7.750 3,558.76 695,000.00
BELMONT CA 94002 5 11/19/99 00
387213 05 01/01/00 0
1
387213 O 12/01/29
0
3135179 526/526 F 200,000.00 ZZ
360 199,881.92 1
22561 AMETHYST RD 8.625 1,555.58 80
8.375 1,555.58 250,000.00
DEER TRAIL CO 80105 2 12/28/99 00
390157 05 02/01/00 0
390157 O 01/01/30
0
3135182 526/526 F 495,000.00 ZZ
360 493,971.32 1
9006 LARAMIE AVENUE 7.875 3,589.09 78
7.625 3,589.09 642,500.00
BAKERSFIELD CA 93312 1 11/01/99 00
339197 05 12/01/99 0
339197 O 11/01/29
0
3135183 526/526 F 300,000.00 ZZ
360 299,553.31 1
165 TULLAMORE RD 7.500 2,097.65 56
7.250 2,097.65 540,000.00
GARDEN CITY NY 11530 1 11/29/99 00
384190 05 01/01/00 0
384190 O 12/01/29
0
3135184 526/526 F 250,000.00 ZZ
360 246,762.76 1
2643 BEARTRAP ROAD 7.125 1,684.30 53
6.875 1,684.30 475,000.00
AVON CO 81620 2 11/12/98 00
348608 05 01/01/99 0
348608 O 12/01/28
0
3135188 526/526 F 274,600.00 ZZ
360 274,220.80 1
7 CAMDEN 7.875 1,991.04 90
7.625 1,991.04 305,550.00
IRVINE CA 92620 1 11/16/99 10
387872 03 01/01/00 25
387872 O 12/01/29
0
1
3135190 526/526 F 170,400.00 ZZ
360 170,304.47 1
3550 LAKE SHORE DR #2715 8.875 1,355.78 80
8.625 1,355.78 213,000.00
CHICAGO IL 60657 1 12/30/99 00
390719 06 02/01/00 0
390719 O 01/01/30
0
3135191 526/526 F 140,400.00 ZZ
360 140,229.28 1
1808 BENT OAK CT 8.500 1,079.56 80
8.250 1,079.56 175,500.00
APOPKA FL 32712 1 11/30/99 00
388585 03 01/01/00 0
388585 O 12/01/29
0
3135193 526/526 F 85,500.00 ZZ
360 85,331.07 1
1837 EAST HOPI AVENUE 8.125 634.84 75
7.875 634.84 114,000.00
MESA AZ 85204 1 10/29/99 00
386901 05 12/01/99 0
386901 O 11/01/29
0
3135194 526/526 F 240,000.00 ZZ
360 239,854.60 1
9895NWNOTTAGE DR 8.500 1,845.40 77
8.250 1,845.40 313,000.00
PORTLAND OR 97229 1 12/13/99 00
385152 05 02/01/00 0
385152 O 01/01/30
0
3135197 526/526 F 751,500.00 ZZ
360 750,632.12 1
1554 NORTH BEVERLY D 8.750 5,912.05 75
8.500 5,912.05 1,002,000.00
BEVERLY HILLS CA 90210 1 11/16/99 00
386195 05 01/01/00 0
386195 O 12/01/29
0
3135198 526/526 F 190,000.00 ZZ
360 189,869.25 1
16 BORDER RD 7.875 1,377.63 80
7.625 1,377.63 240,000.00
1
NATICK MA 01760 1 12/17/99 00
388242 05 02/01/00 0
388242 O 01/01/30
0
3135199 526/526 F 305,000.00 ZZ
360 304,458.02 1
2785 HUNTSFORD CIRCLE 8.000 2,237.99 79
7.750 2,237.99 387,242.00
HIGHLANDS RANCH CO 80126 1 11/29/99 00
385597 03 01/01/00 0
385597 O 12/01/29
0
3135200 526/526 F 649,950.00 ZZ
360 649,074.89 1
8615 PASTURE VIEW LA 8.000 4,769.10 75
7.750 4,769.10 875,000.00
HOUSTON TX 77024 1 11/19/99 00
387810 03 01/01/00 0
387810 O 12/01/29
0
3135201 526/526 F 316,000.00 ZZ
360 315,585.18 1
1160 NADINE DR 8.125 2,346.29 80
7.875 2,346.29 395,000.00
CAMPBELL CA 95008 1 11/22/99 00
387987 05 01/01/00 0
387987 O 12/01/29
0
3135202 526/526 F 300,000.00 ZZ
360 299,606.19 1
131 VALLEYVIEW WAY 8.125 2,227.49 70
7.875 2,227.49 430,000.00
SOUTH SAN FRANC CA 94080 2 11/16/99 00
387614 05 01/01/00 0
387614 O 12/01/29
0
3135203 526/526 F 650,000.00 ZZ
360 639,614.70 1
1575 EDGEWOOD DRIVE 7.375 4,489.39 55
7.125 4,489.39 1,200,000.00
PALO ALTO CA 94301 5 08/03/98 00
332717 05 10/01/98 0
332717 O 09/01/28
0
1
3135204 526/526 F 291,000.00 ZZ
360 290,439.47 1
36 MILLSTONE TERRACE 8.250 2,186.19 60
8.000 2,186.19 485,000.00
SAN RAFAEL CA 94903 5 10/27/99 00
384406 05 12/01/99 0
384406 O 11/01/29
0
3135206 526/526 F 436,850.00 ZZ
360 436,261.81 1
77 PANORAMA DRIVE 8.000 3,205.45 70
7.750 3,205.45 624,118.00
MAMMOTH LAKES CA 93546 1 12/01/99 00
330129 05 01/01/00 0
330129 O 12/01/29
0
3135207 526/526 F 275,000.00 ZZ
360 274,470.32 1
16680 COLUMBIA DRIVE 8.250 2,065.98 65
8.000 2,065.98 425,000.00
CASTRO VALLEY CA 94552 1 10/27/99 00
381874 03 12/01/99 0
381874 O 11/01/29
0
3135209 526/526 F 320,000.00 ZZ
360 319,558.11 1
2557 9TH AVENUE WEST 7.875 2,320.22 64
7.625 2,320.22 500,000.00
SEATTLE WA 98119 1 11/19/99 00
387320 05 01/01/00 0
387320 O 12/01/29
0
3135210 526/526 F 279,960.00 ZZ
360 279,573.41 1
1136 SOUTH MAYFAIR AVE 7.875 2,029.90 80
7.625 2,029.90 349,950.00
DALY CITY CA 94015 1 11/26/99 00
388162 05 01/01/00 0
388162 O 12/01/29
0
3135211 526/526 F 820,000.00 ZZ
360 818,923.57 2
1
712 714 CHURCH ST 8.125 6,088.48 62
7.875 6,088.48 1,333,500.00
SAN FRANCIS CA 94114 5 11/24/99 00
384258 05 01/01/00 0
384258 O 12/01/29
0
3135213 526/526 F 310,800.00 ZZ
360 310,170.17 1
561 GLEN EAGLE CT 8.000 2,280.55 80
7.750 2,280.55 388,500.00
INVERNESS IL 60067 1 11/01/99 00
384346 05 12/01/99 0
384346 O 11/01/29
0
3135214 526/526 F 233,600.00 ZZ
360 233,443.26 1
1300 HENRY ST #1 8.000 1,714.07 80
7.750 1,714.07 292,000.00
BERKELEY CA 94709 1 12/13/99 00
389281 01 02/01/00 0
389281 O 01/01/30
0
3135215 526/526 F 277,500.00 ZZ
360 277,107.03 1
8085 GOLDEN STAR AVE 7.750 1,988.04 85
7.500 1,988.04 326,470.00
RIVERSIDE CA 92506 1 12/01/99 21
356313 05 01/01/00 12
356313 O 12/01/29
0
3135216 526/526 F 387,850.00 ZZ
360 387,353.66 1
2520 TOLTEC CIR 8.250 2,913.79 90
8.000 2,913.79 431,000.00
SAN RAMON CA 94583 1 11/22/99 12
387663 03 01/01/00 25
387663 O 12/01/29
0
3135217 526/526 F 300,000.00 ZZ
360 299,433.10 1
8 LAKE VISTA AVE 7.625 2,123.38 70
7.375 2,123.38 430,000.00
DALY CITY CA 94015 2 11/23/99 00
387526 05 01/01/00 0
1
387526 O 12/01/29
0
3135220 526/526 F 203,200.00 ZZ
360 202,176.42 1
1450 WYNKOOP ST 2-I 7.750 1,455.75 80
7.500 1,455.75 254,000.00
DENVER CO 80202 1 06/01/99 00
371964 08 08/01/99 0
371964 O 07/01/29
0
3135222 526/526 F 464,000.00 ZZ
360 463,302.22 1
8601 S DORSEY LN 8.375 3,526.74 79
8.125 3,526.74 589,000.00
TEMPE AZ 85284 1 11/24/99 00
384565 05 01/01/00 0
384565 O 12/01/29
0
3135223 526/526 F 160,000.00 ZZ
360 159,897.97 1
941 E MESQUITE ST 8.250 1,202.03 80
8.000 1,202.03 200,000.00
GILBERT AZ 85296 1 12/02/99 00
385411 05 02/01/00 0
385411 O 01/01/30
0
3135224 526/526 F 274,000.00 ZZ
360 273,218.92 1
171 TRADE WINDS DRIVE 7.750 1,962.97 62
7.500 1,962.97 449,000.00
BOULDER CREEK CA 95006 1 09/23/99 00
381679 05 11/01/99 0
381679 O 10/01/29
0
3135226 526/526 F 356,000.00 ZZ
360 355,772.99 1
11601 NORTH 65TH ST 8.250 2,674.51 80
8.000 2,674.51 445,000.00
SCOTTSDALE AZ 85254 5 12/22/99 00
390467 05 02/01/00 0
390467 O 01/01/30
0
1
3135227 526/526 F 284,000.00 ZZ
360 283,799.56 1
24686 DANA POINT DR 7.750 2,034.61 80
7.500 2,034.61 355,000.00
DANA POINT CA 92629 1 12/14/99 00
388692 01 02/01/00 0
388692 O 01/01/30
0
3135228 526/526 F 150,000.00 ZZ
360 149,463.78 1
83 BRIAR LN 7.750 1,074.62 40
7.500 1,074.62 378,990.00
IRVINE CA 92002 1 08/03/99 00
378357 03 10/01/99 0
378357 O 09/01/29
0
3135229 526/526 F 244,000.00 ZZ
360 243,671.47 1
5839 FLINT RIDGE CT 8.000 1,790.39 74
7.750 1,790.39 330,000.00
RANCHO CUCAMONG CA 91737 1 11/23/99 00
388331 05 01/01/00 0
388331 O 12/01/29
0
3135230 526/526 F 525,600.00 ZZ
360 523,721.08 1
224 IVALDI CT 7.750 3,765.46 70
7.500 3,765.46 750,950.00
FREMONT CA 94539 1 08/05/99 00
378433 03 10/01/99 0
378433 O 09/01/29
0
3135232 526/526 F 88,500.00 ZZ
360 88,380.82 1
2203 W ARDEN 8.000 649.39 64
7.750 649.39 140,000.00
JOLIET IL 60435 2 11/24/99 00
387945 05 01/01/00 0
387945 O 12/01/29
0
3135233 526/526 F 304,400.00 ZZ
360 304,205.89 1
21020 GRANITE WELLS RD 8.250 2,286.86 80
8.000 2,286.86 380,500.00
1
WALNUT CA 91789 1 12/07/99 00
389414 05 02/01/00 0
389414 O 01/01/30
0
3135235 526/526 F 950,000.00 ZZ
360 945,332.42 1
1060 OXFORD ROAD 7.875 6,888.16 64
7.625 6,888.16 1,500,000.00
SAN MARINO CA 91108 1 06/22/99 00
374895 05 08/01/99 0
374895 O 07/01/29
0
3136476 K08/G01 F 231,110.00 ZZ
360 231,110.00 1
640 FOREST LAKE DRIVE 8.625 1,797.55 80
8.375 1,797.55 288,888.00
PACIFICA CA 94044 1 01/04/00 00
0411762941 05 03/01/00 0
0411762941 O 02/01/30
0
3139546 K08/G01 F 230,000.00 ZZ
360 230,000.00 1
243 LAKE DRIVE 8.000 1,687.66 51
7.750 1,687.66 451,000.00
KENSINGTON CA 94708 5 01/05/00 00
0411750755 05 03/01/00 0
0411750755 O 02/01/30
0
3139547 K08/G01 F 424,000.00 ZZ
360 424,000.00 1
1937 RIMCREST DRIVE 8.125 3,148.19 80
7.875 3,148.19 530,000.00
GLENDALE CA 91207 1 01/05/00 00
0411752025 05 03/01/00 0
0411752025 O 02/01/30
0
3141011 163/163 F 330,000.00 ZZ
360 329,800.09 1
14043 MIRA MONTANA 8.500 2,537.41 77
8.250 2,537.41 430,000.00
SAN DIEGO CA 92014 1 12/22/99 00
1417235617 05 02/01/00 0
1417235617 O 01/01/30
0
1
3141591 765/G01 F 293,000.00 ZZ
360 292,793.20 1
2614 CAPELLA WAY #166 7.750 2,099.09 73
7.500 2,099.09 405,000.00
THOUSAND OAKS CA 91362 5 12/23/99 00
0431772631 03 02/01/00 0
350309 O 01/01/30
0
3141611 163/G01 F 400,000.00 ZZ
360 399,404.42 1
2995 CALLE GAUCHO 7.500 2,796.86 75
7.250 2,796.86 540,000.00
SAN CLEMENTE CA 92673 5 11/24/99 00
0431788785 03 01/01/00 0
373341834 O 12/01/29
0
3141619 144/144 F 995,000.00 ZZ
360 994,381.55 1
CREAMER HILL ROAD 8.375 7,562.72 42
8.125 7,562.72 2,425,000.00
NORTH CASTLE NY 10504 5 12/23/99 00
160633958 05 02/01/00 0
160633958 O 01/01/30
0
3142205 253/253 F 254,500.00 ZZ
360 254,139.60 1
100 DANIELLE DR 7.750 1,823.27 78
7.500 1,823.27 329,000.00
WEATHERFORD TX 76087 1 11/23/99 00
9472752 03 01/01/00 0
9472752 O 12/01/29
0
3142340 601/G01 F 328,350.00 ZZ
360 328,129.68 1
8363 SW 16TH AVENUE 8.000 2,409.32 78
7.750 2,409.32 425,000.00
OCALA FL 34480 2 12/30/99 00
0431772011 05 02/01/00 0
98080160 O 01/01/30
0
3142445 168/168 F 350,000.00 ZZ
360 350,000.00 1
1
21 RED FOX LANE 8.000 2,568.18 90
7.750 2,568.18 389,000.00
WAINSCOTT NY 11975 1 01/05/00 14
0249506173 05 03/01/00 25
0249506173 O 02/01/30
0
3142710 168/168 F 258,000.00 ZZ
360 258,000.00 1
46 FAIR LANE 8.000 1,893.11 74
7.750 1,893.11 350,000.00
JERICHO NY 11753 2 12/28/99 00
2242496 05 03/01/00 0
2242496 O 02/01/30
0
3144230 623/G01 F 280,000.00 ZZ
360 279,118.36 1
7 SQUIRE DRIVE 7.250 1,910.09 58
7.000 1,910.09 487,000.00
NORTH HAMPTON NH 03862 1 09/07/99 00
0431790476 05 11/01/99 0
1209276 O 10/01/29
0
3144231 623/G01 F 335,450.00 ZZ
360 335,224.92 1
10638 PATRINGTON COURT 8.000 2,461.41 80
7.750 2,461.41 419,356.00
LAS VEGAS NV 89123 1 12/09/99 00
0431783695 03 02/01/00 0
1321611 O 01/01/30
0
3144232 623/G01 F 400,000.00 ZZ
360 399,731.61 1
2021 RIVER OAKS POINT 8.000 2,935.06 80
7.750 2,935.06 500,000.00
CROPWELL AL 35054 4 12/27/99 00
0431780899 05 02/01/00 0
1346546 O 01/01/30
0
3144233 623/G01 F 316,000.00 ZZ
360 315,164.73 1
208 GAUTIER MEMORIAL LANE 8.125 2,346.29 80
7.875 2,346.29 395,000.00
PORT ST JOE FL 32456 1 10/01/99 00
0431786037 03 11/01/99 0
1
1383893 O 10/01/29
0
3144234 623/G01 F 650,000.00 ZZ
360 649,146.74 1
20 BELLE MEADE 8.125 4,826.23 65
7.875 4,826.23 1,000,000.00
GROSSE POINTE S MI 48236 1 11/30/99 00
0431786102 05 01/01/00 0
1388857 O 12/01/29
0
3144235 623/G01 F 312,000.00 ZZ
360 311,535.45 1
410 NORTH WEST STREET 7.500 2,181.55 73
7.250 2,181.55 428,300.00
FALLS CHURCH VA 22046 1 12/03/99 00
0431790393 05 01/01/00 0
1390867 O 12/01/29
0
3144236 623/G01 F 293,000.00 ZZ
360 292,798.36 1
8527 N KARLOV 7.875 2,124.45 76
7.625 2,124.45 386,000.00
SKOKIE IL 60076 2 12/21/99 00
0431786466 05 02/01/00 0
1417977 O 01/01/30
0
3144237 623/G01 F 265,500.00 ZZ
360 265,312.62 1
904 BALBOA DRIVE 7.750 1,902.07 90
7.500 1,902.07 295,000.00
SILVER SPRING MD 20905 1 12/16/99 10
0431786003 05 02/01/00 25
1426218 O 01/01/30
0
3144238 623/G01 F 305,600.00 ZZ
360 305,400.10 1
180 ASBURY STREET 8.125 2,269.07 77
7.875 2,269.07 400,000.00
HAMILTON MA 01982 1 12/17/99 00
0431780295 05 02/01/00 0
1427940 O 01/01/30
0
1
3144239 623/G01 F 271,850.00 ZZ
360 271,681.03 1
6025 DEVINNEY COURT 8.375 2,066.26 90
8.125 2,066.26 302,083.00
ARVADA CO 80004 1 12/14/99 11
0431785963 03 02/01/00 25
1514943 O 01/01/30
0
3144240 623/G01 F 281,350.00 ZZ
360 281,161.22 1
329 BLUE RIBBON ROAD 8.000 2,064.45 80
7.750 2,064.45 351,700.00
WAXAHACHIE TX 75165 2 12/14/99 00
0431786060 05 02/01/00 0
5222319 O 01/01/30
0
3144241 623/G01 F 420,000.00 ZZ
360 419,738.95 1
4914 SENTINEL POST ROAD 8.375 3,192.30 80
8.125 3,192.30 525,000.00
CHARLOTTE NC 28226 1 12/28/99 00
0431786763 03 02/01/00 0
5223668 O 01/01/30
0
3144242 623/G01 F 386,850.00 ZZ
360 386,590.43 1
8 PLUM HOLLOW DRIVE 8.000 2,838.57 85
7.750 2,838.57 455,171.00
HENDERSON NV 89052 1 12/15/99 10
0431780444 03 02/01/00 12
5226976 O 01/01/30
0
3144243 623/G01 F 328,500.00 ZZ
360 328,295.82 1
1946 N SEMINARY 8.375 2,496.84 90
#1 8.125 2,496.84 365,000.00
CHICAGO IL 60614 1 12/15/99 10
0431791144 01 02/01/00 25
5227650 O 01/01/30
0
3144244 623/G01 F 300,000.00 ZZ
360 299,831.81 1
1572 DARLENE AVENUE 8.875 2,386.94 64
8.625 2,386.94 475,000.00
1
SAN JOSE CA 95125 5 12/13/99 00
0431788363 05 02/01/00 0
5228226 O 01/01/30
0
3144245 623/G01 F 267,000.00 ZZ
360 266,834.05 1
204 APTOS BEACH DRIVE 8.375 2,029.39 80
8.125 2,029.39 333,750.00
APTOS CA 95003 1 12/15/99 00
0431790286 05 02/01/00 0
5228996 O 01/01/30
0
3144246 623/G01 F 308,000.00 ZZ
360 307,813.42 1
11 CHAMISA ROAD 8.500 2,368.25 80
8.250 2,368.25 385,000.00
PLACITAS NM 87043 2 12/16/99 00
0431785864 05 02/01/00 0
5229142 O 01/01/30
0
3144247 623/G01 F 281,000.00 ZZ
360 280,829.77 1
3356 LAKESIDE DRIVE 8.500 2,160.65 67
8.250 2,160.65 420,000.00
EUGENE OR 97401 1 12/17/99 00
0431785211 05 02/01/00 0
5229860 O 01/01/30
0
3144248 623/G01 F 325,600.00 ZZ
360 325,387.01 1
980 FESTA AGLIO COURT 8.125 2,417.57 80
7.875 2,417.57 407,034.00
GILROY CA 95020 1 12/10/99 00
0431786615 05 02/01/00 0
6219232 O 01/01/30
0
3144249 623/G01 F 487,900.00 ZZ
360 487,588.88 1
160 CLUB ROAD 8.250 3,665.43 80
8.000 3,665.43 610,000.00
PASADENA CA 91105 1 12/03/99 00
0431785690 05 02/01/00 0
6227311 O 01/01/30
0
1
3144250 623/G01 F 560,000.00 ZZ
360 559,694.11 1
1830 IRVINE AVENUE 9.000 4,505.89 80
8.750 4,505.89 700,000.00
NEWPORT BEACH CA 92660 1 12/01/99 00
0431781137 05 02/01/00 0
6321285 O 01/01/30
0
3145135 A50/A50 F 304,000.00 ZZ
360 303,785.44 1
1885 WINDSTONE DR 7.750 2,177.89 80
7.500 2,177.89 380,000.00
RINGGOLD GA 30736 2 12/20/99 00
127489 03 02/01/00 0
127489 O 01/01/30
0
3146670 168/168 F 280,000.00 ZZ
360 280,000.00 1
5 MEADOWSWEET ROAD 7.500 1,957.80 75
7.250 1,957.80 374,900.00
CORTLANDT MANOR NY 10566 1 01/10/00 00
0249488337 05 03/01/00 0
0249488337 O 02/01/30
0
3146879 F27/F27 F 422,300.00 ZZ
360 421,986.59 1
15706 THISTLEBRIDGE DRIVE 7.500 2,952.79 80
7.250 2,952.79 527,915.00
ROCKVILLE MD 20853 1 12/30/99 00
6060092492 03 02/01/00 0
6060092492 O 01/01/30
0
3146963 F27/F27 F 330,700.00 ZZ
360 330,472.41 1
10613 OUTPOST DRIVE 7.875 2,397.81 80
7.625 2,397.81 413,430.00
NORTH POTOMAC MD 20878 1 12/22/99 00
6060101629 03 02/01/00 0
6060101629 O 01/01/30
0
3147029 F27/F27 F 540,170.00 ZZ
360 539,788.75 1
1
9396 FARMINGDALE COURT 7.750 3,869.85 80
7.500 3,869.85 675,214.00
GREAT FALLS VA 22066 1 12/27/99 00
6060107678 05 02/01/00 0
6060107678 O 01/01/30
0
3147221 F27/F27 F 421,200.00 ZZ
360 420,924.47 1
10 DARK STAR COURT 8.125 3,127.40 80
7.875 3,127.40 526,537.00
EDGEWATER MD 21037 1 12/22/99 00
6060089262 03 02/01/00 0
6060089262 O 01/01/30
0
3147341 822/G01 F 351,200.00 ZZ
360 351,200.00 1
32 GREENHILL LANE 8.000 2,576.99 80
7.750 2,576.99 439,000.00
WYNNEWOOD PA 19096 1 01/07/00 00
0431799212 05 03/01/00 0
3646011157 O 02/01/30
0
3147652 698/G01 F 76,890.00 ZZ
360 76,843.42 1
7891 GARNER STREET 8.500 591.22 21
8.250 591.22 378,000.00
LONG BEACH CA 90808 1 12/14/99 00
0431795376 05 02/01/00 0
0401778 O 01/01/30
0
3147732 E60/G01 F 599,900.00 ZZ
360 599,900.00 1
543 FRONTIER WAY 8.250 4,506.85 80
8.000 4,506.85 749,900.00
TEMPLETON CA 93465 1 01/04/00 00
0431802743 05 03/01/00 0
512192 O 02/01/30
0
3147833 420/G01 F 316,000.00 ZZ
360 316,000.00 1
4948 ROSELLE COMMON 8.375 2,401.83 80
8.125 2,401.83 395,000.00
FREMONT CA 94536 1 01/06/00 00
0431779883 03 03/01/00 0
1
0000439158 O 02/01/30
0
3148072 976/976 F 308,000.00 ZZ
360 307,793.33 1
262 SPINNAKER DR. 8.000 2,260.00 70
7.750 2,260.00 445,000.00
SLIDELL LA 70458 2 12/21/99 00
7562162 05 02/01/00 0
7562162 O 01/01/30
0
3148073 976/976 F 308,800.00 ZZ
360 308,144.69 1
31007 ROMERO CANYON ROAD 7.875 2,239.02 60
7.625 2,239.02 515,000.00
CASTAIC CA 91384 1 12/08/99 00
7561955 05 01/01/00 0
7561955 O 12/01/29
0
3148074 976/976 F 338,400.00 ZZ
360 338,194.99 1
948 COMMONS RD. 8.500 2,602.01 80
8.250 2,602.01 423,116.00
NAPERVILLE IL 60563 1 12/28/99 00
7561632 05 02/01/00 0
7561632 O 01/01/30
0
3148075 976/976 F 492,750.00 T
360 492,119.42 1
746 CAMINO MIRADA 8.250 3,701.87 75
8.000 3,701.87 657,000.00
SANTA FE NM 87501 1 11/30/99 00
7560893 01 01/01/00 0
7560893 O 12/01/29
0
3148076 976/976 F 360,000.00 ZZ
360 359,490.20 1
6970 DESCO DRIVE 7.750 2,579.08 80
7.500 2,579.08 450,000.00
DALLAS TX 75225 2 11/30/99 00
7560535 05 01/01/00 0
7560535 O 12/01/29
0
1
3148077 976/976 F 317,600.00 ZZ
360 316,888.44 1
2626 EAST HILLSIDE AVE. 7.500 2,220.71 80
7.250 2,220.71 397,500.00
ORANGE CA 92867 1 10/05/99 00
7560473 05 12/01/99 0
7560473 O 11/01/29
0
3148078 976/976 F 272,000.00 ZZ
360 271,624.39 1
11610 N. LOU-AL DRIVE 7.875 1,972.19 80
7.625 1,972.19 340,000.00
HOUSTON TX 77024 2 11/03/99 00
7559880 05 01/01/00 0
7559880 O 12/01/29
0
3148079 976/976 F 509,000.00 ZZ
360 508,348.62 1
860 SOUTH SIGNAL HILL 8.250 3,823.95 77
8.000 3,823.95 665,000.00
FRUIT HEIGHTS UT 84037 2 11/26/99 00
7559345 05 01/01/00 0
7559345 O 12/01/29
0
3148080 976/976 F 316,000.00 ZZ
360 315,198.82 1
2709 REAMS PLACE 7.250 2,155.68 80
7.000 2,155.68 395,000.00
FRANKLIN TN 37064 1 11/16/99 00
7559080 05 01/01/00 0
7559080 O 12/01/29
0
3148081 976/976 F 266,212.35 ZZ
360 265,853.92 1
840 COFFMAN DRIVE 8.000 1,953.37 93
7.750 1,953.37 289,000.00
MONTEBELLO CA 90640 1 11/09/99 14
7558747 05 01/01/00 25
7558747 O 12/01/29
0
3148082 976/976 F 277,870.00 ZZ
360 277,495.87 1
1814 WILLOW SPRINGS WAY 8.000 2,038.91 90
7.750 2,038.91 308,745.00
1
FORT COLLINS CO 80528 1 11/18/99 10
7557399 03 01/01/00 25
7557399 O 12/01/29
0
3148083 976/976 F 300,000.00 ZZ
360 299,585.73 1
1900 JEFFERSON AVENUE 7.875 2,175.21 80
7.625 2,175.21 375,000.00
NEW ORLEANS LA 70115 1 11/30/99 00
7557270 05 01/01/00 0
7557270 O 12/01/29
0
3148084 976/976 F 258,550.00 ZZ
360 257,900.36 1
831 HUNTERS GLEN 8.375 1,965.17 95
8.125 1,965.17 273,974.00
ROCKWALL TX 75087 1 09/30/99 11
7556715 05 11/01/99 30
7556715 O 10/01/29
0
3148085 976/976 F 292,500.00 ZZ
360 291,796.08 1
102 AUBURN AVENUE 7.875 2,120.83 90
7.625 2,120.83 325,000.00
MONROE LA 71201 2 11/09/99 04
7556582 05 01/01/00 25
7556582 O 12/01/29
0
3148087 976/976 F 295,000.00 ZZ
360 294,631.98 1
4921 FOUNTAIN ST. 8.375 2,242.22 73
8.125 2,242.22 407,515.00
BOULDER CO 80304 1 11/12/99 00
7555440 03 01/01/00 0
7555440 O 12/01/29
0
3148088 976/976 F 337,000.00 ZZ
360 336,568.74 1
1122 DEMOURELLE ROAD 8.250 2,531.77 90
8.000 2,531.77 375,000.00
PASS CHRISTIAN MS 39571 2 11/15/99 12
7554464 05 01/01/00 25
7554464 O 12/01/29
0
1
3148090 976/976 F 272,500.00 ZZ
360 271,815.36 1
99 PARK AVE 8.375 2,071.20 80
UNIT 3C 8.125 2,071.20 342,500.00
HOBOKEN NJ 07030 1 09/09/99 00
7552816 01 11/01/99 0
7552816 O 10/01/29
0
3148091 976/976 F 294,000.00 ZZ
360 293,341.33 1
69 BRIDGE ST. 7.500 2,055.69 78
7.250 2,055.69 380,000.00
MEDFIELD MA 02052 1 11/03/99 00
7552070 05 12/01/99 0
7552070 O 11/01/29
0
3148093 976/976 F 268,500.00 ZZ
360 267,400.86 1
8 SHORECREST COURT 8.000 1,970.16 88
7.750 1,970.16 308,500.00
SAVANNAH GA 31410 1 07/30/99 10
7547025 03 09/01/99 25
7547025 O 08/01/29
0
3148094 976/976 F 350,000.00 ZZ
360 349,528.74 1
212 CHAPEL HILLS ROAD 8.000 2,568.18 53
7.750 2,568.18 670,000.00
FLORA MS 39071 2 11/24/99 00
7518913 05 01/01/00 0
7518913 O 12/01/29
0
3148095 976/976 F 349,900.00 ZZ
360 349,571.11 1
11337 MAPLE VALLEY DRIVE 8.125 2,598.00 70
7.875 2,598.00 499,900.00
PLYMOUTH TOWNSH MI 48170 1 12/17/99 00
5889689 05 02/01/00 0
5889689 O 01/01/30
0
3148097 976/976 F 444,000.00 ZZ
360 443,694.44 1
1
3003 DELUNA DRIVE 7.875 3,219.31 80
7.625 3,219.31 555,000.00
RANCHO PALOS VE CA 90275 1 12/17/99 00
5887485 05 02/01/00 0
5887485 O 01/01/30
0
3148098 976/976 F 319,500.00 ZZ
360 319,500.00 1
1624 W. 23RD STREET 8.125 2,372.28 90
7.875 2,372.28 355,000.00
"SAN PEDRO AREA CA 90732 1 01/04/00 10
5887323 05 03/01/00 25
5887323 O 02/01/30
0
3148100 976/976 F 650,000.00 ZZ
360 649,595.99 1
3145 CROWNVIEW DRIVE 8.375 4,940.47 77
8.125 4,940.47 851,000.00
RANCHO PALOS VE CA 90275 2 12/10/99 00
5887181 05 02/01/00 0
5887181 O 01/01/30
0
3148101 976/976 F 306,400.00 ZZ
360 306,194.41 1
23651 SUSANA AVENUE 8.000 2,248.26 80
7.750 2,248.26 383,000.00
TORRANCE CA 90505 1 12/03/99 00
5887173 05 02/01/00 0
5887173 O 01/01/30
0
3148102 976/976 F 256,000.00 ZZ
360 255,840.88 1
21519 YUCATAN AVENUE 8.375 1,945.79 80
8.125 1,945.79 320,000.00
WOODLAND HILLS CA 91364 1 12/01/99 00
5887069 05 02/01/00 0
5887069 O 01/01/30
0
3148103 976/976 F 352,000.00 ZZ
360 351,751.55 1
102 LAUREL DRIVE 7.750 2,521.78 80
7.500 2,521.78 440,000.00
CARMEL VALLEY CA 93924 1 12/01/99 00
5887038 05 02/01/00 0
1
5887038 O 01/01/30
0
3148104 976/976 F 277,000.00 ZZ
360 275,871.53 1
1127 CULLIGAN BOULEVARD 8.000 2,032.53 51
7.750 2,032.53 550,000.00
SAN JOSE CA 95120 5 11/18/99 00
5887013 05 01/01/00 0
5887013 O 12/01/29
0
3148105 976/976 F 297,400.00 ZZ
360 297,400.00 1
3726 CARAVELLA DRIVE 9.250 2,446.64 70
9.000 2,446.64 425,000.00
SAN JOSE CA 95117 2 01/06/00 00
5884407 05 03/01/00 0
5884407 O 02/01/30
0
3148106 976/976 F 255,300.00 ZZ
360 255,164.13 1
4041 HEMINGWAY COMMON 9.125 2,077.21 80
8.875 2,077.21 319,129.00
FREMONT CA 94536 2 12/23/99 00
5884251 03 02/01/00 0
5884251 O 01/01/30
0
3148107 976/976 F 329,500.00 ZZ
360 329,315.27 1
1744 CORTE DE ORINDA 8.875 2,621.66 58
8.625 2,621.66 575,500.00
FREMONT CA 94539 2 12/21/99 00
5884242 05 02/01/00 0
5884242 O 01/01/30
0
3148108 976/976 F 1,000,000.00 ZZ
360 999,311.80 1
26 ENCINA DRIVE 7.875 7,250.70 43
7.625 7,250.70 2,330,000.00
5ARMEL VALLEY CA 93924 1 12/15/99 00
5884172 05 02/01/00 0
5884172 O 01/01/30
0
1
3148109 976/976 F 324,000.00 ZZ
360 323,807.56 1
261 SERENA WAY 8.875 2,577.89 90
8.625 2,577.89 360,000.00
SANTA CLARA CA 95051 1 12/29/99 10
5884131 05 02/01/00 25
5884131 O 01/01/30
0
3148110 976/976 F 306,000.00 ZZ
360 305,794.68 1
115 WINGED FOOT PLACE 8.000 2,245.32 80
7.750 2,245.32 382,500.00
SAN RAMON CA 94583 1 12/06/99 00
5884130 05 02/01/00 0
5884130 O 01/01/30
0
3148111 976/976 F 340,000.00 ZZ
360 339,804.38 1
4637 SILVERTIDE DRIVE 8.750 2,674.79 70
8.500 2,674.79 490,000.00
UNION CITY CA 94587 1 12/07/99 00
5884104 03 02/01/00 0
5884104 O 01/01/30
0
3148112 976/976 F 435,500.00 ZZ
360 435,255.85 1
441 SILVER HOLLOW DRIVE 8.875 3,465.04 64
8.625 3,465.04 688,000.00
WALNUT CREEK CA 94598 5 12/15/99 00
5884084 03 02/01/00 0
5884084 O 01/01/30
0
3148113 976/976 F 324,000.00 ZZ
360 324,000.00 1
202 PROMENADE LANE 8.875 2,577.89 80
8.625 2,577.89 405,000.00
DANVILLE CA 94506 1 01/04/00 00
5884032 09 03/01/00 0
5884032 O 02/01/30
0
3148114 976/976 F 308,000.00 ZZ
360 307,759.72 1
2710 PALMER DRIVE 7.250 2,101.11 80
7.000 2,101.11 385,000.00
1
JACKSON MO 63755 2 12/09/99 00
5881756 05 02/01/00 0
5881756 O 01/01/30
0
3148115 976/976 F 324,320.00 ZZ
360 324,091.10 1
5425 WOODCREST DRIVE 7.750 2,323.47 80
7.500 2,323.47 405,400.00
EDINA MN 55424 1 12/06/99 00
5881524 05 02/01/00 0
5881524 O 01/01/30
0
3148117 976/976 F 350,000.00 ZZ
360 349,759.14 1
740 CAMINO REAL AVENUE 7.875 2,537.74 64
7.625 2,537.74 549,000.00
EL PASO TX 79922 1 12/30/99 00
5880032 05 02/01/00 0
5880032 O 01/01/30
0
3148118 976/976 F 575,000.00 ZZ
360 575,000.00 1
1940 TWIN FLOWER POINT 8.125 4,269.36 72
7.875 4,269.36 800,000.00
COLORADO SPRING CO 80904 5 01/05/00 00
5878143 03 03/01/00 0
5878143 O 02/01/30
0
3148119 976/976 F 586,900.00 ZZ
360 586,570.97 1
4160 NORTH 125 WEST 8.875 4,669.64 66
8.625 4,669.64 900,000.00
PLEASANT VIEW UT 84404 5 12/17/99 00
5877836 05 02/01/00 0
5877836 O 01/01/30
0
3148121 976/976 F 295,200.00 ZZ
360 295,200.00 1
3011 POLARIS ROAD 8.250 2,217.74 80
8.000 2,217.74 369,000.00
TAHOE CITY CA 96145 1 01/04/00 00
5876268 05 03/01/00 0
5876268 O 02/01/30
0
1
3148122 976/976 F 252,000.00 ZZ
360 252,000.00 1
1900 EDGEWOOD DR 7.750 1,805.36 70
7.500 1,805.36 360,000.00
LODI CA 95242 1 01/01/00 00
5876246 05 03/01/00 0
5876246 O 02/01/30
0
3148124 976/976 F 280,000.00 ZZ
360 279,838.90 1
1507 CLARK LANE 8.750 2,202.77 68
8.500 2,202.77 415,000.00
REDONDO BEACH CA 90278 2 12/06/99 00
5874580 05 02/01/00 0
5874580 O 01/01/30
0
3148125 976/976 F 317,600.00 ZZ
360 317,213.83 1
4950 LLANO DRIVE 8.500 2,442.07 80
8.250 2,442.07 397,000.00
WOODLAND HILLS CA 91364 1 11/22/99 00
5874517 05 01/01/00 0
5874517 O 12/01/29
0
3148126 976/976 F 276,000.00 ZZ
360 275,810.05 1
1766 VISTA DEL NORTE 7.875 2,001.20 80
7.625 2,001.20 345,000.00
CHINO HILLS CA 91709 1 12/01/99 00
5874393 05 02/01/00 0
5874393 O 01/01/30
0
3148127 976/976 F 256,500.00 ZZ
360 254,561.43 1
726 SOUTH GREAT BEND DRIVE 8.375 1,949.59 90
8.125 1,949.59 285,000.00
DIAMOND BAR CA 91765 2 12/10/99 01
5874351 05 02/01/00 25
5874351 O 01/01/30
0
3148128 976/976 F 280,300.00 ZZ
360 280,111.92 1
1
9986 STONEHURST AVENUE 8.000 2,056.75 80
7.750 2,056.75 350,400.00
SUNLAND CA 91352 1 12/01/99 00
5874284 05 02/01/00 0
5874284 O 01/01/30
0
3148129 976/976 F 269,500.00 ZZ
360 268,825.35 1
2 BROOKWOOD ROAD 7.625 1,907.51 67
7.375 1,907.51 405,000.00
SOUTH ORANGE NJ 07079 5 11/30/99 00
5874201 05 01/01/00 0
5874201 O 12/01/29
0
3148130 976/976 F 650,000.00 ZZ
360 649,056.11 1
338 12TH STREET 7.625 4,600.66 73
7.375 4,600.66 900,000.00
SANTA MONICA CA 90402 1 11/19/99 00
5874144 05 01/01/00 0
5874144 O 12/01/29
0
3148131 976/976 F 300,000.00 ZZ
360 299,635.21 1
754 TRAILROCK COURT 8.500 2,306.75 79
8.250 2,306.75 380,000.00
SIMI VALLEY CA 93065 2 11/05/99 00
5874134 03 01/01/00 0
5874134 O 12/01/29
0
3148132 976/976 F 332,000.00 ZZ
360 331,517.88 1
1030 CUMBERLAND ROAD 7.625 2,349.88 80
7.375 2,349.88 415,000.00
GLENDALE CA 91202 1 11/05/99 00
5874113 05 01/01/00 0
5874113 O 12/01/29
0
3148133 976/976 F 372,200.00 ZZ
360 371,974.52 1
1725 SUNNYDALE AVENUE 8.500 2,861.90 89
8.250 2,861.90 420,000.00
SIMI VALLEY CA 93065 2 12/21/99 11
5874033 05 02/01/00 25
1
5874033 O 01/01/30
0
3148134 976/976 F 480,000.00 ZZ
360 479,709.21 1
1084 SAFA STREET 8.500 3,690.79 80
8.250 3,690.79 600,000.00
HERNDON VA 20170 1 12/17/99 00
5872785 03 02/01/00 0
5872785 O 01/01/30
0
3148135 976/976 F 362,250.00 ZZ
360 362,000.70 1
11101 RICHLAND VALLEY DRIVE 7.875 2,626.57 75
7.625 2,626.57 483,000.00
GREAT FALLS VA 22066 5 12/15/99 00
5872703 05 02/01/00 0
5872703 O 01/01/30
0
3148137 976/976 F 284,850.00 ZZ
360 284,686.11 1
70 WALTHAM STREET, UNIT #2 8.750 2,240.92 80
8.500 2,240.92 356,100.00
BOSTON MA 02118 1 12/31/99 00
5872349 01 02/01/00 0
5872349 O 01/01/30
0
3148138 976/976 F 400,000.00 ZZ
360 399,257.67 1
16551 WEST 135TH STREET 8.500 3,075.66 62
8.250 3,075.66 650,000.00
LEMONT IL 60439 2 12/22/99 00
5866985 05 02/01/00 0
5866985 O 01/01/30
0
3148139 976/976 F 288,000.00 ZZ
360 287,649.78 1
1735 NATHAN LANE 8.500 2,214.48 80
8.250 2,214.48 360,000.00
LIBERTYVILLE IL 60048 1 11/23/99 00
5866967 05 01/01/00 0
5866967 O 12/01/29
0
1
3148140 976/976 F 349,600.00 ZZ
360 349,388.20 1
86 BEACHWOOD LANE 8.500 2,688.13 80
8.250 2,688.13 437,000.00
FAIRFIELD CT 06432 1 12/07/99 00
5861714 05 02/01/00 0
5861714 O 01/01/30
0
3148141 976/976 F 284,350.00 ZZ
360 284,168.68 1
147 GUINEA ROAD 8.250 2,136.23 65
8.000 2,136.23 437,500.00
STAMFORD CT 06903 2 12/22/99 00
5858993 05 02/01/00 0
5858993 O 01/01/30
0
3148142 976/976 F 400,000.00 ZZ
360 399,687.96 1
15 ROCATON ROAD 7.250 2,728.71 50
7.000 2,728.71 812,000.00
DARIEN CT 06820 1 12/17/99 00
5858974 05 02/01/00 0
5858974 O 01/01/30
0
3148143 976/976 F 600,000.00 ZZ
360 599,576.52 1
255 EASTWOODS ROAD 7.750 4,298.48 80
7.500 4,298.48 750,000.00
POUND RIDGE NY 10576 1 12/10/99 00
5858788 05 02/01/00 0
5858788 O 01/01/30
0
3148144 976/976 F 425,000.00 ZZ
360 424,442.08 1
1393 TOTTENHAM COURT 8.125 3,155.62 60
7.875 3,155.62 715,000.00
OAK PARK CA 91377 5 11/16/99 00
5856785 05 01/01/00 0
5856785 O 12/01/29
0
3148145 976/976 F 297,200.00 ZZ
360 295,938.96 1
22404 KATHRYN AVE 7.875 2,154.91 80
7.625 2,154.91 371,500.00
1
TORRANCE CA 90505 1 11/17/99 00
5856747 05 01/01/00 0
5856747 O 12/01/29
0
3148146 976/976 F 260,800.00 ZZ
360 260,498.80 1
6019 EAST OAKBROOK STREET 8.750 2,051.72 80
8.500 2,051.72 330,000.00
LONG BEACH CA 90815 2 11/10/99 00
5856690 05 01/01/00 0
5856690 O 12/01/29
0
3148147 976/976 F 344,000.00 ZZ
360 343,548.41 1
6214 EAST 6TH STREET 8.125 2,554.20 80
7.875 2,554.20 430,000.00
LONG BEACH CA 90803 1 11/01/99 00
5856642 05 01/01/00 0
5856642 O 12/01/29
0
3148148 976/976 F 320,000.00 ZZ
360 319,579.92 1
26771 BARKSTONE LANE 8.125 2,376.00 73
7.875 2,376.00 440,000.00
LAGUNA HILLS CA 92653 1 11/09/99 00
5856456 03 01/01/00 0
5856456 O 12/01/29
0
3148150 976/976 F 101,500.00 ZZ
360 101,435.14 1
7310 LIBERTY ROAD 8.250 762.54 70
8.000 762.54 145,000.00
FAIRVIEW TN 37062 2 12/27/99 00
5855732 05 02/01/00 0
5855732 O 01/01/30
0
3148151 976/976 F 109,250.00 ZZ
360 109,182.09 1
5950 PRESLEY ROAD 8.375 830.38 95
8.125 830.38 115,000.00
LOUDON TN 37774 2 12/13/99 11
5855645 05 02/01/00 30
5855645 O 01/01/30
0
1
3148152 976/976 F 307,000.00 ZZ
360 306,597.00 1
625 5TH STREET NORTH 8.125 2,279.47 80
7.875 2,279.47 385,000.00
STILLWATER MN 55082 1 11/18/99 00
5852998 05 01/01/00 0
5852998 O 12/01/29
0
3148153 976/976 F 250,000.00 ZZ
360 249,663.38 1
30535 WOODSIDE 8.000 1,834.42 36
7.750 1,834.42 700,000.00
FRANKLIN VILLAG MI 48025 1 11/16/99 00
5852839 05 01/01/00 0
5852839 O 12/01/29
0
3148154 976/976 F 270,750.00 ZZ
360 270,577.35 1
1865 SUNSET HARBOR POINTE 8.250 2,034.06 95
8.000 2,034.06 285,000.00
LAWRENCEVILLE GA 30043 2 12/10/99 04
5852792 05 02/01/00 30
5852792 O 01/01/30
0
3148155 976/976 F 87,200.00 ZZ
360 87,036.26 1
4831 L PARKWAY 7.875 632.27 80
7.625 632.27 109,000.00
SACRAMENTO CA 95823 2 11/23/99 00
5846390 05 01/01/00 0
5846390 O 12/01/29
0
3148156 976/976 F 404,000.00 ZZ
360 403,714.86 1
6938 MERRYWOOD COURT 7.750 2,894.31 80
7.500 2,894.31 505,000.00
GRANITE BAY CA 95746 1 12/10/99 00
5846299 03 02/01/00 0
5846299 O 01/01/30
0
3148157 976/976 F 286,850.00 ZZ
360 286,657.52 1
1
2015 RIVERA PLACE 8.000 2,104.81 80
7.750 2,104.81 358,585.00
DAVIS CA 95616 1 12/15/99 00
5846297 05 02/01/00 0
5846297 O 01/01/30
0
3148158 976/976 F 484,000.00 ZZ
360 483,666.91 1
1532 RIALTO LANE 7.875 3,509.34 80
7.625 3,509.34 605,000.00
DAVIS CA 95616 1 12/03/99 00
5846279 05 02/01/00 0
5846279 O 01/01/30
0
3148159 976/976 F 332,000.00 ZZ
360 331,771.51 1
223 TRACE RIDGE ROAD 7.875 2,407.24 80
7.625 2,407.24 415,000.00
BIRMINGHAM AL 35244 1 12/30/99 00
5843993 03 02/01/00 0
5843993 O 01/01/30
0
3148160 976/976 F 306,000.00 ZZ
360 306,000.00 1
2081 GRAMERCY CIRCLE 8.500 2,352.88 80
8.250 2,352.88 382,580.00
ATLANTA GA 30341 1 01/07/00 00
5843759 03 03/01/00 0
5843759 O 02/01/30
0
3148161 976/976 F 300,000.00 ZZ
360 299,793.54 1
FOWLER ROAD 7.875 2,175.21 77
7.625 2,175.21 390,000.00
ALPHARETTA GA 30004 2 12/06/99 00
5843406 05 02/01/00 0
5843406 O 01/01/30
0
3148163 976/976 F 380,000.00 ZZ
360 379,763.80 1
3881 BRIAR RIDGE COURT 8.375 2,888.28 80
8.125 2,888.28 475,000.00
THOUSAND OAKS CA 93021 1 12/23/99 00
5842343 03 02/01/00 0
1
5842343 O 01/01/30
0
3148164 976/976 F 315,000.00 ZZ
360 314,636.21 1
16392 SERENADE LANE 8.750 2,478.11 75
8.500 2,478.11 420,000.00
HUNTINGTON BEAC CA 92647 2 11/01/99 00
5842047 05 01/01/00 0
5842047 O 12/01/29
0
3148165 976/976 F 315,500.00 ZZ
360 315,277.31 1
18046 SANTA ARABELLA STREET 7.750 2,260.29 80
7.500 2,260.29 395,000.00
FOUNTAIN VALLEY CA 92708 1 12/08/99 00
5834085 05 02/01/00 0
5834085 O 01/01/30
0
3148166 976/976 F 268,700.00 ZZ
360 268,700.00 1
16 EDEN 7.875 1,948.27 79
7.625 1,948.27 343,000.00
IRVINE CA 92620 1 01/04/00 00
5834032 03 03/01/00 0
5834032 O 02/01/30
0
3148167 976/976 F 368,000.00 ZZ
360 367,504.50 1
12191 SALIX WAY 8.000 2,700.26 80
7.750 2,700.26 460,000.00
SAN DIEGO CA 92129 1 11/18/99 00
5832014 05 01/01/00 0
5832014 O 12/01/29
0
3148168 976/976 F 347,250.00 ZZ
360 347,017.00 1
12655 BIG BEND WAY 8.000 2,548.00 80
7.750 2,548.00 434,067.00
VALLEY CENTER CA 92082 1 12/15/99 00
5831865 03 02/01/00 0
5831865 O 01/01/30
0
1
3148169 976/976 F 315,750.00 ZZ
360 315,345.92 1
210 SHELL POINT WEST 8.250 2,372.13 75
8.000 2,372.13 421,000.00
MAITLAND FL 32751 1 11/15/99 00
5831468 05 01/01/00 0
5831468 O 12/01/29
0
3148170 976/976 F 351,050.00 ZZ
360 350,577.31 1
1167 KENDRICK ROAD 8.000 2,575.89 80
7.750 2,575.89 438,820.00
ATLANTA GA 30319 1 11/30/99 00
5831264 05 01/01/00 0
5831264 O 12/01/29
0
3148171 976/976 F 316,000.00 ZZ
360 315,595.59 1
8546 NW REED DRIVE 8.250 2,374.01 80
8.000 2,374.01 395,000.00
PORTLAND OR 97229 1 11/02/99 00
5829730 03 01/01/00 0
5829730 O 12/01/29
0
3148172 976/976 F 260,000.00 ZZ
360 259,816.49 1
280 HIGH STREET 7.750 1,862.68 80
7.500 1,862.68 325,000.00
MEDFORD MA 02155 1 12/10/99 00
5829366 05 02/01/00 0
5829366 O 01/01/30
0
3148174 976/976 F 368,000.00 ZZ
360 367,563.90 1
196 NORTH STREET 8.625 2,862.27 57
8.375 2,862.27 650,000.00
HINGHAM MA 02043 5 11/12/99 00
5829148 05 01/01/00 0
5829148 O 12/01/29
0
3148176 976/976 F 342,000.00 ZZ
360 341,594.69 1
387 RIVER STREET 8.625 2,660.05 72
8.375 2,660.05 475,000.00
1
NORWELL MA 02061 2 11/18/99 00
5829097 05 01/01/00 0
5829097 O 12/01/29
0
3148177 976/976 F 340,000.00 ZZ
360 339,617.35 1
33 CIRCUIT AVENUE 8.875 2,705.20 80
8.625 2,705.20 425,000.00
SCITUATE MA 02066 1 12/01/99 00
5829030 05 01/01/00 0
5829030 O 12/01/29
0
3148179 976/976 F 275,000.00 ZZ
360 274,629.71 1
1530 EASTLAKE CIRCLE 8.000 2,017.86 79
7.750 2,017.86 350,735.00
TRACY CA 95376 1 11/10/99 00
5827056 03 01/01/00 0
5827056 O 12/01/29
0
3148180 976/976 F 182,000.00 ZZ
360 181,883.94 1
232 DIVISION AVENUE 8.250 1,367.31 70
8.000 1,367.31 260,000.00
LEVITTOWN NY 11756 1 12/29/99 00
5826613 05 02/01/00 0
5826613 O 01/01/30
0
3148181 976/976 F 100,000.00 ZZ
360 99,851.10 1
310 WILLOW OAK CIRCLE 7.500 699.22 42
7.250 699.22 240,000.00
PIKESVILLE MD 21208 1 11/19/99 00
5821875 09 01/01/00 0
5821875 O 12/01/29
0
3148182 976/976 F 200,250.00 ZZ
360 199,973.46 1
12210 MILESTONE MANOR LANE 7.875 1,451.96 75
7.625 1,451.96 267,000.00
GERMANTOWN MD 20876 2 11/05/99 00
5821833 03 01/01/00 0
5821833 O 12/01/29
0
1
3148183 976/976 F 342,950.00 ZZ
360 342,736.84 1
3305 LANCE COURT 8.375 2,606.67 80
8.125 2,606.67 428,693.00
ROSEVILLE CA 95661 1 12/02/99 00
5819152 03 02/01/00 0
5819152 O 01/01/30
0
3148184 976/976 F 337,500.00 ZZ
360 337,273.54 1
28310 NORTH GOLD CANYON DRIVE 8.000 2,476.46 80
7.750 2,476.46 421,934.00
SANTA CLARITA A CA 91350 1 12/01/99 00
5818328 05 02/01/00 0
5818328 O 01/01/30
0
3148185 976/976 F 264,300.00 ZZ
360 264,131.46 1
23068 WEST LOWRIDGE PLACE 8.250 1,985.60 75
8.000 1,985.60 352,402.00
SAUGUS AREA CA 91350 1 12/09/99 00
5818322 03 02/01/00 0
5818322 O 01/01/30
0
3148186 976/976 F 340,000.00 ZZ
360 339,564.89 1
1940 SHADOW CANYON ROAD 8.250 2,554.31 80
8.000 2,554.31 425,000.00
ACTON AREA CA 93510 1 11/01/99 00
5818301 03 01/01/00 0
5818301 O 12/01/29
0
3148187 976/976 F 292,000.00 ZZ
360 291,234.33 1
26651 CADENAS 8.375 2,219.42 69
8.125 2,219.42 427,000.00
MISSION VIEJO CA 92691 2 11/19/99 00
5817523 05 01/01/00 0
5817523 O 12/01/29
0
3148188 976/976 F 288,000.00 ZZ
360 287,806.75 1
1
16820 EAST LAST TRAIL DRIVE 8.000 2,113.25 80
7.750 2,113.25 360,000.00
FOUNTAIN HILLS AZ 85268 1 12/15/99 00
5813863 05 02/01/00 0
5813863 O 01/01/30
0
3148189 976/976 F 276,100.00 ZZ
360 275,755.58 1
5200 ZANE DRIVE 8.375 2,098.56 75
8.125 2,098.56 368,188.00
FLOWER MOUND TX 75028 1 11/03/99 00
5809055 03 01/01/00 0
5809055 O 12/01/29
0
3148190 976/976 F 307,100.00 ZZ
360 306,706.98 1
13526 PEGASUS ROAD 8.250 2,307.15 80
8.000 2,307.15 383,900.00
CYPRESS TX 77429 1 11/12/99 00
5808413 03 01/01/00 0
5808413 O 12/01/29
0
3148191 976/976 F 100,800.00 ZZ
360 100,738.93 1
2924 OWENS WAY 8.500 775.07 80
8.250 775.07 126,000.00
ROSAMOND CA 93560 1 12/20/99 00
5803409 05 02/01/00 0
5803409 O 01/01/30
0
3148193 976/976 F 372,000.00 ZZ
360 371,768.78 1
10 LAWRIDGE DRIVE 8.375 2,827.47 80
8.125 2,827.47 465,000.00
RYE BROOK NY 10573 1 12/10/99 00
5801250 05 02/01/00 0
5801250 O 01/01/30
0
3148194 976/976 F 143,900.00 ZZ
360 143,720.48 1
5950 MISSION CENTER ROAD #B 8.375 1,093.75 80
8.125 1,093.75 179,900.00
SAN DIEGO CA 92123 1 11/03/99 00
5799685 01 01/01/00 0
1
5799685 O 12/01/29
0
3148195 976/976 F 360,000.00 ZZ
360 359,550.90 1
873 LOMA VALLEY PLACE 8.375 2,736.27 80
8.125 2,736.27 450,000.00
SAN DIEGO CA 92106 1 11/04/99 00
5799200 05 01/01/00 0
5799200 O 12/01/29
0
3148196 976/976 F 350,000.00 ZZ
360 349,528.74 1
1780 AVENIDA DEL MUNDO #1201 8.000 2,568.18 52
7.750 2,568.18 685,000.00
CORONADO CA 92118 1 11/03/99 00
5799199 01 01/01/00 0
5799199 O 12/01/29
0
3148198 976/976 F 248,000.00 ZZ
360 247,698.45 1
6791 SUMMERSTONE COURT 8.500 1,906.91 80
8.250 1,906.91 310,000.00
RANCHO CUCAMONG CA 91701 1 11/24/99 00
5798795 05 01/01/00 0
5798795 O 12/01/29
0
3148201 976/976 F 334,800.00 ZZ
360 334,337.66 1
12030 DUSTY ROSE ROAD N.E. 7.875 2,427.54 80
7.625 2,427.54 418,500.00
ALBUQUERQUE NM 87122 1 11/03/99 00
5792792 05 01/01/00 0
5792792 O 12/01/29
0
3148203 976/976 F 140,100.00 ZZ
360 140,003.58 1
125 GREEN HILL TRAIL SOUTH 7.875 1,015.83 70
7.625 1,015.83 200,205.00
TROPHY CLUB TX 76262 1 12/16/99 00
5788987 03 02/01/00 0
5788987 O 01/01/30
0
1
3148204 976/976 F 334,400.00 ZZ
360 334,212.53 1
10 OSBORNE PATH 8.875 2,660.64 80
8.625 2,660.64 418,000.00
NEWTON MA 02459 1 01/05/00 00
5788576 05 02/01/00 0
5788576 O 01/01/30
0
3148206 976/976 F 414,000.00 ZZ
360 413,383.58 1
3 SUNSET LANE 7.500 2,894.75 80
7.250 2,894.75 517,500.00
UPPER SADDLE RI NJ 07458 1 11/08/99 00
5788387 05 01/01/00 0
5788387 O 12/01/29
0
3148207 976/976 F 279,200.00 ZZ
360 278,804.60 1
408 ALBEMARLE STREET 7.750 2,000.23 80
7.500 2,000.23 349,000.00
EL CERRITO CA 94530 1 11/23/99 00
5786646 05 01/01/00 0
5786646 O 12/01/29
0
3148208 976/976 F 270,000.00 ZZ
360 269,623.67 1
287 PENNYHILL DRIVE 8.500 2,076.07 75
8.250 2,076.07 360,000.00
SAN JOSE CA 95127 2 11/15/99 00
5786541 05 01/01/00 0
5786541 O 12/01/29
0
3148210 976/976 F 364,000.00 ZZ
360 363,484.50 1
1688 SILVERWOOD COURT 7.750 2,607.75 80
7.500 2,607.75 455,000.00
DANVILLE CA 94526 1 11/16/99 00
5786400 03 01/01/00 0
5786400 O 12/01/29
0
3148211 976/976 F 365,000.00 ZZ
360 363,699.48 1
2768 CAMINO CASA BUENA 8.875 2,904.11 66
8.625 2,904.11 560,000.00
1
PLEASANTON CA 94566 2 12/14/99 00
5786342 05 02/01/00 0
5786342 O 01/01/30
0
3148212 976/976 F 316,000.00 ZZ
360 315,798.49 1
10 ARLENE LANE 8.250 2,374.01 80
8.000 2,374.01 395,000.00
WALNUT CREEK CA 94595 1 12/06/99 00
5786320 05 02/01/00 0
5786320 O 01/01/30
0
3148213 976/976 F 324,000.00 ZZ
360 323,375.90 1
2846 HOLLAND STREET 8.250 2,434.11 80
8.000 2,434.11 405,000.00
SAN MATEO CA 94403 1 10/28/99 00
5786244 05 12/01/99 0
5786244 O 11/01/29
0
3148214 976/976 F 316,000.00 ZZ
360 315,813.43 1
1042 WHITMER COURT 8.625 2,457.82 54
8.375 2,457.82 590,500.00
FREMONT CA 94539 1 12/14/99 00
5786193 05 02/01/00 0
5786193 O 01/01/30
0
3148215 976/976 F 280,000.00 ZZ
360 279,659.54 1
30782 CALLE MALAGA 8.500 2,152.96 70
8.250 2,152.96 402,000.00
LAGUNA NIGUEL CA 92677 1 11/17/99 00
5786126 03 01/01/00 0
5786126 O 12/01/29
0
3148216 976/976 F 345,000.00 ZZ
360 344,611.73 1
890 HARDSTONE WAY 8.875 2,744.98 71
8.625 2,744.98 490,000.00
SANTA ROSA CA 95405 2 11/02/99 00
5786108 05 01/01/00 0
5786108 O 12/01/29
0
1
3148217 976/976 F 1,000,000.00 ZZ
360 998,814.96 1
20067 MENDELSOHN LANE 8.625 7,777.90 56
8.375 7,777.90 1,800,000.00
SARATOGA CA 95070 2 11/16/99 00
5786106 05 01/01/00 0
5786106 O 12/01/29
0
3148218 976/976 F 264,750.00 ZZ
360 264,601.57 1
20014 NORTHWIND SQUARE 8.875 2,106.48 75
8.625 2,106.48 353,000.00
CUPERTINO CA 95014 2 12/01/99 00
5785932 09 02/01/00 0
5785932 O 01/01/30
0
3148219 976/976 F 488,000.00 ZZ
360 487,680.78 1
4009 HIQUERA ROAD 8.125 3,623.39 80
7.875 3,623.39 610,000.00
SAN JOSE CA 95148 1 12/15/99 00
5785924 05 02/01/00 0
5785924 O 01/01/30
0
3148220 976/976 F 639,000.00 ZZ
360 638,223.04 1
1711 RIEBLI ROAD 8.500 4,913.36 80
8.250 4,913.36 799,000.00
SANTA ROSA CA 95404 1 11/09/99 00
5785896 05 01/01/00 0
5785896 O 12/01/29
0
3148221 976/976 F 265,400.00 ZZ
360 265,042.64 1
812 MONARCH LANE 8.000 1,947.42 80
7.750 1,947.42 331,780.00
SAN JOSE CA 95138 1 11/09/99 00
5785847 01 01/01/00 0
5785847 O 12/01/29
0
3148222 976/976 F 378,850.00 ZZ
360 378,266.80 1
1
3424 WASSON COURT 8.375 2,879.54 80
8.125 2,879.54 473,583.00
SAN JOSE CA 95148 1 12/22/99 00
5785653 05 02/01/00 0
5785653 O 01/01/30
0
3148223 976/976 F 200,000.00 ZZ
360 199,462.32 1
1118 KEITH AVENUE 8.000 1,467.53 58
7.750 1,467.53 350,000.00
BERKELEY CA 94708 1 10/28/99 00
5785491 05 12/01/99 0
5785491 O 11/01/29
0
3148224 976/976 F 300,000.00 ZZ
360 299,652.50 1
3507 DICKENSON COMMON 8.750 2,360.11 95
8.500 2,360.11 316,500.00
FREMONT CA 94538 1 11/03/99 10
5785253 09 01/01/00 30
5785253 O 12/01/29
0
3148225 976/976 F 440,000.00 ZZ
360 439,689.45 1
47-608 B HUI ULILI STREET 7.750 3,152.22 80
7.500 3,152.22 550,000.00
KANEOHE HI 96744 1 12/20/99 00
5784581 01 02/01/00 0
5784581 O 01/01/30
0
3148226 976/976 F 302,500.00 T
360 302,117.23 1
555 NORTH BLACK BEAR PLACE 8.625 2,352.82 63
8.375 2,352.82 481,000.00
PAGOSA SPRINGS CO 81147 2 11/12/99 00
5781910 05 01/01/00 0
5781910 O 12/01/29
0
3148227 976/976 F 335,000.00 ZZ
360 334,680.86 1
2615 BUCKMASTER LANE 8.125 2,487.37 78
7.875 2,487.37 435,000.00
LAS VEGAS NV 89117 1 12/03/99 00
5773262 03 02/01/00 0
1
5773262 O 01/01/30
0
3148228 976/976 F 399,950.00 ZZ
360 399,424.97 1
15 AMBERWOOD DRIVE 8.125 2,969.62 67
7.875 2,969.62 602,000.00
WINCHESTER MA 01890 1 11/29/99 00
5771117 05 01/01/00 0
5771117 O 12/01/29
0
3148231 976/976 F 550,000.00 ZZ
360 549,675.28 1
14 PERRYVILLE ROAD 8.625 4,277.85 46
8.375 4,277.85 1,200,000.00
UNION TWP. NJ 08867 5 12/03/99 00
5768718 05 02/01/00 0
5768718 O 01/01/30
0
3148233 976/976 F 108,400.00 ZZ
360 108,327.26 1
10003 BRIAR ROSE DRIVE 8.000 795.41 42
7.750 795.41 262,000.00
HOUSTON TX 77042 2 12/16/99 00
5763393 03 02/01/00 0
5763393 O 01/01/30
0
3148235 976/976 F 300,000.00 ZZ
360 299,793.54 1
1570 EAST 56TH STREET 7.875 2,175.21 80
7.625 2,175.21 375,000.00
BROOKLYN NY 11234 1 12/27/99 00
5762229 05 02/01/00 0
5762229 O 01/01/30
0
3148237 976/976 F 352,000.00 ZZ
360 351,488.84 1
242 BECKWITH STREET 7.625 2,491.44 80
7.375 2,491.44 440,000.00
GAITHERSBURG MD 20878 1 11/30/99 00
5759660 03 01/01/00 0
5759660 O 12/01/29
0
1
3148240 976/976 F 382,500.00 ZZ
360 381,984.99 1
3910 MARIELLA COURT 8.000 2,806.65 90
7.750 2,806.65 425,000.00
ROCKLIN CA 95765 1 11/01/99 11
5756766 03 01/01/00 25
5756766 O 12/01/29
0
3148241 976/976 F 276,000.00 ZZ
360 275,832.79 1
7559 SAN BARI WAY 8.500 2,122.21 79
8.250 2,122.21 350,000.00
GOLETA CA 93117 2 12/15/99 00
5752482 05 02/01/00 0
5752482 O 01/01/30
0
3148242 976/976 F 312,000.00 ZZ
360 311,779.79 1
29 GLENN 7.750 2,235.21 80
7.500 2,235.21 390,000.00
IRVINE CA 92620 1 12/22/99 00
5752467 05 02/01/00 0
5752467 O 01/01/30
0
3148243 976/976 F 428,000.00 ZZ
360 427,697.92 1
5606 MOUNTAIN VIEW AVENUE 7.750 3,066.25 80
7.500 3,066.25 535,000.00
YOBA LINDA CA 92886 1 12/02/99 00
5752439 05 02/01/00 0
5752439 O 01/01/30
0
3148244 976/976 F 316,700.00 ZZ
360 316,476.47 1
32 NARBONNE 7.750 2,268.88 79
7.500 2,268.88 402,000.00
LAGUNA NIGUEL CA 92677 1 12/13/99 00
5752437 03 02/01/00 0
5752437 O 01/01/30
0
3148245 976/976 F 269,200.00 ZZ
360 268,828.26 1
20531 QUEENS PARK LANE 7.875 1,951.89 80
7.625 1,951.89 336,500.00
1
HUNTINGTON BEAC CA 92646 1 11/17/99 00
5752431 05 01/01/00 0
5752431 O 12/01/29
0
3148246 976/976 F 350,000.00 ZZ
360 349,528.74 1
6078 EAST APPIAN WAY 8.000 2,568.18 43
7.750 2,568.18 820,000.00
LONG BEACH CA 90803 1 11/22/99 00
5752425 05 01/01/00 0
5752425 O 12/01/29
0
3148247 976/976 F 575,200.00 ZZ
360 574,773.11 1
652 GOULD AVENUE 7.500 4,021.89 80
7.250 4,021.89 719,000.00
HERMOSA BEACH CA 90254 1 12/07/99 00
5752422 05 02/01/00 0
5752422 O 01/01/30
0
3148248 976/976 F 355,600.00 ZZ
360 355,121.21 1
1119 VALENCIA WAY 8.000 2,609.27 70
7.750 2,609.27 508,000.00
"ARCADIA AREA, CA 91006 1 11/09/99 00
5752394 05 01/01/00 0
5752394 O 12/01/29
0
3148249 976/976 F 309,600.00 ZZ
360 309,161.55 1
5 VIA BERRENDO 7.750 2,218.02 80
7.500 2,218.02 387,000.00
RANCHO SANTA MA CA 92688 1 11/11/99 00
5752393 05 01/01/00 0
5752393 O 12/01/29
0
3148250 976/976 F 319,900.00 ZZ
360 319,458.24 1
18239 LAUREL VIEW DRIVE 7.875 2,319.50 80
7.625 2,319.50 399,900.00
YORBA LINDA CA 92886 1 11/22/99 00
5752374 05 01/01/00 0
5752374 O 12/01/29
0
1
3148251 976/976 F 348,000.00 ZZ
360 347,587.60 1
25662 HAMPTON DRIVE 8.625 2,706.71 80
8.375 2,706.71 435,000.00
LAGUNA NIGUEL CA 92677 1 11/09/99 00
5752365 05 01/01/00 0
5752365 O 12/01/29
0
3148252 976/976 F 550,000.00 ZZ
360 550,000.00 1
355 RIVER BEND ROAD 7.625 3,892.87 63
7.375 3,892.87 880,000.00
GREAT FALLS VA 22066 1 01/06/00 00
5750917 05 03/01/00 0
5750917 O 02/01/30
0
3148253 976/976 F 300,000.00 ZZ
360 299,450.88 1
"6015 UTAH AVENUE, N.W." 8.500 2,306.75 80
8.250 2,306.75 375,000.00
WASHINGTON DC 20015 1 11/05/99 00
5741151 05 12/01/99 0
5741151 O 11/01/29
0
3148254 976/976 F 334,400.00 ZZ
360 333,982.83 1
12201 ESPALIER PLACE 8.375 2,541.69 80
8.125 2,541.69 418,000.00
POTOMAC MD 20854 2 11/08/99 00
5741106 05 01/01/00 0
5741106 O 12/01/29
0
3148255 976/976 F 395,300.00 ZZ
360 395,013.89 1
12182 CHANCERY STATION CIRCLE 7.625 2,797.91 80
7.375 2,797.91 494,170.00
RESTON VA 20190 1 12/29/99 00
5740967 09 02/01/00 0
5740967 O 01/01/30
0
3148256 976/976 F 299,900.00 ZZ
360 299,598.76 1
1
43150 ALLENBY WAY 8.000 2,200.57 80
7.750 2,200.57 374,895.00
LEESBURG VA 20176 1 12/15/99 00
5740494 03 02/01/00 0
5740494 O 01/01/30
0
3148257 976/976 F 272,400.00 ZZ
360 272,023.84 1
1138 MICHAEL DRIVE 7.875 1,975.09 80
7.625 1,975.09 340,527.00
TRACY CA 95376 1 11/18/99 00
5732283 05 01/01/00 0
5732283 O 12/01/29
0
3148259 976/976 F 280,000.00 ZZ
360 279,641.67 1
1319 SHIRLYJEAN STREET 8.250 2,103.55 80
8.000 2,103.55 350,000.00
GLENDALE CA 91208 1 11/02/99 00
5714575 05 01/01/00 0
5714575 O 12/01/29
0
3148260 976/976 F 285,200.00 ZZ
360 284,844.22 1
23003 FRIAR STREET 8.375 2,167.73 75
8.125 2,167.73 385,000.00
"WOODLAND HILLS CA 91367 2 11/03/99 00
5714527 05 01/01/00 0
5714527 O 12/01/29
0
3148262 976/976 F 268,350.00 ZZ
360 268,178.88 1
9047 STARPASS DRIVE 8.250 2,016.03 95
8.000 2,016.03 282,482.00
JACKSONVILLE FL 32256 1 12/06/99 04
5689561 03 02/01/00 30
5689561 O 01/01/30
0
3148263 976/976 F 284,250.00 ZZ
360 283,847.45 3
179 ALBION STREET 7.750 2,036.41 75
7.500 2,036.41 379,000.00
SOMERVILLE MA 02144 1 12/01/99 00
5683875 05 01/01/00 0
1
5683875 O 12/01/29
0
3148264 976/976 F 152,000.00 ZZ
360 151,833.19 1
17 GREEN STREET 8.000 1,115.33 59
7.750 1,115.33 259,000.00
NATICK MA 01760 5 12/21/99 00
5683799 05 02/01/00 0
5683799 O 01/01/30
0
3148266 976/976 F 360,000.00 ZZ
360 359,463.97 1
320 WESTERN AVENUE 7.500 2,517.18 51
7.250 2,517.18 710,500.00
SHERBORN MA 01770 1 12/01/99 00
5683642 05 01/01/00 0
5683642 O 12/01/29
0
3148267 976/976 F 305,000.00 ZZ
360 304,545.87 1
43725 HARTE COURT 7.500 2,132.61 68
7.250 2,132.61 449,571.00
ASHBURN VA 20147 1 11/24/99 00
5677732 03 01/01/00 0
5677732 O 12/01/29
0
3148268 976/976 F 296,000.00 ZZ
360 295,611.43 1
1968 MELTHEW COURT 8.125 2,197.80 80
7.875 2,197.80 370,000.00
MERRICK NY 11566 1 11/22/99 00
5677365 05 01/01/00 0
5677365 O 12/01/29
0
3148269 976/976 F 317,900.00 ZZ
360 317,471.96 1
28518 NORTH ROCK CANYON PLACE 8.000 2,332.64 75
7.750 2,332.64 423,895.00
SANTA CLARITA A CA 91350 1 11/04/99 00
5663995 05 01/01/00 0
5663995 O 12/01/29
0
1
3148270 976/976 F 166,000.00 ZZ
360 165,876.80 1
29603 NORTH MAMMOTH LANE 7.500 1,160.70 44
7.250 1,160.70 379,990.00
CANYON COUNTRY CA 91351 1 12/01/99 00
5663918 05 02/01/00 0
5663918 O 01/01/30
0
3148271 976/976 F 281,800.00 ZZ
360 281,615.66 1
17806 TIMBER BRANCH PLACE 8.125 2,092.36 80
7.875 2,092.36 352,346.00
FAIR OAKS RANCH CA 91351 1 12/16/99 00
5663908 03 02/01/00 0
5663908 O 01/01/30
0
3148272 976/976 F 217,600.00 ZZ
360 217,464.75 1
26756 NORTH CARDINAL DRIVE 8.375 1,653.92 80
8.125 1,653.92 272,051.00
FAIR OAKS RANCH CA 91351 1 12/01/99 00
5663893 03 02/01/00 0
5663893 O 01/01/30
0
3148273 976/976 F 316,800.00 ZZ
360 316,800.00 1
17824 TIMBER BRANCH PLACE 8.625 2,464.04 90
8.375 2,464.04 352,035.00
FAIR OAKS RANCH CA 91351 1 01/07/00 10
5663892 03 03/01/00 25
5663892 O 02/01/30
0
3148274 976/976 F 301,900.00 ZZ
360 301,493.51 1
23038 WEST LOWRIDGE PLACE 8.000 2,215.24 90
7.750 2,215.24 335,473.00
SAUGUS AREA CA 91350 1 11/15/99 10
5663889 03 01/01/00 25
5663889 O 12/01/29
0
3148275 976/976 F 320,000.00 ZZ
360 319,590.48 1
1018 TOWERING OAKS 8.250 2,404.06 80
8.000 2,404.06 400,000.00
1
MAGNOLIA TX 77365 1 11/05/99 00
5658131 03 01/01/00 0
5658131 O 12/01/29
0
3148276 976/976 F 283,500.00 ZZ
360 283,108.50 1
2750 BANKHURST COURT 7.875 2,055.58 90
7.625 2,055.58 315,000.00
SPARKS NV 89436 1 11/09/99 11
5652732 03 01/01/00 25
5652732 O 12/01/29
0
3148277 976/976 F 286,400.00 ZZ
360 286,004.51 1
55 LOST MEADOW TRAIL 7.875 2,076.60 80
7.625 2,076.60 358,059.00
AUSTIN TX 78738 1 11/24/99 00
5630309 03 01/01/00 0
5630309 O 12/01/29
0
3148278 976/976 F 304,000.00 ZZ
360 303,600.92 1
8926 JACKIE LANE SOUTHEAST 8.125 2,257.20 80
7.875 2,257.20 380,000.00
PORT ORCHARD WA 98367 2 11/01/99 00
5625862 05 01/01/00 0
5625862 O 12/01/29
0
3148279 976/976 F 295,000.00 ZZ
360 294,386.93 1
1255 LOS OLIVOS AVENUE 7.875 2,138.96 75
7.625 2,138.96 395,000.00
SANTA ROSA CA 95404 1 10/26/99 00
5622456 05 12/01/99 0
5622456 O 11/01/29
0
3148280 976/976 F 522,800.00 ZZ
360 522,431.01 1
632 PICKERING AVENUE 7.750 3,745.41 80
7.500 3,745.41 653,500.00
FREMONT CA 94536 1 12/01/99 00
5622449 05 02/01/00 0
5622449 O 01/01/30
0
1
3148281 976/976 F 288,000.00 ZZ
360 287,602.30 1
736 SANTA FE AVENUE 7.875 2,088.20 80
7.625 2,088.20 360,000.00
ALBANY CA 94706 1 11/01/99 00
5622432 05 01/01/00 0
5622432 O 12/01/29
0
3148284 976/976 F 368,000.00 ZZ
360 367,504.50 1
21 MANZANO ROAD 8.000 2,700.26 80
7.750 2,700.26 460,000.00
CORRALES NM 87048 1 11/22/99 00
5598870 05 01/01/00 0
5598870 O 12/01/29
0
3148285 976/976 F 325,000.00 ZZ
360 324,776.33 1
198 CAMINITO ALEGRE 7.875 2,356.48 67
7.625 2,356.48 490,000.00
CORRALES NM 87048 2 12/30/99 00
5598300 05 02/01/00 0
5598300 O 01/01/30
0
3148286 976/976 F 246,000.00 ZZ
360 245,685.18 1
670 TARLOW AVENUE 8.250 1,848.12 80
8.000 1,848.12 308,259.00
SAN BUENAVENTUR CA 93003 1 11/18/99 00
5592326 05 01/01/00 0
5592326 O 12/01/29
0
3148288 976/976 F 425,000.00 ZZ
360 424,293.48 1
3694 ROCKY KNOLL WAY 7.625 3,008.13 71
7.375 3,008.13 600,000.00
SANTA ROSA CA 95404 1 11/23/99 00
5576677 03 01/01/00 0
5576677 O 12/01/29
0
3148289 976/976 F 319,200.00 ZZ
360 318,791.47 1
1
122 REDDING ROAD 8.250 2,398.05 80
8.000 2,398.05 399,000.00
CAMPBELL CA 95008 1 11/05/99 00
5576675 03 01/01/00 0
5576675 O 12/01/29
0
3148290 976/976 F 458,775.00 ZZ
360 458,467.17 1
209 BLOSSOM VIEW PLACE 8.000 3,366.33 80
7.750 3,366.33 573,469.00
MODESTO CA 95356 1 12/07/99 00
5572731 05 02/01/00 0
5572731 O 01/01/30
0
3148292 976/976 F 285,400.00 ZZ
360 285,203.59 1
25 NEW JERSEY 7.875 2,069.35 80
7.625 2,069.35 356,812.00
IRVINE CA 92606 1 12/01/99 00
5486985 03 02/01/00 0
5486985 O 01/01/30
0
3148293 976/976 F 287,800.00 ZZ
360 287,616.48 1
70 WALTHAM STREET UNIT #3 8.250 2,162.15 80
8.000 2,162.15 359,860.00
BOSTON MA 02118 1 12/30/99 00
5378551 01 02/01/00 0
5378551 O 01/01/30
0
3148296 976/976 F 368,000.00 ZZ
360 361,267.16 1
2134 PASEO DEL MAR 7.500 2,573.11 80
7.250 2,573.11 460,000.00
SAN PEDRO CA 90732 2 02/23/98 00
5208286 05 04/01/98 0
5208286 O 03/01/28
0
3148962 M32/M32 F 491,500.00 ZZ
360 491,500.00 1
2984 WINTERSET DRIVE 7.750 3,521.17 98
7.500 3,521.17 504,701.00
CARMEL IN 46032 1 01/07/00 00
500525704 05 03/01/00 0
1
500525704 O 02/01/30
0
3149134 637/G01 F 264,000.00 ZZ
360 263,635.43 1
17773 NORTHWOOD PLACE 7.875 1,914.19 80
7.625 1,914.19 330,000.00
SALINAS CA 93907 1 11/02/99 00
0431783984 03 01/01/00 0
0010999456 O 12/01/29
0
3150122 K08/G01 F 141,900.00 ZZ
360 141,900.00 1
2395 NW 137TH TERRACE 8.375 1,078.54 80
8.125 1,078.54 179,148.00
SUNRISE FL 33323 1 01/14/00 00
0411738875 03 03/01/00 0
0411738875 O 02/01/30
0
3150123 K08/G01 F 94,500.00 ZZ
360 94,500.00 1
1660 FAIRWAY DR 8.375 718.27 75
8.125 718.27 126,000.00
COLUMBIA HEIGHT MN 55421 1 01/14/00 00
0411740251 05 03/01/00 0
0411740251 O 02/01/30
0
3150128 K08/G01 F 123,750.00 ZZ
360 123,750.00 1
2815 INDIAN BOUNDARY 8.875 984.61 75
8.625 984.61 165,000.00
RIVER GROVE IL 60171 1 01/14/00 00
0411752694 05 03/01/00 0
0411752694 O 02/01/30
0
3150481 253/253 F 298,800.00 ZZ
360 298,800.00 1
6255 MASEFIELD COURT 8.250 2,244.79 90
8.000 2,244.79 332,000.00
ALEXANDRIA VA 22304 1 01/10/00 11
0431802438 09 03/01/00 25
947265 O 02/01/30
0
1
3150517 637/G01 F 303,950.00 ZZ
360 303,746.05 1
1649 PEACHWOOD DRIVE 8.000 2,230.28 80
7.750 2,230.28 379,950.00
SAN JOSE CA 95132 1 12/17/99 00
0431804392 05 02/01/00 0
0011005519 O 01/01/30
0
3150797 511/511 F 256,200.00 ZZ
360 256,032.41 1
43425 BARCLAY WAY 8.125 1,902.28 95
7.875 1,902.28 269,730.00
CANTON MI 48188 1 12/29/99 11
109544724 05 02/01/00 30
109544724 O 01/01/30
0
3150938 B60/G01 F 384,000.00 ZZ
360 384,000.00 1
3066 OAK KNOLL DRIVE 8.125 2,851.19 80
7.875 2,851.19 480,000.00
REDWOOD CITY CA 94062 1 01/07/00 00
0431791136 05 03/01/00 0
380965 O 02/01/30
0
3151731 992/G01 F 352,000.00 ZZ
360 352,000.00 1
497 EISENHOWER COURT 8.375 2,675.46 80
8.125 2,675.46 440,000.00
WYCKOFF NJ 07481 1 01/06/00 00
0431783331 05 03/01/00 0
373492 O 02/01/30
0
3151807 992/G01 F 382,500.00 ZZ
360 382,500.00 1
38-02 212TH STREET 8.125 2,840.06 90
7.875 2,840.06 425,000.00
BAYSIDE NY 11361 1 01/13/00 01
0431798321 05 03/01/00 25
374319 O 02/01/30
0
3152721 076/076 F 448,000.00 ZZ
360 446,071.19 1
5261 S STONEHAVEN 8.500 3,444.73 80
8.250 3,444.73 560,000.00
1
SPRINGFIELD MO 65809 1 09/21/99 00
8889174 05 11/01/99 0
8889174 O 10/01/29
0
3152722 076/076 F 295,200.00 ZZ
360 295,006.90 1
5 SUNSET PARK CV 8.125 2,191.86 80
7.875 2,191.86 369,000.00
AUSTIN TX 78734 1 12/10/99 00
1345060 05 02/01/00 0
1345060 O 01/01/30
0
3152723 076/076 F 259,200.00 ZZ
360 258,648.82 1
1708 WEDGEMONT PL 7.750 1,856.94 80
7.500 1,856.94 324,000.00
BAKERSFIELD CA 93311 1 11/15/99 00
1426511 03 01/01/00 0
1426511 O 12/01/29
0
3152724 076/076 F 328,100.00 ZZ
360 327,402.88 1
2704 N 161ST TER 8.125 2,436.13 90
7.875 2,436.13 364,645.00
OMAHA NE 68116 1 11/22/99 10
1667738 05 01/01/00 25
1667738 O 12/01/29
0
3152725 076/076 F 965,000.00 ZZ
360 963,326.30 1
11 WYANDANCH LN 8.750 7,591.66 56
8.500 7,591.66 1,750,000.00
SOUTHAMPTON NY 11968 5 11/22/99 00
1827830 05 01/01/00 0
1827830 O 12/01/29
0
3152726 076/076 F 295,450.00 ZZ
360 294,950.64 1
241 FISH BAYOU RD 8.875 2,350.74 95
8.625 2,350.74 311,000.00
LAKE VILLAGE AR 71653 2 11/09/99 12
1995743 05 01/01/00 30
1995743 O 12/01/29
0
1
3152727 076/076 F 300,000.00 ZZ
360 299,793.54 1
1524 FALCON DRIVE 7.875 2,175.21 62
7.625 2,175.21 486,500.00
WHEATON IL 60187 1 12/03/99 00
2041684 05 02/01/00 0
2041684 O 01/01/30
0
3152728 076/076 F 265,500.00 ZZ
360 265,015.19 1
548 AMITY RD 8.500 2,041.47 90
8.250 2,041.47 295,000.00
WOODBRIDGE CT 06525 1 11/30/99 14
7943809 05 01/01/00 25
7943809 O 12/01/29
0
3152730 076/076 F 280,000.00 ZZ
360 279,374.00 1
1904 DIPLOMAT CT 7.500 1,957.80 80
7.250 1,957.80 350,000.00
FALLS CHURCH VA 22043 1 11/29/99 00
9128003 05 01/01/00 0
9128003 O 12/01/29
0
3152731 076/076 F 266,000.00 ZZ
360 265,816.95 1
14704 DUNWOOD VALLEY 7.875 1,928.68 95
7.625 1,928.68 280,000.00
BOWIE MD 20721 1 12/08/99 10
9563048 05 02/01/00 30
9563048 O 01/01/30
0
3152732 076/076 F 275,800.00 T
360 275,276.47 1
17345 OTTAWA TRL 8.625 2,145.14 60
8.375 2,145.14 465,000.00
WEST OLIVE MI 49460 4 01/21/99 00
9617679 05 01/01/00 0
9617679 O 12/01/29
0
3152733 076/076 F 348,000.00 ZZ
360 347,554.65 1
1
1205 W FLOURNOY 8.250 2,614.41 80
8.000 2,614.41 435,000.00
CHICAGO IL 60607 1 11/17/99 00
9704808 07 01/01/00 0
9704808 O 12/01/29
0
3152735 076/076 F 360,000.00 ZZ
360 359,752.25 1
4 LAKEWOOD PARK 7.875 2,610.25 80
7.625 2,610.25 450,000.00
NORTH LITTLE RO AR 72116 2 12/15/99 00
9252081 05 02/01/00 0
9252081 O 01/01/30
0
3152736 076/076 F 413,600.00 ZZ
360 412,805.16 1
16615 JACKSON OAKS DR 8.250 3,107.24 80
8.000 3,107.24 517,000.00
MORGAN HILL CA 95037 1 11/22/99 00
9318676 03 01/01/00 0
9318676 O 12/01/29
0
3152737 076/076 F 314,000.00 ZZ
360 313,381.01 1
216 LAKEVUE DR 8.125 2,331.45 80
7.875 2,331.45 392,500.00
CRANBERRY TWP PA 16066 1 11/30/99 00
9341994 05 01/01/00 0
9341994 O 12/01/29
0
3152738 076/076 F 320,000.00 ZZ
360 319,785.28 1
242 ST JAMES AVE 8.000 2,348.05 75
7.750 2,348.05 430,000.00
SAINT SIMONS IS GA 31522 2 12/10/99 00
9350065 05 02/01/00 0
9350065 O 01/01/30
0
3152739 076/076 F 684,000.00 ZZ
360 681,741.56 1
504 LAKE VALLEY CT 8.125 5,078.69 80
7.875 5,078.69 855,000.00
FRANKLIN TN 37069 1 10/15/99 00
9354369 03 12/01/99 0
1
9354369 O 11/01/29
0
3152740 076/076 F 310,000.00 ZZ
360 309,603.28 1
19645 INDIAN SUMMR LN 8.250 2,328.93 89
8.000 2,328.93 349,500.00
MONUMENT CO 80132 1 11/19/99 10
9914287 05 01/01/00 25
9914287 O 12/01/29
0
3152741 076/076 F 350,000.00 ZZ
360 349,752.98 1
3014 WILD TURKEY BLF 7.750 2,507.44 66
7.500 2,507.44 532,000.00
BIG CANOE GA 30143 1 12/08/99 00
0670541 05 02/01/00 0
0670541 O 01/01/30
0
3152742 076/076 F 320,000.00 ZZ
360 319,369.20 1
4936 CONSTANCE 8.125 2,375.99 68
7.875 2,375.99 472,554.00
SHAWNEE KS 66216 1 11/10/99 00
9477990 05 01/01/00 0
9477990 O 12/01/29
0
3152743 076/076 F 280,000.00 ZZ
360 279,812.13 1
14837 OAKLINE RD 8.000 2,054.54 80
7.750 2,054.54 350,000.00
POWAY CA 92064 1 12/15/99 00
9523349 05 02/01/00 0
9523349 O 01/01/30
0
3152744 076/076 F 289,750.00 ZZ
360 289,220.92 1
4014 NARVAEZ AVE 8.500 2,227.93 95
8.250 2,227.93 305,000.00
SAN JOSE CA 95136 1 11/30/99 10
9537070 05 01/01/00 30
9537070 O 12/01/29
0
1
3153647 K08/G01 F 625,000.00 ZZ
360 625,000.00 1
8747 HAMMERSMITH LANE 9.000 5,028.89 68
8.750 5,028.89 920,000.00
FAIR OAKS CA 95628 5 01/07/00 00
0411720154 03 03/01/00 0
0411720154 O 02/01/30
0
3153662 K08/G01 F 423,950.00 G
360 423,950.00 1
2775 HUFF DRIVE 7.625 3,000.69 80
7.375 3,000.69 529,950.00
PLEASANTON CA 94588 1 01/07/00 00
0411774763 03 03/01/00 0
0411774763 O 02/01/30
0
3153665 K08/G01 F 330,000.00 ZZ
360 330,000.00 1
139 MAR VISTA DRIVE 8.000 2,421.42 50
7.750 2,421.42 660,000.00
MONTEREY CA 93940 1 01/07/00 00
0411780752 05 03/01/00 0
0411780752 O 02/01/30
0
3154701 A50/A50 F 380,000.00 ZZ
360 379,724.96 1
7314 KINGS MOUNTAIN PLACE 7.625 2,689.62 72
7.375 2,689.62 535,000.00
VESTAVIA HILLS AL 35242 1 12/17/99 00
200665 03 02/01/00 0
200665 O 01/01/30
0
3154761 685/G01 F 65,000.00 ZZ
360 64,956.38 1
745 BIG SPRING DRIVE 8.000 476.95 51
7.750 476.95 128,726.00
BANNING CA 92220 1 12/27/99 00
0431799444 03 02/01/00 0
119889 O 01/01/30
0
3156499 K08/G01 F 175,000.00 ZZ
360 175,000.00 1
13400 STIRLING ROAD 8.375 1,330.13 38
8.125 1,330.13 469,000.00
1
FT LAUDERDALE FL 33330 5 01/13/00 00
0411731367 05 03/01/00 0
0411731367 O 02/01/30
0
3156508 K08/G01 F 332,000.00 ZZ
360 332,000.00 1
10661 BECKFORD AVENUE 8.000 2,436.10 80
7.750 2,436.10 420,000.00
LOS ANGELES CA 91326 1 01/13/00 00
0411762776 05 03/01/00 0
0411762776 O 02/01/30
0
3157490 B64/B64 F 296,000.00 ZZ
360 296,000.00 1
5 ARBOR LN 8.500 2,275.99 80
8.250 2,275.99 370,000.00
MEDIA PA 19063 4 01/07/00 00
00067224 05 03/01/00 0
00067224 O 02/01/30
0
3157592 E60/G01 F 292,500.00 ZZ
360 292,500.00 1
212 LA PAZ CIRCLE 8.500 2,249.08 90
8.250 2,249.08 325,000.00
ARROYO GRANDE CA 93420 1 01/19/00 19
0431809029 05 03/01/00 25
512234 O 02/01/30
0
3158075 624/G01 F 552,000.00 ZZ
360 552,000.00 1
1935 REFUGIO ROAD 8.375 4,195.60 80
8.125 4,195.60 690,000.00
SANTA YNEZ CA 93460 1 01/05/00 00
0431793546 05 03/01/00 0
72011790606F O 02/01/30
0
3158451 F28/G01 F 426,500.00 ZZ
360 424,371.56 1
3216 N MANOR DR W 7.000 2,837.52 75
6.750 2,837.52 570,000.00
PHOENIX AZ 85014 2 07/22/99 00
0431827922 05 09/01/99 0
4762062 O 08/01/29
0
1
3158453 F28/G01 F 500,000.00 ZZ
360 499,559.19 1
6327 NORTH CASA BLANCA ROAD 7.875 3,625.35 42
7.625 3,625.35 1,200,000.00
PARADISE VALLEY AZ 85253 1 12/14/99 00
0431827930 05 02/01/00 0
5255082 O 01/01/30
0
3158454 F28/G01 F 400,000.00 ZZ
360 397,387.23 1
41718 COVINGTON DR 7.125 2,694.87 80
6.875 2,694.87 500,000.00
FREMONT CA 94539 1 05/17/99 00
0431827948 05 07/01/99 0
4645119 O 06/01/29
0
3158455 F28/G01 F 303,200.00 ZZ
360 301,219.53 1
7162 CALABRIA COURT #A 7.125 2,042.71 80
6.875 2,042.71 379,000.00
SAN DIEGO CA 92122 1 05/27/99 00
0431827955 01 07/01/99 0
4758971 O 06/01/29
0
3158456 F28/G01 F 528,000.00 ZZ
360 521,995.42 1
4243 RUBY AV 7.000 3,512.80 80
6.750 3,512.80 660,000.00
SAN JOSE CA 95135 1 06/02/99 00
0431827963 05 07/01/99 0
4793869 O 06/01/29
0
3158457 F28/G01 F 600,000.00 ZZ
360 596,663.60 1
329 LUZON DR 7.250 4,093.06 80
7.000 4,093.06 750,000.00
DEL MAR CA 92014 1 06/16/99 00
0431827971 05 08/01/99 0
4807661 O 07/01/29
0
3158458 F28/G01 F 340,400.00 ZZ
360 338,230.15 1
1
5313 ASTERWOOD DR 7.250 2,322.13 80
7.000 2,322.13 425,545.00
DUBLIN CA 94568 1 05/04/99 00
0431827989 03 07/01/99 0
4807778 O 06/01/29
0
3158459 F28/G01 F 464,000.00 ZZ
360 460,894.48 1
20555 PARADISE LN 7.000 3,087.01 80
6.750 3,087.01 580,000.00
TOPANGA CA 90290 1 05/27/99 00
0431827997 05 07/01/99 0
4838286 O 06/01/29
0
3158460 F28/G01 F 540,000.00 ZZ
360 537,234.43 1
2318 ARALIA STREET 7.250 3,683.75 80
7.000 3,683.75 675,000.00
NEWPORT BEACH CA 92660 1 07/01/99 00
0431828003 03 09/01/99 0
4841211 O 08/01/29
0
3158461 F28/G01 F 292,800.00 ZZ
360 291,508.10 1
816 SHELDON STREET 7.625 2,072.42 80
7.375 2,072.42 366,000.00
EL SEGUNDO CA 90245 1 07/06/99 00
0431828011 05 09/01/99 0
4885550 O 08/01/29
0
3158462 F28/G01 F 258,900.00 ZZ
360 257,813.30 1
13694 KINGSBRIDGE STREET 7.875 1,877.20 80
7.625 1,877.20 323,700.00
WESTMINISTER CA 92683 1 07/01/99 00
0431828037 03 09/01/99 0
4921262 O 08/01/29
0
3158464 F28/G01 F 285,000.00 ZZ
360 283,742.54 1
2011 BRACKEN COURT 7.625 2,017.21 49
7.375 2,017.21 585,000.00
SANTA ROSA CA 95403 1 07/26/99 00
0431828052 03 09/01/99 0
1
4960351 O 08/01/29
0
3158465 F28/G01 F 287,900.00 ZZ
360 286,896.27 1
4961 LADERA VISTA DRIVE 7.875 2,087.47 90
7.625 2,087.47 320,000.00
CAMARILLO CA 93012 1 08/02/99 14
0431828060 03 10/01/99 25
4963841 O 09/01/29
0
3158466 F28/G01 F 410,900.00 ZZ
360 409,087.07 1
38 BRYANT STREET #608 7.625 2,908.32 70
7.375 2,908.32 587,000.00
SAN FRANCISCO CA 94105 1 07/23/99 00
0431828078 06 09/01/99 0
4977512 O 08/01/29
0
3158467 F28/G01 F 260,000.00 ZZ
360 259,065.55 1
2721 DEGEN DR 7.750 1,862.67 80
7.500 1,862.67 325,000.00
BONITA CA 91902 1 08/05/99 00
0431828086 05 10/01/99 0
5006004 O 09/01/29
0
3158468 F28/G01 F 339,500.00 ZZ
360 338,316.37 1
1545 DE ANZA WAY 7.875 2,461.61 70
7.625 2,461.61 485,000.00
SAN JOSE CA 95125 1 08/09/99 00
0431828094 05 10/01/99 0
5022373 O 09/01/29
0
3158470 F28/G01 F 400,000.00 ZZ
360 399,125.97 1
3569 SUNNY MEAD CT 7.625 2,831.17 70
7.375 2,831.17 575,000.00
SAN JOSE CA 95117 1 10/18/99 00
0431828110 05 12/01/99 0
5151212 O 11/01/29
0
1
3158471 F28/G01 F 300,000.00 ZZ
360 299,392.10 1
4728 EGGERS DR 8.000 2,201.29 66
7.750 2,201.29 459,950.00
FREMONT CA 94536 1 10/21/99 00
0431828128 05 12/01/99 0
5160868 O 11/01/29
0
3158473 F28/G01 F 330,000.00 ZZ
360 329,566.81 1
7640 GREENVILLE PLACE 8.125 2,450.24 71
7.875 2,450.24 467,900.00
CASTRO VALLEY CA 94552 1 11/03/99 00
0431828144 05 01/01/00 0
5220183 O 12/01/29
0
3158474 F28/G01 F 339,200.00 ZZ
360 338,458.78 1
1014 41ST ST 7.625 2,400.84 80
7.375 2,400.84 424,000.00
SACRAMENTO CA 95819 1 10/22/99 00
0431828169 05 12/01/99 0
5222807 O 11/01/29
0
3158475 F28/G01 F 400,000.00 ZZ
360 397,720.63 1
700 16TH ST 7.125 2,694.87 80
6.875 2,694.87 500,000.00
BOULDER CO 80302 1 06/09/99 00
0431828177 05 08/01/99 0
4737130 O 07/01/29
0
3158476 F28/G01 F 320,000.00 ZZ
360 318,131.44 1
7 AVOCET CI 7.000 2,128.97 69
6.750 2,128.97 464,900.00
THORNTON CO 80241 1 06/25/99 00
0431828185 03 08/01/99 0
4742973 O 07/01/29
0
3158477 F28/G01 F 750,000.00 ZZ
360 747,575.64 1
10161 PRESTWICK TRAIL 8.250 5,634.50 65
8.000 5,634.50 1,168,249.00
1
LONE TREE CO 80124 1 08/31/99 00
0431828193 03 10/01/99 0
4876326 O 09/01/29
0
3158478 F28/G01 F 540,000.00 ZZ
360 536,922.82 1
2489 COLORADO AVENUE 7.125 3,638.08 78
6.875 3,638.08 693,000.00
BOULDER CO 80302 2 06/25/99 00
0431828201 05 08/01/99 0
4918591 O 07/01/29
0
3158479 F28/G01 F 342,000.00 ZZ
360 341,527.73 1
1600 SNOWY OWL DR 7.875 2,479.74 80
7.625 2,479.74 428,099.00
BROOMFIELD CO 80020 1 11/19/99 00
0431828219 05 01/01/00 0
5139243 O 12/01/29
0
3158480 F28/G01 F 328,000.00 ZZ
360 327,283.29 1
14 ALLEN CI 7.625 2,321.56 73
7.375 2,321.56 453,000.00
EDWARDS CO 81632 1 10/15/99 00
0431828227 05 12/01/99 0
5147487 O 11/01/29
0
3158481 F28/G01 F 267,200.00 T
360 266,710.94 1
1715 LATIGO LOOP 8.500 2,054.54 80
8.250 2,054.54 334,000.00
STEAMBOAT SPRIN CO 80477 1 11/05/99 00
0431828235 07 12/01/99 0
5209004 O 11/01/29
0
3158486 F28/G01 F 276,000.00 ZZ
360 275,824.00 1
1000 VENETIAN AVENUE 8.250 2,073.50 80
UNIT #1001 8.000 2,073.50 345,000.00
MIAMI FL 33139 1 12/15/99 00
0431828292 06 02/01/00 0
5288299 O 01/01/30
0
1
3158487 F28/G01 F 450,000.00 ZZ
360 449,378.60 1
205 CLEAR SPRINGS LN 7.875 3,262.81 80
7.625 3,262.81 563,000.00
PEACHTREE CITY GA 30269 1 11/19/99 00
0431828300 05 01/01/00 0
5034616 O 12/01/29
0
3158489 F28/G01 F 384,000.00 ZZ
360 381,612.80 1
710 WOODMERE LANE 7.125 2,587.08 80
6.875 2,587.08 480,000.00
GLENVIEW IL 60025 1 06/29/99 00
0431828334 05 08/01/99 0
4750008 O 07/01/29
0
3158490 F28/G01 F 315,200.00 ZZ
360 313,447.28 1
4559 NORTH CENTRAL AVENUE 7.250 2,150.22 80
7.000 2,150.22 394,000.00
WESTERN SPRINGS IL 60558 1 06/30/99 00
0431828342 05 08/01/99 0
4819433 O 07/01/29
0
3158491 F28/G01 F 260,000.00 ZZ
360 258,973.54 1
1445 C NORTH CLEVELAND AVENUE 7.250 1,773.66 78
7.000 1,773.66 335,000.00
CHICAGO IL 60610 2 08/02/99 00
0431828359 05 10/01/99 0
4872358 O 09/01/29
0
3158493 F28/G01 F 300,000.00 ZZ
360 298,290.42 1
57 STONE GATE ROAD 7.125 2,021.16 72
6.875 2,021.16 419,000.00
CAPE ELIZABETH ME 04107 1 06/03/99 00
0431828375 05 08/01/99 0
4773802 O 07/01/29
0
3158494 F28/G01 F 394,000.00 ZZ
360 393,748.76 1
1
8 REDDING LN 8.250 2,959.99 80
8.000 2,959.99 492,500.00
FREEPORT ME 04032 1 12/10/99 00
0431828383 05 02/01/00 0
5115583 O 01/01/30
0
3158495 F28/G01 F 300,000.00 T
360 299,822.88 1
12 P RD 8.625 2,333.37 86
8.375 2,333.37 350,000.00
LOVELL ME 04051 1 12/08/99 10
0431828409 05 02/01/00 25
5220076 O 01/01/30
0
3158496 F28/G01 F 510,000.00 ZZ
360 506,668.71 1
3 STONE SPRING CT 7.125 3,435.96 66
6.875 3,435.96 775,000.00
CANTONSVILLE MD 21228 2 05/19/99 00
0431828425 03 07/01/99 0
3890037 O 06/01/29
0
3158497 F28/G01 F 376,000.00 ZZ
360 373,483.43 1
11404 ROCK ELM CT 7.000 2,501.54 80
6.750 2,501.54 470,000.00
MITCHELLVILLE MD 20721 2 05/07/99 00
0431828441 05 07/01/99 0
4776098 O 06/01/29
0
3158500 F28/G01 F 368,000.00 ZZ
360 366,024.87 1
35 ROLAND STREET 6.625 2,356.35 71
6.375 2,356.35 525,455.00
NEWTON MA 02461 1 07/16/99 00
0431828466 05 09/01/99 0
3908452 O 08/01/29
0
3158501 F28/G01 F 356,960.00 ZZ
360 354,925.84 1
63 BALL HILL ROAD 7.125 2,404.90 80
6.875 2,404.90 446,200.00
BERLIN MA 01503 1 06/04/99 00
0431828474 05 08/01/99 0
1
4446235 O 07/01/29
0
3158502 F28/G01 F 296,000.00 ZZ
360 294,077.01 1
32 BEETHOVAN AVE 6.750 1,919.85 80
6.500 1,919.85 370,000.00
WOLPOLE MA 02081 1 06/29/99 00
0431828482 03 08/01/99 0
4603728 O 07/01/29
0
3158503 F28/G01 F 306,720.00 ZZ
360 305,509.11 1
15 CAMPMEETING RD 7.250 2,092.37 80
7.000 2,092.37 383,400.00
TOPSFIELD MA 01983 1 08/06/99 00
0431828490 05 10/01/99 0
4604130 O 09/01/29
0
3158504 F28/G01 F 315,000.00 ZZ
360 313,389.23 1
86 NEHOIDEN ROAD 6.875 2,069.33 39
6.625 2,069.33 825,000.00
NEWTON MA 02468 1 07/19/99 00
0431828508 05 09/01/99 0
4709180 O 08/01/29
0
3158505 F28/G01 F 320,000.00 ZZ
360 318,131.44 1
491 WEBSTER ST 7.000 2,128.97 80
6.750 2,128.97 400,000.00
NEEDHAM MA 02492 1 07/01/99 00
0431800515 05 08/01/99 0
4710838 O 07/01/29
0
3158506 F28/G01 F 575,000.00 ZZ
360 572,199.81 1
140 DUDLEY ROAD 7.125 3,873.88 65
6.875 3,873.88 896,500.00
NEWTON MA 02459 1 07/07/99 00
0431828524 05 09/01/99 0
4750826 O 08/01/29
0
1
3158507 F28/G01 F 400,000.00 ZZ
360 398,497.03 1
18 WALNUT ST 7.500 2,796.86 75
7.250 2,796.86 539,900.00
ACTON MA 01718 1 08/31/99 00
0431828532 01 10/01/99 0
4824621 O 09/01/29
0
3158508 F28/G01 F 442,400.00 ZZ
360 440,245.56 1
454 WASHINGTON STREET 7.125 2,980.53 80
6.875 2,980.53 553,000.00
BROOKLINE MA 02446 1 07/14/99 00
0431828540 05 09/01/99 0
4846891 O 08/01/29
0
3158510 F28/G01 F 350,000.00 ZZ
360 348,336.81 1
22 KNOB HILL STREET 7.250 2,387.62 77
7.000 2,387.62 455,000.00
SHARON MA 02067 1 07/30/99 00
0431828565 05 09/01/99 0
4881613 O 08/01/29
0
3158511 F28/G01 F 319,900.00 ZZ
360 319,656.58 1
15 MAWN DR 7.375 2,209.47 80
7.125 2,209.47 399,900.00
WOBURN MA 01801 1 12/15/99 00
0431828573 05 02/01/00 0
5029198 O 01/01/30
0
3158513 F28/G01 F 510,000.00 ZZ
360 509,649.03 1
9 AVON RD 7.875 3,697.85 75
7.625 3,697.85 689,000.00
BEDFORD MA 01730 1 12/15/99 00
0431828599 05 02/01/00 0
5219649 O 01/01/30
0
3158514 F28/G01 F 400,000.00 ZZ
360 399,731.61 1
4 INGERSOLL ROAD 8.000 2,935.05 71
7.750 2,935.05 564,000.00
1
WELLESLEY MA 02181 1 12/07/99 00
0431828607 05 02/01/00 0
5221264 O 01/01/30
0
3158515 F28/G01 F 300,000.00 ZZ
360 299,544.29 1
21 YORKSHIRE RD 7.625 2,123.38 55
7.375 2,123.38 550,000.00
DOVER MA 02030 1 11/22/99 00
0431828615 05 01/01/00 0
5238377 O 12/01/29
0
3158516 F28/G01 F 385,000.00 ZZ
360 384,481.61 1
5 WADSWORTH ROAD 8.000 2,825.00 69
7.750 2,825.00 565,000.00
SUDBURY MA 01776 1 11/23/99 00
0431828631 05 01/01/00 0
5243613 O 12/01/29
0
3158518 F28/G01 F 391,400.00 ZZ
360 391,150.42 1
875 DALE ST 8.250 2,940.46 95
8.000 2,940.46 412,000.00
N. ANDOVER MA 01845 1 12/10/99 10
0431828649 05 02/01/00 30
5254299 O 01/01/30
0
3158520 F28/G01 F 259,000.00 ZZ
360 258,397.42 1
4891 HADDINGTON DR 8.750 2,037.55 90
8.500 2,037.55 289,000.00
BLOOMFIELD TOWN MI 48034 2 09/20/99 10
0431828664 05 11/01/99 25
5071180 O 10/01/29
0
3158521 F28/G01 F 288,800.00 ZZ
360 288,127.36 1
1314 TRAILSIDE 8.750 2,271.99 95
8.500 2,271.99 304,000.00
WIXOM MI 48393 1 09/02/99 14
0431828672 05 11/01/99 30
5095389 O 10/01/29
0
1
3158522 F28/G01 F 275,850.00 ZZ
360 275,397.11 1
5664 VILLA FRANCE AVENUE 8.625 2,145.54 95
8.375 2,145.54 291,795.00
ANN ARBOR/SCIO MI 48103 1 11/09/99 10
0431828698 01 01/01/00 30
5200656 O 12/01/29
0
3158524 F28/G01 F 399,200.00 ZZ
360 397,255.96 1
12810 43RD AVENUE NORTH 7.125 2,689.48 80
6.875 2,689.48 499,000.00
PLYMOUTH MN 55442 1 07/09/99 00
0431828706 05 09/01/99 0
4862308 O 08/01/29
0
3158525 F28/G01 F 285,600.00 ZZ
360 283,995.11 1
222 EXETER PL 7.250 1,948.30 80
7.000 1,948.30 357,000.00
SAINT PAUL MN 55104 1 07/13/99 00
0431828714 05 09/01/99 0
4862449 O 08/01/29
0
3158526 F28/G01 F 304,000.00 ZZ
360 302,445.52 1
17856 SUZANNE RIDGE DRIVE 6.875 1,997.06 80
6.625 1,997.06 380,743.00
WILDWOOD MO 63038 1 07/09/99 00
0431828722 05 09/01/99 0
4754663 O 08/01/29
0
3158529 F28/G01 F 296,250.00 ZZ
360 294,567.36 1
86 COOPER AV 8.750 2,330.60 75
8.500 2,330.60 395,000.00
WEST LONG BRANC NJ 07764 1 12/07/99 00
0431828763 05 02/01/00 0
5278835 O 01/01/30
0
3158530 F28/G01 F 265,000.00 ZZ
360 264,225.47 1
1
3458 CAREY LN 7.625 1,875.65 86
7.375 1,875.65 309,000.00
BALDWIN NY 11510 1 09/13/99 14
0431828789 05 11/01/99 25
5042454 O 10/01/29
0
3158531 F28/G01 F 344,000.00 T
360 342,087.11 1
794 APOLLO RD 7.250 2,346.69 80
7.000 2,346.69 430,000.00
COROLLA NC 27927 2 06/22/99 00
0431828805 03 08/01/99 0
4728600 O 07/01/29
0
3158532 F28/G01 F 448,000.00 ZZ
360 444,586.84 1
602 HOGAN'S VALLEY WY 6.875 2,943.05 80
6.625 2,943.05 560,000.00
CARY NC 27513 1 06/01/99 00
0431828813 03 08/01/99 0
4740456 O 07/01/29
0
3158533 F28/G01 F 263,200.00 T
360 261,381.19 1
868 COROLLA DRIVE 7.000 1,751.08 80
6.750 1,751.08 329,000.00
COROLLA NC 27927 1 05/28/99 00
0431828821 05 07/01/99 0
4772988 O 06/01/29
0
3158534 F28/G01 F 271,200.00 T
360 269,384.87 1
118 SPRIGTAIL DRIVE 7.000 1,804.30 80
6.750 1,804.30 339,000.00
DUCK NC 27949 1 05/28/99 00
0431828839 05 07/01/99 0
4782845 O 06/01/29
0
3158535 F28/G01 F 352,000.00 ZZ
360 349,894.01 1
100 KAMPRATH PLACE 6.875 2,312.39 80
6.625 2,312.39 440,000.00
MORRISVILLE NC 27560 1 06/03/99 00
0431828854 03 08/01/99 0
1
4783405 O 07/01/29
0
3158537 F28/G01 F 312,000.00 T
360 310,178.19 1
41889 OCEAN VIEW DR 7.000 2,075.74 80
6.750 2,075.74 390,000.00
AVON NC 27915 1 06/04/99 00
0431828870 05 08/01/99 0
4824829 O 07/01/29
0
3158539 F28/G01 F 315,000.00 T
360 310,372.89 1
9936 LOUISE HOWARD COURT WEST 7.375 2,175.63 90
7.125 2,175.63 350,000.00
EMERALD ISLE NC 28594 1 06/11/99 04
0431828904 01 08/01/99 25
4837237 O 07/01/29
0
3158540 F28/G01 F 328,000.00 ZZ
360 323,604.62 1
2971 BRIGHTON ROAD 7.000 2,182.20 80
6.750 2,182.20 410,000.00
SHAKER HEIGHTS OH 44122 1 05/24/99 00
0431828912 05 07/01/99 0
4856625 O 06/01/29
0
3158541 F28/G01 F 280,000.00 ZZ
360 279,372.69 1
17874 SOUTHWEST LOXLEY DR 7.500 1,957.81 80
7.250 1,957.81 350,000.00
BEAVERTON OR 97007 1 10/27/99 00
0431828938 05 12/01/99 0
5031986 O 11/01/29
0
3158542 F28/G01 F 310,000.00 ZZ
360 307,320.49 1
933 HEATHERSTONE DRIVE 6.500 1,959.41 80
6.250 1,959.41 387,500.00
BERWYN PA 19312 1 06/24/99 00
0431828946 03 08/01/99 0
4829764 O 07/01/29
0
1
3158544 F28/G01 F 300,000.00 ZZ
360 299,793.54 1
39 LINKSIDE COURT 7.875 2,175.21 77
7.625 2,175.21 390,000.00
ISLE OF PALMS SC 29451 1 12/20/99 00
0431828979 09 02/01/00 0
5271440 O 01/01/30
0
3158545 F28/G01 F 431,000.00 ZZ
360 420,631.01 1
9109 CLEAR LAKE DR 7.500 3,013.61 67
7.250 3,013.61 650,000.00
DALLAS TX 75225 2 07/22/99 00
0431828995 05 09/01/99 0
4924480 O 08/01/29
0
3158548 F28/G01 F 282,300.00 ZZ
360 282,110.58 1
1909 CANTERBURY AVENUE 8.000 2,071.42 80
7.750 2,071.42 352,900.00
HOUSTON TX 77030 1 12/06/99 00
0431829043 05 02/01/00 0
5216512 O 01/01/30
0
3158549 F28/G01 F 335,000.00 ZZ
360 332,896.50 1
4056 N 27TH ROAD 6.625 2,145.04 65
6.375 2,145.04 520,000.00
ARLINGTON VA 22207 1 06/28/99 00
0431829050 05 08/01/99 0
4764498 O 07/01/29
0
3158550 F28/G01 F 278,000.00 ZZ
360 277,187.45 1
1100 CARPER ST 7.625 1,967.67 80
7.375 1,967.67 347,500.00
MCLEAN VA 22101 1 09/29/99 00
0431829076 05 11/01/99 0
5131347 O 10/01/29
0
3158551 F28/G01 F 388,800.00 ZZ
360 386,196.99 1
9415 NORTHEAST 26TH ST 7.000 2,586.70 80
6.750 2,586.70 486,000.00
1
CLYDE HILL WA 98004 1 05/05/99 00
0431829084 05 07/01/99 0
4712016 O 06/01/29
0
3158552 F28/G01 F 517,600.00 ZZ
360 515,702.93 1
10130 MARINE VIEW DRIVE 7.625 3,663.54 80
7.375 3,663.54 647,000.00
MUKILTEO WA 98275 1 08/25/99 00
0431829092 05 10/01/99 0
5053947 O 09/01/29
0
3158553 F28/G01 F 500,000.00 ZZ
360 498,300.06 1
11718 ARROW POINT DR 8.000 3,668.82 79
7.750 3,668.82 635,000.00
BAINBRIDGE ISLA WA 98110 1 08/23/99 00
0431829100 05 10/01/99 0
5058197 O 09/01/29
0
3158555 F28/G01 F 311,200.00 ZZ
360 310,780.98 1
10807 180TH COURT NORTHEAST 8.000 2,283.48 80
7.750 2,283.48 389,000.00
REDMOND WA 98052 1 11/11/99 00
0431829126 03 01/01/00 0
5234861 O 12/01/29
0
3159192 M32/M32 F 315,000.00 ZZ
360 315,000.00 1
383 BEACON STREET 8.000 2,311.36 100
7.750 2,311.36 315,000.00
BOSTON MA 02116 1 01/14/00 00
500915202 01 03/01/00 0
500915202 O 02/01/30
0
3159551 K08/G01 F 309,600.00 ZZ
360 309,600.00 1
445 INNWOOD ROAD 8.250 2,325.92 80
8.000 2,325.92 387,000.00
SIMI VALLEY CA 93065 1 01/14/00 00
0411738107 03 03/01/00 0
0411738107 O 02/01/30
0
1
3159562 K08/G01 F 342,400.00 ZZ
360 342,400.00 1
12841 BLOOMFIELD STREET UNIT30 8.375 2,602.49 80
8.125 2,602.49 428,000.00
STUDIO CITY CA 91604 2 01/11/00 00
0411764855 01 03/01/00 0
0411764855 O 02/01/30
0
3159574 K08/G01 F 448,000.00 ZZ
360 448,000.00 1
8798 SW 62ND COURT 8.500 3,444.73 70
8.250 3,444.73 640,000.00
SOUTH MIAMI FL 33143 5 01/14/00 00
0411790611 03 03/01/00 0
0411790611 O 02/01/30
0
3159575 K08/G01 F 279,200.00 ZZ
360 279,200.00 1
1161 TRABUCO OAK DRIVE 7.750 2,000.22 80
7.500 2,000.22 352,211.00
SIMI VALLEY CA 93065 1 01/14/00 00
0411791429 03 03/01/00 0
0411791429 O 02/01/30
0
3162594 K08/G01 F 175,200.00 ZZ
360 175,200.00 1
20780 INDIAN DRIVE 7.875 1,270.32 80
7.625 1,270.32 219,000.00
COLFAX CA 95713 1 01/11/00 00
0411734072 05 03/01/00 0
0411734072 O 02/01/30
0
3162605 K08/G01 F 56,000.00 ZZ
360 56,000.00 1
2135 W. GREENWOOD DRIVE 8.375 425.64 35
8.125 425.64 161,000.00
GRAND JUNCTION CO 81503 1 01/19/00 00
0411774417 05 03/01/00 0
0411774417 O 02/01/30
0
3162609 K08/G01 F 217,000.00 ZZ
360 217,000.00 1
1
817 LADY OF THE LAKE BOULEVARD 9.125 1,765.58 55
8.875 1,765.58 398,673.00
LEWISVILLE TX 75056 5 01/17/00 00
0411779044 03 03/01/00 0
0411779044 O 02/01/30
0
3162726 696/G01 F 318,450.00 ZZ
360 318,450.00 1
4885 ANNAMOHR DRIVE 8.500 2,448.60 75
8.250 2,448.60 424,665.00
FAIRFAX VA 22030 1 01/20/00 00
0431801729 03 03/01/00 0
30199245 O 02/01/30
0
3166680 K08/G01 F 191,500.00 ZZ
360 191,500.00 1
7785 SOUTHWEST 120TH STRE 8.625 1,489.47 65
8.375 1,489.47 295,000.00
MIAMI FL 33156 5 01/18/00 00
0411776727 05 03/01/00 0
0411776727 O 02/01/30
0
3166690 K08/G01 F 124,000.00 ZZ
360 124,000.00 1
320 SEDGEWICK ST. 8.250 931.57 79
8.000 931.57 157,000.00
CARPENTERSVILLE IL 60110 2 01/19/00 00
0411790777 05 03/01/00 0
0411790777 O 02/01/30
0
3167030 696/G01 F 272,000.00 ZZ
360 272,000.00 1
9818 FOSBAK DRIVE 8.125 2,019.59 80
7.875 2,019.59 340,000.00
VIENNA VA 22182 1 01/20/00 00
0431802685 03 03/01/00 0
22699235 O 02/01/30
0
3169907 K08/G01 F 582,000.00 ZZ
360 582,000.00 1
79 BATES BOULEVARD 8.000 4,270.51 80
7.750 4,270.51 730,000.00
ORINDA CA 94563 1 01/18/00 00
0411766124 05 03/01/00 0
1
0411766124 O 02/01/30
0
3170017 696/G01 F 420,000.00 ZZ
360 420,000.00 1
4119 N. RIDGEVIEW ROAD 8.500 3,229.44 70
8.250 3,229.44 600,000.00
MCLEAN VA 22101 2 01/21/00 00
0431804640 05 03/01/00 0
23199081 O 02/01/30
0
3170806 076/076 F 383,000.00 ZZ
360 382,722.80 1
517 HOPE AVENUE 7.625 2,710.86 80
7.375 2,710.86 479,000.00
FRANKLIN TN 37067 1 12/10/99 00
1165070 03 02/01/00 0
1165070 O 01/01/30
0
3170807 076/076 F 344,250.00 ZZ
360 344,030.48 1
202 SAWGRASS DRIVE 8.250 2,586.24 75
8.000 2,586.24 459,000.00
PALOS HEIGHTS IL 60463 1 12/23/99 00
1308237 05 02/01/00 0
1308237 O 01/01/30
0
3170808 076/076 F 470,000.00 ZZ
360 466,498.51 1
37 SUNSET ROAD 8.000 3,448.69 69
7.750 3,448.69 690,000.00
BLOOMINGTON IL 61701 1 09/17/99 00
1248728 05 11/01/99 0
1248728 O 10/01/29
0
3170809 076/076 F 420,000.00 ZZ
360 419,718.19 1
2421 SWITCHBACK ROAD 8.000 3,081.81 67
7.750 3,081.81 635,000.00
LINCOLN NE 68512 2 12/14/99 00
1334191 03 02/01/00 0
1334191 O 01/01/30
0
1
3170810 076/076 F 500,000.00 ZZ
360 499,647.11 1
34 HIAWATHA LANE 7.750 3,582.07 84
7.500 3,582.07 600,000.00
CONWAY AR 72032 2 12/22/99 12
9295771 05 02/01/00 12
9295771 O 01/01/30
0
3170811 076/076 F 320,000.00 ZZ
360 319,790.68 1
310 HIGHLAND PRK DR 8.125 2,375.99 80
7.875 2,375.99 400,000.00
BIRMINGHAM AL 35242 1 12/14/99 00
9338567 05 02/01/00 0
9338567 O 01/01/30
0
3170812 076/076 F 279,108.00 ZZ
360 278,900.86 1
576 SUGARFOOT ST 7.500 1,951.56 80
7.250 1,951.56 348,885.00
CASTLE ROCK CO 80104 1 12/10/99 00
9424941 03 02/01/00 0
9424941 O 01/01/30
0
3170813 076/076 F 287,738.00 ZZ
360 287,563.69 1
3909 RIDGETOP LANE 8.500 2,212.46 80
8.250 2,212.46 359,673.00
PLANO TX 75025 1 12/10/99 00
9659063 03 02/01/00 0
9659063 O 01/01/30
0
3170814 076/076 F 242,100.00 ZZ
360 241,570.97 1
10709 SUMMERTON DR 7.625 1,713.57 80
7.375 1,713.57 302,655.00
NORTH HILLS NC 27614 1 10/29/99 00
9692307 03 12/01/99 0
9692307 O 11/01/29
0
3170815 076/076 F 316,000.00 ZZ
360 315,782.53 1
4065 EAST ZION ROAD 7.875 2,291.22 80
7.625 2,291.22 395,000.00
1
SPRINGDALE AR 72764 2 12/14/99 00
9696033 05 02/01/00 0
9696033 O 01/01/30
0
3170816 076/076 F 420,000.00 ZZ
360 419,718.19 1
5915E EXETER BLVD 8.000 3,081.81 77
7.750 3,081.81 550,000.00
PHOENIX AZ 85018 1 12/28/99 00
9706627 05 02/01/00 0
9706627 O 01/01/30
0
3170817 076/076 F 272,070.00 ZZ
360 271,882.76 1
4943 SW329TH WAY 7.875 1,972.70 90
7.625 1,972.70 302,300.00
FEDERAL WAY WA 98023 1 12/13/99 12
9990894 05 02/01/00 25
9990894 O 01/01/30
0
3170818 076/076 F 340,224.00 ZZ
360 339,995.72 1
8 COTTONWOOD DRIVE 8.000 2,496.44 90
7.750 2,496.44 378,100.00
LUMBERTON TOWNS NJ 08036 1 12/28/99 12
1474438 05 02/01/00 25
1474438 O 01/01/30
0
3170819 076/076 F 370,000.00 ZZ
360 369,757.97 1
12001 SOUTH 90TH STREET 8.125 2,747.24 62
7.875 2,747.24 600,000.00
PAPILLION NE 68046 2 12/07/99 00
1854621 05 02/01/00 0
1854621 O 01/01/30
0
3170820 076/076 F 259,000.00 ZZ
360 258,834.84 1
108 SWAN RANGE DRIVE 8.250 1,945.78 63
8.000 1,945.78 417,000.00
BIGFORK MT 59911 2 12/10/99 00
3772867 05 02/01/00 0
3772867 O 01/01/30
0
1
3171145 F97/F97 F 650,000.00 ZZ
240 650,000.00 1
626 GREENLEAF AVENUE 8.125 5,487.54 80
7.875 5,487.54 820,000.00
GLENCOE IL 60022 1 01/14/00 00
02000192352 05 03/01/00 0
02000192352 O 02/01/20
0
3171743 562/G01 F 357,600.00 ZZ
360 357,399.52 3
1861 PAULDING AVENUE 8.875 2,845.23 80
8.625 2,845.23 447,000.00
BRONX NY 10462 1 12/30/99 00
0431817535 05 02/01/00 0
631581 O 01/01/30
0
3172318 685/G01 F 303,250.00 ZZ
360 303,250.00 1
12617 CANYONWIND ROAD 8.500 2,331.74 80
8.250 2,331.74 379,098.00
RIVERSIDE CA 92503 1 01/05/00 00
0431818376 05 03/01/00 0
601222 O 02/01/30
0
3172618 K08/G01 F 114,700.00 ZZ
360 114,700.00 1
2537 SOUTH DAWSON COURT 8.250 861.70 74
8.000 861.70 156,000.00
AURORA CO 80014 2 01/20/00 00
0411716475 05 03/01/00 0
0411716475 O 02/01/30
0
3172626 K08/G01 F 110,000.00 ZZ
360 110,000.00 1
8 RIVERVIEW DRIVE 8.750 865.37 63
8.500 865.37 175,000.00
MIDDLETON MA 01949 2 01/20/00 00
0411761141 05 03/01/00 0
0411761141 O 02/01/30
0
3172627 K08/G01 F 500,000.00 ZZ
360 500,000.00 1
1
1539 LARKFIELD AVE (WESTLAKE 8.000 3,668.82 46
AREA VLG) 7.750 3,668.82 1,100,000.00
THOUSAND OAKS CA 91362 1 01/13/00 00
0411767718 05 03/01/00 0
0411767718 O 02/01/30
0
3172672 696/G01 F 510,900.00 ZZ
360 510,900.00 1
12713 OX MEADOW DRIVE 8.625 3,973.73 80
8.375 3,973.73 638,668.00
OAK HILL VA 20171 1 01/27/00 00
0431805548 03 03/01/00 0
23300001 O 02/01/30
0
3172673 696/G01 F 317,600.00 ZZ
360 317,600.00 1
5911 WELBORN DRIVE 7.875 2,302.82 80
7.625 2,302.82 397,000.00
BETHESDA MD 20816 1 01/27/00 00
0431805522 05 03/01/00 0
31999125 O 02/01/30
0
3172816 E82/G01 F 550,400.00 ZZ
360 550,400.00 1
2603 MONSERAT AVENUE 8.125 4,086.70 80
7.875 4,086.70 688,000.00
BELMONT CA 94002 1 01/18/00 00
0400246088 05 03/01/00 0
0400246088 O 02/01/30
0
3172817 E82/G01 F 278,000.00 ZZ
360 278,000.00 1
6 EASTWIND STREET #310 7.875 2,015.69 56
7.625 2,015.69 505,000.00
LOS ANGELES CA 90292 2 01/25/00 00
0400246492 01 03/01/00 0
1744052 O 02/01/30
0
3173892 685/G01 F 297,550.00 ZZ
360 297,550.00 1
2674 STEEPLECHASE WAY 8.625 2,314.32 80
8.375 2,314.32 371,990.00
NORCO CA 91760 1 01/19/00 00
0431813179 05 03/01/00 0
1
602015 O 02/01/30
0
3173922 685/G01 F 366,350.00 ZZ
360 366,350.00 1
12250 TULIP TREE CIRCLE 8.500 2,816.92 80
8.250 2,816.92 457,964.00
RIVERSIDE CA 92503 1 01/18/00 00
0431807221 05 03/01/00 0
601897 O 02/01/30
0
3175426 K08/G01 F 419,900.00 ZZ
360 419,900.00 1
1734 EMBASSY CIRCLE 8.375 3,191.54 80
8.125 3,191.54 524,900.00
LIVERMORE CA 94550 1 01/20/00 00
0411756661 05 03/01/00 0
0411756661 O 02/01/30
0
3175429 K08/G01 F 173,600.00 ZZ
360 173,600.00 1
8985 REDWOOD DRIVE 8.625 1,350.24 80
8.375 1,350.24 217,000.00
BEN LOMOND CA 95005 1 01/20/00 00
0411771256 05 03/01/00 0
0411771256 O 02/01/30
0
3175442 K08/G01 F 350,000.00 ZZ
360 350,000.00 1
3609 HARVARD AVENUE 8.000 2,568.18 36
7.750 2,568.18 999,000.00
HIGHLAND PARK TX 75205 1 01/26/00 00
0411810799 05 03/01/00 0
0411810799 O 02/01/30
0
3175828 696/G01 F 377,400.00 ZZ
360 377,400.00 1
10220 SHINING WILLOW DRIVE 8.375 2,868.51 80
8.125 2,868.51 471,769.00
ROCKVILLE MD 20850 1 01/27/00 00
0431810100 03 03/01/00 0
32799166 O 02/01/30
0
1
3175831 696/G01 F 313,950.00 ZZ
360 313,950.00 1
5596 JARIST DRIVE 7.750 2,249.18 80
7.500 2,249.18 392,455.00
CLIFTON VA 20124 1 01/28/00 00
0431812015 03 03/01/00 0
25199002 O 02/01/30
0
3176671 227/G01 F 405,240.00 ZZ
360 405,240.00 1
910 WALNUT FALLS CIRCLE 8.250 3,044.44 80
8.000 3,044.44 506,550.00
MANSFIELD TX 76063 1 01/21/00 00
0431809383 03 03/01/00 0
1801554 O 02/01/30
0
3177411 685/G01 F 139,150.00 ZZ
360 139,150.00 1
12173 LOREZ DRIVE 8.500 1,069.95 80
8.250 1,069.95 173,968.00
MORENO VALLEY CA 92557 1 01/26/00 00
0431813427 05 03/01/00 0
120031 O 02/01/30
0
3178934 K08/G01 F 111,150.00 ZZ
360 111,150.00 1
4818 BRIARBEND DRIVE 8.625 864.51 80
8.375 864.51 139,000.00
HOUSTON TX 77035 1 01/28/00 00
0411788128 03 03/01/00 0
0411788128 O 02/01/30
0
3178935 K08/G01 F 131,200.00 ZZ
360 131,200.00 1
2133 PLUMAS STREET 8.500 1,008.81 66
8.250 1,008.81 200,000.00
RENO NV 89509 2 01/24/00 00
0411788193 05 03/01/00 0
0411788193 O 02/01/30
0
3179101 M32/M32 F 649,950.00 ZZ
360 649,950.00 1
2530 AUGUSTA DRIVE 8.250 4,882.86 97
8.000 4,882.86 675,000.00
1
NAPLES FL 34109 1 01/21/00 00
501278006 05 03/01/00 0
501278006 O 02/01/30
0
3179939 696/G01 F 193,600.00 ZZ
360 193,600.00 1
6 INDIAN GRASS COURT 8.250 1,454.45 80
8.000 1,454.45 242,000.00
GERMANTOWN MD 20874 1 01/31/00 00
0431815604 03 03/01/00 0
31999136 O 02/01/30
0
3182002 K08/G01 F 304,000.00 ZZ
360 304,000.00 1
3249 NORTH RANCHO EL ENCINO 8.500 2,337.50 80
8.250 2,337.50 380,000.00
COVINA CA 91724 2 01/25/00 00
0411762974 05 03/01/00 0
0411762974 O 02/01/30
0
3182010 K08/G01 F 221,250.00 ZZ
360 221,250.00 1
3944 S. ALLISON COURT 8.625 1,720.86 69
8.375 1,720.86 321,240.00
LAKEWOOD CO 80235 1 01/31/00 00
0411780919 03 03/01/00 0
0411780919 O 02/01/30
0
3182018 K08/G01 F 380,000.00 ZZ
360 380,000.00 1
15 SHELFORD AVENUE 8.875 3,023.45 68
8.625 3,023.45 560,000.00
SAN CARLOS CA 94070 5 01/25/00 00
0411791676 05 03/01/00 0
0411791676 O 02/01/30
0
3182023 K08/G01 F 135,200.00 ZZ
360 135,200.00 1
1638 PAUL AVE 8.875 1,075.71 80
8.625 1,075.71 170,000.00
GLENDALE HEIGHT IL 60139 2 01/26/00 00
0411795875 05 03/01/00 0
0411795875 O 02/01/30
0
1
3182150 696/G01 F 300,000.00 ZZ
360 300,000.00 1
10409 LLOYD ROAD 8.125 2,227.49 69
7.875 2,227.49 439,000.00
POTOMAC MD 20854 1 02/01/00 00
0431818897 05 03/01/00 0
32999236 O 02/01/30
0
3182151 696/G01 F 392,250.00 ZZ
360 392,250.00 1
10207 SHINING WILLOW DRIVE 8.375 2,981.38 80
8.125 2,981.38 490,332.00
ROCKVILLE MD 20850 1 01/31/00 00
0431818921 03 03/01/00 0
32700005 O 02/01/30
0
3184082 377/G01 F 326,000.00 ZZ
360 326,000.00 1
124 HICKORY ROAD 8.625 2,535.60 80
8.375 2,535.60 407,500.00
NAPLES FL 34108 1 01/26/00 00
0431822600 05 03/01/00 0
7363922 O 02/01/30
0
3184955 K08/G01 F 268,000.00 ZZ
360 268,000.00 1
35407 GUSTAVO COURT 8.375 2,036.99 80
8.125 2,036.99 335,000.00
FREMONT CA 94555 1 01/25/00 00
0411794779 05 03/01/00 0
0411794779 O 02/01/30
0
3185250 696/G01 F 407,000.00 ZZ
360 407,000.00 1
21525 RIPPLEMEAD DRIVE 8.625 3,165.60 80
8.375 3,165.60 510,000.00
LAYTONSVILLE MD 20882 4 01/01/00 00
0431822360 03 03/01/00 0
10000006 O 02/01/30
0
3185993 P60/G01 F 527,511.28 ZZ
360 526,691.79 1
1
3276 RIVERWOOD COURT 8.625 4,102.93 79
8.375 4,102.93 670,000.00
PERRYSBURG OH 43551 2 12/01/99 00
0431824945 05 01/01/00 0
6100034893 O 12/01/29
0
3186029 025/025 F 499,450.00 ZZ
360 499,114.88 1
910 BRIDLE LANE 8.000 3,664.79 80
7.750 3,664.79 624,638.00
CARY IL 60013 1 12/16/99 00
0110878790 05 02/01/00 0
0110878790 O 01/01/30
0
3187732 K08/G01 F 295,800.00 ZZ
360 295,800.00 1
3377 COASTAL OAK DRIVE 8.375 2,248.29 80
8.125 2,248.29 369,842.00
SIMI VALLEY CA 93065 1 01/24/00 00
0411797228 03 03/01/00 0
0411797228 O 02/01/30
0
3187739 K08/G01 F 118,000.00 ZZ
360 118,000.00 1
180 N. LAKESIDE BLVD. 8.375 896.89 65
8.125 896.89 182,000.00
LAKESIDE MT 59922 2 01/28/00 00
0411810138 05 03/01/00 0
0411810138 O 02/01/30
0
3189140 696/G01 F 232,100.00 ZZ
360 232,100.00 1
11108 EAGLETRACE DRIVE 8.500 1,784.65 80
8.250 1,784.65 290,180.00
NEW MARKET MD 21774 1 01/31/00 00
0431823632 03 03/01/00 0
30400002 O 02/01/30
0
3190637 696/G01 F 221,350.00 ZZ
360 221,350.00 1
5045 CELESTIAL LANE 8.625 1,721.64 80
8.375 1,721.64 276,715.00
BRANDYWINE MD 20613 1 02/04/00 00
0431827237 05 03/01/00 0
1
30100008 O 02/01/30
0
3190638 696/G01 F 368,000.00 ZZ
360 368,000.00 1
15811 LAUGHLIN LANE 8.750 2,895.06 80
8.500 2,895.06 460,000.00
SILVER SPRING MD 20906 4 02/02/00 00
0431827252 05 03/01/00 0
10000005 O 02/01/30
0
3191384 637/G01 F 270,400.00 ZZ
360 270,400.00 1
588 MEKLER DRIVE 8.500 2,079.15 80
8.250 2,079.15 338,000.00
SAN JOSE CA 95111 1 01/21/00 00
0431827161 05 03/01/00 0
0011006483 O 02/01/30
0
TOTAL NUMBER OF LOANS : 1,275
TOTAL ORIGINAL BALANCE : 421,672,084.99
TOTAL PRINCIPAL BALANCE : 420,915,989.04
TOTAL ORIGINAL P+I : 3,104,300.66
TOTAL CURRENT P+I : 3,104,300.66
***************************
* END OF REPORT *
***************************
1
RUN ON : 02/23/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.55.21 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 2000-S2 CUTOFF : 02/01/00
POOL : 0004424
:
:
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
------------------------------------------------------------------------
1482173 .2500
259,124.59 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
1808122 .2500
152,184.15 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1849885 .2500
291,408.31 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1851891 .2500
598,775.84 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1886155 .2500
647,065.54 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1943731 .2500
547,778.82 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
1943773 .2500
245,765.45 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1945659 .2500
251,745.55 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1950755 .2500
99,875.26 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1953064 .2500
260,370.43 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1953910 .2500
173,940.35 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1953924 .2500
72,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1954578 .2500
512,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1955930 .2500
419,752.03 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
1
1955973 .2500
398,090.22 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1955974 .2500
492,074.28 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1956080 .2500
279,623.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1956445 .2500
441,810.81 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1956804 .2500
299,376.55 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1957322 .2500
256,088.26 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1957615 .2500
76,118.96 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1957617 .2500
246,829.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1
1958414 .2500
299,616.08 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1958653 .2500
286,822.99 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1958836 .2500
280,331.52 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1958857 .2500
382,696.97 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1958939 .2500
179,668.96 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1958952 .2500
268,247.41 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1959065 .2500
296,250.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1959274 .2500
439,376.91 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1
1960287 .2500
393,755.14 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1960310 .2500
536,315.37 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1960320 .2500
271,569.39 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1960329 .2500
479,337.17 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1960337 .2500
558,312.03 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
1960338 .2500
366,530.35 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1960344 .2500
447,381.36 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1960347 .2500
599,192.14 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1
1960365 .2500
267,230.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1960368 .2500
408,684.85 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1960518 .2500
215,716.46 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1960741 .2500
349,504.36 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1960746 .2500
319,500.95 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1960748 .2500
326,759.34 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1960751 .2500
319,506.58 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1960753 .2500
274,130.41 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1
1960754 .2500
337,533.27 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1960755 .2500
409,389.54 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1960756 .2500
287,649.82 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1960893 .2500
637,061.27 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1960997 .2500
301,572.34 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1961016 .2500
308,523.37 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
1961044 .2500
255,394.41 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1961056 .2500
265,623.30 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1
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7.5000 .1700
3170817 .2500
271,882.76 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3170818 .2500
339,995.72 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3170819 .2500
369,757.97 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3170820 .2500
258,834.84 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3171145 .2500
650,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3171743 .2500
357,399.52 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.5000 1.0450
3172318 .2500
303,250.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1
3172618 .2500
114,700.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3172626 .2500
110,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
3172627 .2500
500,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3172672 .2500
510,900.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3172673 .2500
317,600.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3172816 .2500
550,400.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3172817 .2500
278,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3173892 .2500
297,550.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
1
3173922 .2500
366,350.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3175426 .2500
419,900.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3175429 .2500
173,600.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3175442 .2500
350,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3175828 .2500
377,400.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3175831 .2500
313,950.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
3176671 .2500
405,240.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3177411 .2500
139,150.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1
3178934 .2500
111,150.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3178935 .2500
131,200.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3179101 .2500
649,950.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3179939 .2500
193,600.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3182002 .2500
304,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3182010 .2500
221,250.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3182018 .2500
380,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.5000 1.0450
3182023 .2500
135,200.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.5000 1.0450
1
3182150 .2500
300,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3182151 .2500
392,250.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3184082 .2500
326,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3184955 .2500
268,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3185250 .2500
407,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3185993 .2500
526,691.79 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3186029 .2500
499,114.88 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3187732 .2500
295,800.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1
3187739 .2500
118,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3189140 .2500
232,100.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3190637 .2500
221,350.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
3190638 .2500
368,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
3191384 .2500
270,400.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
TOTAL NUMBER OF LOANS: 1275
TOTAL BALANCE........: 420,915,989.04
1
RUN ON : 02/23/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.55.21 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 2000-S2 FIXED SUMMARY REPORT CUTOFF : 02/01/00
POOL : 0004424
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 8.0254 6.3750 9.2500
RFC NET RATE 7.7754 6.1250 9.0000
NET MTG RATE(INVSTR RATE) 7.7075 6.0950 8.9200
POST STRIP RATE 7.4317 6.0950 7.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0679 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2758 .0000 1.4200
TOTAL NUMBER OF LOANS: 1275
TOTAL BALANCE........: 420,915,989.04
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
1965095 "$369,191.80 " 0.06095 0.187333333 "$69,161.93 "
1965085 "$498,366.58 " 0.0622 0.170666667 "$85,054.56 "
3158542 "$307,320.49 " 0.0622 0.170666667 "$52,449.36 "
1965177 "$299,826.75 " 0.06345 0.154 "$46,173.32 "
1965255 "$271,881.14 " 0.06345 0.154 "$41,869.70 "
3158500 "$366,024.87 " 0.06345 0.154 "$56,367.83 "
3158549 "$332,896.50 " 0.06345 0.154 "$51,266.06 "
3158502 "$294,077.01 " 0.0647 0.137333333 "$40,386.58 "
1965377 "$259,153.13 " 0.06595 0.120666667 "$31,271.14 "
3158532 "$444,586.84 " 0.06595 0.120666667 "$53,646.81 "
3158504 "$313,389.23 " 0.06595 0.120666667 "$37,815.63 "
3158526 "$302,445.52 " 0.06595 0.120666667 "$36,495.09 "
3158535 "$349,894.01 " 0.06595 0.120666667 "$42,220.54 "
3158505 "$318,131.44 " 0.0672 0.104 "$33,085.67 "
3158476 "$318,131.44 " 0.0672 0.104 "$33,085.67 "
3158533 "$261,381.19 " 0.0672 0.104 "$27,183.64 "
3158459 "$460,894.48 " 0.0672 0.104 "$47,933.03 "
3158497 "$373,483.43 " 0.0672 0.104 "$38,842.28 "
3158551 "$386,196.99 " 0.0672 0.104 "$40,164.49 "
3158534 "$269,384.87 " 0.0672 0.104 "$28,016.03 "
3158537 "$310,178.19 " 0.0672 0.104 "$32,258.53 "
1851891 "$598,775.84 " 0.0672 0.104 "$62,272.69 "
3158540 "$323,604.62 " 0.0672 0.104 "$33,654.88 "
3158451 "$424,371.56 " 0.0672 0.104 "$44,134.64 "
1943731 "$547,778.82 " 0.0672 0.104 "$56,969.00 "
3158456 "$521,995.42 " 0.0672 0.104 "$54,287.52 "
3158496 "$506,668.71 " 0.06845 0.087333333 "$44,249.07 "
3158493 "$298,290.42 " 0.06845 0.087333333 "$26,050.70 "
3135184 "$246,762.76 " 0.06845 0.087333333 "$21,550.61 "
3135162 "$333,408.55 " 0.06845 0.087333333 "$29,117.68 "
3158489 "$381,612.80 " 0.06845 0.087333333 "$33,327.52 "
3128724 "$499,197.93 " 0.06845 0.087333333 "$43,596.62 "
3158475 "$397,720.63 " 0.06845 0.087333333 "$34,734.27 "
1963722 "$282,877.62 " 0.06845 0.087333333 "$24,704.65 "
1965129 "$412,863.21 " 0.06845 0.087333333 "$36,056.72 "
1965101 "$341,752.92 " 0.06845 0.087333333 "$29,846.42 "
3158455 "$301,219.53 " 0.06845 0.087333333 "$26,306.51 "
3158478 "$536,922.82 " 0.06845 0.087333333 "$46,891.26 "
3158508 "$440,245.56 " 0.06845 0.087333333 "$38,448.11 "
3158524 "$397,255.96 " 0.06845 0.087333333 "$34,693.69 "
3158454 "$397,387.23 " 0.06845 0.087333333 "$34,705.15 "
3158506 "$572,199.81 " 0.06845 0.087333333 "$49,972.12 "
3158501 "$354,925.84 " 0.06845 0.087333333 "$30,996.86 "
3148114 "$307,759.72 " 0.0697 0.070666667 "$21,748.35 "
3148080 "$315,198.82 " 0.0697 0.070666667 "$22,274.05 "
3014440 "$259,548.67 " 0.0697 0.070666667 "$18,341.44 "
3131967 "$369,420.99 " 0.0697 0.070666667 "$26,105.75 "
3112569 "$284,456.19 " 0.0697 0.070666667 "$20,101.57 "
3158457 "$596,663.60 " 0.0697 0.070666667 "$42,164.23 "
1966270 "$274,086.02 " 0.0697 0.070666667 "$19,368.75 "
3144230 "$279,118.36 " 0.0697 0.070666667 "$19,724.36 "
3148142 "$399,687.96 " 0.0697 0.070666667 "$28,244.62 "
1965333 "$269,149.82 " 0.0697 0.070666667 "$19,019.92 "
1965258 "$391,289.72 " 0.0697 0.070666667 "$27,651.14 "
3158531 "$342,087.11 " 0.0697 0.070666667 "$24,174.16 "
3158503 "$305,509.11 " 0.0697 0.070666667 "$21,589.31 "
3158460 "$537,234.43 " 0.0697 0.070666667 "$37,964.57 "
3158491 "$258,973.54 " 0.0697 0.070666667 "$18,300.80 "
3158458 "$338,230.15 " 0.0697 0.070666667 "$23,901.60 "
3158490 "$313,447.28 " 0.0697 0.070666667 "$22,150.27 "
3158525 "$283,995.11 " 0.0697 0.070666667 "$20,068.99 "
1965090 "$568,205.17 " 0.0697 0.070666667 "$40,153.17 "
3158510 "$348,336.81 " 0.0697 0.070666667 "$24,615.80 "
1963377 "$302,109.16 " 0.07095 0.054 "$16,313.89 "
1957615 "$76,118.96 " 0.07095 0.054 "$4,110.42 "
1965264 "$649,007.76 " 0.07095 0.054 "$35,046.42 "
3158511 "$319,656.58 " 0.07095 0.054 "$17,261.46 "
3113213 "$420,729.61 " 0.07095 0.054 "$22,719.40 "
3131818 "$310,663.43 " 0.07095 0.054 "$16,775.83 "
1963667 "$277,575.62 " 0.07095 0.054 "$14,989.08 "
3112572 "$316,116.70 " 0.07095 0.054 "$17,070.30 "
3112571 "$399,389.37 " 0.07095 0.054 "$21,567.03 "
1808122 "$152,184.15 " 0.07095 0.054 "$8,217.94 "
1966295 "$449,657.58 " 0.07095 0.054 "$24,281.51 "
1965382 "$317,257.38 " 0.07095 0.054 "$17,131.90 "
1961337 "$628,039.82 " 0.07095 0.054 "$33,914.15 "
1965321 "$247,573.62 " 0.07095 0.054 "$13,368.98 "
3112556 "$524,198.59 " 0.07095 0.054 "$28,306.72 "
3158539 "$310,372.89 " 0.07095 0.054 "$16,760.14 "
3135203 "$639,614.70 " 0.07095 0.054 "$34,539.19 "
1962322 "$282,117.15 " 0.07095 0.054 "$15,234.33 "
3131820 "$374,236.40 " 0.07095 0.054 "$20,208.77 "
1962303 "$232,522.94 " 0.07095 0.054 "$12,556.24 "
1965142 "$258,382.80 " 0.07095 0.054 "$13,952.67 "
1960755 "$409,389.54 " 0.0722 0.037333333 "$15,283.88 "
3112579 "$360,966.78 " 0.0722 0.037333333 "$13,476.09 "
3131701 "$349,740.25 " 0.0722 0.037333333 "$13,056.97 "
3134045 "$389,210.93 " 0.0722 0.037333333 "$14,530.54 "
3128722 "$283,805.08 " 0.0722 0.037333333 "$10,595.39 "
3135183 "$299,553.31 " 0.0722 0.037333333 "$11,183.32 "
3128738 "$269,597.99 " 0.0722 0.037333333 "$10,064.99 "
3128749 "$339,747.67 " 0.0722 0.037333333 "$12,683.91 "
3112599 "$337,097.33 " 0.0722 0.037333333 "$12,584.97 "
1968047 "$325,000.00 " 0.0722 0.037333333 "$12,133.33 "
1963195 "$299,677.44 " 0.0722 0.037333333 "$11,187.96 "
1965126 "$327,265.14 " 0.0722 0.037333333 "$12,217.90 "
1962514 "$266,103.20 " 0.0722 0.037333333 "$9,934.52 "
1962295 "$299,327.90 " 0.0722 0.037333333 "$11,174.91 "
1962292 "$349,478.88 " 0.0722 0.037333333 "$13,047.21 "
1965388 "$279,583.08 " 0.0722 0.037333333 "$10,437.77 "
1965390 "$289,853.63 " 0.0722 0.037333333 "$10,821.20 "
1966023 "$264,800.00 " 0.0722 0.037333333 "$9,885.87 "
1966274 "$380,267.57 " 0.0722 0.037333333 "$14,196.66 "
1966407 "$319,762.51 " 0.0722 0.037333333 "$11,937.80 "
1967122 "$333,550.41 " 0.0722 0.037333333 "$12,452.55 "
3108308 "$269,687.50 " 0.0722 0.037333333 "$10,068.33 "
2909560 "$248,869.22 " 0.0722 0.037333333 "$9,291.12 "
2964324 "$334,519.83 " 0.0722 0.037333333 "$12,488.74 "
3014442 "$358,272.19 " 0.0722 0.037333333 "$13,375.50 "
3086472 "$399,404.42 " 0.0722 0.037333333 "$14,911.10 "
3094450 "$279,583.10 " 0.0722 0.037333333 "$10,437.77 "
3094536 "$323,274.10 " 0.0722 0.037333333 "$12,068.90 "
3098898 "$374,341.80 " 0.0722 0.037333333 "$13,975.43 "
3098925 "$297,456.45 " 0.0722 0.037333333 "$11,105.04 "
3099156 "$305,943.80 " 0.0722 0.037333333 "$11,421.90 "
3100363 "$371,166.57 " 0.0722 0.037333333 "$13,856.89 "
1966324 "$321,960.88 " 0.0722 0.037333333 "$12,019.87 "
3158507 "$398,497.03 " 0.0722 0.037333333 "$14,877.22 "
3146879 "$421,986.59 " 0.0722 0.037333333 "$15,754.17 "
3146670 "$280,000.00 " 0.0722 0.037333333 "$10,453.33 "
3158545 "$420,631.01 " 0.0722 0.037333333 "$15,703.56 "
3148077 "$316,888.44 " 0.0722 0.037333333 "$11,830.50 "
3148296 "$361,267.16 " 0.0722 0.037333333 "$13,487.31 "
3148181 "$99,851.10 " 0.0722 0.037333333 "$3,727.77 "
3144235 "$311,535.45 " 0.0722 0.037333333 "$11,630.66 "
3148206 "$413,383.58 " 0.0722 0.037333333 "$15,432.99 "
3158541 "$279,372.69 " 0.0722 0.037333333 "$10,429.91 "
3141611 "$399,404.42 " 0.0722 0.037333333 "$14,911.10 "
3152730 "$279,374.00 " 0.0722 0.037333333 "$10,429.96 "
3148270 "$165,876.80 " 0.0722 0.037333333 "$6,192.73 "
3148247 "$574,773.11 " 0.0722 0.037333333 "$21,458.20 "
3148267 "$304,545.87 " 0.0722 0.037333333 "$11,369.71 "
3148266 "$359,463.97 " 0.0722 0.037333333 "$13,419.99 "
3148091 "$293,341.33 " 0.0722 0.037333333 "$10,951.41 "
3170812 "$278,900.86 " 0.0722 0.037333333 "$10,412.30 "
1964526 "$326,155.77 " 0.07345 0.020666667 "$6,740.55 "
1964607 "$350,400.00 " 0.07345 0.020666667 "$7,241.60 "
3112531 "$368,792.36 " 0.07345 0.020666667 "$7,621.71 "
3148129 "$268,825.35 " 0.07345 0.020666667 "$5,555.72 "
3153662 "$423,950.00 " 0.07345 0.020666667 "$8,761.63 "
3158461 "$291,508.10 " 0.07345 0.020666667 "$6,024.50 "
3148237 "$351,488.84 " 0.07345 0.020666667 "$7,264.10 "
3158464 "$283,742.54 " 0.07345 0.020666667 "$5,864.01 "
3154701 "$379,724.96 " 0.07345 0.020666667 "$7,847.65 "
3158470 "$399,125.97 " 0.07345 0.020666667 "$8,248.60 "
3148255 "$395,013.89 " 0.07345 0.020666667 "$8,163.62 "
3158466 "$409,087.07 " 0.07345 0.020666667 "$8,454.47 "
3112566 "$299,123.12 " 0.07345 0.020666667 "$6,181.88 "
2985522 "$538,020.81 " 0.07345 0.020666667 "$11,119.10 "
3148252 "$550,000.00 " 0.07345 0.020666667 "$11,366.67 "
1966291 "$349,746.68 " 0.07345 0.020666667 "$7,228.10 "
1966018 "$324,564.91 " 0.07345 0.020666667 "$6,707.67 "
1967159 "$409,703.25 " 0.07345 0.020666667 "$8,467.20 "
1967166 "$371,730.75 " 0.07345 0.020666667 "$7,682.44 "
3148130 "$649,056.11 " 0.07345 0.020666667 "$13,413.83 "
1969213 "$275,000.00 " 0.07345 0.020666667 "$5,683.33 "
1965243 "$299,344.43 " 0.07345 0.020666667 "$6,186.45 "
3070764 "$324,289.83 " 0.07345 0.020666667 "$6,701.99 "
3086079 "$293,956.23 " 0.07345 0.020666667 "$6,075.10 "
3148288 "$424,293.48 " 0.07345 0.020666667 "$8,768.73 "
3148132 "$331,517.88 " 0.07345 0.020666667 "$6,851.37 "
1964223 "$285,793.00 " 0.07345 0.020666667 "$5,906.39 "
3109557 "$79,942.10 " 0.07345 0.020666667 "$1,652.14 "
1967630 "$329,761.16 " 0.07345 0.020666667 "$6,815.06 "
3128710 "$134,759.47 " 0.07345 0.020666667 "$2,785.03 "
3170806 "$382,722.80 " 0.07345 0.020666667 "$7,909.60 "
1960751 "$319,506.58 " 0.07345 0.020666667 "$6,603.14 "
3132131 "$349,746.68 " 0.07345 0.020666667 "$7,228.10 "
1963869 "$319,768.39 " 0.07345 0.020666667 "$6,608.55 "
3131234 "$274,800.97 " 0.07345 0.020666667 "$5,679.22 "
3135172 "$363,540.15 " 0.07345 0.020666667 "$7,513.16 "
3158552 "$515,702.93 " 0.07345 0.020666667 "$10,657.86 "
3129232 "$375,727.86 " 0.07345 0.020666667 "$7,765.04 "
3158550 "$277,187.45 " 0.07345 0.020666667 "$5,728.54 "
3128745 "$131,758.00 " 0.07345 0.020666667 "$2,723.00 "
3128715 "$638,342.68 " 0.07345 0.020666667 "$13,192.42 "
3131256 "$374,455.44 " 0.07345 0.020666667 "$7,738.75 "
3135177 "$1,467,840.61 " 0.07345 0.020666667 "$30,335.37 "
3158480 "$327,283.29 " 0.07345 0.020666667 "$6,763.85 "
3158530 "$264,225.47 " 0.07345 0.020666667 "$5,460.66 "
1963754 "$277,097.03 " 0.07345 0.020666667 "$5,726.67 "
3158515 "$299,544.29 " 0.07345 0.020666667 "$6,190.58 "
1963460 "$599,128.72 " 0.07345 0.020666667 "$12,381.99 "
1945659 "$251,745.55 " 0.07345 0.020666667 "$5,202.74 "
3115994 "$459,667.07 " 0.07345 0.020666667 "$9,499.79 "
3158474 "$338,458.78 " 0.07345 0.020666667 "$6,994.81 "
1962301 "$305,955.05 " 0.07345 0.020666667 "$6,323.07 "
3170814 "$241,570.97 " 0.07345 0.020666667 "$4,992.47 "
3135217 "$299,433.10 " 0.07345 0.020666667 "$6,188.28 "
1965383 "$286,173.29 " 0.0747 0.004 "$1,144.69 "
1965389 "$406,244.10 " 0.0747 0.004 "$1,624.98 "
1960741 "$349,504.36 " 0.0747 0.004 "$1,398.02 "
1965401 "$313,005.73 " 0.0747 0.004 "$1,252.02 "
1966147 "$493,651.34 " 0.0747 0.004 "$1,974.61 "
3170810 "$499,647.11 " 0.0747 0.004 "$1,998.59 "
1959274 "$439,376.91 " 0.0747 0.004 "$1,757.51 "
1966031 "$365,441.89 " 0.0747 0.004 "$1,461.77 "
1960997 "$301,572.34 " 0.0747 0.004 "$1,206.29 "
3148263 "$283,847.45 " 0.0747 0.004 "$1,135.39 "
1965924 "$147,895.54 " 0.0747 0.004 $591.58
1965409 "$256,318.96 " 0.0747 0.004 "$1,025.28 "
3152723 "$258,648.82 " 0.0747 0.004 "$1,034.60 "
1963719 "$281,355.78 " 0.0747 0.004 "$1,125.42 "
1963706 "$260,664.80 " 0.0747 0.004 "$1,042.66 "
3158467 "$259,065.55 " 0.0747 0.004 "$1,036.26 "
1963650 "$257,686.17 " 0.0747 0.004 "$1,030.74 "
1963612 "$270,815.92 " 0.0747 0.004 "$1,083.26 "
1962990 "$484,457.83 " 0.0747 0.004 "$1,937.83 "
1962416 "$84,165.55 " 0.0747 0.004 $336.66
3152741 "$349,752.98 " 0.0747 0.004 "$1,399.01 "
1961652 "$108,950.00 " 0.0747 0.004 $435.80
1965248 "$309,560.99 " 0.0747 0.004 "$1,238.24 "
1961056 "$265,623.30 " 0.0747 0.004 "$1,062.49 "
3148962 "$491,500.00 " 0.0747 0.004 "$1,966.00 "
1962138 "$344,511.43 " 0.0747 0.004 "$1,378.05 "
1965068 "$362,785.51 " 0.0747 0.004 "$1,451.14 "
3159575 "$279,200.00 " 0.0747 0.004 "$1,116.80 "
1965342 "$359,745.91 " 0.0747 0.004 "$1,438.98 "
1965375 "$257,668.01 " 0.0747 0.004 "$1,030.67 "
3148280 "$522,431.01 " 0.0747 0.004 "$2,089.72 "
1965381 "$282,691.85 " 0.0747 0.004 "$1,130.77 "
1965181 "$301,538.46 " 0.0747 0.004 "$1,206.15 "
3126322 "$333,558.26 " 0.0747 0.004 "$1,334.23 "
1970231 "$516,000.00 " 0.0747 0.004 "$2,064.00 "
3126416 "$299,575.15 " 0.0747 0.004 "$1,198.30 "
3126397 "$280,102.76 " 0.0747 0.004 "$1,120.41 "
3126390 "$329,532.68 " 0.0747 0.004 "$1,318.13 "
3126383 "$365,619.18 " 0.0747 0.004 "$1,462.48 "
3126369 "$462,677.32 " 0.0747 0.004 "$1,850.71 "
3175831 "$313,950.00 " 0.0747 0.004 "$1,255.80 "
3126348 "$470,765.19 " 0.0747 0.004 "$1,883.06 "
3128743 "$334,763.55 " 0.0747 0.004 "$1,339.05 "
3126308 "$331,566.89 " 0.0747 0.004 "$1,326.27 "
3126306 "$447,957.93 " 0.0747 0.004 "$1,791.83 "
3126304 "$283,773.42 " 0.0747 0.004 "$1,135.09 "
3126290 "$274,132.12 " 0.0747 0.004 "$1,096.53 "
3148076 "$359,490.20 " 0.0747 0.004 "$1,437.96 "
3113032 "$274,805.91 " 0.0747 0.004 "$1,099.22 "
3126358 "$277,803.32 " 0.0747 0.004 "$1,111.21 "
3135154 "$732,361.40 " 0.0747 0.004 "$2,929.45 "
3135215 "$277,107.03 " 0.0747 0.004 "$1,108.43 "
3135224 "$273,218.92 " 0.0747 0.004 "$1,092.88 "
3135227 "$283,799.56 " 0.0747 0.004 "$1,135.20 "
3135228 "$149,463.78 " 0.0747 0.004 $597.86
3135176 "$286,797.44 " 0.0747 0.004 "$1,147.19 "
3135230 "$523,721.08 " 0.0747 0.004 "$2,094.88 "
3147029 "$539,788.75 " 0.0747 0.004 "$2,159.16 "
3135155 "$324,071.12 " 0.0747 0.004 "$1,296.28 "
3112600 "$357,237.06 " 0.0747 0.004 "$1,428.95 "
3135140 "$499,647.11 " 0.0747 0.004 "$1,998.59 "
3141591 "$292,793.20 " 0.0747 0.004 "$1,171.17 "
3142205 "$254,139.60 " 0.0747 0.004 "$1,016.56 "
3144237 "$265,312.62 " 0.0747 0.004 "$1,061.25 "
3131220 "$291,586.49 " 0.0747 0.004 "$1,166.35 "
3145135 "$303,785.44 " 0.0747 0.004 "$1,215.14 "
3135156 "$271,708.10 " 0.0747 0.004 "$1,086.83 "
1969217 "$208,000.00 " 0.0747 0.004 $832.00
3052816 "$524,256.51 " 0.0747 0.004 "$2,097.03 "
3050953 "$333,188.41 " 0.0747 0.004 "$1,332.75 "
3050881 "$250,600.91 " 0.0747 0.004 "$1,002.40 "
3148207 "$278,804.60 " 0.0747 0.004 "$1,115.22 "
3148210 "$363,484.50 " 0.0747 0.004 "$1,453.94 "
3135220 "$202,176.42 " 0.0747 0.004 $808.71
3112625 "$144,794.66 " 0.0747 0.004 $579.18
3128742 "$479,661.22 " 0.0747 0.004 "$1,918.64 "
3094609 "$260,680.33 " 0.0747 0.004 "$1,042.72 "
3148242 "$311,779.79 " 0.0747 0.004 "$1,247.12 "
1967398 "$354,946.62 " 0.0747 0.004 "$1,419.79 "
3148243 "$427,697.92 " 0.0747 0.004 "$1,710.79 "
1966953 "$338,760.73 " 0.0747 0.004 "$1,355.04 "
3148244 "$316,476.47 " 0.0747 0.004 "$1,265.91 "
3148249 "$309,161.55 " 0.0747 0.004 "$1,236.65 "
3148225 "$439,689.45 " 0.0747 0.004 "$1,758.76 "
3112564 "$248,908.58 " 0.0747 0.004 $995.63
1966292 "$387,226.50 " 0.0747 0.004 "$1,548.91 "
3112585 "$409,019.94 " 0.0747 0.004 "$1,636.08 "
3112584 "$456,452.66 " 0.0747 0.004 "$1,825.81 "
3112581 "$340,616.94 " 0.0747 0.004 "$1,362.47 "
3148103 "$351,751.55 " 0.0747 0.004 "$1,407.01 "
3148115 "$324,091.10 " 0.0747 0.004 "$1,296.36 "
3148172 "$259,816.49 " 0.0747 0.004 "$1,039.27 "
3112567 "$283,332.55 " 0.0747 0.004 "$1,133.33 "
3094570 "$327,300.98 " 0.0747 0.004 "$1,309.20 "
3112562 "$399,147.56 " 0.0747 0.004 "$1,596.59 "
3112561 "$472,479.94 " 0.0747 0.004 "$1,889.92 "
3112520 "$289,589.31 " 0.0747 0.004 "$1,158.36 "
3148143 "$599,576.52 " 0.0747 0.004 "$2,398.31 "
3148156 "$403,714.86 " 0.0747 0.004 "$1,614.86 "
3148165 "$315,277.31 " 0.0747 0.004 "$1,261.11 "
3112608 "$258,882.86 " 0.0747 0.004 "$1,035.53 "
3148122 "$252,000.00 " 0.0747 0.004 "$1,008.00 "
291 "$101,687,035.29 " 3.7702% "$3,833,839.04 "
<PAGE>
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates and the Senior Percentage, after giving effect to the
amounts distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Sub-Servicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of any REO
Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the Weighted Average Adjusted Net Mortgage Rate for such
Distribution Date and the Pass-Through Rate with respect to the Class IO
Certificates;
<PAGE>
(xiii) [RESERVED];
(xiv) the Notional Amount with respect to each class of Interest Only
Certificates;
(xv) the occurrence of the Credit Support Depletion Date;
(xvi) the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvii) the related Senior Percentage for such Distribution Date;
(xviii)the aggregate amount of Realized Losses for such Distribution
Date;
(xix) the aggregate amount of any recoveries on previously foreclosed
loans from Sellers due to a breach of representation or warranty;
(xx) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date;
(xxii) if any of the Class M Certificates are held by a
Depository, a legend substantially in the form of Exhibit H-3 to the
Standard Terms, referencing such Certificates.
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.
<PAGE>
EXHIBIT FOUR
- -------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01 Definitions............................................................1
Section 1.02 Use of Words and Phrases..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..........................................29
Section 2.02 Acceptance by Trustee.................................................35
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................37
Section 2.04 Representations and Warranties of Sellers.............................38
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer....................................40
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.................42
Section 3.03 Successor Subservicers................................................43
Section 3.04 Liability of the Master Servicer......................................43
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................43
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......44
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................44
Section 3.08 Subservicing Accounts; Servicing Accounts.............................47
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................48
Section 3.10 Permitted Withdrawals from the Custodial Account......................48
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................50
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....51
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................52
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................54
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................58
Section 3.16 Servicing and Other Compensation; Compensating Interest...............59
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<PAGE>
Section 3.17 Reports to the Trustee and the Company................................60
Section 3.18 Annual Statement as to Compliance.....................................60
Section 3.19 Annual Independent Public Accountants' Servicing Report...............61
Section 3.20 Rights of the Company in Respect of the Master Servicer...............61
Section 3.21 Administration of Buydown Funds.......................................61
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................62
Section 4.02 Distributions.........................................................63
Section 4.03 Statements to Certificateholders......................................63
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................64
Section 4.05 Allocation of Realized Losses.........................................65
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........65
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................65
Section 4.08 Surety Bond...........................................................66
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates......................................................66
Section 5.02 Registration of Transfer and Exchange of Certificates.................68
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................74
Section 5.04 Persons Deemed Owners.................................................74
Section 5.05 Appointment of Paying Agent...........................................74
Section 5.06 Optional Purchase of Certificates.....................................75
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.........76
Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.................77
Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others
.....................................................................77
Section 6.04 Company and Master Servicer Not to Resign.............................78
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.....................................................79
Section 7.02 Trustee or Company to Act; Appointment of Successor...................81
Section 7.03 Notification to Certificateholders....................................82
Section 7.04 Waiver of Events of Default...........................................82
ii
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................82
Section 8.02 Certain Matters Affecting the Trustee.................................84
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................86
Section 8.04 Trustee May Own Certificates..........................................86
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...86
Section 8.06 Eligibility Requirements for Trustee..................................87
Section 8.07 Resignation and Removal of the Trustee................................87
Section 8.08 Successor Trustee.....................................................88
Section 8.09 Merger or Consolidation of Trustee....................................89
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................89
Section 8.11 Appointment of Custodians.............................................90
Section 8.12 Appointment of Office or Agency.......................................90
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans.....................................91
Section 9.02 Additional Termination Requirements...................................93
Section 9.03 Termination of Multiple REMICs........................................94
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................................94
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......98
Section 10.03 Designation of REMIC(s)...............................................98
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................98
Section 11.02 Recordation of Agreement; Counterparts...............................101
Section 11.03 Limitation on Rights of Certificateholders...........................101
Section 11.04 Governing Law........................................................102
Section 11.05 Notices..............................................................102
Section 11.06 Required Notices to Rating Agency and Subservicer....................102
Section 11.07 Severability of Provisions...........................................103
Section 11.08 Supplemental Provisions for Resecuritization.........................103
iii
</TABLE>
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H-1: Form of Investor Representation Letter
Exhibit H-2: Form of ERISA Representation Letter
Exhibit H-3: Form of ERISA Legend
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
iv
<PAGE>
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 (the "Standard Terms", and as incorporated by reference into
a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: As defined in the Series Supplement.
Accrual Certificates: As defined in the Series Supplement.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
1
<PAGE>
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
2
<PAGE>
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan
purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent to the related Due
Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form
3
<PAGE>
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to the second
paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a). Such amount shall be determined separately for
each Loan Group. Additionally, with respect to any Mortgage Pool that is
comprised of two or more Loan Groups, if on any Distribution Date Compensating
Interest provided pursuant to this Section 3.16(e) is less than Prepayment
Interest Shortfalls incurred on the Mortgage Loans in the related Prepayment
Period, such Compensating Interest shall be allocated on such Distribution Date
to the Available Distribution Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
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Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
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(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination, minus
(iii)the sum of (x) the aggregate of all amounts previously distributed
with respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof pursuant
to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection
with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02.
Class A-V Certificate: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
Closing Date: As defined in the Series Supplement.
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Code: The Internal Revenue Code of 1986.
Combined Collateral LLC: Combined Collateral LLC, a Delaware limited
liability company.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
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Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
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date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series Supplement.
--------------------------
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization,
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or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of Bank One, National
Association, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
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Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack:
1. by any government or sovereign power, de jure or de facto, or
by any authority maintaining or using military, naval or air forces;
or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force whether
in time of peace or war; or
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(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof,
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(ii) does not have any direct financial interest or any material indirect
financial interest in the Company, the Master Servicer or the Trustee or in an
Affiliate thereof, and (iii) is not connected with the Company, the Master
Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
Initial Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
Initial Notional Amount: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
Initial Subordinate Class Percentage: As defined in the Series Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)), to the extent such proceeds are payable to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: As defined in the Series Supplement.
Interest Only Certificates: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation
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Proceeds or otherwise, which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not previously
recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
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Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
-------
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
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Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
------------------------
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
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Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
-----------------
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating Agency;
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(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
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Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to any
Series, this Standard Terms together with the related Series Supplement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Only Certificates: A Class of Certificates not entitled to
payments of interest, and more specifically designated as such in the Series
Supplement.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest
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representing scheduled interest on such payment due on any date or dates in any
month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the Due Date in the Due Period related to the Distribution Date
occurring in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and
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(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
-------------
(a) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance
of the Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced to Certificateholders up to
the Due Date in the Due Period related to the Distribution Date on
which such Realized Loss will be allocated pursuant to Section 4.05 on
the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and
to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with respect to
related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not
been previously reimbursed,
(b) which is the subject of a Servicing Modification, (i) the amount by
which the interest portion of a Monthly Payment or the principal
balance of such Mortgage Loan was reduced, and (ii) any such amount
with respect to a Monthly Payment that was or would have been due in
the month immediately following the month in which a
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Principal Prepayment or the Purchase Price of such Mortgage Loan
is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
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REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan over (b) the net proceeds realized by the
Subservicer from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Retail Certificates: A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.
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Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for such
Distribution Date; provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and
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(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date if occurring during the sixth, seventh, eighth, ninth or tenth year
(or any year thereafter) after the Closing Date are less than 30%, 35%,
40%, 45% or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Percentage as of the Closing Date, the Senior Accelerated
Distribution Percentage for such Distribution Date shall be 100%, or, if the
Mortgage Pool is comprised of two or more Loan Groups, for any Distribution Date
on which the weighted average of the Senior Percentages for each Loan Group,
weighted on the basis of the Stated Principal Balances of the Mortgage Loans in
the related Loan Group, exceeds the weighted average of the initial Senior
Percentages (calculated on such basis) for each Loan Group, each of the Senior
Accelerated Distribution Percentages for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the
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Master Servicer in the performance of its servicing obligations, including, but
not limited to, the cost of (i) the preservation, restoration and protection of
a Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment, (ii) any enforcement or judicial proceedings, including
foreclosures, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14,
including, if the Master Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, reasonable
compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
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Subclass: With respect to the Class A-V Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Subordinate Percentage: As of any Distribution Date and, with respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%
minus the related Senior Percentage as of such Distribution Date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as
such agreement may be amended from time to time.
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Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Surety: Ambac, or its successors in interest, or such other surety as may
be identified in the Series Supplement.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage
Loans originated by Novus Financial Corporation, in each case issued by Ambac
for the benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such Surety Bond
covers any Additional Collateral Loans, or such other Surety Bond as may be
identified in the Series Supplement.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of any REMIC formed under the Series Supplement and under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date as shall be on deposit in the Custodial Account
or in the Certificate Account and identified as belonging to the Trust
Fund, including the proceeds from the liquidation of Additional
Collateral for any Additional Collateral Loan or Pledged Assets for
any Pledged Asset Loan, but not including amounts on deposit in the
Initial Monthly Payment Fund,
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(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02 Use of Words and Phrases.
------------------------
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
----------------------------
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
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(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such Mortgage
has been recorded;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, an original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of
such assignment certified by the public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee (or
to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation
noted thereon or attached thereto, or a copy of such assignment
or assignments of the Mortgage certified by the public recording
office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement certified by the public
recording office in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
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(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within thirty Business Days following the earlier of (i)
the receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall
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deliver a complete set of such documents to the Trustee or the Custodian or
Custodians that are the duly appointed agent or agents of the Trustee.
(d) In connection with any Mortgage Loan, if the Company cannot deliver
the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee within 45 days after the Closing Date, as
contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, on or prior to the Closing Date, the MERS(R) System to indicate
that such Mortgage Loans have been assigned by the Company to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders
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by including (or deleting, in the case of Mortgage Loans which are repurchased
in accordance with this Agreement) in such computer files (a) the code
"[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR
TRUSTEE]" which identifies the Trustee and (b) the code "[IDENTIFY SERIES
SPECIFIC CODE NUMBER]" in the field "Pool Field" which identifies the series of
the Certificates issued in connection with such Mortgage Loans. The Company
further agrees that it will not, and will not permit the Master Servicer to, and
the Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral or Pledged Assets, its right to
receive amounts due or to become due in respect of any Additional Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Loan or Pledged Asset Loan,
Residential Funding shall cause to be filed in the appropriate recording office
a UCC-3 statement giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated REMIC Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of the Mortgage
Loans and any Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant
by the Company to the Trustee of a security interest in all of the Company's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any and all general intangibles,
accounts, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now
existing or hereafter acquired consisting of, arising from or relating to any of
the following: (A) the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note and Mortgage, and (iii) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
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form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for (as applicable) the Trustee for the
purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company, (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan or (4) any transfer of
any interest of Residential Funding or the Company in any Uncertificated REMIC
Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
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(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
Section 2.02 Acceptance by Trustee.
---------------------
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Pledged Assets, Additional Collateral
and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust
for the use and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that
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all required documents (specifically as set forth in Section 2.01(b)), have been
executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or
Seller that repurchases the Mortgage Loan is not a member of MERS and the
Mortgage is registered on the MERS(R) System, the Master Servicer, at its own
expense and without any right of reimbursement, shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage
to be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material and adverse defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
the Certificateholders. Notwithstanding the foregoing, it is understood and
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agreed that the Master Servicer shall use its best efforts to substitute, within
60 days of the Closing Date, Qualified Substitute Mortgage Loans to replace any
of the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
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(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
Section 2.04 Representations and Warranties of Sellers.
-----------------------------------------
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect
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of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such Seller's Agreement relates to
the representations and warranties made by Residential Funding or the related
Seller in respect of such Mortgage Loan and any remedies provided thereunder for
any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure,
repurchase or substitution must occur within 90 days from the date the breach
was discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form if required pursuant to Section 2.01, and
such other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed as required by Section 2.01. No substitution will be made
in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants,
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representations and warranties set forth in this Section 2.04, in Section 2.03
hereof and in Section 4 of the Assignment Agreement, and the Master Servicer
shall be obligated to repurchase or substitute for any Qualified Substitute
Mortgage Loan as to which a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
----------------------------------
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and
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deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re- recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the
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purpose of calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such
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enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03 Successor Subservicers.
----------------------
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
--------------------------------
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an
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originator shall be deemed to be between the Subservicer and the Master Servicer
alone and the Trustee and the Certificateholders shall not be deemed parties
thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer in its capacity as such except as set forth in
Section 3.06. The foregoing provision shall not in any way limit a Subservicer's
obligation to cure an omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee.
(a) If the Master Servicer shall for any reason no longer be the master
servicer (including by reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor servicer for the Trustee shall
be deemed to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing Agreement to
the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not
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materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. In connection with any Curtailment
of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes, except if such
reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of any
REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if
any, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to
be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21;
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(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section
4.02(a);
(vii) Any amounts realized by the Subservicer and
received by the Master Servicer in respect of any Additional
Collateral; and
(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
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Section 3.08 Subservicing Accounts; Servicing Accounts.
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(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as
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is otherwise acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from
the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding
the Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 Permitted Withdrawals from the Custodial Account.
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(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular
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Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04
or 4.07) which represent (A) Late Collections of Monthly Payments
for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries
of amounts in respect of which such advances were made in the
case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds and other
property deposited in or credited to the Custodial Account that
it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, and any amounts remitted by Subservicers
as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person,
as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required to be
distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below, any Advance made in
connection with a modification of a Mortgage Loan that is in
default or, in the judgment of the Master Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent
the amount of the Advance has been added to the outstanding
principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
or in connection with enforcing any repurchase, substitution
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or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for Servicing Advances expended
by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause,
and (b) in connection with the liquidation of a Mortgage Loan or
disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value
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Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts
to obtain and maintain a Primary Insurance Policy to the extent that such a
policy is obtainable at a reasonable price. The Master Servicer shall not cancel
or refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than
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pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located at the time
of origination of such Mortgage Loan in a federally designated special flood
hazard area, the Master Servicer shall cause flood insurance (to the extent
available) to be maintained in respect thereof. Such flood insurance shall be in
an amount equal to the lesser of (i) the amount required to compensate for any
loss or damage to the Mortgaged Property on a replacement cost basis and (ii)
the maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the area in
which such Mortgaged Property is located is participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
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(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer shall not be
required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up date under
the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution
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of liability agreement will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14 Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
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determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided further that (i) the Master
Servicer shall not proceed with respect to such Pledged Assets in any manner
that would impair the ability to recover against the related Mortgaged Property,
and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner
that preserves the ability to apply the proceeds of such Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Pledged
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Assets) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any other payment received by the Master Servicer in
respect of such Pledged Assets shall be deposited in the Custodial Account
subject to withdrawal pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to continue to
pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) If the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its
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acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of any
portion of any REMIC formed under the Series Supplement as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
(subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code or cause any REMIC formed under the Series Supplement to fail
to qualify as a REMIC (for federal (or any applicable State or local) income tax
purposes) at any time that any Certificates are outstanding, in which case the
Trust Fund may continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Master Servicer shall be entitled to
be reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used by or on behalf
of the Trust Fund in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the
imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the
Master Servicer and the Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any
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successor thereto) necessary to assure that no withholding tax obligation arises
with respect to the proceeds of such foreclosure except to the extent, if any,
that proceeds of such foreclosure are required to be remitted to the obligors on
such Mortgage Loan.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
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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 F, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Within two Business
Days of receipt of such certification and request, the Trustee shall release, or
cause the Custodian to release, the related Mortgage File to the Master
Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence of
cancellation thereon and to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
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(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
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(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating
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Interest (if any) for such Distribution Date. Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or Subservicing Fee
to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any investment of funds held in the
Custodial Account or the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to
any amounts of servicing compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (i) will not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(b) and (iii) will not withdraw from the Custodial
Account any such amount of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17 Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18 Annual Statement as to Compliance.
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The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
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Section 3.19 Annual Independent Public Accountants' Servicing Report.
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On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20 Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21 Administration of Buydown Funds.
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(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
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(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
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(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand not later than the Business Day next preceding
the Distribution Date next following the date of such investment (except that
(i) any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or
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order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized without any right of
reimbursement.
Section 4.02 Distributions.
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As provided in Section 4.02 of the Series Supplement.
Section 4.03 Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth information as to each Class of
Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or
more Loan Groups, each Loan Group, to the extent applicable. This statement will
include the information set forth in an exhibit to the Series Supplement. In
addition, the Master Servicer shall provide to any manager of a trust fund
consisting of some or all of the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by the Master Servicer at no
additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
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Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any Distribution Date
shall be allocated to specific Monthly Payments due but delinquent for previous
Due Periods, which allocation shall be made, to the extent practicable, to
Monthly Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
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If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
-----------------------------
As provided in Section 4.05 of the Series Supplement.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
---------------------------------------------
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
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If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
Section 4.08 Surety Bond.
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(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
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(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such
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Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates
may not be transferred by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
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(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-V Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
Section 5.02 Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate
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Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder thereof or
his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
(except that, if such transfer is made by the Company or the Master Servicer or
any Affiliate thereof, the Company or the Master Servicer shall provide such
Opinion of Counsel at their own expense); provided that such Opinion of Counsel
will not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit H-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e) (i) In the case of any Senior Support, Class M, Class B or Class R
Certificate presented for registration in the name of any Person, either (A) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase or holding of such Senior Support, Class M, Class B
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or Class R Certificate is permissible under applicable law, will not constitute
or result in any non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer or (B) the prospective Transferee shall be
required to provide the Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit H-1 (with
respect to any Class B Certificate), Exhibit H-2 (with respect to any Senior
Support Certificate or Class M Certificate) or paragraph fourteen of Exhibit G-1
(with respect to any Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as the
Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Senior Support, Class M or
Class B Certificate, the following conditions are satisfied: (i) such Transferee
is an insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied (each entity that satisfies this clause (b), a
"Complying Insurance Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel
or certification will not be required with respect to the
transfer of any Senior Support Certificate or Class M Certificate
to a Depository, or for any subsequent transfer of any interest
in a Senior Support Certificate or Class M Certificate for so
long as such Certificate is a Book-Entry Certificate (each such
Senior Support Certificate or Class M Certificate, a "Book-Entry
Mezzanine Certificate"). Any Transferee of a Book-Entry Mezzanine
Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein)
that either (a) such Transferee is not a Plan Investor or (b)
such Transferee is a Complying Insurance Company.
(iii) (A) If any Senior Support Certificate or Class M
Certificate (or any interest therein) is acquired or held in
violation of the provisions of Section (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor or
(ii) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of such Senior Support Certificate or Class M
Certificate. The Trustee shall be under no liability to any
Person for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner whose
acquisition or holding of any Book-Entry Mezzanine
Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e)
shall indemnify and hold
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harmless the Company, the Trustee, the Master Servicer,
any Subservicer, and the Trust Fund from and against any
and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit G-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit
G-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge
that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a
Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer
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its Ownership Interest in a Class R Certificate and (y)
not to transfer its Ownership Interest unless it provides
a certificate to the Trustee in the form attached hereto
as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate,
if it is, or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such
transfer in the form attached hereto as Exhibit G-2 and all of
such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of
the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United
States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is
disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. The Trustee shall be under no liability to
any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f)
or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R
Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as
the Master Servicer may choose. Such purported Transferee
shall promptly endorse and deliver each Class R
Certificate in accordance with the
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instructions of the Master Servicer. Such purchaser may be
the Master Servicer itself or any Affiliate of the Master
Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Master Servicer or its Affiliates), expenses and taxes
due, if any, will be remitted by the Master Servicer to
such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of
its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of
any Class of the Senior, Class M or Class B Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(B) subject to Section 10.01(f), an Officers'
Certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of
such provisions will not cause any portion of any REMIC
formed under the Series Supplement to cease to qualify as
a REMIC and will not cause (x) any portion of any REMIC
formed under the Series Supplement to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person
to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04 Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
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The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06 Optional Purchase of Certificates.
---------------------------------
(a) On any Distribution Date on which the Pool Stated Principal Balance,
prior to giving effect to distributions to be made on such Distribution Date, is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest
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thereon for the related Interest Accrual Period and any previously unpaid
Accrued Certificate Interest with respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company, as applicable,
pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in accordance with
this Section 5.06, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the Holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the
Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
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Section 6.02 Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Senior, Class M or Class B Certificates in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from each Rating
Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03 Limitation on Liability of the Company, the
Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties
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or representations made herein or any liability which would otherwise be imposed
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04 Company and Master Servicer Not to Resign.
-----------------------------------------
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause
to be distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates
of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a
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voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02 Trustee or Company to Act; Appointment of Successor.
---------------------------------------------------
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its
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records to reflect the transfer of servicing to the successor Master Servicer as
necessary under MERS' rules and regulations, or (ii) the predecessor Master
Servicer shall cooperate with the successor Master Servicer in causing MERS to
execute and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Master Servicer. The predecessor Master Servicer shall
file or cause to be filed any such assignment in the appropriate recording
office. The predecessor Master Servicer shall bear any and all fees of MERS,
costs of preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.
Section 7.03 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04 Waiver of Events of Default.
---------------------------
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
-----------------
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has
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occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of any portion of any REMIC formed under the Series Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which
may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the Company
or the Master Servicer and which on their face, do not contradict
the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts;
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(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not
less than 25% as to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee)
specified in clauses (i) and (ii) of Section 7.01 or an Event of
Default under clauses (iii), (iv) and (v) of Section 7.01 unless
a Responsible Officer of the Trustee assigned to and working in
the Corporate Trust Office obtains actual knowledge of such
failure or event or the Trustee receives written notice of such
failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend
or risk its own funds (including, without limitation, the making
of any Advance) or otherwise incur any personal financial
liability in the performance of any of its duties as Trustee
hereunder, or in the exercise of any of its rights or powers, if
the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02 Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and
protection in respect of any action taken
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or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has
not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default
which may have occurred, the Trustee shall not be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing any
Tax Returns required to be filed on behalf of the Trust Fund. The
Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or
on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall
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indemnify the Trustee for signing any such Tax Returns that
contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause any portion of any REMIC
formed under the Series Supplement to fail to qualify as a REMIC at any time
that any Certificates are outstanding or (ii) cause the Trust Fund to be subject
to any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Company or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Company or the Master
Servicer.
Section 8.04 Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05 Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
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(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after
the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement
of any claim by the Trustee entered into without the prior
consent of the Master Servicer which consent shall not be
unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06 Eligibility Requirements for Trustee.
------------------------------------
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the
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Company shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08 Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as
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trustee herein. The predecessor trustee shall deliver to the successor trustee
all Mortgage Files and related documents and statements held by it hereunder
(other than any Mortgage Files at the time held by a Custodian, which shall
become the agent of any successor trustee hereunder), and the Company, the
Master Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
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(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12 Appointment of Office or Agency.
-------------------------------
The Trustee will maintain an office or agency in the City of New York at
the address designated in Section 11.05 of the Series Supplement where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee will maintain an office at the address stated in
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Section 11.05 of the Series Supplement where notices and demands to or upon the
Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of
all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to
100% of the unpaid principal balance of each Mortgage Loan or, if
less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been acquired if
such fair market value is less than such unpaid principal balance
(net of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of
the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of 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 portion of any REMIC formed under the Series Supplement as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage
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Loans. In addition, the Master Servicer or the Company, as applicable, shall
provide to the Trustee the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior Certificates and Class M Certificates, that payment will
be made only upon presentation and surrender of the Certificates
at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase
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price specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of the Trust Fund),
or the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02 Additional Termination Requirements.
-----------------------------------
(a) Each REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of each such REMIC to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any such REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for each such REMIC and specify the first day
of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for a REMIC under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior
to the time of making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms
hereof; and
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(iii) If the Master Servicer or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
Section 9.03 Termination of Multiple REMICs.
If the REMIC Administrator makes two or more separate REMIC elections,
the applicable REMIC shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as one or more REMICs under the Code and, if necessary, under applicable
state law. The assets of each such REMIC will be set forth in the Series
Supplement. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of each REMIC election in respect of
the Trust Fund, Certificates and interests to be designated as the "regular
interests" and the sole class of "residual interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so designated.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest each Class of the Class R Certificates
and shall be designated as "the tax matters person" with respect to each REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of each REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and
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the REMIC Administrator shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans on deposit in the Custodial Account
as provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its duties as
REMIC Administrator and shall be paid reasonable compensation not to exceed
$3,000 per year by any successor Master Servicer hereunder for so acting as the
REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status of each REMIC as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust
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Fund and the Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to
each REMIC created hereunder, endanger such status or, unless the Master
Servicer, the REMIC Administrator or both, as applicable, determine in its or
their sole discretion to indemnify the Trust Fund against the imposition of such
a tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to any REMIC created hereunder or any related assets thereof, or causing
any such REMIC to take any action, which is not expressly permitted under the
terms of this Agreement, the Trustee will consult with the Master Servicer or
the REMIC Administrator, as applicable, or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any such REMIC, and the Trustee shall not take any such action or
cause any such REMIC to take any such action as to which the Master Servicer or
the REMIC Administrator, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator,
as applicable, may consult with counsel to make such written advice, and the
cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the
Master Servicer or the REMIC Administrator. At all times as may be required by
the Code, the Master Servicer will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of each REMIC created hereunder as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
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(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC created hereunder
unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of such assets in such REMIC
will not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any REMIC created
hereunder will receive a fee or other compensation for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates) representing a regular interest in the applicable
REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest (other than each Uncertificated REMIC Regular Interest
represented by a Class A-V Certificate, if any) and the rights to the Interest
Only Certificates and Uncertificated REMIC Regular Interest represented by any
Class A-V Certificate would be reduced to zero is the Maturity Date for each
such Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii)
the termination of any such REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of such REMIC as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause such REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
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Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
Section 10.03 Designation of REMIC(s).
As provided in Section 10.03 of the Series Supplement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
---------
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
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(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition
of any such tax and (B) such action will not adversely affect in
any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the
name in which the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates, by virtue of their being
the "residual interests" in a REMIC, provided that (A) such
change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such change shall not (subject to
Section 10.01(f)), as evidenced by an Opinion of Counsel (at the
expense of the party seeking so to modify, eliminate or add such
provisions), cause any REMIC created hereunder or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a
Permitted Transferee,
(vi) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial
Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, or
(vii) to amend any provision herein or therein that is not material to
any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying
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in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are required to be distributed on any
Certificate without the consent of the Holder of such
Certificate,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent to any
such amendment, in any such case without the consent of the
Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created under
the Series Supplement to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Senior
Certificateholders, the Class M Certificateholders, the Master Servicer or the
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Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Company elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company may elect that the text of such
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit K, with such changes as the
Company shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
------------------------------------------
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
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(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law.
-------------
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
-------
As provided in Section 11.05 of the Series Supplement.
Section 11.06 Required Notices to Rating Agency and Subservicer.
-------------------------------------------------
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
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(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07 Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
--------------------------------------------
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
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Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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EXHIBIT A
FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE
AND [INTEREST ONLY/CLASS A-V] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS _______________.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ___% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS % AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
[NO TRANSFER OF THIS CLASS A-__ CERTIFICATE WILL BE MADE UNLESS THE
TRUSTEE HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM
AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER
WITH RESPECT TO THE PERMISSIBILITY
<PAGE>
OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS,
THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED
IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF
ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").]
<PAGE>
Certificate No. [ %][Adjustable][Variable] Pass-Through
-------- --------
Class [A- ] Senior Rate [based on a Notional Amount]
----
Date of Pooling and Servicing [Percentage Interest: %]
------
Agreement and Cut-off Date: Aggregate Initial [Certificate Principal
________________ Balance] [[Interest Only/Class A-V] Notional
First Distribution Date: Amount] [Subclass Notional Amount] of the
________________ Class [A- ] Certificates:
----
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Interest Only/Class A-V] [Subclass]
Corporation Notional Amount] of this Certificate:
Assumed Final $ ]
--------------------------
Distribution Date: CUSIP _______-
----------
- ----------------
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES ________
evidencing a percentage interest in the distributions allocable
to the Class [A- ] Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate [(obtained by dividing the [Initial
Certificate Principal Balance] [Initial [Interest Only/Class A-V] Notional
Amount] of this Certificate by the aggregate [Initial Certificate Principal
Balance of all Class A- Certificates] [Initial [Interest Only/Class A-V]
Notional Amounts of all [Interest Only/Class A-V] Certificates], both as
specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the
<PAGE>
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Series Supplement, dated as
specified above, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and _______________, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-
Certificates on such Distribution Date. [The [Interest Only/Class A-V] Notional
Amount of the [Interest Only/Class A-V] Certificates as of any date of
determination is equal to the aggregate Stated Principal Balance of the Mortgage
Loans corresponding to the Uncertificated REMIC Regular Interests represented by
such [Interest Only/Class A-V] Certificates.]
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The [Initial Certificate Principal Balance] [Initial [Interest Only/Class
A-V] Notional Amount] of this Certificate is set forth above.] [The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal and any Realized Losses allocable hereto.]
[As described above, no transfer of this Class A-__ Certificate
will be made unless (i) the Trustee has received either an opinion of counsel or
a representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected
<PAGE>
in violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject
<PAGE>
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A- ] Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
<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 B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ________________.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [____]% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000]
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF
<PAGE>
1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER
THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM
DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING
AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN
ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS
AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND
(III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE
COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE
DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B)
SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR
HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE
LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II)
IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER
THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE.
THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY
PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR
<PAGE>
HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF
THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY
SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
------ ------
Class M- Subordinate Aggregate Certificate
---
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class M Certificates:
________________ $
------------------------------
First Distribution Date: Initial Certificate Principal
________________ Balance of this Certificate:
Master Servicer: $
------------------------------
Residential Funding Corporation CUSIP: _______-
----------
Assumed Final Distribution Date:
- ----------------
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES ________
evidencing a percentage interest in any distributions allocable to the
Class M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Certificate
Principal Balance of this Certificate by the aggregate Certificate Principal
Balance of all Class M- Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Series Supplement, dated as specified above, to the Standard Terms of Pooling
and Servicing Agreement dated as of ________________ (together, the "Pooling and
Servicing Agreement" or the "Agreement") among the Company, the Master
<PAGE>
Servicer and ___________, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Class M Certificate will
be made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
<PAGE>
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any
<PAGE>
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
<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
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES]
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE
FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE
THAN $[ ] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
---- ------
Class B- Subordinate Aggregate Certificate
----
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class B-
----
________________ Certificates as of
First Distribution Date: the Cut-off Date:
________________ $
------------------------------
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
Assumed Final Distribution Date: $
------------------------------
- ----------------
CUSIP
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES _______
evidencing a percentage interest in any distributions allocable
to the Class B- Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _______________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class B- Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Series Supplement, dated as specified
above, to the Standard Terms of Pooling and Servicing Agreement dated as of
________________ (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and ___________, as trustee
(the "Trustee"), a summary of certain of the pertinent
<PAGE>
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other
<PAGE>
things, that the transferee's acquisition of a Class B Certificate will not
constitute or result in a non- exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written
<PAGE>
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B- Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
<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 D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON- UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"),
<PAGE>
OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
------ ------
Class R[-__] Senior Aggregate Initial Certificate
Date of Pooling and Servicing Principal Balance of the
Agreement and Cut-off Date: Class R[-__] Certificates:
________________ $100.00
First Distribution Date: Initial Certificate Principal
________________ Balance of this Certificate:
Master Servicer: $
------------------------------
Residential Funding Corporation Percentage Interest:
Assumed Final Distribution Date: %
--------------
________________ CUSIP _______-
----------
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES _______
evidencing a percentage interest in any distributions allocable to the
Class R[-__] Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R[-__] Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Series Supplement, dated as
specified above, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and ___________, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is
<PAGE>
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R[-__] Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R Certificate will not constitute or
result in a non-exempt prohibited
<PAGE>
transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
<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 Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R[-__] Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
<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 E
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this day of , 19
, by and between Residential Funding Corporation, its successors and assigns
("Residential Funding") and (the "Seller/Servicer," and, together with
Residential Funding, the "parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
<PAGE>
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in
good standing under the laws of its jurisdiction of
organization, is qualified, if necessary, to do business
and in good standing in each jurisdiction in which it is
required to be so qualified, and has the requisite power
and authority to enter into this Contract and all other
agreements which are contemplated by this Contract and to
carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either
party, that could affect the validity or prospective
validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under
this Contract is concerned, neither party is in violation
of any charter, articles of incorporation, bylaws,
mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and
none of the foregoing adversely affects its capacity to
fulfill any of its obligations under this Contract. Its
execution of, and performance pursuant to, this Contract
will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made
by the Seller/Servicer pursuant to subparagraph (a) of this
paragraph 3, the Seller/Servicer makes the representations,
warranties and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the certified
Resolution of Board of Directors which authorizes the execution
and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
<PAGE>
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: ( ) -
------ ------ --------
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in
<PAGE>
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal] ______________________________________
(Name of Seller/Servicer)
By: _________________________ By:___________________________________
(Signature) (Signature)
By:_________________________ By:___________________________________
(Typed Name) (Typed Name)
Title: _______________________ Title:_________________________________
ATTEST: RESIDENTIAL FUNDING CORPORATION
[Corporate Seal]
By:_________________________ By:___________________________________
(Signature) (Signature)
By:_________________________ By:___________________________________
(Typed Name) (Typed Name)
Title:________________________ Title:_________________________________
<PAGE>
EXHIBIT F
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name:
Title:
Date:
<PAGE>
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series _______,
Class R[-__] (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__]
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization"
means an electing large partnership under Section 775 of the Code, the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R[-__] Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class
R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on
each such partnership), or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing
large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R[-__] Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor
<PAGE>
of a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R[-__] Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except in the
case of a partnership, to the extent provided in Treasury regulations), or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R[- __] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of
the Class R[-__] Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R[-__] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R[-__] Certificates will only
be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is_______________.
10. This affidavit and agreement relates only to the Class R[-__]
Certificates held by the Owner and not to any other holder of the Class R[-__]
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R[-__] Certificates.
11. That no purpose of the Owner relating to the transfer of any of the
Class R[-__] Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
<PAGE>
12. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R[-__]
Certificate that the Owner intends to pay taxes associated with holding such
Class R[- __] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R[-__]
Certificate.
13. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R[-__] Certificates remain outstanding.
14. (a) The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan; or
(b) The Purchaser will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless either such Plan or person meets the requirements set forth in
either (a) or (b) above.
Capitalized terms used but not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement.
<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
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this day of , 199 .
[NAME OF OWNER]
By:__________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
- -----------------------------------
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this_______ day of _________, 199___.
-----------------------------------
NOTARY PUBLIC
COUNTY OF _______________________
STATE OF _________________________
My Commission expires the day of ,
19 .
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
_____________, 19 __
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
[Trustee]
Attention: Residential Funding Corporation Series _______
Re: Mortgage Pass-Through Certificates,
Series ________, Class R[-__]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
____________________ (the "Seller") to ___________________________(the
"Purchaser") of $_______________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the
"Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and __________, as trustee
(the "Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
15. No purpose of the Seller relating to the transfer of the Certificate
by the Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.
16. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does
not know or believe that any representation contained therein is false.
17. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller
<PAGE>
understands that the transfer of a Class R[-__] Certificate may not be respected
for United States income tax purposes (and the Seller may continue to be liable
for United States income taxes associated therewith) unless the Seller has
conducted such an investigation.
18. The Seller has no actual knowledge that the proposed Transferee is
not both a United States Person and a Permitted Transferee.
Very truly yours,
-----------------------------------
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
, 19
------------------------------------ ----
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
[Trustee]
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series ________
RE: Mortgage Pass-Through Certificates,
Series ________, [Class B-]
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") $
Initial Certificate Principal Balance of Mortgage Pass-Through Certificates,
Series ________, Class (the "Certificates"), issued pursuant to the Series
Supplement, dated as of ________________, to the Standard Terms of Pooling and
Servicing Agreement dated as of ________________ (together, the "Pooling and
Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and _____________, as trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have not
been and will not be registered or qualified under the Securities Act of
1933, as amended (the "Act") or any state securities law, (b) the
Company is not required to so register or qualify the Certificates, (c)
the Certificates may be resold only if registered and qualified pursuant
to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the
Pooling and Servicing Agreement contains restrictions regarding the
transfer of the Certificates and (e) the Certificates will bear a legend
to the
<PAGE>
foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated _______________, 19____, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Company or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company did
not participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not to the
Company with respect to any damage, liability, claim or expense
arising out of, resulting from or in connection with (a) error or
omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate
or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or
in any other manner or (e) take any other action, that (as to any
of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
<PAGE>
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA), or Section 4975 of the
Internal Revenue Code of 1986, as amended ("Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101;
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer
with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either 6(a), (b) or (c)
above.
Very truly yours,
By:________________________________
Name: _____________________________
Title:______________________________
<PAGE>
EXHIBIT H-2
FORM OF ERISA REPRESENTATION LETTER
, 199
-------------------------- --
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates, Series ________,
[Class M- ]
-------------
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase
from__________________________ (the "Seller") $_____________________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
________, [Class M-___] (the "Certificates"), issued pursuant to the Series
Supplement, dated as of ________________, to the Standards Term of Pooling and
Servicing Agreement dated as of ________________ (together, the "Pooling and
Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer") and ____________, as (the "Trustee"). All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master Servicer that either:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (a
"Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101;
<PAGE>
(b) The Purchaser is an insurance company, the
source of funds to be used by it to purchase the
Certificates is an "insurance company general account" as
the terms if defined in DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60, and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied; or
(c) The Purchaser has provided the Trustee, the Company
and the Master Servicer with an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the purchase
of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company, the Trustee and
the Master Servicer that the Purchaser will not transfer such
Certificates to any Plan or person unless such Plan or person
meets the requirements set forth in either (a), (b) or (c) above.
Very truly yours,
By:________________________________
Name:_____________________________
Title:______________________________
<PAGE>
EXHIBIT H-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry Class M Certificate (or any
interest therein) shall be deemed to have represented, by virtue of its
acquisition or holding of such Certificate (or interest therein), that either:
(a) it is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (a "Plan"), or any other
person (including an investment manager, a named fiduciary or a trustee
of any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan; or
(b) (i)the transferee is an insurance company, (ii) the source of
funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.
Any purported beneficial owner of a book-entry Class M Certificate (or
interest therein) to whom either (a) or (b) above does not apply shall indemnify
and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of its
acquisition or holding of such Certificate.
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
-------------- --
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates,
Series ________, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series ________, Class (the "Certificates"), issued pursuant to
the Series Supplement, dated as of ________________, to the Standard Terms of
Pooling and Servicing Agreement dated as of ________________ (together, the
"Pooling and Servicing Agreement") among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and __________, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner
<PAGE>
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
--------------------------------
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Series Supplement, dated
as of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated as of ________________ (the "Agreement") among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc.
as depositor pursuant to Section 5.02 of the Agreement and __________, as
trustee, as follows:
(a) The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable
of evaluating the merits and risks of investment in the Rule 144A
Securities.
(c) The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
<PAGE>
(d) Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the 1933 Act or that would render the disposition of the
Rule 144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has
it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to
it is being made in reliance on Rule 144A. The Buyer is acquiring
the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified institutional
buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101;
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer
with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase of Certificates is permissible
<PAGE>
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in
the Pooling and Servicing Agreement. ]
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By:________________________________ By:________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. ________________________________ No:________________________________
Date: ______________________________ Date:_______________________________
<PAGE>
ANNEX 1 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For
Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit
<PAGE>
of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
<PAGE>
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
The Buyer owned $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $ in securities (other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
10. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
11. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
12. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will
<PAGE>
only purchase for the Buyer's own account.
13. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISOR:
Print Name of Buyer
Date:
<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 Sub-Servicer will be entitled
to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for
Advances or Sub-Servicer Advances previously made, (which will not be Advances
or Sub-Servicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section
4.02(a), to the extent such Advances or Sub-Servicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous
<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 B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by
<PAGE>
such rating agency and (b) the original rating assigned to the Class B
Certificates by such rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section shall be
accompanied by a written Opinion of Counsel to the substitute guarantor or
obligor, addressed to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
<PAGE>
EXHIBIT L
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series ________
, 199
[Trustee]
Attention: Residential Funding Corporation Series ________
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Series Supplement, dated as
of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated as of ________________ (together, the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and __________ (the "Trustee") as amended by Amendment No. thereto,
dated as of , with respect to the Mortgage Pass-Through Certificates, Series
________ (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect
to the ability of Residential Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained
and certain other good and valuable consideration, the receipt of which is
hereby acknowledged, GMAC agrees as follows:
14. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in accordance with Section
12.01 of the Servicing Agreement.
<PAGE>
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
15. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
16. Modification, Amendment and Termination. This Limited Guaranty may
be modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
17. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
18. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
19. Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
20. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
21. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
<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:
[Trustee],
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates, Series ________ Assignment
of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
___________ (the "Trustee") to __________________ (the "Lender") of
______________________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the
Series Supplement, dated as of ________________, to the Standard Terms of
Pooling and Servicing Agreement dated as of ________________ (together, the
"Pooling and Servicing Agreement") among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
the substance of the assignment is, and is intended to be, a refinancing
of such Mortgage Loan and the form of the transaction is solely to comply with,
or facilitate the transaction under, such local laws;
the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and such
assignment is at the request of the borrower under the related Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT FIVE
FORM OF CLASS IO 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.
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 28, 2000.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 225% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $____________ OF OID PER $____________ OF NOTIONAL
AMOUNT, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $____________ PER $____________ OF
NOTIONAL AMOUNT, COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS- THROUGH
RATE.
<PAGE>
Certificate No. 1
Class IO-___ Senior
Date of Pooling and Servicing Agreement and Percentage Interest: 100%
Cut-off Date:
December 1, 1999
First Distribution Date: ____% Initial Pass-Through Rate based on a
February 25, 2000 Notional Amount
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2030
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-S2
evidencing a percentage interest in the distributions allocable to the
Class IO-___ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that ___________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Initial Notional Amount of this Certificate by the aggregate Initial
Notional Amounts of all Class IO-___ Certificates) in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Series Supplement, dated as of February 1, 2000, to the Standard Terms of
Pooling and Servicing Agreement dated as of December 1, 1999 (together, the
"Pooling and Servicing Agreement" or the "Agreement") among the Company, the
Master Servicer
<PAGE>
and Bankers Trust Company as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest, if
any, required to be distributed to Holders of Class IO-___ Certificates on such
Distribution Date. The Notional Amount of the Class IO-___ Certificates as of
any date of determination is equal to the aggregate Stated Principal Balance of
the Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests
represented by such Class IO-___ Certificates. The Class IO-___ Certificates
have no Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
<PAGE>
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all
<PAGE>
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans, thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require, the Master Servicer or the Company to (i)
purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 28, 2000 BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class IO-___ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY, 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>
