EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
Dated as of November 1, 2000,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2000
Mortgage Pass-Through Certificates
Series 2000-S14
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TABLE OF CONTENTS
Page
ARTICLE I
<S> <C>
DEFINITIONS..................................................................................7
Section 1.01 Definitions............................................................7
Section 1.02 Use of Words and Phrases..............................................16
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES...........................................................17
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms)
17
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......17
Section 2.03 Representations, Warranties and Covenants of the M aster Servicer and the
Company...............................................................17
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
Terms)................................................................19
Section 2.05 Execution and Authentication of Certificates..........................20
Section 2.06 Negative Covenants of the Trust Fund..................................20
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS...........................................................................21
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS..............................................................22
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms).......22
Section 4.02 Distributions.........................................................22
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Section 4.03 Statements to Certificateholders. (See Section 4.03 of the Standard Terms
and Exhibit Three attached hereto)....................................31
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)............31
Section 4.05 Allocation of Realized Losses.........................................31
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)...................................32
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms).......................................................32
ARTICLE V
THE CERTIFICATES............................................................................33
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER.........................................................34
ARTICLE VII
DEFAULT.....................................................................................35
ARTICLE VIII
CONCERNING THE TRUSTEE......................................................................36
ARTICLE IX
TERMINATION.................................................................................37
ARTICLE X
REMIC PROVISIONS............................................................................38
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)......38
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)..................................38
Section 10.03 Designation of REMIC(s)...............................................38
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........38
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Section 10.05 Compliance with Withholding Requirements..............................39
ARTICLE XI
MISCELLANEOUS PROVISIONS....................................................................40
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).................40
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
Terms)................................................................40
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms).......................................................40
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)............40
Section 11.05 Notices...............................................................40
Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)...................................................41
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
.....................................................................41
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms).......................................................41
Section 11.09 Allocation of Voting Rights...........................................41
ARTICLE XII
[RESERVED]..................................................................................42
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 November 1, 2000
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This is a Series Supplement, dated as of November 1, 2000 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of November 1, 2000 and attached as Exhibit Four hereto (the "Standard Terms"
and, together with this Series Supplement, the "Pooling and Servicing Agreement"
or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
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Pass-Through Aggregate
Rate Initial Features1 Standard & Minimum
Certificate Principal Maturity Poor's/ Denominations2
Designation Balance Date Fitch
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Class A-1 7.50% $400,050,000.00 Senior/Accretion November 25, 2030 AAA/AAA $ 25,000
Directed
Class A-2 7.50% $ 47,630,000.00 Senior/Accrual November 25, 2030 AAA/AAA $ 25,000
Class A-3 7.50% $ 51,856,000.00 Senior/Lockout November 25, 2030 AAA/AAA $ 25,000
Class A-P 0.00% $ 101,646.08 Senior/Principal November 25, 2030 AAA/AAA $ 25,000
Only
Class A-V Variable Rate $ 0.00 Senior/Interest November 25, 2030 AAA/AAA 20%
Only
Class R 7.50% $ 100.00 Senior/Residual November 25, 2030 AAA/AAA 20%
Class M-1 7.50% $ 9,334,500.00 Mezzanine November 25, 2030 N/A/AA $ 25,000
Class M-2 7.50% $ 3,889,300.00 Mezzanine November 25, 2030 N/A/A $250,000
Class M-3 7.50% $ 2,333,500.00 Mezzanine November 25, 2030 N/A/BBB $250,000
Class B-1 7.50% $ 1,296,400.00 Subordinate November 25, 2030 N/A/BB $250,000
Class B-2 7.50% $ 1,037,200.00 Subordinate November 25, 2030 N/A/B $250,000
Class B-3 7.50% $ 1,037,138.24 Subordinate November 25, 2030 N/A $250,000
</TABLE>
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $518,565,784.32.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
_____________________________
1 The Class A-1, Class A-2, Class A-3, and Class M Certificates shall be
Book-Entry Certificates. The Class A-P, Class A-V, Class R and Class B
Certificates shall be delivered to the holders thereof in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall be
issuable in minimum dollar denominations as indicated above (by Certificate
Principal Balance or Notional Amount, as applicable) and integral multiples of
$1 (or $1,000 in the case of the Class A-P, Class B-1, Class B-2 and Class B-3
Certificates) in excess thereof, except that one Certificate of any of the Class
A-P and Class B Certificates that contains an uneven multiple of $1,000 shall be
issued in a denomination equal to the sum of the related minimum denomination
set forth above and such uneven multiple for such Class or the sum of such
denomination and an integral multiple of $1,000. The Class R and Class A-V
Certificates shall be issuable in minimum denominations of not less than a 20%
Percentage Interest; provided, however, that one Class R Certificate will be
issuable to Residential Funding as "tax matters person" pursuant to Section
10.01(c) and (e) in a minimum denomination representing a Percentage Interest of
not less than 0.01%.
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: Any one of the Class A-1 Certificates.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balance of the Class A-1 Certificates
has been reduced to zero and (ii) the Credit Support Depletion Date.
Accrual Certificates: Any one of the Class A-2 Certificates.
Accrual Distribution Amount: With respect to each Distribution Date
prior to the Accretion Termination Date, an amount equal to the amount of
Accrued Certificate Interest on the Class A-2 Certificates for such date, to the
extent added to the Certificate Principal Balance thereof pursuant to Section
4.02(e); provided that, with respect to each Distribution Date on or after the
Accretion Termination Date, an amount equal to the amount of the Accrued
Certificate Interest on the Class A-2 Certificates for such date will be
payable, as interest, to the Class A-2 Certificateholders pursuant to Section
4.02(a)(i) hereof, to the extent not required to fully reduce the Certificate
Principal Balance of the Class A-1 Certificates to zero on the Accretion
Termination Date; and provided further, that if the Accretion Termination Date
is the Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest on the Class A-2 Certificates for that date will be payable to the
Class A-2 Certificateholders pursuant to Section 4.02(a)(i) hereof.
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)
$190,397 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans, if any) having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
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(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Additional Collateral Loans, if any) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months, of all Non-Primary Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number of all Non-Primary Residence Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000, over
(2) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2000-S14" and which must be an Eligible
Account.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate
as specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to
the aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination, minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions
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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.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-P or Class A-V Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard
Terms as Exhibit A.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed to the Standard Terms as Exhibit D and evidencing an interest designated
as a "residual interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: November 29, 2000.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 2000-S14.
Cut-off Date: November 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 third anniversary of the Cut-off
Date, an amount equal to 1.00% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates
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in accordance with Section 4.05 of this Series Supplement since the Cut-off Date
up to such date of determination and (Y) from the third to the fifth anniversary
of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of
the aggregate outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the aggregate amount
of Fraud Losses allocated solely to one or more specific Classes of Certificates
in accordance with Section 4.05 of this Series Supplement since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency 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: $87,025, representing one month's interest
at the Net Mortgage Rate during the Due Period ending in December 2000, for
those Mortgage Loans for which the Trustee will not be entitled to receive such
payment in accordance with the definition of "Trust Fund".
Initial Notional Amount: With respect to any Class A-V Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 1.80% Class B-1: 0.25%
Class M-2: 0.75% Class B-2: 0.20%
Class M-3: 0.45% 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 A-V Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
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Lockout Certificates: Any one of the Class A-3 Certificates.
Lockout Prepayment Percentage: For any Distribution Date occurring prior
to the Distribution Date in December 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: 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%.
Lockout Scheduled Percentage: For any Distribution Date occurring prior to
the Distribution Date in December 2005, 0% and for any Distribution Date
thereafter, 100%.
Maturity Date: November 25, 2030, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the street address of the Mortgaged Property (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) including
state and zip code ("ADDRESS");
(c) the maturity of the Mortgage Note ("MATURITY DATE");
(d) the Mortgage Rate ("ORIG RATE");
(e) the Subservicer pass-through rate ("CURR NET");
(f) the Net Mortgage Rate ("NET MTG RT");
(g) the Pool Strip Rate ("STRIP");
(h) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(i) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(j) the Loan-to-Value Ratio at origination ("LTV");
(k) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(l) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(m) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Notional Amount: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests
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represented by such Class or Subclass as of the day immediately preceding such
Distribution Date (or, with respect to the initial Distribution Date, at the
close of business on the Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-V and Principal Only Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto. With respect to the Class
A-V Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or,
with respect to the initial Distribution Date, at the close of business on the
Cut-off Date). With respect to the Class A-V Certificates and the initial
Distribution Date the Pass-Through Rate is equal to 0.4712% per annum. With
respect to any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC
Regular Interests represented by such Subclass as of the Due Date in the related
Due Period, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans as of the day immediately preceding such Distribution Date
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and
are not entitled to Accrued Certificate Interest.
Prepayment Assumption: A prepayment assumption of 250% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
December 2005 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
(1) 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
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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
(2) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P Certificates.
Senior Certificate: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D respectively.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series
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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
$5,185,658 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut-off
Date, the Adjustment Amount shall be equal to the amount, if any, by which the
amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the Trust Fund which has the largest outstanding
principal balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by the outstanding principal
balance of all Mortgage Loans on the Distribution Date immediately preceding
such anniversary and (iii) the aggregate outstanding principal balance (as of
the immediately preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the greater of (i)
the product of 0.50% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution Date immediately preceding such anniversary
multiplied by a fraction, the numerator of which is equal to the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans secured by Mortgaged Properties located in
the State of California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed as a percentage, and the denominator of which is equal to
39.08% (which percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement
(without giving effect to the Senior Percentage) to the extent not payable to
the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such collections are
not otherwise distributed to the Senior Certificates; (iii) the product of (x)
the
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related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the Senior Certificates; (iv) if such Class is the
Class of Subordinate Certificates with the Highest Priority, any Excess
Subordinate Principal Amount for such Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a Class of
Subordinate Certificates minus (b) with respect to the Class of Subordinate
Certificates with the Lowest Priority, any Excess Subordinate Principal Amount
for such Distribution Date; provided, however, that the Subordinate Principal
Distribution Amount for any Class of Subordinate Certificates on any
Distribution Date shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.
Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest were equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest were equal to the related Uncertificated Notional Amount, and any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated REMIC Regular Interests pro rata in accordance
with the amount of interest accrued with respect to each related Uncertificated
Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related Mortgage
Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interests: The 1,426 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 7.50%, each having no
principal balance and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.
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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 M aster
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, except with
respect to two Mortgage Loans representing approximately 0.1% of
the Mortgage Loans, if a Mortgage Loan is secured by a Mortgaged
Property with a Loan-to-Value Ratio at origination in excess of
80%, such Mortgage Loan is the subject of a Primary Insurance
Policy that insures that (a) at least 30% of the Stated Principal
Balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%, (b) at least 25% of such
balance if the Loan-to-Value Ratio is between 90.00% and 85.01%,
and (c) at least 12% of such balance if the Loan-to-Value Ratio
is between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force
and effect and the Trustee is entitled to the benefits
thereunder;
(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 0.4% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(vii) The improvements upon the Mortgaged Properties are
insured against loss by fire and other hazards as required by the
Program Guide, including flood insurance if required under the
National Flood Insurance Act of 1968, as amended. The Mortgage
requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such
insurance at the Mortgagor's expense and to seek reimbursement
therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) No more than 11.23% of the Mortgage Loans were
underwritten under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such Mortgage
Loan. No Mortgagor is a corporation or a partnership;
(xi) No more than 0.20% 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, unless the Mortgaged Properties
are located in the State of Iowa and an attorney's certificate
has been provided as described in the Program Guide;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to any Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged
Property as of the
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date the Mortgage Loan was originated was not less than the
appraised value of such property at the time of origination of
the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of
the Mortgage Loan as of the date of origination of the Mortgage
Loan generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvii) Four of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)Forty of the Mortgage Loans representing 3.4% of
the Mortgage Loans are Pledged Asset Loans and none of the
Mortgage Loans are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See Section
2.04 of the Standard Terms)
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Section 2.05 Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
Section 2.06 Negative Covenants of the Trust Fund.
Except as otherwise expressly permitted by this Agreement, the Trust
Fund shall not:
(a) sell, transfer, exchange or otherwise dispose of any of
the assets of the Trust Fund;
(b) dissolve or liquidate in whole or in part;
(c) engage, directly or indirectly, in any business other than
that arising out of the issue of the Certificates, and the actions
contemplated or required to be performed under this Agreement;
(d) incur, create or assume any indebtedness for borrowed
money;
(e) voluntarily file a petition for bankruptcy,
reorganization, assignment for the benefit of creditors or
similar proceeding; or
(f) merge, convert or consolidate with any other Person.
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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 (A) with respect to each Class of Certificates (other than
any Subclass of the Class A-V Certificates), shall be based on the
aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder or (B) with respect to any Subclass
of the Class A-V Certificates, shall be equal to the amount (if any)
distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount:
(i) to the Senior Certificates (other than the Principal
Only Certificates, and on or prior to the Accretion Termination
Date, the Accrual Certificates to the extent described in the
definition of the Accrual Distribution Amount) on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class A-V Certificates)
for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(iii) through (vi), the sum of the following
(applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
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(A) the Senior Percentage for such Distribution Date times
the sum of the following:
(1) the principal portion of each Monthly Payment
due during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction of
the principal portion of such payment with respect to a
Discount Mortgage Loan), whether or not received on or
prior to the related Determination Date, minus the
principal portion of any Debt Service Reduction (other
than the related Discount Fraction of the principal
portion of such Debt Service Reductions with respect to
each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage
Loan repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b) of the Standard Terms) pursuant to
Sections 2.02, 2.04 or 4.07 of the Standard Terms and
Section 2.03 of the Standard Terms and this Series
Supplement, and the amount of any shortfall deposited in
the Custodial Account in connection with the substitution
of a Deleted Mortgage Loan pursuant to Section 2.04 of the
Standard Terms or Section 2.03 of the Standard Terms and
this Series Supplement, during the related Prepayment
Period (other than the related Discount Fraction of such
Stated Principal Balance or shortfall with respect to each
Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a
Cash Liquidation or REO Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period (or deemed to have
been so received in accordance with Section 3.07(b) of the
Standard Terms) to the extent applied by the Master
Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 of the Standard
Terms (other than the related Discount Fraction of the
principal portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such
period in accordance with Section 3.07(b) of the Standard Terms)
and did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (a) the Senior Percentage for
such Distribution Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount Fraction of such
Stated Principal Balance, with respect to each Discount Mortgage
Loan) and
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(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), (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;
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(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;
(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
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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 Certificates, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition.
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(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) first, to the Class A-P Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an
amount (the "Class A-P Principal Distribution Amount") equal to
the aggregate of:
(A) the related Discount Fraction of the principal portion
of each Monthly Payment on each Discount Mortgage Loan due during
the related Due Period, whether or not received on or prior to
the related Determination Date, minus the Discount Fraction of
the principal portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(B) the related Discount Fraction of the principal portion
of all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than amounts
received in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C) below),
including Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section 3.07(b)
of the Standard Terms) of Discount Mortgage Loans (or, in the
case of a substitution of a Deleted Mortgage Loan, the Discount
Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result in
any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the
lesser of (1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the aggregate amount of
the collections on such Mortgage Loan to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for
such Distribution Date and the amount of any Class A-P Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date;
(ii) an amount equal to the Accrual Distribution Amount
shall be distributed to the Class A-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(iii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clause (ii) above shall be distributed to the
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Class R Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(iv) the Senior Principal Distribution Amount shall be
distributed to the Lockout Certificates in reduction of the
Certificate Principal Balance thereof, in an amount equal to the
sum of the following:
(A) the Lockout Scheduled Percentage of the Lockout
Certificates' pro rata share (based on the Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of the Senior Certificates (other than the Principal Only
Certificates)) of the aggregate of the collections described in
clauses (ii)(Y)(A), (B) and (E) of Section 4.02(a) of this Series
Supplement with application of the Senior Percentage and Senior
Accelerated Distribution Percentage; and
(B) the Lockout Prepayment Percentage of the Lockout
Certificates' pro rata share (based on the Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of the Senior Certificates (other than the Principal Only
Certificates)) of the aggregate of the collections described in
clause (ii)(Y)(C) of Section 4.02(a) of this Series Supplement
with 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) of this Series Supplement is more than the
balance of the Available Distribution Amount remaining after the Senior Interest
Distribution Amount and the Class A-P Distribution Amount have been distributed,
the amount paid to the Lockout Certificates pursuant to this clause (iii) shall
be reduced by an amount equal to the Lockout Certificates' pro rata share (based
on the Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Principal Only Certificates)) of such difference;
(v) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) and (iv) above shall be distributed in the
following order of priority:
(1) first, to the Class A-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(2) second, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(vi) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (v) above shall be distributed to the
Lockout Certificates, until the Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.02(b) above in
respect of principal among the various
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<PAGE>
classes of Senior Certificates (other than the Class A-P Certificates)
will be disregarded, and (i) an amount equal to the Discount Fraction of
the principal portion of scheduled payments and unscheduled collections
received or advanced in respect of the Discount Mortgage Loans will be
distributed to the Class A-P Certificates, (ii) the Senior Principal
Distribution Amount will be distributed to the remaining Senior
Certificates (other than the Class A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, and (iii) the amount set forth in Section 4.02(a)(i) will be
distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-P, Interest Only and
Subordinate Certificates, in each case as described herein.
(e) On each Distribution Date prior to the Accretion Termination
Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-2 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-2 Certificates for such Distribution Date shall
be payable to the Class A-2 Certificateholders pursuant to Section
4.02(a)(i) of this Series Supplement to the extent not required to
reduce the Certificate Principal Balance of the Class A-1 Certificates
to zero on such Accretion Termination Date; provided that if the
Accretion Termination Date is the Credit Support Depletion Date, the
entire amount of Accrued Certificate Interest on the Class A-2
Certificates for such Distribution Date will be paid to the Class A-2
Certificateholders pursuant to Section 4.02(a)(i) of this Series
Supplement. Any such Accrued Certificate Interest on the Class A-2
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-2
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
and assigned to the Trustee pursuant to Section 2.04), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized Loss
was allocated (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
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<PAGE>
of Certificates is no longer outstanding, to the Certificateholders of
record at the time that such Realized Loss was allocated); provided that
no such distribution to any Class of Certificates of subsequent
recoveries related to a Mortgage Loan shall exceed, either individually
or in the aggregate and together with any other amounts paid in
reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing,
no such distribution shall be made with respect to the Certificates of
any Class to the extent that either (i) such Class was protected against
the related Realized Loss pursuant to any instrument or fund established
under Section 11.01(e) or (ii) such Class of Certificates has been
deposited into a separate trust fund or other structuring vehicle and
separate certificates or other instruments representing interests
therein have been issued in one or more classes, and any of such
separate certificates or other instruments were protected against the
related Realized Loss pursuant to any limited guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy
or similar instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with respect to the Certificates of any
Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (i) with respect to the Certificates of
any Class (other than the Class A-V Certificates), on a pro rata basis
based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date and (ii) with respect to the Class A-V
Certificates, to the Class A-V Certificates or any Subclass thereof in
the same proportion as the related Realized Loss was allocated. Any
amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(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
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<PAGE>
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, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,
to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, if any such Realized
Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an
amount equal to the Discount Fraction of the principal portion thereof, and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all the Senior Certificates (other than the Class A-P Certificates) on a
pro rata basis, as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as
described below. The principal portion of such Realized Losses on the Discount
Mortgage Loans will be allocated to the Class A-P Certificates in an amount
equal to the Discount Fraction thereof and the remainder of such Realized Losses
on the Discount Mortgage Loans and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans will be allocated among the Senior Certificates
(other than the Class A-P Certificates) and Subordinate Certificates, on a pro
rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such
-26-
<PAGE>
Distribution Date) in the case of an interest portion of a Realized Loss;
provided that, in determining the Certificate Principal Balance of the Accrual
Certificates for the purpose of allocating any portion of a Realized Loss
thereto, the Certificate Principal Balance of the Accrual Certificates shall be
deemed to be equal to the lesser of (a) the original Certificates Principal
Balance of such Certificate and (b) the Certificate Principal Balance of such
Certificate prior to giving effect to distributions made on such Distribution
Date. Except as provided in the following sentence, any allocation of the
principal portion of Realized Losses (other than Debt Service Reductions) to a
Class of Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation shall be deemed to
have occurred on such Distribution Date. Any allocation of the principal portion
of Realized Losses (other than Debt Service Reductions) to the Subordinate
Certificates then outstanding with the Lowest Priority shall be made by
operation of the definition of "Certificate Principal Balance" and by operation
of the provisions of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made in proportion to the amount of Accrued Certificate
Interest and by operation of the definition of "Accrued Certificate Interest"
and by operation of the provisions of Section 4.02(a). Allocations of the
principal portion of Debt Service Reductions shall be made by operation of the
provisions of Section 4.02(a). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated among the
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby; provided that if any Subclasses of the Class A-V Certificates have been
issued pursuant to Section 5.01(c), such Realized Losses and other losses
allocated to the Class A-V Certificates shall be allocated among such Subclasses
in proportion to the respective amounts of Accrued Certificate Interest payable
on such Distribution Date that would have resulted absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
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<PAGE>
ARTICLE V
THE CERTIFICATES
(See Article V of the Standard Terms)
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<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
-29-
<PAGE>
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
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<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
-31-
<PAGE>
ARTICLE IX
TERMINATION
(See Article IX of the Standard Terms)
-32-
<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 an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund) as a REMIC for federal income tax purposes.
The Class A-1, Class A-2, Class A-3, Class A-P, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and
to which will be represented by the Class A-V Certificates, will be "regular
interests" in the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined in
the Standard Terms) under federal income tax law. On and after the date of
issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c)
of the Standard Terms, any such Subclass will represent the Uncertificated Class
A-V REMIC Regular Interest or Interests specified by the initial Holder of the
Class A-V Certificates pursuant to said Section.
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC Regular
Interests, Uncertificated Accrued Interest on the Uncertificated REMIC
Regular Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous Distribution
Date.
(b) In determining from time to time the Uncertificated REMIC
Regular Interest Distribution Amounts, Realized Losses allocated to the
Class A-V Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC Regular Interests on a pro rata basis based on the
Uncertificated Accrued Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from the Trust Fund, in the priority set forth in Section
4.02(a), to the Class A-V Certificates, the amounts distributable
thereon from the Uncertificated REMIC Regular Interest Distribution
Amounts deemed to have been received by the Trustee from the Trust Fund
under this Section 10.04. The amount deemed distributable hereunder with
respect to the Class A-V Certificates shall equal 100% of the amounts
payable with respect to the Uncertificated REMIC Regular Interests.
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<PAGE>
(d) Notwithstanding the deemed distributions on the
Uncertificated REMIC Regular Interests described in this Section 10.04,
distributions of funds from the Certificate Account shall be made only
in accordance with Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
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<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
Company 8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Attention: President
Master Servicer 10 Universal City Plaza, Suite 2100
Universal City, California 91608,
Attention: Managing Director/Master Servicing
Trustee Corporate Trust Office
The Trustee designates its offices located at 14
Wall Street, 8th Floor New York, New York 10005,
for the purposes of Section 8.12 of the Standard
Terms
Fitch One State Street Plaza
New York, New York 10004
Standard & Poor's 55 Water Street
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 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.
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<PAGE>
Section 11.06 Required Notices to Rating Agency and Subservicer. (See
Section 11.06 of the Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
98% of all Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates, 1.0% of all Voting Rights shall be allocated among the Holders of
the Class A-V Certificates in accordance with their respective Percentage
Interests, and 1.0% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates in accordance with their respective Percentage
Interests.
-36-
<PAGE>
ARTICLE XII
[RESERVED]
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<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: Lisa Lundsten Name: Randy Van Zee
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: _______________________________ By:______________________________
Name: Randy Van Zee Name: Lisa Lundsten
Title: Director Title: Managing Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest: _______________________________
Name: By:______________________________
Title: Name:
Title:
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November 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]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November 2000 before me, a notary public in
and for said State, personally appeared Lisa Lundsten, known to me to be a
Managing Director of Residential Funding Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
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<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of November 2000 before me, a notary public in
and for said State, personally appeared ______________, known to me to be a Vice
President of Bank One, National Association, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-------------------
[Notarial Seal]
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<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
RUN ON : 11/22/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.48.59 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 2000-S14 CUTOFF : 11/01/00
POOL : 0004464
:
:
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
--------------------------------------------------------------------------
1991736 .2500
454,110.24 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1992011 .2500
203,636.07 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
1993861 .2500
303,806.14 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1995811 .2500
363,298.87 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1996558 .2500
299,635.23 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1997002 .2500
399,501.02 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1
1997617 .2500
317,545.45 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1997917 .2500
313,598.16 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1997922 .2500
306,250.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
1998598 .2500
287,640.73 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1998606 .2500
306,027.45 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1998863 .2500
277,795.04 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.5000 1.1700
1999113 .2500
499,360.15 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1999305 .2500
180,627.21 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1
1999317 .2500
77,810.03 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
1999329 .2500
286,629.99 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1999342 .2500
213,503.15 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
1999458 .2500
343,592.34 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.5000 .7950
1999594 .2500
309,417.92 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1999610 .2500
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8.0450 .0000
7.5000 .5450
3953929 .2500
337,279.23 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3953939 .2500
367,371.51 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1
3953991 .2500
269,636.47 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3953993 .2500
337,589.03 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3954021 .2500
382,187.30 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3954026 .2500
282,624.23 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3954085 .2500
271,777.52 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3954102 .2500
599,607.52 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3954248 .2500
320,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3958034 .2500
399,491.38 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1
3958123 .2500
318,985.82 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3958275 .2500
395,468.50 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3958327 .2500
348,277.77 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3958694 .2500
282,128.22 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3958731 .2500
332,813.31 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.5000 1.0450
3958816 .2500
343,900.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3961877 .2500
335,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3962783 .2500
295,611.38 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1
3962827 .2500
474,392.13 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3963281 .2500
453,600.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3963638 .2500
287,842.69 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.5000 1.1700
3963718 .2500
344,829.97 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3964006 .2500
319,785.28 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3964019 .2500
379,533.33 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3964088 .2500
317,386.89 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3964136 .2500
314,804.21 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1
3964148 .2500
415,734.73 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3964186 .2500
294,807.03 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3964220 .2500
314,788.64 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3964325 .2500
553,697.39 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.5000 1.1700
3964466 .2500
479,253.84 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3964515 .2500
387,746.19 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3964567 .2500
269,727.83 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3964617 .2500
322,304.62 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
1
3964720 .2500
329,794.61 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
3964799 .2500
599,617.40 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3964843 .2500
284,409.04 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3964898 .2500
387,665.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3964941 .2500
323,813.59 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
3965022 .2500
279,838.90 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
3965044 .2500
396,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3965119 .2500
299,798.70 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1
3965182 .2500
324,787.40 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3965210 .2500
307,398.78 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3965245 .2500
399,731.61 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3965300 .2500
268,678.56 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3965325 .2500
649,574.80 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3965344 .2500
317,200.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3965364 .2500
478,870.22 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3965435 .2500
491,669.87 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
1
3965461 .2500
279,825.96 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3965476 .2500
281,079.62 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3965950 .2500
304,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3965951 .2500
516,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3966141 .2500
649,585.52 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3966155 .2500
339,647.13 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3966178 .2500
331,275.52 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3966268 .2500
263,652.42 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
1
3966327 .2500
368,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3966337 .2500
535,649.39 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3966481 .2500
649,563.86 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3966551 .2500
279,512.76 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3966586 .2500
331,797.06 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3966605 .2500
355,772.99 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3966624 .2500
575,603.60 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3966650 .2500
269,832.18 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
1
3966672 .2500
331,668.72 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3966696 .2500
324,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3966742 .2500
499,697.10 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3966746 .2500
423,200.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3966763 .2500
366,054.22 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3966939 .2500
359,781.91 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3967481 .2500
400,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3968016 .2500
446,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1
3968217 .2500
370,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3969575 .2500
329,789.57 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.5000 .4200
3969712 .2500
649,606.23 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3969889 .2500
271,822.08 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3970140 .2500
277,813.46 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.5000 .1700
3970469 .2500
432,339.91 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.5000 .9200
3971833 .2500
437,713.48 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3971836 .2500
391,743.58 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
1
3971840 .2500
342,588.64 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5000 .0450
3975933 .2500
411,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
3978136 .2500
370,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3979368 .2500
334,800.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.5000 .5450
3985644 .2500
393,500.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.5000 .6700
3985915 .2500
278,800.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.5000 .2950
TOTAL NUMBER OF LOANS: 1452
TOTAL BALANCE........: 518,565,784.32
1
RUN ON : 11/22/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.48.59 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 2000-S14 FIXED SUMMARY REPORT CUTOFF : 11/01/00
POOL : 0004464
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 8.3081 7.1250 9.1250
RFC NET RATE 8.0487 6.8750 8.8750
NET MTG RATE(INVSTR RATE) 7.9697 6.8450 8.7950
POST STRIP RATE 7.4985 6.8450 7.5000
SUB SERV FEE .2594 .2500 .5000
MSTR SERV FEE .0790 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .4712 .0000 1.2950
TOTAL NUMBER OF LOANS: 1452
TOTAL BALANCE........: 518,565,784.32
***************************
* END OF REPORT *
***************************
1
RUN ON : 11/22/00 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 10.48.59 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 2000-S14 CUTOFF : 11/01/00
POOL : 0004464
:
:
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 #
______________________________________________________________________________
1991736 952/G01 F 454,400.00 ZZ
360 454,110.24 1
71 HOWARD PARK DRIVE 8.250 3,413.76 80
8.000 3,413.76 568,000.00
TENAFLY NJ 07670 1 09/08/00 00
0432326510 05 11/01/00 0
20003470 O 10/01/30
0
1992011 811/G01 F 204,000.00 G
360 203,636.07 1
116 BROOKSIDE DRIVE 8.625 1,586.69 80
8.375 1,586.69 255,000.00
ANTIOCH CA 94509 1 07/05/00 00
0432206670 05 09/01/00 0
FM02800107 O 08/01/30
0
1993861 G32/G01 F 304,000.00 ZZ
360 303,806.14 1
332 N SPRING AVE 8.250 2,283.86 80
8.000 2,283.86 380,000.00
LAGRANGE PARK IL 60526 1 09/01/00 00
0432251593 05 11/01/00 0
1006345 O 10/01/30
0
1995811 286/286 F 364,000.00 ZZ
360 363,298.87 1
7721 238TH STREET SE 8.250 2,734.61 80
8.000 2,734.61 455,000.00
WOODINVILLE WA 98072 1 07/18/00 00
09748836 05 09/01/00 0
1
09748836 O 08/01/30
0
1996558 825/G01 F 300,000.00 ZZ
360 299,635.23 1
17 GARLAND DRIVE UNIT A 8.500 2,306.74 33
8.250 2,306.74 935,000.00
CRESTED BUTTE CO 81224 2 08/10/00 00
0432365385 07 10/01/00 0
11139 O 09/01/30
0
1997002 A35/A35 F 400,000.00 ZZ
359 399,501.02 1
36 CRESCENT COVE DRIVE 8.375 3,040.29 63
8.125 3,040.29 639,000.00
SEAFORD NY 11783 1 08/16/00 00
XXX 05 10/01/00 0
XXX O 08/01/30
0
1997617 E66/E66 F 318,200.00 ZZ
348 317,545.45 1
391 LYSTRA ESTATES DRIVE 8.375 2,437.44 62
8.125 2,437.44 515,000.00
CHAPEL HILL NC 28514 2 07/20/99 00
600514820 05 09/01/00 0
600514820 O 08/01/29
0
1997917 714/G01 F 314,000.00 ZZ
360 313,598.16 1
11235 N WESTWOOD CIRCLE 8.250 2,358.98 80
8.000 2,358.98 392,500.00
MEQUON WI 53097 1 09/01/00 00
0432304178 05 10/01/00 0
393729443 O 09/01/30
0
1997922 705/G01 F 306,250.00 ZZ
360 306,250.00 1
2925 BOND DRIVE 8.625 2,381.98 76
8.375 2,381.98 406,250.00
MERRICK NY 11566 1 10/18/00 00
0432360477 05 12/01/00 0
20030403 O 11/01/30
0
1
1998598 E23/G01 F 288,000.00 ZZ
360 287,640.73 1
3310 36TH AVENUE NE 8.375 2,189.01 80
8.125 2,189.01 360,000.00
OLYMPIA WA 98506 1 08/18/00 00
0432247120 05 10/01/00 0
70502553 O 09/01/30
0
1998606 637/G01 F 306,400.00 ZZ
360 306,027.45 1
1204 MARIN AVENUE 8.500 2,355.95 80
8.250 2,355.95 383,000.00
ALBANY CA 94706 1 08/10/00 00
0432329217 05 10/01/00 0
002146168 O 09/01/30
0
1998863 964/G01 F 278,100.00 BB
360 277,795.04 1
1158 WEST 20TH STREET 9.000 2,237.66 90
8.750 2,237.66 309,000.00
SAN PEDRO (AREA CA 90731 1 08/25/00 14
0432251148 05 10/01/00 25
85673 O 09/01/30
0
1999113 964/G01 F 500,000.00 ZZ
360 499,360.15 1
445 FIRST GREEN DRIVE 8.250 3,756.33 34
8.000 3,756.33 1,500,000.00
INCLINE VILLAGE NV 89451 1 08/22/00 00
0432259380 05 10/01/00 0
83351 O 09/01/30
0
1999305 B60/G01 F 181,000.00 ZZ
360 180,627.21 1
521 SOUTH PASEO LUCERO 8.250 1,359.79 60
8.000 1,359.79 305,000.00
ANAHEIM CA 92807 2 08/21/00 00
0432273738 05 10/01/00 0
298005 O 09/01/30
0
1999317 E86/G01 F 77,900.00 ZZ
360 77,810.03 1
451 HAROLD BOULEVARD 8.750 612.84 95
8.500 612.84 82,000.00
1
LIBERAL KS 67901 1 08/11/00 10
0432291953 05 10/01/00 30
07001760 O 09/01/30
0
1999329 H47/G01 F 286,988.00 ZZ
360 286,629.99 1
7698 SPYGLASS COURT 8.375 2,181.32 90
8.125 2,181.32 318,876.00
FORT COLLINS CO 80528 1 08/31/00 10
0432276129 03 10/01/00 25
611278294 O 09/01/30
0
1999342 A48/G01 F 213,750.00 ZZ
360 213,503.15 1
187 VIEWMONT AVENUE 8.750 1,681.57 75
8.500 1,681.57 285,000.00
SAN JOSE CA 95127 1 08/24/00 00
0432267748 05 10/01/00 0
8111003720 O 09/01/30
0
1999458 967/G01 F 344,000.00 BB
360 343,592.34 1
15740 SW BULL MOUNTAIN ROAD 8.625 2,675.60 74
8.375 2,675.60 470,000.00
TIGARD OR 97223 2 08/28/00 00
0432268100 05 10/01/00 0
6138408 O 09/01/30
0
1999594 163/G01 F 310,000.00 ZZ
360 309,417.92 1
2 TUDOR LANE 8.375 2,356.22 59
8.125 2,356.22 529,500.00
MOORESTOWN NJ 08057 1 07/27/00 00
0432263911 05 09/01/00 0
3217455884 O 08/01/30
0
1999610 637/G01 F 290,000.00 ZZ
360 289,638.24 1
15660 RANCHO PAVO DRIVE 8.375 2,204.21 68
8.125 2,204.21 430,000.00
COLORADO SPRING CO 80926 1 08/14/00 00
0432262244 05 10/01/00 0
0015432172 O 09/01/30
0
1
1999612 813/813 F 500,000.00 ZZ
360 499,672.93 1
963 KEALAOLU AVENUE 8.125 3,712.49 25
7.875 3,712.49 2,000,000.00
HONOLULU HI 96816 1 09/01/00 00
8100046854 05 11/01/00 0
8100046854 O 10/01/30
0
1999619 144/144 F 650,000.00 ZZ
360 649,563.86 1
13 PINE LANE 8.000 4,769.47 48
7.750 4,769.47 1,375,000.00
RYE NY 10580 1 09/06/00 00
160657940 05 11/01/00 0
160657940 O 10/01/30
0
1999816 Q59/G01 F 344,900.00 ZZ
360 344,668.58 1
20 KIRKLAND 8.000 2,530.75 80
7.750 2,530.75 432,000.00
IRVINE CA 92602 1 09/05/00 00
0432292803 03 11/01/00 0
201677 O 10/01/30
0
1999830 F42/G01 F 221,000.00 ZZ
360 220,744.77 1
46 SOUTH CLOVERFIELD ROAD 8.750 1,738.61 75
8.500 1,738.61 296,500.00
VALLEY STREAM NY 11581 1 08/30/00 00
0432340404 05 10/01/00 0
03630 O 09/01/30
0
1999862 E44/G01 F 45,000.00 ZZ
360 44,974.11 1
2380 NORTH 3950 WEST 8.750 354.02 63
8.500 354.02 72,000.00
CORINNE UT 84307 5 09/07/00 00
0432271062 05 11/01/00 0
58000277 O 10/01/30
0
1999930 738/G01 F 277,500.00 ZZ
360 277,500.00 1
1
210 ARCHER POINT 8.750 2,183.10 75
8.500 2,183.10 370,000.00
LONGWOOD FL 32779 1 10/03/00 00
0432376259 03 12/01/00 0
5553116 O 11/01/30
0
2000039 E76/G01 F 142,500.00 ZZ
360 142,415.87 1
800 FIREWHEEL TRAIL 8.625 1,108.35 90
8.375 1,108.35 158,350.00
FORT WORTH TX 76112 1 09/07/00 19
0432275477 05 11/01/00 25
10001612 O 10/01/30
0
2000109 J40/G01 F 294,750.00 ZZ
360 294,372.80 1
1202 TICKANETLEY ROAD 8.250 2,214.36 90
8.000 2,214.36 327,500.00
ELLIJAY GA 30540 2 08/25/00 11
0432272599 05 10/01/00 25
7677396 O 09/01/30
0
2000190 F26/G01 F 234,750.00 ZZ
360 234,352.25 1
9119 130TH AVENUE NORTHEAST 8.875 1,867.78 80
8.625 1,867.78 293,450.00
KIRKLAND WA 98033 1 07/13/00 00
0432276772 05 09/01/00 0
001452 O 08/01/30
0
2000195 F26/G01 F 292,500.00 ZZ
360 291,950.78 1
14910 206TH AVENUE NORTHEAST 8.375 2,223.21 90
8.125 2,223.21 325,000.00
WOODINVILLE WA 98072 1 07/12/00 12
0432276889 05 09/01/00 25
006566 O 08/01/30
0
2000200 163/G01 F 378,000.00 ZZ
360 377,342.79 1
1913 RIVERS EDGE LANE 8.750 2,973.73 90
8.500 2,973.73 420,000.00
ST GEORGE UT 84770 2 08/02/00 11
0432280022 05 09/01/00 25
1
1817508773 O 08/01/30
0
2000207 116/116 F 280,000.00 ZZ
360 279,632.42 1
130 NORTH CONCORD FOREST CIRCL 8.125 2,079.00 80
7.875 2,079.00 352,700.00
THE WOODLANDS TX 77381 1 08/28/00 00
091068806 03 10/01/00 0
091068806 O 09/01/30
0
2000216 116/116 F 412,500.00 ZZ
360 412,230.16 1
18 WINWARD COURT 8.125 3,062.81 50
7.875 3,062.81 825,950.00
THE WOODLANDS TX 77381 1 09/06/00 00
091068050 03 11/01/00 0
091068050 O 10/01/30
0
2000371 163/G01 F 330,000.00 ZZ
360 329,746.09 1
6 WHITTIER PLACE 8.125 2,450.25 77
UNIT #12 NORTH 7.875 2,450.25 430,000.00
BOSTON MA 02114 1 09/08/00 00
0432281293 03 11/01/00 0
1000219205 O 10/01/30
0
2000389 163/G01 F 399,950.00 ZZ
360 399,451.08 2
17-14 PARSONS BOULEVARD 8.375 3,039.91 75
8.125 3,039.91 535,000.00
WHITESTONE NY 11357 1 08/28/00 00
0432281277 05 10/01/00 0
1000229926 O 09/01/30
0
2000403 163/G01 F 354,400.00 ZZ
360 353,957.90 1
811 SOUTH DOWNING STREET 8.375 2,693.70 80
8.125 2,693.70 443,000.00
DENVER CO 80209 1 08/28/00 00
0432281384 05 10/01/00 0
1817560790 O 09/01/30
0
1
2000441 637/G01 F 320,000.00 ZZ
360 319,630.42 1
4595 DEVONSHIRE COMMON 8.750 2,517.45 80
8.500 2,517.45 400,000.00
FREMONT CA 94536 1 08/08/00 00
0432287589 01 10/01/00 0
0021468756 O 09/01/30
0
2000448 637/G01 F 293,000.00 ZZ
360 292,670.26 1
2769 CANYON CREEK DRIVE 8.875 2,331.24 68
8.625 2,331.24 434,000.00
SAN RAMON CA 94583 1 08/08/00 00
0432279982 05 10/01/00 0
0015433253 O 09/01/30
0
2000450 637/G01 F 370,000.00 ZZ
360 369,550.12 1
1635 THOMPSON AVENUE 8.500 2,844.98 74
8.250 2,844.98 500,000.00
SANTA CRUZ CA 95062 2 08/03/00 00
0432281368 05 10/01/00 0
0021468772 O 09/01/30
0
2000451 637/G01 F 285,000.00 ZZ
360 284,662.27 1
8 MOORING DR 8.625 2,216.70 70
8.375 2,216.70 410,000.00
BELLPORT NY 11713 5 08/10/00 00
0432281392 05 10/01/00 0
0018774802 O 09/01/30
0
2000545 H58/G01 F 273,750.00 ZZ
360 273,408.51 1
40118 268TH AVENUE SE 8.375 2,080.70 75
8.125 2,080.70 365,000.00
ENUMCLAW WA 98022 1 08/27/00 00
0432276087 05 10/01/00 0
52763 O 09/01/30
0
2000594 J40/G01 F 500,000.00 ZZ
360 499,681.17 1
3673 HIDDEN POND ROAD 8.250 3,756.33 69
8.000 3,756.33 735,000.00
1
GAINSVILLE GA 30506 4 09/07/00 00
0432291318 05 11/01/00 0
7678450 O 10/01/30
0
2000597 163/G01 F 514,500.00 ZZ
360 513,858.17 1
12 CRICK HOLLY LANE 8.375 3,910.58 70
8.125 3,910.58 735,000.00
EAST ISLIP NY 11730 1 08/17/00 00
0432291425 05 10/01/00 0
1000144414 O 09/01/30
0
2000812 637/G01 F 304,000.00 ZZ
360 303,811.05 1
1611 AMELIA AVENUE 8.375 2,310.62 80
8.125 2,310.62 380,000.00
LOS ANGELES CA 90731 1 09/27/00 00
0432356137 05 11/01/00 0
0019318401 O 10/01/30
0
2000824 532/G01 F 227,600.00 ZZ
360 227,301.23 1
1270 S LORAWOOD ST 8.125 1,689.92 80
7.875 1,689.92 285,000.00
LA HABRA CA 90631 2 08/15/00 00
0432291169 05 10/01/00 0
070190622 O 09/01/30
0
2001003 E45/G01 F 400,000.00 ZZ
360 399,488.11 1
3413 VALLEY VISTA ROAD 8.250 3,005.07 73
8.000 3,005.07 555,000.00
SMYRNA GA 30080 2 08/30/00 00
0432293090 05 10/17/00 0
57500 O 09/17/30
0
2001021 F32/G01 F 368,250.00 ZZ
360 368,015.18 1
1202 LONGCOURTE DRIVE 8.250 2,766.54 56
8.000 2,766.54 668,250.00
ATLANTA GA 30327 1 09/15/00 00
0432341899 09 11/01/00 0
406141077 O 10/01/30
0
1
2001118 665/G01 F 276,750.00 ZZ
360 276,573.53 1
22075 NE BUTLER MARKET ROAD 8.250 2,079.13 75
8.000 2,079.13 369,000.00
BEND OR 97701 2 09/06/00 00
0432335909 05 11/01/00 0
88001821 O 10/01/30
0
2001151 R53/G01 F 904,000.00 ZZ
360 904,000.00 1
49 OAKLEDGE DRIVE 8.375 6,871.06 48
8.125 6,871.06 1,900,000.00
BURLINGTON VT 05401 2 10/19/00 00
0432360709 05 12/01/00 0
2001151 O 11/01/30
0
2001161 624/G01 F 295,200.00 ZZ
360 295,021.17 1
1066 GREEN POINT COURT 8.500 2,269.83 80
8.250 2,269.83 369,000.00
CONCORD CA 94521 1 09/06/00 00
0432289619 03 11/01/00 0
41000100216F O 10/01/30
0
2001172 665/G01 F 295,000.00 ZZ
360 294,632.00 1
98 BULKLEY DRIVE 8.375 2,242.21 80
8.125 2,242.21 370,000.00
FAIRFIELD CT 06430 1 08/31/00 00
0432332252 05 10/01/00 0
88000239 O 09/01/30
0
2001181 757/G01 F 443,100.00 ZZ
360 442,246.53 1
2098 TOWN MANOR COURT 8.250 3,328.86 80
8.000 3,328.86 553,900.00
DACULA GA 30019 1 08/04/00 00
0432295376 03 09/01/00 0
2120710350 O 08/01/30
0
2001198 B57/G01 F 150,050.00 ZZ
360 149,959.09 1
1
7824 LOMA VERDE AVENUE 8.500 1,153.76 76
(CANOGA PARK AREA) 8.250 1,153.76 200,000.00
LOS ANGELES CA 91304 1 09/12/00 00
0432329118 05 11/01/00 0
2014021 O 10/01/30
0
2001208 E76/G01 F 296,200.00 ZZ
360 296,015.90 1
16388 JOPPA STREET 8.375 2,251.33 95
8.125 2,251.33 311,795.00
BRIGHTON CO 80603 1 09/13/00 19
0432293280 03 11/01/00 30
10001578 O 10/01/30
0
2001221 637/G01 F 388,000.00 ZZ
360 387,551.91 2
53-17 97TH STREET 8.750 3,052.40 80
8.500 3,052.40 485,000.00
CORONA NY 11368 1 08/21/00 00
0432291284 05 10/01/00 0
0013327507 O 09/01/30
0
2001231 H47/G01 F 280,900.00 ZZ
360 280,725.40 1
10811 QUAIL CREEK DRIVE EAST 8.375 2,135.05 80
8.125 2,135.05 351,166.00
PARKER CO 80138 1 09/15/00 00
0432309797 03 11/01/00 0
BRADBURN O 10/01/30
0
2001264 665/G01 F 572,000.00 ZZ
360 571,268.01 1
6368 S RIVERGLEN DRIVE 8.250 4,297.24 80
8.000 4,297.24 715,000.00
SPRINGFIELD MO 65809 2 08/24/00 00
0432326882 05 10/01/00 0
88000784 O 09/01/30
0
3024444 F27/F27 F 349,800.00 ZZ
360 349,565.29 1
4701 PAUL HANCE ROAD 8.000 2,566.71 78
7.750 2,566.71 452,000.00
HUNTINGTOWN MD 20639 1 09/05/00 00
6060108062 05 11/01/00 0
1
6060108062 O 10/01/30
0
3237099 F27/F27 F 635,800.00 ZZ
360 635,800.00 1
11133 SANDY MANOR DRIVE 8.250 4,776.55 80
8.000 4,776.55 794,758.00
FAIRFAX VA 22039 1 10/02/00 00
6061100669 05 12/01/00 0
6061100669 O 11/01/30
0
3355663 163/163 F 290,000.00 ZZ
360 288,524.82 1
5439 LEGACY TRAIL 8.375 2,204.21 88
8.125 2,204.21 331,540.00
DOUGLASVILLE GA 30135 1 03/21/00 19
1004816 03 05/01/00 30
1004816 O 04/01/30
0
3436778 E11/G01 F 650,000.00 ZZ
360 650,000.00 1
18218 BEAR PATH TRAIL 8.250 4,883.23 76
8.000 4,883.23 860,000.00
EDEN PRAIRIE MN 55437 1 10/30/00 00
0432383917 05 12/01/00 0
0010001022823 O 11/01/30
0
3441132 526/526 F 340,000.00 ZZ
360 338,600.32 1
8112 EAST ASTER DRIVE 8.750 2,674.79 80
8.500 2,674.79 425,000.00
SCOTTSDALE AZ 85260 1 03/28/00 00
398962 05 05/01/00 0
398962 O 04/01/30
0
3500503 F28/G01 F 320,000.00 ZZ
360 317,899.35 1
1149 W. ENCLAVE CIRCLE 8.750 2,517.44 80
8.500 2,517.44 400,000.00
LOUSIVILLE CO 80027 1 11/15/99 00
0432078210 05 01/01/00 0
5172929 O 12/01/29
0
1
3517718 356/G01 F 264,000.00 ZZ
360 263,835.90 1
893 CONTEMPLATION PLACE 8.375 2,006.60 80
8.125 2,006.60 330,000.00
MILPITAS CA 95035 1 09/05/00 00
0432306058 01 11/01/00 0
2806024 O 10/01/30
0
3550013 637/G01 F 386,550.00 ZZ
360 386,067.80 1
25 BONA VENTURE AVE 8.375 2,938.06 90
8.125 2,938.06 429,500.00
ARDSLEY NY 10502 1 08/31/00 11
0432296903 05 10/01/00 25
0013327077 O 09/01/30
0
3559812 830/G01 F 255,450.00 ZZ
360 254,243.77 1
1104 WEST KORADINE DRIVE 8.750 2,009.63 64
8.500 2,009.63 400,000.00
SOUTH JORDAN UT 85095 2 02/29/00 00
0432280626 05 04/01/00 0
NORTON544464 O 03/01/30
0
3568209 F28/G01 F 385,000.00 ZZ
360 383,998.37 1
5979 COLORVIEW COURT 8.625 2,994.49 64
8.375 2,994.49 605,000.00
SAN JOSE CA 95120 5 06/01/00 00
0432128213 05 08/01/00 0
5638436 O 07/01/30
0
3571019 A50/A50 F 284,000.00 ZZ
360 283,466.71 1
1026 SPRING HILL DRIVE 8.375 2,158.61 80
8.125 2,158.61 355,000.00
ALBANY GA 31707 1 07/11/00 00
201633 05 09/01/00 0
201633 O 08/01/30
0
3595804 163/G01 F 176,250.00 T
360 176,145.94 1
44 TALL PINES ROAD 8.625 1,370.86 75
8.375 1,370.86 235,000.00
1
YARMOUTHPORT MA 02675 1 09/29/00 00
0432396307 05 11/01/00 0
1000223158 O 10/01/30
0
3612026 183/G01 F 157,500.00 ZZ
360 157,413.96 1
6 RAE LANE 9.000 1,267.29 62
8.750 1,267.29 257,500.00
NORWALK CT 06850 1 10/02/00 00
0432332906 05 11/02/00 0
800472682 O 10/02/30
0
3617594 665/G01 F 252,700.00 ZZ
360 252,376.61 1
3901 HOLMES ROAD 8.250 1,898.45 67
8.000 1,898.45 378,000.00
OAKLEY CA 94509 1 08/15/00 00
0432329563 05 10/01/00 0
0001242068 O 09/01/30
0
3626426 511/511 F 310,000.00 ZZ
360 309,603.28 1
1150 WATER SHINE WAY 8.250 2,328.93 90
8.000 2,328.93 347,900.00
SNELLVILLE GA 30078 1 08/25/00 11
0002173757 03 10/01/00 25
0002173757 O 09/01/30
0
3658523 U59/G01 F 143,500.00 ZZ
360 143,338.49 1
20 TIBBETT WAY 8.875 1,141.76 70
8.625 1,141.76 205,000.00
BEEKMAN NY 12570 1 09/15/00 00
0432333037 05 10/15/00 0
800502594 O 09/15/30
0
3660606 163/G01 F 100,000.00 ZZ
360 99,881.50 1
1372 VAUGHN ROAD 8.625 777.79 58
8.375 777.79 175,000.00
KINGSBURY NY 12837 1 08/30/00 00
0432322378 05 10/01/00 0
1000231784 O 09/01/30
0
1
3660776 637/G01 F 297,000.00 ZZ
360 296,833.49 1
51 BLACKWATCH COURT 8.875 2,363.07 75
8.625 2,363.07 396,000.00
SOUTHAMPTON NY 11968 1 09/20/00 00
0432326668 05 11/01/00 0
0018776187 O 10/01/30
0
3664284 665/G01 F 375,950.00 ZZ
360 375,492.89 1
12457 HIGH HORSE DRIVE 8.500 2,890.73 80
8.250 2,890.73 469,990.00
RANCHO CUCAMONG CA 91739 1 08/19/00 00
0432336170 05 10/01/00 0
88000219 O 09/01/30
0
3665510 163/G01 F 284,000.00 ZZ
360 283,654.70 1
4239 BRUDENELL DRIVE 8.500 2,183.71 80
8.250 2,183.71 355,000.00
FAIRFIELD CA 94533 1 08/21/00 00
0432366599 03 10/01/00 0
717531171 O 09/01/30
0
3673498 E22/G01 F 300,000.00 ZZ
360 299,025.27 1
3612 DUNLOP STREET 8.375 2,280.22 45
8.125 2,280.22 675,000.00
CHEVY CHASE MD 20815 2 08/02/00 00
0412029498 05 10/01/00 0
0412029498 O 09/01/30
0
3674768 956/G01 F 500,000.00 ZZ
360 498,934.47 1
50 WEST SHORE DR 7.750 3,582.06 80
7.500 3,582.06 630,000.00
MONTGOMERY TX 77365 1 07/21/00 00
0432255768 03 09/01/00 0
3210070094 O 08/01/30
0
3676915 163/G01 F 350,800.00 ZZ
360 350,564.62 1
1
8 HIGHLAND AVENUE 8.000 2,574.05 80
7.750 2,574.05 438,500.00
DIX HILLS NY 11746 1 09/21/00 00
0432359784 05 11/01/00 0
1000231695 O 10/01/30
0
3682621 601/G01 F 380,000.00 ZZ
360 378,701.75 1
16 BRADFORD ROAD 8.375 2,888.27 46
8.125 2,888.27 841,000.00
NEWTON MA 02461 1 06/02/00 00
0432260057 05 07/01/00 0
1443279110 O 06/01/30
0
3683488 637/G01 F 318,750.00 ZZ
360 318,342.08 1
75-54 194TH STREET 8.250 2,394.67 75
8.000 2,394.67 425,000.00
FRESH MEADOWS NY 11365 1 08/25/00 00
0432297141 05 10/01/00 0
0013328422 O 09/01/30
0
3683802 S20/G01 F 270,000.00 ZZ
360 269,832.18 1
222 SMALLWOOD DRIVE 8.375 2,052.20 90
8.125 2,052.20 300,000.00
CHAPIN SC 29036 1 09/20/00 04
0432299857 05 11/01/00 25
0010530 O 10/01/30
0
3684586 601/G01 F 272,000.00 ZZ
360 271,051.69 1
7540 PRESERVATION ROAD 7.875 1,972.19 80
7.625 1,972.19 340,000.00
TALLAHASSEE FL 32312 4 05/09/00 10
0432228849 03 07/01/00 35
1418990 O 06/01/30
0
3684647 163/G01 F 435,200.00 ZZ
360 434,915.32 1
2384 LEGION STREET 8.125 3,231.35 80
7.875 3,231.35 544,000.00
BELLMORE NY 11710 1 09/29/00 00
0432372290 05 11/01/00 0
1
1000232922 O 10/01/30
0
3684800 A48/G01 F 72,000.00 T
360 72,000.00 1
5822 LINCOLN CIRCLE WEST 8.875 572.86 75
8.625 572.86 96,000.00
LAKE WORTH FL 33466 1 10/13/00 00
0432352193 05 12/01/00 0
2515202282 O 11/01/30
0
3691034 822/G01 F 392,000.00 ZZ
360 390,937.32 1
438 ROUND HILL ROAD 8.000 2,876.36 80
7.750 2,876.36 490,000.00
RADNOR PA 19087 1 06/29/00 00
0432224335 03 08/01/00 0
3626038882 O 07/01/30
0
3693143 601/G01 F 311,200.00 ZZ
360 310,398.02 1
103 W ST ANDREWS DR 8.250 2,337.94 80
8.000 2,337.94 389,000.00
SIOUX FALLS SD 57108 1 06/21/00 00
0432259851 05 08/01/00 0
14531313110 O 07/01/30
0
3693446 F28/G01 F 320,000.00 ZZ
360 318,912.00 1
1364 GULF PORT RUN 8.000 2,348.05 72
7.750 2,348.05 448,400.00
GRAYSON GA 30017 1 06/02/00 00
0432206985 05 07/01/00 0
5564648 O 06/01/30
0
3698807 163/G01 F 335,000.00 ZZ
360 334,548.92 1
134 PROSPECT AVENUE 8.000 2,458.12 86
7.750 2,458.12 390,000.00
BRIDGEWATER NJ 08807 1 09/01/00 04
0432342467 05 10/01/00 25
1000241187 O 09/01/30
0
1
3703315 601/G01 F 400,000.00 ZZ
360 399,229.52 1
6805 W COURTYARD DRIVE 8.250 3,005.07 43
8.000 3,005.07 950,000.00
AUSTIN TX 78730 2 07/13/00 00
0432228294 05 09/01/00 0
6021933 O 08/01/30
0
3707245 964/G01 F 299,800.00 ZZ
360 299,598.84 1
28 SERENITY LANE 8.000 2,199.83 66
7.750 2,199.83 460,000.00
LAGUNA NIGUEL CA 92677 1 09/14/00 00
0432314334 05 11/01/00 0
41085872 O 10/01/30
0
3714515 369/G01 F 297,000.00 ZZ
360 296,610.12 1
5908 HEATHERSTONE DRIVE 8.125 2,205.22 90
7.875 2,205.22 330,000.00
RALEIGH NC 27606 1 08/25/00 14
0432294213 05 10/01/00 25
0072441330 O 09/01/30
0
3715902 665/G01 F 310,000.00 ZZ
360 309,802.32 1
118 HARRISON COURT 8.250 2,328.93 67
8.000 2,328.93 468,000.00
SANTA CRUZ CA 95062 2 09/11/00 00
0432299915 05 11/01/00 0
88001426 O 10/01/30
0
3716977 286/286 F 450,000.00 ZZ
360 449,237.55 1
8904 HIGHFIELD RD 8.875 3,580.41 60
8.625 3,580.41 754,175.00
RICHMOND VA 23229 1 07/14/00 00
0000040914 05 09/01/00 0
0000040914 O 08/01/30
0
3717063 286/286 F 400,000.00 ZZ
360 398,187.94 1
2009 HAVERFORD CIR 8.375 3,040.29 57
8.125 3,040.29 710,000.00
1
CROWNSVILLE MD 21032 1 07/10/00 00
0000114529 05 09/01/00 0
0000114529 O 08/01/30
0
3717677 637/G01 F 404,000.00 ZZ
360 403,735.73 1
5025 WINKLE AVENUE 8.125 2,999.69 80
7.875 2,999.69 505,000.00
SANTA CRUZ CA 95065 1 09/15/00 00
0432358471 05 11/01/00 0
0021470448 O 10/01/30
0
3720134 144/144 F 591,371.00 ZZ
360 590,974.20 1
21 CARUSO PLACE 8.000 4,339.27 80
7.750 4,339.27 739,214.00
ARMONK NY 10504 1 09/27/00 00
08294909 05 11/01/00 0
08294909 O 10/01/30
0
3726717 369/G01 F 433,600.00 ZZ
360 433,323.51 1
700 N DOBSON #26 8.250 3,257.49 80
8.000 3,257.49 542,000.00
CHANDLER AZ 85224 1 08/28/00 00
0432294106 03 11/01/00 0
0072259054 O 10/01/30
0
3726727 665/G01 F 270,000.00 ZZ
360 269,836.43 1
9315 GAYMONT AVE 8.500 2,076.07 75
8.250 2,076.07 360,000.00
DOWNEY CA 90240 1 09/08/00 00
0432340727 05 11/01/00 0
88001919 O 10/01/30
0
3729723 665/G01 F 416,000.00 ZZ
360 415,766.79 1
1414 SOUTH FRY 8.875 3,309.88 80
8.625 3,309.88 520,000.00
KATY TX 77450 1 09/20/00 00
0432375277 03 11/01/00 0
88001740 O 10/01/30
0
1
3731778 369/G01 F 400,000.00 ZZ
360 399,488.11 1
21 LYNWOOD LANE 8.250 3,005.07 32
8.000 3,005.07 1,250,000.00
NASHVILLE TN 37205 1 08/30/00 00
0432294031 05 10/01/00 0
0072443005 O 09/01/30
0
3732194 405/405 F 390,000.00 ZZ
360 389,229.47 1
2303 TOWNES LANE 8.125 2,895.74 51
7.875 2,895.74 770,000.00
AUSTIN TX 78703 1 08/28/00 00
11807377 05 09/01/00 0
11807377 O 08/01/30
0
3732197 405/405 F 400,000.00 ZZ
360 399,488.11 1
347 SKYLAND DRIVE 8.250 3,005.07 62
8.000 3,005.07 650,000.00
BOERNE TX 78006 2 08/28/00 00
11813268 05 10/01/00 0
11813268 O 09/01/30
0
3732202 405/405 F 340,000.00 ZZ
360 339,350.43 1
3 MANNETTO CT 8.250 2,554.31 60
8.000 2,554.31 575,000.00
WEST HILLS NY 11743 1 08/28/00 00
16736589 05 10/01/00 0
16736589 O 09/01/30
0
3732209 405/405 F 350,000.00 ZZ
360 329,414.67 1
117 WHALING LANE 8.250 2,629.44 63
8.000 2,629.44 560,000.00
MOORESVILLE NC 28117 1 08/28/00 00
16758575 05 10/01/00 0
16758575 O 09/01/30
0
3735345 624/G01 F 392,000.00 ZZ
360 392,000.00 1
1
2125 UPPER SENIC DRIVE 8.375 2,979.48 80
8.125 2,979.48 490,000.00
FELTON CA 95018 1 10/05/00 00
0432364248 05 12/01/00 0
46000900176F O 11/01/30
0
3735352 964/G01 F 650,000.00 ZZ
360 649,606.23 1
3769 MOSSRIDGE WAY 8.500 4,997.94 77
8.250 4,997.94 845,000.00
EL DORADO HILLS CA 95762 5 09/13/00 00
0432323996 05 11/01/00 0
86551 O 10/01/30
0
3735536 J53/J53 F 472,500.00 ZZ
360 471,910.59 1
2201 LAKESHORE DRIVE 8.375 3,591.34 90
8.125 3,591.34 525,000.00
CLEBURNE TX 76031 2 08/25/00 12
200795 05 10/01/00 25
200795 O 09/01/30
0
3735727 665/G01 F 350,000.00 ZZ
360 349,771.05 1
6330 BROOKDALE DRIVE 8.125 2,598.74 43
7.875 2,598.74 830,000.00
CARMEL CA 93923 5 09/27/00 00
0432353845 05 11/01/00 0
88001002 O 10/01/30
0
3736078 E22/G01 F 122,550.00 ZZ
360 122,415.61 1
3862 92ND CIRCLE 9.000 986.07 95
8.750 986.07 129,000.00
URBANDALE IA 50322 1 08/24/00 01
0412086266 05 10/01/00 30
0412086266 O 09/01/30
0
3736864 E66/G01 F 274,000.00 ZZ
360 273,829.69 1
75 BRASWELL ROAD 8.375 2,082.60 76
8.125 2,082.60 361,000.00
NEWLAND NC 28657 2 08/31/00 00
0432305654 05 11/01/00 0
1
600567037 O 10/01/30
0
3738396 956/G01 F 268,000.00 ZZ
360 267,674.13 1
1295 LOS ROBLES ROAD 8.500 2,060.69 80
8.250 2,060.69 335,000.00
PLACERVILLE CA 95667 1 08/02/00 00
0432327039 05 10/01/00 0
310070252 O 09/01/30
0
3739303 637/G01 F 42,000.00 ZZ
360 41,976.45 1
39650 N US HWY 19 8.875 334.17 49
8.625 334.17 87,000.00
TARPON SPRINGS FL 34689 1 09/28/00 00
0432325983 05 11/01/00 0
0019109057 O 10/01/30
0
3740547 E22/G01 F 84,000.00 ZZ
360 83,905.47 1
9 ELKMONT PLACE 8.875 668.34 94
8.625 668.34 90,000.00
ASHEVILLE NC 28804 2 08/23/00 10
0412081499 05 10/01/00 30
0412081499 O 09/01/30
0
3741010 696/G01 F 319,350.00 ZZ
360 318,971.56 1
503 RESERVE CHAMPION DRIVE 8.625 2,483.87 80
8.375 2,483.87 399,190.00
ROCKVILLE MD 20850 1 08/24/00 00
0432237063 03 10/01/00 0
32700023 O 09/01/30
0
3741011 696/G01 F 600,000.00 ZZ
360 599,270.47 1
101 UHLER TERRACE 8.500 4,613.48 80
8.250 4,613.48 750,000.00
ALEXANDRIA VA 22301 2 08/21/00 00
0432236677 05 10/01/00 0
10000044 O 09/01/30
0
1
3741549 637/G01 F 145,000.00 ZZ
360 144,819.13 1
955 GONDOLIER BLVD 8.375 1,102.10 53
8.125 1,102.10 275,000.00
GULF BREEZE FL 32561 1 08/07/00 00
0432372050 05 10/01/00 0
0019100601 O 09/01/30
0
3742906 637/G01 F 274,500.00 ZZ
360 274,157.57 1
9821 S WESTBURY WAY 8.375 2,086.40 90
8.125 2,086.40 305,000.00
LITTLETON CO 80129 1 08/30/00 14
0432295830 05 10/01/00 25
0021295548 O 09/01/30
0
3744802 E22/G01 F 166,250.00 ZZ
360 166,067.69 1
2740 W. ROCK RIVER PARADI 9.000 1,337.69 95
8.750 1,337.69 175,000.00
WATERTOWN WI 53094 1 08/29/00 04
0412084170 05 10/01/00 30
0412084170 O 09/01/30
0
3746356 637/G01 F 317,000.00 ZZ
360 316,787.29 1
73-18 21ST AVENUE 8.000 2,326.04 89
7.750 2,326.04 360,000.00
JACKSON HEIGHTS NY 11370 1 09/07/00 11
0432301950 05 11/01/00 25
0013326665 O 10/01/30
0
3746640 069/G01 F 342,000.00 ZZ
360 341,792.81 1
108 TRAFALGAR LANE 8.500 2,629.69 80
8.250 2,629.69 427,500.00
SAN CLEMENTE CA 92672 1 09/06/00 00
0432329845 05 11/01/00 0
35188078365 O 10/01/30
0
3747173 U05/G01 F 298,000.00 ZZ
360 297,824.07 1
4330 MELODY LANE 8.625 2,317.81 95
8.375 2,317.81 313,772.00
1
VALLEJO CA 94591 1 09/22/00 04
0432391241 05 11/01/00 30
3069133 O 10/01/30
0
3747329 J83/G01 F 492,000.00 ZZ
360 491,694.19 1
10165 HUNTER SPRINGS DRIVE 8.375 3,739.56 80
8.125 3,739.56 615,000.00
LAS VEGAS NV 89134 1 09/27/00 00
0432356533 03 11/01/00 0
293234 O 10/01/30
0
3748330 470/G01 F 337,000.00 ZZ
360 336,795.84 1
178 DRAKEWOOD PLACE 8.500 2,591.24 59
8.250 2,591.24 576,500.00
NOVATO CA 94947 1 09/18/00 00
0432334225 05 11/01/00 0
15005560 O 10/01/30
0
3748651 964/G01 F 380,000.00 ZZ
360 379,769.80 1
1736 SWEETWOOD DRIVE 8.500 2,921.87 75
8.250 2,921.87 510,000.00
DALY CITY CA 94015 5 09/11/00 00
0432314052 05 11/01/00 0
84025 O 10/01/30
0
3749016 E22/G01 F 110,400.00 ZZ
360 110,265.77 1
501 7TH STREET 8.500 848.88 80
8.250 848.88 138,000.00
FORT LUPTON CO 80621 2 08/16/00 00
0412057200 05 10/01/00 0
0412057200 O 09/01/30
0
3749059 E22/G01 F 370,000.00 ZZ
360 369,501.82 1
27 STANDISH DRIVE 8.000 2,714.93 79
7.750 2,714.93 470,000.00
OCEAN NJ 07712 1 08/30/00 00
0412106437 05 10/01/00 0
0412106437 O 09/01/30
0
1
3749065 E22/G01 F 152,100.00 ZZ
360 151,928.83 1
7807 MONTILLA COURT 8.875 1,210.18 93
8.625 1,210.18 165,000.00
HOUSTON TX 77083 2 08/25/00 10
0412108912 03 10/01/00 30
0412108912 O 09/01/30
0
3749762 T35/G01 F 128,250.00 ZZ
360 128,090.02 1
3421 WALDROP CREEK TRAIL 8.375 974.79 95
8.125 974.79 135,500.00
DECATUR GA 30034 1 08/31/00 04
0400308680 05 10/01/00 30
0400308680 O 09/01/30
0
3750096 Q73/G01 F 468,000.00 ZZ
360 468,000.00 1
202 KEYSTONE PLACE 8.125 3,474.89 90
7.875 3,474.89 520,000.00
BRANDON MS 39042 2 10/10/00 11
0432341030 05 12/01/00 25
2741930 O 11/01/30
0
3750224 163/163 F 325,000.00 ZZ
360 324,357.87 1
211 RONAN WAY 8.125 2,413.12 55
7.875 2,413.12 591,000.00
BRANVHBURG NJ 08853 1 07/31/00 00
1000228397 05 09/01/00 0
1000228397 O 08/01/30
0
3751506 E66/G01 F 422,100.00 ZZ
358 421,833.64 1
141 NEWCOMB LANE 8.375 3,212.27 54
8.125 3,212.27 796,000.00
LEWISVILLE NC 27023 4 09/08/00 00
0432313609 05 11/01/00 0
600513104 O 08/01/30
0
3752439 E22/G01 F 209,000.00 ZZ
360 208,720.06 1
1
147 BRAMBLE STREET 8.875 1,662.90 95
8.625 1,662.90 220,000.00
SANTA ROSA BEAC FL 32459 1 08/31/00 04
0412113060 05 10/01/00 30
0412113060 O 09/01/30
0
3752960 163/163 F 308,000.00 T
360 307,615.77 1
1920 MARSH OAK LANE 8.375 2,341.03 80
8.125 2,341.03 385,000.00
SEABROOK ISLAND SC 29455 1 08/04/00 00
0010616 01 10/01/00 0
0010616 O 09/01/30
0
3753115 163/163 F 280,000.00 ZZ
360 279,474.25 1
1035 INDEPENDENCE STREET 8.375 2,128.20 80
8.125 2,128.20 350,000.00
DENVER CO 80215 1 07/20/00 00
75500314 05 09/01/00 0
75500314 O 08/01/30
0
3753224 163/163 F 340,000.00 ZZ
360 336,759.28 1
3 SHADY OAKS 8.375 2,584.25 68
8.125 2,584.25 500,000.00
GULFPORT MS 39503 4 07/28/00 00
12590702 05 09/01/00 0
12590702 O 08/01/30
0
3754105 227/G01 F 320,000.00 ZZ
360 319,092.87 1
6315 W PRICKLY PEAR TRAIL 8.375 2,432.24 80
8.125 2,432.24 400,000.00
PHOENIX AZ 85310 4 08/15/00 00
0432247922 03 10/01/00 0
1799293 O 09/01/30
0
3754952 757/G01 F 463,920.00 ZZ
360 463,920.00 1
40 SKYLINE CIRCLE 8.625 3,608.32 80
8.375 3,608.32 580,000.00
CANTON MA 02021 2 09/28/00 00
0432393197 05 12/01/00 0
1
1000008753 O 11/01/30
0
3755196 163/G01 F 300,000.00 ZZ
360 299,822.88 1
7671 SPRING TRACE 8.625 2,333.37 75
8.375 2,333.37 404,000.00
BRIGHTON MI 48114 5 09/14/00 00
0432341279 05 11/01/00 0
3917577034 O 10/01/30
0
3755375 286/286 F 328,300.00 ZZ
360 327,406.07 1
7986 WOODBRIDGE CT 8.750 2,582.74 80
8.500 2,582.74 410,400.00
SPRINGBORO OH 45066 1 06/30/00 00
0009585541 03 08/01/00 0
0009585541 O 07/01/30
0
3757766 637/G01 F 634,000.00 ZZ
360 633,605.93 1
804 TALISMAN DRIVE 8.375 4,818.86 61
8.125 4,818.86 1,050,000.00
PALO ALTO CA 94303 2 09/11/00 00
0432364057 05 11/01/00 0
0019606938 O 10/01/30
0
3757780 575/G01 F 322,500.00 ZZ
360 322,500.00 1
803 LENNON COURT SE 8.125 2,394.55 75
7.875 2,394.55 430,000.00
LEESBURG VA 20175 5 10/11/00 00
0432372001 03 12/01/00 0
9417163 O 11/01/30
0
3758180 405/405 F 370,000.00 ZZ
360 369,526.50 1
9805 RIVER RD 8.250 2,779.69 50
8.000 2,779.69 748,000.00
POTOMAC MD 20854 2 08/22/00 00
16827685 05 10/01/00 0
16827685 O 09/01/30
0
1
3758205 163/G01 F 479,200.00 ZZ
360 478,902.15 1
152 MASSIMO CIRCLE 8.375 3,642.27 80
8.125 3,642.27 599,000.00
SANTA ROSA CA 95404 1 09/20/00 00
0432371995 05 11/01/00 0
217577463 O 10/01/30
0
3759107 461/461 F 344,000.00 ZZ
360 343,622.77 1
455 HASSINGER ROAD 9.000 2,767.91 80
8.750 2,767.91 433,000.00
SAN JOSE CA 95111 1 08/23/00 00
9023499916 05 10/01/00 0
9023499916 O 09/01/30
0
3759143 461/461 F 351,000.00 ZZ
360 350,615.10 1
4940 DON PIO DRIVE 9.000 2,824.23 90
8.750 2,824.23 390,000.00
WOODLAND HILLS CA 91364 1 08/23/00 04
9023505993 05 10/01/00 25
9023505993 O 09/01/30
0
3759167 461/461 F 535,000.00 ZZ
360 534,332.60 1
3424 E VALLEY VISTA LN 8.375 4,066.39 52
8.125 4,066.39 1,035,000.00
PARADISE VALLEY AZ 85253 1 08/14/00 00
9030058242 05 10/01/00 0
9030058242 O 09/01/30
0
3759192 461/461 F 386,750.00 ZZ
360 386,242.31 1
7025 GROVESPRING DRIVE 8.125 2,871.61 85
7.875 2,871.61 455,000.00
RANCHO PALOS VE CA 90275 1 08/15/00 14
9030070742 05 10/01/00 12
9030070742 O 09/01/30
0
3760127 696/G01 F 289,600.00 ZZ
360 289,247.88 2
1016 CONSTITUTION AVENUE, NE 8.500 2,226.77 80
8.250 2,226.77 362,000.00
1
WASHINGTON DC 20002 1 08/31/00 00
0432248136 07 10/01/00 0
31200196 O 09/01/30
0
3760646 470/G01 F 320,950.00 ZZ
360 320,745.33 1
1363 ABILENE PLACE 8.250 2,411.20 80
8.000 2,411.20 401,240.00
NORCO CA 92860 1 09/07/00 00
0432308922 05 11/01/00 0
96030935 O 10/01/30
0
3760699 163/G01 F 399,200.00 ZZ
360 398,951.87 1
227 UNION STREET 8.375 3,034.21 80
8.125 3,034.21 499,000.00
SANTA CRUZ CA 95060 1 09/11/00 00
0432341188 05 11/01/00 0
717576333 O 10/01/30
0
3761425 163/G01 F 345,000.00 ZZ
360 344,790.99 1
73 -16 193RD STREET 8.500 2,652.76 75
8.250 2,652.76 460,000.00
FRESH MEADOWS NY 11367 1 09/26/00 00
0432359800 05 11/01/00 0
1000228035 O 10/01/30
0
3761803 Q64/G01 F 280,000.00 ZZ
360 279,830.37 1
225 SANDS POINT ROAD #7401 8.500 2,152.96 80
8.250 2,152.96 350,000.00
LONGBOAT KEY FL 34228 1 09/07/00 00
0432373512 03 11/01/00 0
7201010459 O 10/01/30
0
3762388 956/G01 F 315,000.00 ZZ
360 314,607.05 1
7772 SOUTH GLENCOE COURT 8.375 2,394.23 62
8.125 2,394.23 515,000.00
LITTLETON CO 80122 1 08/30/00 00
0432252724 03 10/01/00 0
2410070070 O 09/01/30
0
1
3763626 163/G01 F 415,000.00 ZZ
360 414,748.59 1
55 BAYBERRY ROAD 8.500 3,190.99 62
8.250 3,190.99 675,000.00
LAWRENCE NY 11559 1 09/11/00 00
0432336279 05 11/01/00 0
3217576549 O 10/01/30
0
3763788 D03/D03 F 408,000.00 ZZ
360 408,000.00 1
1132 CONTINENTALS WAY 8.375 3,101.09 80
8.125 3,101.09 515,000.00
BELMONT CA 94002 1 09/28/00 00
107065 09 12/01/00 0
107065 O 11/01/30
0
3764654 163/G01 F 267,250.00 ZZ
360 267,092.22 1
2343 JEFFREY ROAD 8.625 2,078.64 77
8.375 2,078.64 350,000.00
CAMARILLO CA 93010 2 09/08/00 00
0432341097 05 11/01/00 0
617571110 O 10/01/30
0
3764703 163/G01 F 649,950.00 ZZ
360 649,524.84 1
7338 N MYSTIC CANYON DRIVE 8.125 4,825.86 78
7.875 4,825.86 839,500.00
TUCSON AZ 85718 1 09/13/00 00
0432315174 05 11/01/00 0
1817582968 O 10/01/30
0
3765192 163/G01 F 558,800.00 ZZ
360 558,425.05 1
1142 NW JOHNSON STREET #104 8.000 4,100.28 80
7.750 4,100.28 698,500.00
PORTLAND OR 97209 1 09/11/00 00
0432314763 01 11/01/00 0
817573603 O 10/01/30
0
3765410 757/G01 F 389,600.00 ZZ
360 389,351.56 1
1
12 HEMLOCK DRIVE 8.250 2,926.94 80
8.000 2,926.94 487,000.00
CUMBERLAND CENT ME 04021 1 09/26/00 00
0432361814 05 11/01/00 0
1000021475 O 10/01/30
0
3766339 B57/G01 F 257,600.00 ZZ
360 257,600.00 1
5286 FILEDCREST DRIVE 8.250 1,935.27 80
8.000 1,935.27 322,000.00
CAMARILLO CA 93012 1 10/01/00 00
0432363521 05 12/01/00 0
2040357 O 11/01/30
0
3766475 637/G01 F 376,800.00 ZZ
360 376,565.79 1
4728 HEDGEWICK AVENUE 8.375 2,863.96 80
8.125 2,863.96 471,000.00
FREMONT CA 94538 1 09/08/00 00
0432342384 05 11/01/00 0
0015441769 O 10/01/30
0
3767113 637/G01 F 392,000.00 ZZ
360 392,000.00 1
10778 COUNTRY MEADOWS ROAD 8.250 2,944.97 80
8.000 2,944.97 490,000.00
SALINAS CA 93907 1 10/11/00 00
0432374312 05 12/01/00 0
0021471875 O 11/01/30
0
3768442 E45/G01 F 310,500.00 ZZ
360 310,500.00 1
4110 N LEAVITT 8.375 2,360.02 90
8.125 2,360.02 345,000.00
CHICAGO IL 60618 1 10/02/00 04
0432339232 05 12/01/00 25
96770 O 11/01/30
0
3769742 L38/G01 F 254,800.00 ZZ
360 254,653.40 1
18 GREENBROOK DRIVE 8.750 2,004.52 90
8.500 2,004.52 283,129.00
COLUMBUS NJ 08022 1 09/13/00 12
0432372928 05 11/01/00 30
1
03433 O 10/01/30
0
3770112 B60/G01 F 327,500.00 ZZ
360 327,296.44 1
335 BREAKWATER RIDGE NE 8.375 2,489.24 67
8.125 2,489.24 490,000.00
ATLANTA GA 30328 1 09/01/00 00
0432260008 05 11/01/00 0
297362 O 10/01/30
0
3770626 637/G01 F 304,000.00 ZZ
360 303,815.83 1
3884 HARLEQUIN TERRACE 8.500 2,337.50 80
8.250 2,337.50 380,000.00
FREMONT CA 94555 1 09/19/00 00
0432345833 09 11/01/00 0
0019591817 O 10/01/30
0
3771369 956/G01 F 308,750.00 ZZ
360 308,364.86 1
14 LANTERN LANE 8.375 2,346.72 80
8.125 2,346.72 389,000.00
MEDFIELD MA 02052 2 08/28/00 00
0432262012 05 10/01/00 0
3410080049 O 09/01/30
0
3772053 964/G01 F 390,000.00 ZZ
360 389,738.32 1
754 HIGHBRIDGE LANE 8.000 2,861.68 57
7.750 2,861.68 693,000.00
DANVILLE CA 94526 1 09/19/00 00
0432323152 03 11/01/00 0
86164 O 10/01/30
0
3772631 665/G01 F 442,000.00 ZZ
360 441,725.27 1
11450 AVANT LANE 8.375 3,359.52 80
8.125 3,359.52 555,000.00
CINCINNATI OH 45249 2 09/20/00 00
0432318889 05 11/01/00 0
88002397 O 10/01/30
0
1
3772963 163/G01 F 315,000.00 ZZ
360 314,799.14 1
330 PRIMROSE LANE 8.250 2,366.49 64
8.000 2,366.49 495,000.00
WATSONVILLE CA 95076 5 09/14/00 00
0432334266 05 11/01/00 0
717586662 O 10/01/30
0
3773073 624/G01 F 304,000.00 ZZ
360 304,000.00 1
943 ANGELUS WAY 8.375 2,310.62 80
8.125 2,310.62 380,000.00
DEL REY OAKS CA 93940 1 10/13/00 00
0432398592 05 12/01/00 0
88613000286 O 11/01/30
0
3773115 163/G01 F 304,000.00 ZZ
360 303,815.83 1
19646 ELMRIDGE LANE 8.500 2,337.50 80
8.250 2,337.50 380,000.00
HUNTINGTON BEAC CA 92648 1 09/13/00 00
0432379154 03 11/01/00 0
1417592686 O 10/01/30
0
3773457 E22/G01 F 400,000.00 ZZ
360 399,738.34 1
218 WEST END AVENUE 8.125 2,969.99 64
7.875 2,969.99 626,000.00
RIDGEWOOD NJ 07450 1 09/08/00 00
0412104663 05 11/01/00 0
0412104663 O 10/01/30
0
3773465 E22/G01 F 47,500.00 ZZ
360 47,472.67 1
502 YEATTS DRIVE 8.750 373.68 95
8.500 373.68 50,000.00
JOSEPHINE TX 75164 1 09/08/00 10
0412115594 05 11/01/00 30
0412115594 O 10/01/30
0
3774521 P60/G01 F 608,000.00 ZZ
360 607,592.04 1
26160 EDINBOROUGH CIR 8.000 4,461.29 80
7.750 4,461.29 760,000.00
1
PERRYSBURG OH 43551 1 09/27/00 00
0432340636 05 11/01/00 0
6100050803 O 10/01/30
0
3774815 163/G01 F 304,350.00 ZZ
360 304,150.91 1
17508 POWERS CREEK LOOP 8.125 2,259.79 90
7.875 2,259.79 338,200.00
SILVERTON OR 97381 1 09/14/00 11
0432372589 05 11/01/00 25
217589856 O 10/01/30
0
3775707 637/G01 F 548,000.00 ZZ
360 547,650.56 1
1896 FUMIA PLACE 8.250 4,116.94 80
8.000 4,116.94 685,000.00
SAN JOSE CA 95131 1 09/20/00 00
0432341089 05 11/01/00 0
0021470984 O 10/01/30
0
3776785 637/G01 F 437,500.00 ZZ
360 437,228.07 1
1175 FAIRFORD WAY 8.375 3,325.32 61
8.125 3,325.32 725,000.00
SAN JOSE CA 95129 2 09/14/00 00
0432372506 05 11/01/00 0
0021341920 O 10/01/30
0
3776809 F27/F27 F 340,000.00 ZZ
360 339,788.67 1
22 WILDERNESS COURT 8.375 2,584.25 76
8.125 2,584.25 450,000.00
STAFFORD VA 22554 5 09/15/00 00
6061133877 03 11/01/00 0
6061133877 O 10/01/30
0
3776914 665/G01 F 269,100.00 ZZ
360 268,949.14 1
10439 BAIRD AVENUE 8.875 2,141.08 90
8.625 2,141.08 299,000.00
LOS ANGELES CA 91324 1 09/14/00 01
0432322436 05 11/01/00 25
88001335 O 10/01/30
0
1
3777704 637/G01 F 285,000.00 ZZ
360 284,822.85 1
8116 LOYOLA BLVD 8.375 2,166.21 75
8.125 2,166.21 380,000.00
LOS ANGELES CA 90045 5 09/13/00 00
0432372456 05 11/01/00 0
0018215517 O 10/01/30
0
3777793 P59/G01 F 319,900.00 ZZ
360 319,685.36 1
2326 EL DORADO STREET 8.000 2,347.31 80
7.750 2,347.31 399,900.00
LOS OSOS CA 93402 1 09/22/00 00
0432329670 05 11/01/00 0
AT000705 O 10/01/30
0
3777933 E22/G01 F 60,000.00 ZZ
360 59,965.48 1
8916 FREDERICK AVENUE 8.750 472.02 43
8.500 472.02 150,000.00
NORTH BEACH MD 20714 5 09/06/00 00
0412097891 05 11/01/00 0
0412097891 O 10/01/30
0
3777958 E22/G01 F 235,200.00 T
360 235,053.81 1
340 KESTREL LANE 8.375 1,787.69 80
8.125 1,787.69 294,000.00
SILVERTHORNE CO 80498 1 09/11/00 00
0412129587 09 11/01/00 0
0412129587 O 10/01/30
0
3778394 E58/G01 F 282,450.00 ZZ
360 282,274.44 1
6100 BOX OAK COURT 8.375 2,146.83 80
8.125 2,146.83 354,080.00
LANHAM MD 20706 1 09/29/00 00
0432342343 03 11/01/00 0
18142919 O 10/01/30
0
3778505 J40/G01 F 360,000.00 T
360 359,776.24 1
1
2737 HIDDEN VALLEY ROAD 8.375 2,736.26 78
8.125 2,736.26 465,000.00
HIAWASSEE GA 30546 2 09/21/00 00
0432326809 05 11/01/00 0
7678968 O 10/01/30
0
3778728 950/G01 F 620,000.00 ZZ
360 619,226.57 1
3428 BEACH DRIVE SOUTHWEST 8.375 4,712.45 80
8.125 4,712.45 775,000.00
SEATTLE WA 98116 1 08/16/00 00
0432280618 05 10/01/00 0
N3007019 O 09/01/30
0
3779279 956/G01 F 365,000.00 ZZ
360 364,773.14 1
5343 LANCELOT 8.375 2,774.26 51
8.125 2,774.26 720,000.00
ST CHARLES MO 63304 4 09/05/00 00
0432263754 05 11/01/00 0
1610080146 O 10/01/30
0
3779585 K81/G01 F 66,000.00 T
360 65,963.95 1
520 ARROWHEAD TRAIL #612 9.000 531.05 77
8.750 531.05 85,900.00
HENDERSON NV 89015 1 09/13/00 00
0432329852 01 11/01/00 0
1001120 O 10/01/30
0
3779597 163/G01 F 330,000.00 ZZ
360 329,800.08 1
1 BAYCLUB DRIVE 8.500 2,537.42 69
APT 12C 8.250 2,537.42 485,000.00
BAYSIDE NY 11360 1 09/15/00 00
0432328359 06 11/01/00 0
1000229929 O 10/01/30
0
3779894 950/G01 F 48,000.00 ZZ
360 47,970.92 1
157 NW CODY COURT 8.500 369.08 33
8.250 369.08 149,950.00
HILLSBORO OR 97124 1 09/14/00 00
0432305068 05 11/01/00 0
1
Y4009002 O 10/01/30
0
3781288 J40/G01 F 71,250.00 ZZ
360 71,210.05 1
1200 WEST SKYLINE DRIVE 8.875 566.90 95
8.625 566.90 75,000.00
BOONEVILLE MS 38829 1 09/15/00 01
0432326775 05 11/01/00 30
7677972 O 10/01/30
0
3781566 637/G01 F 400,000.00 ZZ
360 399,538.04 1
4390 EMERALD RIDGE LANE 8.750 3,146.81 72
8.500 3,146.81 560,000.00
SUISUN CITY CA 94585 1 08/10/00 00
0432280683 05 10/01/00 0
0015428550 O 09/01/30
0
3782866 405/405 F 293,000.00 ZZ
360 292,605.49 1
4539 BANNING DRIVE 8.000 2,149.93 75
7.750 2,149.93 393,000.00
HOUSTON TX 77027 1 09/14/00 00
11822467 03 10/01/00 0
11822467 O 09/01/30
0
3782867 405/405 F 281,600.00 ZZ
360 281,110.39 1
6040 27TH AVENUE NORTHEAS 8.750 2,215.35 80
8.500 2,215.35 352,000.00
SEATTLE WA 98115 1 07/28/00 00
11822533 05 09/01/00 0
11822533 O 08/01/30
0
3782868 405/405 F 423,750.00 ZZ
360 423,207.72 1
6570 PETUNIA PLACE 8.250 3,183.49 75
8.000 3,183.49 565,000.00
CARLSBAD CA 92009 1 08/11/00 00
11827714 03 10/01/00 0
11827714 O 09/01/30
0
1
3782869 405/405 F 295,000.00 ZZ
360 294,588.72 1
22555 NORTHWEST BADERTSCHE 8.250 2,216.24 80
8.000 2,216.24 373,000.00
HILLSBORO OR 97124 1 08/09/00 00
11834991 05 10/01/00 0
11834991 O 09/01/30
0
3782872 405/405 F 915,000.00 ZZ
360 913,970.28 1
1313 VIA ROMERO 8.875 7,280.15 71
8.625 7,280.15 1,299,000.00
PALOS VERDES ES CA 90274 1 08/10/00 00
16743452 05 10/01/00 0
16743452 O 09/01/30
0
3782883 405/405 F 506,250.00 ZZ
360 505,634.45 1
337 NORTH ALFRED STREET 8.500 3,892.63 75
8.250 3,892.63 675,000.00
LOS ANGELES CA 90048 2 08/23/00 00
16813305 05 10/01/00 0
16813305 O 09/01/30
0
3782885 405/405 F 540,000.00 ZZ
360 539,681.18 1
13 CUTTERS RUN DRIVE 8.625 4,200.07 42
8.375 4,200.07 1,316,000.00
SOUTH BARRINGTO IL 60010 1 09/01/00 00
16820052 05 11/01/00 0
16820052 O 10/01/30
0
3782887 405/405 F 550,000.00 ZZ
360 549,313.90 1
935 SPRUCE STREET 8.375 4,180.40 51
8.125 4,180.40 1,091,399.00
WINNETKA IL 60093 1 09/01/00 00
16828741 05 10/01/00 0
16828741 O 09/01/30
0
3782890 405/405 F 457,500.00 ZZ
360 456,914.52 1
26530 DEEPBROOK DRIVE 8.250 3,437.05 75
8.000 3,437.05 610,000.00
1
RANCHO PALOS VE CA 90275 1 08/24/00 00
16831455 05 10/01/00 0
16831455 O 09/01/30
0
3782899 405/405 F 350,000.00 ZZ
360 349,543.15 1
4463 LA SERENA DRIVE 8.250 2,629.44 52
8.000 2,629.44 682,900.00
YORBA LINDA CA 92886 1 08/22/00 00
16844201 05 10/01/00 0
16844201 O 09/01/30
0
3782928 U59/G01 F 222,000.00 ZZ
360 221,723.07 1
6 ASHLEY COURT 8.375 1,687.36 53
8.125 1,687.36 420,000.00
SEARINGTOWN NY 11507 2 09/22/00 00
0432359677 05 10/27/00 0
800590955 O 09/27/30
0
3783332 F27/F27 F 600,000.00 ZZ
360 599,270.47 1
15925 BERLIN TURNPIKE 8.500 4,613.48 65
8.250 4,613.48 936,439.00
PURCELLVILLE VA 20132 1 08/01/00 00
6060107163 05 10/01/00 0
6060107163 O 09/01/30
0
3783686 T49/G01 F 279,600.00 ZZ
360 279,430.62 1
24 VALLEY CREST ROAD 8.500 2,149.88 80
8.250 2,149.88 349,500.00
SIMI VALLEY CA 93065 1 09/22/00 00
0432329308 01 11/01/00 0
00080152 O 10/01/30
0
3783808 825/G01 F 327,000.00 ZZ
360 326,796.75 1
508 LAKE COURT 8.375 2,485.44 90
8.125 2,485.44 363,634.00
BASALT CO 81621 1 09/21/00 04
0432304988 03 11/01/00 25
MATA O 10/01/30
0
1
3784321 253/253 F 274,902.00 ZZ
360 274,731.13 1
2276 ARBORETA CT. 8.375 2,089.46 80
8.125 2,089.46 343,628.00
SAN JOSE CA 95116 1 09/18/00 00
956320 05 11/01/00 0
956320 O 10/01/30
0
3784499 637/G01 F 270,000.00 ZZ
360 269,836.43 1
1849 COURTNEY AVENUE 8.500 2,076.07 75
8.250 2,076.07 360,000.00
SAN JOSE CA 95122 5 09/18/00 00
0432341402 05 11/01/00 0
0021472287 O 10/01/30
0
3785563 163/G01 F 281,250.00 ZZ
360 281,070.65 1
949 AVENIDA LOMA VISTA 8.250 2,112.94 90
8.000 2,112.94 312,500.00
SAN DIMAS CA 91773 1 09/14/00 11
0432336774 05 11/01/00 25
617549843 O 10/01/30
0
3786348 624/G01 F 260,000.00 ZZ
360 259,834.21 1
12415 DAISY COURT 8.250 1,953.29 70
8.000 1,953.29 375,000.00
TRUCKEE CA 96161 2 09/19/00 00
0432307510 05 11/01/00 0
36800500086F O 10/01/30
0
3787428 163/163 F 400,000.00 ZZ
360 399,461.43 1
9170 RADRICK RIDGE 8.000 2,935.06 77
7.750 2,935.06 519,900.00
BRENTWOOD TN 37027 1 08/24/00 00
80124470 03 10/01/00 0
80124470 O 09/01/30
0
3787774 163/163 F 382,500.00 ZZ
360 382,010.52 1
1
5527 CAMELOT DRIVE 8.250 2,873.59 90
8.000 2,873.59 425,000.00
CHARLOTTE NC 28270 1 08/31/00 11
0400445904 05 10/01/00 25
0400445904 O 09/01/30
0
3787859 163/163 F 387,000.00 ZZ
360 386,529.44 1
27511 VIA VALOR 8.500 2,975.70 90
8.250 2,975.70 430,000.00
DANA POINT CA 92624 1 08/18/00 11
617548787 05 10/01/00 25
617548787 O 09/01/30
0
3787863 163/163 F 318,300.00 ZZ
360 317,932.40 1
28039 CHARLES DRIVE 8.750 2,504.07 79
8.500 2,504.07 405,000.00
SANTA CLARITA CA 91350 2 08/08/00 00
617423601 05 10/01/00 0
617423601 O 09/01/30
0
3788092 163/163 F 450,000.00 ZZ
360 449,480.31 1
66 BERTRAND DRIVE 8.750 3,540.15 78
8.500 3,540.15 580,000.00
PRINCETON TOWNS NJ 08540 1 08/15/00 00
0018226 05 10/01/00 0
0018226 O 09/01/30
0
3788159 163/163 F 360,000.00 ZZ
360 359,550.90 1
1655 HIGHFIELD LANE 8.375 2,736.27 79
8.125 2,736.27 460,000.00
BRENTWOOD TN 37027 1 08/23/00 00
80131434 03 10/01/00 0
80131434 O 09/01/30
0
3788231 163/163 F 390,000.00 ZZ
360 389,513.50 1
2986 BRYN WOOD DRIVE 8.375 2,964.28 79
8.125 2,964.28 497,500.00
FITCHBURG WI 53711 1 08/11/00 00
3917497845 05 10/01/00 0
1
3917497845 O 09/01/30
0
3788281 163/163 F 447,900.00 ZZ
360 447,281.48 1
92 GREENWAY DRIVE 7.875 3,247.59 80
7.625 3,247.59 559,900.00
STATEN ISLAND NY 10301 1 08/17/00 00
1000157498 05 10/01/00 0
1000157498 O 09/01/30
0
3788391 163/163 F 340,000.00 ZZ
360 339,586.57 1
116 SOUTH MT VERNON AVENUE 8.500 2,614.31 80
8.250 2,614.31 425,000.00
PRESCOTT AZ 86303 1 08/17/00 00
1817527765 05 10/01/00 0
1817527765 O 09/01/30
0
3789177 163/163 F 338,000.00 ZZ
360 337,544.91 1
8 POWDER HILL ROAD 8.000 2,480.12 80
7.750 2,480.12 425,000.00
BOLTON MA 01740 2 08/03/00 00
321751063 05 10/01/00 0
321751063 O 09/01/30
0
3789397 665/G01 F 400,000.00 ZZ
360 399,751.38 1
620 INNISFREE LANE 8.375 3,040.29 79
8.125 3,040.29 510,000.00
CINCINNATI OH 45255 2 09/15/00 00
0432342624 05 11/01/00 0
88002396 O 10/01/30
0
3789515 964/G01 F 508,000.00 ZZ
360 508,000.00 1
959 SOUTH LONGWOOD AVENUE 8.000 3,727.53 80
7.750 3,727.53 635,000.00
LOS ANGELES CA 90019 1 10/04/00 00
0432398626 05 12/01/00 0
87437 O 11/01/30
0
1
3789706 A50/A50 F 341,100.00 ZZ
360 340,882.49 1
8125 GLYNNWOOD DRIVE 8.250 2,562.57 90
8.000 2,562.57 379,000.00
MONTGOMERY AL 36117 1 09/15/00 14
216545 05 11/01/00 25
216545 O 10/01/30
0
3791490 B60/G01 F 400,000.00 ZZ
360 399,751.38 1
8749 LONGDEN AVENUE 8.375 3,040.29 73
8.125 3,040.29 555,000.00
SAN GABRIEL (AR CA 91775 1 09/18/00 00
0432306462 05 11/01/00 0
298894 O 10/01/30
0
3791547 E22/G01 F 620,000.00 ZZ
360 619,594.44 1
31 BLUE HERON WAY 8.125 4,603.48 80
7.875 4,603.48 775,000.00
MONTGOMERY NJ 08558 1 09/14/00 00
0412066474 05 11/01/00 0
0412066474 O 10/01/30
0
3791705 163/G01 F 312,000.00 ZZ
360 311,815.80 1
21912 WAKEFIELD COURT 8.625 2,426.70 80
8.375 2,426.70 390,000.00
SANTA CLARITA CA 91350 1 09/18/00 00
0432365583 05 11/01/00 0
1417594724 O 10/01/30
0
3792748 637/G01 F 310,000.00 ZZ
360 309,812.19 1
128 LYNBROOK AVENUE 8.500 2,383.64 58
8.250 2,383.64 540,000.00
POINT LOOKOUT NY 11569 1 09/25/00 00
0432354116 05 11/01/00 0
0013327580 O 10/01/30
0
3793875 A48/G01 F 592,000.00 ZZ
360 591,668.11 1
6756 LAZY RIVER WAY 8.875 4,710.22 80
8.625 4,710.22 740,000.00
1
SAN JOSE CA 95120 1 09/19/00 00
0432318970 05 11/01/00 0
8711003843 O 10/01/30
0
3796495 163/G01 F 348,000.00 T
360 348,000.00 1
9 JEFFREY DRIVE 8.625 2,706.71 80
8.375 2,706.71 435,000.00
YORK ME 03909 1 10/12/00 00
0432397792 05 12/01/00 0
1000208113 O 11/01/30
0
3797268 637/G01 F 572,000.00 ZZ
360 571,662.29 1
215 SURF BIRD ISLE 8.625 4,448.96 58
8.375 4,448.96 1,000,000.00
FOSTER CITY CA 94404 2 09/07/00 00
0432325967 05 11/01/00 0
0021471487 O 10/01/30
0
3798051 757/G01 F 375,000.00 ZZ
360 375,000.00 1
7078 PARKARMS COURT 8.125 2,784.37 75
7.875 2,784.37 500,000.00
VILLA RICA GA 30180 2 10/13/00 00
0432362630 03 12/01/00 0
1000005718 O 11/01/30
0
3798726 696/G01 F 281,200.00 ZZ
360 281,020.69 1
11012 THRUSH RIDGE ROAD 8.250 2,112.56 80
8.000 2,112.56 351,500.00
RESTON VA 20191 1 09/15/00 00
0432274413 03 11/01/00 0
22800084 O 10/01/30
0
3798744 F44/G01 F 328,000.00 ZZ
360 327,779.92 1
N27 W26226 COACHMAN DRIVE 8.000 2,406.75 78
7.750 2,406.75 425,000.00
PEWAUKEE WI 53072 5 09/20/00 00
0432327989 05 11/01/00 0
216005 O 10/01/30
0
1
3799120 G75/G75 F 183,200.00 ZZ
360 182,881.46 1
326 MOORES BRANCH CIRCLE 8.750 1,441.24 80
8.500 1,441.24 229,000.00
WESTMINSTER MD 21158 1 07/27/00 00
04145290 03 09/01/00 0
04145290 O 08/01/30
0
3799127 G75/G75 F 350,000.00 ZZ
360 349,359.38 1
127 SANIBEL LANE 8.500 2,691.20 61
8.250 2,691.20 574,926.00
MOORESVILLE NC 28117 4 07/27/00 00
03983485 03 09/01/00 0
03983485 O 08/01/30
0
3799131 G75/G75 F 324,400.00 ZZ
360 323,995.31 1
3901 SHAMROCK COURT 8.375 2,465.68 80
8.125 2,465.68 405,500.00
PORT REPUBLIC MD 20676 1 08/30/00 00
04117152 03 10/01/00 0
04117152 O 09/01/30
0
3799132 G75/G75 F 310,000.00 ZZ
360 309,623.05 1
367 WOODLAND PLACE 8.500 2,383.64 61
8.250 2,383.64 510,000.00
SOUTH ORANGE NJ 07079 1 08/15/00 00
04149325 05 10/01/00 0
04149325 O 09/01/30
0
3799133 G75/G75 F 306,500.00 ZZ
360 306,309.48 1
319 GOLANVYI TRAIL 8.375 2,329.63 75
8.125 2,329.63 411,000.00
VONORE TN 37885 2 09/08/00 00
04171904 03 11/01/00 0
04171904 O 10/01/30
0
3799134 G75/G75 F 275,400.00 ZZ
360 275,228.82 1
1
12855 LATHERON DRIVE 8.375 2,093.24 73
8.125 2,093.24 377,698.00
PLYMOUTH MI 48170 1 09/06/00 00
04172778 01 11/01/00 0
04172778 O 10/01/30
0
3799136 G75/G75 F 440,000.00 ZZ
360 439,451.11 1
2951 SOUTHAVEN DRIVE 8.375 3,344.32 80
8.125 3,344.32 550,000.00
ANNAPOLIS MD 21401 1 08/24/00 10
04123383 05 10/01/00 12
04123383 O 09/01/30
0
3799141 G75/G75 F 263,900.00 ZZ
360 263,579.11 1
10221 ROYAL ST. ANDREWS PL 8.500 2,029.17 80
8.250 2,029.17 329,900.00
IJAMSVILLE MD 21754 1 08/31/00 00
04176168 03 10/01/00 0
04176168 O 09/01/30
0
3800326 E47/G01 F 385,600.00 ZZ
360 385,360.33 1
851 16TH STREET 8.375 2,930.84 80
8.125 2,930.84 482,000.00
BOULDER CO 80302 1 09/19/00 00
0432298750 05 11/01/00 0
7321010485 O 10/01/30
0
3802430 637/G01 F 284,000.00 ZZ
360 283,827.95 1
7243 SAYRE DRIVE 8.500 2,183.72 80
8.250 2,183.72 355,000.00
OAKLAND CA 94611 1 09/21/00 00
0432371888 05 11/01/00 0
0019608397 O 10/01/30
0
3802469 964/G01 F 392,000.00 ZZ
360 391,743.58 1
166 CATHERINE PARK DRIVE 8.125 2,910.59 80
7.875 2,910.59 490,000.00
GLENDORA CA 91741 1 09/21/00 00
0432314284 05 11/01/00 0
1
88373 O 10/01/30
0
3802715 637/G01 F 382,500.00 ZZ
360 382,268.27 1
3067 OLIVEWOOD PLACE 8.500 2,941.10 75
8.250 2,941.10 510,000.00
SAN JOSE CA 95148 1 09/28/00 00
0432359404 05 11/01/00 0
0021472931 O 10/01/30
0
3803419 420/G01 F 468,000.00 ZZ
360 467,701.57 1
15350 ARMSTRONG WOODS ROAD 8.250 3,515.93 80
8.000 3,515.93 585,000.00
GUERNEVILLE CA 95446 1 09/21/00 00
0432358711 05 11/01/00 0
0000462010 O 10/01/30
0
3805636 E22/G01 F 297,400.00 ZZ
360 297,219.83 1
13680 FRANKLIN ST. 8.500 2,286.75 90
8.250 2,286.75 331,000.00
BRIGHTON CO 80601 2 09/14/00 01
0412099483 05 11/01/00 25
0412099483 O 10/01/30
0
3806373 U05/G01 F 275,600.00 ZZ
360 275,433.04 1
1944 THREADNEEDLE WAY 8.500 2,119.13 80
8.250 2,119.13 344,500.00
SAN JOSE CA 95121 1 09/22/00 00
0432371805 05 11/01/00 0
3072066 O 10/01/30
0
3806916 637/G01 F 350,000.00 ZZ
360 349,776.81 1
1544 FUCHSIA DRIVE 8.250 2,629.44 45
8.000 2,629.44 795,000.00
SAN JOSE CA 95125 5 09/25/00 00
0432366060 05 11/01/00 0
0021472303 O 10/01/30
0
1
3807063 637/G01 F 287,000.00 ZZ
360 287,000.00 1
29026 SILVER CREEK ROAD 8.750 2,257.83 60
8.500 2,257.83 480,000.00
AGOURA HILLS CA 91301 5 10/12/00 00
0432385912 05 12/01/00 0
0019187723 O 11/01/30
0
3807065 Q73/G01 F 167,000.00 ZZ
360 166,908.78 1
6632 KIRBY TRACE COVE 9.000 1,343.72 90
8.750 1,343.72 187,000.00
MEMPHIS TN 39119 1 10/02/00 01
0432332864 05 11/01/00 25
2756886 O 10/01/30
0
3807186 637/G01 F 264,000.00 ZZ
360 263,840.06 1
1805 HILTON HEAD DRIVE 8.500 2,029.94 80
8.250 2,029.94 330,000.00
BOULDER CITY NV 89005 1 09/20/00 00
0432341212 05 11/01/00 0
001552692 O 10/01/30
0
3807584 964/G01 F 431,200.00 ZZ
360 431,200.00 1
2200 PATRICIA AVENUE 8.625 3,353.83 80
8.375 3,353.83 539,000.00
LOS ANGELES CA 90064 1 10/05/00 00
0432366300 05 12/01/00 0
86209 O 11/01/30
0
3808070 163/G01 F 672,000.00 ZZ
360 671,592.90 1
20382 SW APPY COURT 8.500 5,167.10 70
8.250 5,167.10 970,000.00
BEAVERTON OR 97007 2 09/22/00 00
0432390649 05 11/01/00 0
817608110 O 10/01/30
0
3808140 893/G01 F 284,000.00 ZZ
360 283,823.47 1
1248 UTAH STREET 8.375 2,158.61 62
8.125 2,158.61 459,000.00
1
SAN FRANCISCO CA 94110 1 09/15/00 00
0432329597 05 11/01/00 0
M00724021 O 10/01/30
0
3808546 E23/G01 F 322,550.00 ZZ
360 322,344.32 1
11045 WYNDEMERE LANE 8.250 2,423.21 80
8.000 2,423.21 403,193.00
ESCONDIDO CA 92026 1 09/09/00 00
0432329910 05 11/01/00 0
10511501 O 10/01/30
0
3808866 B57/G01 F 355,200.00 ZZ
360 355,200.00 1
918 CORTE AUGUSTA 8.250 2,668.50 80
8.000 2,668.50 444,000.00
CAMARILLO CA 93010 1 10/01/00 00
0432360378 01 12/01/00 0
2040400 O 11/01/30
0
3808960 964/G01 F 546,000.00 ZZ
360 546,000.00 1
2184 COSTA BRAVA 8.125 4,054.04 70
7.875 4,054.04 780,000.00
PISMO BEACH CA 93449 1 10/02/00 00
0432354140 03 12/01/00 0
43088124 O 11/01/30
0
3809032 948/G01 F 284,750.00 ZZ
360 284,590.36 2
462/464 42ND STREET 8.875 2,265.60 85
8.625 2,265.60 335,000.00
OAKLAND CA 94609 1 09/22/00 14
0432397693 05 11/01/00 12
53476 O 10/01/30
0
3809155 964/G01 F 304,000.00 ZZ
360 303,811.05 1
516 SAPPHIRE STREET 8.375 2,310.62 80
8.125 2,310.62 380,000.00
REDONDO BEACH CA 90277 1 09/26/00 00
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HOLLISTER CA 95023 1 10/02/00 00
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WOBURN MA 01801 1 09/20/00 01
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0432313625 05 10/01/00 0
08708941 O 08/01/29
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1
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FOUNTAIN HILLS AZ 85268 2 09/25/00 00
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FREMONT CA 94536 1 08/10/00 00
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3814531 956/G01 F 468,000.00 ZZ
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FAIRFIELD CT 06490 1 09/13/00 00
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3814802 163/163 F 400,000.00 ZZ
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0
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MCLEAN VA 22101 2 08/25/00 00
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0
3815217 286/286 F 287,640.00 ZZ
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5924 LOVEWOOD COURT 8.500 2,211.71 80
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TEMPE AZ 85284 2 08/18/00 00
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DENVER CO 80210 1 08/30/00 00
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EVERGREEN CO 80439 1 09/01/00 00
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WAKEFIELD MA 01880 1 08/30/00 00
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3815287 286/286 F 320,200.00 ZZ
360 319,946.23 1
3140 PARKLAND DRIVE 8.375 2,433.76 72
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WEST BLOOMFIELD MI 48322 2 08/30/00 00
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30413 RAMBLEWOOD CLUB DRIVE 8.375 2,258.94 80
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1
FARMINGTON HILL MI 48331 1 08/31/00 00
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4506 SHINNECOCK HILLS CIR 8.125 2,292.84 80
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GARLAND TX 75044 1 08/28/00 00
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3815295 286/286 F 270,800.00 ZZ
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608 PATRICE DR SE 8.500 2,082.22 80
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LEESBURG VA 20175 1 08/31/00 00
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3815296 286/286 F 353,000.00 ZZ
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11055 E GOLD DUST AVE 8.375 2,683.06 53
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SCOTTSDALE AZ 85259 1 08/23/00 00
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ZIONSVILLE IN 46077 1 08/28/00 00
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1
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288 ALLEN ST 8.250 2,337.95 80
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YELLOW SPRINGS OH 45387 1 08/29/00 00
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28030 COPPER CREEK LANE 8.250 2,147.13 48
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FARMINGTON HILL MI 48331 2 08/24/00 00
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7188 MEADOWBROOK DRIVE 8.250 2,129.85 90
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FREDERICK MD 21702 1 08/30/00 10
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GAITHERSBURG MD 20882 2 08/25/00 00
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PLANO TX 75093 1 08/25/00 00
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42255 GREEN MEADOW LANE 8.375 2,302.64 80
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LEESBURG VA 20176 1 08/31/00 00
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1
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DAVIS CA 95616 1 09/27/00 00
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0401407077 03 11/01/00 0
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REDMOND WA 98053 1 09/11/00 00
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SAN ANGELO TX 76904 2 09/27/00 00
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3817912 163/G01 F 286,000.00 ZZ
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4651 DEL RIO ROAD 8.625 2,224.48 75
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1
SACRAMENTO CA 95822 1 09/27/00 00
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25300 ROLLING GREENS WAY 8.500 2,513.58 80
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SANTA CLARITA CA 91350 1 09/25/00 00
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1000596WH O 10/01/30
0
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2981 MARK AVENUE 8.125 3,771.89 77
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SANTA CLARA CA 95051 2 09/19/00 00
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0019605781 O 10/01/30
0
3818346 637/G01 F 277,600.00 ZZ
360 277,427.46 1
43 TURTLE CREEK STREET 8.375 2,109.96 80
8.125 2,109.96 347,000.00
OAKLAND CA 94605 1 09/14/00 00
0432345817 05 11/01/00 0
0019606698 O 10/01/30
0
3818683 025/025 F 300,600.00 ZZ
360 300,035.55 1
11 RIDGEMONT ROAD 8.375 2,284.78 90
8.125 2,284.78 334,000.00
WINDHAM NH 03087 1 07/20/00 12
0138077458 05 09/01/00 25
0138077458 O 08/01/30
0
3818748 025/025 F 300,000.00 ZZ
360 295,456.62 1
716 LOTUS CREEK COURT 7.125 2,021.16 95
6.875 2,021.16 318,000.00
VIRGINIA BEACH VA 23456 1 04/29/99 12
0000967752 01 06/01/99 30
0000967752 O 05/01/29
0
1
3819086 A06/G01 F 457,000.00 ZZ
360 457,000.00 1
3700 OAKLAND DR 8.125 3,393.22 69
7.875 3,393.22 670,000.00
BLOOMFIELD HILL MI 48301 2 10/05/00 00
0432358281 05 12/01/00 0
0020015294 O 11/01/30
0
3819176 163/163 F 310,000.00 ZZ
360 309,613.28 1
250 CANTERBURY DRIVE 8.375 2,356.23 80
8.125 2,356.23 390,000.00
RAMSEY NJ 07446 1 08/31/00 00
1000182613 05 10/01/00 0
1000182613 O 09/01/30
0
3819336 E84/G01 F 384,000.00 ZZ
360 383,767.37 1
43850 WABEEK LANE 8.500 2,952.63 63
8.250 2,952.63 616,454.00
NORTHVILLE MI 48167 1 09/08/00 00
0432301471 05 11/01/00 0
11802247 O 10/01/30
0
3820589 163/G01 F 292,400.00 ZZ
360 292,213.55 1
5061 WILLOW VALE WAY 8.250 2,196.70 80
8.000 2,196.70 365,500.00
ELK GROVE CA 95758 1 09/27/00 00
0432363885 05 11/01/00 0
716123930217612 O 10/01/30
0
3820590 163/G01 F 324,000.00 ZZ
360 323,803.72 1
2426 BRITTANY COURT 8.500 2,491.28 90
8.250 2,491.28 360,000.00
LODI CA 95242 1 09/21/00 04
0432341139 05 11/01/00 25
717572951 O 10/01/30
0
3821151 Q73/G01 F 360,000.00 ZZ
360 359,776.24 1
1
3969 WINDOLYN WAY 8.375 2,736.26 90
8.125 2,736.26 400,000.00
MEMPHIS TN 38133 1 09/29/00 01
0432327013 05 11/01/00 25
2761114 O 10/01/30
0
3821227 696/G01 F 318,400.00 ZZ
360 318,202.10 1
10373 GERSHWIN COURT 8.375 2,420.07 80
8.125 2,420.07 398,000.00
OAKTON VA 22124 1 09/22/00 00
0432295699 03 11/01/00 0
32600144 O 10/01/30
0
3821249 025/025 F 499,950.00 ZZ
360 499,326.32 1
1003 MILLERS LANE 8.375 3,799.99 67
8.125 3,799.99 750,000.00
MANAKIN SABOT VA 23103 2 08/08/00 00
0137858510 05 10/01/00 0
0137858510 O 09/01/30
0
3821304 637/G01 F 340,000.00 ZZ
360 340,000.00 1
570 CRYSTALBERRY TERRACE 8.375 2,584.25 80
8.125 2,584.25 425,000.00
SAN JOSE CA 95129 1 10/04/00 00
0432373967 09 12/01/00 0
0021473335 O 11/01/30
0
3821488 025/025 F 489,900.00 ZZ
360 488,956.34 1
8 DOGWOOD COURT 8.250 3,680.46 68
8.000 3,680.46 730,000.00
WOODBRIDGE CT 06525 1 07/13/00 00
0138076930 05 09/01/00 0
0138076930 O 08/01/30
0
3821875 893/G01 F 266,400.00 ZZ
360 266,400.00 1
4181 GRANADO AVENUE 8.750 2,095.77 80
8.500 2,095.77 333,000.00
FREMONT CA 94536 1 10/03/00 00
0432333169 05 12/01/00 0
1
M00914041 O 11/01/30
0
3822002 N60/N60 F 300,000.00 ZZ
360 299,436.68 1
545 HARWOOD COVE 8.375 2,280.22 69
8.125 2,280.22 435,000.00
MEMPHIS TN 38120 1 07/19/00 00
734689854 05 09/01/00 0
734689854 O 08/01/30
0
3822201 964/G01 F 248,800.00 ZZ
360 248,633.06 1
270 CHANNING WAY #20 8.000 1,825.61 80
7.750 1,825.61 311,000.00
SAN RAFAEL CA 94903 1 09/07/00 00
0432356632 01 11/01/00 0
84667 O 10/01/30
0
3822478 964/G01 F 342,950.00 ZZ
360 342,736.84 1
5492 MARYPORT DRIVE 8.375 2,606.67 80
8.125 2,606.67 430,000.00
HUNTINGTON BEAC CA 92649 2 09/25/00 00
0432334001 05 11/01/00 0
87488 O 10/01/30
0
3822769 964/G01 F 295,000.00 ZZ
360 295,000.00 1
32 CANYON OAK DRIVE 8.375 2,242.21 74
8.125 2,242.21 400,000.00
SAN RAFAEL CA 94903 1 10/12/00 00
0432393478 05 12/01/00 0
88843 O 11/01/30
0
3822826 637/G01 F 430,000.00 ZZ
360 429,732.73 1
339 AVENIDA ARBOLES 8.375 3,268.31 80
8.125 3,268.31 537,500.00
SAN JOSE CA 95123 1 09/25/00 00
0432385847 05 11/01/00 0
0013845821 O 10/01/30
0
1
3823159 E22/G01 F 121,600.00 ZZ
360 121,531.83 1
14 PARKVIEW ROAD 8.875 967.50 95
8.625 967.50 128,000.00
HAMDEN CT 06514 1 09/25/00 10
0412122624 05 11/01/00 30
0412122624 O 10/01/30
0
3823178 E22/G01 F 135,000.00 ZZ
360 134,924.32 1
339 CURTIS CREEK ROAD 8.875 1,074.12 83
8.625 1,074.12 164,000.00
CANDLER NC 28715 2 09/20/00 10
0412138869 05 11/01/00 12
0412138869 O 10/01/30
0
3823419 025/025 F 330,284.00 ZZ
360 329,216.34 1
7215 KNOWLTON TRACE 8.250 2,481.31 79
8.000 2,481.31 420,000.00
SUWANEE GA 30024 1 05/31/00 00
137843082 05 07/01/00 0
137843082 O 06/01/30
0
3823491 025/025 F 320,000.00 ZZ
360 319,383.63 1
700 HILLWOOD BOULEVARD 8.250 2,404.05 77
8.000 2,404.05 420,000.00
NASHVILLE TN 37205 1 07/17/00 00
0025155276 05 09/01/00 0
0025155276 O 08/01/30
0
3823671 286/286 F 244,000.00 ZZ
360 243,679.70 1
4546 PORTER STREET 8.125 1,811.69 80
7.875 1,811.69 305,000.00
FREMONT CA 94538 1 08/25/00 00
09760451 05 10/01/00 0
09760451 O 09/01/30
0
3823673 025/025 F 300,000.00 ZZ
360 299,478.38 1
18217 CARMEL DRIVE 8.750 2,360.11 79
8.500 2,360.11 381,000.00
1
CASTRO VALLEY CA 94546 1 07/21/00 00
0137807574 05 09/01/00 0
0137807574 O 08/01/30
0
3823958 286/286 F 390,000.00 ZZ
360 389,523.80 1
227 BEAUMONT BOULEVARD 8.500 2,998.76 75
8.250 2,998.76 520,000.00
PACIFICA CA 94044 1 08/29/00 00
9738849 03 10/01/00 0
9738849 O 09/01/30
0
3824001 286/286 F 475,050.00 ZZ
360 474,442.08 1
4224 SAVOIE COURT 8.250 3,568.89 80
8.000 3,568.89 593,817.00
LOOMIS CA 95650 1 08/29/00 00
09732531 03 10/01/00 0
09732531 O 09/01/30
0
3824352 286/286 F 288,000.00 ZZ
360 287,631.44 1
565 LAKE LOUISE DRIVE SOUTHWES 8.250 2,163.65 90
8.000 2,163.65 320,000.00
LAKEWOOD WA 98498 1 08/22/00 11
09751346 05 10/01/00 25
09751346 O 09/01/30
0
3824462 661/661 F 40,000.00 ZZ
360 39,975.77 1
21 MAPLEWOOD LANE 8.500 307.56 22
8.125 307.56 182,500.00
WILMINGTON DE 19810 5 09/06/00 00
4729489 05 11/01/00 0
4729489 O 10/01/30
0
3824656 025/025 F 355,000.00 ZZ
360 354,350.22 1
728 S BRUNER STREET 8.500 2,729.65 39
8.250 2,729.65 915,000.00
HINSDALE IL 60521 1 07/31/00 00
0138101282 05 09/01/00 0
0138101282 O 08/01/30
0
1
3824675 926/926 F 325,000.00 ZZ
360 325,000.00 1
47 WIDEWATER ROAD 8.500 2,498.97 66
8.250 2,498.97 495,000.00
HILTON HEAD ISL SC 29926 1 10/02/00 00
163020393 03 12/01/00 0
163020393 O 11/01/30
0
3824969 025/025 F 280,000.00 ZZ
360 279,641.67 1
3920 BENTLY BRIDGE ROAD 8.250 2,103.55 78
8.000 2,103.55 362,000.00
RALEIGH NC 27612 1 08/07/00 00
0138242417 03 10/01/00 0
0138242417 O 09/01/30
0
3825232 U05/G01 F 325,750.00 ZZ
360 325,542.28 1
1012 SANDWICK WAY 8.250 2,447.25 80
8.000 2,447.25 407,248.00
FOLSOM CA 95630 1 09/27/00 00
0432378867 03 11/01/00 0
3074350 O 10/01/30
0
3825251 025/025 F 300,000.00 ZZ
360 299,407.28 1
2646 PADDOCK GATE COURT 8.125 2,227.49 69
7.875 2,227.49 435,000.00
HERNDON VA 20171 1 07/31/00 00
138138417 05 09/01/00 0
138138417 O 08/01/30
0
3825290 025/025 F 560,000.00 ZZ
360 559,301.41 1
2607 9TH AVE W 8.375 4,256.41 80
8.125 4,256.41 700,000.00
SEATTLE WA 98119 1 08/04/00 00
0138059712 05 10/01/00 0
0138059712 O 09/01/30
0
3825332 286/286 F 293,000.00 ZZ
360 292,643.74 1
1
30040 LOS NOGALES ROAD 8.500 2,252.92 74
8.250 2,252.92 400,000.00
TEMECULA CA 92591 2 08/23/00 00
0956618 03 10/01/00 0
0956618 O 09/01/30
0
3825540 893/G01 F 325,000.00 ZZ
360 325,000.00 1
3486 CHALFANT ROAD 8.250 2,441.62 59
8.000 2,441.62 555,000.00
SANTA ROSA CA 95404 1 10/03/00 00
0432324309 05 12/01/00 0
A00925021 O 11/01/30
0
3825603 286/286 F 300,000.00 ZZ
360 299,653.54 1
4 LOTUS RIDGE ROAD 8.750 2,360.10 47
8.500 2,360.10 640,000.00
YORKVILLE IL 60560 5 08/28/00 00
09756335 05 10/01/00 0
09756335 O 09/01/30
0
3825613 025/025 F 292,200.00 ZZ
360 291,255.46 1
5554 RENOIR PORT LANE 8.000 2,144.06 80
7.750 2,144.06 365,310.00
BURKE VA 22015 1 06/28/00 00
0138053293 05 08/01/00 0
0138053293 O 07/01/30
0
3825935 025/025 F 460,000.00 ZZ
360 459,364.78 1
24267 W OLD OAK DRIVE 7.875 3,335.32 80
7.625 3,335.32 575,000.00
MUNDELEIN IL 60060 1 08/18/00 00
013823254 05 10/01/00 0
013823254 O 09/01/30
0
3825992 696/G01 F 285,050.00 ZZ
360 284,872.82 1
42722 MIDDLE RIDGE PLACE 8.375 2,166.59 80
8.125 2,166.59 356,315.00
ASHBURN VA 20148 1 09/22/00 00
0432295764 03 11/01/00 0
1
30100151 O 10/01/30
0
3826055 025/025 F 610,000.00 ZZ
360 609,219.37 1
40 PRESIDENTIAL DRIVE 8.250 4,582.73 68
8.000 4,582.73 910,000.00
SOUTHBOROUGH MA 01772 1 08/18/00 00
013824401 05 10/01/00 0
013824401 O 09/01/30
0
3826146 637/G01 F 300,000.00 ZZ
360 299,803.75 1
2622 45TH AVE SW 8.125 2,227.50 80
7.875 2,227.50 375,000.00
SEATTLE WA 98116 1 09/28/00 00
0432358372 05 11/01/00 0
0015445042 O 10/01/30
0
3826258 025/025 F 366,600.00 ZZ
360 365,893.88 1
24722 BOGEY RIDGE 8.250 2,754.14 65
8.000 2,754.14 566,600.00
SAN ANTONIO TX 78258 1 07/24/00 00
0138136049 05 09/01/00 0
0138136049 O 08/01/30
0
3826277 637/G01 F 332,000.00 ZZ
360 331,788.29 1
1224 DELAWARE AVENUE 8.250 2,494.21 80
8.000 2,494.21 415,000.00
SANTA CRUZ CA 95060 1 09/27/00 00
0432375715 05 11/01/00 0
0021471438 O 10/01/30
0
3826337 B28/G01 F 365,600.00 ZZ
360 365,378.52 1
25577 RIDGE TOP ROAD 8.500 2,811.15 80
8.250 2,811.15 457,000.00
EVERGREEN CO 80439 1 09/29/00 00
0432334050 05 11/01/00 0
000905008 O 10/01/30
0
1
3826348 637/G01 F 345,000.00 ZZ
360 344,780.01 1
10112 CRESENT MESA LANE 8.250 2,591.87 78
8.000 2,591.87 445,000.00
LAS VEGAS NV 89145 1 09/25/00 00
0432330991 03 11/01/00 0
0011553401 O 10/01/30
0
3826351 025/025 F 264,600.00 ZZ
360 260,120.40 1
5032 LYNWOOD ROAD 7.125 1,782.66 90
6.875 1,782.66 294,000.00
SHERRILLS FORD NC 28673 2 02/10/99 01
0001037814 05 04/01/99 25
0001037814 O 03/01/29
0
3826602 025/025 F 600,000.00 ZZ
360 598,814.57 1
7090 SW BENHAM COURT 8.125 4,454.98 79
7.875 4,454.98 760,000.00
PORTLAND OR 97225 1 07/03/00 00
013824209 03 09/01/00 0
013824209 O 08/01/30
0
3827206 637/G01 F 336,000.00 ZZ
360 336,000.00 1
1012 CHESWICK DRIVE 8.375 2,553.85 80
8.125 2,553.85 420,000.00
SAN JOSE CA 95121 1 10/02/00 00
0432373934 05 12/01/00 0
0021473541 O 11/01/30
0
3828026 665/G01 F 760,000.00 ZZ
360 760,000.00 1
842 YARDIS COURT 8.375 5,776.55 55
8.125 5,776.55 1,400,000.00
MOUNTAIN VIEW CA 94040 5 10/16/00 00
0432373314 05 12/01/00 0
88002827 O 11/01/30
0
3828215 T35/G01 F 88,000.00 ZZ
360 87,942.43 1
14 HARVEST RD 8.125 653.40 72
7.875 653.40 123,000.00
1
PERINTON NY 14450 1 09/25/00 00
0400311650 05 11/01/00 0
0400311650 O 10/01/30
0
3828412 R53/G01 F 925,000.00 ZZ
360 925,000.00 1
3113 HARBOR ROAD 8.375 7,030.67 48
8.125 7,030.67 1,950,000.00
SHELBURNE VT 05482 2 10/20/00 00
0432360956 05 12/01/00 0
3828412 O 11/01/30
0
3828676 405/405 F 339,625.00 ZZ
360 339,397.12 1
6242 SURFPOINT CIRCLE 8.000 2,492.05 65
7.500 2,492.05 522,500.00
HUNTINGTON BEAC CA 92648 1 08/31/00 00
16808693 03 11/01/00 0
16808693 O 10/01/30
0
3828677 405/405 F 450,000.00 ZZ
360 449,698.06 1
27014 MIRASOL STREET 8.000 3,301.94 69
7.500 3,301.94 660,000.00
SANTA CLARITA CA 91355 1 09/11/00 00
16808875 03 11/01/00 0
16808875 O 10/01/30
0
3828684 405/405 F 300,000.00 ZZ
360 299,798.70 1
1457 BELLEVUE AVE #10 8.000 2,201.30 60
7.500 2,201.30 503,500.00
BURLINGAME CA 94010 1 09/11/00 00
16839086 01 11/01/00 0
16839086 O 10/01/30
0
3828685 405/405 F 306,000.00 ZZ
360 305,804.87 1
359 SOUTHRIDGE DRIVE 8.250 2,298.88 80
7.750 2,298.88 382,500.00
AGOURA CA 91377 1 09/06/00 00
16842445 05 11/01/00 0
16842445 O 10/01/30
0
1
3828692 405/405 F 347,900.00 ZZ
360 347,284.54 1
36 STONE GATE S 8.125 2,583.15 80
7.625 2,583.15 434,900.00
LONGWOOD FL 32779 1 09/18/00 00
16847394 05 11/01/00 0
16847394 O 10/01/30
0
3828698 405/405 F 308,000.00 ZZ
360 307,803.59 1
4903 SOUTH CREST DRIVE 8.250 2,313.91 80
7.750 2,313.91 385,000.00
AUSTIN TX 78746 1 09/15/00 00
16879942 03 11/01/00 0
16879942 O 10/01/30
0
3828984 665/G01 F 568,000.00 ZZ
360 567,646.96 1
5625 DIABLO HILLS ROAD 8.375 4,317.21 80
8.125 4,317.21 710,000.00
TRES PINOS CA 95075 1 09/20/00 00
0432332351 03 11/01/00 0
88002104 O 10/01/30
0
3829176 624/G01 F 421,000.00 ZZ
360 421,000.00 1
2277 MADISON STREET 8.250 3,162.83 68
8.000 3,162.83 625,000.00
CAMBRIA CA 93428 4 10/04/00 00
0432360758 05 12/01/00 0
72014600573F O 11/01/30
0
3829493 661/661 F 390,000.00 ZZ
360 389,474.90 1
89 RED OAK WAY 8.000 2,861.68 68
7.625 2,861.68 580,000.00
MONTGOMERY TWP NJ 08502 1 08/18/00 00
4704854 05 10/01/00 0
4704854 O 09/01/30
0
3829808 964/G01 F 272,000.00 ZZ
360 271,830.93 1
1
21670 CRESTONE NEEDLES DRIVE 8.375 2,067.40 80
8.125 2,067.40 340,000.00
PARKER CO 80138 1 09/29/00 00
0432328995 05 11/01/00 0
89431 O 10/01/30
0
3829923 964/G01 F 447,200.00 ZZ
360 447,200.00 1
2410 SUNSET DRIVE 8.375 3,399.04 80
8.125 3,399.04 559,000.00
SAN LUIS OBISPO CA 93401 1 10/02/00 00
0432344992 05 12/01/00 0
43088703 O 11/01/30
0
3830121 964/G01 F 450,000.00 ZZ
360 450,000.00 1
3742 DIVISADERO STREET 8.375 3,420.33 34
8.125 3,420.33 1,350,000.00
SAN FRANCISCO CA 94123 5 10/12/00 00
0432366250 05 12/01/00 0
88896 O 11/01/30
0
3830204 405/405 F 384,290.00 ZZ
360 383,822.74 1
18 ROSEDOWN PLACE 8.500 2,954.86 80
8.250 2,954.86 480,362.00
THE WOODLANDS TX 77382 1 08/17/00 00
11806395 05 10/01/00 0
11806395 O 09/01/30
0
3830205 405/405 F 311,900.00 ZZ
360 311,490.56 1
2501 TWELVE OAKS LANE 8.125 2,315.85 80
7.875 2,315.85 389,900.00
COLLEYVILLE TX 76034 1 08/16/00 00
11807583 05 10/01/00 0
11807583 O 09/01/30
0
3830207 405/405 F 372,500.00 ZZ
360 371,818.18 1
2914 HEATHMOOR LANE 8.500 2,864.21 49
8.250 2,864.21 765,000.00
CHARLOTTE NC 28211 1 07/31/00 00
11814902 05 09/01/00 0
1
11814902 O 08/01/30
0
3830208 405/405 F 392,000.00 ZZ
360 391,498.34 1
3724 BINKLEY AVENUE 8.250 2,944.97 80
8.000 2,944.97 490,000.00
UNIVERSITY PARK TX 75205 1 08/11/00 00
11824653 05 10/01/00 0
11824653 O 09/01/30
0
3830209 405/405 F 283,800.00 ZZ
360 283,454.92 1
32545 FAVARA DRIVE 8.500 2,182.18 80
8.250 2,182.18 355,000.00
TEMECULA CA 92592 1 08/03/00 00
11825262 03 10/01/00 0
11825262 O 09/01/30
0
3830210 405/405 F 650,000.00 ZZ
360 649,189.16 1
4669 VINTAGE RANCH LANE 8.375 4,940.47 59
8.125 4,940.47 1,115,500.00
SANTA BARBARA CA 93110 1 08/16/00 00
11830189 05 10/01/00 0
11830189 O 09/01/30
0
3830211 405/405 F 408,000.00 ZZ
360 407,491.03 1
965 FERRAGALLI COURT 8.375 3,101.10 80
8.125 3,101.10 510,035.00
GILROY CA 95020 1 08/21/00 00
11833159 05 10/01/00 0
11833159 O 09/01/30
0
3830214 405/405 F 260,000.00 ZZ
360 259,479.54 1
5202 SOUTH GENOA WAY 8.250 1,953.29 80
8.000 1,953.29 325,000.00
AURORA CO 80015 1 08/25/00 00
11835378 03 10/01/00 0
11835378 O 09/01/30
0
1
3830215 405/405 F 292,000.00 ZZ
360 291,635.75 1
827 EMPRESS COURT 8.375 2,219.41 80
8.125 2,219.41 365,000.00
ALEXANDRIA VA 22308 1 09/01/00 00
11839297 05 10/01/00 0
11839297 O 09/01/30
0
3830218 405/405 F 304,000.00 ZZ
360 303,600.94 1
656 CRESTGLEN ROAD 8.125 2,257.19 80
7.875 2,257.19 380,000.00
GLENDORA CA 91741 1 08/25/00 00
11848710 05 10/01/00 0
11848710 O 09/01/30
0
3830219 405/405 F 318,400.00 ZZ
360 317,982.03 1
13405 TURLOCK COURT 8.125 2,364.11 80
7.875 2,364.11 398,000.00
SAN DIEGO CA 92129 1 08/24/00 00
11849031 03 10/01/00 0
11849031 O 09/01/30
0
3830220 405/405 F 364,800.00 ZZ
360 364,573.26 1
4315 MEADOWDALE LANE 8.375 2,772.74 80
8.125 2,772.74 456,000.00
DALLAS TX 75229 1 09/05/00 00
11849197 05 11/01/00 0
11849197 O 10/01/30
0
3830221 405/405 F 304,000.00 ZZ
360 303,520.08 1
217 LOVEGRASS LANE 8.375 2,310.62 80
8.125 2,310.62 380,000.00
SOUTHLAKE TX 76092 1 08/30/00 00
11852472 03 10/01/00 0
11852472 O 09/01/30
0
3830222 405/405 F 395,000.00 ZZ
360 394,748.12 1
519 CLAYMONT PLACE DRIVE 8.250 2,967.51 80
8.000 2,967.51 496,185.00
1
BALLWIN MO 63011 1 09/18/00 00
16521700 03 11/01/00 0
16521700 O 10/01/30
0
3830223 405/405 F 339,100.00 ZZ
360 338,904.90 1
130 E SAN FERNANDO STREET #PH7 8.750 2,667.70 79
8.500 2,667.70 429,900.00
SAN JOSE CA 95112 1 09/12/00 00
16653131 01 11/01/00 0
16653131 O 10/01/30
0
3830224 405/405 F 377,900.00 ZZ
360 377,682.58 1
130 E SAN FERNANDO STREET #301 8.750 2,972.94 80
8.500 2,972.94 472,400.00
SAN JOSE CA 95112 1 09/11/00 00
16723983 01 11/01/00 0
16723983 O 10/01/30
0
3830226 405/405 F 310,000.00 ZZ
360 309,812.19 1
2705 34TH PLACE NW 8.500 2,383.64 47
8.250 2,383.64 670,000.00
WASHINGTON DC 20007 1 09/05/00 00
16787137 05 11/01/00 0
16787137 O 10/01/30
0
3830228 405/405 F 425,000.00 ZZ
360 424,728.99 1
231 SAN CARLOS AVENUE 8.250 3,192.89 68
8.000 3,192.89 625,000.00
PIEDMONT CA 94611 1 09/13/00 00
16797532 05 11/01/00 0
16797532 O 10/01/30
0
3830230 405/405 F 400,000.00 ZZ
360 399,751.38 1
10 ROCKRIDGE RD 8.375 3,040.29 54
8.125 3,040.29 750,000.00
ARDSLEY NY 10502 1 09/13/00 00
16801516 05 11/01/00 0
16801516 O 10/01/30
0
1
3830233 405/405 F 400,000.00 ZZ
360 399,488.11 1
5830 GREEN MEADOW DRIVE 8.250 3,005.07 62
8.000 3,005.07 655,000.00
AGOURA HILLS CA 91301 1 08/22/00 00
16812497 03 10/01/00 0
16812497 O 09/01/30
0
3830235 405/405 F 400,000.00 ZZ
360 399,732.67 1
137 STRATFORD AVE 8.375 3,040.29 32
8.125 3,040.29 1,260,000.00
GARDEN CITY NY 11530 1 09/28/00 00
16823817 05 11/01/00 0
16823817 O 10/01/30
0
3830236 405/405 F 332,000.00 ZZ
360 331,793.64 1
11 CARRIAGE HILL RD 8.375 2,523.44 80
8.125 2,523.44 415,000.00
OSSINING NY 10562 1 09/15/00 00
16823916 05 11/01/00 0
16823916 O 10/01/30
0
3830237 405/405 F 650,000.00 ZZ
360 649,574.81 1
1205 NOBLE WAY 8.125 4,826.23 45
7.875 4,826.23 1,450,000.00
FLOWER MOUND TX 75022 1 09/12/00 00
16826828 03 11/01/00 0
16826828 O 10/01/30
0
3830239 405/405 F 390,000.00 ZZ
360 389,549.60 1
1435 SEMAR COURT 8.750 3,068.13 60
8.500 3,068.13 650,000.00
MT PROSPECT IL 60056 2 08/31/00 00
16832271 05 10/01/00 0
16832271 O 09/01/30
0
3830240 405/405 F 400,000.00 ZZ
360 399,488.11 1
1
1042 SUNNYHILLS ROAD 8.250 3,005.07 48
8.000 3,005.07 850,000.00
OAKLAND CA 94610 1 08/22/00 00
16835969 05 10/01/00 0
16835969 O 09/01/30
0
3830242 405/405 F 328,000.00 ZZ
360 327,755.00 1
252 7TH AVE #7'S 8.250 2,464.16 80
8.000 2,464.16 410,000.00
NEW YORK NY 10001 1 09/14/00 00
16841736 06 11/01/00 0
16841736 O 10/01/30
0
3830244 405/405 F 344,000.00 ZZ
360 343,559.77 1
2864 DEERFIELD DRIVE 8.250 2,584.36 80
8.000 2,584.36 430,129.00
ELLICOTT CITY MD 21043 1 09/01/00 00
16843468 05 10/01/00 0
16843468 O 09/01/30
0
3830256 405/405 F 400,000.00 ZZ
360 399,744.93 1
2653 REESE AVENUE 8.250 3,005.07 77
8.000 3,005.07 525,000.00
EVANSTON IL 60201 1 09/28/00 00
16861346 05 11/01/00 0
16861346 O 10/01/30
0
3830258 405/405 F 340,000.00 ZZ
360 339,777.59 1
11897 PRESERVATION LN 8.125 2,524.49 73
7.875 2,524.49 467,730.00
BOCA RATON FL 33498 1 09/19/00 00
16865875 03 11/01/00 0
16865875 O 10/01/30
0
3830260 405/405 F 293,600.00 ZZ
360 293,412.78 1
5450 MCCOMMAS BOULEVARD 8.250 2,205.72 80
8.000 2,205.72 367,000.00
DALLAS TX 75206 1 09/07/00 00
16868507 05 11/01/00 0
1
16868507 O 10/01/30
0
3830261 405/405 F 380,000.00 ZZ
360 379,745.02 1
12 STEWARTS GLEN DRIVE 8.000 2,788.31 49
7.750 2,788.31 790,000.00
PHOENIX MD 21131 1 09/15/00 00
16868911 05 11/01/00 0
16868911 O 10/01/30
0
3830264 405/405 F 280,000.00 ZZ
360 279,830.37 1
3037 BETSY WAY 8.500 2,152.96 80
8.250 2,152.96 350,000.00
SAN JOSE CA 95133 1 09/13/00 00
16873523 05 11/01/00 0
16873523 O 10/01/30
0
3830266 405/405 F 256,800.00 ZZ
360 256,640.38 1
1430 WEST 11TH AVENUE 8.375 1,951.87 80
8.125 1,951.87 321,000.00
ESCONDIDO CA 92025 1 09/14/00 00
16879637 05 11/01/00 0
16879637 O 10/01/30
0
3830289 757/G01 F 355,000.00 ZZ
353 354,773.06 1
4 CRAZY POSSUM LANE 8.500 2,741.52 75
8.250 2,741.52 475,000.00
SAVANNAH GA 31411 2 09/21/00 00
0432316495 03 11/01/00 0
8741001 O 03/01/30
0
3830393 E76/G01 F 266,250.00 ZZ
360 266,250.00 1
11586 SOUTH 66TH EAST AVENUE 8.625 2,070.87 75
8.375 2,070.87 355,000.00
BIXBY OK 74008 2 10/05/00 00
0432379410 05 12/01/00 0
00070062 O 11/01/30
0
1
3831389 E22/G01 F 318,400.00 ZZ
360 318,207.11 1
41 EXETER ROAD 8.500 2,448.22 80
8.250 2,448.22 398,000.00
SHORT HILLS NJ 07078 1 09/27/00 00
0412142655 05 11/01/00 0
0412142655 O 10/01/30
0
3831727 661/661 F 278,000.00 ZZ
360 277,625.70 1
1 DENISE DRIVE 8.000 2,039.86 80
7.625 2,039.86 348,385.00
UPPER FREEHOLD NJ 08501 1 08/31/00 00
4643656 03 10/01/00 0
4643656 O 09/01/30
0
3831997 956/G01 F 355,000.00 ZZ
360 354,784.94 1
7574 LAKEWATER DRIVE 8.500 2,729.64 71
8.250 2,729.64 505,000.00
CINCINNATI OH 45242 1 09/20/00 00
0432329829 05 11/01/00 0
3310080049 O 10/01/30
0
3832214 A06/G01 F 325,000.00 ZZ
360 325,000.00 1
26255 PEMBROOK 8.125 2,413.12 64
7.875 2,413.12 510,500.00
HUNTINGTON WOOD MI 48070 5 10/06/00 00
0432379527 05 12/01/00 0
0020016567 O 11/01/30
0
3832233 E66/G01 F 270,000.00 ZZ
360 269,663.18 1
508 DEERFIELD DRIVE 8.375 2,052.20 90
8.125 2,052.20 302,500.00
KINGS MOUNTAIN NC 28086 2 09/01/00 10
0432313617 05 10/01/00 25
600533762 O 09/01/30
0
3832615 M32/M32 F 350,000.00 ZZ
360 349,325.82 1
12651 ALLENDALE CIRCLE 8.250 2,629.44 95
8.000 2,629.44 368,423.00
1
FORT MYERS FL 33912 1 07/31/00 00
685010031 05 09/01/00 0
685010031 O 08/01/30
0
3832663 M32/M32 F 321,000.00 ZZ
360 320,599.55 1
556 SHASTEEN BEND DRIVE 8.375 2,439.84 100
8.125 2,439.84 321,000.00
WINCHESTER TN 37398 1 08/11/00 00
685012467 05 10/01/00 0
685012467 O 09/01/30
0
3832956 964/G01 F 275,200.00 ZZ
360 275,200.00 1
685 DRIFTWOOD ANVENUE 8.250 2,067.49 80
8.000 2,067.49 344,000.00
BREA CA 92821 1 10/03/00 00
0432333961 05 12/01/00 0
87888 O 11/01/30
0
3833001 B60/G01 F 332,000.00 ZZ
360 331,765.68 1
148 BELGLEN LANE 7.750 2,378.49 45
7.500 2,378.49 745,000.00
LOS GATOS CA 95032 2 09/25/00 00
0432333250 05 11/01/00 0
299977 O 10/01/30
0
3833453 286/286 F 367,200.00 ZZ
360 366,832.21 1
7016 OLD YORK ROAD 8.375 2,790.99 80
8.125 2,790.99 459,000.00
MCKINNEY TX 75070 1 09/11/00 00
0000026288 03 11/01/00 0
0000026288 O 10/01/30
0
3833589 286/286 F 280,000.00 ZZ
360 279,474.22 1
13300 ESTATE CIRCLE 8.375 2,128.21 80
8.125 2,128.21 350,000.00
AUSTIN TX 78737 2 07/31/00 00
0009976556 03 09/01/00 0
0009976556 O 08/01/30
0
1
3834046 R53/G01 F 270,000.00 ZZ
360 270,000.00 1
1460 KNEELAND FLATS 8.375 2,052.20 80
8.125 2,052.20 340,000.00
WATERBURY CENTE VT 05677 5 10/18/00 00
0432376226 05 12/01/00 0
0423541 O 11/01/30
0
3834304 964/G01 F 277,000.00 ZZ
360 277,000.00 1
9276 CENTRAL AVENUE 8.250 2,081.01 54
8.000 2,081.01 515,000.00
ORANGEVALE CA 95662 1 10/03/00 00
0432344125 05 12/01/00 0
87281 O 11/01/30
0
3834520 069/G01 F 383,200.00 ZZ
360 382,949.33 1
2705 WEST 234TH STREET 8.125 2,845.25 80
7.875 2,845.25 479,000.00
TORRANCE CA 90505 1 09/29/00 00
0432361590 05 11/01/00 0
22188081658 O 10/01/30
0
3834868 B60/G01 F 608,000.00 ZZ
360 607,602.29 1
4301 VIA DOLCE 8.125 4,514.38 80
7.875 4,514.38 760,000.00
MARINA DEL REY CA 90292 1 09/21/00 00
0432344281 09 11/01/00 0
296977 O 10/01/30
0
3835504 N28/G01 F 189,500.00 G
360 189,376.04 1
6600 SE PINE STREET 8.125 1,407.03 80
7.875 1,407.03 239,000.00
PORTLAND OR 97215 1 09/19/00 00
0432392223 05 11/01/00 0
21259 O 10/01/30
0
3835509 H12/G01 F 350,000.00 ZZ
360 350,000.00 1
1
2507 SOUTH 191ST CIRCLE 8.375 2,660.25 63
8.125 2,660.25 557,491.00
OMAHA NE 68130 4 10/17/00 00
0432360691 03 12/01/00 0
0800011536601 O 11/01/30
0
3835747 637/G01 F 280,000.00 ZZ
360 280,000.00 1
493 MILL CREEK ROAD 8.375 2,128.21 76
8.125 2,128.21 369,000.00
DUMONT CO 80436 1 10/02/00 00
0432358448 05 12/01/00 0
0015439425 O 11/01/30
0
3836274 H47/G01 F 325,000.00 ZZ
360 324,792.76 1
9558 ASPEN HILL CIRCLE 8.250 2,441.62 75
8.000 2,441.62 433,652.00
LITTLETON CO 80124 1 09/29/00 00
0432314524 03 11/01/00 0
410045477 O 10/01/30
0
3836329 811/G01 F 296,000.00 ZZ
360 296,000.00 1
802 RUE MONTAGNE STREET 8.500 2,275.98 80
8.250 2,275.98 370,000.00
CAMPBELL CA 95008 1 10/01/00 00
0432373991 09 12/01/00 0
FM02703382 O 11/01/30
0
3836729 H47/G01 F 142,000.00 ZZ
360 141,911.73 1
2734 WEST PLACITA MESA ALTA 8.375 1,079.31 80
8.125 1,079.31 177,500.00
TUCSON AZ 85741 1 09/26/00 00
0432315299 05 11/01/00 0
344400568 O 10/01/30
0
3837297 637/G01 F 375,000.00 ZZ
360 374,778.59 1
211 BELAIR DRIVE 8.625 2,916.72 75
8.375 2,916.72 500,000.00
SANTA CRUZ CA 95066 5 09/18/00 00
0432341162 05 11/01/00 0
1
0021472030 O 10/01/30
0
3837300 601/G01 F 295,200.00 ZZ
360 294,659.70 1
3608 BIRCHWOOD LANE 8.500 2,269.83 90
8.250 2,269.83 328,000.00
VESTAVIA HILLS AL 35243 1 08/01/00 12
0432319325 05 09/01/00 25
14566236 O 08/01/30
0
3837399 601/G01 F 337,500.00 ZZ
360 337,290.22 1
2220 CEDAR LAKE PARKWAY 8.375 2,565.25 90
8.125 2,565.25 375,000.00
MINNEAPOLIS MN 55416 1 09/11/00 04
0432319333 05 11/01/00 25
1935730 O 10/01/30
0
3837543 601/G01 F 297,000.00 ZZ
360 296,272.64 1
14600 BIG TIMBER 8.500 2,283.67 90
8.250 2,283.67 330,000.00
CHESTERFIELD MO 63017 1 06/16/00 10
0432319341 03 08/01/00 25
14503965 O 07/01/30
0
3837557 196/196 F 420,000.00 ZZ
360 419,732.17 1
2305 MEETING PLACE 8.250 3,155.33 46
8.000 3,155.33 920,000.00
MINNETONKA MN 55391 1 09/14/00 00
1384303 05 11/01/00 0
1384303 O 10/01/30
0
3837639 964/G01 F 420,000.00 ZZ
360 420,000.00 1
35 SILVER SADDLE LANE 8.125 3,118.49 80
7.875 3,118.49 525,000.00
ROLLING HILLS E CA 90274 1 10/23/00 00
0432381994 05 12/01/00 0
89336 O 11/01/30
0
1
3837933 601/G01 F 380,000.00 ZZ
360 379,537.97 1
5949 LINDELL BOULEVARD 8.500 2,921.87 80
8.250 2,921.87 475,000.00
ST LOUIS MO 63112 1 08/31/00 00
0432319358 05 10/01/00 0
14574990 O 09/01/30
0
3838079 601/G01 F 436,000.00 ZZ
360 435,496.49 1
8 DOWNINNG ROAD 8.750 3,430.01 66
8.500 3,430.01 670,000.00
HANOVER NH 03755 1 08/21/00 00
0432319028 05 10/01/00 0
1456041 O 09/01/30
0
3838174 B60/G01 F 301,600.00 ZZ
360 301,397.64 1
24575 SUNDANCE AVENUE 8.000 2,213.03 80
7.750 2,213.03 377,000.00
LAGUNA HILLS CA 92653 1 09/26/00 00
0432329837 03 11/01/00 0
298675 O 10/01/30
0
3838210 601/G01 F 273,100.00 ZZ
360 272,750.51 1
112 EAST 14TH AVENUE 8.250 2,051.71 95
8.000 2,051.71 287,500.00
NAPERVILLE IL 60563 1 08/15/00 01
0432319366 05 10/01/00 30
1000384 O 09/01/30
0
3838395 601/G01 F 311,000.00 ZZ
360 310,416.01 1
15213 SOUTH 31ST STREET 8.375 2,363.83 72
8.125 2,363.83 433,000.00
PHOENIX AZ 85048 1 07/24/00 00
0432319374 03 09/01/00 0
145388888 O 08/01/30
0
3838621 163/G01 F 400,000.00 ZZ
360 400,000.00 1
415 PAULETTE PLACE 8.250 3,005.07 90
8.000 3,005.07 447,500.00
1
LA CANADA-FLINT CA 91011 1 10/03/00 11
0432363950 05 12/01/00 25
617604820 O 11/01/30
0
3838662 601/G01 F 485,000.00 ZZ
360 484,065.78 1
172 EILEEN DRIVE 8.250 3,643.65 74
8.000 3,643.65 660,000.00
CEDAR GROVE NJ 07009 1 08/01/00 00
0432319382 05 09/01/00 0
000919 O 08/01/30
0
3838934 637/G01 F 306,000.00 ZZ
360 306,000.00 1
10804 NORTH 5750 WEST 8.125 2,272.05 62
7.875 2,272.05 500,000.00
HIGHLAND UT 84003 2 10/02/00 00
0432363976 05 12/01/00 0
0020738829 O 11/01/30
0
3840144 E22/G01 F 470,000.00 ZZ
360 469,707.87 1
859 COUNTRY CLUB DRIVE 8.375 3,572.34 73
8.125 3,572.34 645,000.00
NORTH PALM BEAC FL 33408 1 09/29/00 00
0412105306 05 11/01/00 0
0412105306 O 10/01/30
0
3840170 E22/G01 F 127,900.00 ZZ
360 127,822.52 1
2705 WILDWOOD DRIVE 8.500 983.44 75
8.250 983.44 172,500.00
ESTES PARK CO 80517 1 09/29/00 00
0412138323 05 11/01/00 0
0412138323 O 10/01/30
0
3840178 E22/G01 F 348,700.00 ZZ
360 348,504.52 1
11087 JACKSON ROAD 8.875 2,774.41 75
8.625 2,774.41 465,000.00
DENTON TX 76249 5 09/25/00 00
0412141608 05 11/01/00 0
0412141608 O 10/01/30
0
1
3840183 E22/G01 F 355,200.00 ZZ
360 354,979.22 1
4553 S VERSAILLES AVENUE 8.375 2,699.78 66
8.125 2,699.78 540,000.00
HIGHLAND PARK TX 75205 5 09/25/00 00
0412144081 05 11/01/00 0
0412144081 O 10/01/30
0
3840389 163/G01 F 450,000.00 ZZ
360 450,000.00 1
4 LORRAINE TERRACE 8.250 3,380.70 55
8.000 3,380.70 820,000.00
MARBLEHEAD MA 01945 1 10/05/00 00
0432398477 05 12/01/00 0
1000227915 O 11/01/30
0
3840490 601/G01 F 305,000.00 ZZ
360 304,810.43 1
7N801 COLUMBINE EAST 8.375 2,318.22 68
8.125 2,318.22 448,900.00
ST CHARLES IL 60175 1 09/05/00 00
0432319408 05 11/01/00 0
4411581 O 10/01/30
0
3841378 M32/M32 F 283,000.00 ZZ
360 282,454.88 1
2198 PRESTWICK DRIVE 8.250 2,126.09 100
8.000 2,126.09 283,000.00
GERMANTOWN TN 38139 1 08/09/00 00
685011984 05 09/01/00 0
685011984 O 08/01/30
0
3842043 811/G01 F 424,000.00 ZZ
360 424,000.00 1
3669 BRACH WAY 8.375 3,222.71 80
8.125 3,222.71 530,000.00
SANTA CLARA CA 95051 1 10/04/00 00
0432361517 09 12/01/00 0
FM02703360 O 11/01/30
0
3842050 964/G01 F 345,000.00 ZZ
360 345,000.00 1
1
122 TAYLOR DRIVE 8.000 2,531.49 67
7.750 2,531.49 515,000.00
FAIRFAX CA 94930 5 10/10/00 00
0432365955 05 12/01/00 0
89709 O 11/01/30
0
3842476 964/G01 F 328,000.00 ZZ
360 328,000.00 1
4321 OGDEN DRIVE 8.250 2,464.15 80
8.000 2,464.15 410,000.00
FREMONT CA 94538 1 10/17/00 00
0432393510 05 12/01/00 0
89707 O 11/01/30
0
3842762 405/405 F 438,200.00 ZZ
360 437,920.57 1
4341 GRIMES PLACE 8.250 3,292.06 70
7.750 3,292.06 626,000.00
LOS ANGELES CA 91316 1 09/12/00 00
16789687 05 11/01/00 0
16789687 O 10/01/30
0
3842782 356/G01 F 325,000.00 ZZ
360 325,000.00 1
144 EL DORADO AVE 8.500 2,498.97 59
8.250 2,498.97 555,000.00
DANVILLE CA 94526 5 10/06/00 00
0432372860 05 12/01/00 0
2821320 O 11/01/30
0
3842800 405/405 F 320,000.00 ZZ
360 319,579.92 1
22944 NE JEFFERSON POINT ROAD 8.125 2,376.00 79
7.875 2,376.00 407,500.00
KINGSTON WA 98346 1 08/11/00 00
11823127 05 10/01/00 0
11823127 O 09/01/30
0
3842801 405/405 F 412,000.00 ZZ
360 411,730.49 1
3771 WEST COMMODORE WAY 8.125 3,059.09 80
7.875 3,059.09 515,000.00
SEATTLE WA 98199 1 09/06/00 00
11840295 05 11/01/00 0
1
11840295 O 10/01/30
0
3842804 405/405 F 375,200.00 ZZ
360 374,731.96 1
7144 NORTH LEMMON ROCK CI 8.375 2,851.79 80
8.125 2,851.79 469,000.00
TUCSON AZ 85718 2 08/25/00 00
11850575 03 10/01/00 0
11850575 O 09/01/30
0
3842806 405/405 F 376,000.00 ZZ
360 375,760.23 1
22 CONCORD AVE 8.250 2,824.77 80
8.000 2,824.77 470,000.00
LARCHMONT NY 10538 1 09/21/00 00
16798498 05 11/01/00 0
16798498 O 10/01/30
0
3842807 405/405 F 550,000.00 ZZ
360 549,649.28 1
6 DEER RUN 8.250 4,131.97 62
8.000 4,131.97 901,000.00
RYE BROOK NY 10573 1 09/20/00 00
16830051 05 11/01/00 0
16830051 O 10/01/30
0
3842809 405/405 F 288,000.00 T
360 287,820.99 1
5 REYNEN CT 8.375 2,189.01 80
8.125 2,189.01 360,000.00
RIDGEWOOD NJ 07450 1 09/21/00 00
16868622 05 11/01/00 0
16868622 O 10/01/30
0
3842812 405/405 F 332,000.00 ZZ
360 331,777.23 1
6843 LORNA LANE 8.000 2,436.10 80
7.750 2,436.10 415,000.00
DALLAS TX 75214 1 09/20/00 00
16877482 05 11/01/00 0
16877482 O 10/01/30
0
1
3842813 405/405 F 763,750.00 ZZ
360 763,287.32 1
1353 ECHO VALLEY DRIVE 8.500 5,872.58 65
8.250 5,872.58 1,175,000.00
SAN JOSE CA 95120 1 09/15/00 00
16880304 05 11/01/00 0
16880304 O 10/01/30
0
3842923 U05/G01 F 56,000.00 T
360 55,968.61 1
2599 WILDRIDGE ROAD 8.875 445.56 72
8.625 445.56 78,000.00
BLAIRSVILLE GA 30512 4 09/19/00 00
0432372068 05 11/01/00 0
3056626 O 10/01/30
0
3843086 811/G01 F 472,000.00 ZZ
360 472,000.00 1
269 KAREN WAY 8.375 3,587.54 80
8.125 3,587.54 590,000.00
TIBURON CA 94920 1 10/03/00 00
0432387736 05 12/01/00 0
FM02800552 O 11/01/30
0
3843330 696/G01 F 377,350.00 ZZ
360 377,121.40 1
205 SADDLE RIDGE CIRCLE 8.500 2,901.50 80
8.250 2,901.50 471,731.00
ROCKVILLE MD 20850 1 09/27/00 00
0432304814 03 11/01/00 0
32700021 O 10/01/30
0
3843332 696/G01 F 350,000.00 ZZ
360 349,782.46 1
8317 CATHEDRAL FOREST DRIVE 8.375 2,660.25 54
8.125 2,660.25 659,900.00
FAIRFAX STATION VA 22039 1 09/28/00 00
0432305837 03 11/01/00 0
22800078 O 10/01/30
0
3843333 696/G01 F 240,000.00 ZZ
360 239,854.61 1
7802 RICHFIELD ROAD 8.500 1,845.39 80
8.250 1,845.39 300,000.00
1
SPRINGFIELD VA 22153 1 09/29/00 00
0432303287 03 11/01/00 0
21700180 O 10/01/30
0
3843586 964/G01 F 360,000.00 ZZ
360 360,000.00 1
1150 KING DRIVE 8.125 2,672.99 80
7.875 2,672.99 450,000.00
EL CERRITO CA 94530 1 10/04/00 00
0432334282 05 12/01/00 0
85974 O 11/01/30
0
3844484 964/G01 F 303,200.00 ZZ
360 303,200.00 1
1890 EAST OAK CREEK CIRCLE 8.375 2,304.54 80
8.125 2,304.54 379,000.00
FRESNO CA 93720 1 10/05/00 00
0432344968 03 12/01/00 0
43087329 O 11/01/30
0
3844809 E22/G01 F 75,000.00 ZZ
360 74,957.96 1
3753 WEST VINCENT LANE 8.875 596.73 53
8.625 596.73 143,119.00
FRESNO CA 93711 1 09/27/00 00
0412127672 03 11/01/00 0
0412127672 O 10/01/30
0
3844810 E22/G01 F 106,400.00 ZZ
360 106,338.78 1
2033 MEADOW ROAD 8.750 837.05 95
8.500 837.05 112,000.00
POLSON MT 59860 1 09/27/00 04
0412128019 05 11/01/00 30
0412128019 O 10/01/30
0
3844811 E22/G01 F 444,500.00 ZZ
360 444,230.72 1
3544 UNIVERSITY BOULEVARD 8.500 3,417.82 70
8.250 3,417.82 635,000.00
UNIVERSITY PARK TX 75205 5 09/25/00 00
0412131740 05 11/01/00 0
0412131740 O 10/01/30
0
1
3844946 601/G01 F 548,000.00 ZZ
360 547,316.39 1
2758 WEST PARK BOULEVARD 8.375 4,165.20 80
8.125 4,165.20 685,000.00
SHAKER HEIGHTS OH 44120 1 08/07/00 00
0432319036 05 10/01/00 0
1458501 O 09/01/30
0
3845288 601/G01 F 516,000.00 ZZ
360 515,339.66 1
121 PARKER AVENUE 8.250 3,876.54 80
8.000 3,876.54 645,000.00
NEWTON MA 02461 1 08/31/00 00
0432319051 05 10/01/00 0
1452257 O 09/01/30
0
3845316 M32/M32 F 275,000.00 ZZ
360 274,648.07 1
13641 44TH STREET NE 8.250 2,065.99 100
8.000 2,065.99 275,000.00
SAINT MICHAEL MN 55376 1 08/24/00 00
685012135 05 10/01/00 0
685012135 O 09/01/30
0
3845772 893/G01 F 408,750.00 ZZ
360 408,750.00 1
3101 OLD SONOMA ROAD 8.125 3,034.96 75
7.875 3,034.96 545,000.00
NAPA CA 94558 1 10/17/00 00
0432397156 05 12/01/00 0
A00828011 O 11/01/30
0
3845858 601/G01 F 391,200.00 ZZ
360 390,483.98 1
1218 STRATFORD ROAD 8.500 3,007.99 80
8.250 3,007.99 489,000.00
KANSAS CITY MO 64113 1 07/24/00 00
0432319432 05 09/01/00 0
190821388 O 08/01/30
0
3846044 601/G01 F 326,000.00 ZZ
360 325,418.45 1
1
110 MONTICELLO AVENUE 8.625 2,535.59 58
8.375 2,535.59 571,000.00
ANNAPOLIS MD 21401 1 07/27/00 00
0432319440 05 09/01/00 0
14553606110 O 08/01/30
0
3846180 601/G01 F 302,000.00 ZZ
360 301,432.93 1
609 CRESSBROOK DRIVE 8.375 2,295.42 80
8.125 2,295.42 377,500.00
LOUISVILLE KY 40206 1 07/31/00 00
0432319457 05 09/01/00 0
01454901 O 08/01/30
0
3846453 601/G01 F 360,000.00 ZZ
360 359,539.30 1
2095 MULLIGAN DRIVE 8.250 2,704.56 80
8.000 2,704.56 450,000.00
COLO SPRINGS CO 80920 1 08/18/00 00
0432319473 05 10/01/00 0
14585251 O 09/01/30
0
3846539 601/G01 F 271,900.00 ZZ
360 271,560.82 1
12501 HOGANS DRIVE 8.375 2,066.64 80
8.125 2,066.64 339,900.00
CHESTER VA 23836 1 08/31/00 00
0432319721 03 10/01/00 0
3000000273 O 09/01/30
0
3846751 601/G01 F 420,000.00 T
360 419,448.66 1
8215 WESTWOOD MEWS COURT 8.125 3,118.49 80
7.875 3,118.49 525,000.00
VIENNA VA 22182 1 08/30/00 00
0432319077 05 10/01/00 0
6024638 O 09/01/30
0
3846799 470/G01 F 264,300.00 ZZ
360 264,300.00 1
2 ELIOT CIRCLE 8.375 2,008.88 80
8.125 2,008.88 330,398.00
SALINAS CA 93906 1 10/13/00 00
0432398725 05 12/01/00 0
1
45000747 O 11/01/30
0
3846906 601/G01 F 303,799.00 ZZ
360 303,270.80 1
4875 SAWGRASS DRIVE WEST 8.750 2,389.99 80
8.500 2,389.99 379,749.00
ANN ARBOR MI 48108 1 08/03/00 00
0432319481 01 09/01/00 0
24532 O 08/01/30
0
3847245 601/G01 F 288,800.00 ZZ
360 288,611.09 1
738 POPLAR DRIVE 8.125 2,144.33 80
7.875 2,144.33 361,000.00
BELLINGHAM WA 98226 1 09/07/00 00
0432319747 05 11/01/00 0
1465516 O 10/01/30
0
3847401 069/G01 F 292,500.00 ZZ
360 292,322.79 1
7401 SEA BLUFF DRIVE #104 8.500 2,249.08 90
8.250 2,249.08 325,000.00
HUNTINGTON BEAC CA 92648 1 09/06/00 01
0432328235 01 11/01/00 25
22488075841 O 10/01/30
0
3847495 601/G01 F 428,000.00 ZZ
360 427,720.03 1
1829 FIELDEN DRIVE 8.125 3,177.89 80
7.875 3,177.89 535,000.00
LEXINGTON KY 40502 1 09/14/00 00
0432319085 05 11/01/00 0
1467526 O 10/01/30
0
3847528 624/G01 F 294,400.00 ZZ
360 294,400.00 1
1512 MADISON AVENUE 8.250 2,211.73 80
8.000 2,211.73 368,000.00
SAN DIEGO CA 92116 1 10/06/00 00
0432382760 05 12/01/00 0
390127000096F O 11/01/30
0
1
3847589 601/G01 F 285,300.00 ZZ
360 284,779.10 1
26 HERBERT ROAD 8.500 2,193.71 90
8.250 2,193.71 317,000.00
BRAINTREE MA 02184 1 08/18/00 04
0432319507 05 10/01/00 25
5113 O 09/01/30
0
3847594 601/G01 F 440,000.00 ZZ
360 439,451.11 1
10705 CEDAR STREET 8.375 3,344.32 80
8.125 3,344.32 550,000.00
OMAHA NE 68124 1 08/18/00 00
0432319515 05 10/01/00 0
14578843 O 09/01/30
0
3847626 624/G01 F 296,500.00 ZZ
360 296,500.00 1
15341 NORTRE DAME STREET 8.375 2,253.61 90
8.125 2,253.61 330,000.00
WESTMINSTER CA 92683 1 10/04/00 11
0432389146 05 12/01/00 25
35001800916F O 11/01/30
0
3847734 637/G01 F 521,500.00 ZZ
360 521,500.00 1
1064 GLEN ECHO AVENUE 8.125 3,872.13 70
7.875 3,872.13 745,000.00
SAN JOSE CA 95125 1 10/01/00 00
0432360352 05 12/01/00 0
0021472949 O 11/01/30
0
3847773 356/G01 F 318,000.00 ZZ
360 318,000.00 1
4408 SHELLBARK COURT 8.625 2,473.38 74
8.375 2,473.38 430,000.00
CONCORD CA 94521 5 10/05/00 00
0432392207 05 12/01/00 0
2826402 O 11/01/30
0
3847795 601/G01 F 335,000.00 ZZ
360 334,592.68 1
4740 MCKINLEY DRIVE 8.500 2,575.86 78
8.250 2,575.86 435,000.00
1
BOULDER CO 80303 1 08/25/00 00
0432319770 05 10/01/00 0
1464596110 O 09/01/30
0
3847803 601/G01 F 260,400.00 ZZ
360 260,075.17 1
10403 GREENMONT DRIVE 8.375 1,979.23 80
8.125 1,979.23 325,500.00
TAMPA FL 33626 1 08/25/00 00
0432319788 03 10/01/00 0
9201055L O 09/01/30
0
3847983 T49/G01 F 139,500.00 ZZ
360 139,500.00 1
5861 WYCOMBE LANE 8.500 1,072.63 33
8.250 1,072.63 430,000.00
INDIANAPOLIS IN 46220 5 10/05/00 00
0432324325 03 12/01/00 0
3847983 O 11/01/30
0
3847989 601/G01 F 288,000.00 ZZ
360 287,820.99 1
8080 FIRE PINK LANE 8.375 2,189.01 80
8.125 2,189.01 360,000.00
CEDAR HILL MO 63016 2 09/08/00 00
0432319796 05 11/01/00 0
60243003 O 10/01/30
0
3848030 601/G01 F 352,000.00 ZZ
360 351,321.98 1
610 WEST MINNEHAHA PARKWAY 8.250 2,644.46 80
8.000 2,644.46 440,000.00
MINNEAPOLIS MN 55419 1 08/01/00 00
0432319804 05 09/01/00 0
14627129110 O 08/01/30
0
3848159 601/G01 F 375,200.00 ZZ
360 374,458.70 1
2633 WIMBLEDON POINT DRIVE 8.125 2,785.85 80
7.875 2,785.85 469,000.00
VIRGINIA BEACH VA 23456 1 07/31/00 00
0432319523 03 09/01/00 0
4000000809 O 08/01/30
0
1
3848238 069/G01 F 350,000.00 ZZ
360 349,752.97 1
185 GRAND OAKS DRIVE 7.750 2,507.45 67
7.500 2,507.45 526,990.00
GLENDORA CA 91741 1 09/18/00 00
0432330629 03 11/01/00 0
21588064837 O 10/01/30
0
3848299 601/G01 F 300,000.00 ZZ
360 277,122.57 1
13307 W 129TH STREET 8.375 2,280.22 77
8.125 2,280.22 390,000.00
OVERLAND PARK KS 66213 1 07/25/00 00
0432321610 03 09/01/00 0
14586945110 O 08/01/30
0
3848442 601/G01 F 500,000.00 ZZ
360 499,376.27 1
2510 GAYLE COURT 8.375 3,800.36 65
8.125 3,800.36 775,000.00
NORTHBROOK IL 60062 1 08/11/00 00
0432319838 03 10/01/00 0
14629687110 O 09/01/30
0
3849169 964/G01 F 624,000.00 ZZ
360 624,000.00 1
234 LINDEN LANE 8.250 4,687.90 80
8.000 4,687.90 780,000.00
SAN RAFAEL CA 94901 1 10/10/00 00
0432365971 05 12/01/00 0
82554 O 11/01/30
0
3849407 624/G01 F 367,500.00 T
360 367,500.00 1
311 TALON STREET 8.375 2,793.27 75
8.125 2,793.27 490,000.00
HOMEWOOD CA 96142 1 10/18/00 00
0432381135 05 12/01/00 0
36800300236F O 11/01/30
0
3849409 B60/G01 F 380,000.00 ZZ
360 380,000.00 1
1
6933 MAYCROFT DRIVE 7.875 2,755.26 80
7.625 2,755.26 480,000.00
RANCHO PALOS VE CA 90275 1 09/29/00 00
0432338788 05 12/01/00 0
297430 O 11/01/30
0
3849845 822/G01 F 400,000.00 ZZ
360 399,751.38 1
950 MILL ROAD 8.375 3,040.29 60
8.125 3,040.29 676,600.00
BRYN MAWR PA 19010 1 09/14/00 00
0432317790 05 11/01/00 0
3626043134 O 10/01/30
0
3849938 E22/G01 F 105,800.00 ZZ
360 105,732.54 1
806 COLLEGE BLVD. 8.250 794.84 16
8.000 794.84 665,000.00
ALAMO HEIGHTS TX 78209 5 09/28/00 00
0412133431 05 11/01/00 0
0412133431 O 10/01/30
0
3849945 E22/G01 F 134,000.00 ZZ
360 133,924.88 1
931 NE 27 AVENUE 8.875 1,066.16 64
8.625 1,066.16 210,000.00
POMPANO BEACH FL 33062 2 09/28/00 00
0412147035 05 11/01/00 0
0412147035 O 10/01/30
0
3849959 E22/G01 F 272,400.00 ZZ
360 272,226.30 1
928 LAKE ELMO AVENUE NORTH 8.250 2,046.45 80
8.000 2,046.45 340,500.00
LAKE ELMO MN 55042 1 10/03/00 00
0412170334 05 11/01/00 0
0412170334 O 10/01/30
0
3849975 601/G01 F 648,000.00 ZZ
360 646,944.78 1
3912 TAMARA TRAIL 8.500 4,982.56 77
8.250 4,982.56 850,000.00
WILDWOOD MO 63069 2 08/31/00 00
0432319861 05 10/01/00 0
1
14625289 O 09/01/30
0
3850011 601/G01 F 415,200.00 ZZ
360 414,930.86 1
4504 FAIRWAY DRIVE 8.250 3,119.26 80
8.000 3,119.26 519,000.00
FLOWER MOUND TX 75028 1 09/05/00 00
0432319119 03 11/01/00 0
1465809 O 10/01/30
0
3850634 M29/G01 F 327,450.00 ZZ
360 327,450.00 1
311 BELVIEW COURT 8.500 2,517.81 62
8.250 2,517.81 535,000.00
LONGMONT CO 80501 5 10/11/00 00
0432360642 05 12/01/00 0
0008202CH O 11/01/30
0
3850659 637/G01 F 77,000.00 T
360 76,954.54 1
3014 REGATTA DRIVE 8.625 598.90 61
8.375 598.90 127,000.00
SARASOTA FL 34231 1 10/06/00 00
0432362762 05 11/01/00 0
0019114768 O 10/01/30
0
3850809 601/G01 F 350,000.00 ZZ
360 349,782.46 1
12003 WOODLAND ROAD 8.375 2,660.25 67
8.125 2,660.25 525,000.00
ANCHORAGE KY 40223 2 09/08/00 00
0432319895 05 11/01/00 0
14651905 O 10/01/30
0
3851175 601/G01 F 308,000.00 ZZ
360 307,605.83 1
103 OAK AVENUE 8.250 2,313.91 80
8.000 2,313.91 385,000.00
ISLAND HEIGHTS NJ 08732 1 08/30/00 00
0432319564 05 10/01/00 0
20200478 O 09/01/30
0
1
3851500 601/G01 F 317,000.00 ZZ
360 316,389.39 1
5900 O'SHANTER DRIVE 8.250 2,381.52 69
8.000 2,381.52 460,000.00
MT AIRY MD 21771 2 07/24/00 00
0432319572 03 09/01/00 0
000037 O 08/01/30
0
3851593 601/G01 F 388,000.00 ZZ
360 387,752.58 1
9100 BAINBRIDGE ROAD 8.250 2,914.92 80
8.000 2,914.92 485,000.00
BAINBRIDGE TOWN OH 44023 1 09/20/00 00
0432319135 05 11/01/00 0
1464191 O 10/01/30
0
3851603 964/G01 F 399,000.00 ZZ
360 398,752.00 1
4154 ANGELA PLACE 8.375 3,032.69 47
8.125 3,032.69 850,000.00
PLEASANTON CA 94566 2 09/13/00 00
0432312999 05 11/01/00 0
86657 O 10/01/30
0
3851663 601/G01 F 260,300.00 ZZ
360 259,975.29 1
1400 SIOUX AVENUE 8.375 1,978.47 95
8.125 1,978.47 274,000.00
PARSIPPANY TROY NJ 07034 1 08/18/00 04
0432319598 05 10/01/00 30
20200335 O 09/01/30
0
3851727 601/G01 F 284,000.00 ZZ
360 283,636.55 1
219 SOUTH 94TH STREET 8.250 2,133.60 80
8.000 2,133.60 355,000.00
OMAHA NE 68114 1 08/21/00 00
0432319606 05 10/01/00 0
112778 O 09/01/30
0
3851755 601/G01 F 300,000.00 ZZ
360 299,818.26 1
444 EAGLE POINTE LANDING DR 8.500 2,306.74 80
8.250 2,306.74 375,000.00
1
EUREKA MO 63025 1 09/07/00 00
0432319903 03 11/01/00 0
190823682 O 10/01/30
0
3851832 601/G01 F 650,000.00 ZZ
360 649,585.52 1
889 CHUCKANUT SHORE ROAD 8.250 4,883.23 75
8.000 4,883.23 875,000.00
BELLINGHAM WA 98226 1 09/01/00 00
0432319911 05 11/01/00 0
5019351401 O 10/01/30
0
3852002 964/G01 F 450,000.00 ZZ
360 450,000.00 1
536 MISSISSIPPI 8.250 3,380.70 68
8.000 3,380.70 670,000.00
SAN FRANCISCO CA 94107 1 10/11/00 00
0432350841 07 12/01/00 0
89995 O 11/01/30
0
3852204 E85/G01 F 354,560.00 ZZ
360 354,339.62 1
18 MILDENHALL STREET 8.375 2,694.91 75
8.125 2,694.91 472,750.00
NOVATO CA 94949 1 09/15/00 00
0432314342 03 11/01/00 0
9607704 O 10/01/30
0
3852240 601/G01 F 392,000.00 ZZ
360 391,523.35 1
16 GREEN WAY 8.500 3,014.15 80
8.250 3,014.15 490,000.00
HARRINGTON PARK NJ 07640 1 08/11/00 00
0432319929 05 10/01/00 0
13300 O 09/01/30
0
3852302 601/G01 F 292,000.00 ZZ
360 291,437.55 1
4504 BRECKINRIDGE BOULEVARD 8.250 2,193.70 80
8.000 2,193.70 365,000.00
RICHARDSON TX 75082 1 07/14/00 00
0432319945 03 09/01/00 0
30005013 O 08/01/30
0
1
3852449 601/G01 F 275,000.00 ZZ
360 274,833.40 1
129 BERKELEY PLACE 8.500 2,114.52 58
8.250 2,114.52 475,000.00
GLEN ROCK NJ 07452 1 09/08/00 00
0432319986 05 11/01/00 0
002923 O 10/01/30
0
3852569 601/G01 F 268,400.00 ZZ
360 268,056.52 1
11270 SHAY PARK WAY 8.250 2,016.40 80
8.000 2,016.40 335,530.00
NAMPA ID 83686 1 08/17/00 00
0432319614 03 10/01/00 0
004071 O 09/01/30
0
3852750 601/G01 F 387,900.00 ZZ
360 387,416.12 1
4109 NORTH PAULINA 8.375 2,948.32 90
8.125 2,948.32 431,000.00
CHICAGO IL 60613 1 08/21/00 10
0432320000 05 10/01/00 25
10611 O 09/01/30
0
3852838 601/G01 F 435,000.00 ZZ
360 434,471.07 1
18160 3RD AVENUE NO 8.500 3,344.78 76
8.250 3,344.78 575,000.00
PLYMOUTH MN 55447 1 08/28/00 00
0432319176 05 10/01/00 0
1461307 O 09/01/30
0
3853025 601/G01 F 280,000.00 ZZ
360 279,057.28 1
16710 BENTON TAYLOR DRIVE 8.375 2,128.20 74
8.125 2,128.20 380,000.00
CHESTERFIELD MO 63005 1 07/31/00 00
0432319184 03 09/01/00 0
1460284 O 08/01/30
0
3853052 601/G01 F 405,600.00 ZZ
360 404,722.52 1
1
9 WARREN CUTTING ROAD 8.375 3,082.86 80
8.125 3,082.86 507,000.00
CHESTER NJ 07930 1 08/31/00 00
0432320026 05 10/01/00 0
140649 O 09/01/30
0
3853332 M82/G01 F 399,900.00 ZZ
360 399,657.73 1
2108 MCELROY MOUNTAIN DRIVE 8.500 3,074.89 69
8.250 3,074.89 580,000.00
JASPER GA 30143 2 09/26/00 00
0432365609 05 11/01/00 0
11096 O 10/01/30
0
3853894 601/G01 F 400,000.00 ZZ
360 399,461.43 2
111-113 CRAFTS STREET 8.000 2,935.06 80
7.750 2,935.06 505,000.00
NEWTON MA 02460 1 09/01/00 00
0432319200 05 10/01/00 0
1461125 O 09/01/30
0
3853926 E23/G01 F 335,900.00 ZZ
360 335,691.22 1
1758 ORIOLE COURT 8.375 2,553.08 80
8.125 2,553.08 419,894.00
CARLSBAD CA 92009 1 09/13/00 00
0432333102 05 11/01/00 0
10511826 O 10/01/30
0
3853929 601/G01 F 325,000.00 ZZ
360 324,797.99 1
1272 FISH HOOK WAY 8.375 2,470.24 77
8.125 2,470.24 425,000.00
PONTE VEDRA BEA FL 32082 1 09/15/00 00
0432320034 03 11/01/00 0
60253911 O 10/01/30
0
3853977 601/G01 F 328,000.00 ZZ
360 327,785.43 1
4508 CORTLAND RD 8.125 2,435.40 80
7.875 2,435.40 410,000.00
CHEVY CHASE MD 20815 1 09/08/00 00
0432320042 05 11/01/00 0
1
50252228 O 10/01/30
0
3854001 B60/G01 F 326,900.00 ZZ
360 326,900.00 1
443 LENOX DR 8.250 2,455.89 90
8.000 2,455.89 363,840.00
CANTON MI 48188 1 10/06/00 01
0432341311 03 12/01/00 25
299901 O 11/01/30
0
3854086 313/G01 F 375,000.00 ZZ
360 375,000.00 1
5736 EAST AZURE HILLS DRIVE 8.125 2,784.37 48
7.875 2,784.37 785,000.00
CAVE CREEK AZ 85331 1 10/05/00 00
0432364917 03 12/01/00 0
0007015399 O 11/01/30
0
3854192 601/G01 F 284,000.00 ZZ
360 283,827.95 1
3400 N GEORGE MASON DR 8.500 2,183.72 80
8.250 2,183.72 355,000.00
ARLINGTON VA 22207 1 09/15/00 00
0432320067 05 11/01/00 0
60247368 O 10/01/30
0
3854253 601/G01 F 303,500.00 ZZ
360 303,311.36 1
38030 FAWN MEADOWS TRAIL 8.375 2,306.82 76
8.125 2,306.82 402,000.00
ELIZABETH CO 80107 2 09/14/00 00
0432320075 05 11/01/00 0
60254539 O 10/01/30
0
3854301 601/G01 F 320,800.00 ZZ
360 320,595.43 1
1812 KRISTY CT 8.250 2,410.07 80
8.000 2,410.07 401,000.00
LONGMONT CO 80504 1 09/18/00 00
0432320083 03 11/01/00 0
60247079 O 10/01/30
0
1
3854371 601/G01 F 389,600.00 ZZ
360 389,363.98 1
11605 MAGRUDER LANE 8.500 2,995.69 80
8.250 2,995.69 487,000.00
ROCKVILLE MD 20852 1 09/14/00 00
0432320091 05 11/01/00 0
60247574 O 10/01/30
0
3854517 601/G01 F 577,600.00 ZZ
360 577,240.99 1
22 WILLOWEND DRIVE 8.375 4,390.18 80
8.125 4,390.18 722,000.00
HOUSTON TX 77024 1 09/14/00 00
0432320117 03 11/01/00 0
60246329 O 10/01/30
0
3854533 601/G01 F 456,000.00 ZZ
360 455,701.71 1
770 WESLEY DR NW 8.125 3,385.79 80
7.875 3,385.79 570,000.00
ATLANTA GA 30305 1 09/15/00 00
0432320125 05 11/01/00 0
60256484 O 10/01/30
0
3854719 601/G01 F 300,000.00 ZZ
360 299,616.08 1
630 1ST AVE #18F 8.250 2,253.80 80
8.000 2,253.80 379,000.00
NEW YORK NY 10016 1 08/03/00 00
0432320133 06 10/01/00 0
60226297 O 09/01/30
0
3854738 601/G01 F 342,000.00 ZZ
360 341,306.96 1
6528 TURNBERRY DRIVE 8.000 2,509.48 64
7.750 2,509.48 542,000.00
FORT WORTH TX 76132 1 07/24/00 00
0432319218 03 09/01/00 0
6022804 O 08/01/30
0
3854752 601/G01 F 319,950.00 ZZ
360 319,540.55 1
406 CHAMPIONS DRIVE 8.250 2,403.68 80
8.000 2,403.68 399,965.00
1
GEORGETOWN TX 78628 1 08/14/00 00
0432320166 05 10/01/00 0
60239845 O 09/01/30
0
3854782 601/G01 F 480,000.00 ZZ
360 479,186.71 1
36 CROMWELL DR 8.875 3,819.10 80
8.625 3,819.10 605,000.00
RANDOLPH NJ 07945 1 07/31/00 00
0432320182 03 09/01/00 0
60207792 O 08/01/30
0
3854816 601/G01 F 275,000.00 ZZ
360 274,648.06 1
120 RABBIT RD 8.250 2,065.99 79
8.000 2,065.99 350,000.00
SANTA FE NM 87505 1 08/25/00 00
0432320190 05 10/01/00 0
60165487 O 09/01/30
0
3854835 601/G01 F 284,000.00 ZZ
360 283,636.55 1
814 WEEPING WILLOW DR 8.250 2,133.60 80
8.000 2,133.60 355,000.00
POWDER SPRINGS GA 30127 1 08/15/00 00
0432320208 03 10/01/00 0
60239084 O 09/01/30
0
3854874 E22/G01 F 317,000.00 ZZ
360 316,802.97 1
29 HICKORY NUT COVE ROAD 8.375 2,409.43 64
8.125 2,409.43 500,000.00
FAIRVIEW NC 28730 2 09/29/00 00
0412108524 05 11/01/00 0
0412108524 O 10/01/30
0
3854884 E22/G01 F 313,000.00 ZZ
360 312,795.25 1
2370 CHERRYSTONE DRIVE 8.125 2,324.02 68
7.875 2,324.02 463,017.00
SAN JOSE CA 95128 1 09/20/00 00
0412139487 05 11/01/00 0
0412139487 O 10/01/30
0
1
3854912 601/G01 F 348,000.00 ZZ
360 347,543.18 1
6150 MOUNTAIN BROOK LANE 8.125 2,583.89 80
7.875 2,583.89 435,000.00
ATLANTA GA 30328 1 08/18/00 00
0432320240 05 10/01/00 0
60239910 O 09/01/30
0
3854931 601/G01 F 432,200.00 ZZ
360 431,367.48 1
7330 LAUREL OAK DR 8.250 3,246.98 80
8.000 3,246.98 540,262.00
SUWANEE GA 30024 1 08/03/00 00
0432320257 05 09/01/00 0
60227345 O 08/01/30
0
3854980 116/116 F 500,000.00 ZZ
360 499,664.50 1
3702 FAR VIEW DRIVE 8.000 3,668.83 80
7.750 3,668.83 630,000.00
AUSTIN TX 78730 1 09/29/00 00
091068886 05 11/01/00 0
091068886 O 10/01/30
0
3854986 601/G01 F 346,000.00 ZZ
360 345,350.31 1
19550 MANOR ROAD 8.375 2,629.85 69
8.125 2,629.85 505,000.00
DEEPHAVEN MN 55331 2 07/26/00 00
0432319234 05 09/01/00 0
1442631 O 08/01/30
0
3855083 601/G01 F 353,200.00 ZZ
360 352,747.99 1
1510 WHITE TAIL DEER COURT 8.250 2,653.48 90
8.000 2,653.48 392,500.00
ANNAPOLIS MD 21401 1 08/11/00 11
0432320273 03 10/01/00 25
60241692 O 09/01/30
0
3855259 601/G01 F 310,410.00 ZZ
360 309,509.32 1
1
11093 SE VALLEY WAY 8.250 2,332.01 90
8.000 2,332.01 344,900.00
PORTLAND OR 97236 1 08/01/00 11
0432320281 05 10/01/00 25
20228821 O 09/01/30
0
3855272 601/G01 F 304,500.00 ZZ
360 303,882.95 1
10195 CHINKAPIN DRIVE 8.000 2,234.32 80
7.750 2,234.32 380,700.00
MANASSAS VA 20111 1 07/31/00 00
0432319663 05 09/01/00 0
14462287110 O 08/01/30
0
3855303 637/G01 F 427,000.00 ZZ
360 427,000.00 1
7477 VAL VERDE COURT 8.125 3,170.47 70
7.875 3,170.47 610,000.00
LOOMIS CA 95650 2 10/06/00 00
0432377380 05 12/01/00 0
0021339957 O 11/01/30
0
3855322 601/G01 F 267,150.00 ZZ
360 266,808.13 1
15019 TIMBERSHIRE COURT 8.250 2,007.01 80
8.000 2,007.01 333,963.00
MAGNOLIA TX 77355 1 08/31/00 00
0432320299 03 10/01/00 0
60191509 O 09/01/30
0
3855339 601/G01 F 300,000.00 ZZ
360 299,098.58 1
4106 GOLFVIEW DRIVE 8.500 2,306.75 70
8.250 2,306.75 432,902.00
JORDAN MN 55352 1 07/27/00 00
0432319671 05 09/01/00 0
14526222 O 08/01/30
0
3855480 E22/G01 F 310,000.00 ZZ
360 309,802.32 1
6677 TAYLOR ROAD 8.250 2,328.93 67
8.000 2,328.93 467,691.00
CINCINNATI OH 45248 5 09/29/00 00
0412154510 05 11/01/00 0
1
0412154510 O 10/01/30
0
3855488 E22/G01 F 420,000.00 ZZ
360 420,000.00 1
3230 TYROL DRIVE 8.125 3,118.49 39
7.875 3,118.49 1,100,000.00
LAGUNA BEACH CA 92651 2 09/29/00 00
0412161374 05 12/01/00 0
0412161374 O 11/01/30
0
3855684 601/G01 F 416,000.00 ZZ
360 415,076.92 1
10 LONE PINE WAY 8.250 3,125.27 80
8.000 3,125.27 520,000.00
COLORADO SPRING CO 80919 1 08/29/00 00
0432321677 03 10/01/00 0
21087853 O 09/01/30
0
3855701 601/G01 F 360,800.00 ZZ
360 360,139.63 1
43 WACHUSETT DRIVE 8.500 2,774.24 80
8.250 2,774.24 451,000.00
LEXINGTON MA 02421 1 08/01/00 00
0432319697 05 09/01/00 0
1453353110 O 08/01/30
0
3855755 601/G01 F 258,100.00 ZZ
360 257,769.71 1
19 SETON DRIVE 8.250 1,939.02 84
8.000 1,939.02 309,000.00
SHREWSBURY MA 01545 1 08/11/00 04
0432319705 05 10/01/00 12
1453807110 O 09/01/30
0
3855772 964/G01 F 330,000.00 ZZ
360 330,000.00 1
128 VARGAS COURT 8.125 2,450.24 69
7.875 2,450.24 480,000.00
MILPITAS CA 95035 2 10/09/00 00
0432372241 05 12/01/00 0
88779 O 11/01/30
0
1
3855810 601/G01 F 367,000.00 ZZ
360 366,505.86 1
19 ALBAN LANE 8.000 2,692.92 79
7.750 2,692.92 469,000.00
LITTLE ROCK AR 72211 2 09/01/00 00
0432319713 03 10/01/00 0
13940853110 O 09/01/30
0
3855961 601/G01 F 275,050.00 ZZ
360 274,870.08 1
904 LAKE BREEZE DRIVE 8.125 2,042.24 60
7.875 2,042.24 460,000.00
HIGHLAND VILLAG TX 75077 1 09/01/00 00
0432320315 03 11/01/00 0
20494563 O 10/01/30
0
3856023 637/G01 F 311,000.00 ZZ
360 311,000.00 1
2 OTIS STREET 8.375 2,363.83 79
8.125 2,363.83 398,000.00
DANVERS MA 01923 5 10/11/00 00
0432398493 05 12/01/00 0
0021754833 O 11/01/30
0
3856365 601/G01 F 310,300.00 ZZ
360 310,097.02 1
9311 HAMPTON OAKS LANE 8.125 2,303.97 80
7.875 2,303.97 387,900.00
CHARLOTTE NC 28270 1 09/15/00 00
0432320323 05 11/01/00 0
14639041110 O 10/01/30
0
3856462 601/G01 F 350,000.00 T
360 349,787.97 1
34508 NORTH 99TH WAY 8.500 2,691.20 62
8.250 2,691.20 570,000.00
SCOTTSDALE AZ 85262 2 09/06/00 00
0432320687 03 11/01/00 0
33321 O 10/01/30
0
3856556 601/G01 F 349,900.00 ZZ
360 349,226.00 1
8502 SAN FELIPE STREET 8.250 2,628.69 70
8.000 2,628.69 499,900.00
1
HOUSTON TX 77024 1 07/31/00 00
0432320331 05 09/01/00 0
60233319110 O 08/01/30
0
3856784 601/G01 F 264,000.00 ZZ
360 263,844.13 1
56 HILLCREST AVENUE 8.625 2,053.37 80
8.375 2,053.37 330,000.00
MORRIS NJ 07960 1 09/11/00 00
0432320364 05 11/01/00 0
14693840110 O 10/01/30
0
3856786 163/163 F 396,000.00 ZZ
360 395,668.76 1
520 GROVE STREET 8.500 3,044.90 80
8.250 3,044.90 495,000.00
NORWELL MA 02061 1 09/12/00 00
1000136773 05 11/01/00 0
1000136773 O 10/01/30
0
3856857 601/G01 F 273,000.00 ZZ
360 272,487.38 1
25 YORK DR 8.375 2,075.00 63
8.125 2,075.00 435,000.00
BRENTWOOD MO 63144 2 07/28/00 00
0432320372 03 09/01/00 0
60226305 O 08/01/30
0
3856950 163/163 F 281,950.00 ZZ
360 281,760.82 1
8140 ALBRITTON DOWNS 8.000 2,068.85 90
7.750 2,068.85 313,305.00
SUWANEE GA 30024 1 09/08/00 04
7717576093 03 11/01/00 25
7717576093 O 10/01/30
0
3857136 601/G01 F 275,000.00 ZZ
360 274,829.07 1
9419 SOUTHERN HILLS CIR 8.375 2,090.20 78
8.125 2,090.20 354,000.00
LONE TREE CO 80124 1 09/06/00 00
0432320380 01 11/01/00 0
60230596110 O 10/01/30
0
1
3857283 163/163 F 286,830.00 ZZ
360 286,651.71 1
125 SAUGUS AVENUE 8.375 2,180.12 90
8.125 2,180.12 319,000.00
SAUGUS MA 01906 1 09/15/00 11
1000220748 05 11/01/00 25
1000220748 O 10/01/30
0
3857316 601/G01 F 512,000.00 ZZ
360 511,344.78 1
1804 WROXTON ROAD 8.250 3,846.49 80
8.000 3,846.49 640,000.00
HOUSTON TX 77005 1 08/02/00 00
0432320398 05 10/01/00 0
60235801110 O 09/01/30
0
3857391 163/163 F 316,000.00 ZZ
360 315,625.52 1
96 DOUGLAS PLACE 8.625 2,457.82 80
8.375 2,457.82 395,000.00
MOUNT VERNON NY 10552 1 08/30/00 00
YZR12659 05 10/01/00 0
YZR12659 O 09/01/30
0
3857631 163/163 F 440,000.00 ZZ
360 439,719.42 1
1050 TERRA HILLS 8.250 3,305.58 80
8.000 3,305.58 550,000.00
JONESBORO AR 72401 4 09/14/00 00
2024963J 05 11/01/00 0
2024963J O 10/01/30
0
3857660 461/G01 F 304,000.00 ZZ
360 303,806.14 1
1020 TERI AVENUE 8.250 2,283.86 90
8.000 2,283.86 338,000.00
TORRANCE CA 90503 1 08/30/00 14
0432329076 05 11/01/00 25
9023477185 O 10/01/30
0
3857661 461/G01 F 325,000.00 ZZ
360 324,803.11 1
1
6359 ALMADEN ROAD 8.500 2,498.97 61
8.250 2,498.97 540,000.00
SAN JOSE CA 95120 5 08/31/00 00
0432321750 05 11/01/00 0
9023487978 O 10/01/30
0
3857664 461/G01 F 300,000.00 ZZ
360 299,818.25 1
3682 NORTH MILLS AVENUE 8.500 2,306.75 52
8.250 2,306.75 577,000.00
CLAREMONT CA 91711 1 08/29/00 00
0432321768 05 11/01/00 0
9023495153 O 10/01/30
0
3857665 461/G01 F 384,000.00 ZZ
360 383,761.32 1
12 EAST VIRGIL WALK 8.375 2,918.68 60
8.125 2,918.68 640,000.00
LONG BEACH CA 90803 1 09/05/00 00
0432322238 05 11/01/00 0
9023495294 O 10/01/30
0
3857669 461/G01 F 317,108.00 ZZ
360 316,900.57 1
1 COUNTRY WALK DRIVE 8.125 2,354.52 80
7.875 2,354.52 396,385.00
ALISO VIEJO CA 92656 1 09/01/00 00
0432322519 03 11/01/00 0
9023498975 O 10/01/30
0
3857671 461/G01 F 481,000.00 ZZ
360 480,701.03 1
20290 LANDIG CIRCLE 8.375 3,655.95 70
8.125 3,655.95 688,250.00
YORBA LINDA CA 92887 1 09/07/00 00
0432322311 03 11/01/00 0
9023501448 O 10/01/30
0
3857672 461/G01 F 343,900.00 T
360 343,691.66 1
991 LANGHART COURT 8.500 2,644.30 80
8.250 2,644.30 429,950.00
HEALDSBURG CA 95448 1 08/29/00 00
0432324333 05 11/01/00 0
1
9023502503 O 10/01/30
0
3857673 461/G01 F 314,400.00 T
360 314,214.37 1
4250 EL CAMINO REAL 8.625 2,445.38 80
#338 8.375 2,445.38 393,000.00
PALO ALTO CA 94306 1 08/25/00 00
0432322345 01 11/01/00 0
9023503311 O 10/01/30
0
3857675 461/G01 F 278,320.00 ZZ
360 278,133.25 1
3180 EAST ELM STREET 8.000 2,042.22 80
7.750 2,042.22 347,900.00
BREA CA 92821 1 09/07/00 00
0432318483 05 11/01/00 0
9023505381 O 10/01/30
0
3857678 461/G01 F 284,000.00 ZZ
360 283,823.47 1
3310 SAN RIVAS DR 8.375 2,158.61 80
8.125 2,158.61 355,000.00
SAN JOSE CA 95148 1 08/30/00 00
0432322592 05 11/01/00 0
9023505647 O 10/01/30
0
3857679 461/G01 F 330,000.00 ZZ
360 329,784.12 1
20530 WELLS DRIVE 8.125 2,450.25 62
7.875 2,450.25 539,000.00
WOODLAND HILLS CA 91364 5 09/08/00 00
0432320927 05 11/01/00 0
9023505894 O 10/01/30
0
3857680 461/G01 F 279,000.00 ZZ
360 278,642.95 1
21055 PROVIDENCE 8.250 2,096.04 90
8.000 2,096.04 310,000.00
LAKE FOREST CA 92630 1 08/25/00 04
0432324952 05 10/01/00 25
9023506868 O 09/01/30
0
1
3857681 461/G01 F 272,000.00 ZZ
360 271,835.22 1
6416 EAST PINION STREET 8.500 2,091.45 80
8.250 2,091.45 340,000.00
OAKPARK CA 91377 1 09/18/00 00
0432329100 05 11/01/00 0
9023506926 O 10/01/30
0
3857682 461/G01 F 275,500.00 ZZ
360 275,328.76 1
8312 MARION CIRCLE 8.375 2,094.00 95
8.125 2,094.00 290,000.00
WESTMINSTER CA 92683 1 09/29/00 10
0432324473 05 11/01/00 30
9023507627 O 10/01/30
0
3857683 461/G01 F 324,000.00 ZZ
360 323,798.61 1
161 LA VERNE AVENUE 8.375 2,462.64 80
8.125 2,462.64 405,000.00
LONG BEACH CA 90803 1 08/30/00 00
0432322667 05 11/01/00 0
9023507965 O 10/01/30
0
3857684 461/G01 F 265,000.00 ZZ
360 264,822.19 1
4433 WEST 61ST STREET 8.000 1,944.48 74
7.750 1,944.48 360,000.00
LOS ANGELES CA 90043 2 08/30/00 00
0432322063 05 11/01/00 0
9023508229 O 10/01/30
0
3857686 461/G01 F 320,000.00 ZZ
360 319,795.94 1
5211 EVANWOOD AVENUE 8.250 2,404.06 80
8.000 2,404.06 400,000.00
OAK PARK CA 91377 1 09/15/00 00
0432318285 05 11/01/00 0
9023509557 O 10/01/30
0
3857687 461/G01 F 285,000.00 ZZ
360 284,822.85 1
3122 LARKWOOD COURT 8.375 2,166.21 66
8.125 2,166.21 435,000.00
1
FALLBROOK CA 92028 1 09/06/00 00
0432329126 05 11/01/00 0
9023513054 O 10/01/30
0
3857688 461/G01 F 336,000.00 ZZ
360 335,785.74 1
3475 WINDSPUN DRIVE 8.250 2,524.26 80
8.000 2,524.26 420,000.00
HUNTINGTON BEAC CA 92649 1 09/18/00 00
0432321735 09 11/01/00 0
9023513153 O 10/01/30
0
3857694 461/G01 F 355,000.00 ZZ
360 354,773.63 1
4307 FOXFORD WAY 8.250 2,667.00 68
8.000 2,667.00 526,571.00
DUBLIN CA 94568 1 08/29/00 00
0432321800 05 11/01/00 0
9030052773 O 10/01/30
0
3857695 461/G01 F 325,000.00 ZZ
360 324,797.99 1
5932 FINECREST DRIVE 8.375 2,470.24 67
8.125 2,470.24 490,000.00
RANCHO PALOS VE CA 90275 5 09/05/00 00
0432322576 05 11/01/00 0
9030064109 O 10/01/30
0
3857697 461/G01 F 355,460.00 ZZ
360 355,239.05 1
26692 WEST HAVEN DRIVE 8.375 2,701.76 90
8.125 2,701.76 395,000.00
LAGUNA HILLS CA 92653 1 09/07/00 04
0432317071 03 11/01/00 25
9030068134 O 10/01/30
0
3857698 461/G01 F 280,000.00 ZZ
360 279,650.70 1
11864 RIVER RIM ROAD 8.375 2,128.21 80
8.125 2,128.21 350,000.00
SAN DIEGO CA 92126 1 08/25/00 00
0432316875 05 10/01/00 0
9030072011 O 09/01/30
0
1
3857699 461/G01 F 430,000.00 ZZ
360 429,725.80 1
718 H STREET 8.250 3,230.45 52
8.000 3,230.45 830,000.00
CORONADO CA 92118 1 09/26/00 00
0432316552 05 11/01/00 0
9030077630 O 10/01/30
0
3857700 461/G01 F 340,000.00 ZZ
360 339,788.67 1
930 WEST VALENCIA MESA DRIVE 8.375 2,584.25 80
8.125 2,584.25 425,000.00
FULLERTON CA 92835 1 09/12/00 00
0432316388 05 11/01/00 0
9030079842 O 10/01/30
0
3857701 461/G01 F 301,600.00 ZZ
360 301,412.54 1
19610 JEFFREY CIRCLE 8.375 2,292.38 80
8.125 2,292.38 377,000.00
CERRITOS CA 90703 1 09/15/00 00
0432321388 05 11/01/00 0
9030080022 O 10/01/30
0
3857703 461/G01 F 292,000.00 ZZ
360 291,823.10 1
2099 MCALLISTER STREET 8.500 2,245.23 75
8.250 2,245.23 390,000.00
RIVERSIDE AREA CA 92503 2 08/31/00 00
0432324556 05 11/01/00 0
9030080832 O 10/01/30
0
3857706 461/G01 F 263,000.00 ZZ
360 262,840.67 1
333 HENDERSON DRIVE 8.500 2,022.25 68
8.250 2,022.25 391,000.00
SAN JOSE CA 95123 5 09/14/00 00
0432318343 05 11/01/00 0
9030081673 O 10/01/30
0
3857708 461/G01 F 305,000.00 ZZ
360 304,815.23 1
1
22937 OSTRONIC DRIVE 8.500 2,345.19 72
8.250 2,345.19 425,000.00
WOODLAND HILLS CA 91367 2 09/20/00 00
0432316446 05 11/01/00 0
9030083430 O 10/01/30
0
3857710 461/G01 F 303,000.00 ZZ
360 302,811.67 1
12802 PERIWINKLE DR 8.375 2,303.02 64
8.125 2,303.02 477,500.00
SANTA ANA CA 92705 2 09/13/00 00
0432321917 05 11/01/00 0
9030087241 O 10/01/30
0
3857713 461/G01 F 330,000.00 ZZ
360 329,784.12 1
2052 PEACHTREE LANE 8.125 2,450.25 77
7.875 2,450.25 430,000.00
SAN JOSE CA 95126 5 09/12/00 00
0432318392 05 11/01/00 0
9030089304 O 10/01/30
0
3857714 461/G01 F 330,500.00 ZZ
360 330,283.80 1
305 CAMINO BRAVADO 8.125 2,453.96 54
7.875 2,453.96 620,500.00
SAN CLEMENTE CA 92673 1 09/18/00 00
0432317766 03 11/01/00 0
9030090252 O 10/01/30
0
3857718 461/G01 F 316,000.00 ZZ
360 315,803.59 1
36621 BISHOP STREET 8.375 2,401.83 80
8.125 2,401.83 395,000.00
NEWARK CA 94560 1 09/19/00 00
0432324853 05 11/01/00 0
9030096226 O 10/01/30
0
3857720 461/G01 F 309,600.00 ZZ
360 309,407.56 1
5241 IVYWOOD DRIVE 8.375 2,353.19 80
8.125 2,353.19 387,000.00
LA PALMA CA 90623 1 09/13/00 00
0432321875 05 11/01/00 0
1
9030098248 O 10/01/30
0
3857721 461/G01 F 650,000.00 ZZ
360 649,585.51 1
166 SAN FELIPE AVENUE 8.250 4,883.24 79
8.000 4,883.24 825,000.00
SAN FRANCISCO CA 94127 1 09/18/00 00
0432318004 05 11/01/00 0
9030099709 O 10/01/30
0
3857723 461/G01 F 340,000.00 ZZ
360 340,000.00 1
3011 MOUNT CLARE DRIVE 8.375 2,584.25 80
8.125 2,584.25 425,000.00
SAN JOSE CA 95148 1 09/22/00 00
0432321057 05 12/01/00 0
9030107981 O 11/01/30
0
3857725 461/G01 F 577,000.00 ZZ
360 576,612.84 1
2000 VIA PACHECO 8.000 4,233.83 80
7.750 4,233.83 722,000.00
PALOS VERDES ES CA 92474 1 09/25/00 00
0432320992 05 11/01/00 0
9030113732 O 10/01/30
0
3857820 163/163 F 388,000.00 ZZ
360 387,752.58 1
13116 FRANKLIN HALL TRAIL 8.250 2,914.92 80
8.000 2,914.92 485,000.00
CITY OF CARMEL IN 46033 4 09/08/00 00
7911902 03 11/01/00 0
7911902 O 10/01/30
0
3858070 163/163 F 606,000.00 ZZ
360 605,623.34 1
403 ROSEDALE COURT 8.375 4,606.04 75
8.125 4,606.04 810,000.00
CAPITOLA CA 95010 2 09/05/00 00
71756861 05 11/01/00 0
71756861 O 10/01/30
0
1
3858411 964/G01 F 308,000.00 ZZ
360 308,000.00 1
18111 FRESHWATER CIRCLE 8.375 2,341.02 80
8.125 2,341.02 385,000.00
HUNTINGTON BEAC CA 92648 2 10/05/00 00
0432362622 05 12/01/00 0
89820 O 11/01/30
0
3858489 313/G01 F 267,400.00 ZZ
360 267,400.00 1
9629 EAST GRANDVIEW STREET 8.000 1,962.09 80
7.750 1,962.09 334,272.00
MESA AZ 85207 1 10/06/00 00
0432365336 03 12/01/00 0
0007015381 O 11/01/30
0
3858527 665/G01 F 302,500.00 ZZ
360 302,500.00 1
63 FIRETHORN WAY 8.750 2,379.77 89
8.500 2,379.77 340,891.00
WATSONVILLE CA 95076 1 10/12/00 01
0432366607 05 12/01/00 25
88003084 O 11/01/30
0
3858660 470/G01 F 280,000.00 ZZ
360 280,000.00 1
8802 CLOTHIER LANE 7.750 2,005.96 80
7.500 2,005.96 350,000.00
COTATI CA 94931 1 10/10/00 00
0432365203 05 12/01/00 0
56002123 O 11/01/30
0
3858870 163/163 F 400,000.00 ZZ
360 399,474.91 1
1 WILLIAM STREET 8.125 2,969.99 80
7.875 2,969.99 500,000.00
HARRINGTON PARK NJ 07640 1 08/31/00 00
3217562424 05 10/01/00 0
3217562424 O 09/01/30
0
3858873 163/163 F 366,500.00 ZZ
360 366,030.99 1
35771 SNAKE HILL ROAD 8.250 2,753.39 38
8.000 2,753.39 980,000.00
1
MIDDLEBURG VA 20117 2 08/25/00 00
1000240846 05 10/01/00 0
1000240846 O 09/01/30
0
3858874 163/163 F 296,900.00 T
360 296,720.13 1
105 WATERS EDGE COURT 8.500 2,282.91 90
8.250 2,282.91 329,900.00
BRICK TOWNSHIP NJ 08723 1 09/01/00 11
1000161090 05 11/01/00 25
1000161090 O 10/01/30
0
3858877 163/163 F 385,000.00 ZZ
360 384,760.70 1
3016 S AMANDA COURT 8.375 2,926.28 86
8.125 2,926.28 450,000.00
SIOUX FALLS SD 57103 2 09/08/00 10
401636039 05 11/01/00 25
401636039 O 10/01/30
0
3858879 163/163 F 275,000.00 ZZ
360 274,829.07 1
114 FOUTAIN VALLEY COURT 8.375 2,090.20 70
8.125 2,090.20 395,000.00
LONGVIEW TX 75605 2 09/11/00 00
990969 05 11/01/00 0
990969 O 10/01/30
0
3858881 163/163 F 400,000.00 T
360 399,769.87 1
1506 LAKESHORE DRIVE 8.750 3,146.80 70
8.500 3,146.80 575,000.00
MICHIGAN CITY IN 46360 1 09/15/00 00
9341 05 11/01/00 0
9341 O 10/01/30
0
3858882 163/163 F 325,000.00 ZZ
360 324,200.91 1
2968 BIRKDALE 8.500 2,498.97 43
8.250 2,498.97 767,500.00
WESTON FL 33332 1 06/29/00 00
721744798 03 08/01/00 0
721744798 O 07/01/30
0
1
3858889 163/163 F 370,000.00 ZZ
360 369,781.56 1
26803 SOUTHEAST 9TH WAY 8.625 2,877.82 75
8.375 2,877.82 499,990.00
ISSAQUAH WA 98029 1 09/04/00 00
817572308 03 11/01/00 0
817572308 O 10/01/30
0
3858890 163/163 F 365,000.00 ZZ
360 364,717.65 1
424 WEST 261 ST STREET 8.375 2,774.27 79
8.125 2,774.27 464,000.00
BRONX NY 10471 1 09/14/00 00
1000218203 05 11/01/00 0
1000218203 O 10/01/30
0
3858893 163/163 F 360,000.00 ZZ
360 359,770.44 1
270 PUTNAM FOREST ROAD 8.250 2,704.56 74
8.000 2,704.56 490,000.00
CITY OF STOWE VT 05672 2 09/15/00 00
60531931 05 11/01/00 0
60531931 O 10/01/30
0
3858896 163/163 F 362,700.00 ZZ
360 361,941.71 1
509 LIGHTHOUSE LANE 8.125 2,693.04 90
7.875 2,693.04 403,000.00
PEACHTREE CITY GA 30269 1 08/23/00 11
401631225 05 10/01/00 25
401631225 O 09/01/30
0
3858898 163/163 F 300,000.00 ZZ
360 299,813.53 1
161 HARTLAND HILL ROAD 8.375 2,280.22 70
8.125 2,280.22 430,000.00
WOODSTOCK VT 05091 5 09/01/00 00
3217573926 05 11/01/00 0
3217573926 O 10/01/30
0
3858900 163/163 F 288,000.00 ZZ
360 287,640.73 1
1
6 RUNDEL PARK 8.375 2,189.01 80
8.125 2,189.01 360,000.00
BOSTON MA 02124 2 08/18/00 00
1000242805 05 10/01/00 0
1000242805 O 09/01/30
0
3859156 163/163 F 330,000.00 ZZ
360 329,628.25 1
881 BASKING LANE 8.875 2,625.63 72
8.625 2,625.63 460,000.00
SAN JOSE CA 95138 2 08/25/00 00
717556228 01 10/01/00 0
717556228 O 09/01/30
0
3859218 E76/G01 F 371,900.00 ZZ
360 371,900.00 1
10884 WEST COCO PLACE 8.250 2,793.96 90
8.000 2,793.96 413,223.00
LITTLETON CO 80127 1 10/19/00 19
0432374734 03 12/01/00 25
10001818 O 11/01/30
0
3859259 163/163 F 560,000.00 ZZ
360 559,301.43 1
448 OLD LONG RIDGE ROAD 8.375 4,256.40 80
8.125 4,256.40 700,000.00
STAMFORD CT 06903 1 08/15/00 00
400447054 05 10/01/00 0
400447054 O 09/01/30
0
3859311 550/550 F 500,000.00 ZZ
360 499,690.81 1
455 UPLAND ROAD 8.400 3,809.19 34
8.150 3,809.19 1,499,500.00
REDWOOD CITY CA 94062 1 09/06/00 00
120504639 05 11/01/00 0
120504639 O 10/01/30
0
3859335 163/163 F 400,000.00 ZZ
360 399,744.93 1
892 FOREST GLEN LANE 8.250 3,005.07 69
8.000 3,005.07 582,000.00
WELLINGTON FL 33414 1 09/08/00 00
220040722 03 11/01/00 0
1
220040722 O 10/01/30
0
3859434 163/163 F 294,400.00 ZZ
360 294,202.47 1
4880 GLENNHOLLOW CIRCLE 8.000 2,160.20 80
7.750 2,160.20 368,000.00
OCEANSIDE CA 92057 1 09/13/00 00
0217587926 05 11/01/00 0
0217587926 O 10/01/30
0
3859467 A50/A50 F 283,500.00 ZZ
360 283,323.79 1
301 CUMBERLAND DRIVE 8.375 2,154.80 84
8.125 2,154.80 340,000.00
KINGSLAND GA 31548 4 09/15/00 11
208043 05 11/01/00 25
208043 O 10/01/30
0
3859527 163/163 F 263,150.00 ZZ
360 262,838.16 1
368 CONNECTICUT AVENUE 8.625 2,046.75 95
8.375 2,046.75 277,000.00
ATLANTA GA 30307 1 08/29/00 11
401620943 05 10/01/00 30
401620943 O 09/01/30
0
3859703 757/G01 F 315,200.00 ZZ
360 315,200.00 1
1340 LICK SKILLET RD 8.375 2,395.75 80
8.125 2,395.75 394,000.00
HAMILTON GA 31811 2 09/27/00 00
0432317261 05 12/01/00 0
2237857 O 11/01/30
0
3859759 U05/G01 F 350,000.00 ZZ
360 350,000.00 1
1703 RIVERWALK DRIVE 8.500 2,691.20 51
8.250 2,691.20 694,700.00
FREMONT CA 94536 1 10/05/00 00
0432381242 05 12/01/00 0
3073592 O 11/01/30
0
1
3859809 163/163 F 286,400.00 ZZ
360 286,226.50 1
64 GRANT STREET 8.500 2,202.17 80
8.250 2,202.17 358,000.00
IRVINE CA 92620 1 09/01/00 00
259398227 05 11/01/00 0
259398227 O 10/01/30
0
3860105 964/G01 F 295,200.00 ZZ
360 295,021.17 1
43180 NEWPORT DRIVE 8.500 2,269.83 80
8.250 2,269.83 369,000.00
FREMONT CA 94538 1 09/15/00 00
0432329639 05 11/01/00 0
85502 O 10/01/30
0
3860139 550/550 F 309,973.00 ZZ
360 309,767.11 1
504 PINNACLE HEIGHTS LANE 8.050 2,285.29 80
7.800 2,285.29 387,466.00
LAS VEGAS NV 89144 1 09/25/00 00
120505420 03 11/01/00 0
120505420 O 10/01/30
0
3860690 893/G01 F 332,000.00 ZZ
360 332,000.00 1
2680 CAMINO DEL REY 8.625 2,582.26 79
8.375 2,582.26 424,000.00
SAN JOSE CA 95132 5 10/12/00 00
0432363927 05 12/01/00 0
M00928021 O 11/01/30
0
3860832 163/163 F 336,000.00 ZZ
360 335,791.16 1
21516 NE 152ND AVENUE 8.375 2,553.84 70
8.125 2,553.84 480,000.00
BATTLE GROUND WA 98604 2 09/12/00 00
817551344 05 11/01/00 0
817551344 O 10/01/30
0
3860969 163/163 F 360,000.00 ZZ
360 359,776.24 1
7709 MEADOW LANE 8.375 2,736.26 80
8.125 2,736.26 450,000.00
1
CHEVY CHASE MD 20815 1 09/08/00 00
917563497 05 11/01/00 0
917563497 O 10/01/30
0
3861176 956/G01 F 310,400.00 ZZ
360 310,202.07 1
5815 VIA SOTELO 8.250 2,331.93 80
8.000 2,331.93 390,000.00
RIVERSIDE CA 92506 1 09/20/00 00
0432330967 05 11/01/00 0
1910080063 O 10/01/30
0
3861223 163/163 F 320,000.00 ZZ
360 319,610.92 1
15 PATRIOT CIRCLE 8.500 2,460.52 80
8.250 2,460.52 400,000.00
DEVON PA 19333 1 08/25/00 00
0070192 05 10/01/00 0
0070192 O 09/01/30
0
3861228 956/G01 F 281,650.00 ZZ
360 281,474.94 1
526 ROSARIO AVENUE NORTHEAST 8.375 2,140.74 95
8.125 2,140.74 296,477.00
RENTON WA 98059 1 09/22/00 01
0432320562 03 11/01/00 30
1310080132 O 10/01/30
0
3861297 956/G01 F 350,000.00 ZZ
360 349,776.82 1
1504 BYRON STREET 8.250 2,629.43 24
8.000 2,629.43 1,500,000.00
PALO ALTO CA 94301 5 09/22/00 00
0432333227 05 11/01/00 0
610080067 O 10/01/30
0
3861446 956/G01 F 277,600.00 ZZ
360 277,422.98 1
19155 CHRISTENSEN COURT 8.250 2,085.52 80
8.000 2,085.52 347,000.00
CASTRO VALLEY CA 94546 1 09/14/00 00
0432346021 05 11/01/00 0
210090009 O 10/01/30
0
1
3861506 163/163 F 380,000.00 ZZ
360 379,751.43 1
211 OCEAN AVENUE 8.125 2,821.49 76
7.875 2,821.49 505,000.00
NORTHPORT NY 11768 1 09/14/00 00
1000221464 05 11/01/00 0
1000221464 O 10/01/30
0
3861521 956/G01 F 372,000.00 ZZ
360 371,762.79 1
16587 SPRINGBROOK LANE 8.250 2,794.71 75
8.000 2,794.71 497,000.00
CASTRO VALLEY CA 94552 1 09/11/00 00
0432330264 03 11/01/00 0
210080066 O 10/01/30
0
3861536 956/G01 F 270,000.00 ZZ
360 269,818.84 1
102 LIONS MOUTH COURT 8.000 1,981.16 64
7.750 1,981.16 423,000.00
CARY NC 27511 2 09/25/00 00
0432330363 05 11/01/00 0
1210090124 O 10/01/30
0
3861589 956/G01 F 379,500.00 ZZ
360 379,251.75 1
11257 EAST CAVEDALE DRIVE 8.125 2,817.78 57
7.875 2,817.78 671,257.00
SCOTTSDALE AZ 85255 1 09/21/00 00
0432320414 03 11/01/00 0
410090089 O 10/01/30
0
3861683 163/163 F 300,000.00 ZZ
360 299,635.21 1
3249 STAPLEFORD CHASE 8.500 2,306.75 72
8.250 2,306.75 420,000.00
VIRGINIA BEACH VA 23452 1 08/15/00 00
28207NR 05 10/01/00 0
28207NR O 09/01/30
0
3861689 956/G01 F 273,150.00 ZZ
360 272,980.22 1
1
603 JANSON COURT 8.375 2,076.14 80
8.125 2,076.14 341,450.00
RIDGELAND MS 39157 1 09/22/00 00
0432320406 05 11/01/00 0
1210090070 O 10/01/30
0
3861834 956/G01 F 272,650.00 ZZ
360 272,480.53 1
245 SOUTH CENTRAL AVENUE 8.375 2,072.34 95
8.125 2,072.34 287,000.00
QUINCY MA 02170 1 09/28/00 11
0432320539 05 11/01/00 30
2810090043 O 10/01/30
0
3861896 956/G01 F 271,600.00 ZZ
360 271,422.34 1
7004 NE 138TH PLACE 8.125 2,016.62 80
7.875 2,016.62 339,500.00
KIRKLAND WA 98034 1 09/14/00 00
0432318533 05 11/01/00 0
1710080122 O 10/01/30
0
3861961 956/G01 F 268,000.00 ZZ
360 267,833.43 1
4709 SOUTH MILLRACE LANE 8.375 2,036.99 80
8.125 2,036.99 335,000.00
MURRAY UT 84107 1 09/22/00 00
0432318418 03 11/01/00 0
1000001928 O 10/01/30
0
3862159 944/G01 F 262,000.00 ZZ
360 262,000.00 1
373 NORTH 17TH STREET 8.250 1,968.32 80
8.000 1,968.32 327,500.00
SAN JOSE CA 95112 1 10/11/00 00
0432396372 05 12/01/00 0
W00090744 O 11/01/30
0
3862379 956/G01 F 274,800.00 ZZ
360 274,624.77 1
228 BEVERLY PLACE 8.250 2,064.48 80
8.000 2,064.48 343,500.00
OAKWOOD OH 45419 1 09/28/00 00
0432320612 05 11/01/00 0
1
3310070082 O 10/01/30
0
3862494 U71/G01 F 272,000.00 ZZ
360 272,000.00 1
767 VIVIAN COURT 8.500 2,091.44 80
8.250 2,091.44 340,000.00
BALDWIN HARBOR NY 11510 1 10/05/00 00
0432388379 05 12/01/00 0
00493 O 11/01/30
0
3862496 225/225 F 272,060.00 ZZ
360 271,586.98 1
18 FLAX MILL ROAD 8.750 2,140.30 94
8.500 2,140.30 290,000.00
BRANFORD CT 06405 1 07/14/00 10
719290200 03 09/01/00 30
719290200 O 08/01/30
0
3862498 956/G01 F 274,000.00 ZZ
360 273,825.28 1
17047 HUNTINGTON PATH 8.250 2,058.47 80
8.000 2,058.47 342,502.00
LAKEVILLE MN 55044 1 10/03/00 00
0432323244 05 11/01/00 0
3510090116 O 10/01/30
0
3862504 685/G01 F 437,600.00 ZZ
360 437,328.00 1
1913 LIVONIA AVENUE 8.375 3,326.08 80
8.125 3,326.08 547,000.00
LOS ANGELES CA 90034 1 09/12/00 00
0432323228 05 11/01/00 0
123186 O 10/01/30
0
3862544 163/163 F 270,750.00 ZZ
360 270,585.97 1
209 DEER RUN 8.500 2,081.84 95
8.250 2,081.84 285,000.00
AMHERST NY 14221 1 09/14/00 11
1000219340 05 11/01/00 30
1000219340 O 10/01/30
0
1
3862625 163/163 F 343,500.00 ZZ
360 343,037.48 1
2 ERSKINE ROAD 8.000 2,520.49 75
7.750 2,520.49 458,000.00
WHITEHOUSE STAT NJ 08889 1 08/31/00 00
1000228346 03 10/01/00 0
1000228346 O 09/01/30
0
3862960 E22/G01 F 178,600.00 ZZ
360 178,483.17 1
337 BENT CREEK LANE 8.125 1,326.10 90
7.875 1,326.10 200,000.00
ORMOND BEACH FL 32174 2 09/22/00 11
0412091027 03 11/01/00 25
0412091027 O 10/01/30
0
3862978 E22/G01 F 550,000.00 ZZ
360 549,498.33 1
6414 N. DESERT WIND CIR. 8.250 4,131.97 69
8.000 4,131.97 800,000.00
TUCSON AZ 85750 1 09/27/00 00
0412147514 03 11/01/00 0
0412147514 O 10/01/30
0
3862998 E22/G01 F 55,000.00 ZZ
360 55,000.00 1
5604 ANDES COURT 8.500 422.90 46
8.250 422.90 120,000.00
SACRAMENTO CA 95842 1 10/01/00 00
0412165847 05 12/01/00 0
0412165847 O 11/01/30
0
3863473 A50/A50 F 325,000.00 ZZ
360 325,000.00 1
5022 LITTLEBURY ROAD 8.000 2,384.73 84
7.750 2,384.73 390,000.00
HUNTSVILLE AL 35802 2 10/10/00 11
213107 05 12/01/00 12
213107 O 11/01/30
0
3864598 811/G01 F 400,000.00 ZZ
360 400,000.00 1
3101 OLD PECOS TRAIL 902 8.250 3,005.07 73
8.000 3,005.07 550,000.00
1
SANTA FE NM 87505 1 10/20/00 00
0432375590 01 12/01/00 0
02703554 O 11/01/30
0
3865140 M65/G01 F 412,000.00 ZZ
360 412,000.00 1
17 OLD FARM ROAD 8.250 3,095.22 80
8.000 3,095.22 515,000.00
SCARSDALE NY 10583 1 10/25/00 00
0432388155 05 12/01/00 0
VOLPE O 11/01/30
0
3865239 E82/G01 F 286,750.00 ZZ
360 286,750.00 1
2345 VANREEN DRIVE 8.125 2,129.11 80
7.875 2,129.11 358,480.00
COLORADO SPRING CO 80919 1 10/06/00 00
0400257952 03 12/01/00 0
0400257952 O 11/01/30
0
3865328 665/G01 F 500,000.00 ZZ
360 500,000.00 1
5575 GRAYDONMEADOW LANE 8.000 3,668.82 52
7.750 3,668.82 973,150.00
CINCINNATI OH 45243 1 10/13/00 00
0432365245 05 12/01/00 0
88002802 O 11/01/30
0
3865928 696/G01 F 380,000.00 ZZ
360 379,769.80 1
1807 SOUTH ARLINGTON RIDGE RD. 8.500 2,921.87 80
8.250 2,921.87 475,000.00
ARLINGTON VA 22202 1 09/28/00 00
0432322584 05 11/01/00 0
22800132 O 10/01/30
0
3865929 696/G01 F 348,000.00 ZZ
360 347,766.50 1
408 SOUTH LEE STREET 8.000 2,553.50 80
7.750 2,553.50 435,000.00
ALEXANDRIA VA 22314 1 10/02/00 00
0432322642 05 11/01/00 0
24600218 O 10/01/30
0
1
3866110 956/G01 F 341,200.00 ZZ
360 340,982.43 1
6216 CLARIDGE COURT 8.250 2,563.32 80
8.000 2,563.32 427,500.00
OKLAHOMA CITY OK 73118 1 09/29/00 00
0432325975 05 11/01/00 0
3610090016 O 10/01/30
0
3866198 E58/G01 F 87,900.00 ZZ
360 87,900.00 1
14879 CHERRYDALE DRIVE 8.875 699.38 80
8.625 699.38 109,900.00
WOODBRIDGE VA 22193 1 10/11/00 00
0432363661 09 12/01/00 0
18358424 O 11/01/30
0
3867192 637/G01 F 437,600.00 ZZ
360 437,600.00 1
17447 AVENIDA LOS ALTOS 8.250 3,287.55 80
8.000 3,287.55 547,061.00
SALINAS CA 93907 1 10/11/00 00
0432373157 03 12/01/00 0
0021473244 O 11/01/30
0
3867231 893/G01 F 333,750.00 ZZ
360 333,750.00 1
504 SAMSON ST. 8.375 2,536.74 75
8.125 2,536.74 445,000.00
REDWOOD CITY CA 94063 2 10/12/00 00
0432358356 05 12/01/00 0
M00825011 O 11/01/30
0
3867985 227/G01 F 424,000.00 ZZ
360 423,756.06 1
501 LATOUR DRIVE 8.750 3,335.61 80
8.500 3,335.61 530,000.00
ST ALBANS MO 63073 1 09/27/00 00
0432324861 05 11/01/00 0
1912381 O 10/01/30
0
3868320 637/G01 F 351,000.00 ZZ
360 351,000.00 1
1
13170 EAST ASHLAN AVENUE 8.750 2,761.32 90
8.500 2,761.32 390,000.00
SANGER CA 93657 1 10/12/00 04
0432382992 05 12/01/00 25
0013974308 O 11/01/30
0
3868705 738/G01 F 284,000.00 ZZ
360 284,000.00 1
1020 YELLOW CREEK ROAD 8.375 2,158.61 80
8.125 2,158.61 355,000.00
DICKSON TN 37055 2 10/25/00 00
0432386423 05 12/01/00 0
5547106 O 11/01/30
0
3869628 163/G01 F 276,500.00 ZZ
360 276,500.00 1
414 SOUTH GRAND STREET 8.250 2,077.25 70
8.000 2,077.25 395,000.00
ORANGE CA 92866 2 10/03/00 00
0432396216 05 12/01/00 0
1417617855 O 11/01/30
0
3870657 893/G01 F 455,000.00 ZZ
360 454,694.70 1
809 WHARFSIDE ROAD 8.000 3,338.63 70
7.750 3,338.63 650,000.00
SAN MATEO CA 94404 1 09/20/00 00
0432343960 01 11/01/00 0
A00911011 O 10/01/30
0
3870707 696/G01 F 280,000.00 ZZ
360 279,821.45 1
8519 BRAEBURN DRIVE 8.250 2,103.55 80
8.000 2,103.55 350,000.00
ANNANDALE VA 22003 1 10/06/00 00
0432324838 05 11/01/00 0
22300113 O 10/01/30
0
3870708 696/G01 F 578,950.00 ZZ
360 578,599.28 1
40669 GEMSTONE COURT 8.500 4,451.62 80
8.250 4,451.62 723,735.00
LEESBURG VA 20175 1 10/06/00 00
0432324945 05 11/01/00 0
1
21499107 O 10/01/30
0
3870899 163/163 F 310,400.00 ZZ
360 310,207.07 1
501 NE 94TH ST 8.375 2,359.26 80
8.125 2,359.26 388,000.00
MIAMI SHORES FL 33138 1 09/08/00 00
7717538366 05 11/01/00 0
7717538366 O 10/01/30
0
3871036 A50/A50 F 280,250.00 ZZ
360 280,075.81 1
7570 RIVERCREST DRIVE 8.375 2,130.10 95
8.125 2,130.10 295,000.00
COLUMBUS GA 31904 1 09/18/00 01
225063 05 11/01/00 30
225063 O 10/01/30
0
3871063 163/163 F 304,000.00 ZZ
360 303,811.05 1
LOT 48 KNOWLES ISLAND PLANTATI 8.375 2,310.62 80
8.125 2,310.62 380,000.00
RIDGELAND SC 29936 1 09/14/00 00
0064632234 05 11/01/00 0
0064632234 O 10/01/30
0
3871093 A50/A50 F 298,600.00 ZZ
360 298,217.89 1
3509 HEDRICK STREET 8.250 2,243.28 75
8.000 2,243.28 400,000.00
JACKSONVILLE FL 32205 1 09/01/00 00
225041 05 10/01/00 0
225041 O 09/01/30
0
3871502 956/G01 F 315,000.00 ZZ
360 315,000.00 1
18 SUNSET LANE 8.125 2,338.87 62
7.875 2,338.87 514,400.00
HINGHAM MA 02043 1 10/03/00 00
0432327278 05 12/01/00 0
2810090059 O 11/01/30
0
1
3871579 550/550 F 319,000.00 ZZ
360 319,000.00 1
151 BERLE ROAD 8.000 2,340.71 80
7.750 2,340.71 399,000.00
SOUTH WINDSOR CT 06074 1 10/06/00 00
120505370 05 12/01/00 0
120505370 O 11/01/30
0
3871751 163/G01 F 378,000.00 ZZ
360 378,000.00 1
1405 ADAMS STREET 8.250 2,839.79 74
8.000 2,839.79 516,000.00
DENVER CO 80206 2 10/05/00 00
0432365666 05 12/01/00 0
1817622459 O 11/01/30
0
3871880 B57/G01 F 391,200.00 ZZ
360 391,200.00 1
6652 VICKIVIEW DRIVE 8.125 2,904.65 80
WEST HILLS AREA 7.875 2,904.65 489,000.00
LOS ANGELES CA 91307 1 10/16/00 00
0432377455 05 12/01/00 0
2014504 O 11/01/30
0
3872873 E22/G01 F 125,000.00 ZZ
360 125,000.00 1
9 OLD PEQUOT TRAIL 8.500 961.14 48
8.250 961.14 265,000.00
STONINGTON CT 06378 1 10/10/00 00
0412112971 05 12/01/00 0
0412112971 O 11/01/30
0
3872875 E22/G01 F 440,000.00 ZZ
360 440,000.00 1
900 SONORA AVENUE 8.375 3,344.32 80
8.125 3,344.32 550,000.00
EL GRANADA CA 94018 1 09/28/00 00
0412119406 05 12/01/00 0
0412119406 O 11/01/30
0
3872876 E22/G01 F 319,350.00 ZZ
360 319,350.00 1
54 HEMINGWAY COURT 8.250 2,399.17 80
8.000 2,399.17 399,218.00
1
RANCHO SANTA MA CA 92679 1 10/01/00 00
0412120669 03 12/01/00 0
0412120669 O 11/01/30
0
3872896 E22/G01 F 411,200.00 ZZ
360 411,200.00 1
2441 PING DRIVE 8.375 3,125.42 80
8.125 3,125.42 514,000.00
HENDERSON NV 89014 2 09/28/00 00
0412152985 03 12/01/00 0
0412152985 O 11/01/30
0
3872900 E22/G01 F 480,000.00 ZZ
360 480,000.00 1
362 VERMONT AVENUE 8.250 3,606.08 80
8.000 3,606.08 600,000.00
MOSS BEACH CA 94038 1 10/03/00 00
0412161119 05 12/01/00 0
0412161119 O 11/01/30
0
3872907 E22/G01 F 164,000.00 ZZ
360 164,000.00 1
1579 CARMEL VALLEY DRIVE 8.250 1,232.08 80
8.000 1,232.08 205,000.00
WOODLAND CA 95776 2 10/01/00 00
0412167579 05 12/01/00 0
0412167579 O 11/01/30
0
3872935 U05/G01 F 287,200.00 ZZ
360 287,200.00 1
205 RIO CHICO DRIVE 8.625 2,233.81 80
8.375 2,233.81 359,000.00
SAN JOSE CA 95111 1 10/12/00 00
0432395648 05 12/01/00 0
3073126 O 11/01/30
0
3873638 964/G01 F 340,000.00 ZZ
360 340,000.00 1
654 HEAD STREET 8.125 2,524.49 80
7.875 2,524.49 425,000.00
SAN FRANCISCO CA 94123 1 10/16/00 00
0432366490 05 12/01/00 0
90518 O 11/01/30
0
1
3873639 624/G01 F 328,000.00 ZZ
360 328,000.00 1
151 BENDER CIRCLE 8.375 2,493.04 80
8.125 2,493.04 410,000.00
MORGAN HILL CA 95037 1 10/12/00 00
0432361830 05 12/01/00 0
31002000016F O 11/01/30
0
3873736 405/405 F 389,600.00 ZZ
360 389,101.57 1
4700 RIVER PLACE BLVD 8.250 2,926.93 80
#8 8.000 2,926.93 487,500.00
AUSTIN TX 78730 1 09/06/00 00
11832672 03 11/01/00 0
11832672 O 10/01/30
0
3873737 405/405 F 308,500.00 ZZ
360 308,105.21 1
5575 BROADMOOR TERRACE 8.250 2,317.66 70
8.000 2,317.66 445,000.00
IJAMSVILLE MD 21754 1 08/25/00 00
11836020 03 10/01/00 0
11836020 O 09/01/30
0
3873738 405/405 F 375,200.00 ZZ
360 374,966.79 1
3067 LUCINDA LANE 8.375 2,851.79 80
8.125 2,851.79 469,000.00
SANTA BARBARA CA 93105 1 09/18/00 00
11846045 05 11/01/00 0
11846045 O 10/01/30
0
3873739 405/405 F 339,500.00 ZZ
360 339,042.88 1
5723 MARINA VISTA LANE 8.000 2,491.13 80
7.750 2,491.13 424,436.00
HOUSTON TX 77041 1 08/31/00 00
11847886 03 10/01/00 0
11847886 O 09/01/30
0
3873740 405/405 F 340,000.00 ZZ
360 339,553.68 1
1
3833 NORTHSHORE DRIVE 8.125 2,524.49 80
7.875 2,524.49 425,000.00
MONTGOMERY TX 77356 1 08/30/00 00
11850013 03 10/01/00 0
11850013 O 09/01/30
0
3873741 405/405 F 294,400.00 ZZ
360 294,212.27 1
11614 VALLEYDALE DRIVE 8.250 2,211.73 80
8.000 2,211.73 368,000.00
DALLAS TX 75230 1 09/13/00 00
11852191 05 11/01/00 0
11852191 O 10/01/30
0
3873742 405/405 F 380,000.00 ZZ
360 379,757.69 1
3450 22ND STREET 8.250 2,854.81 66
8.000 2,854.81 579,900.00
BOULDER CO 80304 1 09/18/00 00
11862265 03 11/01/00 0
11862265 O 10/01/30
0
3873743 405/405 F 350,000.00 ZZ
360 349,782.45 1
23 WEST GATE ROAD 8.375 2,660.26 60
8.125 2,660.26 589,000.00
SUFFERN NY 10901 1 09/28/00 00
16773640 05 11/01/00 0
16773640 O 10/01/30
0
3873744 405/405 F 428,000.00 ZZ
360 427,733.97 1
2635 REBECCA ST 8.375 3,253.11 80
8.125 3,253.11 535,000.00
BELLMORE NY 11710 1 09/28/00 00
16776882 05 11/01/00 0
16776882 O 10/01/30
0
3873745 405/405 F 380,000.00 ZZ
360 379,763.80 1
96-12 70TH STREET 8.375 2,888.28 80
8.125 2,888.28 475,000.00
FOREST HILLS NY 11375 1 10/28/00 00
16823528 05 11/01/00 0
1
16823528 O 10/01/30
0
3873746 405/405 F 311,200.00 ZZ
360 311,006.57 1
1115 CANYON TRAIL 8.375 2,365.35 80
8.125 2,365.35 389,000.00
TOPANGA CA 90290 1 09/25/00 00
16825374 05 11/01/00 0
16825374 O 10/01/30
0
3873747 405/405 F 343,200.00 ZZ
360 342,981.15 1
545 SILVER LAKE DRIVE 8.250 2,578.35 80
8.000 2,578.35 429,000.00
DANVILLE CA 94526 1 09/22/00 00
16841025 03 11/01/00 0
16841025 O 10/01/30
0
3873748 405/405 F 319,900.00 ZZ
360 319,690.74 1
23 CALLE CARMELITA 8.125 2,375.25 80
7.875 2,375.25 399,912.00
SAN CLEMENTE CA 92673 1 09/21/00 00
16845216 03 11/01/00 0
16845216 O 10/01/30
0
3873749 405/405 F 504,000.00 ZZ
360 503,694.67 1
17 ENSIGN RD 8.500 3,875.33 80
8.250 3,875.33 630,000.00
ROWAYTON CT 06853 1 09/22/00 00
16853764 05 11/01/00 0
16853764 O 10/01/30
0
3873750 405/405 F 365,000.00 ZZ
360 364,761.23 1
5 QUAIL CROSS CT 8.125 2,710.12 68
7.875 2,710.12 537,240.00
REISTERSTOWN MD 21136 1 09/26/00 00
16861080 05 11/01/00 0
16861080 O 10/01/30
0
1
3873751 405/405 F 309,400.00 ZZ
360 309,197.61 1
2330 N VANBUREN CT 8.125 2,297.29 71
7.875 2,297.29 436,000.00
ARLINGTON VA 22205 2 09/26/00 00
16861130 05 11/01/00 0
16861130 O 10/01/30
0
3873752 405/405 F 308,000.00 ZZ
360 307,798.52 1
9704 WHITLEY PARK PL 8.125 2,286.90 80
7.875 2,286.90 385,000.00
BETHESDA MD 20814 1 10/12/00 00
16861536 05 11/01/00 0
16861536 O 10/01/30
0
3873753 405/405 F 316,000.00 ZZ
360 315,686.53 1
961 HIGHLAND VW NE 8.750 2,485.98 71
8.500 2,485.98 450,000.00
ATLANTA GA 30306 5 09/26/00 00
16863698 05 11/01/00 0
16863698 O 10/01/30
0
3873754 405/405 F 500,000.00 ZZ
360 499,689.22 1
669 CATALA COURT 8.375 3,800.36 80
8.125 3,800.36 625,000.00
SANTA CLARA CA 95050 1 09/20/00 00
16864654 05 11/01/00 0
16864654 O 10/01/30
0
3873756 405/405 F 317,000.00 ZZ
360 316,792.63 1
16718 PORT ROYAL CIR 8.125 2,353.72 49
7.875 2,353.72 660,000.00
JUPITER FL 33477 2 09/21/00 00
16870982 05 11/01/00 0
16870982 O 10/01/30
0
3873758 405/405 F 420,000.00 ZZ
360 419,732.18 1
849 MADEIRA DRIVE 8.250 3,155.32 73
8.000 3,155.32 580,000.00
1
PLEASANTON CA 94566 2 09/14/00 00
16871402 05 11/01/00 0
16871402 O 10/01/30
0
3873759 405/405 F 650,000.00 ZZ
360 649,595.99 1
1 CANTOGAL 8.375 4,940.47 37
8.125 4,940.47 1,800,000.00
SAUSALITO CA 94965 1 09/21/00 00
16871436 05 11/01/00 0
16871436 O 10/01/30
0
3873760 405/405 F 280,000.00 ZZ
360 279,830.37 1
1050 NE 84TH ST 8.500 2,152.96 75
8.250 2,152.96 375,000.00
MIAMI FL 33138 5 09/25/00 00
16871964 05 11/01/00 0
16871964 O 10/01/30
0
3873761 405/405 F 289,000.00 ZZ
360 288,616.98 1
675 BURNS AVENUE 8.375 2,196.61 60
8.125 2,196.61 489,000.00
APTOS CA 95003 1 09/20/00 00
16873788 05 11/01/00 0
16873788 O 10/01/30
0
3873763 405/405 F 265,000.00 ZZ
360 264,831.02 1
112 BRIMFUL DRIVE 8.250 1,990.86 55
8.000 1,990.86 483,441.00
PHOENIXVILLE PA 19460 1 09/22/00 00
16876591 05 11/01/00 0
16876591 O 10/01/30
0
3873764 405/405 F 282,800.00 ZZ
360 282,619.66 1
4187 NEOSHO AVENUE 8.250 2,124.59 80
8.000 2,124.59 353,500.00
CULVER CITY CA 90066 1 09/21/00 00
16876880 05 11/01/00 0
16876880 O 10/01/30
0
1
3873766 405/405 F 342,000.00 ZZ
360 341,792.81 1
10089 IRON MOUNTAIN COURT 8.500 2,629.69 84
8.250 2,629.69 410,000.00
RANCHO CUCAMONG CA 91737 2 09/25/00 11
16879587 05 11/01/00 12
16879587 O 10/01/30
0
3873767 405/405 F 520,000.00 ZZ
360 519,676.79 1
637 PETTIS AVENUE 8.375 3,952.38 80
8.125 3,952.38 650,000.00
MOUNTAIN VIEW CA 94041 1 09/21/00 00
16884678 05 11/01/00 0
16884678 O 10/01/30
0
3873768 405/405 F 350,550.00 ZZ
360 350,320.69 1
7577 BRIGADOON WAY 8.125 2,602.83 90
7.875 2,602.83 389,500.00
DUBLIN CA 94568 1 09/21/00 10
16888141 01 11/01/00 25
16888141 O 10/01/30
0
3873769 405/405 F 384,000.00 ZZ
360 383,742.34 1
5 LA GONDA COURT 8.000 2,817.66 69
7.750 2,817.66 559,000.00
DANVILLE CA 94526 1 09/26/00 00
16888901 05 11/01/00 0
16888901 O 10/01/30
0
3873770 405/405 F 383,300.00 ZZ
360 383,061.75 1
6628 WEST 80TH PLACE 8.375 2,913.36 90
8.125 2,913.36 426,000.00
LOS ANGELES CA 90045 1 09/25/00 10
16890006 05 11/01/00 25
16890006 O 10/01/30
0
3873795 405/405 F 512,000.00 ZZ
360 511,673.51 1
1
8114 SAN LUCAS DRIVE 8.250 3,846.49 80
7.750 3,846.49 640,000.00
WHITTIER CA 90605 1 08/31/00 00
11833621 05 11/01/00 0
11833621 O 10/01/30
0
3873796 405/405 F 441,000.00 ZZ
240 440,251.30 1
5415 BOSTON AVENUE 8.000 3,688.70 42
7.500 3,688.70 1,055,000.00
KINGSBURG CA 93631 2 09/21/00 00
16830838 05 11/01/00 0
16830838 O 10/01/20
0
3873797 405/405 F 572,000.00 ZZ
360 571,625.83 1
229 140TH AVE NE 8.125 4,247.09 80
7.625 4,247.09 715,000.00
BELLEVUE WA 98005 1 09/13/00 00
16835829 05 11/01/00 0
16835829 O 10/01/30
0
3873798 405/405 F 460,000.00 ZZ
360 459,699.09 1
3742 EAGLE AVE 8.125 3,415.49 80
7.625 3,415.49 575,000.00
KEY WEST FL 33040 1 09/29/00 00
16837056 05 11/01/00 0
16837056 O 10/01/30
0
3873800 405/405 F 372,000.00 ZZ
360 371,743.99 1
2356 OVERLAND AVE 7.875 2,697.26 80
7.375 2,697.26 465,000.00
LOS ANGELES CA 90064 1 09/21/00 00
16845364 05 11/01/00 0
16845364 O 10/01/30
0
3873801 405/405 F 500,000.00 ZZ
360 499,681.16 1
1701 MIRAMAR DR 8.250 3,756.34 67
7.750 3,756.34 750,000.00
NEWPORT BEACH CA 92661 1 09/13/00 00
16847733 05 11/01/00 0
1
16847733 O 10/01/30
0
3873802 405/405 F 448,500.00 ZZ
360 448,199.06 1
326 CALLE DE ARBOLES 8.000 3,290.94 60
7.500 3,290.94 747,500.00
TORRANCE CA 90277 1 09/14/00 00
16850448 05 11/01/00 0
16850448 O 10/01/30
0
3873804 405/405 F 492,000.00 T
360 491,686.26 1
210 ARIOLA DR 8.250 3,696.24 75
7.750 3,696.24 656,000.00
PENSACOLA BEACH FL 32561 1 09/22/00 00
16856049 05 11/01/00 0
16856049 O 10/01/30
0
3873805 405/405 F 325,000.00 ZZ
360 324,792.76 1
5549 FAIRGRANGE DRIVE 8.250 2,441.62 78
7.750 2,441.62 420,000.00
AGOURA HILLS CA 91301 5 09/19/00 00
16858060 05 11/01/00 0
16858060 O 10/01/30
0
3873806 405/405 F 457,000.00 ZZ
360 456,693.36 1
14281 AVENUE 328 8.000 3,353.31 80
7.500 3,353.31 572,000.00
VISALIA CA 93292 2 09/19/00 00
16862310 05 11/01/00 0
16862310 O 10/01/30
0
3873807 405/405 F 487,500.00 ZZ
360 487,181.10 1
2350 DE VARONA PLACE 8.125 3,619.68 75
7.625 3,619.68 650,000.00
SANTA CLARA CA 95050 1 09/21/00 00
16862708 03 11/01/00 0
16862708 O 10/01/30
0
1
3873808 405/405 F 332,500.00 ZZ
360 332,287.97 1
1650 WELLINGTON ROAD 8.250 2,497.97 70
7.750 2,497.97 475,000.00
LOS ANGELES CA 90019 1 09/18/00 00
16864662 05 11/01/00 0
16864662 O 10/01/30
0
3873812 405/405 F 328,000.00 T
360 327,785.44 1
17725 WICKIUP LANE 8.125 2,435.39 80
7.625 2,435.39 410,000.00
SUNRIVER OR 97707 1 09/14/00 00
16876021 05 11/01/00 0
16876021 O 10/01/30
0
3873813 405/405 F 500,000.00 ZZ
360 499,664.50 1
24717 AMELIA LANE 8.000 3,668.83 64
7.500 3,668.83 790,000.00
SANTA CLARITA CA 91321 1 09/22/00 00
16878795 05 11/01/00 0
16878795 O 10/01/30
0
3873815 405/405 F 376,800.00 ZZ
360 376,553.52 1
1047 PACIFIC STREET 8.125 2,797.73 80
7.625 2,797.73 471,000.00
SANTA MONICA CA 90405 1 09/26/00 00
16886525 05 11/01/00 0
16886525 O 10/01/30
0
3873816 405/405 F 326,250.00 ZZ
360 326,047.21 1
6449 PEINADO WAY 8.375 2,479.74 75
7.875 2,479.74 435,000.00
SAN DIEGO CA 92121 2 09/22/00 00
16886715 03 11/01/00 0
16886715 O 10/01/30
0
3873817 405/405 F 285,000.00 ZZ
360 284,822.85 1
31111 EAST LONE TREE ROAD 8.375 2,166.21 75
7.875 2,166.21 385,000.00
1
OAKDALE CA 95361 2 09/26/00 00
16891046 05 11/01/00 0
16891046 O 10/01/30
0
3873818 405/405 F 300,000.00 ZZ
360 299,808.70 1
14508 VALLEY VISTA BOULEVARD 8.250 2,253.80 75
7.750 2,253.80 400,000.00
LOS ANGELES CA 91403 1 09/26/00 00
16898157 05 11/01/00 0
16898157 O 10/01/30
0
3873819 405/405 F 388,800.00 ZZ
360 388,532.43 1
2162 S.W. 132ND WAY 7.875 2,819.07 80
7.375 2,819.07 486,319.00
DAVIE FL 33325 1 09/29/00 00
16901449 03 11/01/00 0
16901449 O 10/01/30
0
3874351 163/163 F 404,000.00 ZZ
360 402,861.95 1
71 ADMIRALS LANE 8.375 3,070.70 80
8.125 3,070.70 505,000.00
LACONIA NH 03246 1 09/01/00 00
1000203865 05 10/01/00 0
1000203865 O 09/01/30
0
3874953 S27/G01 F 129,650.00 ZZ
360 129,577.32 1
109 SPRUCE STREET 8.875 1,031.55 80
8.625 1,031.55 162,110.00
BOYNTON BEACH FL 33426 1 09/22/00 00
0432327443 09 11/01/00 0
1080000229 O 10/01/30
0
3875459 E45/G01 F 307,900.00 ZZ
360 307,900.00 1
1965 MAGNOLIA DRIVE 8.000 2,259.26 80
7.750 2,259.26 384,900.00
CLEARWATER FL 33764 1 10/20/00 00
0432383966 05 12/01/00 0
99368 O 11/01/30
0
1
3875732 U59/G01 F 343,200.00 ZZ
360 343,007.59 1
180 TURN OF RIVER ROAD #12A 8.875 2,730.66 80
8.625 2,730.66 429,000.00
STAMFORD CT 06905 1 10/16/00 00
0432385649 01 11/16/00 0
800564207 O 10/16/30
0
3876431 B60/G01 F 400,000.00 ZZ
360 400,000.00 1
234 STEARNS ROAD 8.125 2,969.99 74
7.875 2,969.99 545,000.00
SOUTHBOROUGH MA 01772 5 10/17/00 00
0432384238 05 12/01/00 0
300128 O 11/01/30
0
3876600 E22/G01 F 450,000.00 ZZ
360 450,000.00 1
31893 NW LOFTIS LANE 8.250 3,380.70 75
8.000 3,380.70 600,000.00
CORNELIUS OR 97113 2 10/01/00 00
0412144107 05 12/01/00 0
0412144107 O 11/01/30
0
3876619 E22/G01 F 490,000.00 ZZ
360 490,000.00 1
405 LA CASA AVENUE 8.375 3,724.35 70
8.125 3,724.35 700,000.00
SAN MATEO CA 94403 5 10/03/00 00
0412168288 05 12/01/00 0
0412168288 O 11/01/30
0
3876633 E22/G01 F 512,000.00 ZZ
360 512,000.00 1
3500 QUARRY PARK DRIVE 8.000 3,756.87 80
7.750 3,756.87 640,000.00
SAN JOSE CA 95136 1 10/10/00 00
0412184400 03 12/01/00 0
0412184400 O 11/01/30
0
3876951 470/G01 F 357,450.00 ZZ
360 357,450.00 1
1
1082 CANYON VIEW PLACE 8.375 2,716.88 80
8.125 2,716.88 446,847.00
NORCO CA 92860 1 10/16/00 00
0432396174 05 12/01/00 0
96031037 O 11/01/30
0
3878895 964/G01 F 292,000.00 ZZ
360 292,000.00 1
11841 MONTECITO 7.875 2,117.20 80
7.625 2,117.20 365,000.00
LOS ALAMITOS CA 90720 1 10/18/00 00
0432372613 05 12/01/00 0
90680 O 11/01/30
0
3878944 163/G01 F 571,000.00 ZZ
360 571,000.00 1
#11 BLACKMER ROAD 8.250 4,289.73 12
8.000 4,289.73 4,800,000.00
ENGLEWOOD CO 80110 2 10/04/00 00
0432374726 05 12/01/00 0
217595101 O 11/01/30
0
3879351 163/G01 F 284,000.00 ZZ
360 284,000.00 1
6105 SE 43RD AVENUE 8.250 2,133.60 80
8.000 2,133.60 355,000.00
PORTLAND OR 97206 1 10/16/00 00
0432398931 05 12/01/00 0
817646540 O 11/01/30
0
3879418 964/G01 F 310,000.00 ZZ
360 310,000.00 1
20251 MEANDER LANE 8.125 2,301.74 80
7.875 2,301.74 387,500.00
HUNTINGTON BEAC CA 92648 1 10/24/00 00
0432398915 05 12/01/00 0
91254 O 11/01/30
0
3879893 956/G01 F 280,000.00 ZZ
360 279,821.45 1
1545 DARWIN AVENUE 8.250 2,103.55 77
8.000 2,103.55 364,950.00
LIVERMORE CA 94550 1 09/26/00 00
0432345866 05 11/01/00 0
1
210090163 O 10/01/30
0
3880419 964/G01 F 302,000.00 ZZ
360 302,000.00 1
3030 COUNTRY CLUB DRIVE 8.000 2,215.97 79
7.750 2,215.97 385,000.00
COSTA MESA CA 92626 1 10/19/00 00
0432377489 05 12/01/00 0
89835 O 11/01/30
0
3880963 956/G01 F 280,250.00 ZZ
360 280,080.22 1
1234 NORTH ROSSELL AVENUE 8.500 2,154.88 95
8.250 2,154.88 295,000.00
OAK PARK IL 60521 1 09/15/00 04
0432358067 05 11/01/00 30
2310080057 O 10/01/30
0
3880966 956/G01 F 296,000.00 T
360 295,811.25 1
313 SUNSET BAY LANE 8.250 2,223.75 80
8.000 2,223.75 370,000.00
PALM BEACH GARD FL 33418 1 09/11/00 00
0432358109 05 11/01/00 0
1210080083 O 10/01/30
0
3880972 956/G01 F 361,550.00 ZZ
360 361,313.49 1
12143 EAST WELSH TRAIL 8.125 2,684.50 69
7.875 2,684.50 524,000.00
SCOTTSDALE AZ 85259 1 09/29/00 00
0432337673 03 11/01/00 0
410090094 O 10/01/30
0
3881052 E22/G01 F 84,000.00 ZZ
360 84,000.00 1
804 GRAND AVENUE 8.500 645.89 80
8.250 645.89 105,000.00
KEOKUK IA 52632 1 10/06/00 00
0412087942 05 12/01/00 0
0412087942 O 11/01/30
0
1
3881075 E22/G01 F 151,500.00 ZZ
360 151,500.00 1
1805 YARROW STREET 8.500 1,164.90 65
8.250 1,164.90 236,000.00
LAKEWOOD CO 80215 2 10/06/00 00
0412165052 05 12/01/00 0
0412165052 O 11/01/30
0
3881078 E22/G01 F 285,900.00 ZZ
360 285,900.00 1
4488 VISTA MEADOW COURT 8.000 2,097.83 80
7.750 2,097.83 357,400.00
MOORPARK CA 93021 1 10/08/00 00
0412167371 03 12/01/00 0
0412167371 O 11/01/30
0
3881085 E22/G01 F 600,000.00 ZZ
360 600,000.00 1
607 EL GRANADA BOULEVARD 8.000 4,402.59 80
7.750 4,402.59 750,000.00
EL GRANADA CA 94018 1 10/05/00 00
0412172231 05 12/01/00 0
0412172231 O 11/01/30
0
3881200 956/G01 F 296,000.00 ZZ
360 295,816.02 1
740 HAMILTON LANE 8.375 2,249.81 80
8.125 2,249.81 370,000.00
SANTA CLARA CA 95051 1 09/18/00 00
0432333854 05 11/01/00 0
110080074 O 10/01/30
0
3881216 956/G01 F 443,600.00 ZZ
360 443,600.00 1
14200 SE 49TH PLACE 8.125 3,293.72 80
7.875 3,293.72 554,535.00
BELLEVUE WA 98006 1 10/02/00 00
0432333482 05 12/01/00 0
1710030257 O 11/01/30
0
3881232 L75/G01 F 597,000.00 ZZ
360 597,000.00 1
196 SEA BREEZE DR 8.500 4,590.42 52
8.250 4,590.42 1,150,000.00
1
EMERALD ISLE NC 28594 2 09/27/00 00
0432364081 05 12/01/00 0
555652466 O 11/01/30
0
3881931 665/G01 F 558,180.00 ZZ
360 558,180.00 1
234 STANFORD AVENUE 8.250 4,193.42 57
8.000 4,193.42 992,500.00
MENLO PARK CA 94025 1 10/23/00 00
0432386670 05 12/01/00 0
88003194 O 11/01/30
0
3882316 964/G01 F 284,500.00 ZZ
360 284,500.00 1
863 AMESTI ROAD 7.875 2,062.82 67
7.625 2,062.82 429,500.00
WATSONVILLE CA 95076 1 10/23/00 00
0432390458 05 12/01/00 0
90609 O 11/01/30
0
3882849 956/G01 F 370,000.00 ZZ
360 369,757.97 1
942 CEDAR LAKE COURT 8.125 2,747.24 79
7.875 2,747.24 472,000.00
OLYMPIA WA 98501 1 09/28/00 00
0432358083 05 11/01/00 0
1710090138 O 10/01/30
0
3883204 964/G01 F 296,800.00 ZZ
360 296,800.00 1
1987 PASEO GABRIELA 8.125 2,203.73 79
7.875 2,203.73 380,000.00
SAN DIMAS CA 91773 1 10/19/00 00
0432382802 03 12/01/00 0
41090710 O 11/01/30
0
3883229 964/G01 F 322,800.00 ZZ
360 322,583.41 1
1881 CARMELITA DRIVE 8.000 2,368.59 25
7.750 2,368.59 1,300,000.00
SAN CARLOS CA 94070 5 09/25/00 00
0432330298 05 11/01/00 0
88236 O 10/01/30
0
1
3883367 E22/G01 F 396,000.00 ZZ
360 396,000.00 1
4307 ARCADIAN DRIVE 8.000 2,905.71 80
7.750 2,905.71 495,000.00
CASTRO VALLEY CA 94546 1 10/05/00 00
0412175101 05 12/01/00 0
0412175101 O 11/01/30
0
3883384 964/G01 F 390,000.00 ZZ
360 389,757.60 1
505 MONARCH RIDGE DRIVE 8.375 2,964.28 80
8.125 2,964.28 489,000.00
WALNUT CREEK CA 94596 1 09/26/00 00
0432335677 03 11/01/00 0
88583 O 10/01/30
0
3883411 964/G01 F 280,500.00 ZZ
360 280,500.00 1
4631 SHETLAND WAY 8.250 2,107.30 80
8.000 2,107.30 350,659.00
ANTIOCH CA 94509 1 10/03/00 00
0432332542 05 12/01/00 0
88784 O 11/01/30
0
3883439 964/G01 F 348,000.00 ZZ
360 348,000.00 1
531 BELOIT AVE 8.250 2,614.41 80
8.000 2,614.41 435,000.00
KENSINGTON CA 94708 1 10/17/00 00
0432382067 05 12/01/00 0
88835 O 11/01/30
0
3883451 964/G01 F 325,000.00 ZZ
360 324,781.93 1
11607 REGIO COURT 8.000 2,384.74 69
7.750 2,384.74 473,000.00
DUBLIN CA 94568 5 09/20/00 00
0432332724 05 11/01/00 0
87129 O 10/01/30
0
3883659 227/G01 F 480,000.00 ZZ
360 479,716.60 1
1
2826 S TIOGA WAY 8.625 3,733.40 80
8.375 3,733.40 600,000.00
LAS VEGAS NV 89117 1 09/29/00 00
0432333193 05 11/01/00 0
1911296 O 10/01/30
0
3883830 964/G01 F 335,500.00 ZZ
360 335,280.53 1
8611 BURTON WAY #15 8.125 2,491.08 90
7.875 2,491.08 373,500.00
LOS ANGELES CA 90048 1 09/27/00 14
0432334753 01 11/01/00 25
86690 O 10/01/30
0
3883913 964/G01 F 364,000.00 ZZ
360 364,000.00 1
2100 F STREET 8.000 2,670.90 80
7.750 2,670.90 455,000.00
SACRAMENTO CA 95816 1 10/19/00 00
0432391845 05 12/01/00 0
87582 O 11/01/30
0
3883975 956/G01 F 476,000.00 ZZ
360 476,000.00 1
2111 SAWMILL GULCH ROAD 8.250 3,576.03 80
8.000 3,576.03 595,000.00
GOLDEN CO 80401 1 09/29/00 00
0432335834 05 12/01/00 0
2410080158 O 11/01/30
0
3883983 696/G01 F 338,300.00 ZZ
360 338,300.00 1
47775 MACGILL COURT 8.375 2,571.32 80
8.125 2,571.32 422,900.00
STERLING VA 20165 1 10/11/00 00
0432338564 03 12/01/00 0
23300159 O 11/01/30
0
3884031 956/G01 F 475,000.00 ZZ
360 474,689.29 1
3225 CHERRYSTONE WAY 8.125 3,526.86 76
7.875 3,526.86 630,000.00
COLORADO SPRING CO 80919 2 09/26/00 00
0432344547 05 11/01/00 0
1
2410090126 O 10/01/30
0
3884036 P06/G01 F 458,000.00 ZZ
360 457,715.33 1
8225 EAST BAILEY WAY 8.375 3,481.13 65
8.125 3,481.13 706,192.00
ANAHEIM CA 92808 1 09/07/00 00
0432353878 03 11/01/00 0
0001134 O 10/01/30
0
3884204 964/G01 F 280,000.00 ZZ
360 280,000.00 1
3361 BRUSH CREEK ROAD 8.125 2,078.99 80
7.875 2,078.99 350,000.00
SANTA ROSA CA 95409 1 10/06/00 00
0432336097 05 12/01/00 0
89203 O 11/01/30
0
3884723 964/G01 F 318,800.00 ZZ
360 318,800.00 1
917 ST. ANDREWS COURT 8.250 2,395.04 80
8.000 2,395.04 398,500.00
SALINAS CA 93901 1 10/25/00 00
0432390284 05 12/01/00 0
91009 O 11/01/30
0
3884889 665/G01 F 408,750.00 ZZ
360 408,001.87 1
27135 PRESTANCIA WAY 8.500 3,142.93 80
8.250 3,142.93 510,990.00
SALINAS CA 93908 1 07/18/00 00
0432359867 03 09/01/00 0
0001241543 O 08/01/30
0
3885186 E22/G01 F 368,000.00 ZZ
360 368,000.00 1
1620 11TH AVENUE 8.625 2,862.27 80
8.375 2,862.27 460,000.00
SACRAMENTO CA 95818 1 10/01/00 00
0412127581 05 12/01/00 0
0412127581 O 11/01/30
0
1
3885202 E22/G01 F 235,000.00 ZZ
360 235,000.00 1
1408 EAST GUM AVENUE 8.250 1,765.48 71
8.000 1,765.48 335,000.00
WOODLAND CA 95776 1 10/06/00 00
0412166878 05 12/01/00 0
0412166878 O 11/01/30
0
3885206 E22/G01 F 289,000.00 ZZ
360 289,000.00 1
3630 JASMINE CIRCLE 8.250 2,171.16 80
8.000 2,171.16 361,270.00
SAN JOSE CA 95135 1 10/10/00 00
0412171993 01 12/01/00 0
0412171993 O 11/01/30
0
3885208 E22/G01 F 318,400.00 ZZ
360 318,400.00 1
10090 NORTH PAGE AVENUE 8.000 2,336.31 80
7.750 2,336.31 398,000.00
FRESNO CA 93720 1 10/08/00 00
0412173502 03 12/01/00 0
0412173502 O 11/01/30
0
3885212 E22/G01 F 540,000.00 ZZ
360 540,000.00 1
6988 CORTE VERDE 8.125 4,009.48 80
7.875 4,009.48 675,000.00
PLEASANTON CA 94588 1 10/11/00 00
0412175192 05 12/01/00 0
0412175192 O 11/01/30
0
3885218 E22/G01 F 255,000.00 ZZ
360 255,000.00 1
300 EAST MAYES STREET 8.250 1,915.73 75
8.000 1,915.73 340,000.00
DIXON CA 95620 2 10/08/00 00
0412177453 05 12/01/00 0
0412177453 O 11/01/30
0
3885512 956/G01 F 380,000.00 ZZ
360 379,513.71 1
5143 RIPLEY LANE NORTH 8.250 2,854.81 43
8.000 2,854.81 900,000.00
1
RENTON WA 98056 1 08/17/00 00
0432373165 05 10/01/00 0
1110060106 O 09/01/30
0
3885553 956/G01 F 264,500.00 ZZ
360 264,500.00 1
67 FOX CHASE LANE 8.250 1,987.10 79
8.000 1,987.10 336,000.00
ROXBURY NJ 07852 1 10/06/00 00
0432342780 05 12/01/00 0
910090068 O 11/01/30
0
3885591 956/G01 F 267,500.00 ZZ
360 267,500.00 1
9654 LA COLINA DRIVE 8.250 2,009.64 79
8.000 2,009.64 340,000.00
RANCHO CUCAMONG CA 91737 2 10/02/00 00
0432345858 05 12/01/00 0
1910090034 O 11/01/30
0
3885702 624/G01 F 280,000.00 ZZ
360 280,000.00 1
6086 GARY PLACE 8.125 2,078.99 70
7.875 2,078.99 402,000.00
SAN LUIS OBISPO CA 93401 1 10/18/00 00
0432373074 05 12/01/00 0
72014600596F O 11/01/30
0
3885718 956/G01 F 285,000.00 ZZ
360 285,000.00 1
10100 WATERSIDE DRIVE 8.375 2,166.21 48
8.125 2,166.21 605,000.00
BURKE VA 22015 2 09/28/00 00
0432345908 05 12/01/00 0
2810090072 O 11/01/30
0
3888194 253/253 F 284,400.00 ZZ
360 284,400.00 1
8564 S MALLARD CT 8.375 2,161.65 90
8.125 2,161.65 316,000.00
HIGHLANDS RANCH CO 80126 1 10/04/00 14
957800 03 12/01/00 25
957800 O 11/01/30
0
1
3888453 E76/G01 F 37,000.00 ZZ
360 36,777.78 1
1205 W CHESTNUT STREET 8.875 294.39 81
8.625 294.39 46,000.00
DENISON TX 75020 1 09/29/00 96
0432378214 05 11/01/00 0
10001733 O 10/01/30
0
3888798 E23/G01 F 344,700.00 ZZ
360 344,700.00 1
713 RUBY DRIVE 8.250 2,589.62 89
8.000 2,589.62 388,000.00
VACAVILLE CA 95687 1 10/19/00 04
0432364156 05 12/01/00 25
60505775 O 11/01/30
0
3888855 624/G01 F 376,000.00 ZZ
360 376,000.00 1
182 AVENIDA ESPANA 7.750 2,693.71 80
7.500 2,693.71 470,000.00
SAN JOSE CA 95139 1 10/13/00 00
0432360196 05 12/01/00 0
31000200046F O 11/01/30
0
3889192 637/G01 F 471,750.00 BB
360 471,750.00 1
1255 CALLE EL CAMERON 8.375 3,585.64 75
8.125 3,585.64 629,000.00
THOUSAND OAKS CA 91360 1 10/20/00 00
0432398741 05 12/01/00 0
0019319243 O 11/01/30
0
3889298 L46/L46 F 530,500.00 ZZ
360 529,854.96 1
341 OAKWOOD TRAIL 8.500 4,079.09 76
8.250 4,079.09 707,000.00
FAIRVIEW TX 75069 2 08/10/00 00
0000908814 05 10/01/00 0
0000908814 O 09/01/30
0
3889393 L46/L46 F 428,000.00 ZZ
360 427,438.16 1
1
2601 WOODS LANE 8.125 3,177.89 80
7.875 3,177.89 535,000.00
GARLAND TX 75044 1 08/15/00 00
0000918334 03 10/01/00 0
0000918334 O 09/01/30
0
3889400 696/G01 F 310,000.00 ZZ
360 310,000.00 1
637 NORTH TAZEWELL STREET 8.375 2,356.22 80
8.125 2,356.22 387,500.00
ARLINGTON VA 22203 1 10/11/00 00
0432338762 03 12/01/00 0
25100180 O 11/01/30
0
3889588 964/G01 F 280,000.00 ZZ
360 280,000.00 1
1272 MURDELL LANE 8.750 2,202.76 78
8.500 2,202.76 360,000.00
LIVERMORE CA 94550 2 10/05/00 00
0432371946 05 12/01/00 0
88105 O 11/01/30
0
3889730 956/G01 F 356,100.00 ZZ
360 356,100.00 1
5620 HOAG PLACE 8.125 2,644.03 80
7.875 2,644.03 445,500.00
DAVIS CA 95616 1 10/03/00 00
0432366110 05 12/01/00 0
310090219 O 11/01/30
0
3889732 L46/L46 F 400,000.00 ZZ
360 399,501.02 1
772 LEXINGTON COURT 8.375 3,040.29 74
8.125 3,040.29 546,000.00
COPPELL DALLAS TX 75019 1 08/31/00 00
0000917971 05 10/01/00 0
0000917971 O 09/01/30
0
3889810 L46/L46 F 293,600.00 ZZ
360 293,233.73 1
1809 RED WING COURT 8.375 2,231.58 80
8.125 2,231.58 367,000.00
SOUTHLAKE TX 76092 1 09/01/00 00
0000920009 03 10/01/00 0
1
0000920009 O 09/01/30
0
3889854 L46/L46 F 338,950.00 ZZ
360 338,728.27 1
1053 SIR LANCELOT 8.125 2,516.70 80
7.875 2,516.70 423,736.00
LEWISVILLE TX 75056 1 09/15/00 00
0000916452 03 11/01/00 0
0000916452 O 10/01/30
0
3889886 950/G01 F 300,000.00 ZZ
360 299,808.70 1
39420 236TH AVENUE SOUTHEAST 8.250 2,253.80 80
8.000 2,253.80 375,000.00
ENUMCLAW WA 98022 1 09/19/00 00
0432341014 05 11/01/00 0
E1008068 O 10/01/30
0
3889971 L46/L46 F 389,550.00 ZZ
360 389,051.49 1
5925 VAN HORN LANE 8.250 2,926.56 80
8.000 2,926.56 486,964.00
FRISCO TX 75034 1 08/21/00 00
0000919027 03 10/01/00 0
0000919027 O 09/01/30
0
3890039 L46/L46 F 650,000.00 ZZ
360 648,747.96 1
4065 STANFORD AVENUE 8.250 4,883.24 77
8.000 4,883.24 855,000.00
UNIVERSITY PARK TX 75225 1 07/27/00 00
0000917294 05 09/01/00 0
0000917294 O 08/01/30
0
3890149 A52/G01 F 300,000.00 ZZ
360 300,000.00 1
88 WELCH DRIVE 8.125 2,227.49 80
7.875 2,227.49 375,000.00
DAHLONEGA GA 30533 4 10/20/00 00
0432380129 05 12/01/00 0
12475 O 11/01/30
0
1
3890830 E22/G01 F 456,000.00 ZZ
360 456,000.00 2
8620 GREGORY WAY 8.125 3,385.79 60
7.875 3,385.79 760,000.00
LOS ANGELES CA 90035 1 10/05/00 00
0412135220 05 12/01/00 0
0412135220 O 11/01/30
0
3890844 E22/G01 F 340,000.00 ZZ
360 340,000.00 1
10258 VESTAL MANOR 8.125 2,524.49 80
7.875 2,524.49 425,000.00
CORAL SPRINGS FL 33071 1 10/16/00 00
0412164303 03 12/01/00 0
0412164303 O 11/01/30
0
3890856 E22/G01 F 97,000.00 ZZ
360 97,000.00 1
3807 NOCONA DRIVE 8.625 754.46 75
8.375 754.46 130,000.00
GRANDBURY TX 76049 1 10/16/00 00
0412179111 03 12/01/00 0
0412179111 O 11/01/30
0
3891697 944/G01 F 449,000.00 ZZ
360 449,000.00 1
1059 TRENT LANE 8.250 3,373.19 66
8.000 3,373.19 689,000.00
KINGS BEACH CA 96143 1 10/05/00 00
0432398501 05 12/01/00 0
W00090200 O 11/01/30
0
3892409 F28/G01 F 300,000.00 T
360 299,653.54 1
17 SHATTUCK PLACE 8.750 2,360.10 75
8.500 2,360.10 400,000.00
CHATHAM MA 02633 1 08/15/00 00
0432344364 05 10/01/00 0
513444946 O 09/01/30
0
3892425 K68/G01 F 524,000.00 ZZ
360 524,000.00 1
213 ROLLING MEADOW ROAD 8.000 3,844.93 79
7.750 3,844.93 665,000.00
1
RIDGELAND MS 39157 2 10/19/00 00
0432373975 05 12/01/00 0
1077494 O 11/01/30
0
3892510 738/G01 F 356,250.00 ZZ
360 356,250.00 1
953 VIRGINIA CIRCLE 8.375 2,707.76 75
8.125 2,707.76 475,000.00
ATLANTA GA 30306 5 10/19/00 00
0432386076 05 12/01/00 0
5390230 O 11/01/30
0
3892878 F28/G01 F 319,850.00 ZZ
360 319,451.01 1
2381 LEHMAN LANE NE 8.375 2,431.09 90
8.125 2,431.09 355,405.00
BLAINE MN 55449 1 08/25/00 04
0432383909 03 10/01/00 25
5554088 O 09/01/30
0
3893151 F28/G01 F 498,000.00 ZZ
360 497,378.77 2
25 HOLBROOK STREET 8.375 3,785.16 69
8.125 3,785.16 723,000.00
JAMAICA PLAIN MA 02130 1 08/18/00 00
0432383891 05 10/01/00 0
5783628 O 09/01/30
0
3893256 964/G01 F 317,700.00 ZZ
360 317,700.00 1
1255 29TH COURT NORTHWEST 8.250 2,386.77 80
8.000 2,386.77 400,000.00
SALEM OR 97304 2 10/19/00 00
0432392355 05 12/01/00 0
90339 O 11/01/30
0
3893795 511/511 F 500,000.00 ZZ
360 499,633.98 1
412 EAST 1325 NORTH 8.125 3,712.49 67
7.875 3,712.49 750,000.00
OREM UT 84097 2 09/22/00 00
0002195861 05 11/01/00 0
0002195861 O 10/01/30
0
1
3893948 696/G01 F 269,300.00 ZZ
360 269,300.00 1
14421 CLUBHOUSE ROAD 8.000 1,976.03 80
7.750 1,976.03 336,640.00
GAINESVILLE VA 20155 1 10/13/00 00
0432357929 03 12/01/00 0
30100186 O 11/01/30
0
3895481 196/G01 F 313,208.00 ZZ
360 313,008.28 1
1601 QUESTWOOD DRIVE 8.250 2,353.03 80
8.000 2,353.03 391,511.00
FALCON HEIGHTS MN 55113 1 09/22/00 00
0432349728 09 11/01/00 0
1377782 O 10/01/30
0
3895498 M32/M32 F 346,500.00 ZZ
360 345,815.38 1
4876 PLEASANT GROVE LANE 8.125 2,572.76 90
7.875 2,572.76 385,000.00
LEXINGTON KY 40515 1 07/14/00 00
685007489 05 09/01/00 0
685007489 O 08/01/30
0
3895501 F28/G01 F 425,000.00 ZZ
360 424,496.35 1
11 DANE STREET 8.625 3,305.61 68
8.375 3,305.61 625,000.00
JAMAICA PLAIN MA 02130 1 08/18/00 00
0432344562 05 10/01/00 0
KV1P001828 O 09/01/30
0
3895715 196/G01 F 304,000.00 ZZ
360 303,801.13 1
1401 SHEPHERD DRIVE 8.125 2,257.20 80
7.875 2,257.20 380,000.00
NAPERVILLE IL 60565 1 09/29/00 00
0432348639 05 11/01/00 0
1381036 O 10/01/30
0
3895730 F28/G01 F 299,000.00 ZZ
360 298,155.87 1
1
12 FAIRCHILD DRIVE 8.125 2,220.07 59
7.875 2,220.07 512,000.00
READING MA 01887 1 08/28/00 00
0432383875 05 10/01/00 0
5768225 O 09/01/30
0
3895753 E22/G01 F 649,500.00 ZZ
360 649,500.00 1
16011 MIAMI WAY 8.250 4,879.48 58
8.000 4,879.48 1,125,000.00
PACIFIC PALISAD CA 90272 2 10/12/00 00
0412148140 05 12/01/00 0
0412148140 O 11/01/30
0
3895758 E22/G01 F 649,900.00 ZZ
360 649,900.00 1
5 BRIGHTWOOD WAY 7.875 4,712.23 41
7.625 4,712.23 1,590,000.00
DANVILLE CA 94506 1 10/04/00 00
0412156325 03 12/01/00 0
0412156325 O 11/01/30
0
3895760 E22/G01 F 350,000.00 ZZ
360 350,000.00 1
9505 SAN DIEGO AVENUE NE 8.125 2,598.74 68
7.875 2,598.74 521,145.00
ALBUQUERQUE NM 87122 1 10/13/00 00
0412159394 05 12/01/00 0
0412159394 O 11/01/30
0
3895779 E22/G01 F 392,750.00 ZZ
360 392,750.00 1
22801 MAIDEN LANE 8.250 2,950.60 80
8.000 2,950.60 490,964.00
MISSION VIEJO CA 92692 1 10/12/00 00
0412185084 03 12/01/00 0
0412185084 O 11/01/30
0
3895804 F28/G01 F 375,100.00 ZZ
360 374,227.27 1
3330 156TH PLACE SE 8.750 2,950.92 80
8.500 2,950.92 468,990.00
MILL CREEK WA 98012 1 06/28/00 00
0432383867 03 08/01/00 0
1
5173703 O 07/01/30
0
3895811 196/G01 F 275,500.00 ZZ
360 275,337.34 1
328 PARSON CIRCLE 8.625 2,142.82 95
8.375 2,142.82 290,000.00
MARINA CA 93933 1 09/14/00 14
0432348142 05 11/01/00 30
1383649 O 10/01/30
0
3896018 196/G01 F 275,000.00 ZZ
360 274,837.63 1
67 PARKWOOD DRIVE 8.625 2,138.93 47
8.375 2,138.93 595,000.00
DALY CITY CA 94015 5 09/01/00 00
0432350171 05 11/01/00 0
1382856 O 10/01/30
0
3896095 196/G01 F 399,000.00 ZZ
360 398,745.57 1
4805 CRESTWAY DRIVE 8.250 2,997.56 80
8.000 2,997.56 499,000.00
AUSTIN TX 78731 1 09/26/00 00
0432348464 05 11/01/00 0
1384622 O 10/01/30
0
3896179 405/405 F 333,000.00 ZZ
360 332,793.01 1
7953 SOUTH OLIVE COURT 8.375 2,531.05 69
8.125 2,531.05 485,000.00
ENGLEWOOD CO 80112 1 09/07/00 00
11821410 05 11/01/00 0
11821410 O 10/01/30
0
3896180 405/405 F 292,000.00 ZZ
360 291,635.73 1
5506 SOUTH SOUTHVIEW LANE 8.375 2,219.42 80
8.125 2,219.42 365,000.00
SPOKANE WA 99223 1 08/29/00 00
11830114 03 10/01/00 0
11830114 O 09/01/30
0
1
3896181 405/405 F 292,000.00 ZZ
360 291,662.77 1
14776 SUNRISE DRIVE NORTHEAST 8.750 2,297.17 80
8.500 2,297.17 365,000.00
BAINBRIDGE ISLA WA 98110 1 08/23/00 00
11832946 05 10/01/00 0
11832946 O 09/01/30
0
3896182 405/405 F 485,600.00 ZZ
360 485,282.35 1
87 MEESE CIRCLE 8.125 3,605.57 80
7.875 3,605.57 607,000.00
DANVILLE CA 94526 1 09/01/00 00
11853652 03 11/01/00 0
11853652 O 10/01/30
0
3896183 405/405 F 269,250.00 ZZ
360 269,078.30 1
1636 NORTH LOMA VISTA CIRCLE 8.250 2,022.79 80
8.000 2,022.79 339,250.00
MESA AZ 85213 1 09/18/00 00
11855418 03 11/01/00 0
11855418 O 10/01/30
0
3896184 405/405 F 301,500.00 ZZ
360 301,500.00 1
27 BROWNS LANE 8.875 2,398.87 90
8.625 2,398.87 335,000.00
BELLPORT NY 11713 1 10/03/00 10
16738148 05 12/01/00 25
16738148 O 11/01/30
0
3896186 405/405 F 375,000.00 ZZ
360 374,772.82 1
38 ROSEWOOD LN 8.500 2,883.43 64
8.250 2,883.43 595,000.00
MALVERN PA 19355 1 10/02/00 00
16826521 05 11/01/00 0
16826521 O 10/01/30
0
3896187 405/405 F 499,900.00 ZZ
360 499,597.16 1
501 HAMPTON AVE 8.500 3,843.80 75
8.250 3,843.80 675,000.00
1
BROOKLYN NY 11235 1 10/03/00 00
16834798 05 11/01/00 0
16834798 O 10/01/30
0
3896188 405/405 F 600,000.00 ZZ
360 600,000.00 1
66 PARKWOODS ROAD 8.625 4,666.74 80
8.375 4,666.74 750,000.00
MANHASSET NY 11030 1 10/05/00 00
16842759 05 12/01/00 0
16842759 O 11/01/30
0
3896189 405/405 F 650,000.00 ZZ
360 649,595.99 1
5 MEADOW GATE DRIVE WEST 8.375 4,940.47 79
8.125 4,940.47 832,500.00
HEAD OF HARBOR NY 11780 1 10/04/00 00
16843047 05 11/01/00 0
16843047 O 10/01/30
0
3896190 405/405 F 375,000.00 ZZ
360 374,766.92 1
322 HOOP POLE HILL ROAD 8.375 2,850.27 69
8.125 2,850.27 548,000.00
WOODBURY CT 06798 1 10/04/00 00
16856098 05 11/01/00 0
16856098 O 10/01/30
0
3896191 405/405 F 337,000.00 ZZ
360 337,000.00 1
706 7TH STREET SE 8.375 2,561.45 75
8.125 2,561.45 450,000.00
WASHINGTON DC 20003 2 10/04/00 00
16870552 05 12/01/00 0
16870552 O 11/01/30
0
3896192 405/405 F 332,000.00 ZZ
360 331,788.29 1
35 MAPLE LANE 8.250 2,494.21 80
8.000 2,494.21 415,000.00
WESTPORT CT 06880 1 10/03/00 00
16874588 05 11/01/00 0
16874588 O 10/01/30
0
1
3896193 405/405 F 376,000.00 ZZ
360 376,000.00 1
2220 WINROCK AVENUE 8.250 2,824.77 80
8.000 2,824.77 470,000.00
ALTADENA CA 91001 1 10/02/00 00
16881518 05 12/01/00 0
16881518 O 11/01/30
0
3896196 405/405 F 280,000.00 ZZ
360 280,000.00 1
4557 MANGROVE DRIVE 8.375 2,128.21 79
8.125 2,128.21 355,000.00
DUBLIN CA 94568 1 10/04/00 00
16887168 01 12/01/00 0
16887168 O 11/01/30
0
3896198 405/405 F 350,000.00 ZZ
360 350,000.00 1
12077 CELOME LANE 8.125 2,598.74 74
7.875 2,598.74 475,000.00
SAN DIEGO CA 92129 1 10/04/00 00
16890196 05 12/01/00 0
16890196 O 11/01/30
0
3896199 405/405 F 305,000.00 ZZ
360 304,805.51 1
1308 MARIA WAY 8.250 2,291.37 61
8.000 2,291.37 505,000.00
SAN JOSE CA 95117 1 09/28/00 00
16891012 05 11/01/00 0
16891012 O 10/01/30
0
3896201 405/405 F 388,000.00 ZZ
360 387,758.84 1
200 RIVERGATE DR 8.375 2,949.08 64
8.125 2,949.08 610,000.00
WILTON CT 06897 1 10/06/00 00
16895625 05 11/01/00 0
16895625 O 10/01/30
0
3896202 405/405 F 350,000.00 T
360 350,000.00 1
1
2241 CATALINA DRIVE 8.250 2,629.44 54
8.000 2,629.44 650,000.00
SOUTH LAKE TAHO CA 96150 1 10/19/00 00
16901068 03 12/01/00 0
16901068 O 11/01/30
0
3896203 405/405 F 325,000.00 T
360 324,797.99 1
21517 NORTH 78TH STREET 8.375 2,470.24 48
8.125 2,470.24 677,433.00
SCOTTSDALE AZ 85255 1 09/27/00 00
16901886 03 11/01/00 0
16901886 O 10/01/30
0
3896216 405/405 F 460,800.00 ZZ
360 460,506.16 1
2380 MONTEREY ROAD 8.250 3,461.84 60
7.750 3,461.84 768,000.00
SAN MARINO CA 91108 1 09/06/00 00
11837853 05 11/01/00 0
11837853 O 10/01/30
0
3896217 405/405 F 278,000.00 ZZ
360 277,753.33 1
4448 BIRCHWOOD AVENUE 8.000 2,039.87 74
7.500 2,039.87 378,000.00
SEAL BEACH CA 90740 1 09/05/00 00
11840113 05 11/01/00 0
11840113 O 10/01/30
0
3896218 405/405 F 572,000.00 ZZ
360 571,616.19 1
4929 RUPERT LANE 8.000 4,197.14 80
7.500 4,197.14 715,000.00
LA CANADA FLINT CA 91011 1 09/21/00 00
11845740 05 11/01/00 0
11845740 O 10/01/30
0
3896219 405/405 F 400,000.00 ZZ
360 399,738.34 1
2970 SOMERSET PLACE 8.125 2,969.99 64
7.625 2,969.99 632,000.00
SAN MARINO CA 91108 1 09/21/00 00
16795247 05 11/01/00 0
1
16795247 O 10/01/30
0
3896220 405/405 F 429,000.00 ZZ
360 428,726.44 1
15634 INDIAN HEAD CT 8.250 3,222.94 78
7.750 3,222.94 555,000.00
RAMONA CA 92065 1 08/25/00 00
16802100 03 11/01/00 0
16802100 O 10/01/30
0
3896222 405/405 F 302,000.00 ZZ
360 301,802.44 1
6310 SALTER AVENUE 8.125 2,242.35 80
7.625 2,242.35 378,000.00
TEMPLE CITY CA 91780 1 09/13/00 00
16856346 05 11/01/00 0
16856346 O 10/01/30
0
3896224 405/405 F 618,750.00 T
360 618,750.00 1
3429 OCEAN DRIVE 8.000 4,540.17 75
7.500 4,540.17 825,000.00
OXNARD CA 93035 1 10/04/00 00
16873895 05 12/01/00 0
16873895 O 11/01/30
0
3896225 405/405 F 650,000.00 ZZ
360 650,000.00 1
65 SANTA RITA AVENUE 8.000 4,769.47 60
7.500 4,769.47 1,100,000.00
SAN FRANCISCO CA 94116 1 10/02/00 00
0016906364 03 12/01/00 0
16906364 O 11/01/30
0
3896275 637/G01 F 220,000.00 ZZ
360 220,000.00 1
10223 KING COURT 8.125 1,633.50 73
7.875 1,633.50 305,000.00
WESTMINSTER CO 80031 1 10/27/00 00
0432399186 05 12/01/00 0
0015015803 O 11/01/30
0
1
3896345 F28/G01 F 334,700.00 ZZ
360 334,293.05 1
6229 BOLLAND COURT 8.500 2,573.55 85
8.250 2,573.55 394,669.00
INVER GROVE HEI MN 55076 1 08/30/00 10
0432344273 05 10/01/00 12
27476 O 09/01/30
0
3896452 F28/G01 F 301,600.00 ZZ
360 301,242.60 1
14 STONEYBROOK ROAD 8.625 2,345.81 80
8.375 2,345.81 377,000.00
GRAFTON MA 01519 1 08/11/00 00
0432383842 05 10/01/00 0
5747930 O 09/01/30
0
3896551 196/G01 F 269,100.00 ZZ
360 268,932.73 1
2205 SOUTH WESTWOOD DRIVE 8.375 2,045.36 90
8.125 2,045.36 299,000.00
HILLSIDE IL 60162 1 09/25/00 14
0432350122 05 11/01/00 25
1385617 O 10/01/30
0
3896918 964/G01 F 301,000.00 ZZ
360 301,000.00 1
13640 SOUTHWEST FERN STREET 8.250 2,261.31 78
8.000 2,261.31 390,000.00
PORTLAND OR 97223 1 10/19/00 00
0432392298 05 12/01/00 0
90079 O 11/01/30
0
3896975 F27/F27 F 308,650.00 ZZ
360 308,650.00 1
4269 WILTSHIRE PLACE 8.250 2,318.79 80
8.000 2,318.79 385,866.00
DUMFRIES VA 22026 1 10/20/00 00
6061115917 03 12/01/00 0
6061115917 O 11/01/30
0
3897362 T35/G01 F 375,000.00 ZZ
360 375,000.00 1
9127 BAYPORT CIRCLE 8.750 2,950.13 89
8.500 2,950.13 424,900.00
1
INDIANAPOLIS IN 46236 1 10/16/00 04
0400313144 05 12/01/00 25
0400313144 O 11/01/30
0
3897447 M32/M32 F 375,000.00 ZZ
360 374,220.66 1
8 FIELDCREST DRIVE 7.875 2,719.02 60
7.625 2,719.02 625,000.00
DALY CITY CA 94015 1 07/28/00 00
685013398 05 09/01/00 0
685013398 O 08/01/30
0
3897582 M32/M32 F 361,800.00 ZZ
360 361,066.82 1
2819 GEORGETOWN 8.000 2,654.77 90
7.750 2,654.77 402,000.00
HOUSTON TX 77005 1 07/27/00 00
685012405 05 09/01/00 0
685012405 O 08/01/30
0
3897856 E82/G01 F 375,000.00 ZZ
360 375,000.00 1
605 ROCK ISLE 8.000 2,751.62 76
7.750 2,751.62 498,000.00
ALAMEDA CA 94501 1 10/09/00 00
0400326708 03 12/01/00 0
0400326708 O 11/01/30
0
3897867 M32/M32 F 415,000.00 ZZ
360 414,200.63 1
100 FULTON STREET 3A 8.250 3,117.76 100
8.000 3,117.76 415,000.00
BOSTON MA 02109 1 08/01/00 00
685012242 01 09/01/00 0
685012242 O 08/01/30
0
3898361 M01/G01 F 300,000.00 ZZ
360 300,000.00 1
10 DOWNS LAKE CIRCLE 8.250 2,253.80 27
8.000 2,253.80 1,125,000.00
DALLAS TX 75230 1 10/31/00 00
0432381564 05 12/01/00 0
424319 O 11/01/30
0
1
3898766 196/G01 F 362,500.00 ZZ
360 362,500.00 1
4505 S YOSEMITE STREET 8.125 2,691.56 73
#345 7.875 2,691.56 500,000.00
DENVER CO 80237 1 10/04/00 00
0432349975 03 12/01/00 0
1298922 O 11/01/30
0
3899039 196/G01 F 266,000.00 ZZ
360 265,825.99 1
9532 HATILLO AVENUE 8.125 1,975.05 80
7.875 1,975.05 332,500.00
CHATSWORTH CA 91311 1 09/08/00 00
0432348225 05 11/01/00 0
1384340 O 10/01/30
0
3899210 196/G01 F 292,000.00 ZZ
360 292,000.00 1
112 LARIAT COURT 8.250 2,193.70 80
8.000 2,193.70 365,000.00
AZLE TX 76020 2 10/06/00 00
0432348746 03 12/01/00 0
1358458 O 11/01/30
0
3900261 196/G01 F 284,000.00 ZZ
360 283,832.32 1
3839 PESTANA WAY 8.625 2,208.93 95
8.375 2,208.93 299,000.00
LIVERMORE CA 94550 1 09/14/00 14
0432348811 05 11/01/00 30
1381096 O 10/01/30
0
3900613 J40/G01 F 650,000.00 ZZ
360 650,000.00 1
3686 OLD IVY LANE 8.125 4,826.23 77
7.875 4,826.23 855,000.00
GAINESVILLE GA 30506 4 10/25/00 00
0432382661 03 12/01/00 0
7681874 O 11/01/30
0
3900632 964/G01 F 285,000.00 ZZ
360 285,000.00 1
1
411 FORBES AVENUE 8.125 2,116.12 49
7.875 2,116.12 585,000.00
SAN RAFAEL CA 94901 1 10/09/00 00
0432350916 05 12/01/00 0
89856 O 11/01/30
0
3900701 253/253 F 250,000.00 ZZ
360 250,000.00 1
604 CIELO GRANDE 8.750 1,966.76 72
8.500 1,966.76 350,000.00
SANTA FE NM 87505 1 10/12/00 00
957327 05 12/01/00 0
957327 O 11/01/30
0
3900868 956/G01 F 389,000.00 ZZ
360 389,000.00 1
649 34TH STREET 8.250 2,922.43 80
8.000 2,922.43 489,000.00
SACRAMENTO CA 95816 1 10/06/00 00
0432353175 05 12/01/00 0
310080339 O 11/01/30
0
3900984 956/G01 F 263,400.00 ZZ
360 263,400.00 1
38 CHRISTY LANE 8.125 1,955.74 80
7.875 1,955.74 330,000.00
SPRINGFIELD NJ 07081 1 10/12/00 00
0432361780 05 12/01/00 0
910090121 O 11/01/30
0
3901108 964/G01 F 350,000.00 ZZ
360 350,000.00 1
1042 OCEAN ROAD 8.250 2,629.43 37
8.000 2,629.43 950,000.00
PEBBLE BEACH CA 93953 1 10/23/00 00
0432390508 05 12/01/00 0
90417 O 11/01/30
0
3901179 956/G01 F 252,800.00 ZZ
360 252,800.00 1
3328 OLIVEGROVE PLACE 8.125 1,877.03 48
7.875 1,877.03 536,000.00
THOUSAND OAKS CA 91362 1 10/06/00 00
0432371763 05 12/01/00 0
1
2910100001 O 11/01/30
0
3902374 B60/G01 F 420,000.00 ZZ
360 420,000.00 1
8117 KINGSBURY BOULEVARD 8.250 3,155.32 80
8.000 3,155.32 525,000.00
CLAYTON MO 63105 1 10/23/00 00
0432380582 05 12/01/00 0
295175 O 11/01/30
0
3903073 196/G01 F 335,200.00 ZZ
360 334,996.93 1
1025 SHADOW CANYON ROAD 8.500 2,577.40 80
8.250 2,577.40 419,000.00
BREA CA 92821 1 10/02/00 00
0432347268 05 11/01/00 0
1385711 O 10/01/30
0
3903238 163/163 F 305,000.00 ZZ
360 304,810.43 1
304 SYCAMORE STREET 8.375 2,318.22 73
8.125 2,318.22 420,000.00
FALLS CHURCH VA 22046 5 09/28/00 00
917576226 05 11/01/00 0
917576226 O 10/01/30
0
3903471 163/163 F 371,250.00 ZZ
360 371,013.26 1
866 NAVARONNE WAY 8.250 2,789.08 75
8.000 2,789.08 495,000.00
CONCORD CA 94518 5 09/19/00 00
717598592 05 11/01/00 0
717598592 O 10/01/30
0
3903630 196/G01 F 331,000.00 ZZ
360 330,799.47 1
5117 IRENE WAY 8.500 2,545.11 80
8.250 2,545.11 414,950.00
LIVERMORE CA 94550 1 09/13/00 00
0432350288 05 11/01/00 0
1380066 O 10/01/30
0
1
3904018 964/G01 F 294,300.00 ZZ
360 294,300.00 1
622 ARTHUR STREET 8.000 2,159.47 69
7.750 2,159.47 430,000.00
NOVATO CA 94947 5 10/26/00 00
0432389898 05 12/01/00 0
90372 O 11/01/30
0
3904358 A06/G01 F 321,000.00 ZZ
360 321,000.00 1
539 SMITH 8.875 2,554.03 72
8.625 2,554.03 450,000.00
BIRMINGHAM MI 48009 2 10/13/00 00
0432356277 05 12/01/00 0
021000020016100 O 11/01/30
0
3904379 964/G01 F 300,000.00 ZZ
360 300,000.00 1
4891 KINGHURST DRIVE 8.125 2,227.49 50
7.875 2,227.49 601,000.00
SAN JOSE CA 95124 5 10/06/00 00
0432389112 05 12/01/00 0
89698 O 11/01/30
0
3904771 E22/G01 F 374,500.00 ZZ
360 374,500.00 1
2314 31ST STREET 8.000 2,747.95 70
7.750 2,747.95 535,000.00
SANTA MONICA CA 90405 1 10/05/00 00
0412155913 05 12/01/00 0
0412155913 O 11/01/30
0
3904795 E22/G01 F 316,000.00 ZZ
360 316,000.00 1
510 WOBURN COURT 8.125 2,346.29 80
7.875 2,346.29 395,000.00
GRANITE BAY CA 95746 1 10/16/00 00
0412193898 03 12/01/00 0
0412193898 O 11/01/30
0
3904796 E22/G01 F 800,000.00 ZZ
360 800,000.00 1
220 YERBA SANTA AVENUE 8.000 5,870.12 50
7.750 5,870.12 1,600,000.00
1
LOS ALTOS CA 94022 1 10/17/00 00
0412195414 05 12/01/00 0
0412195414 O 11/01/30
0
3904898 M32/M32 F 1,350,000.00 ZZ
360 1,349,182.16 1
920 COLE DRIVE 8.500 10,380.34 100
8.250 10,380.34 1,350,000.00
BRIELLE NJ 08730 1 09/08/00 00
685019216 05 11/01/00 0
685019216 O 10/01/30
0
3904939 M32/M32 F 400,000.00 ZZ
360 399,488.11 1
8890 CYPRESS AVENUE 8.250 3,005.07 95
8.000 3,005.07 425,000.00
COTATI CA 94931 1 08/28/00 00
685016260 05 10/01/00 0
685016260 O 09/01/30
0
3904984 163/163 F 390,400.00 ZZ
360 390,151.05 1
10 BAUMGARTNER DRIVE 8.250 2,932.95 80
8.000 2,932.95 488,000.00
BOROUGH OF MADI NJ 07940 1 09/15/00 00
7868227 05 11/01/00 0
7868227 O 10/01/30
0
3905010 M32/M32 F 535,000.00 ZZ
360 533,969.49 1
3210 OAK LINKS AVENUE 8.250 4,019.28 100
8.000 4,019.28 535,000.00
HOUSTON TX 77059 1 07/31/00 00
685011481 03 09/01/00 0
685011481 O 08/01/30
0
3905043 M32/M32 F 328,100.00 ZZ
360 327,680.12 1
54 TAFT AVENUE 8.250 2,464.91 86
8.000 2,464.91 383,000.00
NEWTON MA 02465 1 08/28/00 00
685008901 05 10/01/00 0
685008901 O 09/01/30
0
1
3905065 M32/M32 F 499,000.00 ZZ
360 498,062.99 1
425 NAVARO WAY 109 8.375 3,792.77 100
8.125 3,792.77 499,000.00
SAN JOSE CA 95134 1 07/20/00 00
685011300 01 09/01/00 0
685011300 O 08/01/30
0
3905147 M32/M32 F 315,000.00 ZZ
360 314,361.68 1
582 INDIAN ROCK DRIVE 8.000 2,311.36 100
7.750 2,311.36 315,000.00
COPPELL TX 75019 1 07/26/00 00
685011008 05 09/01/00 0
685011008 O 08/01/30
0
3905154 M32/M32 F 400,000.00 ZZ
360 399,744.93 1
215 16TH STREET 8.250 3,005.07 100
8.000 3,005.07 400,000.00
SEAL BEACH CA 90740 1 09/01/00 00
685015943 05 11/01/00 0
685015943 O 10/01/30
0
3905188 M32/M32 F 300,000.00 ZZ
360 299,436.68 1
7717 JUNIPER STREET 8.375 2,280.22 100
8.125 2,280.22 300,000.00
ELKINS PARK PA 19027 1 07/31/00 00
685005212 05 09/01/00 0
685005212 O 08/01/30
0
3905233 163/163 F 400,000.00 ZZ
360 399,513.63 1
1400 SCENIC DRIVE 8.500 3,075.66 75
8.250 3,075.66 540,000.00
CITY OF AUSTIN TX 78703 1 08/08/00 00
7962962 01 10/01/00 0
7962962 O 09/01/30
0
3905313 M32/M32 F 575,000.00 ZZ
360 574,282.71 1
1
38405 AVENIDA LA CRESTA 8.375 4,370.42 100
8.125 4,370.42 575,000.00
MURRIETA CA 92562 1 08/04/00 00
685006473 05 10/01/00 0
685006473 O 09/01/30
0
3905315 M32/M32 F 367,000.00 ZZ
360 366,530.35 1
1310 DUNAIRE DRIVE 8.250 2,757.15 100
8.000 2,757.15 367,000.00
BAKERSFIELD CA 93312 1 08/29/00 00
685014432 05 10/01/00 0
685014432 O 09/01/30
0
3905349 M32/M32 F 480,000.00 ZZ
360 479,385.74 1
6829 TAMMY COURT 8.250 3,606.08 100
8.000 3,606.08 480,000.00
BETHESDA MD 20817 1 08/28/00 00
685013445 05 10/01/00 0
685013445 O 09/01/30
0
3905405 M32/M32 F 975,000.00 T
360 973,814.50 1
1455 OCEAN DRIVE UNIT 1404 8.500 7,496.91 100
8.250 7,496.91 985,000.00
MIAMI FL 33139 1 08/25/00 00
685012943 01 10/01/00 0
685012943 O 09/01/30
0
3905459 M32/M32 F 424,700.00 ZZ
360 424,436.02 1
17437 OLIVE TREE CIRCLE 8.375 3,228.03 91
8.125 3,228.03 467,000.00
YORBA LINDA CA 92886 1 08/29/00 00
685008985 05 11/01/00 0
685008985 O 10/01/30
0
3905506 M32/M32 F 327,985.00 ZZ
360 327,764.93 1
379 PLEASANT RIDGE DR 8.000 2,406.64 100
7.750 2,406.64 327,985.00
CANTON MI 48188 1 09/21/00 00
685012137 05 11/01/00 0
1
685012137 O 10/01/30
0
3905553 163/163 F 489,000.00 ZZ
360 488,696.06 1
6508 NAVAHO TRAIL 8.375 3,716.75 71
8.125 3,716.75 689,000.00
EDINA MN 55439 1 10/02/00 00
0003001025297 05 11/01/00 0
0003001025297 O 10/01/30
0
3905563 M32/M32 F 394,250.00 ZZ
360 393,960.47 1
1433 NORTH CLEVELAND UNIT H 8.250 2,961.87 95
8.000 2,961.87 415,000.00
CHICAGO IL 60610 1 09/22/00 00
685017046 03 11/01/00 0
685017046 O 10/01/30
0
3905632 M32/M32 F 450,000.00 ZZ
360 449,705.63 1
1550 OLD HOUSE ROAD 8.125 3,341.24 88
7.875 3,341.24 515,000.00
PASADENA CA 91175 1 09/14/00 00
685017231 05 11/01/00 0
685017231 O 10/01/30
0
3905665 M32/M32 F 375,000.00 T
360 374,754.69 1
1101 ARBOR PINE AVENUE 8.125 2,784.37 100
7.875 2,784.37 375,000.00
LAS VEGAS NV 89134 1 09/21/00 00
685022794 09 11/01/00 0
685022794 O 10/01/30
0
3905974 163/163 F 385,000.00 ZZ
360 384,543.76 1
3025 LUGANO WAY 8.625 2,994.49 90
8.375 2,994.49 428,000.00
SAN JOSE CA 95132 1 08/11/00 11
717514813 05 10/01/00 25
717514813 O 09/01/30
0
1
3906650 964/G01 F 399,950.00 ZZ
360 399,950.00 1
21012 AMBERWICK LANE 8.250 3,004.69 79
8.000 3,004.69 510,000.00
HUNTINGTON BEAC CA 92646 1 10/19/00 00
0432371938 05 12/01/00 0
89845 O 11/01/30
0
3907149 163/163 F 312,000.00 ZZ
360 311,810.99 1
1406 MILL CREEK DRIVE 8.500 2,399.01 80
8.250 2,399.01 390,000.00
WEST CHESTER PA 19380 1 09/18/00 00
0080083 05 11/01/00 0
0080083 O 10/01/30
0
3907380 163/163 F 558,750.00 ZZ
360 558,393.70 1
17 CLUB DRIVE 8.250 4,197.71 75
8.000 4,197.71 745,000.00
MASSAPEQUA NY 11758 1 09/27/00 00
1000227391 05 11/01/00 0
1000227391 O 10/01/30
0
3907976 E22/G01 F 252,000.00 ZZ
360 252,000.00 1
3415 REDHOOK LANE 8.875 2,005.03 80
8.625 2,005.03 315,000.00
ALAMEDA CA 94502 1 10/10/00 00
0412166274 09 12/01/00 0
0412166274 O 11/01/30
0
3907995 E22/G01 F 368,200.00 ZZ
360 368,200.00 1
681 WILLOW GLEN WAY 7.875 2,669.71 70
7.625 2,669.71 526,000.00
SAN JOSE CA 95125 1 10/12/00 00
0412183048 05 12/01/00 0
0412183048 O 11/01/30
0
3907999 E22/G01 F 450,000.00 ZZ
360 450,000.00 1
57 FOSTER DRIVE 8.000 3,301.94 59
7.750 3,301.94 770,000.00
1
SAN RAMON CA 94583 1 10/12/00 00
0412187122 05 12/01/00 0
0412187122 O 11/01/30
0
3908005 E22/G01 F 377,000.00 ZZ
360 377,000.00 1
5505 GLENEAGLES DRIVE 8.375 2,865.47 56
8.125 2,865.47 675,610.00
PLANO TX 75093 1 10/17/00 00
0412201378 03 12/01/00 0
0412201378 O 11/01/30
0
3908129 163/163 F 400,000.00 ZZ
360 399,322.26 1
19 WILDWOOD ROAD 8.875 3,182.58 59
8.625 3,182.58 680,000.00
LARCHMONT NY 10538 1 07/13/00 00
1000209717 05 09/01/00 0
1000209717 O 08/01/30
0
3908215 163/163 F 364,000.00 ZZ
360 363,568.66 1
5010 KLINGLE STREET N W 8.625 2,831.15 80
8.375 2,831.15 455,000.00
WASHINGTON DC 20016 1 08/31/00 00
5043123 05 10/01/00 0
5043123 O 09/01/30
0
3908231 163/163 F 292,000.00 ZZ
360 291,808.99 1
5584 RAINFLOWER DRIVE 8.125 2,168.09 79
7.875 2,168.09 370,000.00
LIVERMORE CA 94550 2 09/15/00 00
71758196 05 11/01/00 0
71758196 O 10/01/30
0
3908334 163/163 F 270,000.00 ZZ
360 269,836.43 1
5635 BERKSHIRE CT 8.500 2,076.07 90
8.250 2,076.07 300,000.00
NEW BERLIN WI 53151 1 09/25/00 11
401459339 05 11/01/00 25
401459339 O 10/01/30
0
1
3908384 163/163 F 320,000.00 T
360 319,801.10 1
2 KENYON LANE 8.375 2,432.23 80
8.125 2,432.23 400,000.00
CAPE ELIZABETH ME 04107 1 09/14/00 00
3287569361 05 11/01/00 0
3287569361 O 10/01/30
0
3908517 163/163 F 364,000.00 ZZ
360 363,749.50 1
1796 RUUS LANE 7.875 2,639.25 80
7.625 2,639.25 455,000.00
HAYWARD CA 94544 1 09/25/00 00
717578602 05 11/01/00 0
717578602 O 10/01/30
0
3908623 163/163 F 293,400.00 ZZ
360 293,217.64 1
6 IVY COURT 8.375 2,230.05 90
8.125 2,230.05 326,000.00
BOLINGBROOK IL 60490 1 09/29/00 04
3917590219 05 11/01/00 25
3917590219 O 10/01/30
0
3909171 964/G01 F 975,000.00 ZZ
360 975,000.00 2
201-203 EAST BELLEVUE AVENUE 8.250 7,324.85 65
8.000 7,324.85 1,500,000.00
SAN MATEO CA 94401 1 10/09/00 00
0432388965 05 12/01/00 0
89759 O 11/01/30
0
3909607 B60/G01 F 525,000.00 ZZ
360 525,000.00 1
16628 CALLE JERMAINE 7.875 3,806.61 52
7.625 3,806.61 1,025,000.00
LOS ANGELES CA 90272 1 10/12/00 00
0432365450 03 12/01/00 0
300649 O 11/01/30
0
3909996 163/163 F 270,000.00 ZZ
360 269,500.01 1
1
192 CARROLLWOOD DRIVE 8.500 2,076.07 90
8.250 2,076.07 300,000.00
TARRYTOWN NY 10591 1 08/31/00 11
1000232921 01 10/01/00 25
1000232921 O 09/01/30
0
3910022 163/163 F 280,000.00 ZZ
360 279,830.37 1
1006 LONGMEADOW LANE 8.500 2,152.96 77
8.250 2,152.96 364,500.00
WESTERN SPRINGS IL 60558 1 09/29/00 00
3917526064 05 11/01/00 0
3917526064 O 10/01/30
0
3910037 163/163 F 292,500.00 ZZ
360 292,153.36 1
50 ROSSWOOD DRIVE 8.625 2,275.04 90
8.375 2,275.04 325,000.00
SUFFIELD CT 06078 1 08/11/00 04
1000167903 05 10/01/00 25
1000167903 O 09/01/30
0
3910092 163/163 F 357,200.00 ZZ
360 356,966.34 1
21 BRANDYWINE WAY 8.125 2,652.20 80
7.875 2,652.20 446,500.00
MIDDLETON NJ 07748 1 09/18/00 00
1000241240 05 11/01/00 0
1000241240 O 10/01/30
0
3910116 163/163 F 308,000.00 T
360 307,813.41 1
135 BARTLETT POINT ROAD 8.500 2,368.26 80
8.250 2,368.26 385,000.00
CLAYTON NY 13624 1 09/22/00 00
1000235068 05 11/01/00 0
1000235068 O 10/01/30
0
3910195 F34/G01 F 328,000.00 ZZ
360 328,000.00 1
10725 GREENE DRIVE 8.375 2,493.04 80
8.125 2,493.04 410,000.00
LORTON VA 22079 1 10/27/00 00
0432389955 03 12/01/00 0
1
13009019 O 11/01/30
0
3910520 163/163 F 329,600.00 ZZ
360 329,410.37 1
34R SPOFFORD STREET 8.750 2,592.96 80
8.500 2,592.96 413,000.00
NEWBURYPORT MA 01950 2 09/15/00 00
3217590292 05 11/01/00 0
3217590292 O 10/01/30
0
3911318 E33/G01 F 285,000.00 ZZ
360 285,000.00 1
130 EAST CENTER AVENUE 8.250 2,141.11 75
8.000 2,141.11 380,000.00
LAKE BLUFF IL 60044 2 10/06/00 00
0432362689 05 12/01/00 0
BROTEN O 11/01/30
0
3911382 163/163 F 304,350.00 ZZ
360 304,160.83 1
12900 DESERT MOON PLACE 8.375 2,313.28 80
8.125 2,313.28 380,498.00
NE ALBUQUERQUE NM 87111 1 09/20/00 00
1817534035 05 11/01/00 0
1817534035 O 10/01/30
0
3911513 163/163 F 290,400.00 ZZ
360 289,010.03 1
8217 212TH STREET 8.125 2,156.22 81
7.875 2,156.22 361,500.00
HOLLIE NY 11427 1 09/22/00 96
1000219226 05 11/01/00 0
1000219226 O 10/01/30
0
3911641 E23/G01 F 60,000.00 ZZ
360 60,000.00 1
23117 VILLAGE 23 8.625 466.67 35
8.375 466.67 175,000.00
CAMARILLO CA 93012 1 10/26/00 00
0432396190 03 12/01/00 0
51000089 O 11/01/30
0
1
3911643 163/163 F 368,000.00 ZZ
360 367,753.07 1
906 GREENWAY AVENUE 8.000 2,700.26 80
7.750 2,700.26 460,000.00
YARDLEY PA 19067 1 09/29/00 00
1000215070 05 11/01/00 0
1000215070 O 10/01/30
0
3911804 163/163 F 303,200.00 ZZ
360 303,006.66 1
255 DOGWOOD WALK LANE 8.250 2,277.84 80
8.000 2,277.84 379,000.00
NORCROSS GA 30071 2 09/28/00 00
7717538523 05 11/01/00 0
7717538523 O 10/01/30
0
3911850 U62/G01 F 364,000.00 ZZ
360 364,000.00 1
1710 WHITE OAK LANE 8.000 2,670.90 67
7.750 2,670.90 545,000.00
UNION CITY CA 94587 5 10/04/00 00
0432362150 05 12/01/00 0
2001218046 O 11/01/30
0
3911869 T35/G01 F 405,600.00 ZZ
360 405,600.00 1
386 RANDOM ROAD 8.000 2,976.15 80
7.750 2,976.15 507,000.00
FAIRFIELD CT 06432 1 10/20/00 00
0400311122 05 12/01/00 0
0400311122 O 11/01/30
0
3911960 163/163 F 310,500.00 ZZ
360 310,500.00 1
22 TUXEDO PLACE 8.375 2,360.03 90
8.125 2,360.03 345,000.00
CRANFORD NJ 07016 1 10/02/00 11
1000150263 05 12/01/00 25
1000150263 O 11/01/30
0
3912192 163/163 F 297,000.00 ZZ
360 296,810.62 1
460 TRENIER DRIVE 8.250 2,231.26 90
8.000 2,231.26 332,000.00
1
HENDERSON NV 89015 1 09/28/00 11
1817584501 05 11/01/00 25
1817584501 O 10/01/30
0
3912219 025/G01 F 308,000.00 ZZ
360 307,406.71 1
17399 GRANDEE PLACE 8.250 2,313.91 80
8.000 2,313.91 385,000.00
SAN DIEGO CA 92128 1 07/10/00 00
0432363448 03 09/01/00 0
0138001003 O 08/01/30
0
3912319 025/G01 F 388,000.00 ZZ
360 387,515.97 1
4 CRESTVIEW 8.375 2,949.09 80
8.125 2,949.09 485,000.00
ALISO VIEJO ARE CA 92656 1 08/23/00 00
0432365633 03 10/01/00 0
0138199443 O 09/01/30
0
3912347 163/163 F 259,600.00 ZZ
360 259,425.82 1
31963 VIA SERON 8.000 1,904.85 80
7.750 1,904.85 324,500.00
TEMECULA CA 92592 1 09/15/00 00
617586993 03 11/01/00 0
617586993 O 10/01/30
0
3912384 025/G01 F 312,000.00 T
360 310,205.11 1
LK RD KK-35-KK 8.375 2,371.43 80
8.125 2,371.43 390,000.00
OSAGE BEACH MO 65065 2 01/18/00 00
0432363356 05 03/01/00 0
137579710 O 02/01/30
0
3912429 025/G01 F 434,000.00 ZZ
360 432,963.96 1
85 HILLCREST DRIVE 8.625 3,375.61 80
8.375 3,375.61 542,500.00
ROSWELL GA 30075 1 06/27/00 00
0432363422 05 08/01/00 0
0137846705 O 07/01/30
0
1
3912456 163/163 F 270,000.00 ZZ
360 269,818.84 1
3234 SOARING EAGLE LANE 8.000 1,981.16 73
7.750 1,981.16 370,000.00
CASTLE ROCK CO 80104 1 09/19/00 00
1817578016 05 11/01/00 0
1817578016 O 10/01/30
0
3912697 163/163 F 335,000.00 ZZ
360 334,797.06 1
4256 HENSLEY CIRCLE 8.500 2,575.86 80
8.250 2,575.86 419,000.00
EL DORADO HILLS CA 95762 1 09/06/00 00
717545825 05 11/01/00 0
717545825 O 10/01/30
0
3912740 E23/G01 F 624,000.00 ZZ
360 624,000.00 1
110 MORRISON CANYON ROAD 8.250 4,687.90 80
8.000 4,687.90 780,000.00
FREMONT CA 94536 1 10/25/00 00
0432396158 05 12/01/00 0
10513112 O 11/01/30
0
3912829 163/163 F 288,000.00 ZZ
360 287,816.35 1
3385 MARINA COVE CIRCLE 8.250 2,163.65 73
8.000 2,163.65 398,000.00
ELK GROVE CA 95758 2 09/21/00 00
717594666 05 11/01/00 0
717594666 O 10/01/30
0
3912864 696/G01 F 756,000.00 ZZ
360 756,000.00 1
4853 FOXHALL CRESCENT, NW 8.375 5,746.15 70
8.125 5,746.15 1,080,000.00
WASHINGTON DC 20007 1 10/18/00 00
0432359792 03 12/01/00 0
24600245 O 11/01/30
0
3912866 696/G01 F 474,000.00 ZZ
360 474,000.00 1
1
20499 PARTRIDGE PLACE 8.250 3,561.00 80
8.000 3,561.00 592,500.00
LEESBURG VA 20175 1 10/20/00 00
0432359313 05 12/01/00 0
24000133 O 11/01/30
0
3912867 696/G01 F 316,000.00 ZZ
360 316,000.00 1
5529 18TH STREET NORTH 8.500 2,429.77 80
8.250 2,429.77 395,000.00
ARLINGTON VA 22205 1 10/20/00 00
0432359842 05 12/01/00 0
22600135 O 11/01/30
0
3912943 163/163 F 263,000.00 ZZ
360 262,848.69 1
7 THORNDALE COURT 8.750 2,069.02 90
8.500 2,069.02 293,000.00
SOUTH ELGIN IL 60177 2 09/22/00 11
3917572480 05 11/01/00 25
3917572480 O 10/01/30
0
3913025 025/G01 F 376,000.00 ZZ
360 375,554.42 1
21290 W LONG GROVE ROAD 8.625 2,924.49 80
8.375 2,924.49 470,000.00
KILDEER IL 60047 1 08/18/00 00
0432363471 05 10/01/00 0
0138308218 O 09/01/30
0
3913090 025/G01 F 368,500.00 ZZ
360 367,842.59 1
13746 PASEO BONITA 8.625 2,866.16 53
8.375 2,866.16 700,000.00
POWAY CA 92064 5 07/16/00 00
0432363406 05 09/01/00 0
0138191366 O 08/01/30
0
3913158 025/G01 F 291,120.00 ZZ
360 289,793.40 1
11446 W COAL MINE DRIVE 8.250 2,187.09 80
8.000 2,187.09 363,900.00
LITTLETON CO 80127 1 03/31/00 00
0432363398 03 05/01/00 0
1
0137690376 O 04/01/30
0
3913725 025/G01 F 485,000.00 ZZ
360 484,410.30 1
574 RC COOK ROAD 8.500 3,729.23 44
8.250 3,729.23 1,124,500.00
BLOWING ROCK NC 28605 5 08/01/00 00
0432363455 05 10/01/00 0
0138144837 O 09/01/30
0
3914039 025/G01 F 300,000.00 ZZ
360 299,274.66 1
42 GROVE FARM ROAD 8.625 2,333.37 60
8.375 2,333.37 506,015.00
UNION TWP NJ 08867 1 08/16/00 00
0432363372 05 10/01/00 0
0138072830 O 09/01/30
0
3914086 025/G01 F 312,000.00 ZZ
360 311,457.53 1
6611 DEARBORN DRIVE 8.750 2,454.51 80
8.500 2,454.51 390,000.00
FALLS CHURCH VA 22044 1 07/28/00 00
0432363893 05 09/01/00 0
0130082290 O 08/01/30
0
3914169 025/G01 F 338,000.00 T
360 337,599.46 1
7390 NORTH ARROWHEAD LANE 8.625 2,628.93 80
8.375 2,628.93 422,500.00
ELKHORN WI 53121 1 08/07/00 00
0432365625 05 10/01/00 0
0138260575 O 09/01/30
0
3914200 025/G01 F 319,200.00 ZZ
360 318,804.31 1
3273 ROGERS AVENUE 8.625 2,482.71 80
8.375 2,482.71 399,000.00
WALNUT CREEK CA 94596 1 08/23/00 00
0432363281 05 10/01/00 0
0138199211 O 09/01/30
0
1
3914240 025/G01 F 305,600.00 ZZ
360 305,011.33 1
2880 KYLE CIRCLE 8.250 2,295.88 80
8.000 2,295.88 382,000.00
LOVELAND CO 80537 1 07/26/00 00
0432363240 03 09/01/00 0
0137919775 O 08/01/30
0
3914279 025/G01 F 360,000.00 ZZ
360 359,605.23 1
950 JAMESTOWN CRESCENT 9.000 2,896.65 80
8.750 2,896.65 450,000.00
NORFOLK VA 23508 2 08/11/00 00
0432363497 05 10/01/00 0
0130056716 O 09/01/30
0
3915048 E22/G01 F 504,000.00 ZZ
360 504,000.00 1
955 ENCANTO DRIVE 8.125 3,742.19 80
7.875 3,742.19 630,000.00
ARCADIA CA 91007 1 10/10/00 00
0412134652 05 12/01/00 0
0412134652 O 11/01/30
0
3915052 E22/G01 F 200,000.00 ZZ
360 200,000.00 1
5515 MACDONALD AVENUE 8.500 1,537.83 49
8.250 1,537.83 410,000.00
EL CERRITO CA 94530 5 10/12/00 00
0412148629 05 12/01/00 0
0412148629 O 11/01/30
0
3915055 E22/G01 F 550,000.00 ZZ
360 549,649.28 1
55 WEST 620 SOUTH 8.250 4,131.97 67
8.000 4,131.97 825,000.00
OREM UT 84058 1 09/29/00 00
0412150823 05 11/01/00 0
0412150823 O 10/01/30
0
3915076 E22/G01 F 497,000.00 T
360 497,000.00 1
12898 PEARSON ROAD 8.500 3,821.50 75
8.250 3,821.50 670,000.00
1
GRASS VALLEY CA 95945 1 10/06/00 00
0412177065 05 12/01/00 0
0412177065 O 11/01/30
0
3915087 E22/G01 F 332,000.00 ZZ
360 332,000.00 1
2360 GLEN IRIS 8.500 2,552.79 75
8.250 2,552.79 443,000.00
COMMERCE TOWNSH MI 48382 5 10/18/00 00
0412186272 05 12/01/00 0
0412186272 O 11/01/30
0
3915109 E22/G01 F 232,000.00 ZZ
360 232,000.00 1
915 CENTERBROOK DRIVE 8.625 1,804.47 80
8.375 1,804.47 290,000.00
BRANDON FL 33511 1 10/23/00 00
0412196339 05 12/01/00 0
0412196339 O 11/01/30
0
3915111 E22/G01 F 416,000.00 ZZ
360 416,000.00 1
202 WHITE DRIVE 8.125 3,088.79 80
7.875 3,088.79 520,000.00
COLLEYVILLE TX 76034 1 10/20/00 00
0412202350 05 12/01/00 0
0412202350 O 11/01/30
0
3915166 M32/M32 F 742,500.00 ZZ
360 742,038.49 1
8108 FREDERICK PLACE 8.375 5,643.54 100
8.125 5,643.54 742,500.00
EDMONDS WA 98026 1 09/29/00 00
685017176 05 11/01/00 0
685017176 O 10/01/30
0
3915262 M32/M32 F 435,000.00 ZZ
360 434,715.44 1
4306 NEWCASTLE COURT 8.125 3,229.87 80
7.875 3,229.87 543,750.00
BRYAN TX 77802 1 09/29/00 00
685016306 05 11/01/00 0
685016306 O 10/01/30
0
1
3915281 M32/M32 F 270,000.00 ZZ
360 270,000.00 1
4738 NORTH KENTON STREET 8.125 2,004.75 90
7.875 2,004.75 300,000.00
CHICAGO IL 60630 1 10/06/00 00
685025289 05 12/01/00 0
685025289 O 11/01/30
0
3915361 M32/M32 F 385,000.00 T
360 384,760.70 1
RR2 BOX 177D 8.375 2,926.28 100
8.125 2,926.28 385,000.00
HEYWORTH IL 61745 1 09/21/00 00
685015775 05 11/01/00 0
685015775 O 10/01/30
0
3915391 M32/M32 F 612,000.00 T
360 611,599.66 1
664 KAULANA PLACE 8.125 4,544.09 80
7.875 4,544.09 765,000.00
HONOLULU HI 96821 1 09/22/00 00
685021527 05 11/01/00 0
685021527 O 10/01/30
0
3915419 M32/M32 F 650,000.00 ZZ
360 649,574.80 1
1 SHOREVIEW 8.125 4,826.24 25
7.875 4,826.24 2,600,000.00
NEWPORT COAST CA 92657 1 09/20/00 00
685011759 05 11/01/00 0
685011759 O 10/01/30
0
3915439 M32/M32 F 308,132.00 ZZ
360 307,930.43 1
5 SILVER MAPLE 8.125 2,287.88 100
7.875 2,287.88 308,132.00
IRVINE CA 92618 1 09/25/00 00
685012470 01 11/01/00 0
685012470 O 10/01/30
0
3915475 M32/M32 F 577,000.00 ZZ
360 577,000.00 1
1
11297 SENDA LUNA LLENA 8.125 4,284.21 100
7.875 4,284.21 577,000.00
SAN DIEGO CA 92130 1 10/05/00 00
685026734 09 12/01/00 0
685026734 O 11/01/30
0
3915542 025/G01 F 341,000.00 ZZ
360 340,437.02 1
100 LAKESIDE TRAIL 9.000 2,743.76 80
8.750 2,743.76 430,000.00
FAYETTEVILLE GA 30214 2 07/10/00 00
0432363208 05 09/01/00 0
0138043955 O 08/01/30
0
3915544 M32/M32 F 373,500.00 ZZ
360 373,255.68 1
31000 JASPER COURT 8.125 2,773.23 100
7.875 2,773.23 373,500.00
GEORGETOWN TX 78628 1 09/29/00 00
680024433 05 11/01/00 0
680024433 O 10/01/30
0
3915583 U59/G01 F 110,000.00 ZZ
360 110,000.00 1
1527 E HELMICK STREET 8.750 865.38 48
8.500 865.38 232,500.00
CARSON CA 90746 5 10/26/00 00
0432393882 05 12/01/00 0
800661075 O 11/01/30
0
3915635 M32/M32 F 427,500.00 ZZ
360 427,227.39 1
2017 NORTH CLEVELAND UNIT #2 8.250 3,211.67 100
8.000 3,211.67 427,500.00
CHICAGO IL 60657 1 09/29/00 00
685019500 01 11/01/00 0
685019500 O 10/01/30
0
3915674 M32/M32 F 380,000.00 ZZ
360 379,751.43 1
6481 PORTRERO DR 8.125 2,821.49 100
7.875 2,821.49 380,000.00
NEWARK CA 94560 1 09/22/00 00
685018765 03 11/01/00 0
1
685018765 O 10/01/30
0
3917437 025/G01 F 276,000.00 ZZ
360 275,286.48 1
43236 NEWPORT DRIVE 8.500 2,122.21 80
8.250 2,122.21 345,000.00
FREMONT CA 94538 1 07/01/00 00
0432363331 05 09/01/00 0
0137806857 O 08/01/30
0
3918351 696/G01 F 384,000.00 ZZ
360 384,000.00 1
2414 NORTH POWHATAN STREET 8.375 2,918.68 80
8.125 2,918.68 480,000.00
ARLINGTON VA 22207 1 10/20/00 00
0432361376 05 12/01/00 0
22600127 O 11/01/30
0
3918352 696/G01 F 188,000.00 ZZ
360 188,000.00 1
3104 BARNARD COURT 8.500 1,445.56 80
8.250 1,445.56 235,000.00
FAIRFAX VA 22031 1 10/20/00 00
0432361855 03 12/01/00 0
23300148 O 11/01/30
0
3918354 696/G01 F 360,000.00 ZZ
360 360,000.00 1
2810 HOLLAND COURT 8.000 2,641.55 80
7.750 2,641.55 450,000.00
ALEXANDRIA VA 22306 1 10/20/00 00
0432360881 03 12/01/00 0
21700186 O 11/01/30
0
3918355 696/G01 F 410,000.00 ZZ
360 410,000.00 1
18889 LONGHOUSE PLACE 8.250 3,080.19 77
8.000 3,080.19 535,000.00
LEESBURG VA 20176 2 10/13/00 00
0432364495 03 12/01/00 0
10100073 O 11/01/30
0
1
3918398 G81/G01 F 88,500.00 ZZ
360 88,500.00 1
13249 NW 10 TERRACE 8.000 649.39 56
7.750 649.39 160,000.00
MIAMI FL 33182 1 11/02/00 00
0432398410 05 12/01/00 0
200010066 O 11/01/30
0
3918544 069/G01 F 460,000.00 ZZ
360 459,714.08 1
28743 CEDARBLUFF DRIVE 8.375 3,496.34 80
8.125 3,496.34 575,000.00
RANCHO PALOS VE CA 90275 1 09/25/00 00
0432372373 05 11/01/00 0
35188080288 O 10/01/30
0
3919478 H22/G01 F 73,500.00 ZZ
360 73,500.00 1
25-40 SHORE BOULEVARD UNIT 9Q 8.750 578.22 75
8.500 578.22 98,000.00
ASTORIA NY 11102 1 10/26/00 00
0432394047 06 12/01/00 0
0008026 O 11/01/30
0
3920597 P06/G01 F 275,920.00 ZZ
360 275,920.00 1
26 EGRET LANE 8.000 2,024.60 80
7.750 2,024.60 344,900.00
ALISO VIEJO ARE CA 92656 1 10/06/00 00
0432372076 03 12/01/00 0
0001286 O 11/01/30
0
3920722 070/070 F 258,900.00 ZZ
360 256,549.05 1
4768 SANDALWOOD WAY 8.000 1,899.72 80
7.750 1,899.72 323,685.00
OCEANSIDE CA 92057 1 09/20/99 00
9871108 03 11/01/99 0
9871108 O 10/01/29
0
3920890 070/070 F 275,000.00 ZZ
360 274,815.48 1
2065 REXFORD WAY 8.000 2,017.85 69
7.750 2,017.85 400,000.00
1
SAN JOSE CA 95128 1 08/05/00 00
1419979 05 11/01/00 0
1419979 O 10/01/30
0
3920920 637/G01 F 315,000.00 ZZ
360 314,804.21 1
1116 KING STREET 8.375 2,394.23 49
8.125 2,394.23 645,000.00
SANTA CRUZ CA 95060 1 09/28/00 00
0432365914 05 11/01/00 0
0015449119 O 10/01/30
0
3921375 E22/G01 F 611,500.00 ZZ
360 611,500.00 1
21049 HUNTER RIDGE 8.375 4,647.84 68
8.125 4,647.84 900,000.00
NORTHVILLE MI 48167 2 10/19/00 00
0412153348 05 12/01/00 0
0412153348 O 11/01/30
0
3921379 E22/G01 F 280,000.00 ZZ
360 280,000.00 1
1603 TAOS COURT 8.250 2,103.55 76
8.000 2,103.55 370,000.00
RENO NV 89511 2 10/18/00 00
0412163701 05 12/01/00 0
0412163701 O 11/01/30
0
3921405 E22/G01 F 544,000.00 ZZ
360 544,000.00 1
230 FOREST GLEN ROAD 8.250 4,086.89 80
8.000 4,086.89 680,000.00
OLYMPIC VALLEY CA 96146 1 10/19/00 00
0412198301 05 12/01/00 0
0412198301 O 11/01/30
0
3923284 550/550 F 555,000.00 ZZ
360 555,000.00 1
180 WEST TRINITY ROAD 8.200 4,150.04 80
7.950 4,150.04 700,000.00
GLEN ELLEN CA 95442 1 10/02/00 00
120506337 05 12/01/00 0
120506337 O 11/01/30
0
1
3923368 964/G01 F 300,000.00 ZZ
360 300,000.00 1
4020 MIDVALE AVENUE 8.375 2,280.22 80
8.125 2,280.22 375,000.00
OAKLAND CA 94602 1 10/10/00 00
0432366425 05 12/01/00 0
85830 O 11/01/30
0
3923487 964/G01 F 307,000.00 ZZ
360 307,000.00 1
25 BRIDGEGATE DRIVE 7.875 2,225.96 26
7.625 2,225.96 1,200,000.00
SAN RAFAEL CA 94903 1 10/12/00 00
0432394229 05 12/01/00 0
89816 O 11/01/30
0
3923534 964/G01 F 314,000.00 ZZ
360 314,000.00 1
34711 OSAGA RIVER PLACE 8.125 2,331.44 80
7.875 2,331.44 392,500.00
FREMONT CA 94555 1 10/16/00 00
0432366417 05 12/01/00 0
89071 O 11/01/30
0
3923648 696/G01 F 500,000.00 ZZ
360 500,000.00 1
17791 STONELEIGH DRIVE 8.250 3,756.33 61
8.000 3,756.33 830,000.00
ROUND HILL VA 20141 1 10/24/00 00
0432364511 05 12/01/00 0
50100085 O 11/01/30
0
3923649 696/G01 F 295,000.00 ZZ
360 295,000.00 1
20659 FURR ROAD 8.250 2,216.24 60
8.000 2,216.24 495,000.00
ROUND HILL VA 20141 1 10/24/00 00
0432364503 05 12/01/00 0
50100102 O 11/01/30
0
3925913 E22/G01 F 344,000.00 ZZ
360 344,000.00 1
1
10714 COTTER STREET 8.250 2,584.36 80
8.000 2,584.36 430,000.00
OAKLAND CA 94605 1 10/20/00 00
0412193948 05 12/01/00 0
0412193948 O 11/01/30
0
3926127 964/G01 F 320,000.00 ZZ
360 320,000.00 1
35 FEATHER RIDGE 8.250 2,404.05 72
8.000 2,404.05 445,000.00
MISSION VIEJO CA 92692 1 10/11/00 00
0432365377 03 12/01/00 0
88816 O 11/01/30
0
3926461 964/G01 F 312,000.00 ZZ
360 312,000.00 1
955 HAMILTON STREET 8.250 2,343.95 80
8.000 2,343.95 390,000.00
SAN FRANCISCO CA 94112 1 10/06/00 00
0432365427 05 12/01/00 0
89529 O 11/01/30
0
3926548 070/070 F 400,000.00 ZZ
360 399,738.34 1
1547 UNION ROAD 8.125 2,969.99 66
7.875 2,969.99 610,000.00
HOLLISTER CA 95023 2 09/01/00 00
1541736 05 11/01/00 0
1541736 O 10/01/30
0
3926763 E82/G01 F 410,700.00 ZZ
360 410,700.00 1
11267 EAST BECK LANE 7.750 2,942.31 80
7.500 2,942.31 513,442.00
SCOTTSDALE AZ 85258 1 10/24/00 00
0400258430 03 12/01/00 0
0400258430 O 11/01/30
0
3926775 E82/G01 F 210,000.00 ZZ
360 210,000.00 1
57 MINERVA DRIVE 8.375 1,596.15 68
8.125 1,596.15 310,000.00
YONKERS NY 10710 1 10/18/00 00
0400320396 05 12/01/00 0
1
0400320396 O 11/01/30
0
3926855 964/G01 F 412,000.00 ZZ
360 412,000.00 1
1955 12TH AVENUE 8.125 3,059.09 64
7.875 3,059.09 647,000.00
SAN FRANCISCO CA 94116 1 10/18/00 00
0432372167 07 12/01/00 0
90937 O 11/01/30
0
3926915 964/G01 F 306,400.00 ZZ
360 306,400.00 1
1410 GREYSTONE LANE 8.125 2,275.01 80
7.875 2,275.01 383,000.00
CLAYTON CA 94517 1 10/13/00 00
0432372027 03 12/01/00 0
89541 O 11/01/30
0
3926938 964/G01 F 380,000.00 ZZ
360 380,000.00 1
1407 SUNSET DRIVE 8.250 2,854.81 80
8.000 2,854.81 475,000.00
PETALUMA CA 94952 1 10/11/00 00
0432374460 05 12/01/00 0
89937 O 11/01/30
0
3926972 956/G01 F 366,000.00 ZZ
360 365,766.61 1
596 SUGARFOOT STREET 8.250 2,749.64 80
8.000 2,749.64 463,000.00
CASTLE ROCK CO 80104 2 09/29/00 00
0432373132 03 11/01/00 0
2410090085 O 10/01/30
0
3927048 964/G01 F 556,800.00 ZZ
360 556,800.00 1
333 OAKVIEW DRIVE 8.375 4,232.08 80
8.125 4,232.08 696,000.00
SAN CARLOS CA 94070 1 10/17/00 00
0432385870 05 12/01/00 0
90650 O 11/01/30
0
1
3927076 956/G01 F 300,000.00 ZZ
360 299,808.70 1
357 ANN COURT 8.250 2,253.80 79
8.000 2,253.80 380,000.00
LIVERMORE CA 94550 1 09/20/00 00
0432386878 05 11/01/00 0
210080163 O 10/01/30
0
3927582 926/926 F 298,800.00 ZZ
348 298,601.48 1
LOT 10 MILLWRIGHT DRIVE 8.500 2,315.02 68
8.250 2,315.02 440,000.00
HILTON HEAD SC 29926 2 10/01/00 00
162001238 05 11/01/00 0
162001238 O 10/01/29
0
3927831 624/G01 F 296,000.00 ZZ
360 296,000.00 1
943 EAST NEWTON LANE 8.375 2,249.81 80
8.125 2,249.81 370,000.00
PLACENTIA CA 92870 1 10/11/00 00
0432374932 03 12/01/00 0
35101200046 O 11/01/30
0
3927990 893/G01 F 275,000.00 ZZ
360 275,000.00 1
970 SKYLINE DRIVE 8.250 2,065.98 75
8.000 2,065.98 371,000.00
DALY CITY CA 94015 1 10/17/00 00
0432394237 05 12/01/00 0
01010011 O 11/01/30
0
3928397 253/253 F 480,000.00 ZZ
360 480,000.00 1
2732 BLUME DRIVE 8.375 3,648.35 80
8.125 3,648.35 600,000.00
LOS ALAMITOS CA 90720 4 10/04/00 00
947951 05 12/01/00 0
947951 O 11/01/30
0
3928400 633/G01 F 297,000.00 ZZ
360 296,810.61 1
4581 PATRICIA CIRCLE 8.250 2,231.27 90
8.000 2,231.27 330,000.00
1
LA PALMA CA 90623 1 09/22/00 12
0432372688 05 11/01/00 25
472864297 O 10/01/30
0
3928749 227/G01 F 312,000.00 ZZ
360 312,000.00 1
112 CLARK RD 8.375 2,371.43 80
8.125 2,371.43 390,000.00
LOWELL MA 01852 1 10/23/00 00
0432375632 05 12/01/00 0
1893191 O 11/01/30
0
3929320 624/G01 F 305,000.00 ZZ
360 305,000.00 1
2071 IRONWOOD AVENUE 8.250 2,291.36 59
8.000 2,291.36 525,000.00
MORRO BAY CA 93442 2 10/27/00 00
0432397313 05 12/01/00 0
72014600766F O 11/01/30
0
3930496 E22/G01 F 380,000.00 ZZ
360 380,000.00 1
29430 INDIAN VALLEY ROAD 7.875 2,755.26 80
7.625 2,755.26 475,000.00
ROLLING HILLS E CA 90275 1 10/20/00 00
0412179798 05 12/01/00 0
0412179798 O 11/01/30
0
3930502 E22/G01 F 380,000.00 ZZ
360 380,000.00 1
1430 CHAPARRAL DRIVE 8.375 2,888.27 80
8.125 2,888.27 475,000.00
CARSON CITY NV 89703 1 10/19/00 00
0412182263 05 12/01/00 0
0412182263 O 11/01/30
0
3930511 E22/G01 F 600,000.00 ZZ
360 600,000.00 1
76 EXETER AVENUE 8.000 4,402.59 80
7.750 4,402.59 750,000.00
SAN CARLOS CA 94070 1 10/17/00 00
0412193104 05 12/01/00 0
0412193104 O 11/01/30
0
1
3930521 E22/G01 F 304,000.00 ZZ
360 304,000.00 1
278 MONROE DRIVE 8.000 2,230.64 80
UNIT #13 7.750 2,230.64 380,000.00
MOUNTAIN VIEW CA 94040 1 10/23/00 00
0412202707 01 12/01/00 0
0412202707 O 11/01/30
0
3931066 637/G01 F 300,000.00 ZZ
360 300,000.00 1
20175 GREENVIEW DRIVE 8.375 2,280.22 55
8.125 2,280.22 550,000.00
WOODBRIDGE CA 95258 1 10/16/00 00
0432385672 05 12/01/00 0
0015449671 O 11/01/30
0
3931566 637/G01 F 283,000.00 ZZ
360 283,000.00 1
155 BROMPTON ROAD SOUTH 8.750 2,226.37 85
8.500 2,226.37 333,000.00
GARDEN CITY SOU NY 11530 1 10/06/00 11
0432374403 05 12/01/00 12
0018775791 O 11/01/30
0
3931790 893/G01 F 320,800.00 ZZ
360 320,800.00 1
76 MCLELLAN AVENUE 8.125 2,381.93 80
7.875 2,381.93 401,000.00
SAN MATEO CA 94403 1 10/11/00 00
0432385771 05 12/01/00 0
H00725021 O 11/01/30
0
3933337 964/G01 F 479,900.00 ZZ
360 479,301.34 1
644 BARCELONA DRIVE 8.375 3,647.59 80
8.125 3,647.59 599,999.00
SONOMA CA 95476 1 08/14/00 00
0432378230 05 10/01/00 0
82148 O 09/01/30
0
3934358 964/G01 F 310,000.00 ZZ
360 310,000.00 1
1
305 CHAPLIN LANE 8.375 2,356.22 79
8.125 2,356.22 395,000.00
SAN LUIS OBISPO CA 93401 2 10/30/00 00
0432397248 05 12/01/00 0
43090329 O 11/01/30
0
3934980 E22/G01 F 398,000.00 ZZ
360 398,000.00 1
2402 VISTA NOBLEZA 8.375 3,025.09 75
8.125 3,025.09 535,000.00
NEWPORT BEACH CA 92660 2 10/20/00 00
0412195042 09 12/01/00 0
0412195042 O 11/01/30
0
3935534 163/163 F 400,000.00 T
360 399,744.93 1
6557 CAMINITO CATALAN 8.250 3,005.07 79
8.000 3,005.07 512,000.00
SAN DIEGO CA 92037 1 09/21/00 00
1417589005 01 11/01/00 0
1417589005 O 10/01/30
0
3935681 163/163 F 272,000.00 ZZ
360 271,830.93 1
91 LONG MOUNTAIN RD 8.375 2,067.40 85
8.125 2,067.40 320,000.00
NEW MILFORD CT 06776 1 09/27/00 11
1000168043 05 11/01/00 12
1000168043 O 10/01/30
0
3935804 163/163 F 493,300.00 ZZ
360 492,993.38 1
7377 EAST DEL ACERO 8.375 3,749.44 80
8.125 3,749.44 618,681.00
SCOTTSDALE AZ 85258 1 09/25/00 00
1817594211 03 11/01/00 0
1817594211 O 10/01/30
0
3935943 163/163 F 382,500.00 ZZ
360 382,243.35 1
8604 110TH STREET 8.000 2,806.65 90
7.750 2,806.65 425,000.00
RICHMOND HILL NY 11418 1 09/27/00 11
1000221475 05 11/01/00 25
1
1000221475 O 10/01/30
0
3936580 163/163 F 310,000.00 ZZ
360 309,797.22 1
409 N PEACHTREE STREET 8.125 2,301.74 80
7.875 2,301.74 387,500.00
NORCROSS GA 30071 2 09/22/00 00
7717593007 05 11/01/00 0
7717593007 O 10/01/30
0
3936652 163/163 F 561,750.00 ZZ
360 561,750.00 1
453 NISSEQUOGUE RIVER RD 8.000 4,121.93 75
7.750 4,121.93 749,000.00
SAINT JAMES NY 11780 1 10/13/00 00
1000250245 05 12/01/00 0
1000250245 O 11/01/30
0
3936708 163/163 F 261,000.00 ZZ
360 260,682.66 1
54 JEAN DRIVE 8.500 2,006.86 90
8.250 2,006.86 290,000.00
CORTLANDT MANOR NY 10567 1 08/22/00 04
20050106 05 10/01/00 25
20050106 O 09/01/30
0
3936803 163/163 F 354,900.00 ZZ
360 354,900.00 1
33 HILLTOP DRIVE 8.250 2,666.25 74
8.000 2,666.25 479,900.00
YORKTOWN NY 10598 1 10/05/00 00
1000161709 05 12/01/00 0
1000161709 O 11/01/30
0
3937061 163/163 F 300,000.00 ZZ
360 299,808.70 1
6807 SINGLETREE COURT 8.250 2,253.80 75
8.000 2,253.80 405,000.00
PLEASANTON CA 94588 5 09/18/00 00
617574783 05 11/01/00 0
617574783 O 10/01/30
0
1
3937093 163/163 F 357,885.00 ZZ
360 357,656.78 1
2115 EMERALD DRIVE 8.250 2,688.68 81
8.000 2,688.68 442,000.00
JONESBORO GA 30236 1 09/27/00 12
4541 05 11/01/00 30
4541 O 10/01/30
0
3937704 163/163 F 650,000.00 ZZ
360 649,585.52 1
2668 BONAR HALL PATH 8.250 4,883.23 55
8.000 4,883.23 1,195,000.00
DULUTH GA 30097 1 09/29/00 00
401640203 03 11/01/00 0
401640203 O 10/01/30
0
3937719 163/163 F 650,000.00 ZZ
360 649,189.16 1
1161 GAVIN COURT 8.375 4,940.47 50
8.125 4,940.47 1,300,000.00
LAKE FOREST IL 60047 2 08/25/00 00
3917560378 05 10/01/00 0
3917560378 O 09/01/30
0
3937741 696/G01 F 490,100.00 ZZ
360 490,100.00 1
3493 SWEETBERRY COURT 8.250 3,681.96 80
8.000 3,681.96 612,655.00
OAKTON VA 22124 1 10/27/00 00
0432375681 03 12/01/00 0
21400038 O 11/01/30
0
3938161 163/163 F 300,000.00 T
360 299,808.70 1
4 QUAKER ROAD 8.250 2,253.80 37
8.000 2,253.80 820,000.00
NANTUCKET MA 02554 1 09/15/00 00
1000224784 05 11/01/00 0
1000224784 O 10/01/30
0
3939776 E22/G01 F 316,000.00 ZZ
360 316,000.00 1
2259 DELUCCHI DRIVE 8.375 2,401.83 80
8.125 2,401.83 395,000.00
1
PLEASANTON CA 94588 1 10/17/00 00
0412173940 03 12/01/00 0
0412173940 O 11/01/30
0
3939823 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
155 KOOTENAI DRIVE 8.250 2,253.80 27
8.000 2,253.80 1,150,000.00
FREMONT CA 94539 1 10/20/00 00
0412198467 05 12/01/00 0
0412198467 O 11/01/30
0
3939834 E22/G01 F 350,000.00 ZZ
360 350,000.00 1
34526 5TH PLACE SOUTHWEST 8.125 2,598.74 77
7.875 2,598.74 460,000.00
FEDERAL WAY WA 98023 1 10/23/00 00
0412202764 05 12/01/00 0
0412202764 O 11/01/30
0
3939842 E22/G01 F 649,950.00 ZZ
360 649,950.00 1
107 LACKLAND COURT 8.000 4,769.10 66
7.750 4,769.10 990,000.00
ALAMO CA 94507 1 10/25/00 00
0412206708 03 12/01/00 0
0412206708 O 11/01/30
0
3939874 163/163 F 319,200.00 ZZ
360 318,780.97 1
3713 CYPRESS MILL ROAD 8.125 2,370.06 80
7.875 2,370.06 399,000.00
CHESAPEAKE VA 23322 1 08/30/00 00
28557NR 05 10/01/00 0
28557NR O 09/01/30
0
3939922 163/163 F 382,500.00 ZZ
360 382,500.00 1
1912 GRAY EAGLE STREET 8.250 2,873.59 90
8.000 2,873.59 425,000.00
HENDERSON NV 89014 1 10/02/00 04
1817597552 03 12/01/00 25
1817597552 O 11/01/30
0
1
3939949 163/163 F 280,000.00 ZZ
360 279,802.37 1
105 ELBOW LANE 7.750 2,005.96 80
7.500 2,005.96 350,000.00
FORT WASHINGTON PA 19034 1 09/25/00 00
1000241244 05 11/01/00 0
1000241244 O 10/01/30
0
3939984 163/163 F 294,800.00 ZZ
360 294,607.16 1
AMERSON ROAD CEDAR POINT 8.125 2,188.88 57
7.875 2,188.88 520,000.00
MERIDIAN GA 31319 2 09/29/00 00
260746570 05 11/01/00 0
260746570 O 10/01/30
0
3940246 163/163 F 262,800.00 ZZ
360 262,800.00 1
9 SPAULDING ROAD 8.375 1,997.47 90
8.125 1,997.47 292,000.00
SHIRLEY MA 01464 1 10/11/00 11
1000232183 05 12/01/00 25
1000232183 O 11/01/30
0
3940283 163/163 F 472,000.00 ZZ
360 471,683.30 1
1203 HUNT SEAT DRIVE 8.000 3,463.37 80
7.750 3,463.37 590,000.00
AMBLER PA 19002 1 09/29/00 00
1000241236 03 11/01/00 0
1000241236 O 10/01/30
0
3940326 163/163 F 307,000.00 ZZ
360 306,809.17 1
321 ARLINGTON ROAD 8.375 2,333.43 24
8.125 2,333.43 1,325,000.00
REDWOOD CITY CA 94062 5 09/21/00 00
1000248782 05 11/01/00 0
1000248782 O 10/01/30
0
3940337 253/253 F 650,000.00 ZZ
360 650,000.00 1
1
1029 NOVARA STREET 8.375 4,940.47 79
8.125 4,940.47 825,000.00
SAN DIEGO CA 92107 2 10/11/00 00
946406 05 12/01/00 0
946406 O 11/01/30
0
3940434 163/163 F 500,000.00 ZZ
360 499,664.51 1
636 FAIRWAY VIEW TERRACE 8.000 3,668.82 80
7.750 3,668.82 632,500.00
SOUTHLAKE TX 76092 1 09/29/00 00
80162982 03 11/01/00 0
80162982 O 10/01/30
0
3940458 526/526 F 191,920.00 ZZ
360 191,800.70 1
22625 NORTH 52ND PLACE 8.375 1,458.74 80
8.125 1,458.74 239,900.00
PHOENIX AZ 85054 1 09/15/00 00
0420636 07 11/01/00 0
0420636 O 10/01/30
0
3940487 526/526 F 967,500.00 ZZ
360 966,323.61 1
16391 REYNOLDS DRIVE 8.500 7,439.24 69
8.250 7,439.24 1,418,278.00
MORGAN HILL CA 95037 1 08/15/00 00
0329124 05 10/01/00 0
0329124 O 09/01/30
0
3940488 526/526 F 305,000.00 ZZ
360 304,805.52 1
11805 NW 40TH AVE 8.250 2,291.36 78
8.000 2,291.36 395,000.00
VANCOUVER WA 98685 2 09/25/00 00
0400817 05 11/01/00 0
0400817 O 10/01/30
0
3940489 526/526 F 396,000.00 ZZ
360 395,493.22 1
1851N HUDSON #A 8.250 2,975.02 80
8.000 2,975.02 495,000.00
CHICAGO IL 60614 1 08/31/00 00
0415642 01 10/01/00 0
1
0415642 O 09/01/30
0
3940490 526/526 F 330,000.00 ZZ
360 329,800.09 1
49 FOREST ROAD 8.500 2,537.41 73
8.250 2,537.41 453,000.00
ALLENDALE NJ 07401 1 09/07/00 00
0416093 05 11/01/00 0
0416093 O 10/01/30
0
3940491 526/526 F 300,000.00 ZZ
360 299,635.23 1
1818 RIDGE AVE 8.500 2,306.74 64
8.250 2,306.74 475,000.00
ARLINGTON H IL 60005 1 09/01/00 00
0416197 05 10/01/00 0
0416197 O 09/01/30
0
3940492 526/526 F 126,000.00 ZZ
360 125,842.82 1
5438 LEVENS CT 8.375 957.70 55
8.125 957.70 229,703.00
LAS VEGAS NV 89141 1 08/30/00 00
0416296 03 10/01/00 0
0416296 O 09/01/30
0
3940493 526/526 F 292,500.00 ZZ
360 292,044.35 1
395 LYNNFIELD ST 8.500 2,249.07 90
8.250 2,249.07 325,000.00
PEABODY MA 01960 1 09/07/00 11
0416874 05 10/01/00 25
0416874 O 09/01/30
0
3940494 526/526 F 500,000.00 ZZ
360 499,360.13 1
58057 SISKIN LN 8.250 3,756.33 65
8.000 3,756.33 775,000.00
SUNRIVER OR 97707 1 08/29/00 00
0416962 03 10/01/00 0
0416962 O 09/01/30
0
1
3940495 526/526 F 300,000.00 ZZ
360 299,813.53 1
1485 SYLVAN GLEN 8.375 2,280.22 74
8.125 2,280.22 410,000.00
OKEMOS MI 48864 1 09/15/00 00
0417833 05 11/01/00 0
0417833 O 10/01/30
0
3940496 526/526 F 350,000.00 ZZ
360 349,787.97 1
9406 N 83RD CT 8.500 2,691.20 80
8.250 2,691.20 440,000.00
SCOTTSDALE AZ 85258 1 09/01/00 00
0417932 03 11/01/00 0
0417932 O 10/01/30
0
3940497 526/526 F 490,000.00 ZZ
360 489,340.24 1
3814 DURNESS WAY 8.000 3,595.45 80
7.750 3,595.45 614,500.00
HOUSTON TX 77025 1 08/31/00 00
0417948 03 10/01/00 0
0417948 O 09/01/30
0
3940499 526/526 F 430,000.00 ZZ
360 429,725.80 1
1107 ROYAL ADELADE DRIVE 8.250 3,230.45 69
8.000 3,230.45 625,000.00
COLLEGE STATION TX 77845 2 09/07/00 00
0418050 03 11/01/00 0
0418050 O 10/01/30
0
3940500 526/526 F 862,500.00 T
360 861,963.91 1
13 DEER RIDGE TRAIL 8.375 6,555.62 75
8.125 6,555.62 1,150,000.00
WATERMILL NY 11976 1 09/22/00 00
0418318 05 11/01/00 0
0418318 O 10/01/30
0
3940501 526/526 F 494,000.00 ZZ
360 493,351.51 1
4015 UNDERWOOD BOULEVARD 8.125 3,667.94 80
7.875 3,667.94 618,748.00
1
HOUSTON TX 77025 1 08/24/00 00
0418513 05 10/01/00 0
0418513 O 09/01/30
0
3940502 526/526 F 313,100.00 ZZ
360 312,709.42 1
1708 BLAIR COURT 8.375 2,379.79 80
8.125 2,379.79 391,378.00
CARROLLTON TX 75010 1 08/31/00 00
0418547 03 10/01/00 0
0418547 O 09/01/30
0
3940504 526/526 F 343,200.00 ZZ
360 342,737.90 1
27 EAST TERRACE DR 8.000 2,518.28 40
7.750 2,518.28 860,000.00
HOUSTON TX 77007 2 08/30/00 00
0419187 03 10/01/00 0
0419187 O 09/01/30
0
3940505 526/526 F 483,750.00 ZZ
360 483,146.54 1
13 AZALEA TRAIL LANE 8.375 3,676.85 75
8.125 3,676.85 645,000.00
BELLAIRE TX 77401 1 08/25/00 00
0419243 03 10/01/00 0
0419243 O 09/01/30
0
3940506 526/526 F 258,000.00 ZZ
360 257,835.48 1
7851 SOUTH PALM DR 8.250 1,938.27 61
8.000 1,938.27 425,000.00
TEMPE AZ 85284 2 09/15/00 00
0419495 03 11/01/00 0
0419495 O 10/01/30
0
3940507 526/526 F 325,000.00 ZZ
360 324,792.76 1
5226 CHAMBLER COURT 8.250 2,441.62 62
8.000 2,441.62 525,000.00
HOUSTON TX 77069 1 09/08/00 00
0419520 03 11/01/00 0
0419520 O 10/01/30
0
1
3940508 526/526 F 430,000.00 ZZ
360 429,752.61 1
6195 RIVERWOOD DR 8.750 3,382.81 69
8.500 3,382.81 624,000.00
ATLANTA GA 30328 1 09/12/00 00
0419631 05 11/01/00 0
0419631 O 10/01/30
0
3940510 526/526 F 340,000.00 ZZ
360 339,799.26 1
3435 EAST ROCKY SLOP DR 8.625 2,644.49 80
8.375 2,644.49 425,000.00
PHOENIX AZ 85044 1 09/06/00 00
0419714 03 11/01/00 0
0419714 O 10/01/30
0
3940512 526/526 F 85,520.00 ZZ
360 85,465.47 1
926 CHIPPENDALE LN 8.250 642.48 80
8.000 642.48 106,900.00
NORCROSS GA 30093 1 09/11/00 00
0419883 07 11/01/00 0
0419883 O 10/01/30
0
3940513 526/526 F 328,000.00 ZZ
360 327,601.18 1
506 VENDOLA DR 8.500 2,522.04 80
8.250 2,522.04 410,000.00
SAN RAFAEL CA 94903 5 09/05/00 00
0419971 05 10/01/00 0
0419971 O 09/01/30
0
3940514 526/526 F 291,500.00 ZZ
360 291,318.82 1
301 SLEEPY HOLLOW LANE 8.375 2,215.61 80
8.125 2,215.61 365,000.00
ADDISON IL 60101 1 09/08/00 00
0420096 05 11/01/00 0
0420096 O 10/01/30
0
3940515 526/526 F 213,450.00 ZZ
360 213,320.69 1
1
12612 PINNACLE LOOP 8.500 1,641.25 70
8.250 1,641.25 305,000.00
TRUCKEE CA 96161 1 09/01/00 00
0420194 03 11/01/00 0
0420194 O 10/01/30
0
3940516 526/526 F 199,000.00 ZZ
360 198,876.31 1
13250 NORTH PIONEER WAY 8.375 1,512.54 71
8.125 1,512.54 284,081.00
TUCSON AZ 85737 1 09/14/00 00
0420274 03 11/01/00 0
0420274 O 10/01/30
0
3940517 526/526 F 999,950.00 ZZ
360 999,328.48 1
13356 SURREY LN 8.375 7,600.34 48
8.125 7,600.34 2,100,000.00
SARATOGA CA 95070 1 09/11/00 00
0420405 05 11/01/00 0
0420405 O 10/01/30
0
3940518 526/526 F 201,000.00 ZZ
360 200,878.23 1
993 GEORGE TOWNE 8.500 1,545.52 70
8.250 1,545.52 288,000.00
BARRINGTON IL 60010 1 09/11/00 00
0420481 05 11/01/00 0
0420481 O 10/01/30
0
3940519 526/526 F 338,800.00 ZZ
360 338,388.05 1
4554 TANBARK 8.500 2,605.08 80
8.250 2,605.08 423,500.00
BLOOMFIELD HILL MI 48302 1 09/01/00 00
0420508 05 10/01/00 0
0420508 O 09/01/30
0
3940520 526/526 F 318,510.00 ZZ
360 318,317.04 1
3724 CELESTE LN 8.500 2,449.07 90
8.250 2,449.07 353,900.00
NAPERVILLE IL 60564 1 09/08/00 12
0420538 05 11/01/00 25
1
0420538 O 10/01/30
0
3940521 526/526 F 336,000.00 ZZ
360 335,785.74 1
1441 S DOHENY DR 8.250 2,524.26 80
8.000 2,524.26 420,000.00
LOS ANGELES CA 90035 1 08/31/00 00
0420540 05 11/01/00 0
0420540 O 10/01/30
0
3940522 526/526 F 331,200.00 ZZ
360 330,983.35 1
6823 SE 32ND AVE 8.125 2,459.15 80
7.875 2,459.15 414,000.00
PORTLAND OR 97202 1 09/27/00 00
0420619 05 11/01/00 0
0420619 O 10/01/30
0
3940523 526/526 F 250,000.00 ZZ
360 249,696.03 1
16750 RAYEN ST 8.500 1,922.28 79
8.250 1,922.28 320,000.00
NORTH HILLS CA 91343 1 08/29/00 00
0420623 05 10/01/00 0
0420623 O 09/01/30
0
3940524 526/526 F 395,000.00 ZZ
360 394,507.25 1
17533 S JEAN DR 8.375 3,002.29 80
8.125 3,002.29 494,000.00
OREGON CITY OR 97045 1 08/30/00 00
0420706 03 10/01/00 0
0420706 O 09/01/30
0
3940525 526/526 F 488,000.00 ZZ
360 487,421.71 1
502 RIDGEWOOD AVENUE 8.625 3,795.61 80
8.375 3,795.61 610,000.00
GLEN RIDGE NJ 07028 1 08/23/00 00
0420723 05 10/01/00 0
0420723 O 09/01/30
0
1
3940526 526/526 F 351,000.00 ZZ
360 350,798.05 1
11745 E TERRA DR 8.750 2,761.32 74
8.500 2,761.32 476,000.00
SCOTTSDALE AZ 85259 1 09/01/00 00
0420791 03 11/01/00 0
0420791 O 10/01/30
0
3940527 526/526 F 300,000.00 ZZ
360 289,757.86 1
20 ARROWWOOD ST 8.875 2,386.93 68
8.625 2,386.93 444,871.00
METHUEN MA 01844 1 09/13/00 00
0420834 05 11/01/00 0
0420834 O 10/01/30
0
3940528 526/526 F 314,400.00 ZZ
360 314,036.90 1
13622 CHAMPION CENTRE DR 8.750 2,473.39 80
8.500 2,473.39 393,000.00
HOUSTON TX 77069 1 08/31/00 00
0420892 03 10/01/00 0
0420892 O 09/01/30
0
3940529 526/526 F 250,000.00 ZZ
360 249,844.61 1
1579 NE 65TH AVE 8.375 1,900.18 78
8.125 1,900.18 321,727.00
HILLSBORO OR 97124 1 09/14/00 00
0421007 03 11/01/00 0
0421007 O 10/01/30
0
3940530 526/526 F 400,000.00 ZZ
360 399,751.38 1
40989 N ECHO CANYON RD. 8.375 3,040.29 62
8.125 3,040.29 655,000.00
CAVE CREEK AZ 85331 2 09/05/00 00
0421009 05 11/01/00 0
0421009 O 10/01/30
0
3940531 526/526 F 299,250.00 ZZ
360 298,642.97 1
4777 GLEN ECHO WY 8.250 2,248.17 90
8.000 2,248.17 332,500.00
1
CENTRAL POINT OR 97502 1 09/18/00 12
0421071 05 11/01/00 25
0421071 O 10/01/30
0
3940532 526/526 F 278,000.00 ZZ
360 277,653.21 1
212 SOUTH KNOX AVENUE 8.375 2,113.00 80
8.125 2,113.00 347,500.00
HOUSTON TX 77007 1 08/25/00 00
0421140 07 10/01/00 0
0421140 O 09/01/30
0
3940533 526/526 F 400,000.00 ZZ
360 399,738.34 1
6817 NORTHWOOD ROAD 8.125 2,969.99 46
7.875 2,969.99 881,400.00
DALLAS TX 75225 1 09/18/00 00
0421193 05 11/01/00 0
0421193 O 10/01/30
0
3940535 526/526 F 601,000.00 T
360 600,663.07 1
6015 PINE TREE DR 8.875 4,781.83 72
8.625 4,781.83 845,000.00
MIAMI BEACH FL 33141 2 09/01/00 00
0421481 05 11/01/00 0
0421481 O 10/01/30
0
3940536 526/526 F 320,000.00 ZZ
360 319,801.10 1
5532 GLENWICK LANE 8.375 2,432.23 80
8.125 2,432.23 400,000.00
DALLAS TX 75209 1 09/13/00 00
0421585 05 11/01/00 0
0421585 O 10/01/30
0
3940537 526/526 F 324,750.00 T
360 324,542.92 1
9050 BLACKJACK RD #16 8.250 2,439.74 70
8.000 2,439.74 464,000.00
ALTA UT 84092 1 09/05/00 00
0421619 01 11/01/00 0
0421619 O 10/01/30
0
1
3940538 526/526 F 112,200.00 ZZ
360 112,132.03 1
598 W GAIL DR 8.500 862.72 74
8.250 862.72 152,000.00
CHANDLER AZ 85225 2 09/12/00 00
0421902 05 11/01/00 0
0421902 O 10/01/30
0
3940539 526/526 F 444,000.00 ZZ
360 443,716.88 1
2681 GLEN FERGUSON CIR 8.250 3,335.62 80
8.000 3,335.62 555,000.00
SAN JOSE CA 95148 1 09/11/00 00
0422101 05 11/01/00 0
0422101 O 10/01/30
0
3940541 526/526 F 304,000.00 ZZ
360 303,811.05 1
237 ONTARIO AVENUE 8.375 2,310.62 80
8.125 2,310.62 380,000.00
PARK CITY UT 84060 1 09/08/00 00
0422500 05 11/01/00 0
0422500 O 10/01/30
0
3940542 526/526 F 470,000.00 ZZ
360 469,692.50 1
416 WEST CAMINO REAL AVE 8.125 3,489.74 55
7.875 3,489.74 865,000.00
ARCADIA CA 91007 1 09/12/00 00
0422736 05 11/01/00 0
0422736 O 10/01/30
0
3940543 526/526 F 367,700.00 ZZ
360 367,504.32 1
1652 CRYSTAL VIEW CIR 9.125 2,991.73 61
8.875 2,991.73 605,000.00
THOUSAND OAKS CA 91320 2 09/20/00 00
0422958 03 11/01/00 0
0422958 O 10/01/30
0
3940544 526/526 F 343,350.00 ZZ
360 343,136.59 1
1
1414 BYRON STREET WEST #3E 8.375 2,609.71 90
8.125 2,609.71 381,500.00
CHICAGO IL 60613 1 09/27/00 12
0424178 01 11/01/00 25
0424178 O 10/01/30
0
3940545 526/526 F 432,000.00 ZZ
360 431,710.14 1
1 SCOTT CRESCENT 8.000 3,169.86 80
7.750 3,169.86 540,000.00
AUSTIN TX 78703 1 09/28/00 00
0424344 05 11/01/00 0
0424344 O 10/01/30
0
3940835 227/G01 F 287,200.00 ZZ
360 287,200.00 1
1842 VADUZ COURT 8.500 2,208.32 80
8.250 2,208.32 359,000.00
MANTECA CA 95337 1 10/13/00 00
0432395697 05 12/01/00 0
1913359 O 11/01/30
0
3940918 964/G01 F 376,000.00 ZZ
360 376,000.00 1
21802 PAJARITO LANE 8.625 2,924.49 80
8.375 2,924.49 470,000.00
TRABUCO CANYON CA 92679 1 10/16/00 00
0432378420 05 12/01/00 0
88434 O 11/01/30
0
3941575 956/G01 F 261,250.00 ZZ
360 261,250.00 1
31753 BRIDGE WAY NE 8.250 1,962.68 95
8.000 1,962.68 275,000.00
POULSBO WA 98370 1 10/11/00 10
0432398790 05 12/01/00 30
1710100032 O 11/01/30
0
3941720 163/163 F 296,000.00 ZZ
360 295,820.68 1
1405 VALLEY RIDGE DR 8.500 2,275.99 80
8.250 2,275.99 370,000.00
BROOKFIELD WI 53005 1 09/29/00 00
WH10675 05 11/01/00 0
1
WH10675 O 10/01/30
0
3941936 M32/M32 F 432,000.00 ZZ
360 431,717.41 1
17766 WEST 63RD PLACE 8.125 3,207.59 100
7.875 3,207.59 432,369.00
ARVADA CO 80004 1 09/21/00 00
685012695 03 11/01/00 0
685012695 O 10/01/30
0
3942025 M32/M32 F 480,000.00 T
360 479,686.01 1
32 W 25TH ST 8.125 3,563.99 100
7.875 3,563.99 480,000.00
AVALON NJ 08202 1 09/23/00 00
685021487 05 11/01/00 0
685021487 O 10/01/30
0
3942637 070/070 F 336,950.00 ZZ
360 336,729.59 1
3487 COASTAL OAK DRIVE 8.125 2,501.84 80
7.875 2,501.84 421,241.00
SIMI VALLEY CA 93065 1 08/28/00 00
1015125 03 11/01/00 0
1015125 O 10/01/30
0
3942638 070/070 F 400,000.00 ZZ
360 399,474.91 1
1407 MANITOU ROAD 8.125 2,969.99 65
7.875 2,969.99 618,000.00
SANTA BARBARA CA 93105 1 08/18/00 00
1016925 05 10/01/00 0
1016925 O 09/01/30
0
3942639 070/070 F 324,000.00 ZZ
360 323,782.60 1
5852 INDIAN TERRACE 8.000 2,377.40 77
7.750 2,377.40 424,000.00
SIMI VALLEY CA 93063 1 09/01/00 00
1362358 03 11/01/00 0
1362358 O 10/01/30
0
1
3942640 070/070 F 371,250.00 ZZ
360 371,000.90 1
18758 CANASTA STREET 8.000 2,724.10 75
7.750 2,724.10 495,000.00
TARZANA CA 91356 1 09/08/00 00
1419817 05 11/01/00 0
1419817 O 10/01/30
0
3942642 070/070 F 331,000.00 ZZ
360 330,777.91 1
574 LOGANBERRY DRIVE 8.000 2,428.76 68
7.750 2,428.76 491,000.00
SAN RAFAEL CA 94903 1 09/06/00 00
1492974 05 11/01/00 0
1492974 O 10/01/30
0
3942644 070/070 F 400,000.00 ZZ
360 399,731.61 1
1490 LANCASHIRE STREET 8.000 2,935.06 73
7.750 2,935.06 555,000.00
PASADENA CA 91103 1 09/22/00 00
2031892 05 11/01/00 0
2031892 O 10/01/30
0
3942645 070/070 F 328,000.00 ZZ
360 327,779.92 1
912 OAKES STREET 8.000 2,406.75 63
7.750 2,406.75 528,000.00
EAST PALO ALTO CA 94587 1 09/18/00 00
2168458 03 11/01/00 0
2168458 O 10/01/30
0
3942646 070/070 F 350,000.00 ZZ
360 349,771.05 1
15874 ROYAL HAVEN PLACE 8.125 2,598.74 70
7.875 2,598.74 505,000.00
SHERMAN OAKS CA 91403 1 08/31/00 00
5503603 05 11/01/00 0
5503603 O 10/01/30
0
3942647 070/070 F 352,350.00 ZZ
360 344,415.33 1
12914 WOLVERTON LANE 8.125 2,616.19 63
7.875 2,616.19 560,000.00
1
CERRITOS CA 90703 2 09/27/99 00
6261847 05 11/01/99 0
6261847 O 10/01/29
0
3942648 070/070 F 273,950.00 ZZ
360 273,761.47 1
2277 ARBORETA COURT 7.875 1,986.33 70
7.625 1,986.33 391,401.00
SAN JOSE CA 95116 1 09/07/00 00
6571548 03 11/01/00 0
6571548 O 10/01/30
0
3942649 070/070 F 290,300.00 ZZ
360 290,100.21 1
518 MONOGRAM ROAD 7.875 2,104.88 80
7.625 2,104.88 362,929.00
SAN LEANDRO CA 94577 1 09/01/00 00
6573312 03 11/01/00 0
6573312 O 10/01/30
0
3942650 070/070 F 303,000.00 ZZ
360 302,801.79 1
4436 WAVERTREE STREET 8.125 2,249.77 77
7.875 2,249.77 395,000.00
SAN LUIS OBISPO CA 93401 1 09/18/00 00
7459687 05 11/01/00 0
7459687 O 10/01/30
0
3942651 070/070 F 280,000.00 ZZ
360 279,812.13 1
8985 LA CARTERA STREET 8.000 2,054.54 74
7.750 2,054.54 380,000.00
SAN DIEGO CA 92129 1 09/07/00 00
9238128 05 11/01/00 0
9238128 O 10/01/30
0
3943178 163/163 F 282,400.00 ZZ
360 282,400.00 1
8158 KAMMERER ROAD 8.250 2,121.58 80
8.000 2,121.58 353,000.00
ELK GROVE CA 95758 1 09/27/00 00
717591951 05 12/01/00 0
717591951 O 11/01/30
0
1
3943675 253/253 F 271,130.00 ZZ
360 271,130.00 1
1175 EAGLE HILL ROAD 8.375 2,060.79 58
8.125 2,060.79 470,000.00
WATSONVILLE CA 95076 2 10/10/00 00
945983 05 12/01/00 0
945983 O 11/01/30
0
3943881 696/G01 F 288,000.00 ZZ
360 288,000.00 1
7520 NYACK COURT 8.125 2,138.39 80
7.875 2,138.39 360,000.00
MANASSAS VA 20112 1 10/30/00 00
0432377091 03 12/01/00 0
25100190 O 11/01/30
0
3943882 696/G01 F 500,000.00 ZZ
360 500,000.00 1
5829 RIVER DRIVE 8.500 3,844.57 80
8.250 3,844.57 625,000.00
MASON NECK VA 22079 2 10/27/00 00
0432382950 03 12/01/00 0
10100085 O 11/01/30
0
3943883 696/G01 F 632,000.00 ZZ
360 632,000.00 1
2028 FRANKLIN AVENUE 8.250 4,748.00 80
8.000 4,748.00 790,000.00
MCLEAN VA 22101 2 10/26/00 00
0432377059 05 12/01/00 0
10000059 O 11/01/30
0
3943884 696/G01 F 821,500.00 ZZ
360 821,500.00 1
4507 37TH PLACE NORTH 8.500 6,316.62 69
8.250 6,316.62 1,200,000.00
ARLINGTON VA 22207 2 10/25/00 00
0432381374 05 12/01/00 0
10000061 O 11/01/30
0
3946170 998/998 F 310,000.00 ZZ
360 309,807.32 1
1
18305 NE 153RD ST 8.375 2,356.22 80
8.125 2,356.22 390,000.00
WOODINVILLE WA 98072 5 09/05/00 00
27369941 05 11/01/00 0
27369941 O 10/01/30
0
3946182 998/998 F 500,000.00 ZZ
360 499,689.22 1
31881 VIA PATO 8.375 3,800.36 80
8.125 3,800.36 629,900.00
COTO DE CAZA CA 92688 1 09/07/00 00
39493861 03 11/01/00 0
39493861 O 10/01/30
0
3946219 998/998 F 468,000.00 ZZ
360 467,693.86 1
6826 42ND AVE NE 8.125 3,474.89 80
7.875 3,474.89 585,000.00
SEATTLE WA 98115 1 09/13/00 00
39260278 05 11/01/00 0
39260278 O 10/01/30
0
3946233 998/998 F 348,000.00 ZZ
360 347,772.36 1
6412 34TH AVE NW 8.125 2,583.89 80
7.875 2,583.89 435,000.00
SEATTLE WA 98107 1 09/20/00 00
38751814 05 11/01/00 0
38751814 O 10/01/30
0
3946253 998/998 F 280,350.00 ZZ
360 280,161.89 1
1120 W RACINE PLACE 8.000 2,057.11 90
7.750 2,057.11 311,500.00
BELLINGHAM WA 98226 1 09/07/00 10
25189218 05 11/01/00 25
25189218 O 10/01/30
0
3946364 998/998 F 259,950.00 ZZ
360 259,784.24 1
3806 BROADMOOR DR NE 8.250 1,952.92 80
8.000 1,952.92 324,950.00
TACOMA WA 98422 1 09/01/00 00
39260245 03 11/01/00 0
1
39260245 O 10/01/30
0
3947118 163/163 F 550,000.00 ZZ
360 550,000.00 1
3416 WEST RIVERLAND DRIVE 8.250 4,131.97 70
8.000 4,131.97 790,000.00
MEQUON WI 53092 1 10/17/00 00
0013331 05 12/01/00 0
0013331 O 11/01/30
0
3947260 405/405 F 400,000.00 ZZ
360 399,751.38 1
11624 EAST TERRA DRIVE 8.375 3,040.29 90
8.125 3,040.29 445,000.00
SCOTTSDALE AZ 85259 1 09/07/00 01
11836996 03 11/01/00 25
11836996 O 10/01/30
0
3947261 405/405 F 290,000.00 ZZ
360 289,810.29 1
3865 FREMONT DRIVE 8.125 2,153.25 75
7.875 2,153.25 390,317.00
CORONA CA 92881 1 09/15/00 00
11843760 05 11/01/00 0
11843760 O 10/01/30
0
3947262 405/405 F 300,000.00 ZZ
360 299,808.70 1
265 SPRUCE ST 8.250 2,253.80 58
8.000 2,253.80 519,900.00
BOULDER CO 80302 1 09/19/00 00
11849064 03 11/01/00 0
11849064 O 10/01/30
0
3947263 405/405 F 396,000.00 ZZ
360 395,734.29 1
27413 FAWNSKIN DRIVE 8.000 2,905.71 80
7.750 2,905.71 495,000.00
RANCHO PALOS VE CA 90275 1 09/15/00 00
11854122 05 11/01/00 0
11854122 O 10/01/30
0
1
3947264 405/405 F 382,400.00 ZZ
360 382,156.16 1
1624 RANDOLPH RIDGE TRAIL 8.250 2,872.84 80
8.000 2,872.84 478,000.00
AUSTIN TX 78746 1 09/25/00 00
11858651 03 11/01/00 0
11858651 O 10/01/30
0
3947265 405/405 F 510,600.00 ZZ
360 510,600.00 1
1173 BLUE STEM TRAIL 8.250 3,835.97 80
8.000 3,835.97 638,301.00
LAFAYETTE CO 80026 1 10/13/00 00
11867033 03 12/01/00 0
11867033 O 11/01/30
0
3947266 405/405 F 340,000.00 ZZ
360 339,799.26 1
1162 OAK VIEW DRIVE 8.625 2,644.49 80
8.375 2,644.49 425,000.00
CROWNSVILLE MD 21032 1 10/02/00 00
11869138 03 11/01/00 0
11869138 O 10/01/30
0
3947267 405/405 F 364,000.00 ZZ
360 363,790.58 1
1710 BURGUNDY ROAD 8.750 2,863.59 80
8.500 2,863.59 455,000.00
ENCINITAS CA 92024 1 09/26/00 00
11869856 03 11/01/00 0
11869856 O 10/01/30
0
3947268 405/405 F 359,000.00 ZZ
360 358,759.12 1
6397 AUTUMN CREST COURT 8.000 2,634.21 80
7.750 2,634.21 449,000.00
WESTERVILLE OH 43082 1 09/28/00 00
11871621 05 11/01/00 0
11871621 O 10/01/30
0
3947269 405/405 F 325,535.00 ZZ
360 325,535.00 1
10012 181ST AVENUE EAST 8.250 2,445.64 90
8.000 2,445.64 361,706.00
1
BONNEY LAKE WA 98390 1 10/06/00 04
11878857 05 12/01/00 25
11878857 O 11/01/30
0
3947270 405/405 F 388,800.00 ZZ
360 388,800.00 1
840 HAWK HILL TRAIL 8.625 3,024.05 75
8.375 3,024.05 518,429.00
PALM DESERT CA 92211 1 10/09/00 00
11881620 03 12/01/00 0
11881620 O 11/01/30
0
3947271 405/405 F 402,500.00 ZZ
360 402,500.00 1
4918 SWISS AVENUE 8.000 2,953.41 70
7.750 2,953.41 575,000.00
DALLAS TX 75214 1 10/16/00 00
11883170 05 12/01/00 0
11883170 O 11/01/30
0
3947272 405/405 F 306,200.00 ZZ
360 306,200.00 1
29 LAURELHURST DRIVE 8.500 2,354.42 80
8.250 2,354.42 382,798.00
LADERA RANCH CA 92694 1 10/03/00 00
16611105 03 12/01/00 0
16611105 O 11/01/30
0
3947273 405/405 F 500,000.00 ZZ
360 500,000.00 1
310 SUNSET DRIVE 8.250 3,756.34 70
8.000 3,756.34 720,000.00
DANVILLE CA 94506 1 10/10/00 00
16803066 03 12/01/00 0
16803066 O 11/01/30
0
3947275 405/405 F 279,200.00 ZZ
360 279,200.00 1
285 A S BROADWAY 8.375 2,122.13 80
8.125 2,122.13 349,000.00
TARRYTOWN NY 10591 1 10/20/00 00
16867061 01 12/01/00 0
16867061 O 11/01/30
0
1
3947276 405/405 F 330,000.00 T
360 330,000.00 1
28824 BELCHESTER ROAD 8.125 2,450.24 80
7.875 2,450.24 415,000.00
KENNEDYVILLE MD 21645 1 10/20/00 00
16871949 05 12/01/00 0
16871949 O 11/01/30
0
3947277 405/405 F 591,200.00 ZZ
360 591,200.00 1
870 CALLE COMPO 8.375 4,493.55 80
8.125 4,493.55 739,000.00
THOUSAND OAKS CA 91360 1 10/11/00 00
16881260 05 12/01/00 0
16881260 O 11/01/30
0
3947278 405/405 F 376,000.00 ZZ
360 376,000.00 1
5004 NORTH MEADOW RIDGE CIRCLE 8.125 2,791.79 80
7.875 2,791.79 470,000.00
MCKINNEY TX 75070 1 10/20/00 00
16881476 03 12/01/00 0
16881476 O 11/01/30
0
3947279 405/405 F 460,000.00 ZZ
360 460,000.00 1
4630 DORCHESTER ROAD 8.125 3,415.49 42
7.875 3,415.49 1,100,000.00
CORONA DEL MAR CA 92625 1 10/17/00 00
16881666 03 12/01/00 0
16881666 O 11/01/30
0
3947281 405/405 F 324,000.00 ZZ
360 324,000.00 1
372 RICHMOND STREET 8.500 2,491.28 80
8.250 2,491.28 405,000.00
EL SEGUNDO CA 90245 1 10/20/00 00
16884884 01 12/01/00 0
16884884 O 11/01/30
0
3947282 405/405 F 296,000.00 ZZ
360 296,000.00 1
1
35 WEST LUCERO STREET 8.125 2,197.80 80
7.875 2,197.80 370,000.00
THOUSAND OAKS CA 91360 1 10/19/00 00
16892606 05 12/01/00 0
16892606 O 11/01/30
0
3947284 405/405 F 289,500.00 ZZ
360 289,500.00 1
926 BELLFLOWER ST 8.250 2,174.92 75
8.000 2,174.92 386,000.00
LIVERMORE CA 94550 1 10/17/00 00
16905580 05 12/01/00 0
16905580 O 11/01/30
0
3947285 405/405 F 360,500.00 ZZ
360 360,500.00 1
25 NICHOLS RD 8.000 2,645.22 80
7.750 2,645.22 450,650.00
ARMONK NY 10504 1 10/23/00 00
16908675 05 12/01/00 0
16908675 O 11/01/30
0
3947286 405/405 F 344,000.00 ZZ
360 344,000.00 1
20001 SUMMERGLEN PLACE 8.125 2,554.19 80
7.875 2,554.19 430,000.00
CASTRO VALLEY CA 94552 1 10/18/00 00
16916538 03 12/01/00 0
16916538 O 11/01/30
0
3947289 405/405 F 475,000.00 ZZ
360 475,000.00 1
653 CANYON DRIVE 8.250 3,568.52 71
8.000 3,568.52 675,000.00
SOLANA BEACH CA 92075 1 10/13/00 00
16921561 05 12/01/00 0
16921561 O 11/01/30
0
3947290 405/405 F 296,000.00 ZZ
360 296,000.00 1
897 COE AVENUE 8.250 2,223.75 65
8.000 2,223.75 460,000.00
SAN JOSE CA 95125 2 10/13/00 00
16923336 05 12/01/00 0
1
16923336 O 11/01/30
0
3947291 405/405 F 288,800.00 ZZ
360 288,800.00 1
1634 CARLETON STREET 7.875 2,094.01 80
7.625 2,094.01 361,000.00
BERKELEY CA 94703 1 10/12/00 00
16926784 05 12/01/00 0
16926784 O 11/01/30
0
3947292 405/405 F 412,000.00 ZZ
360 412,000.00 1
18989 MOUNT LASSEN DRIVE 8.250 3,095.22 80
8.000 3,095.22 515,000.00
CASTRO VALLEY CA 94552 1 10/17/00 00
16926826 03 12/01/00 0
16926826 O 11/01/30
0
3947293 405/405 F 355,000.00 ZZ
360 355,000.00 1
20495 VIA BURGOS 8.250 2,667.00 57
8.000 2,667.00 625,000.00
YORBA LINDA CA 92887 2 10/17/00 00
16926917 03 12/01/00 0
16926917 O 11/01/30
0
3947294 405/405 F 500,000.00 ZZ
360 500,000.00 1
1111 MARLIN LANE 7.875 3,625.35 76
7.625 3,625.35 665,000.00
WATSONVILLE CA 95076 1 10/19/00 00
16934366 05 12/01/00 0
16934366 O 11/01/30
0
3947295 405/405 F 280,000.00 ZZ
360 280,000.00 1
174 WINDSOR DRIVE 8.250 2,103.55 70
8.000 2,103.55 405,000.00
PETALUMA CA 94952 2 10/18/00 00
16938250 03 12/01/00 0
16938250 O 11/01/30
0
1
3947347 405/405 F 500,000.00 ZZ
360 499,672.93 1
18098 KAREN DRIVE 8.125 3,712.49 80
7.625 3,712.49 625,000.00
LOS ANGELES CA 91316 1 09/01/00 00
11844123 05 11/01/00 0
11844123 O 10/01/30
0
3947349 405/405 F 377,600.00 ZZ
360 377,353.00 1
9535 ALDEA AVENUE 8.125 2,803.67 80
(NORTHRIDGE AREA) 7.625 2,803.67 472,000.00
LOS ANGELES CA 91325 1 09/15/00 00
11854874 05 11/01/00 0
11854874 O 10/01/30
0
3947350 405/405 F 365,000.00 ZZ
360 365,000.00 1
4566 SILVERBELL CIRCLE 8.125 2,710.12 79
7.625 2,710.12 464,530.00
MOORPARK CA 93021 1 10/10/00 00
16785974 03 12/01/00 0
16785974 O 11/01/30
0
3947353 405/405 F 415,200.00 ZZ
360 415,200.00 1
110 POINCIANA LN 8.250 3,119.26 80
7.750 3,119.26 519,000.00
LARGO FL 33770 1 10/23/00 00
16857567 03 12/01/00 0
16857567 O 11/01/30
0
3947354 405/405 F 360,000.00 ZZ
360 360,000.00 1
516 PARK WAY 8.000 2,641.56 80
7.500 2,641.56 450,000.00
SOUTH SAN FRANC CA 94080 1 09/27/00 00
16871196 05 12/01/00 0
16871196 O 11/01/30
0
3947355 405/405 F 423,000.00 ZZ
360 423,000.00 1
515 OCEAN AVENUE 8.125 3,140.77 62
703-S 7.625 3,140.77 690,000.00
1
SANTA MONICA CA 90402 2 10/02/00 00
16874240 06 12/01/00 0
16874240 O 11/01/30
0
3947357 405/405 F 650,000.00 ZZ
360 650,000.00 1
7337 MELODIA TER 8.000 4,769.47 69
7.500 4,769.47 955,000.00
CARLSBAD CA 92009 1 10/03/00 00
16877854 03 12/01/00 0
16877854 O 11/01/30
0
3947358 405/405 F 269,000.00 ZZ
360 269,000.00 1
4217 ELDER AVENUE 8.250 2,020.91 60
7.750 2,020.91 450,000.00
SEAL BEACH CA 90740 5 10/11/00 00
16883233 05 12/01/00 0
16883233 O 11/01/30
0
3947359 405/405 F 344,550.00 ZZ
360 344,550.00 1
5823 SOUTHBRIDGE WY 8.000 2,528.19 80
7.500 2,528.19 430,688.00
DUBLIN CA 94568 1 10/06/00 00
16899585 03 12/01/00 0
16899585 O 11/01/30
0
3947360 405/405 F 420,000.00 ZZ
360 420,000.00 1
741 AVENUE B 8.000 3,081.81 67
7.500 3,081.81 630,000.00
REDONDO BEACH CA 90277 5 10/11/00 00
16901076 05 12/01/00 0
16901076 O 11/01/30
0
3947365 405/405 F 299,950.00 ZZ
360 299,950.00 1
5403 THE WILLOWS DRIVE 8.125 2,227.12 75
7.625 2,227.12 400,000.00
MELBOURNE FL 32934 1 10/13/00 00
16923138 03 12/01/00 0
16923138 O 11/01/30
0
1
3947366 405/405 F 280,000.00 ZZ
360 280,000.00 1
2290 26TH AVENUE 8.375 2,128.21 58
7.875 2,128.21 490,000.00
SAN FRANCISCO CA 94116 5 10/18/00 00
16926552 05 12/01/00 0
16926552 O 11/01/30
0
3947368 405/405 F 316,800.00 ZZ
360 316,800.00 1
4612 LAWSON COURT 8.125 2,352.24 80
7.625 2,352.24 396,000.00
PLANO TX 75093 1 10/25/00 00
16940678 03 12/01/00 0
16940678 O 11/01/30
0
3947411 163/163 F 306,000.00 ZZ
360 305,819.34 1
10187 SOUTH RIVER DRIVE 8.625 2,380.04 90
8.375 2,380.04 340,000.00
BILOXI MS 39532 1 10/04/00 04
425316109 05 11/01/00 25
425316109 O 10/01/30
0
3947590 163/163 F 350,000.00 ZZ
360 350,000.00 1
34 TRISH DRIVE 8.625 2,722.26 88
8.375 2,722.26 400,000.00
NOVATO CA 94947 2 10/03/00 11
717589815 05 12/01/00 25
717589815 O 11/01/30
0
3947898 964/G01 F 271,200.00 ZZ
360 271,200.00 1
2403 FORRESTER DRIVE 8.250 2,037.44 80
8.000 2,037.44 339,000.00
LOMITA CA 90717 1 10/20/00 00
0432397719 05 12/01/00 0
90420 O 11/01/30
0
3948220 163/163 F 265,500.00 ZZ
360 265,500.00 1
1
42 WASHINGTON STREET 8.375 2,018.00 90
8.125 2,018.00 295,000.00
CHARLESTOWN MA 02129 1 10/19/00 11
027528511 01 12/01/00 25
027528511 O 11/01/30
0
3948426 163/163 F 457,850.00 ZZ
360 457,565.42 1
14689 WILDS VIEW 8.375 3,479.99 90
8.125 3,479.99 508,726.00
PRIOR LAKE MN 55372 1 09/29/00 04
217600430 05 11/01/00 25
217600430 O 10/01/30
0
3948457 624/G01 F 328,500.00 ZZ
360 328,500.00 1
807 W UPAS STREET 8.000 2,410.42 90
7.750 2,410.42 365,000.00
SAN DIEGO CA 92103 1 10/20/00 01
0432393569 05 12/01/00 25
39011600036 O 11/01/30
0
3948531 163/163 F 292,000.00 ZZ
360 292,000.00 1
8107 ANITA ROAD 8.375 2,219.42 80
8.125 2,219.42 365,000.00
BALTIMORE MD 21208 1 10/13/00 00
M0100484 05 12/01/00 0
M0100484 O 11/01/30
0
3948657 163/163 F 400,000.00 ZZ
360 400,000.00 1
2985 MONTESSOURI STREET 8.000 2,935.06 88
7.750 2,935.06 457,000.00
LAS VEGAS NV 89117 1 10/10/00 04
217589971 05 12/01/00 25
217589971 O 11/01/30
0
3948827 511/511 F 392,000.00 T
360 392,000.00 1
3094 WAUCHEETA TRAIL 8.375 2,979.49 80
8.125 2,979.49 490,000.00
MADISON WI 53711 1 10/17/00 00
0002198981 05 12/01/00 0
1
0002198981 O 11/01/30
0
3948857 163/163 F 290,000.00 ZZ
360 290,000.00 1
101 RIDGE DRIVE 8.375 2,204.21 73
8.125 2,204.21 400,000.00
SIKESTON MO 63801 5 10/10/00 00
401606551 05 12/01/00 0
401606551 O 11/01/30
0
3948865 163/163 F 383,500.00 ZZ
240 382,878.69 1
3894 GLEASON AVENUE 8.375 3,297.82 77
8.125 3,297.82 500,000.00
SAN JOSE CA 95130 2 08/30/00 00
717564859 05 11/01/00 0
717564859 O 10/01/20
0
3949083 163/163 F 343,200.00 ZZ
360 342,981.15 1
8912 MOUNTAIN ASH DRIVE 8.250 2,578.35 80
8.000 2,578.35 429,000.00
SPRINGFIELD VA 22153 1 09/18/00 00
217585896 03 11/01/00 0
217585896 O 10/01/30
0
3949107 163/163 F 275,344.00 ZZ
240 275,344.00 1
1148 CAVE SPRINGS TRAIL 8.375 2,367.76 90
8.125 2,367.76 305,938.00
LAS CRUCES NM 88011 1 10/16/00 10
401863158 05 12/01/00 25
401863158 O 11/01/20
0
3949117 696/G01 F 319,650.00 ZZ
360 319,650.00 1
21100 SILVER BIRCH LANE 8.375 2,429.57 80
8.125 2,429.57 399,596.00
GERMANTOWN MD 20876 1 10/27/00 00
0432381630 03 12/01/00 0
31200041 O 11/01/30
0
1
3949118 696/G01 F 257,600.00 ZZ
360 257,600.00 1
417 EAST BROAD STREET 8.250 1,935.26 80
8.000 1,935.26 322,000.00
FALLS CHURCH VA 22046 1 10/27/00 00
0432382356 05 12/01/00 0
24600236 O 11/01/30
0
3949119 696/G01 F 409,600.00 ZZ
360 409,600.00 1
3707 RIVERWOOD COURT 8.250 3,077.19 80
8.000 3,077.19 512,000.00
ALEXANDRIA VA 22309 1 10/31/00 00
0432382273 05 12/01/00 0
24600232 O 11/01/30
0
3949138 757/G01 F 420,000.00 ZZ
360 420,000.00 1
124 PEACHTREE HILLS AVENUE 8.125 3,118.49 80
7.875 3,118.49 525,000.00
ATLANTA GA 30305 1 10/26/00 00
0432396208 05 12/01/00 0
1000051837 O 11/01/30
0
3949181 163/163 F 297,900.00 ZZ
360 297,900.00 1
2379 EAST 2ND STREET 8.500 2,290.60 90
8.250 2,290.60 331,000.00
BROOKLYN NY 11223 1 10/12/00 11
80148414 05 12/01/00 25
80148414 O 11/01/30
0
3949182 163/163 F 304,800.00 ZZ
360 304,800.00 1
25 SPRING HILL DRIVE 8.250 2,289.87 80
8.000 2,289.87 381,000.00
WEST ORANGE NJ 07052 1 10/05/00 00
1000232655 05 12/01/00 0
1000232655 O 11/01/30
0
3949261 163/163 F 336,100.00 ZZ
360 336,100.00 1
1765 SW 2ND AVENUE 8.500 2,584.32 90
8.250 2,584.32 373,450.00
1
BOCA RATON FL 33432 1 09/29/00 11
2717574700 03 12/01/00 25
2717574700 O 11/01/30
0
3949368 163/163 F 330,000.00 ZZ
360 330,000.00 1
109 LADERA DRIVE 8.250 2,479.18 77
8.000 2,479.18 430,000.00
SANTA CRUZ CA 95060 1 10/02/00 00
217620487 05 12/01/00 0
217620487 O 11/01/30
0
3949501 163/163 F 400,000.00 ZZ
360 400,000.00 1
7601 SOUTH BEMIS STREET 8.250 3,005.07 88
8.000 3,005.07 455,000.00
LITTLETON CO 80120 1 10/17/00 11
217618762 05 12/01/00 25
217618762 O 11/01/30
0
3949545 964/G01 F 322,750.00 ZZ
360 322,750.00 1
1385 VIA SAVONA DRIVE 8.250 2,424.71 80
8.000 2,424.71 403,455.00
HENDERSON NV 89012 1 10/05/00 00
0432391829 03 12/01/00 0
76793 O 11/01/30
0
3949878 998/998 F 275,000.00 ZZ
360 274,820.11 1
981 FASSLER AVE 8.125 2,041.87 70
7.875 2,041.87 395,000.00
PACIFICA CA 94044 5 09/15/00 00
38151221 03 11/01/00 0
38151221 O 10/01/30
0
3949934 998/998 F 300,000.00 ZZ
360 299,803.76 1
2 NORTHVIEW PLACE 8.125 2,227.49 60
7.875 2,227.49 501,000.00
WHITE PLAINS NY 10603 1 09/28/00 00
37727963 05 11/01/00 0
37727963 O 10/01/30
0
1
3949973 998/998 F 349,600.00 ZZ
360 349,382.71 1
8774 TOYON COURT 8.375 2,657.21 80
8.125 2,657.21 437,000.00
GILROY CA 95020 1 09/07/00 00
39785175 05 11/01/00 0
39785175 O 10/01/30
0
3949995 998/998 F 256,500.00 ZZ
360 256,163.28 1
9950 RANCHO DESTINO ROAD 8.125 1,904.51 75
7.875 1,904.51 342,000.00
LAS VEGAS NV 89123 1 08/29/00 00
37824125 05 10/01/00 0
37824125 O 09/01/30
0
3950032 998/998 F 296,000.00 ZZ
360 295,611.45 1
23302 CHESWALD DRIVE 8.125 2,197.79 80
7.875 2,197.79 370,000.00
LAGUNA NIGUEL CA 92677 1 08/17/00 00
37913357 05 10/01/00 0
37913357 O 09/01/30
0
3950039 998/998 F 349,900.00 ZZ
360 349,688.03 1
260 COLUMBUS AVENUE 8.500 2,690.43 78
8.250 2,690.43 449,000.00
WEST HARRISON NY 10604 1 09/21/00 00
032255003654565 05 11/01/00 0
032255003654565 O 10/01/30
0
3950114 998/998 F 438,000.00 ZZ
360 437,698.58 1
3609 BROOK STREET 7.875 3,175.80 40
7.625 3,175.80 1,100,000.00
LAFAYATTE CA 94549 1 08/29/00 00
39569272 05 11/01/00 0
39569272 O 10/01/30
0
3950797 998/998 F 396,000.00 ZZ
360 395,747.48 1
1
835 LAUREL WAY 8.250 2,975.02 90
8.000 2,975.02 440,000.00
EDMONDS WA 98020 1 09/07/00 11
33911314 05 11/01/00 25
33911314 O 10/01/30
0
3950798 998/998 F 290,000.00 ZZ
360 289,841.59 1
1416 DOROTHY DRIVE 9.000 2,333.41 75
8.750 2,333.41 390,000.00
GLENDALE CA 91202 2 09/18/00 00
39728738 05 11/01/00 0
39728738 O 10/01/30
0
3950814 998/998 F 304,000.00 ZZ
360 303,600.94 1
3742 RIVERBOTTOM 8.125 2,257.19 80
7.875 2,257.19 380,000.00
ELLENSBURG WA 98926 1 08/28/00 00
36048890 05 10/01/00 0
36048890 O 09/01/30
0
3950816 998/998 F 396,000.00 ZZ
360 395,518.50 1
26608 SE 18TH ST 8.500 3,044.90 80
8.250 3,044.90 495,000.00
ISSAQUAH WA 98029 1 08/22/00 00
36328615 05 10/01/00 0
36328615 O 09/01/30
0
3950824 998/998 F 313,155.00 ZZ
360 312,960.36 1
350 46TH ST NE 8.375 2,380.20 90
8.125 2,380.20 347,950.00
TACOMA WA 98422 1 09/12/00 14
36621308 05 11/01/00 25
36621308 O 10/01/30
0
3950832 998/998 F 265,000.00 ZZ
360 264,835.29 1
277 38TH STREET 8.375 2,014.19 86
8.125 2,014.19 310,000.00
OAKLAND CA 94611 1 09/19/00 14
030661003984139 05 11/01/00 25
1
030661003984139 O 10/01/30
0
3950834 998/998 F 276,000.00 ZZ
360 275,828.45 1
17131 SEALAWN DRIVE 8.375 2,097.80 80
8.125 2,097.80 345,000.00
EDMONDS WA 98026 1 09/01/00 00
36755031 05 11/01/00 0
36755031 O 10/01/30
0
3950841 998/998 F 293,700.00 ZZ
360 293,517.45 1
1678 PURDUE AVENUE 8.375 2,232.33 89
8.125 2,232.33 330,000.00
EAST PALO ALTO CA 94303 1 09/12/00 11
39569439 05 11/01/00 25
39569439 O 10/01/30
0
3950845 998/998 F 500,000.00 ZZ
360 499,697.10 1
76 HAWTHORNE LANE 8.500 3,844.57 76
8.250 3,844.57 660,000.00
CONCORD MA 01742 1 09/27/00 00
39484118 05 11/01/00 0
39484118 O 10/01/30
0
3951381 998/998 F 440,000.00 ZZ
360 439,719.43 1
87 PARK ESSEX PLACE 8.250 3,305.57 80
8.000 3,305.57 550,000.00
SAN JOSE CA 95136 1 09/19/00 00
37348406 05 11/01/00 0
37348406 O 10/01/30
0
3951396 998/998 F 350,000.00 ZZ
360 349,776.82 1
158 MERRYALL ROAD 8.250 2,629.43 67
8.000 2,629.43 525,000.00
NEW MILFORD CT 06776 1 09/22/00 00
37354826 05 11/01/00 0
37354826 O 10/01/30
0
1
3951584 998/998 F 276,250.00 ZZ
360 276,082.65 1
51 PEACHTREE LN 8.500 2,124.12 85
8.250 2,124.12 325,000.00
CARLE PLACE NY 11514 1 09/25/00 01
36001121 05 11/01/00 12
36001121 O 10/01/30
0
3951614 998/998 F 280,000.00 ZZ
360 279,821.45 1
344 SHERMAN AVENUE 8.250 2,103.55 73
8.000 2,103.55 385,000.00
HAWTHORNE NY 10532 1 09/07/00 00
37728052 05 11/01/00 0
37728052 O 10/01/30
0
3951651 998/998 F 271,755.00 ZZ
360 271,581.72 1
13922 SE 239TH ST 8.250 2,041.60 90
8.000 2,041.60 305,000.00
KENT WA 98042 1 09/07/00 11
012299003356439 03 11/01/00 25
012299003356439 O 10/01/30
0
3951736 998/998 F 456,000.00 ZZ
360 455,694.03 1
2557 HOOD DRIVE 8.000 3,345.97 80
7.750 3,345.97 570,000.00
THOUSAND OAKS CA 91360 1 09/08/00 00
38454849 05 11/01/00 0
38454849 O 10/01/30
0
3951754 998/998 F 370,000.00 ZZ
360 369,757.97 1
1459 40TH AVENUE 8.125 2,747.24 70
7.875 2,747.24 533,000.00
SAN FRANCISCO CA 94122 1 09/08/00 00
38489175 05 11/01/00 0
38489175 O 10/01/30
0
3951774 998/998 F 298,500.00 ZZ
360 298,146.27 1
9244 POINTS DRIVE NORTHEAST 8.625 2,321.70 75
8.375 2,321.70 398,000.00
1
YARROW POINT WA 98004 1 08/01/00 00
37901253 05 10/01/00 0
37901253 O 09/01/30
0
3951782 998/998 F 329,600.00 ZZ
360 329,400.33 1
18522 CHAPARRAL DR 8.500 2,534.34 80
8.250 2,534.34 412,000.00
PENN VALLEY CA 95946 1 09/06/00 00
38925509 05 11/01/00 0
38925509 O 10/01/30
0
3951793 998/998 F 334,000.00 ZZ
360 333,775.90 1
10415 SW MILLER COURT 8.000 2,450.77 80
7.750 2,450.77 420,000.00
TUALATIN OR 97062 2 09/20/00 00
38524625 05 11/01/00 0
38524625 O 10/01/30
0
3951800 998/998 F 300,000.00 ZZ
360 299,568.51 1
20 WINDWOOD ROAD 8.625 2,333.37 75
8.375 2,333.37 401,000.00
BROOKFIELD CT 06804 1 08/28/00 00
39051933 05 10/01/00 0
39051933 O 09/01/30
0
3951819 998/998 F 272,250.00 ZZ
360 271,910.38 1
3011 SUNBURST DRIVE 8.375 2,069.30 75
8.125 2,069.30 363,000.00
SAN JOSE CA 95111 1 08/29/00 00
37483591 05 10/01/00 0
37483591 O 09/01/30
0
3951824 998/998 F 274,800.00 ZZ
360 274,629.20 1
3484 ZURICH COURT 8.375 2,088.68 80
8.125 2,088.68 343,500.00
CARSON CITY NV 89706 1 09/21/00 00
39247960 05 11/01/00 0
39247960 O 10/01/30
0
1
3951839 998/998 F 412,000.00 ZZ
360 411,499.06 1
844 COYOTE ROAD 8.500 3,167.92 80
8.250 3,167.92 515,000.00
SAN JOSE CA 95111 1 08/23/00 00
37485026 05 10/01/00 0
37485026 O 09/01/30
0
3951845 998/998 F 281,250.00 ZZ
360 281,075.19 1
28732 AVENIDA DEL CABALLO 8.375 2,137.70 75
8.125 2,137.70 375,000.00
LAGUNA NIGUEL CA 92677 1 09/14/00 00
39269345 05 11/01/00 0
39269345 O 10/01/30
0
3951866 998/998 F 325,000.00 ZZ
360 324,798.00 1
21851 CONSUEGRA 8.375 2,470.23 72
8.125 2,470.23 455,900.00
MISSION VIEJO CA 92691 1 09/08/00 00
39361290 05 11/01/00 0
39361290 O 10/01/30
0
3951886 998/998 F 266,000.00 ZZ
360 265,838.86 1
1860 ROCKING HORSE DRIVE 8.500 2,045.31 74
8.250 2,045.31 360,000.00
SIMI VALLEY CA 93065 2 08/30/00 00
030643003752637 03 11/01/00 0
030643003752637 O 10/01/30
0
3951939 998/998 F 471,000.00 ZZ
360 470,729.02 1
3826 MODENA PLACE 8.750 3,705.36 50
8.500 3,705.36 943,000.00
SAN DIEGO CA 92130 1 09/12/00 00
39508262 03 11/01/00 0
39508262 O 10/01/30
0
3951954 998/998 F 365,000.00 ZZ
360 364,767.26 1
1
22172 WAYSIDE 8.250 2,742.12 75
8.000 2,742.12 490,000.00
MISSION VIEJO CA 92692 2 09/18/00 00
031144003761924 03 11/01/00 0
031144003761924 O 10/01/30
0
3951965 998/998 F 420,000.00 ZZ
360 419,732.18 1
21968 GREEN SAGE COURT 8.250 3,155.32 80
8.000 3,155.32 525,000.00
SALINAS CA 93908 1 08/31/00 00
39535653 05 11/01/00 0
39535653 O 10/01/30
0
3951988 998/998 F 292,500.00 ZZ
360 292,313.49 1
16452 HEIM AVENUE 8.250 2,197.45 75
8.000 2,197.45 390,000.00
ORANGE CA 92865 5 09/01/00 00
39543871 05 11/01/00 0
39543871 O 10/01/30
0
3952015 998/998 F 284,800.00 ZZ
360 284,613.70 1
6563 CEDAR BLVD 8.125 2,114.63 80
7.875 2,114.63 356,000.00
NEWARK CA 94560 1 09/06/00 00
39707484 05 11/01/00 0
39707484 O 10/01/30
0
3952156 998/998 F 315,000.00 ZZ
360 314,793.94 1
477 SMITH AVENUE 8.125 2,338.87 90
7.875 2,338.87 350,000.00
ISLIP NY 11751 1 09/22/00 04
36129021 05 11/01/00 25
36129021 O 10/01/30
0
3952361 998/998 F 348,000.00 ZZ
360 347,777.69 1
20 WELLS ROAD 8.250 2,614.41 80
8.000 2,614.41 435,000.00
GREENLAWN NY 11740 1 09/20/00 00
35411883 05 11/01/00 0
1
35411883 O 10/01/30
0
3952371 998/998 F 305,408.00 ZZ
360 304,996.78 1
36332 CANYON TERRACE DRIVE 8.000 2,240.98 80
7.750 2,240.98 382,000.00
YUCAIPA CA 92399 1 08/30/00 00
030653003771350 05 10/01/00 0
030653003771350 O 09/01/30
0
3952438 998/998 F 460,000.00 ZZ
360 459,721.33 1
1951 GARDEN HIGHWAY 8.500 3,537.00 80
8.250 3,537.00 575,000.00
SACRAMENTO CA 95833 1 09/06/00 00
032287003794244 05 11/01/00 0
032287003794244 O 10/01/30
0
3952514 998/998 F 324,000.00 ZZ
360 323,606.05 1
9900 SW 70 AVENUE 8.500 2,491.28 90
8.250 2,491.28 360,000.00
PINECREST FL 33156 1 08/30/00 10
032267003805508 05 10/01/00 25
032267003805508 O 09/01/30
0
3952648 998/998 F 300,000.00 ZZ
360 299,813.53 1
399 WOODLAND PARK 8.375 2,280.22 67
8.125 2,280.22 452,000.00
SAN LEANDRO CA 94577 1 08/30/00 00
35644194 05 11/01/00 0
35644194 O 10/01/30
0
3952691 998/998 F 266,000.00 ZZ
360 265,834.67 1
205 RICHLAND AVENUE 8.375 2,021.79 95
UNIT A-18 8.125 2,021.79 280,000.00
CAMBRIDGE MA 02140 1 09/20/00 14
36055374 01 11/01/00 30
36055374 O 10/01/30
0
1
3952730 998/998 F 335,000.00 ZZ
360 334,571.31 1
6 IVY COURT 8.250 2,516.74 85
8.000 2,516.74 395,000.00
PLAINVIEW NY 11803 1 09/01/00 04
36128585 05 10/01/00 12
36128585 O 09/01/30
0
3952829 998/998 F 650,000.00 ZZ
360 649,574.81 1
10 WATCH WAY 8.125 4,826.23 50
7.875 4,826.23 1,300,000.00
LLOYD HARBOR NY 11743 1 09/06/00 00
36128676 05 11/01/00 0
36128676 O 10/01/30
0
3952903 998/998 F 285,000.00 ZZ
360 284,803.86 1
26530 TURNSTONE COURT 7.875 2,066.45 75
7.625 2,066.45 385,000.00
SANTA CLARITA CA 91355 1 09/01/00 00
36218725 05 11/01/00 0
36218725 O 10/01/30
0
3952931 998/998 F 325,000.00 ZZ
360 324,803.11 1
339 GLENWOOD AVENUE 8.500 2,498.97 77
8.250 2,498.97 425,000.00
DALY CITY CA 94015 1 09/06/00 00
36242204 05 11/01/00 0
36242204 O 10/01/30
0
3952958 998/998 F 301,600.00 ZZ
360 301,407.68 1
3864 NORTH COTTONWOOD GROVE TR 8.250 2,265.82 80
8.000 2,265.82 377,000.00
CALABASAS CA 91302 1 09/06/00 00
36326205 05 11/01/00 0
36326205 O 10/01/30
0
3953085 998/998 F 319,200.00 ZZ
360 319,006.63 1
177 107TH AVENUE NORTHEAST 8.500 2,454.37 80
#1203 8.250 2,454.37 399,000.00
1
BELLEVUE WA 98004 1 09/18/00 00
010115002412550 01 11/01/00 0
010115002412550 O 10/01/30
0
3953091 998/998 F 280,000.00 ZZ
360 279,816.84 1
122 MAKAMAH ROAD 8.125 2,078.99 49
7.875 2,078.99 580,000.00
NORTHPORT NY 11768 1 09/01/00 00
36439628 05 11/01/00 0
36439628 O 10/01/30
0
3953106 998/998 F 650,000.00 ZZ
360 649,189.16 1
34 WOODS ROAD SNEDENS LANDING 8.375 4,940.47 77
8.125 4,940.47 850,000.00
PALISADES NY 10964 1 08/31/00 00
36546018 05 10/01/00 0
36546018 O 09/01/30
0
3953163 998/998 F 364,500.00 ZZ
360 364,267.57 1
23250 CUESTPORT DRIVE 8.250 2,738.37 90
8.000 2,738.37 405,000.00
SANTA CLARITA CA 91355 1 09/21/00 11
36780989 03 11/01/00 25
36780989 O 10/01/30
0
3953200 998/998 F 262,500.00 ZZ
360 262,340.97 1
1520 VALLEY VIEW ROAD 8.500 2,018.40 37
8.250 2,018.40 722,000.00
GLENDALE CA 91202 1 09/06/00 00
35293224 05 11/01/00 0
35293224 O 10/01/30
0
3953206 998/998 F 360,000.00 T
360 359,770.44 1
2224 EMERALD CIRCLE 8.250 2,704.56 80
8.000 2,704.56 450,000.00
MORRO BAY CA 93442 1 08/18/00 00
36823292 05 11/01/00 0
36823292 O 10/01/30
0
1
3953253 998/998 F 264,000.00 ZZ
360 263,831.66 1
49 MARIPOSA DRIVE 8.250 1,983.34 80
8.000 1,983.34 330,000.00
SAN LUIS OBISPO CA 93401 1 09/15/00 00
36823409 05 11/01/00 0
36823409 O 10/01/30
0
3953278 998/998 F 1,000,000.00 ZZ
360 999,394.20 1
225 13TH STREET 8.500 7,689.13 67
8.250 7,689.13 1,505,000.00
MANHATTAN BEACH CA 90266 1 09/12/00 00
36171635 05 11/01/00 0
36171635 O 10/01/30
0
3953325 998/998 F 308,000.00 ZZ
360 307,813.42 1
3800 NE 96TH STREET 8.500 2,368.25 80
8.250 2,368.25 385,000.00
SEATTLE WA 98125 1 09/21/00 00
010031002738517 05 11/01/00 0
010031002738517 O 10/01/30
0
3953377 998/998 F 286,000.00 ZZ
360 285,822.23 1
40 CRESTWOOD DRIVE 8.375 2,173.81 80
8.125 2,173.81 360,000.00
FRAMINGHAM MA 01701 1 09/15/00 00
36868073 05 11/01/00 0
36868073 O 10/01/30
0
3953395 998/998 F 373,500.00 ZZ
360 373,267.85 1
7011 ASTER PLACE 8.375 2,838.87 90
8.125 2,838.87 415,000.00
CARLSBAD CA 92009 1 09/14/00 14
39777479 05 11/01/00 25
39777479 O 10/01/30
0
3953448 998/998 F 325,000.00 ZZ
360 324,531.94 1
1
2143 NORTHWEST LACAMAS DRIVE 8.000 2,384.73 73
7.750 2,384.73 450,000.00
CAMAS WA 98607 1 09/19/00 00
013952003267385 05 11/01/00 0
013952003267385 O 10/01/30
0
3953487 998/998 F 285,000.00 ZZ
360 284,813.57 1
300 CLIFTON ROAD 8.125 2,116.12 64
7.875 2,116.12 448,000.00
PACIFICA CA 94044 1 09/06/00 00
36911345 05 11/01/00 0
36911345 O 10/01/30
0
3953551 998/998 F 295,000.00 ZZ
360 294,816.64 1
22851 HICKORY HILLS AVENUE 8.375 2,242.21 93
8.125 2,242.21 320,000.00
LAKE FOREST CA 92630 1 09/07/00 14
37344223 05 11/01/00 30
37344223 O 10/01/30
0
3953586 998/998 F 318,000.00 ZZ
360 317,791.98 1
359 HENDERSON DRIVE 8.125 2,361.14 74
7.875 2,361.14 430,000.00
SAN JOSE CA 95123 5 08/28/00 00
37347838 05 11/01/00 0
37347838 O 10/01/30
0
3953594 998/998 F 324,000.00 ZZ
360 323,793.40 1
3041 PADDINGTON ROAD 8.250 2,434.10 90
8.000 2,434.10 360,000.00
GLENDALE CA 91206 1 09/20/00 10
39269279 05 11/01/00 25
39269279 O 10/01/30
0
3953623 998/998 F 302,800.00 ZZ
360 302,392.30 1
17862 WELLINGTON AVENUE 8.000 2,221.84 80
7.750 2,221.84 378,500.00
TUSTIN CA 92780 1 08/24/00 00
16844581 05 10/01/00 0
1
16844581 O 09/01/30
0
3953663 998/998 F 260,000.00 ZZ
360 259,825.54 1
3269 TURLOCK DRIVE 8.000 1,907.79 80
7.750 1,907.79 325,000.00
COSTA MESA CA 92626 1 09/08/00 00
18541763 05 11/01/00 0
18541763 O 10/01/30
0
3953677 998/998 F 272,460.00 ZZ
360 272,120.12 1
2308 COPPER RIDGE ROAD 8.375 2,070.89 77
8.125 2,070.89 354,000.00
ARLINGTON TX 76006 1 08/28/00 00
032231002618870 05 10/01/00 0
032231002618870 O 09/01/30
0
3953712 998/998 F 299,625.00 ZZ
360 299,438.76 1
2553 VERANO PLACE 8.375 2,277.37 75
8.125 2,277.37 399,500.00
ESCONDIDO CA 92025 1 09/25/00 00
26109603 05 11/01/00 0
26109603 O 10/01/30
0
3953755 998/998 F 261,000.00 ZZ
360 260,829.27 1
16652 CIRCLE HILL LANE 8.125 1,937.92 90
7.875 1,937.92 290,000.00
HACIENDA HEIGHT CA 91745 1 09/18/00 14
33917667 05 11/01/00 25
33917667 O 10/01/30
0
3953790 998/998 F 364,000.00 ZZ
360 363,773.76 1
3745 MEIER STREET 8.375 2,766.66 80
8.125 2,766.66 455,000.00
LOS ANGELES CA 90066 1 09/25/00 00
03064200263207 05 11/01/00 0
03064200263207 O 10/01/30
0
1
3953798 998/998 F 301,500.00 ZZ
360 301,297.70 1
419 W GLENEAGLES DRIVE 8.000 2,212.30 90
7.750 2,212.30 335,000.00
PHOENIX AZ 85023 1 09/22/00 04
35086180 05 11/01/00 25
35086180 O 10/01/30
0
3953825 998/998 F 430,547.00 ZZ
360 430,286.18 1
7 WINNIES WAY 8.500 3,310.53 90
8.250 3,310.53 478,386.00
SANDWICH MA 02563 1 09/14/00 04
35159631 05 11/01/00 25
35159631 O 10/01/30
0
3953831 998/998 F 297,075.00 ZZ
360 296,685.04 1
1503 GALAXY COURT 8.125 2,205.77 85
7.875 2,205.77 349,500.00
ROHNERT PARK CA 94928 1 08/23/00 10
030636003298015 05 10/01/00 12
030636003298015 O 09/01/30
0
3953900 998/998 F 632,000.00 ZZ
360 631,231.56 1
40770 LAS PALMAS AVENUE 8.500 4,859.53 80
8.250 4,859.53 790,000.00
FREMONT CA 94539 1 09/05/00 00
35195890 05 10/01/00 0
35195890 O 09/01/30
0
3953924 163/163 F 280,000.00 ZZ
360 280,000.00 1
5003 N WOODBURN STREET 8.375 2,128.21 80
8.125 2,128.21 350,000.00
V OF WHITEFISH WI 53217 1 10/20/00 00
7975832 05 12/01/00 0
7975832 O 11/01/30
0
3953929 998/998 F 337,500.00 ZZ
360 337,279.23 1
1026 CALLE PECOS 8.125 2,505.93 66
7.875 2,505.93 512,000.00
1
THOUSAND OAKS CA 91360 5 09/11/00 00
35293703 05 11/01/00 0
35293703 O 10/01/30
0
3953939 998/998 F 367,600.00 ZZ
360 367,371.51 1
102 BISQUE DRIVE 8.375 2,794.03 80
8.125 2,794.03 459,500.00
HENDERSON NV 89014 1 09/11/00 00
39247069 05 11/01/00 0
39247069 O 10/01/30
0
3953991 998/998 F 270,000.00 ZZ
360 269,636.47 1
630 BLANKEN AVENUE 8.000 1,981.16 75
7.750 1,981.16 360,000.00
SAN FRANCISCO CA 94134 1 08/21/00 00
030632003372228 05 10/01/00 0
030632003372228 O 09/01/30
0
3953993 998/998 F 338,000.00 ZZ
360 337,589.03 1
11 ALVINA AVE 8.500 2,598.93 80
8.250 2,598.93 422,500.00
SAN RAFAEL CA 94901 1 08/21/00 00
35423540 05 10/01/00 0
35423540 O 09/01/30
0
3954021 998/998 F 382,425.00 ZZ
360 382,187.30 1
3045 NE 9TH AVENUE 8.375 2,906.71 75
8.125 2,906.71 509,900.00
PORTLAND OR 97212 1 09/25/00 00
6893374 05 11/01/00 0
6893374 O 10/01/30
0
3954026 998/998 F 282,800.00 ZZ
360 282,624.23 1
17955 AGUAMIEL ROAD 8.375 2,149.48 80
8.125 2,149.48 353,500.00
SAN DIEGO CA 92127 1 09/11/00 00
35476019 05 11/01/00 0
35476019 O 10/01/30
0
1
3954085 998/998 F 271,960.00 ZZ
360 271,777.52 1
1140 THIRD AVE S 8.000 1,995.55 80
7.750 1,995.55 339,950.00
EDMONDS WA 98020 1 09/05/00 00
9242538 05 11/01/00 0
9242538 O 10/01/30
0
3954102 998/998 F 600,000.00 ZZ
360 599,607.52 1
2100 THIRD AVENUE UNIT 2603 8.125 4,454.98 76
7.875 4,454.98 798,000.00
SEATTLE WA 98101 1 09/11/00 00
20464509 06 11/01/00 0
20464509 O 10/01/30
0
3954248 696/G01 F 320,000.00 ZZ
360 320,000.00 1
116 NORTH COLUMBUS STREET 8.250 2,404.05 80
8.000 2,404.05 400,000.00
ARLINGTON VA 22203 2 10/27/00 00
0432382463 05 12/01/00 0
22800141 O 11/01/30
0
3958034 225/225 F 400,000.00 ZZ
360 399,491.38 1
3615 TILLMONT WAY 8.375 3,040.29 74
8.125 3,040.29 544,167.00
SANTA ROSA CA 95407 1 09/07/00 00
8454851 05 11/01/00 0
8454851 O 10/01/30
0
3958123 225/225 F 319,200.00 T
360 318,985.82 1
152 LAKERIDGE ROAD 8.000 2,342.18 80
7.750 2,342.18 399,000.00
LAKE LURE NC 28746 1 09/15/00 00
6510571 05 11/01/00 0
6510571 O 10/01/30
0
3958275 225/225 F 396,000.00 ZZ
360 395,468.50 1
1
1025 BRISTOL AVENUE 8.500 3,044.90 90
8.250 3,044.90 440,170.00
STOCKTON CA 95204 1 08/16/00 10
6203430 05 10/01/00 25
6203430 O 09/01/30
0
3958327 225/225 F 348,500.00 ZZ
360 348,277.77 1
1320 BUCKSMOORE COURT THOUSAND 8.250 2,618.17 80
OAKS 8.000 2,618.17 438,500.00
WESTLAKE VILLAG CA 91361 1 09/06/00 00
7205953 03 11/01/00 0
7205953 O 10/01/30
0
3958694 225/225 F 282,700.00 ZZ
360 282,128.22 1
14650 STONE TRACE DRIVE 8.125 2,099.04 80
7.875 2,099.04 353,443.00
MONTPELIER VA 23192 1 08/31/00 00
8880101159 05 10/01/00 0
8880101159 O 09/01/30
0
3958731 225/225 F 333,000.00 ZZ
360 332,813.31 1
184-19 64TH AVENUE 8.875 2,649.50 90
8.625 2,649.50 370,000.00
FRESH MEADOW NY 11365 1 09/26/00 10
20000273 05 11/01/00 25
20000273 O 10/01/30
0
3958816 709/G01 F 343,900.00 ZZ
360 343,900.00 1
28927 SOUTHEAST 230TH COURT 8.125 2,553.45 80
7.875 2,553.45 429,950.00
BLACK DIAMOND WA 98010 1 10/30/00 00
0432388064 05 12/01/00 0
534642263 O 11/01/30
0
3961877 956/G01 F 335,000.00 ZZ
360 335,000.00 1
44584 WHITE PINE CIRCLE 8.125 2,487.37 63
7.875 2,487.37 536,270.00
NORTHVILLE TWP MI 48167 1 10/26/00 00
0432389658 05 12/01/00 0
1
910100014 O 11/01/30
0
3962783 225/225 F 295,800.00 ZZ
360 295,611.38 1
555 MYSTIC LANE 8.250 2,222.25 27
8.000 2,222.25 1,100,000.00
LAGUNA BEACH CA 92651 1 09/13/00 00
7210236 05 11/01/00 0
7210236 O 10/01/30
0
3962827 225/225 F 475,000.00 ZZ
360 474,392.13 1
12166 CONIFER RIDGE DRIVE 8.250 3,568.52 50
8.000 3,568.52 950,000.00
CONIFER CO 80433 5 08/24/00 00
7207463 05 10/01/00 0
7207463 O 09/01/30
0
3963281 E84/G01 F 453,600.00 ZZ
360 453,600.00 1
454 HILLER DRIVE 8.125 3,367.97 80
7.875 3,367.97 567,000.00
OAKLAND CA 94618 1 10/26/00 00
0432388486 09 12/01/00 0
31600021 O 11/01/30
0
3963638 225/225 F 288,000.00 ZZ
360 287,842.69 1
912 P STREET NW 9.000 2,317.31 80
8.750 2,317.31 360,000.00
WASHINGTON DC 20001 1 09/20/00 00
6506438 05 11/01/00 0
6506438 O 10/01/30
0
3963718 225/225 F 345,050.00 ZZ
360 344,829.97 1
2525 BANGOR COURT 8.250 2,592.25 88
8.000 2,592.25 394,500.00
SNELLVILLE GA 30078 1 09/27/00 10
720955300 03 11/01/00 25
720955300 O 10/01/30
0
1
3964006 225/225 F 320,000.00 ZZ
360 319,785.28 1
2016 FLORAL AVENUE 8.000 2,348.05 77
7.750 2,348.05 416,500.00
CHARLOTTE NC 28203 1 09/11/00 00
8789000 05 11/01/00 0
8789000 O 10/01/30
0
3964019 225/225 F 380,000.00 ZZ
360 379,533.33 1
204 TYLER AVENUE 8.000 2,788.31 80
7.750 2,788.31 475,000.00
SANTA CLARA CA 95050 1 09/13/00 00
7211175 05 11/01/00 0
7211175 O 10/01/30
0
3964088 225/225 F 317,600.00 ZZ
360 317,386.89 1
347 COUNTY ROAD 55 A 8.000 2,330.44 80
7.750 2,330.44 397,000.00
CERRILLOS NM 87010 1 09/06/00 00
7208503 05 11/01/00 0
7208503 O 10/01/30
0
3964136 225/225 F 315,000.00 T
360 314,804.21 1
53057 LAKESHORE PL 8.375 2,394.23 75
8.125 2,394.23 425,000.00
BETHANY BEACH DE 19930 1 09/29/00 00
721298300 01 11/01/00 0
721298300 O 10/01/30
0
3964148 225/225 F 416,000.00 ZZ
360 415,734.73 1
126 LEABROOK LANE 8.250 3,125.27 80
8.000 3,125.27 520,000.00
PRINCETON NJ 08540 1 09/15/00 00
6508338 05 11/01/00 0
6508338 O 10/01/30
0
3964186 225/225 F 295,000.00 ZZ
360 294,807.03 1
12418 OVERLOOK MOUNTAIN DRIVE 8.125 2,190.37 85
7.875 2,190.37 348,000.00
1
CHARLOTTE NC 28216 2 08/31/00 11
8453903 03 11/01/00 12
8453903 O 10/01/30
0
3964220 225/225 F 315,000.00 ZZ
360 314,788.64 1
930 SPRING STREET 8.000 2,311.36 75
7.750 2,311.36 425,000.00
OJAI AREA CA 93022 5 09/26/00 00
721264300 05 11/01/00 0
721264300 O 10/01/30
0
3964325 225/225 F 554,000.00 ZZ
360 553,697.39 1
6712 PIMLICO CIRCLE 9.000 4,457.61 72
8.750 4,457.61 770,000.00
HUNTINGTON BEAC CA 92648 2 09/29/00 00
721252000 03 11/01/00 0
721252000 O 10/01/30
0
3964466 225/225 F 479,900.00 ZZ
360 479,253.84 1
7738 OAKVIEW PLACE 8.000 3,521.34 80
7.750 3,521.34 599,900.00
CASTLE ROCK CO 80104 1 09/05/00 00
720706500 03 10/01/00 0
720706500 O 09/01/30
0
3964515 225/225 F 388,000.00 ZZ
360 387,746.19 1
2905 MOUNTAINVIEW DRIVE 8.125 2,880.89 80
7.875 2,880.89 485,000.00
LAGUNA BEACH CA 92651 1 08/31/00 00
721006500 05 11/01/00 0
721006500 O 10/01/30
0
3964567 225/225 F 270,000.00 ZZ
360 269,727.83 1
18 CLOVE BROOK ROAD 8.250 2,028.42 74
8.000 2,028.42 367,000.00
VALHALLA NY 10595 1 09/15/00 00
6507527 05 11/01/00 0
6507527 O 10/01/30
0
1
3964617 225/225 F 322,500.00 ZZ
360 322,304.62 1
1295 DUNNING DRIVE 8.500 2,479.75 76
8.250 2,479.75 425,000.00
LAGUNA BEACH CA 92651 1 08/31/00 00
720809400 05 11/01/00 0
720809400 O 10/01/30
0
3964720 225/225 F 330,000.00 ZZ
350 329,794.61 1
18 N 565 CARRIAGE WAY LANE 8.750 2,611.64 88
8.500 2,611.64 375,000.00
HUNTLEY IL 60142 4 09/14/00 14
7162380 05 11/01/00 25
7162380 O 12/01/29
0
3964799 225/225 F 600,000.00 ZZ
360 599,617.40 1
34 HOLTON LANE 8.250 4,507.60 64
8.000 4,507.60 945,000.00
ESSEX FELLS NJ 07042 1 09/29/00 00
6510983 05 11/01/00 0
6510983 O 10/01/30
0
3964843 225/225 F 284,600.00 ZZ
360 284,409.04 1
10127 TAVERNAY PARKWAY 8.000 2,088.29 80
7.750 2,088.29 355,832.00
CHARLOTTE NC 28262 1 09/29/00 00
8455545 03 11/01/00 0
8455545 O 10/01/30
0
3964898 225/225 F 387,900.00 ZZ
360 387,665.00 1
52 COLONIAL ROAD 8.500 2,982.62 80
8.250 2,982.62 484,900.00
MIDLAND PARK NJ 07432 1 09/26/00 00
6508800 05 11/01/00 0
6508800 O 10/01/30
0
3964941 225/225 F 324,000.00 ZZ
360 323,813.59 1
1
22 WALSH ROAD 8.750 2,548.91 80
8.500 2,548.91 405,000.00
NEWTON MA 02459 1 09/29/00 00
720771200 05 11/01/00 0
720771200 O 10/01/30
0
3965022 225/225 F 280,000.00 ZZ
360 279,838.90 1
23527 WINDROSE PLACE 8.750 2,202.77 74
8.500 2,202.77 380,000.00
VALENCIA AREA CA 91354 2 09/22/00 00
7021121300 03 11/01/00 0
7021121300 O 10/01/30
0
3965044 964/G01 F 396,000.00 ZZ
360 396,000.00 1
3991 ALTADENA LANE 8.125 2,940.29 80
7.875 2,940.29 495,000.00
SAN JOSE CA 95127 1 10/18/00 00
0432390466 05 12/01/00 0
90815 O 11/01/30
0
3965119 225/225 F 300,000.00 ZZ
360 299,798.70 1
681 SOUTH MOUNTAIN VIEW ROAD 8.000 2,201.30 67
7.750 2,201.30 450,000.00
CASTLE ROCK CO 80104 1 09/15/00 00
721188000 05 11/01/00 0
721188000 O 10/01/30
0
3965182 225/225 F 325,000.00 ZZ
360 324,787.40 1
1507 PRARIE FALCON LANE 8.125 2,413.12 71
7.875 2,413.12 461,839.00
BROOMFIELD CO 80020 1 09/01/00 00
720806400 03 11/01/00 0
720806400 O 10/01/30
0
3965210 225/225 F 307,600.00 ZZ
360 307,398.78 1
7971 SOUTH BEMIS STREET 8.125 2,283.93 80
7.875 2,283.93 384,500.00
LITTLETON CO 80120 1 09/22/00 00
720985400 03 11/01/00 0
1
720985400 O 10/01/30
0
3965245 225/225 F 400,000.00 ZZ
360 399,731.61 1
8495 SOUTHEAST MANGROVE STREET 8.000 2,935.06 80
7.750 2,935.06 500,000.00
HOBE SOUND FL 33455 1 09/25/00 00
6510121 03 11/01/00 0
6510121 O 10/01/30
0
3965300 225/225 F 268,850.00 ZZ
360 268,678.56 1
104 NORTHSHORE DR 8.250 2,019.78 95
8.000 2,019.78 283,000.00
MOORSVILLE NC 28117 1 09/28/00 14
8455774 03 11/01/00 30
8455774 O 10/01/30
0
3965325 225/225 F 650,000.00 T
360 649,574.80 1
2300 GLACIER RIDGE 8.125 4,826.24 64
7.875 4,826.24 1,030,000.00
STEAMBOAT SPRIN CO 80477 1 09/27/00 00
720824100 05 11/01/00 0
720824100 O 10/01/30
0
3965344 964/G01 F 317,200.00 ZZ
360 317,200.00 1
70 MONTE VISTA 7.875 2,299.92 80
7.625 2,299.92 396,500.00
NOVATO CA 94947 1 10/10/00 00
0432390177 05 12/01/00 0
82695 O 11/01/30
0
3965364 225/225 F 479,200.00 ZZ
360 478,870.22 1
850 SHIPWATCH DR EAST 7.875 3,474.53 80
7.625 3,474.53 599,000.00
JACKSONVILLE FL 32225 1 09/06/00 00
6508539 03 11/01/00 0
6508539 O 10/01/30
0
1
3965435 225/225 F 492,000.00 ZZ
360 491,669.87 1
64 JEFFERSON ST # B 8.000 3,610.13 80
7.750 3,610.13 615,000.00
HOBOKEN NJ 07030 1 09/29/00 00
720927800 01 11/01/00 0
720927800 O 10/01/30
0
3965461 225/225 F 280,000.00 ZZ
360 279,825.96 1
4 ST JOHNS PLACE 8.375 2,128.21 80
8.125 2,128.21 350,000.00
DARIEN CT 06820 1 10/02/00 00
720502300 05 11/01/00 0
720502300 O 10/01/30
0
3965476 225/225 F 281,250.00 ZZ
360 281,079.62 1
2416 HIALEAH CIRCLE 8.500 2,162.57 90
8.250 2,162.57 312,500.00
NORCO CA 92860 1 09/21/00 11
720807800 05 11/01/00 25
720807800 O 10/01/30
0
3965950 696/G01 F 304,000.00 ZZ
360 304,000.00 1
5818 11TH STREET NORTH 8.250 2,283.85 80
8.000 2,283.85 380,000.00
ARLINGTON VA 22205 2 10/31/00 00
0432387249 05 12/01/00 0
10000057 O 11/01/30
0
3965951 696/G01 F 516,000.00 ZZ
360 516,000.00 1
1407 BUENA VISTA AVENUE 8.000 3,786.23 80
7.750 3,786.23 645,000.00
MCLEAN VA 22101 2 10/30/00 00
0432390540 03 12/01/00 0
10100081 O 11/01/30
0
3966141 225/225 F 650,000.00 ZZ
360 649,585.52 1
4 BRADFORD ROAD 8.250 4,883.23 53
8.000 4,883.23 1,232,500.00
1
SCARSDALE NY 10583 1 09/12/00 00
6505556 05 11/01/00 0
6505556 O 10/01/30
0
3966155 225/225 F 340,000.00 ZZ
360 339,647.13 1
38530 SORGUM COURT 8.000 2,494.80 76
7.750 2,494.80 450,000.00
PURCELLVILLE VA 20132 2 09/22/00 00
6506200 05 11/01/00 0
6506200 O 10/01/30
0
3966178 225/225 F 331,700.00 ZZ
360 331,275.52 1
4705 PARAN VALLEY 8.250 2,491.95 41
8.000 2,491.95 820,000.00
ATLANTA GA 30327 5 08/24/00 00
6508735 05 10/01/00 0
6508735 O 09/01/30
0
3966268 225/225 F 263,900.00 ZZ
360 263,652.42 1
4 OAKWIND CT 8.250 1,982.59 80
8.000 1,982.59 329,900.00
DURHAM NC 27713 1 09/27/00 00
6509964 05 11/01/00 0
6509964 O 10/01/30
0
3966327 225/225 F 368,000.00 ZZ
360 368,000.00 1
8 E HIGH POINT ROAD 8.250 2,764.66 80
8.000 2,764.66 460,000.00
STUART FL 34996 1 10/02/00 00
6511411 05 12/01/00 0
6511411 O 11/01/30
0
3966337 225/225 F 536,000.00 T
360 535,649.39 1
45 PIRATES WAY 8.125 3,979.78 80
7.875 3,979.78 670,000.00
MANTEO NC 27954 1 10/02/00 00
6512286 03 11/01/00 0
6512286 O 10/01/30
0
1
3966481 225/225 F 650,000.00 ZZ
360 649,563.86 1
108 PITNEY AVE 8.000 4,769.47 55
7.750 4,769.47 1,199,000.00
SPRING LAKE NJ 07762 1 09/25/00 00
6512843 05 11/01/00 0
6512843 O 10/01/30
0
3966551 225/225 F 280,000.00 ZZ
360 279,512.76 1
1 DONAHUE COURT 8.000 2,054.54 80
7.750 2,054.54 350,000.00
BUCHANAN NY 10511 1 08/30/00 00
8787308 05 10/01/00 0
8787308 O 09/01/30
0
3966586 225/225 F 335,000.00 ZZ
360 331,797.06 1
12016 TRAILRIDGE DRIVE 8.500 2,575.86 77
8.250 2,575.86 440,000.00
POTOMAC MD 20854 1 09/27/00 00
6507582 03 11/01/00 0
6507582 O 10/01/30
0
3966605 225/225 F 356,000.00 ZZ
360 355,772.99 1
7751RIVER LANDING DRIVE 8.250 2,674.51 80
8.000 2,674.51 445,000.00
SACREMENTO CA 95831 1 09/14/00 00
720674300 05 11/01/00 0
720674300 O 10/01/30
0
3966624 225/225 F 576,000.00 ZZ
360 575,603.60 1
12054 MOUNDVIEW PLACE 7.875 4,176.40 80
7.625 4,176.40 720,000.00
STUDIO CITY CA 91604 1 09/06/00 00
720784300 05 11/01/00 0
720784300 O 10/01/30
0
3966650 225/225 F 270,000.00 ZZ
360 269,832.18 1
1
3885 SHOVLER LAKE COURT 8.375 2,052.20 75
8.125 2,052.20 360,000.00
FREEMONT CA 94555 1 08/30/00 00
720817000 05 11/01/00 0
720817000 O 10/01/30
0
3966672 225/225 F 331,875.00 T
360 331,668.72 1
2115 VIA VIEJO 8.375 2,522.49 75
8.125 2,522.49 442,500.00
SAN CLEMENTE CA 92673 1 09/07/00 00
720820800 03 11/01/00 0
720820800 O 10/01/30
0
3966696 964/G01 F 324,000.00 ZZ
360 324,000.00 1
44 MAGNOLIA STREET 8.250 2,434.10 80
8.000 2,434.10 405,000.00
SAN ANSELMO CA 94960 1 10/25/00 00
0432397776 05 12/01/00 0
9035 O 11/01/30
0
3966742 225/225 F 500,000.00 T
360 499,697.10 1
27907 NORTH MONTANA DRIVE 8.500 3,844.57 80
8.250 3,844.57 625,000.00
RIO VERDE AZ 85263 1 09/27/00 00
7208576 03 11/01/00 0
7208576 O 10/01/30
0
3966746 964/G01 F 423,200.00 ZZ
360 423,200.00 1
723 WALAVISTA AVENUE 8.250 3,179.36 80
8.000 3,179.36 529,000.00
OAKLAND CA 94610 1 10/25/00 00
0432392256 05 12/01/00 0
90886 O 11/01/30
0
3966763 225/225 F 366,300.00 ZZ
360 366,054.22 1
2934 HUMESTON AVENUE 8.000 2,687.78 90
7.750 2,687.78 407,000.00
TUSTIN CA 92782 1 09/20/00 11
721161800 03 11/01/00 25
1
721161800 O 10/01/30
0
3966939 225/225 F 360,000.00 ZZ
360 359,781.91 1
1029 RIVERTON ROAD 8.500 2,768.09 90
8.250 2,768.09 400,000.00
MOORESTOWN NJ 08057 1 09/29/00 11
6507514 05 11/01/00 25
6507514 O 10/01/30
0
3967481 253/253 F 400,000.00 ZZ
360 400,000.00 1
6100 BUFFALO GRASS CT NE 8.250 3,005.07 62
8.000 3,005.07 650,000.00
ALBUQUERQUE NM 87111 1 10/27/00 00
958038 03 12/01/00 0
958038 O 11/01/30
0
3968016 253/253 F 446,000.00 ZZ
360 446,000.00 1
41 CAMINO DE MILAGRO 8.125 3,311.54 64
7.875 3,311.54 700,000.00
SANTA FE NM 87501 4 11/19/00 00
946356 05 12/01/00 0
946356 O 11/01/30
0
3968217 163/163 F 370,000.00 ZZ
360 370,000.00 1
44 EARLE AVENUE 8.125 2,747.24 74
7.875 2,747.24 500,000.00
ROCKVILLE CENTR NY 11570 1 10/05/00 00
1000221485 05 12/01/00 0
1000221485 O 11/01/30
0
3969575 225/225 F 330,000.00 ZZ
360 329,789.57 1
62 WINDWARD WAY 8.250 2,479.18 78
8.000 2,479.18 425,000.00
RED BANK BOROUG NJ 07701 1 09/28/00 00
6509416 03 11/01/00 0
6509416 O 10/01/30
0
1
3969712 225/225 F 650,000.00 T
360 649,606.23 1
63 OLD HUBBARD ROAD 8.500 4,997.94 80
8.250 4,997.94 816,900.00
MEREDITH NH 03253 1 09/29/00 00
6510088 05 11/01/00 0
6510088 O 10/01/30
0
3969889 225/225 F 272,000.00 ZZ
360 271,822.08 1
510 JAMES DOAK PARKWAY 8.125 2,019.59 80
7.875 2,019.59 341,000.00
GREENSBORO NC 27455 1 09/11/00 00
6508219 03 11/01/00 0
6508219 O 10/01/30
0
3970140 225/225 F 278,000.00 T
360 277,813.46 1
1541 FRONT STREET 8.000 2,039.87 69
7.750 2,039.87 405,000.00
BEAUFORT NC 28516 1 09/08/00 00
6510866 05 11/01/00 0
6510866 O 10/01/30
0
3970469 225/225 F 432,588.80 ZZ
360 432,339.91 1
407 SHADOW CREEK COURT 8.750 3,403.18 85
8.500 3,403.18 510,000.00
PALOS HEIGHTS IL 60463 1 09/07/00 10
7201310 05 11/01/00 12
7201310 O 10/01/30
0
3971833 225/225 F 438,000.00 ZZ
360 437,713.48 1
1609 FLAGLER AVENUE 8.125 3,252.14 75
7.875 3,252.14 585,000.00
KEY WEST FL 33040 1 10/03/00 00
6513477 05 11/01/00 0
6513477 O 10/01/30
0
3971836 225/225 F 392,000.00 T
360 391,743.58 1
16711 COLLINS AVENUE UNIT 1407 8.125 2,910.59 80
7.875 2,910.59 490,000.00
1
SUNNY ISLES BEA FL 33160 1 09/29/00 00
6513424 08 11/01/00 0
6513424 O 10/01/30
0
3971840 225/225 F 343,200.00 ZZ
360 342,588.64 1
81 IRON BRIDGE ROAD 7.875 2,488.44 80
7.625 2,488.44 430,000.00
HAMILTON NJ 08619 1 09/14/00 00
6509847 05 11/01/00 0
6509847 O 10/01/30
0
3975933 964/G01 F 411,000.00 ZZ
360 411,000.00 1
842 ROSEMOUNT ROAD 8.125 3,051.66 66
7.875 3,051.66 630,000.00
OAKLAND CA 94610 2 10/25/00 00
0432397875 05 12/01/00 0
91262 O 11/01/30
0
3978136 163/163 F 370,000.00 ZZ
360 370,000.00 1
3 SOUTHERLY DRIVE 8.500 2,844.98 79
8.250 2,844.98 469,000.00
NEW CITY NY 10955 1 10/17/00 00
1000159283 05 12/01/00 0
1000159283 O 11/01/30
0
3979368 964/G01 F 334,800.00 ZZ
360 334,800.00 1
3085 LAKEMONT DRIVE #4 8.375 2,544.72 80
8.125 2,544.72 418,500.00
SAN RAMON CA 94583 1 10/13/00 00
0432397222 01 12/01/00 0
84669 O 11/01/30
0
3985644 M32/M32 F 393,500.00 T
360 393,500.00 1
2424 HAVEN AVENUE 8.500 3,025.68 100
8.250 3,025.68 393,500.00
OCEAN CITY NJ 08226 1 10/17/00 00
685007748 05 12/01/00 0
685007748 O 11/01/30
0
1
3985915 M32/M32 F 278,800.00 T
360 278,800.00 1
721 WEST SHORE ROAD 8.125 2,070.09 80
7.875 2,070.09 349,500.00
ALEXANDRIA NH 03222 1 10/19/00 00
385025361 05 12/01/00 0
385025361 O 11/01/30
0
TOTAL NUMBER OF LOANS : 1,452
TOTAL ORIGINAL BALANCE : 519,023,852.80
TOTAL PRINCIPAL BALANCE : 518,565,784.32
TOTAL ORIGINAL P+I : 3,921,989.10
TOTAL CURRENT P+I : 3,921,989.10
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage RateDiscount Fraction PO Balance
3818748 "$295,456.62 " 0.06845 0.087333333 "$25,803.21 "
3826351 "$260,120.40 " 0.06845 0.087333333 "$22,717.18 "
3873800 "$371,743.99 " 0.07345 0.020666667 "$7,682.71 "
3873819 "$388,532.43 " 0.07345 0.020666667 "$8,029.67 "
3873813 "$499,664.50 " 0.0747 0.004 "$1,998.66 "
3828676 "$339,397.12 " 0.0747 0.004 "$1,357.59 "
3828677 "$449,698.06 " 0.0747 0.004 "$1,798.79 "
3828684 "$299,798.70 " 0.0747 0.004 "$1,199.19 "
3833001 "$331,765.68 " 0.0747 0.004 "$1,327.06 "
3848238 "$349,752.97 " 0.0747 0.004 "$1,399.01 "
3858660 "$280,000.00 " 0.0747 0.004 "$1,120.00 "
3873796 "$440,251.30 " 0.0747 0.004 "$1,761.01 "
3674768 "$498,934.47 " 0.0747 0.004 "$1,995.74 "
3873806 "$456,693.36 " 0.0747 0.004 "$1,826.77 "
3947360 "$420,000.00 " 0.0747 0.004 "$1,680.00 "
3888855 "$376,000.00 " 0.0747 0.004 "$1,504.00 "
3896217 "$277,753.33 " 0.0747 0.004 "$1,111.01 "
3896218 "$571,616.19 " 0.0747 0.004 "$2,286.46 "
3896224 "$618,750.00 " 0.0747 0.004 "$2,475.00 "
3896225 "$650,000.00 " 0.0747 0.004 "$2,600.00 "
3926763 "$410,700.00 " 0.0747 0.004 "$1,642.80 "
3939949 "$279,802.37 " 0.0747 0.004 "$1,119.21 "
3947354 "$360,000.00 " 0.0747 0.004 "$1,440.00 "
3947357 "$650,000.00 " 0.0747 0.004 "$2,600.00 "
3947359 "$344,550.00 " 0.0747 0.004 "$1,378.20 "
3873802 "$448,199.06 " 0.0747 0.004 "$1,792.80 "
<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 Pool Strip Rate for such Distribution Date
and the Pass-Through Rate with respect to the Class A-V Certificates and each
Subclass, if any, thereof;
-44-
<PAGE>
(xiii) [RESERVED];
(xiv) the Notional Amount with respect to each class of Interest Only
Certificates and each Subclass Notional Amount;
(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; and
(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.
-45-
<PAGE>
EXHIBIT FOUR
EXECUTION COPY
--------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2000
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..........................................30
Section 2.02 Acceptance by Trustee.................................................36
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................37
Section 2.04 Representations and Warranties of Sellers.............................39
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I.......................................40
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
Acceptance by the Trustee.............................................41
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.............41
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer....................................41
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.................42
Section 3.03 Successor Subservicers................................................43
Section 3.04 Liability of the Master Servicer......................................44
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................44
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...............................................................45
Section 3.08 Subservicing Accounts; Servicing Accounts.............................47
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................49
Section 3.10 Permitted Withdrawals from the Custodial Account......................49
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................51
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52
i
<PAGE>
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................53
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................55
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................58
Section 3.16 Servicing and Other Compensation; Compensating Interest...............60
Section 3.17 Reports to the Trustee and the Company................................61
Section 3.18 Annual Statement as to Compliance.....................................61
Section 3.19 Annual Independent Public Accountants' Servicing Report...............61
Section 3.20 Rights of the Company in Respect of the Master Servicer...............62
Section 3.21 Administration of Buydown Funds.......................................62
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................63
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.........................................66
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........66
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................66
Section 4.08 Surety Bond...........................................................66
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates......................................................67
Section 5.02 Registration of Transfer and Exchange of Certificates.................69
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................74
Section 5.04 Persons Deemed Owners.................................................75
Section 5.05 Appointment of Paying Agent...........................................75
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.........77
Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.................77
Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others
.....................................................................78
Section 6.04 Company and Master Servicer Not to Resign.............................79
ARTICLE VII
ii
<PAGE>
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...........................................83
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................83
Section 8.02 Certain Matters Affecting the Trustee.................................85
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................86
Section 8.04 Trustee May Own Certificates..........................................87
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...87
Section 8.06 Eligibility Requirements for Trustee..................................88
Section 8.07 Resignation and Removal of the Trustee................................88
Section 8.08 Successor Trustee.....................................................89
Section 8.09 Merger or Consolidation of Trustee....................................89
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................90
Section 8.11 Appointment of Custodians.............................................91
Section 8.12 Appointment of Office or Agency.......................................91
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...................................94
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)...............................................99
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................99
Section 11.02 Recordation of Agreement; Counterparts...............................101
Section 11.03 Limitation on Rights of Certificateholders...........................102
Section 11.04 Governing Law........................................................102
Section 11.05 Notices..............................................................103
Section 11.06 Required Notices to Rating Agency and Subservicer....................103
iii
<PAGE>
Section 11.07 Severability of Provisions...........................................103
Section 11.08 Supplemental Provisions for Resecuritization.........................104
Section 11.09 Allocation of Voting Rights..........................................104
</TABLE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
iv
<PAGE>
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of November 1, 2000 (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
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of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to the second
paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn
by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount
shall be determined separately for each Loan Group. Additionally, with respect
to any Mortgage Pool that is comprised of two or more Loan Groups, if on any
Distribution Date Compensating Interest provided pursuant to 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, and, in respect of any Insured
Certificates, the Certificate Insurer to the extent of Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a Non-United
States Person shall be a holder of a Class R Certificate for purposes hereof
and, solely for the purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other than a Class R Certificate, registered in the
name of the Company, the Master Servicer or any Subservicer or any Affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest or
Voting Rights evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights necessary
to effect any such consent or direction has been obtained. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
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.
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Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02.
Class A-V Certificate: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
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.
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Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986.
Combined Collateral LLC: Combined Collateral LLC, a Delaware limited
liability company.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, 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.
Cumulative Insurance Payments: As defined in the Series Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
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: Fitch, 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.
Interim Certification: As defined in Section 2.02.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
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Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
MLCC: 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, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO
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Disposition and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations
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of a domestic branch of a foreign depository institution or trust
company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is
the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or
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description pledged by Combined Collateral LLC as security in respect of any
Realized Losses in connection with such Mortgage Loan up to the Pledged Amount
for such Mortgage Loan, and any related collateral, or such other collateral as
may be set forth in the Series Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to any
Series, this Standard Terms together with the related Series Supplement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the 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.
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Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
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;
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(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up to the Due Date in the Due Period related
to the Distribution Date on which such Realized Loss will be
allocated pursuant to Section 4.05 on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement thereunder but which have not been previously
reimbursed,
(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
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reduced, and (ii) any such amount with respect to a Monthly
Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the
Purchase Price of such Mortgage Loan is received or is deemed to
have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
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, provided that, for purposes solely of the
restrictions on the transfer of residual interests, no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States Person unless all persons that own an
interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are required by the
applicable operating agreement to be United States Persons, any state thereof,
or the District of Columbia (except in the case of a partnership, to the extent
provided in Treasury regulations) or any political subdivision thereof, or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage
with evidence of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, an original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of
such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee (or
to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation
noted thereon or attached thereto, or a copy of such assignment
or assignments of the Mortgage with evidence of recording
indicated thereon; and
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(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) 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
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UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in connection
with any Mortgage Loan, if the Company cannot deliver the original of the
Mortgage, any assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
because of (i) a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation
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statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim Certification issued
by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, within 30 Business Days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Company to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Company further agrees that it will
not, and will not permit the Master Servicer to, and the Master 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;
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(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
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 as in effect (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
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and filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Company, (3) any transfer
of any interest of Residential Funding or the Company in any Mortgage Loan or
(4) any transfer of any interest of Residential Funding or the Company in any
Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in 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.
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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) above (except that for purposes of such acknowledgment only, a
Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as
its agent, holds and will hold such documents and the other documents
constituting a part of the Mortgage Files delivered to it, or a Custodian as its
agent, and the rights of Residential Funding with respect to any Pledged Assets,
Additional Collateral and the Surety Bond assigned to the Trustee pursuant to
Section 2.01, in trust for the use and benefit of all present and future
Certificateholders. The Trustee or Custodian (such Custodian being so obligated
under a Custodial Agreement) agrees, for the benefit of Certificateholders, to
review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45
days after the Closing Date to ascertain that all required documents
(specifically as set forth in Section 2.01(b)), have been executed and received,
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to
the Trustee a certificate (the "Interim Certification") to the effect that all
documents required to be delivered pursuant to Section 2.01(b) above have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Upon delivery of the Mortgage
Files by the Company or the Master Servicer, the Trustee shall acknowledge
receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent of the Trustee)
of the documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 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
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prepared by the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Seller or its designee or the Subservicer or its
designee, as the case may be, any Mortgage Loan released pursuant hereto and
thereafter such Mortgage Loan shall not be part of the Trust Fund. In
furtherance of the foregoing, if the Subservicer or Seller that repurchases the
Mortgage Loan is not a member of MERS and the Mortgage is registered on the
MERS(R) System, the Master Servicer, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to such
Subservicer or Seller and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations. It is understood and agreed that the obligation of the Seller or
the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan as
to which a material and adverse defect in or omission of a constituent document
exists shall constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(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
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of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master 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.
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(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's rights under such Seller's Agreement relate to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement that have been assigned to the Trustee
pursuant to this Section 2.04 or of a breach of any of the representations and
warranties made in the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form if required pursuant to Section
2.01, and such other documents and agreements as are required by Section 2.01,
with the Mortgage Note endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and will be retained
by the Master Servicer and remitted by the Master Servicer to Residential
Funding on the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage 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
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of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential Funding's rights in respect of such representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the Trustee's right, title and
interest in respect of the Seller's Agreement and the Assignment Agreement
applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I.
As provided in Section 2.05 of the Series Supplement.
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Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
As provided in Section 2.06 of the Series Supplement.
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.
As provided in Section 2.07 of the Series Supplement.
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 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
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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 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
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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 insofar as the Company's rights with respect to such obligation has
been assigned to the Trustee hereunder, to the extent that the non-performance
of any such Seller's obligation would have a material and adverse effect on a
Mortgage Loan, including, without limitation, the obligation to purchase a
Mortgage Loan on account of defective documentation, as described in Section
2.02, or on account of a breach of a representation or warranty, as described in
Section 2.04. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer would employ in its good faith business judgment and which are normal
and usual in its general mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed. For purposes of clarification only, the parties agree that the
foregoing is not intended to, and does not, limit the ability of the Master
Servicer to be reimbursed for expenses that are incurred in connection with the
enforcement of a Seller's obligations (insofar as the Company's rights with
respect to such Seller's obligations have been assigned to the Trustee
hereunder) and are reimbursable pursuant to Section 3.10(a)(viii).
Section 3.03 Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either
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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 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
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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 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;
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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;
(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
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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.
Section 3.08 Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the
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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 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
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when the tax, premium or other cost for which such payment is intended is due,
but the Master Servicer shall be required so to advance only to the extent that
such advances, in the good faith judgment of the Master Servicer, will be
recoverable by the Master Servicer out of Insurance Proceeds, Liquidation
Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding
the Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular 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
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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, in accordance with this
Agreement, any repurchase, substitution or indemnification
obligation of any Seller (other than an Affiliate of the Company)
pursuant to the related Seller's Agreement;
(ix) to reimburse itself for Servicing Advances expended
by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause,
and (b) in connection with the liquidation of a Mortgage Loan or
disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage
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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 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
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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 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
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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:
(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
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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 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
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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
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
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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 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
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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 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
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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 successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit F, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting
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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.
(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.
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Section 3.16 Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating 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).
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Section 3.17 Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18 Annual Statement as to Compliance.
The Master Servicer will deliver to the Company, the Trustee and any
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially
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in accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20 Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21 Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(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
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related Primary Insurance Policy if the Mortgaged Property is transferred to
such insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand not later than the Business Day next preceding
the Distribution Date next following the date of such investment (except that
(i) any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02 Distributions.
As provided in Section 4.02 of the Series Supplement.
Section 4.03 Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth information as to each Class of
Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or
more
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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.
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 Certificate Insurer, any Paying Agent and the Company (the
information in such statement to be made available to Certificateholders by the
Master Servicer on request) setting forth (i) the Available Distribution Amount
and (ii) the amounts required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a). The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master
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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.
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.
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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.
If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
Section 4.08 Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
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(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such 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.
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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.
(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
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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 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
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provide such Opinion of Counsel at their own expense); provided that such
Opinion of Counsel will not be required in connection with the initial transfer
of any such Certificate by the Company or any Affiliate thereof to the Company
or an Affiliate of the Company and (B) the Trustee shall require the transferee
to execute a representation letter, substantially in the form of Exhibit H
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e) (i) In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (A) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer or (B) the prospective
Transferee shall be required to provide the Trustee, the Company and the Master
Servicer with a certification to the effect set forth in paragraph six of
Exhibit H (with respect to any Class B Certificate) or paragraph fourteen of
Exhibit G-1 (with respect to any Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Class B Certificate, the
following conditions are satisfied: (i) such Transferee is
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an insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied (each entity that satisfies this clause (b), a
"Complying Insurance Company").
(ii) Any Transferee of a Class M Certificate will be
deemed to have represented by virtue of its purchase or holding
of such Certificate (or interest therein) that either (a) such
Transferee is not a Plan Investor, (b) it has acquired and is
holding such Certificate in reliance on Prohibited Transaction
Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE
2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (the "RFC
Exemption"), and that it understands that there are certain
conditions to the availability of the RFC Exemption including
that such Certificate must be rated, at the time of purchase, not
lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's or (c) such Certificate is rated at least "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Moody's at the
time of purchase by such Transferee or (c) such Transferee is a
Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest
therein) is acquired or held by any Person that does not satisfy
the conditions described in paragraph (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor, (ii)
acquired such Certificate in compliance with the RFC Exemption,
or (iii) is a Complying Insurance Company shall be restored, to
the extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of such Class M Certificate. The Trustee shall be under
no liability to any Person for making any payments due on such
Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose
acquisition or holding of any Class M Certificate (or
interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and
hold harmless the Company, the Trustee, the Master
Servicer, any Subservicer, and the Trust Fund from and
against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition
or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
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(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 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."
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(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 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
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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.
(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
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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, any Certificate Insurer, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, any Certificate Insurer or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and neither the Company, the Master
Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar nor
any agent of the Company, the Master Servicer, the Trustee, any Certificate
Insurer or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
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
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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 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
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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.
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
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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 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
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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.
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
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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 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
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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.
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
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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 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.
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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 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.
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(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;
(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.
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(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 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
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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 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.
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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.
(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
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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 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
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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 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
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further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of 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,
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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 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
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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 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
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(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 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.
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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
(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
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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 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,
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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 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
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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.
(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.
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(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.
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.
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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,
(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,
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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 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.
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(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
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.
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(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee 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.
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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,
(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
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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.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
Section 11.09 Allocation of Voting Rights.
As provided in Section 11.09 of the Series Supplement.
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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.]
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 _______- ___________
</TABLE>
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.
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 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"), (B) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997), AND PTE 2000-58, 65 FED. REG. 67765
(NOVEMBER 13, 2000) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT
SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-"
(OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR MOODY'S OR (C)(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
<PAGE>
SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").
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, (II) ACQUIRED SUCH
CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (III) IS A COMPLYING
INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF
SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
<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, 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, (B) it has acquired and is holding this Certificate in reliance on the
RFC Exemption and that it understands that there are certain conditions to the
availability of the RFC Exemption including that this Certificate must be rated,
at the time of purchase, not lower than "BBB-" (or its equivalent) by Standard &
Poor's, Fitch or Moody's or (C) the transferee is a Complying Insurance Company.
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.
<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,
<PAGE>
the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the
Master Servicer and ___________, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
<PAGE>
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non- exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement, either stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate
<PAGE>
for registration of transfer at the offices or agencies appointed by the Trustee
in the City and State of New York, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<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 , 200 .
[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 ___________ , 200___ .
_________________________________
NOTARY PUBLIC
COUNTY OF _______________________
STATE OF _________________________
My Commission expires the day of________, 20____ .
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
___________, 20____
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:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller
<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.
4. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
_________________________________
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT H
FORM OF INVESTOR REPRESENTATION LETTER
________________, 20____
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 ___________, 20___, 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 I
FORM OF TRANSFEROR REPRESENTATION LETTER
__________, 20___
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 ________
___________ , 20_____
[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
_________ , 20____
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.
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Very truly yours,
(Lender)
By:
Name:
Title:
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EXHIBIT N
FORM OF REQUEST FOR EXCHANGE
[Date]
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series [________]
Residential Funding Corporation, as the Holder of a ____%
Percentage Interest of the [Class/Subclass] of Class A-V Certificates, hereby
requests the Trustee to exchange the above-referenced Certificates for the
Subclasses referred to below:
1. Class A-V Certificates, corresponding to the following
Uncertificated REMIC Regular Interests: [List numbers
corresponding to the related loans and Pool Strip Rates
from the Mortgage Loan Schedule]. The Initial Subclass
Notional Amount and the initial Pass-Through Rate on the
Class A-V Certificates will be $___________ and _____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC Regular Interests represented by the Class A-V
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of _______,
among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and Bank One National Association , as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
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