RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
Dated as of May 1, 2000,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Mortgage Pass-Through Certificates
Series 2000-S6
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<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01 Definitions............................................................3
Section 1.02 Use of Words and Phrases..............................................15
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)
.....................................................................16
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......16
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company..............................................................16
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
Terms)...............................................................18
Section 2.05 Execution and Authentication of Certificates.........................18
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer (See Section 3.01 of the Standard Terms)
20
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations (See Section 3.02 of
the Standard Terms)...................................................20
Section 3.03 Successor Subservicers (See Section 3.03 of the Standard Terms).......20
Section 3.04 Liability of the Master Servicer (See Section 3.04 of the Standard Terms)
.....................................................................20
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders (See Section 3.05 of the Standard Terms)...........20
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee (See
Section 3.06 of the Standard Terms)...................................20
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account (See Section 3.07 of the Standard Terms)......................20
Section 3.08 Subservicing Accounts; Servicing Accounts (See Section 3.08 of the
Standard Terms).......................................................20
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Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans (See Section 3.09 of the Standard Terms)........................20
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder (See
Section 3.11 of the Standard Terms)...................................20
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage (See
Section 3.12 of the Standard Terms)...................................20
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments (See Section 3.13 of the Standard Terms)
20
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................20
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................21
Section 3.17 Reports to the Trustee and the Company (See Section 3.17 of the Standard
Terms)................................................................21
Section 3.18 Annual Statement as to Compliance.....................................21
Section 3.19 Annual Independent Public Accountants' Servicing Report...............21
Section 3.20 Rights of the Company in Respect of the Master Servicer (See Section 3.20
of the Standard Terms)................................................22
Section 3.21 Administration of Buydown Funds.......................................22
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........23
Section 4.02 Distributions.........................................................23
Section 4.03 Statements to Certificateholders......................................33
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................34
Section 4.05 Allocation of Realized Losses.........................................35
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)..................................37
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms).......................................................37
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................37
Section 4.09 Reserve Fund..........................................................37
Section 4.10 Rounding Account......................................................37
Section 4.11 Principal Distributions on the Insured Certificates...................38
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates (See Section 5.01 of the Standard Terms)............. 43
Section 5.02 Registration of Transfer and Exchange of Certificates (See Section 5.02 of
the Standard Terms)...................................................43
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates (See Section 5.03 of the
Standard Terms).......................................................43
Section 5.04 Persons Deemed Owners................................................. 43
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Section 5.05 Appointment of Paying Agent (See Section 5.05 of the Standard Terms)
.....................................................................43
Section 5.06 Optional Purchase of Certificates.....................................43
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans.....................................49
Section 9.02 Additional Termination Requirements (See Section 9.02 of the Standard
Terms.................................................................51
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)......52
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)................................52
Section 10.03 Designation of REMIC(s)...............................................52
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........52
Section 10.05 Compliance with Withholding Requirements..............................53
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).................54
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
Terms)................................................................54
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms).......................................................54
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)............54
Section 11.05 Notices...............................................................54
Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)...................................................55
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Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
.....................................................................55
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms).......................................................55
Section 11.09 Allocation of Voting Rights...........................................55
ARTICLE XII
CERTAIN MATTERS REGARDING FINANCIAL SECURITY
Section 12.01.Rights of Financial Security to Exercise Rights of
Insured Certificateholders .........................................56
Section 12.02.Claims Upon the FSA Policy; FSA Policy Payments Account...............56
Section 12.03.Effect of Payments by Financial Security; Subrogations................57
Section 12.04.Notices and Information to Financial Security.........................58
Section 12.05.Trustee to Hold FSA Policy............................................58
Section 12.06.FSA Reserve Account...................................................58
Section 12.07.Payment of Insurance Premium..........................................59
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EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of December 1, 1999
Exhibit Five: FSA Policy
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This is a Series Supplement, dated as of May 1, 2000 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 and attached as Exhibit Four hereto (the "Standard Terms"
and, together with this Series Supplement, the "Pooling and Servicing Agreement"
or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund and the Reserve Fund), as a
real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
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The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate Standard &
Pass-Through Principal Maturity Poor's/ Minimum
Designation Rate Balance Features1 Date Fitch IBCA Denominations2
Senior/Accretion
<S> <C> <C> <C> <C> <C> <C>
Class A-1 7.75% $ 221,407,000.00 Directed May 25, 2030 AAA/AAA $25,000
Class A-2 7.75% $ 18,957,000.00 Senior/Accrual May 25, 2030 AAA/AAA $25,000
Class A-3 7.93% $ 28,735,000.00Senior/Insured/RetailMay 25, 2030 AAA/AAA3 $1,000
Class A-4 0.00% $ 965,000.00Senior/Principal OnlyMay 25, 2030 AAAr/AAA $25,000
enior/Prepayment
Class A-5 7.75% $ 29,961,000.00S Lockout May 25, 2030 AAA/AAA $25,000
Senior/Principal
Class A-P 0.00% $ 1,152,899.94 Only May 25, 2030 AAAr/AAA $25,000
Class A-V Variable Rate $ 0.00Senior/Interest Only May 25, 2030 AAAr/AAA 20%
Class R 7.75% $ 100.00Senior/Residual May 25, 2030 AAA/AAA 20%
Class M-1 7.75% $ 6,588,400.00 Mezzanine May 25, 2030 N/A/AA $25,000
Class M-2 7.75% $ 2,353,000.00 Mezzanine May 25, 2030 N/A/A $250,000
Class M-3 7.75% $ 1,411,800.00Mezzanine May 25, 2030 N/A/BBB $250,000
Class B-1 7.75% $ 941,200.00Subordinate May 25, 2030 N/A/BB $250,000
Class B-2 7.75% $ 627,500.00Subordinate May 25, 2030 N/A/B $250,000
Class B-3 7.75% $ 627,530.80Subordinate May 25, 2030 N/A $250,000
</TABLE>
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $313,727,430.74.
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, Class A-4, Class A-5 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-3, Class
A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof,
except that one Certificate of any of the Class A-P and Class B
Certificates that contains an uneven multiple of $1,000 shall be issued in
a denomination equal to the sum of the related minimum denomination set
forth above and such uneven multiple for such Class or the sum of such
denomination and an integral multiple of $1,000. The Class R and Class A-V
Certificates shall be issuable in minimum denominations of not less than a
20% Percentage Interest; provided, however, that one Class R Certificate
will be issuable to Residential Funding as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
3 The ratings on the Class A-3 Certificates have been determined without
regard to the FSA Policy issued by Financial Security.
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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 for that date will be payable to the Class A-2 Certificateholders
pursuant to Section 4.02(a)(i) hereof.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans (to the
extent not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 3.16,
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses,
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Excess Bankruptcy Losses and Extraordinary Losses) not allocated
solely to one or more specific Classes of Certificates pursuant
to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans which remained unreimbursed following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property or (B)
made with respect to delinquencies that were ultimately
determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding sentence that are allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05. Notwithstanding the foregoing, Accrued Certificate Interest distributed on
the Insured Certificates will be increased by (x) the amount of any Reserve Fund
Withdrawal and (y) the portion of any FSA Insurance Payment for such
Distribution Date allocable to interest.
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$123,283 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans, if any) having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan
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remaining in the Mortgage Pool (other than Additional Collateral
Loans, if any) which had an original Loan-to-Value Ratio of 80%
or greater that would result if the Net Mortgage Rate thereof was
equal to the weighted average (based on the principal balance of
the Mortgage Loans as of the Relevant Anniversary) of the Net
Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary less 1.25% per annum, (y) a number equal to the
weighted average remaining term to maturity, in months, of all
Non-Primary Residence Loans remaining in the Mortgage Pool as of
the Relevant Anniversary, and (z) one plus the quotient of the
number of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided by the total number of Outstanding Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary, and
(ii) $50,000, over
(2) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the FSA Policy in the case of the Class A-3 Certificates) below
the lower of the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2000-S6" and which must be an Eligible
Account.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, and, in respect of the Insured
Certificates, Financial Security to the extent of Cumulative Insurance Payments,
except that neither a Disqualified Organization nor a Non-United States Person
shall be a holder of a Class R Certificate for purposes hereof and, solely for
the purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R Certificate, registered in the name of the
Company, the Master Servicer or any Subservicer or any Affiliate thereof shall
be deemed not to be outstanding and the Percentage Interest or Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect
any such consent or direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
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Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a), or Section 4.02(i)
with respect to the Insured Certificates, and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, however, that solely for
purposes of determining Financial Security's rights as subrogee
to the Insured Certificateholders, the Certificate Principal
Balance of any Insured Certificate shall be deemed to not be
reduced by any principal amounts paid to the Holder thereof from
FSA Insurance Payments, unless such amounts have been reimbursed
to Financial Security pursuant to Section 4.02(a)(xvi) or Section
4.02(f);
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding not taking into consideration any reductions in
the Certificate Principal Balance of the Insured Certificates due to a
withdrawal of funds from the Rounding Account.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-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: May 26, 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-S6.
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Cumulative Insurance Payments: As of any time of determination, the
aggregate of all FSA Insurance Payments previously made by Financial Security
under the FSA Policy minus the aggregate of all payments previously made to
Financial Security pursuant to Sections 4.02(a)(xvi) and 4.02(f) of this Series
Supplement as reimbursement for FSA Insurance Payments.
Cut-off Date: May 1, 2000.
Deceased Holder: A Certificate Owner of an Insured Certificate who was
living at the time such interest was acquired and whose authorized personal
representative, surviving tenant by the entirety, surviving joint tenant or
surviving tenant in common or other person empowered to act on behalf of a
deceased Certificate Owner causes to be furnished to the Depository Participant
evidence of death satisfactory to the Depository Participant and any tax waivers
requested by the Depository Participant.
Discount Net Mortgage Rate: 7.75% per annum.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Financial Security: Financial Security Assurance Inc., a stock insurance
company organized and created under the laws of the State of New York, and any
successors thereto.
Financial Security Default: The existence and continuance of a failure
by Financial Security to make a payment required under the FSA Policy in
accordance with its terms.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the third to the fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the most recent
anniversary of the Cut-off Date up to such date of
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<PAGE>
determination. On and after the fifth anniversary of the Cut-off Date, the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the FSA Policy in the case of the Class A-3 Certificates) below
the lower of the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
FSA Insurance Payment: Any payment made by Financial Security with
respect to any Insured Certificates under the FSA Policy.
FSA Policy: The Certificate Guaranty Insurance Policy (No. 50937-N) issued
by Financial Security for the benefit of the Holders of any Insured
Certificates, including any endorsements thereto, attached hereto as Exhibit
Five.
FSA Policy Payments Account: The account established pursuant to Section
12.02(b) of this Series Supplement.
FSA Reserve Account: The account established pursuant to Section 12.06 of
this Series Supplement.
Guaranteed Distribution: With respect to any Insured Certificates and any
Distribution Date, as defined in the FSA Policy.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Individual Insured Certificate: An Insured Certificate that evidences
$1,000 Initial Certificate Principal Balance.
Initial Monthly Payment Fund: $68,763, representing one month's interest
at the Net Mortgage Rate during the Due Period ending in June 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
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Subordinate Certificates divided by the aggregate Stated Principal Balance of
all the Mortgage Loans as of the Cut-off Date as follows:
Class M-1: 2.10% Class B-1: 0.30%
Class M-2: 0.75% Class B-2: 0.20%
Class M-3: 0.45% Class B-3: 0.20%
Insurance Premium: With respect to the FSA Policy and any Distribution
Date, an amount equal to one-twelfth of 0.0802662258570% of the Certificate
Principal Balance of the Insured Certificates.
Insured Certificates: Any one of the Class A-3 Certificates.
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any one of the Class A-V Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
Living Owner: A Certificate Owner of an Insured Certificate other than a
Deceased Holder.
Lockout Prepayment Percentage: For any Distribution Date occurring prior
to the Distribution Date in June 2005, 0%; for any Distribution Date occurring
after May 2005 but prior to June 2006, 30%; for any Distribution Date occurring
after May 2006 but prior to June 2007, 40%; for any Distribution Date occurring
after May 2007 but prior to June 2008, 60%; for any Distribution Date occurring
after May 2008 but prior to June 2009, 80%; and for any Distribution Date after
May 2009, 100%.
Maturity Date: May 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");
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(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.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) of this Series Supplement. The
determination by the Master Servicer that it has made a Nonrecoverable Advance
or that any proposed Advance would constitute a Nonrecoverable Advance, shall be
evidenced by an Officers' Certificate delivered to the Company, the Trustee and
Financial Security.
Notional Amount: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-V and Principal Only Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto. With respect to the Class
A-V Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or,
with respect to the initial Distribution Date, at the close of business on the
Cut- off Date). With respect to the Class A-V Certificates and the initial
Distribution Date the Pass- Through Rate is equal to 0.3890% 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
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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
June 2005 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class,
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the "Adjustment Percentage"); and (d) for purposes of such Distribution
Date, the Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each Maturing Class had
not been reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Lockout Certificates: Any one of the Class A-5 Certificates.
Principal Only Certificates: Any one of the Class A-4 Certificates or A-P
Certificates.
Random Lot: With respect to any Distribution Date, the method by which
the Depository will determine which Insured Certificates will be paid, using its
established random lot procedures or, if the Insured Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.
Reserve Fund: Any one or more segregated trust accounts that are
Eligible Accounts, which shall be titled "Reserve Fund, Bank One, National
Association, as trustee for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2000-S6,
Class A-3."
Reserve Fund Deposit: $9,500.
Reserve Fund Withdrawal: As defined in Section 4.09.
Rounding Account: With respect to the Insured Certificates, the account
created and maintained pursuant to Section 4.10.
Rounding Amount: With respect to the Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates upward to the next higher integral multiple of $1,000.
Senior Certificate: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D respectively.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series
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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), (xvii) and (xviii) of this Series Supplement.
Senior Underwriter: Greenwich Capital Markets, Inc.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,137,274 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
32.91% (which percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the FSA Policy in the case of the Class A-3 Certificates) below
the lower of the then- current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement
(without giving effect to the Senior Percentage) to the extent not payable to
the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates
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then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such collections are
not otherwise distributed to the Senior Certificates; (iii) the product of (x)
the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the Senior Certificates; (iv) if such Class is the
Class of Subordinate Certificates with the Highest Priority, any Excess
Subordinate Principal Amount for such Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a Class of
Subordinate Certificates minus (b) with respect to the Class of Subordinate
Certificates with the Lowest Priority, any Excess Subordinate Principal Amount
for such Distribution Date; provided, however, that the Subordinate Principal
Distribution Amount for any Class of Subordinate Certificates on any
Distribution Date shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.
Trust Fund: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made (except as provided below)
pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan,
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
(v) the Rounding Account, and
(vi) all proceeds of clauses (i) through (v) above.
Notwithstanding the foregoing, the REMIC election specifically excludes
the Initial Monthly Payment Fund.
Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such
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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 Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).
Uncertificated REMIC Regular Interests: The 58 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 7.75%, each having no
principal balance and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the
plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for
the benefit of Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so Delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, except with
respect to two mortgage loans representing approximately 0.2% 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 such balance if the
Loan-to- Value Ratio is between 95.00% and 90.01%, (b) at least
25% of the balance if the Loan-to-Value Ratio is between 90.00%
and 85.01%, and (c) at least 12% of the balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of
the Company's knowledge, each such Primary Insurance Policy is in
full force and effect and the Trustee is entitled to the benefits
thereunder. Thirteen Pledged Asset Mortgage Loans representing
1.8% of the aggregate Stated Principal Balance of the Mortgage
Loans will be secured by Pledged Assets in addition to the
related Mortgaged Property and in lieu of any Primary Insurance
Policy;
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(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 0.70% 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 0.70% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(vii) If the improvements securing a Mortgage Loan are in
a federally designated special flood hazard area, flood insurance
in the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) No more than 7.95% 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 0.1% of the Mortgage Loans are Buydown
Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to any Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged
Property as of the date the Mortgage Loan was originated was not
less than the appraised value of such property at the time of
origination of the refinanced Mortgage Loan or (b) the Loan-
to-Value Ratio of the Mortgage Loan as of the date of origination
of the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)1.8% of the Mortgage Loans are Pledged Asset Loans
and none of the Mortgage Loans are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See Section
2.04 of the Standard Terms)
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
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acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed by an officer
of the Company has executed and caused to be authenticated and delivered to or
upon the order of the Company the Certificates in authorized denominations which
evidence ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer (See Section 3.01 of the
Standard Terms).
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations (See Section 3.02 of the Standard Terms).
Section 3.03 Successor Subservicers (See Section 3.03 of the Standard
Terms).
Section 3.04 Liability of the Master Servicer (See Section 3.04 of the
Standard Terms).
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders (See Section 3.05 of the
Standard Terms).
Section 3.06 Assumption or Termination of Subservicing Agreements
by Trustee (See Section 3.06 of the Standard Terms).
Section 3.07 Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account (See Section 3.07 of the
Standard Terms).
Section 3.08 Subservicing Accounts; Servicing Accounts (See
Section 3.08 of the Standard Terms).
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage Loans (See Section 3.09 of the
Standard Terms).
Section 3.10 Permitted Withdrawals from the Custodial Account (See
Section 3.10 of the Standard Terms).
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder (See Section 3.11 of the Standard
Terms).
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage (See Section 3.12 of the Standard
Terms).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments (See Section
3.13 of the Standard Terms).
Section 3.14 Realization Upon Defaulted Mortgage Loans (See
Section 3.14 of the Standard Terms).
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Section 3.15 Trustee to Cooperate; Release of Mortgage Files (See
Section 3.15 of the Standard Terms).
Section 3.16 Servicing and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard Terms)
Section 3.17 Reports to the Trustee and the Company (See Section
3.17 of the Standard Terms).
Section 3.18 Annual Statement as to Compliance.
The Master Servicer will deliver to the Company, the Trustee and
Financial Security on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company, the Trustee and Financial Security 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
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substantially in accordance with standards established by the American Institute
of Certified Public Accountants (rendered within one year of such statement)
with respect to such Subservicers.
Section 3.20 Rights of the Company in Respect of the Master
Servicer (See Section 3.20 of the Standard Terms).
Section 3.21 Administration of Buydown Funds (See Section 3.21 of the
Standard Terms).
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard
Terms)
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to Financial Security the Insurance Premium, to the Master
Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii)
below, the amount required to be distributed to the Master Servicer or a
Sub- Servicer pursuant to Section 4.02(a)(iii) below, to Financial
Security, in the case of a distribution pursuant to Section 4.02(a)(xvi)
below, the amount required to be distributed to Financial Security
pursuant to Section 4.02(a)(xvi) below, and to each Certificateholder of
record on the next preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution) either in immediately
available funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the
Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share (A) with respect to each Class of
Certificates (other than any Subclass of the Class A-V Certificates),
shall be based on the aggregate of the Percentage Interests represented
by Certificates of the applicable Class held by such Holder or (B) with
respect to any Subclass of the Class A-V Certificates, shall be equal to
the amount (if any) distributed pursuant to Section 4.02(a)(i) below to
each Holder of a Subclass thereof) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b) below), in each case to the extent of the Available Distribution
Amount and, together with, as to any Insured Certificate, any Reserve
Fund Withdrawal pursuant to Section 4.09 of this Series Supplement and
any Guaranteed Distribution pursuant to Section 12.02 of this Series
Supplement:
(i) to the Senior Certificates (other than the Principal
Only Certificates, and on or prior to the Accretion Termination
Date, the Accrual Certificates to the extent described in the
definition of the Accrual Distribution Amount) on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class A-V Certificates)
for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
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(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(iii) through (vi), the sum of the following
(applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
the Standard Terms) pursuant to Sections 2.02, 2.04
or 4.07 of the Standard Terms and Section 2.03 of
the Standard Terms and this Series Supplement, and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.04 of the Standard Terms or Section 2.03
of the Standard Terms and this Series Supplement,
during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to each
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or
deemed to have been so received in accordance with
Section 3.07(b) of the Standard Terms) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than
the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
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(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b) of
the Standard Terms) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal
to the lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of
such Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with respect to
each Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 of the Standard
Terms (in each case other than the portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan, included in Section 4.02(b)(i)(C) of this
Series Supplement);
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest
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thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) of this Series Supplement are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) of this Series Supplement are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of
this Series Supplement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
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extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) of this Series Supplement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv)
of this Series Supplement are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to Financial Security, as subrogee of the Insured
Certificateholders, an amount necessary to reimburse Financial
Security for claims paid under the FSA Policy, to the extent of
Cumulative Insurance Payments on the Insured Certificates;
(xvii) to the Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
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(xviii)to the Class R Certificates, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) first, to the Class A-P Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an
amount (the "Class A-P Principal Distribution Amount") equal to
the aggregate of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section 3.07(b) of the
Standard Terms) of Discount Mortgage Loans (or, in the
case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited
in the Custodial Account in connection with such
substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
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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 Senior Principal Distribution Amount shall be
distributed to the Prepayment Lockout Certificates in reduction
of the Certificate Principal Balance thereof, in an amount equal
to the sum of the following:
(A) the Prepayment Lockout Certificates' pro rata
share (based on the Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance of
all classes of Certificates (other than the Class A-P
Certificates)) of the aggregate of the collections
described in clauses (ii)(Y)(A), (B) and (E) of Section
4.02(a) of this Series Supplement without application of
the Senior Percentage and Senior Accelerated Distribution
Percentage; and
(B) the Lockout Prepayment Percentage of the
Prepayment Lockout Certificates' pro rata share (based on
the Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all classes of
Certificates (other than the Class A-P Certificates)) of
the aggregate of the collections described in clause
(ii)(Y)(C) of Section 4.02(a) of this Series Supplement
without application of the Senior Accelerated Distribution
Percentage;
provided that, if the aggregate of the amounts set forth in
clauses (ii)(Y)(A), (B), (C) and (E) of Section 4.02(a) is more
than the balance of the Available Distribution Amount remaining
after the Senior Interest Distribution Amount and the Class A-P
Principal Distribution Amount have been distributed, the amount
paid to the Prepayment Lockout Certificates pursuant to this
clause (iii) shall be reduced by an amount equal to the
Prepayment Lockout Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior
Certificates (other than the Class A-P Certificates)) of such
difference;
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(iv) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clause (iii) above shall be distributed to the Class R
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
(v) 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:
(A) first, for each Distribution Date commencing on
the Distribution Date in June 2003, an amount equal to
$29,700, concurrently, to the Class A- 3 Certificates and
the Class A-4 Certificates, on a pro rata basis (plus any
amount described in this clause (v)(A) remaining unpaid
from any previous Distribution Date), until the
Certificate Principal Balances thereof have been reduced
to zero;
(B) second, sequentially, to the Class A-1
Certificates and the Class A-2 Certificates, in each case
until the Certificate Principal Balance thereof has been
reduced to zero; and
(C) third, concurrently, to the Class A-3
Certificates and the Class A- 4 Certificates, on a pro
rata basis, until the Certificate Principal Balances
thereof have 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
Prepayment Lockout Certificates, until the Certificate Principal
Balance thereof has been reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Senior Certificates
(other than the Class A-P Certificates) will be disregarded, and (i) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of the Discount Mortgage Loans will be distributed to the Class
A-P Certificates, (ii) the Senior Principal Distribution Amount will be
distributed to the remaining Senior Certificates (other than the Class
A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, and (iii) the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-P, Interest Only and
Subordinate Certificates, in each case as described herein.
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(e) On each Distribution Date prior to the Accretion Termination
Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-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. Any such Accrued Certificate Interest on the Class
A-2 Certificates which is required to be paid to the holders of the
Class A-1 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), the Master Servicer shall distribute such amounts to the
applicable Certificateholders of the Class or Classes to which such
Realized Loss was allocated (or to Financial Security, as subrogee for
the Insured Certificateholders, to the extent Financial Security made a
Guaranteed Distribution in respect of such Realized Loss, if applicable)
(with the amounts to be distributed allocated among such Classes (or to
Financial Security) in the same proportions as such Realized Loss was
allocated), and within each such Class to the Certificateholders of
record as of the Record Date immediately preceding the date of such
distribution (or if such Class of Certificates is no longer outstanding,
to the Certificateholders of record at the time that such Realized Loss
was allocated); provided that no such distribution to any Class of
Certificates (or to Financial Security) 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
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distributed with respect to the Certificates of any Class shall be
distributed by the Master Servicer to the Certificateholders of record
as of the Record Date immediately preceding the date of such
distribution (i) with respect to the Certificates of any Class (other
than the Class A-V Certificates), on a pro rata basis based on the
Percentage Interest represented by each Certificate of such Class as of
such Record Date and (ii) with respect to the Class A-V Certificates, to
the Class A-V Certificates or any Subclass thereof in the same
proportion as the related Realized Loss was allocated. Any amounts to be
so distributed shall not be remitted to or distributed from the Trust
Fund, and shall constitute subsequent recoveries with respect to
Mortgage Loans that are no longer assets of the Trust Fund.
(g) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be solely responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant shall
be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage
firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Registrar, the
Company or the Master Servicer shall have any responsibility therefor.
(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
(i) Notwithstanding the priorities relating to distributions of
principal among the Insured Certificates described above, on any
Distribution Date, distributions in respect of principal on the Insured
Certificates will be allocated among the Certificate Owners of the
Insured Certificates as set forth in Section 4.11. On each Distribution
Date on which amounts are available for distributions in reduction of
the Certificate Principal Balance of the Insured Certificates
(including, for purposes of this paragraph, the portion of any FSA
Insurance Payment allocable to principal) the aggregate amount available
for such distributions will be rounded upward by the Rounding Amount.
Such rounding will be accomplished on the first Distribution Date on
which distributions in reduction of the Certificate Principal Balance of
the Insured Certificates are made by withdrawing from the Rounding
Account the Rounding Amount for deposit into the Certificate Account,
and such
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Rounding Amount will be added to the amount that is available for
distributions in reduction of the Certificate Principal Balance of the
Insured Certificates. On each succeeding Distribution Date on which
distributions in reduction of the Certificate Principal Balance of the
Insured Certificates are made, first, the aggregate amount available for
distribution in reduction of the Certificate Principal Balance of the
Insured Certificates will be applied to repay the Rounding Amount
withdrawn from the Rounding Account on the prior Distribution Date and
then, the remainder of such allocable amount, if any, will be similarly
rounded upward through another withdrawal from the Rounding Account and
such determined Rounding Amount will be added to the amount that is
available for distributions in reduction of the Certificate Principal
Balance of the Insured Certificates. Any funds remaining in the Rounding
Account after the Certificate Principal Balance of the Insured
Certificates is reduced to zero shall be distributed to the Class R
Certificateholders.
Section 4.03 Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the
Master Servicer shall forward to the Trustee and the Trustee shall
forward by mail to each Holder, Financial Security and the Company a
statement setting forth information as to each Class of Certificates and
the Mortgage Pool. This statement will include the information set forth
in Exhibit Three to this Series Supplement. In addition, the Master
Servicer shall provide to any manager of a trust fund consisting of some
or all of the Certificates, upon reasonable request, such additional
information as is reasonably obtainable by the Master Servicer at no
additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder of a
Certificate, other than a Class R Certificate, a statement containing
the information set forth in clauses (i) and (ii) of Exhibit Three
hereto aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder of a Class R
Certificate, a statement containing the applicable distribution
information provided pursuant to this Section 4.03 aggregated for such
calendar year or applicable portion thereof during which such Person was
the Holder of a Class R Certificate. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code.
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(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the
requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A.
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a
written statement to the Trustee, Financial Security, any Paying Agent
and the Company (the information in such statement to be made available
to Certificateholders by the Master Servicer on request) setting forth
(i) the Available Distribution Amount, (ii) the amounts required to be
withdrawn from the Custodial Account, Rounding Account, Reserve Fund or
FSA Reserve Account and deposited into the Certificate Account and FSA
Policy Payments Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii)
the amount of the Insurance Premium, including the amount thereof to be
deposited to the FSA Reserve Account, and (iv) the amount of Cumulative
Insurance Payments as of such Determination Date; provided, however,
that the Master Servicer shall provide to the Trustee a written
statement setting forth the portion of the Senior Principal Distribution
Amount distributable to the Insured Certificates on any Distribution
Date on a date prior to the close of business on the next Business Day
succeeding each Determination Date, if necessary to enable the Trustee
to notify the Depository in accordance with Section 4.11(c). The
determination by the Master Servicer of such amounts shall, in the
absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon
the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit in
the Certificate Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to be made by the
Master Servicer in respect of the related Distribution Date, which shall
be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net
Mortgage Rate), less the amount of any related Servicing Modifications,
Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage Loans as of the
related Due Date, which Monthly Payments were delinquent as of the close
of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance, (ii)
withdraw from amounts on deposit in the Custodial Account and deposit in
the Certificate Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of
such Advance. Any portion of the Amount Held for Future Distribution so
used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New
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York time on any future Certificate Account Deposit Date to the extent
that funds attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in
the Custodial Account on or before such Distribution Date as part of the
Advance made by the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section 4.02(a) in respect of
outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods,
which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the
Master Servicer from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
-----------------------------
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
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follows: first, to the Class B-3 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; second, to the Class B-2 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; third,
to the Class B-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if any such
Realized Losses are on a Discount Mortgage Loan, to the Class A-P Certificates
in an amount equal to the Discount Fraction of the principal portion thereof,
and the remainder of such Realized Losses on the Discount Mortgage Loans and the
entire amount of such Realized Losses on Non-Discount Mortgage Loans will be
allocated among all the Senior Certificates (other than the Class A-P
Certificates) on a pro rata basis, as described below. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on
Non-Discount Mortgage Loans will be allocated among the Senior Certificates
(other than the Class A-P Certificates) and Subordinate Certificates, on a pro
rata basis, as described below. The principal portion of such Realized Losses on
the Discount Mortgage Loans will be allocated to the Class A-P Certificates in
an amount equal to the Discount Fraction thereof and the remainder of such
Realized Losses on the Discount Mortgage Loans and the entire amount of such
Realized Losses on Non-Discount Mortgage Loans will be allocated among the
Senior Certificates (other than the Class A-P Certificates) and Subordinate
Certificates, on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that, in determining the
Certificate Principal Balance of the Accrual Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Accrual Certificates shall be deemed to be equal to the lesser of
(a) the original Certificate Principal Balance of such Certificate and (b) the
Certificate Principal Balance of such Certificate prior to giving effect to
distributions made on such Distribution Date. Except as provided in the
following sentence, any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the 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
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Losses and other losses allocated to the Class A-V Certificates shall be
allocated among such Subclasses in proportion to the respective amounts of
Accrued Certificate Interest payable on such Distribution Date that would have
resulted absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)
Section 4.09 Reserve Fund.
No later than the Closing Date, the Trustee will establish and maintain
the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with
the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an
amount equal to the Reserve Fund Deposit.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit
into the Certificate Account, and to pay to the holders of any Insured
Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest
Shortfalls otherwise allocable to any Insured Certificates pursuant to the
definition of Accrued Certificate Interest (to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) of the Standard Terms), and to the
extent of funds on deposit in the Reserve Fund (the amount of such withdrawal
for any Distribution Date, the "Reserve Fund Withdrawal").
For federal income tax purposes, the Senior Underwriter shall be the
owner of the Reserve Fund and shall report all items of income, deduction, gain
or loss arising therefrom. Notwithstanding anything herein to the contrary, the
Reserve Fund shall not be an asset of the REMIC. The Reserve Fund shall be
invested in Permitted Investments at the direction of the Senior Underwriter.
All income and gain realized from investment of funds deposited in the Reserve
Fund shall be deposited in the Reserve Fund for the sole use and exclusive
benefit of the Reserve Fund. The amount of any loss incurred in respect of any
such investments shall be deposited in the Reserve Fund by the Senior
Underwriter out of its own funds immediately as realized without any right of
reimbursement. The balance, if any, remaining in the Reserve Fund on the
Distribution Date on which the Certificate Principal Balance of the Insured
Certificates is reduced to zero will be distributed by the Trustee to the Senior
Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for
federal income tax purposes, (1) it shall be an outside reserve fund and not an
asset of the REMIC, and (2) it shall be owned by the Senior Underwriter, all
within the meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 4.10 Rounding Account.
No later than the Closing Date, the Trustee will establish and maintain
with itself a segregated trust account that is an Eligible Account, which shall
be titled "Rounding Account, Bank One, National Association, as trustee for the
registered holders of Residential Funding Mortgage
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Securities I, Inc., Mortgage Pass-Through Certificates, Series 2000-S6, Class
A-3." On the Closing Date, the Senior Underwriter shall deposit with the
Trustee, and the Trustee shall deposit into the Rounding Account, cash in an
amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Rounding Account to pay to the holders of the Insured
Certificates pursuant to Section 4.02(i) the Rounding Amount. In addition, the
Trustee on each Distribution Date shall, based upon information provided by the
Master Servicer for the related Distribution Date, withdraw funds from the
Certificate Account to repay to the Rounding Account the Rounding Amount from
the prior Distribution Date as contemplated in Section 4.02(i).
Section 4.11 Principal Distributions on the Insured Certificates.
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be made in integral multiples of $1,000 at the request
of the appropriate representatives of Deceased Holders of Insured Certificates
and at the request of Living Owners of Insured Certificates or by mandatory
distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro
rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the
Certificate Principal Balance of the Insured Certificates are made, such
distributions will be made in the following priority:
(i) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint tenant or
by a surviving tenant in common, but not exceeding an aggregate amount of
$100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount
of $10,000 per request.
Thereafter, distributions will be made, with respect to the Insured
Certificates, as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal distributions made by the Certificate Owners of the
Insured Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of the Insured Certificates presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in order of
their receipt by the Depository. Requests for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All requests for distributions in
reduction of the Certificate Principal Balance of the Insured Certificates will
be accepted in accordance with the provisions set forth in Section 4.11(c). All
requests for distributions in reduction of the Certificate Principal Balance of
the Insured Certificates with respect to any Distribution Date must be received
by the Depository and on the Depository's "participant terminal system" and
received by the Trustee no later than the close of business on the related
Record Date.
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Requests for distributions that are on the Depository's participant terminal
system and received by the Trustee after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
Certificate Principal Balance of Insured Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until such
request is accepted or is withdrawn as provided in Section 4.11(c). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Certificate Owner
of the related Insured Certificate, all in accordance with the procedures of the
Depository and the Trustee. Upon the transfer of the beneficial ownership of any
Insured Certificate, any distribution request previously submitted with respect
to such Certificate will be deemed to have been withdrawn only upon the receipt
by the Trustee on or before the Record Date for such Distribution Date of
notification of such withdrawal in the manner set forth in Section 4.11(c) on
the Depository's participant terminal system.
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be applied in an amount equal to the Senior Principal
Distribution Amount allocable to such Class pursuant to Section 4.02(b), plus
any amounts available for distribution from the Rounding Account established as
provided in Section 4.10, provided that the aggregate distribution in reduction
of the Certificate Principal Balance of the Insured Certificates on any
Distribution Date shall be made in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution
Amount allocable to distributions in reduction of the Certificate Principal
Balance of the Insured Certificates on any Distribution Date exceeds the
aggregate Certificate Principal Balance of Insured Certificates with respect to
which distribution requests, as set forth above, have been received (plus any
amounts required to be distributed pursuant to the Rounding Account),
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates will be made by mandatory distribution pursuant to Section 4.11(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.11 if the death of the Certificate Owner
thereof is deemed to have occurred. Insured Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Certificate Owner, and the Insured Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
Certificate Principal Balance thereof, subject to the limitations stated above.
Insured Certificates beneficially owned by a trust will be considered to be
beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Certificate Owners of a number of
Individual Insured Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Certificate Owner of
the Insured Certificates, as applicable, owned by the trust to the extent of
such beneficiary's beneficial interest in such trust. The death of an individual
who was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Insured Certificates will be deemed to be the death of
the
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Certificate Owner of such Insured Certificates regardless of the registration of
ownership, if such beneficial interest can be established to the satisfaction of
the Depository Participant. Such beneficial interest will be deemed to exist in
typical cases of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community property or other
joint ownership arrangements between a husband and wife. Certificate beneficial
interests shall include the power to sell, transfer or otherwise dispose of an
Insured Certificate and the right to receive the proceeds therefrom, as well as
interest and distributions in reduction of the Certificate Principal Balance of
the Insured Certificates, as applicable, payable with respect thereto. The
Trustee shall not be under any duty to determine independently the occurrence of
the death of any deceased Certificate Owner. The Trustee may rely entirely upon
documentation delivered to it pursuant to Section 4.11(c) in establishing the
eligibility of any Certificate Owner to receive the priority accorded Deceased
Holders in Section 4.11(a).
(c) Requests for distributions in reduction of the Certificate Principal
Balance of Insured Certificates must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in Insured
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Depository Participant under separate cover. The Depository Participant
shall forward a certification, satisfactory to the Trustee, certifying the death
of the Deceased Holder and the receipt of the appropriate death and tax waivers.
The Depository Participant should in turn make the request of the Depository
(or, in the case of an Indirect Depository Participant, such Indirect Depository
Participant must notify the related Depository Participant of such request,
which Depository Participant should make the request of the Depository) on the
Depository's participant terminal system. The Depository may establish such
procedures as it deems fair and equitable to establish the order of receipt of
requests for such distributions received by it on the same day. None of the
Company, Master Servicer or the Trustee shall be liable for any delay in
delivery of requests for distributions or withdrawals of such requests by the
Depository, a Depository Participant or any Indirect Depository Participant.
The Depository shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Insured Certificates that
have submitted requests for distributions in reduction of the Certificate
Principal Balance of Insured Certificates, together with the order of receipt
and the amounts of such requests on the Depository's participant terminal
system. The Depository will honor requests for distributions in the order of
their receipt (subject to the priorities described in Section 4.11(a) above).
The Trustee shall notify the Depository as to which requests should be honored
on each Distribution Date at least three Business Days prior to such
Distribution Date based on the report received by the Trustee pursuant to
Section 4.04 and shall notify the Depository as to the amount of the Senior
Principal Distribution amount to be distributed to the Insured Certificates by
Random Lot pursuant to Section 4.11(d). Requests shall be honored by the
Depository in accordance with the procedures, and subject to the priorities and
limitations, described in this Section 4.11. The exact procedures to be followed
by the Trustee and the Depository for purposes of determining such priorities
and limitations will be those established from time to time by the Trustee or
the Depository, as the case may be. The decisions of the Trustee and the
Depository concerning such matters will be final and binding on all affected
persons.
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Individual Insured Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs.
Any Certificate Owner of an Insured Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Depository
Participant or Indirect Depository Participant that maintains such Certificate
Owner's account. In the event that such account is maintained by an Indirect
Depository Participant, such Indirect Depository Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request on the Depository's participant terminal system. If such withdrawal of a
request for distribution has not been received on the Depository's participant
terminal system on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Certificate Principal Balance of the
Insured Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 4.11, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of the Insured Certificates on a Distribution Date
exceed the outstanding Certificate Principal Balance of Insured Certificates
with respect to which distribution requests have been received by the related
Record Date, as provided in Section 4.11(a) above, the additional distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
will be made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Insured Certificates will be made by Random Lot in
accordance with the then-applicable Random Lot procedures of the Depository, the
Depository Participants and the Indirect Depository Participants representing
the Certificate Owners; provided however, that, if after the distribution in
reduction of the Certificate Principal Balance of the Insured Certificates on
the next succeeding Distribution Date on which mandatory distributions are to be
made, the Certificate Principal Balance of the Insured Certificates would not be
reduced to zero, the Individual Insured Certificates to which such distributions
will be applied shall be selected by the Depository from those Insured
Certificates not otherwise receiving distributions in reduction of the
Certificate Principal Balance on such Distribution Date. The Trustee shall
notify the Depository of the aggregate amount of the mandatory distribution in
reduction of the Certificate Principal Balance of the Insured Certificates to be
made on the next Distribution Date. The Depository shall then allocate such
aggregate amount among its Depository Participants on a Random Lot basis. Each
Depository Participant and, in turn, each Indirect Depository Participant will
then select, in accordance with its own procedures, Individual Insured
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates, such that the total amount so selected is equal to the aggregate
amount of such mandatory distributions allocated to such Depository Participant
by the Depository and to such Indirect Depository Participant by its related
Depository Participant, as the case may be. Depository Participants and Indirect
Depository Participants that hold Insured Certificates selected for mandatory
distributions in reduction of the Certificate Principal Balance thereof are
required to provide notice of such mandatory distributions
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to the affected Certificate Owners. The Master Servicer agrees to notify the
Trustee of the amount of distributions in reduction of the Certificate Principal
Balance of the Insured Certificates to be made on each Distribution Date in a
timely manner such that the Trustee may fulfill its obligations pursuant to the
letter of representations dated the Closing Date among the Company, the Trustee
and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any
Distribution Date on which (i) any Realized Losses are allocated to the Insured
Certificates and (ii) a Financial Security Default is occurring, distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
will be made pro rata among the Certificate Owners of the Insured Certificates
and will not be made in integral multiples of $1,000 nor pursuant to requests
for distribution as permitted by this Section 4.11 or mandatory distributions by
Random Lot.
(f) In the event that Definitive Certificates representing the Insured
Certificates are issued pursuant to Section 5.01 of the Standard Terms, an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Insured
Certificates, with the provisions of this Section 4.11.
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ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates (See Section 5.01 of the Standard Terms).
Section 5.02 Registration of Transfer and Exchange of Certificates
(See Section 5.02 of the Standard Terms).
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates
(See Section 5.03 of the Standard Terms).
Section 5.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, Financial Security, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, Financial Security 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, Financial Security, the Certificate Registrar nor any agent of the
Company, the Master Servicer, the Trustee, Financial Security or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05 Appointment of Paying Agent (See Section 5.05 of the
Standard Terms).
Section 5.06 Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal
Balance, prior to giving effect to distributions to be made on such
Distribution Date, is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans, either the Master Servicer or
the Company shall have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give
the Trustee not less than 60 days' prior notice of the Distribution Date
on which the Master Servicer or the Company, as applicable, anticipates
that it will purchase the Certificates pursuant to Section 5.06(a).
Notice of any such purchase, specifying the Distribution Date upon which
the Holders may surrender their Certificates to the Trustee for payment
in accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and each
Rating Agency) mailed not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of such final
distribution, specifying:
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(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the
Trustee shall distribute to such Holders an amount equal to the
outstanding Certificate Principal Balance thereof plus the sum of
Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest with
respect thereto and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Reserve Fund or a
Guaranteed Distribution.
(d) If any Certificateholders do not surrender their Certificates
on or before the Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made, the Trustee shall on such date cause all
funds in the Certificate Account deposited therein by the Master
Servicer or the Company, as applicable, pursuant to Section 5.06(b) to
be withdrawn therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice
any Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the
escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable,
shall thereafter hold such amounts until distributed to such Holders. No
interest shall accrue or be payable to any Certificateholder on any
amount held in the escrow account or by the Master Servicer or the
Company, as applicable, as a result of such Certificateholder's failure
to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the
Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
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Holder as of such date will have no rights with respect thereto except
to receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master
Servicer or the Company, as applicable, shall be for all purposes the
Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
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ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
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ARTICLE VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
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ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates (other than the obligation
of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Company to send
certain notices as hereinafter set forth) shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of
all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to
100% of the unpaid principal balance of each Mortgage Loan or, if
less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been acquired if
such fair market value is less than such unpaid principal balance
(net of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of
the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of 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 the REMIC formed under the Series Supplement as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly
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following payment of the purchase price, release to the Master Servicer or the
Company, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.
(b) The Master Servicer or, in the case of a final distribution
as a result of the exercise by the Company of its right to purchase the
assets of the Trust Fund, the Company shall give the Trustee not less
than 60 days' prior notice of the Distribution Date on which the Master
Servicer or the Company, as applicable, anticipates that the final
distribution will be made to Certificateholders (whether as a result of
the exercise by the Master Servicer or the Company of its right to
purchase the assets of the Trust Fund or otherwise). Notice of any
termination, specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee
(if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master
Servicer or the Company, as applicable (if it is exercising its right to
purchase the assets of the Trust Fund), or by the Trustee (in any other
case) by letter to the Certificateholders mailed not earlier than the
15th day and not later than the 25th day of the month next preceding the
month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior, Class M and Class B Certificates, that payment will be
made only upon presentation and surrender of the Certificates at
the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B Certificates,
upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or
the Company's election to repurchase, or (ii) if the Master Servicer or
the Company elected to so repurchase, an amount determined as follows:
(A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the
related Interest Accrual Period thereon and any previously unpaid
Accrued Certificate Interest, subject to the priority set forth in
Section 4.02(a) and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Reserve Fund or a
Guaranteed Distribution, and (B) with respect to the
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Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause (ii) of
subsection (a) of this Section) over the total amount distributed under
the immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee
shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of the
Trust Fund), or the Trustee (in any other case) shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs
and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the
escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the holders thereof and the Master Servicer
or the Company, as applicable, shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue or be payable to
any Certificateholder on any amount held in the escrow account or by the
Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
Section 9.02 Additional Termination Requirements (See Section 9.02 of
the Standard Terms.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund and the Reserve Fund) as a REMIC for federal income tax
purposes.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-P,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates
and the rights in and to which will be represented by the Class A-V
Certificates, will be "regular interests" in the REMIC, and the Class R
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined in the Standard Terms) under federal income
tax law. On and after the date of issuance of any Subclass of Class A-V
Certificates pursuant to Section 5.01(c) of the Standard Terms, any such
Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or
Interests specified by the initial Holder of the Class A-V Certificates pursuant
to said Section.
Section 10.04 Distributions on the Uncertificated REMIC Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 10.04. The amount deemed
distributable hereunder with respect to the Class A-V Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
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(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See Section
11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
Section 11.05 Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to the appropriate
address for each recipient listed in the table below or, in each case, such
other address as may hereafter be furnished in writing to the Master Servicer,
the Trustee and the Company, as applicable:
Recipient Address
8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Company Attention: President
10 Universal City Plaza, Suite 2100
Universal City, California 91608,
Master Servicer Attention: Managing Director/Master Servicing
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 One State Street Plaza
Fitch IBCA New York, New York 10004
55 Water Street
Standard & Poor's New York, New York 10041
Certificate Insurer 350 Park Avenue
New York, New York 10022,
Attention: Surveillance Department,
Re: Residential Funding
Mortgage Securities I, Inc.,
Mortgage Pass-Through
Certificates, Series 2000-S6
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06 Required Notices to Rating Agency and Subservicer. (See
Section 11.06 of the Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
98% of all Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates, 1.0% of all Voting Rights shall be allocated among the Holders of
the Class A-V Certificates in accordance with their respective Percentage
Interests; and 1.0% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates in accordance with their respective Percentage
Interests.
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ARTICLE XII
CERTAIN MATTERS REGARDING FINANCIAL SECURITY
Section 12.01.Rights of Financial Security to Exercise Rights of
Insured Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Financial Security Default exists, Financial Security shall have the
right to exercise all consent, voting, direction and other control rights of the
Insured Certificateholders under this Agreement without any further consent of
the Insured Certificateholders.
Section 12.02.Claims Upon the FSA Policy; FSA Policy Payments Account.
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Reserve Fund Withdrawal for the related
Distribution Date, are insufficient to pay the Accrued Certificate Interest for
such Distribution Date; provided however, Accrued Certificate Interest on the
Insured Certificates will be deemed to include any portion of the amounts
allocated to such Certificates described in clause (i) of the definition thereof
(to the extent such amounts are not offset by payments made by the Master
Servicer or from the Reserve Fund Withdrawal) and clauses (ii) through (iv) of
the definition thereof (in each case, to the extent such shortfalls are not
covered by the subordination provided by the Class M and Class B Certificates
and provided that such shortfalls shall not include interest not collectible
pursuant to the Soldiers' and Sailors' Relief Act of 1940, as amended) on such
Distribution Date, (ii) the principal portion of any Realized Loss is allocated
to the Insured Certificates on such Distribution Date or (iii) the funds
available in connection with an optional termination of the Trust Fund pursuant
to Section 5.06 or Section 9.01 or on the Final Distribution Date will be
insufficient to reduce the Certificate Principal Balance of the Insured
Certificates to zero, the Master Servicer shall deliver to the Trustee not later
than 1:00 p.m. New York City time on the Business Day next succeeding the
Determination Date a certificate signed by a Servicing Officer directing the
Trustee to draw on the FSA Policy and stating the amount to be drawn and stating
the Guaranteed Distribution for the Insured Certificates, and the Trustee shall
give notice by telephone or telecopy of the aggregate amount of such deficiency,
confirmed in writing in the form set forth as Exhibit A to the endorsement of
the FSA Policy, to Financial Security and the Fiscal Agent (as defined in the
FSA Policy), if any, at or before 12:00 noon, New York City time, on the
Business Day prior to such Distribution Date. If, subsequent to such notice, and
prior to payment by Financial Security pursuant to such notice, additional
amounts are deposited in the Certificate Account, the Trustee shall reasonably
promptly notify Financial Security and withdraw the notice or reduce the amount
claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and Financial Security
referred to herein as the "FSA Policy Payments Account" over which the Trustee
shall have exclusive control and sole right of withdrawal. The Trustee shall
deposit any amount paid under the FSA Policy in the FSA Policy Payments
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Account and distribute such amount only for purposes of payment to Holders of
Insured Certificates of the Guaranteed Distribution for which a claim was made.
Such amount may not be applied to satisfy any costs, expenses or liabilities of
the Master Servicer, the Trustee or the Trust Fund. Amounts paid under the FSA
Policy shall be transferred to the Certificate Account in accordance with the
next succeeding paragraph and disbursed by the Trustee to Holders of Insured
Certificates in accordance with Section 4.02, Section 5.06(c) or Section
9.01(c), as applicable. It shall not be necessary for such payments to be made
by checks or wire transfers separate from the checks or wire transfers used to
pay the Guaranteed Distribution with other funds available to make such payment.
However, the amount of any payment of principal of or interest on the Insured
Certificates to be paid from funds transferred from the FSA Policy Payments
Account shall be noted as provided in paragraph (c) below and in the statement
to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds
held in the FSA Policy Payments Account shall not be invested by the Master
Servicer.
On any Distribution Date with respect to which a claim has been made
under the FSA Policy, the amount of any funds received by the Trustee as a
result of any claim under the FSA Policy, to the extent required to make the
Guaranteed Distribution on such Distribution Date, shall be withdrawn from the
FSA Policy Payments Account and deposited in the Certificate Account and applied
by the Master Servicer on behalf of the Trustee, together with the other funds
to be distributed to the Insured Certificateholders pursuant to Section 4.02,
directly to the payment in full of the Guaranteed Distribution due on the
Insured Certificates. Any funds remaining in the FSA Policy Payments Account on
the first Business Day following a Distribution Date shall be remitted to
Financial Security, pursuant to the instructions of Financial Security, by the
end of such Business Day.
(c)The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid into the FSA Policy Payments Account in respect
of any Insured Certificate from moneys received under the FSA Policy. Financial
Security shall have the right to inspect such records at reasonable times during
normal business hours upon two Business Day's prior notice to the Trustee.
Section 12.03.Effect of Payments by Financial Security; Subrogations.
Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the FSA Policy shall not be considered payment of the Insured Certificates from
the Trust Fund. The Master Servicer and the Trustee acknowledge, and each Holder
by its acceptance of an Insured Certificate agrees, that without the need for
any further action on the part of Financial Security, the Master Servicer, the
Trustee or the Certificate Registrar, to the extent Financial Security makes
payments, directly or indirectly, on account of principal of or interest on the
Insured Certificates to the Holders of such Certificates, Financial Security
will be fully subrogated to, and each Insured Certificateholder, the Master
Servicer and the Trustee hereby delegate and assign to Financial Security, to
the fullest extent permitted by law, the rights of such Holders to receive such
principal and interest from the Trust Fund; provided that Financial Security
shall be paid such amounts only from the sources and in the manner explicitly
provided for herein.
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The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by Financial Security for action to preserve or enforce
Financial Security's rights or interests under this Agreement without limiting
the rights or affecting the interests of the Holders as otherwise set forth
herein.
Section 12.04.Notices and Information to Financial Security.
(a) All notices, statements, reports, certificates or opinions required
by this Agreement to be sent to any other party hereto or to the
Certificateholders shall also be sent to Financial Security.
(b)The Master Servicer shall designate a Person who shall be available
to Financial Security to provide reasonable access to information regarding the
Mortgage Loans.
Section 12.05.Trustee to Hold FSA Policy.
The Trustee will hold the FSA Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereon and distributing the
proceeds thereof. Neither the FSA Policy, nor the amounts paid on the FSA Policy
will constitute part of the Trust Fund or assets of the REMIC created by this
Agreement. Each Insured Certificateholder, by accepting its Certificate,
appoints the Trustee as attorney-in-fact for the purpose of making claims on the
FSA Policy. The Trustee shall surrender the FSA Policy to Financial Security for
cancellation upon the expiration of the term of the FSA Policy as provided in
the FSA Policy following the retirement of the Insured Certificates. To the
extent that the FSA Policy constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside credit support agreement and not an asset
of the REMIC and (2) it shall be owned by Financial Security, all within the
meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 12.06.FSA Reserve Account.
The Trustee, as agent for Financial Security, shall on each Distribution
Date put one fourth of the Insurance Premium in an account, in the name of
Financial Security Assurance Inc., which shall be called the FSA Reserve
Account. If the Master Servicer directs the Trustee to make a draw on the FSA
Policy by delivering the certificate described in Section 12.02(a), the Trustee
shall, unless otherwise directed by Financial Security, withdraw the amount of
such claim from the FSA Reserve Account and transfer it to the FSA Policy
Payments Account. Any such transfer shall be treated as a payment by Financial
Security on the FSA Policy and shall be reported to Financial Security on a
Notice of Claim in the form attached to the endorsement to the FSA Policy. The
FSA Reserve Account is the property of Financial Security. Amounts in the FSA
Reserve Account shall be invested at the direction of Financial Security (and
such investments need not be Permitted Investments). Gains and losses on such
investments shall be allocated to the FSA Reserve Account. Financial Security
may at any time, by written direction to the Trustee, (i) increase or decrease
amounts deposited in the FSA Reserve Account or discontinue such deposits, or
(ii) direct that all or any portion of the FSA Reserve Account be withdrawn and
paid to it or upon its direction. Unless otherwise directed by Financial
Security, the Trustee shall pay any remaining balance in the FSA Reserve Account
to Financial Security upon retirement of the Insured Certificates.
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Section 12.07.Payment of Insurance Premium.
Unless otherwise designated in writing by the President or a Managing
Director of Financial Security to the Trustee, the Insurance Premium to be paid
pursuant to Section 4.02(a) shall be paid by the Trustee to Financial Security
by wire transfer with the following details specifically stated in the wire
transfer:
Bank: The Bank of New York
ABA Number: 021000018
For the account of: Financial Security Assurance Inc.
Account Number: 8900297263
Policy Number: 50937-N
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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: Julie Steinhagen Name: Randy Van Zee
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
________________________________________
Name: Randy Van Zee Name: Julie Steinhagen
Title: Director Title: Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest:
Name: By:
Title: Name:
Title:
-58-
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 26th day of May 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]
-59-
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 26th day of May 2000 before me, a notary public in and for
said State, personally appeared Julie Steinhagen, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
______________________
[Notarial Seal]
-60-
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 26th day of May 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]
-61-
<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
1
RUN ON : 05/22/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.31.46 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 2000-S6 CUTOFF : 05/01/00
POOL : 0004441
:
:
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
-----------------------------------------------------------------------
1404601 .1250
469,278.13 .0300
7.2500 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1614644 .2500
241,064.62 .0300
7.9500 .0000
7.7000 .0000
7.6700 .0000
7.6700 .0000
1679818 .2500
469,054.31 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1924936 .2500
742,249.43 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1945348 .2500
64,578.05 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1957391 .2500
78,899.36 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
1961826 .2500
439,085.59 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1967950 .2500
152,294.65 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1969640 .2500
331,916.66 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1970975 .2500
348,530.89 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1971672 .2500
58,381.46 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1971844 .2500
296,638.89 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1973584 .2500
358,751.92 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
1973876 .2500
466,796.15 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1
1973890 .2500
294,430.02 .0800
8.2500 .0000
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7.9200 .0000
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291,235.18 .0800
8.7500 .0000
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7.7500 .0000
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367,782.73 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
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248,653.11 .0800
8.6250 .0000
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8.2950 .0000
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449,388.49 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
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277,095.82 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1975961 .2500
89,948.21 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1
1976328 .2500
254,897.58 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1976671 .2500
113,368.91 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1976845 .2500
389,102.99 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1977363 .2500
649,229.74 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1977409 .2500
279,838.91 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1977427 .2500
275,824.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
1977528 .2500
397,382.82 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1977561 .2500
419,752.04 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1
1977713 .2500
290,537.03 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
1978257 .2500
641,361.23 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1978400 .2500
345,567.97 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1978510 .2500
299,625.76 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
1978519 .2500
429,463.60 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
1978747 .2500
344,335.56 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1978756 .2500
309,802.32 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
1978807 .2500
311,474.61 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
1
1978869 .2500
279,830.37 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1978898 .2500
318,561.82 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1978960 .2500
329,794.89 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
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438,912.70 .0800
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7.7950 .0000
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1979145 .2500
111,940.40 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
1979160 .2500
316,608.08 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1979333 .2500
360,000.00 .0800
8.6250 .0000
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8.2950 .0000
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1979381 .2500
287,117.50 .0800
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8.1250 .0000
8.0450 .0000
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1
1979714 .2500
998,878.76 .0800
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8.0450 .0000
7.7500 .2950
1979719 .2500
331,004.46 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1979730 .2500
151,914.79 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
1979772 .2500
83,202.10 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1979874 .2500
291,732.06 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1979911 .2500
179,802.62 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1979918 .2500
339,804.39 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1979987 .2500
228,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1
1979996 .2500
387,793.52 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
1980022 .2500
374,789.77 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
1980121 .2500
556,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1980131 .2500
299,250.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1980161 .2500
299,822.88 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1980169 .2500
394,640.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1980194 .2500
386,540.47 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1980276 .2500
62,183.49 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
1
1980295 .2500
335,796.45 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1980310 .2500
149,018.56 .0800
9.0000 .0000
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649,626.03 .0800
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1
1980719 .2500
372,600.00 .0800
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441,350.00 .0800
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1980863 .2500
499,704.80 .0800
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8.3750 .0000
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1980866 .2500
315,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
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1980867 .2500
300,000.00 .0800
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1980895 .2500
295,825.24 .0800
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1980896 .2500
318,816.47 .0800
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1
1980902 .2500
386,790.29 .0300
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316,000.00 .0800
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1980939 .2500
282,632.59 .0800
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284,822.85 .0800
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1980965 .2500
324,604.83 .0800
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1
1980967 .2500
264,514.57 .0800
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1
1980985 .2500
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8.8750 .0000
8.7950 .0000
7.7500 1.0450
3379636 .2500
287,834.30 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3379637 .2500
319,806.15 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3379638 .2500
310,861.75 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3379639 .2500
475,435.92 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1
3379640 .2500
276,663.19 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3379641 .2500
299,644.49 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3379642 .2500
274,114.40 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3379643 .2500
558,678.38 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3379644 .2500
331,927.83 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3379645 .2500
399,763.84 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3379646 .2500
315,625.52 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3379647 .2500
346,305.75 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
1
3379648 .2500
539,672.87 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3379649 .2500
318,556.90 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3379650 .2500
367,575.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3379651 .2500
424,742.54 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3379652 .2500
349,787.97 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3379653 .2500
387,770.92 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3379654 .2500
343,807.15 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3379655 .2500
399,744.93 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
1
3379656 .2500
277,698.24 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3379792 .2500
70,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3381681 .2500
112,800.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3381684 .2500
116,800.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3381696 .2500
373,500.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3381702 .2500
325,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3381849 .2500
51,750.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
3383490 .2500
384,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
1
3383673 .2500
360,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3385570 .2500
240,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3385730 .2500
485,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3385731 .2500
300,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
3385829 .2500
259,500.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3389141 .2500
209,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3389364 .2500
517,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3391346 .2500
300,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
1
3392657 .2500
288,750.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3392901 .2500
267,900.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3392902 .2500
492,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
3393419 .2500
404,254.95 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3393913 .2500
450,027.20 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3393915 .2500
323,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3394598 .2500
271,176.64 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
3394763 .2500
303,746.05 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
3394771 .2500
269,823.37 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
3395073 .2500
299,822.88 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3395089 .2500
291,922.08 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
3395098 .2500
391,200.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3395124 .2500
260,100.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3395198 .2500
334,712.24 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3395234 .2500
292,162.20 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3395236 .2500
369,775.85 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1
3395285 .2500
399,751.38 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3395306 .2500
316,800.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3395400 .2500
268,945.18 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3395468 .2500
486,486.88 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
3395584 .2500
261,250.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3395629 .2500
280,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3396682 .2500
192,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3396684 .2500
79,200.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1
3396686 .2500
360,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3396687 .2500
350,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3396712 .2500
310,791.48 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
3396960 .2500
399,751.38 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3396994 .2500
649,268.51 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3397017 .2500
329,784.12 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
3400697 .2500
107,550.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3400698 .2500
384,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
1
3404266 .2500
525,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
3404675 .2500
172,300.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3404678 .2500
420,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3404679 .2500
188,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3404680 .2500
300,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3404691 .2500
380,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3404713 .2500
325,250.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3404760 .2500
334,802.21 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1
3404812 .2500
309,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3405448 .2500
307,750.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3405537 .2500
280,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3405569 .2500
404,760.89 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3405722 .2500
514,688.01 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3408559 .2500
608,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3409880 .2500
307,500.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3410898 .2500
280,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
3411698 .2500
349,600.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3416797 .2500
258,800.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3416798 .2500
275,589.40 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3416799 .2500
324,700.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3416800 .2500
261,200.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
3416801 .2500
259,461.84 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3416802 .2500
328,400.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
3416803 .2500
346,950.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.7500 .1700
1
3416805 .2500
460,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3416806 .2500
328,800.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3416807 .2500
283,200.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3416809 .2500
367,777.06 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3416811 .2500
393,401.23 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3416812 .2500
266,500.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3416814 .2500
337,400.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3418446 .2500
270,750.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1
3419383 .2500
377,500.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3419385 .2500
323,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3420476 .2500
517,500.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3425238 .2500
295,200.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3426276 .2500
310,500.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3432584 .2500
457,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
TOTAL NUMBER OF LOANS: 916
TOTAL BALANCE........: 313,727,430.74
1
RUN ON : 05/22/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.31.46 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 2000-S6 FIXED SUMMARY REPORT CUTOFF : 05/01/00
POOL : 0004441
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 8.4383 6.6250 9.7500
RFC NET RATE 8.1829 6.3750 9.5000
NET MTG RATE(INVSTR RATE) 8.1105 6.3450 9.4200
POST STRIP RATE 7.7215 6.3450 7.7500
SUB SERV FEE .2554 .1250 .5000
MSTR SERV FEE .0724 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3890 .0000 1.6700
TOTAL NUMBER OF LOANS: 916
TOTAL BALANCE........: 313,727,430.74
***************************
* END OF REPORT *
***************************
1
RUN ON : 05/22/00 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.31.46 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 2000-S6 CUTOFF : 05/01/00
POOL : 0004441
:
:
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 #
______________________________________________________________________________
1404601 100/100 F 514,000.00 ZZ
360 469,278.13 1
125 FOX CREEK ROAD 7.250 3,506.39 50
7.125 3,506.39 1,030,000.00
BLAINE COUNTY ID 83340 2 03/21/94 00
7783645 05 05/01/94 0
4364638 O 04/01/24
0
1614644 686/686 F 248,000.00 ZZ
360 241,064.62 1
1502 CUCIZ LANE 7.950 1,811.10 80
7.700 1,811.10 310,000.00
MILPITAS CA 95035 5 07/23/97 00
818334658 05 09/01/97 0
818334658 O 08/01/27
0
1679818 267/405 F 480,000.00 ZZ
360 469,054.31 1
153 PRIMROSE WAY 7.250 3,274.45 80
7.000 3,274.45 600,000.00
PALO ALTO CA 94303 1 12/22/97 00
5414330481 05 03/01/98 0
4330481 O 02/01/28
0
1924936 P06/G01 F 747,000.00 ZZ
360 742,249.43 1
17 HONORS DRIVE 7.875 5,416.27 75
7.625 5,416.27 997,000.00
NEWPORT BEACH CA 92660 1 07/22/99 00
0431513464 03 09/01/99 0
1
9901077 O 08/01/29
0
1945348 637/G01 F 65,700.00 ZZ
360 64,578.05 3
1 A-B-C CAMPBELL AVENUE 7.500 459.39 68
7.250 459.39 97,000.00
BISBEE AZ 85603 2 03/09/99 00
0431517580 05 05/01/99 0
0013405295 O 04/01/29
0
1957391 G81/G01 F 80,000.00 ZZ
360 78,899.36 1
8320 NW 103 STREET #102 6.625 512.25 94
6.375 512.25 86,000.00
HIALEAH GARDENS FL 33016 2 01/11/99 11
0431677608 01 03/01/99 30
021812020 O 02/01/29
0
1961826 992/G01 F 440,000.00 ZZ
360 439,085.59 1
29827 MAIN ROAD 7.875 3,190.31 39
7.625 3,190.31 1,130,000.00
ORIENT NY 11957 2 01/25/00 00
0431989912 05 03/01/00 0
843129 O 02/01/30
0
1967950 822/G01 F 152,500.00 ZZ
360 152,294.65 1
405 DARLINGTON ROAD 8.000 1,119.00 55
7.750 1,119.00 277,500.00
MEDIA PA 19063 1 02/28/00 00
0431893049 05 04/01/00 0
3626031608 O 03/01/30
0
1969640 025/025 F 335,900.00 ZZ
360 331,916.66 1
1140 WEST AVE 7.250 2,291.44 80
7.000 2,291.44 419,953.00
RICHMOND VA 23220 4 06/11/99 00
0000895700 05 08/01/99 0
0000895700 O 07/01/29
0
1
1970975 025/G01 F 350,000.00 ZZ
360 348,530.89 1
13032 TWISTED OAK DRIVE 7.875 2,537.74 70
7.625 2,537.74 505,000.00
OKLAHOMA CITY OK 73120 2 10/25/99 00
0431858158 05 12/01/99 0
135175297 O 11/01/29
0
1971672 G52/G01 F 58,500.00 ZZ
360 58,381.46 1
428 COLLEGE AVENUE 8.000 429.25 75
7.750 429.25 78,000.00
DE PERE WI 54115 5 01/24/00 00
0431870971 05 03/01/00 0
98506802 O 02/01/30
0
1971844 163/G01 F 297,000.00 ZZ
360 296,638.89 1
18 TIMBER POINT 8.500 2,283.67 90
8.250 2,283.67 330,000.00
ROCK HILL NY 12775 1 02/09/00 04
0431851963 05 04/01/00 25
1000160889 O 03/01/30
0
1973584 B90/G01 F 359,200.00 ZZ
360 358,751.92 1
5229 PARLIAMENT PLACE 8.375 2,730.18 80
8.125 2,730.18 449,000.00
ROCKFORD IL 61107 1 02/17/00 00
0431875301 05 04/01/00 0
901173751 O 03/01/30
0
1973876 163/G01 F 467,350.00 T
360 466,796.15 1
83 SPRING HILL ROAD 8.625 3,635.01 65
8.375 3,635.01 719,000.00
SANDWICH MA 02537 1 02/11/00 00
0431878412 05 04/01/00 0
1000205946 O 03/01/30
0
1973890 G56/G01 F 295,200.00 ZZ
360 294,430.02 1
1445 CROSSING WAY 8.250 2,217.74 90
8.000 2,217.74 328,000.00
1
AUBURN AL 36830 1 01/31/00 12
0431878446 05 03/01/00 25
160201913 O 02/01/30
0
1974585 405/405 F 292,000.00 ZZ
360 291,235.18 1
8509 EAST VIA MONTOYA 8.750 2,297.17 80
8.500 2,297.17 365,000.00
SCOTTSDALE AZ 85255 1 02/16/00 00
16487613 03 04/01/00 0
16487613 O 03/01/30
0
1974936 S89/G01 F 311,000.00 ZZ
360 310,156.90 1
36 ANDERSON WAY 8.000 2,282.01 80
7.750 2,282.01 388,874.00
MONMOUTH JUNCTI NJ 08852 1 12/23/99 00
0431886944 05 02/01/00 0
1123100694 O 01/01/30
0
1974995 L86/G01 F 368,000.00 ZZ
360 367,782.73 1
8765 EAST GARDEN VIEW DRIVE 8.625 2,862.27 80
8.375 2,862.27 460,000.00
ANAHEIM CA 92808 2 03/27/00 00
0431972264 03 05/01/00 0
20502708 O 04/01/30
0
1975260 624/G01 F 248,800.00 ZZ
360 248,653.11 1
18319 NE 28TH STREET 8.625 1,935.14 80
8.375 1,935.14 311,000.00
REDMOND WA 98052 2 03/01/00 00
0431890383 05 05/01/00 0
85300200066F O 04/01/30
0
1975307 757/G01 F 450,000.00 ZZ
352 449,388.49 1
115 BRADLEY CREEK CROSSING 8.250 3,398.46 63
8.000 3,398.46 725,000.00
SAVANNAH GA 31410 4 02/28/00 00
0431935212 05 04/01/00 0
8414666 O 07/01/29
0
1
1975504 163/G01 F 277,400.00 ZZ
360 277,095.82 1
13867 SOUTH CORNER RIDGE COURT 9.000 2,232.02 93
8.750 2,232.02 300,000.00
DRAPER UT 84020 1 02/25/00 04
0431892868 05 04/01/00 30
02177294242 O 03/01/30
0
1975961 G81/G01 F 90,000.00 ZZ
360 89,948.21 1
1050 SW 139 AVENUE 8.750 708.04 59
8.500 708.04 155,000.00
MIAMI FL 33184 1 03/08/00 00
0431899004 05 05/01/00 0
200002061 O 04/01/30
0
1976328 L75/L75 F 255,200.00 T
360 254,897.58 1
26 EQUESTRIAN DRIVE 8.625 1,984.92 80
8.375 1,984.92 320,000.00
WAYNESVILLE NC 28786 1 02/01/00 00
555583577 05 04/01/00 0
555583577 O 03/01/30
0
1976671 950/G01 F 113,500.00 ZZ
360 113,368.91 1
17446 OLD HWY 99 SOUTHWEST 8.750 892.91 80
8.500 892.91 141,900.00
TENINO WA 98589 1 02/28/00 00
0431916451 05 04/01/00 0
401000210101 O 03/01/30
0
1976845 637/G01 F 393,000.00 ZZ
360 389,102.99 1
615 131ST AVENUE NE 7.125 2,647.72 63
6.875 2,647.72 631,000.00
BELLEVUE WA 98005 2 04/14/99 00
0431933555 05 06/01/99 0
001514216 O 05/01/29
0
1977363 163/G01 F 650,000.00 ZZ
360 649,229.74 1
1
43 EDGEWATER DRIVE 8.625 5,055.63 74
8.375 5,055.63 880,000.00
WILTON CT 06897 1 02/29/00 00
0431927615 05 04/01/00 0
1000170114 O 03/01/30
0
1977409 P60/G01 F 280,000.00 ZZ
360 279,838.91 1
23260 W RIVER RD 8.750 2,202.76 80
8.500 2,202.76 350,000.00
GRAND RAPIDS OH 43522 4 03/17/00 00
0431931286 05 05/01/00 0
6100046626 O 04/01/30
0
1977427 405/405 F 276,000.00 ZZ
360 275,824.00 1
822 BROOKSHADE PKWY 8.250 2,073.50 80
8.000 2,073.50 345,000.00
ALPHARETTA GA 30004 1 03/10/00 00
16476558 05 05/01/00 0
16476558 O 04/01/30
0
1977528 637/G01 F 397,600.00 ZZ
360 397,382.82 1
78 PEACHTREE HILLS AVE 9.000 3,199.18 80
8.750 3,199.18 497,000.00
ATLANTA GA 30305 1 03/09/00 00
0431926013 05 05/01/00 0
0012069332 O 04/01/30
0
1977561 A35/G01 F 420,000.00 ZZ
360 419,752.04 1
28 POLLY DRIVE 8.625 3,266.71 78
8.375 3,266.71 540,000.00
HUNTINGTON NY 11743 1 03/20/00 00
0431925494 05 05/01/00 0
LP10208 O 04/01/30
0
1977713 G52/G01 F 290,700.00 ZZ
360 290,537.03 1
5000 NORTH POST TRAIL 8.875 2,312.94 85
8.625 2,312.94 342,000.00
TUCSON AZ 85750 1 03/17/00 10
0431934306 03 05/01/00 12
1
99004577 O 04/01/30
0
1978257 163/G01 F 641,750.00 ZZ
360 641,361.23 1
5392 BEAUMONT CANYON DRIVE 8.500 4,934.50 80
8.250 4,934.50 802,194.00
SAN JOSE CA 95138 1 03/14/00 00
0431937812 05 05/01/00 0
0217312044 O 04/01/30
0
1978400 637/G01 F 345,800.00 ZZ
360 345,567.97 1
40 LANMAN ROAD 8.000 2,537.36 70
7.750 2,537.36 494,000.00
NICEVILLE FL 32578 2 03/13/00 00
0431940352 05 05/01/00 0
0019068774 O 04/01/30
0
1978510 286/286 F 300,000.00 ZZ
360 299,625.76 1
1617 SW PALMCROFT DRIVE 8.375 2,280.22 75
8.125 2,280.22 402,000.00
PHOENIX AZ 85007 1 02/24/00 00
9704657 09 04/01/00 0
9704657 O 03/01/30
0
1978519 286/286 F 430,000.00 ZZ
360 429,463.60 1
71 STONEHEDGE DRIVE SOUTH 8.375 3,268.31 68
8.125 3,268.31 640,000.00
GREENWICH CT 06831 5 02/04/00 00
9699735 05 04/01/00 0
9699735 O 03/01/30
0
1978747 225/225 F 345,000.00 ZZ
347 344,335.56 1
19 DEVONSHIRE LANE 8.750 2,735.50 67
8.500 2,735.50 515,000.00
AMAGANSETT NY 11930 1 02/03/00 00
7094653 05 03/01/00 0
7094653 O 01/01/29
0
1
1978756 225/225 F 310,000.00 ZZ
360 309,802.32 1
3539 WESTOVER ROAD 8.250 2,328.93 80
8.000 2,328.93 387,500.00
ORANGE PARK FL 32073 1 03/09/00 00
8790872 05 05/01/00 0
8790872 O 04/01/30
0
1978807 225/225 F 312,000.00 ZZ
360 311,474.61 1
7 MOUNT VERNON AVENUE 8.125 2,316.59 80
7.875 2,316.59 390,000.00
SUMMIT NJ 07901 1 02/18/00 00
8786027 05 04/01/00 0
8786027 O 03/01/30
0
1978869 944/G01 F 280,000.00 ZZ
360 279,830.37 1
473 LINDEN AVENUE 8.500 2,152.96 80
8.250 2,152.96 350,000.00
SAN BRUNO CA 94066 1 03/23/00 00
0431972017 05 05/01/00 0
R00030526AFS O 04/01/30
0
1978898 225/225 F 318,750.00 ZZ
360 318,561.82 1
830 LEWIS FARM ROAD 8.625 2,479.20 75
8.375 2,479.20 425,000.00
KINGS MOUNTAIN NC 28086 5 03/03/00 00
8790930 05 05/01/00 0
8790930 O 04/01/30
0
1978960 E76/G01 F 330,000.00 ZZ
360 329,794.89 1
243 NORMANS STREET 8.375 2,508.24 75
8.125 2,508.24 440,000.00
GOLDEN CO 80403 2 03/27/00 00
0431947639 03 05/01/00 0
9999 O 04/01/30
0
1979003 964/G01 F 439,200.00 ZZ
360 438,912.70 1
1349 WEST 35TH STREET 8.125 3,261.05 80
7.875 3,261.05 549,000.00
1
SAN PEDRO CA 90731 1 03/21/00 00
0431950997 05 05/01/00 0
1176957109 O 04/01/30
0
1979145 K81/G01 F 112,000.00 T
360 111,940.40 1
1050 N ATLANTIC AVE #107 9.125 911.27 70
8.875 911.27 160,000.00
COCOA BEACH FL 32931 1 03/31/00 00
0431973197 06 05/01/00 0
2500669 O 04/01/30
0
1979160 637/G01 F 316,800.00 ZZ
360 316,608.08 1
7748 CROSSRIDGE ROAD 8.500 2,435.92 80
8.250 2,435.92 396,000.00
DUBLIN CA 94568 1 03/17/00 00
0431972520 05 05/01/00 0
0019576545 O 04/01/30
0
1979333 926/926 F 360,000.00 ZZ
360 360,000.00 1
7 OLD FORT LANE 8.625 2,800.05 80
8.375 2,800.05 450,000.00
HILTON HEAD ISL SC 29926 1 04/07/00 00
163019049 03 06/01/00 0
163019049 O 05/01/30
0
1979381 926/G01 F 287,700.00 ZZ
360 287,117.50 1
RT 1 BOX 84 8.375 2,186.73 90
8.125 2,186.73 319,700.00
RIDGELAND SC 29936 1 02/15/00 10
0431968874 03 04/01/00 25
163018751 O 03/01/30
0
1979714 R71/G01 F 999,500.00 ZZ
360 998,878.76 1
4981 KALANIANAOLE HIGHWAY 8.375 7,596.92 63
8.125 7,596.92 1,600,000.00
HONOLULU HI 96821 5 03/24/00 00
0431979855 05 05/01/00 0
000301001 O 04/01/30
0
1
1979719 562/G01 F 331,200.00 ZZ
360 331,004.46 1
49 HALSEY ROAD 8.625 2,576.04 90
8.375 2,576.04 368,000.00
REMSENBURG NY 11960 1 03/28/00 04
0431963537 05 05/01/00 25
614735 O 04/01/30
0
1979730 637/G01 F 152,000.00 ZZ
360 151,914.79 1
2813 NE 13TH AVENUE 8.875 1,209.38 67
8.625 1,209.38 228,000.00
PORTLAND OR 97212 1 03/15/00 00
0431965078 05 05/01/00 0
0016820276 O 04/01/30
0
1979772 808/G01 F 83,250.00 ZZ
360 83,202.10 1
1523 CAMELOT DRIVE 8.750 654.93 75
8.500 654.93 111,000.00
CORONA CA 92882 1 03/27/00 00
0431969633 09 05/01/00 0
9314299 O 04/01/30
0
1979874 L48/G01 F 291,900.00 ZZ
360 291,732.06 1
1197 PRESCOTT 8.750 2,296.38 70
8.500 2,296.38 417,000.00
EAST LANSING MI 48823 5 03/31/00 00
0431963578 05 05/01/00 0
49720 O 04/01/30
0
1979911 163/G01 F 180,000.00 ZZ
360 179,802.62 2
10 HURRICANE RIDGE ROAD 9.000 1,448.32 67
8.750 1,448.32 272,000.00
HARPSWELL ME 04079 1 02/29/00 00
0431976547 05 04/01/00 0
1000204401 O 03/01/30
0
1979918 P60/G01 F 340,000.00 ZZ
360 339,804.39 1
1
1386 TERRACE DRIVE 8.750 2,674.78 80
8.500 2,674.78 425,000.00
MT LEBANON PA 15228 1 03/29/00 00
0431971720 05 05/01/00 0
1300082837 O 04/01/30
0
1979987 624/G01 F 228,000.00 ZZ
360 228,000.00 1
1240 BODEGA BAY DRIVE 8.625 1,773.36 80
8.375 1,773.36 285,000.00
CHULA VISTA CA 91915 1 04/06/00 00
0431986918 03 06/01/00 0
3700620002 O 05/01/30
0
1979996 637/G01 F 388,000.00 ZZ
360 387,793.52 1
1164 MOORES MILL ROAD NW 9.125 3,156.90 80
8.875 3,156.90 485,000.00
ATLANTA GA 30327 1 03/23/00 00
0431966399 05 05/01/00 0
0012070702 O 04/01/30
0
1980022 356/G01 F 375,000.00 ZZ
360 374,789.77 1
1230 BONITA AVENUE 8.875 2,983.67 75
8.625 2,983.67 500,000.00
BERKELEY CA 94709 1 03/24/00 00
0431964709 05 05/01/00 0
2809101 O 04/01/30
0
1980121 964/G01 F 556,000.00 ZZ
360 556,000.00 1
2331 SOUTWEST CACTUS DRIVE 8.625 4,324.51 80
8.375 4,324.51 695,000.00
PORTLAND OR 97205 1 04/04/00 00
0431977131 05 06/01/00 0
60103345 O 05/01/30
0
1980131 964/G01 F 299,250.00 ZZ
360 299,250.00 1
1 DEUCE COURT 8.750 2,354.20 95
8.500 2,354.20 315,000.00
FAIRFAX CA 94930 1 04/07/00 04
0431977511 03 06/01/00 30
1
74369 O 05/01/30
0
1980161 665/G01 F 300,000.00 ZZ
360 299,822.88 1
78 BELHAVEN COURT 8.625 2,333.37 58
8.375 2,333.37 525,000.00
DALY CITY CA 94015 5 03/30/00 00
0431979343 03 05/01/00 0
0001238291 O 04/01/30
0
1980169 H47/G01 F 394,640.00 ZZ
360 394,640.00 1
9288 EAST ASPEN HILL PLACE 8.500 3,034.45 80
8.250 3,034.45 493,301.00
LITTLETON CO 80124 1 04/07/00 00
0431971530 03 06/01/00 0
MC00050000403 O 05/01/30
0
1980194 F27/F27 F 386,800.00 ZZ
360 386,540.47 1
37715 PIGGOTT HOUSE PLACE 8.000 2,838.20 80
7.750 2,838.20 483,528.00
PURCELLVILLE VA 20132 4 03/01/00 00
6061109844 03 05/01/00 0
6061109844 O 04/01/30
0
1980276 A50/A50 F 62,250.00 ZZ
360 62,183.49 1
4832 HEARTHSTONE DRIVE 9.125 506.49 75
8.875 506.49 83,000.00
COLUMBUS GA 31909 2 02/22/00 00
127633 05 04/01/00 0
127633 O 03/01/30
0
1980295 665/G01 F 336,000.00 ZZ
360 335,796.45 1
1727 27TH AVENUE 8.500 2,583.55 70
8.250 2,583.55 480,000.00
SAN FRANCISCO CA 94122 1 03/23/00 00
0431969922 07 05/01/00 0
0001237838 O 04/01/30
0
1
1980310 K81/G01 F 149,100.00 ZZ
360 149,018.56 1
1565 SOUTH PLAZA ROAD 9.000 1,199.69 75
8.750 1,199.69 200,000.00
EMMETT ID 83617 4 03/27/00 00
0431985498 05 05/01/00 0
5500105 O 04/01/30
0
1980329 808/G01 F 300,000.00 ZZ
360 299,836.13 1
23002 HADEN COURT 9.000 2,413.87 80
8.750 2,413.87 375,000.00
SANTA CLARITA CA 91321 1 03/28/00 00
0431969856 05 05/01/00 0
9501363 O 04/01/30
0
1980376 163/G01 F 780,000.00 ZZ
360 779,527.47 1
115 PRINCETON AVENUE 8.500 5,997.53 61
8.250 5,997.53 1,280,000.00
BRICK NJ 08724 1 03/27/00 00
0431973569 05 05/01/00 0
1000206867 O 04/01/30
0
1980381 163/G01 F 504,000.00 ZZ
360 503,702.44 1
1789 NORTH TOWAB WAY 8.625 3,920.06 80
8.375 3,920.06 630,000.00
IVINS UT 84738 2 03/07/00 00
0431972777 03 05/01/00 0
217301922 O 04/01/30
0
1980408 163/G01 F 650,000.00 ZZ
360 649,626.03 1
25 ROSE ARBOR LANE 8.750 5,113.55 77
8.500 5,113.55 845,000.00
WALNUT CREEK CA 94596 1 03/09/00 00
0431973213 03 05/01/00 0
717298730 O 04/01/30
0
1980574 964/G01 F 279,200.00 ZZ
360 279,200.00 1
17928 MANHATTAN PLACE 8.250 2,097.54 80
8.000 2,097.54 349,000.00
1
TORRANCE CA 90504 1 04/05/00 00
0431977099 05 06/01/00 0
74335 O 05/01/30
0
1980695 623/G01 F 410,000.00 ZZ
360 409,751.62 1
3146 HOMER STREET 8.500 3,152.55 80
8.250 3,152.55 512,500.00
SAN DIEGO CA 92106 1 03/16/00 00
0431973288 05 05/01/00 0
1929823 O 04/01/30
0
1980719 116/116 F 372,600.00 ZZ
360 372,600.00 1
103 CRIMSON RIDGE COURT 8.250 2,799.22 80
8.000 2,799.22 465,797.00
THE WOODLANDS TX 77381 1 04/10/00 00
91067868 03 06/01/00 0
91067868 O 05/01/30
0
1980821 B57/G01 F 441,350.00 ZZ
360 441,350.00 1
3933 MANDEVILLE CANYON ROAD 8.625 3,432.78 65
8.375 3,432.78 679,000.00
LOS ANGELES CA 90049 1 04/04/00 00
0431995430 05 06/01/00 0
2011311 O 05/01/30
0
1980851 637/G01 F 315,500.00 ZZ
360 315,298.81 1
5051 ASHLEY WOODS DRIVE 8.250 2,370.25 80
8.000 2,370.25 394,375.00
GRANITE BAY CA 95746 1 03/24/00 00
0432004828 03 05/01/00 0
0015375033 O 04/01/30
0
1980863 163/G01 F 500,000.00 ZZ
360 499,704.80 1
65 PINNACLE ROAD 8.625 3,888.95 66
8.375 3,888.95 760,000.00
LYME NH 03768 1 03/31/00 00
0431978816 05 05/01/00 0
1000171613 O 04/01/30
0
1
1980866 A21/G01 F 315,000.00 ZZ
360 315,000.00 1
783 SCOTT DRIVE 8.125 2,338.87 90
7.875 2,338.87 350,000.00
RIVER VALE NJ 07675 1 04/17/00 12
0431991413 05 06/01/00 25
0210106324 O 05/01/30
0
1980867 964/G01 F 300,000.00 ZZ
360 300,000.00 1
5254 VISTA DEL SOL 8.375 2,280.22 80
8.125 2,280.22 375,000.00
CYPRESS CA 90630 1 04/04/00 00
0431985084 05 06/01/00 0
73619 O 05/01/30
0
1980895 163/G01 F 296,000.00 ZZ
360 295,825.24 1
8 FOUR BRIDGES ROAD 8.625 2,302.26 75
8.375 2,302.26 395,000.00
CHESTER NJ 07930 5 03/24/00 00
0431981323 05 05/01/00 0
1000148787 O 04/01/30
0
1980896 163/G01 F 319,000.00 ZZ
360 318,816.47 1
85 POWDER HILL ROAD 8.750 2,509.57 80
8.500 2,509.57 399,000.00
BEDFORD NH 03110 1 03/29/00 00
0431978394 05 05/01/00 0
100017339 O 04/01/30
0
1980902 F27/F27 F 387,050.00 ZZ
360 386,790.29 1
6852 FERN HOLLY COURT 8.000 2,840.04 80
7.750 2,840.04 483,841.00
SPRINGFIELD VA 22150 1 03/09/00 00
6060084058 03 05/01/00 0
6060084058 O 04/01/30
0
1980905 H47/G01 F 316,000.00 ZZ
360 316,000.00 1
1
10864 WEST COCO PLACE 8.500 2,429.77 75
8.250 2,429.77 424,410.00
LITTLETON CO 80127 1 04/10/00 00
0431983055 03 06/01/00 0
240930005 O 05/01/30
0
1980907 H47/G01 F 339,556.00 ZZ
360 339,355.52 1
10741 WILDRIDGE COURT 8.625 2,641.04 90
8.375 2,641.04 377,296.00
PARKER CO 80138 1 03/31/00 04
0431984459 03 05/01/00 25
465783564 O 04/01/30
0
1980939 025/G01 F 283,100.00 ZZ
360 282,632.59 1
8187 WILLOW DRIVE 9.000 2,277.89 80
8.750 2,277.89 353,990.00
CYPRESS CA 90630 1 01/20/00 00
0431982982 05 03/01/00 0
0137653531 O 02/01/30
0
1980943 025/G01 F 273,800.00 ZZ
360 273,475.54 1
37946 SWEET MAGNOLIA WAY 8.625 2,129.59 90
8.375 2,129.59 304,223.00
MURRIETA AREA CA 92563 1 02/16/00 04
0431986298 05 04/01/00 25
0137647814 O 03/01/30
0
1980947 025/G01 F 300,000.00 ZZ
360 299,808.70 1
236 AUTUMN DRIVE 8.250 2,253.80 67
8.000 2,253.80 448,500.00
FRANKLINTON NC 27525 2 03/08/00 00
0431983097 03 05/01/00 0
0137575403 O 04/01/30
0
1980951 025/G01 F 285,000.00 ZZ
360 284,822.85 1
1220 ROUND MEADOW DRIVE 8.375 2,166.21 67
8.125 2,166.21 426,000.00
CHRISTIANSBURG VA 24073 2 02/29/00 00
0431983154 05 05/01/00 0
1
0110487287 O 04/01/30
0
1980965 025/G01 F 325,000.00 ZZ
360 324,604.83 1
2713 BELVOIR BLVD 8.500 2,498.97 62
8.250 2,498.97 525,000.00
SHAKER HTS OH 44122 1 02/22/00 00
0431985225 05 04/01/00 0
137723532 O 03/01/30
0
1980967 025/G01 F 265,000.00 ZZ
360 264,514.57 1
3156 PEANUT BRITTLE DRIVE 8.500 2,037.63 74
8.250 2,037.63 362,000.00
SAN JOSE CA 95148 5 01/18/00 00
0431984277 05 03/01/00 0
0137422606 O 02/01/30
0
1980969 F27/F27 F 605,850.00 ZZ
360 605,443.48 1
16608 MEDINAH COURT 8.000 4,445.52 80
7.750 4,445.52 757,350.00
SILVER SPRING MD 20905 1 03/10/00 00
6060105888 03 05/01/00 0
6060105888 O 04/01/30
0
1980971 025/G01 F 295,000.00 ZZ
360 294,650.41 1
29122 GOLDEN GATE CANYON ROAD 8.625 2,294.48 58
8.375 2,294.48 515,000.00
GOLDEN CO 80403 2 02/07/00 00
0431984624 05 04/01/00 0
0137684072 O 03/01/30
0
1980973 025/G01 F 444,000.00 ZZ
360 443,100.29 1
11933 SOUTH ERIE AVENUE 8.000 3,257.91 80
7.750 3,257.91 555,000.00
TULSA OK 74137 1 01/21/00 00
0431984244 05 03/01/00 0
137581781 O 02/01/30
0
1
1980975 025/G01 F 352,000.00 ZZ
360 351,571.99 1
2400 W 141ST ST 8.500 2,706.58 80
8.250 2,706.58 440,000.00
LEAWOOD KS 66224 1 03/02/00 00
0431984228 03 04/01/00 0
0137726105 O 03/01/30
0
1980981 025/G01 F 292,800.00 ZZ
360 292,443.98 1
2704 SW 121ST COURT 8.500 2,251.38 80
8.250 2,251.38 366,000.00
OKLAHOMA CITY OK 73170 2 02/07/00 00
0431984087 03 04/01/00 0
110833936 O 03/01/30
0
1980983 025/G01 F 325,800.00 ZZ
360 325,022.25 1
4681 CROWFOOT VALLEY RD 8.625 2,534.04 67
8.375 2,534.04 490,000.00
CASTLE ROCK CO 80104 2 12/13/99 00
0431985266 05 02/01/00 0
0137456109 O 01/01/30
0
1980984 025/G01 F 295,000.00 ZZ
360 294,641.30 1
5709 LAUREL RIDGE ROAD 8.500 2,268.30 77
8.250 2,268.30 385,000.00
CHATTANOOGA TN 37416 1 02/29/00 00
0431984293 05 04/01/00 0
0137738068 O 03/01/30
0
1980985 025/G01 F 324,000.00 ZZ
360 323,635.38 1
1384 SOUTH GULLEY 8.875 2,577.89 90
8.625 2,577.89 360,000.00
DEARBORN HEIGHT MI 48127 1 02/07/00 10
0431985290 05 04/01/00 25
0137720074 O 03/01/30
0
1980989 025/G01 F 278,400.00 ZZ
360 277,495.55 1
7923 MULBERRY CIRCLE 8.000 2,042.80 80
7.750 2,042.80 348,000.00
1
WICHITA KS 67226 2 01/31/00 00
0431985886 05 03/01/00 0
0110514338 O 02/01/30
0
1980999 J73/G01 F 39,900.00 ZZ
360 39,875.82 1
3642 NE 171ST STREET #308 8.500 306.80 70
8.250 306.80 57,000.00
NORTH MIAMI BEA FL 33160 1 03/28/00 00
0431990969 08 05/01/00 0
0002075 O 04/01/30
0
1981000 025/G01 F 308,800.00 ZZ
360 307,744.10 1
6520 81ST AVENUE SE 7.375 2,132.81 80
7.125 2,132.81 386,000.00
MERCER ISLAND WA 98040 1 12/13/99 00
0431985308 03 02/01/00 0
0135016723 O 01/01/30
0
1981002 025/G01 F 304,100.00 ZZ
360 303,748.80 1
8173 PEPPERTREE LANE 8.750 2,392.36 80
8.500 2,392.36 380,243.00
CYPRESS CA 90630 1 02/17/00 00
0431985167 05 04/01/00 0
0137650941 O 03/01/30
0
1981004 025/G01 F 344,000.00 ZZ
360 343,592.34 1
2300 WINDMILL CIRCLE 8.625 2,675.60 80
8.375 2,675.60 430,000.00
ELIZABETH CO 80107 1 02/25/00 00
0431985324 05 04/01/00 0
0137682340 O 03/01/30
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1981125 163/163 F 300,000.00 ZZ
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1981183 134/134 F 285,000.00 ZZ
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2218 RIDGEMOOR COURT 8.850 2,262.49 75
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10026193 05 04/01/00 0
10026193 O 03/01/30
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1981194 134/134 F 304,000.00 ZZ
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1981199 134/134 F 429,600.00 ZZ
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1981206 134/134 F 400,000.00 ZZ
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10170892 O 10/01/29
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1981209 134/134 F 350,000.00 ZZ
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1981222 134/134 F 280,000.00 ZZ
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0431987866 03 06/01/00 0
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1981230 134/134 F 327,687.00 T
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1981231 U05/G01 F 273,000.00 ZZ
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3022179 O 04/01/30
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1981234 665/G01 F 280,000.00 ZZ
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0431984707 05 06/01/00 0
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1981243 134/134 F 285,000.00 ZZ
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1981250 134/134 F 900,000.00 ZZ
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9170721 O 03/01/30
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9304791 03 04/01/00 0
9304791 O 03/01/30
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1981255 134/134 F 360,000.00 ZZ
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1981257 134/134 F 341,600.00 ZZ
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1981259 A50/A50 F 75,500.00 ZZ
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1981261 A50/A50 F 374,400.00 ZZ
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1981270 134/134 F 303,200.00 ZZ
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09587288 O 03/01/30
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1981273 134/134 F 310,000.00 ZZ
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1981275 134/134 F 440,000.00 ZZ
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10043206 O 03/01/30
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1981286 964/G01 F 170,300.00 ZZ
360 170,300.00 1
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COSTA MESA CA 92626 1 04/11/00 00
0431988260 09 06/01/00 0
73222 O 05/01/30
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10123024 O 04/01/30
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1981310 134/134 F 347,500.00 ZZ
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1520 BARLOW LAKE 7.950 2,553.73 78
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5889522 O 06/01/29
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1981319 134/134 F 288,150.00 ZZ
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7338592 O 02/01/29
0
1981331 134/134 F 240,000.00 ZZ
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7225 HOLLOWBROOK DRIVE 7.900 1,758.02 80
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1981339 134/134 F 300,000.00 T
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7835668 05 03/01/00 0
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7855434 03 07/01/99 0
7855434 O 06/01/29
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1981361 A50/A50 F 285,200.00 ZZ
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1981362 134/134 F 300,000.00 ZZ
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1981366 134/134 F 300,000.00 ZZ
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30720 VERNON DRIVE 8.700 2,349.40 75
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9333069 O 03/01/30
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1981429 665/G01 F 297,000.00 ZZ
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0431985993 05 06/01/00 25
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1981580 134/134 F 280,000.00 ZZ
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0431988526 03 06/01/00 0
75135 O 05/01/30
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1981613 964/G01 F 308,000.00 ZZ
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1981748 964/G01 F 559,600.00 ZZ
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72663 O 05/01/30
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1981835 134/134 F 529,679.83 ZZ
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1981868 964/G01 F 284,900.00 ZZ
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1982078 E66/E66 F 290,000.00 ZZ
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1982399 964/G01 F 400,000.00 ZZ
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1982446 225/225 F 307,900.00 ZZ
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1982447 225/225 F 360,000.00 ZZ
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1982487 225/225 F 318,500.00 ZZ
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1982639 M32/M32 F 450,000.00 ZZ
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1982640 M32/M32 F 300,000.00 T
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1982721 225/225 F 440,000.00 ZZ
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1982730 225/225 F 310,400.00 T
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GALVESTON TX 77554 1 03/17/00 00
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1982732 225/225 F 434,400.00 ZZ
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2600 WAKE FOREST DRIVE 8.500 3,340.17 80
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1982735 225/225 F 300,000.00 ZZ
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1982738 225/225 F 325,600.00 ZZ
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40844 SANDPIPER COURT 8.500 2,503.59 90
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1982740 225/225 F 280,000.00 ZZ
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1983222 163/G01 F 300,000.00 ZZ
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1983282 964/G01 F 276,000.00 ZZ
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1
HENDERSON NV 89014 1 04/13/00 00
0432013019 03 06/01/00 0
481622 O 05/01/30
0
1983765 526/526 F 262,500.00 ZZ
360 262,500.00 1
6 DOLLY DR 8.500 2,018.40 75
8.250 2,018.40 350,000.00
WORCHESTER MA 01604 1 04/20/00 00
0396058 05 06/01/00 0
0396058 O 05/01/30
0
1983844 163/G01 F 380,000.00 ZZ
360 380,000.00 1
16 FINN AVENUE 8.625 2,955.60 80
8.375 2,955.60 475,000.00
NEWFIELDS NH 03856 1 04/28/00 00
0432015840 05 06/01/00 0
1000170514 O 05/01/30
0
2874820 638/G01 F 360,000.00 ZZ
360 357,971.86 1
20003 MACINAC COURT 7.875 2,610.25 80
7.625 2,610.25 450,000.00
KATHY TX 77450 1 08/09/99 00
0431433960 03 10/01/99 0
8908730 O 09/01/29
0
2936311 286/286 F 480,000.00 ZZ
360 476,382.03 1
322 HUMPHREY STREET 7.500 3,356.23 79
7.250 3,356.23 609,000.00
SWAMPSCOTT MA 01907 1 09/01/99 00
0000628501 05 10/01/99 0
0000628501 O 09/01/29
0
2959563 299/G01 F 476,000.00 ZZ
360 473,396.78 1
822 WOODBURN DRIVE 8.625 3,702.28 80
8.375 3,702.28 595,000.00
BRENTWOOD TN 37027 5 08/06/99 00
0431620202 03 09/01/99 0
1098685 O 08/01/29
0
1
2960309 526/526 F 671,100.00 ZZ
360 666,579.53 1
696 SILVER SAGE CT 7.875 4,865.94 80
7.625 4,865.94 838,904.00
LIVERMORE CA 94550 1 07/29/99 00
0377841 05 09/01/99 0
0377841 O 08/01/29
0
2960393 526/526 F 340,000.00 ZZ
360 338,267.46 1
1814 SCENIC DRIVE 8.375 2,584.25 78
8.125 2,584.25 440,000.00
ESCONDIDO CA 92029 1 09/01/99 00
9190763 05 10/01/99 0
9190763 O 09/01/29
0
2977492 076/076 F 350,300.00 T
360 347,559.50 1
55687 US HWY 6 & 24 7.375 2,419.44 78
7.125 2,419.44 450,000.00
GLENWOOD SPRING CO 81601 5 06/03/99 00
4048204 05 08/01/99 0
4048204 O 07/01/29
0
3099049 601/G01 F 255,600.00 ZZ
360 254,280.03 1
5651 PONY CT 7.625 1,809.13 90
7.375 1,809.13 284,000.00
OCEANSIDE CA 92057 1 09/20/99 11
0431749126 05 11/01/99 25
60124799 O 10/01/29
0
3126374 F28/G01 F 397,500.00 ZZ
360 395,913.20 1
23 ANDRE HILL 8.125 2,951.43 75
7.875 2,951.43 530,000.00
TAPPAN NY 10983 1 10/25/99 00
0431997501 05 12/01/99 0
5086642 O 11/01/29
0
3128699 286/286 F 364,000.00 ZZ
360 362,988.10 1
1
1038 W MONROE ST #14 7.875 2,639.25 80
7.625 2,639.25 455,000.00
CHICAGO IL 60607 1 12/23/99 00
0000645381 03 02/01/00 0
0000645381 O 01/01/30
0
3131216 623/G01 F 316,150.00 ZZ
360 315,355.70 1
4032 HIGHLAND CASTLE COURT 8.375 2,402.97 90
8.125 2,402.97 351,300.00
LAS VEGAS NV 89129 1 12/01/99 10
0431770486 03 02/01/00 25
1322697 O 01/01/30
0
3148136 976/976 F 450,000.00 ZZ
360 448,545.34 1
11300 HEARTH COURT 8.250 3,380.71 61
8.000 3,380.71 742,000.00
GREAT FALLS VA 22066 2 11/24/99 00
5872557 03 01/01/00 0
5872557 O 12/01/29
0
3213531 623/G01 F 560,000.00 ZZ
360 558,865.23 1
6905 TREASURE ISLAND ROAD 8.000 4,109.08 80
7.750 4,109.08 700,000.00
LEESBURG FL 34788 1 01/10/00 00
0431853928 05 03/01/00 0
1427707 O 02/01/30
0
3213541 623/623 F 524,550.00 ZZ
360 523,078.50 1
3820 FOXGLOVE CT NE 8.250 3,940.77 80
8.000 3,940.77 655,728.00
GRAND RAPIDS MI 49525 1 12/29/99 00
1251498 29 02/01/00 0
1251498 O 01/01/30
0
3226084 943/943 F 320,000.00 ZZ
360 319,148.99 1
545 SILVERWOOD TRAIL 8.250 2,404.05 79
8.000 2,404.05 410,000.00
NORTH LITTLE RO AR 72116 2 12/29/99 00
9080048252 05 02/01/00 0
1
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0
3226102 943/943 F 296,000.00 ZZ
360 286,549.29 1
170 EAST 87TH ST UNIT 12D 8.625 2,302.26 80
8.375 2,302.26 370,000.00
NEW YORK NY 10128 1 09/01/99 00
9090090402 06 10/01/99 0
9090090402 O 09/01/29
0
3230826 M32/M32 F 715,000.00 ZZ
360 710,989.26 1
3616 OCEANVIEW AVE 8.500 5,497.74 100
8.250 5,497.74 715,000.00
LOS ANGELES CA 90066 1 07/22/99 00
124081704 05 09/01/99 0
124081704 O 08/01/29
0
3232162 736/G01 F 297,000.00 ZZ
360 296,674.32 1
30-14 81ST STREET 9.000 2,389.73 95
8.750 2,389.73 312,700.00
JACKSON HEIGHTS NY 11372 1 02/11/00 01
0431894831 05 04/01/00 30
100354109 O 03/01/30
0
3237094 A06/G01 F 251,250.00 ZZ
360 250,995.23 1
27070 CECILE 9.375 2,089.78 75
9.125 2,089.78 335,000.00
DEARBORN HEIGHT MI 48127 2 02/11/00 00
0431899202 05 04/01/00 0
1000009946543 O 03/01/30
0
3238900 K08/G01 F 362,500.00 ZZ
360 362,081.36 1
261 MONTROSE DRIVE 8.750 2,851.79 74
8.500 2,851.79 490,000.00
MCDONOUGH GA 30253 2 02/18/00 00
0411842693 03 04/01/00 0
0411842693 O 03/01/30
0
1
3246395 943/943 F 396,000.00 ZZ
360 395,493.22 1
20 SALEM DRIVE 8.250 2,975.02 80
8.000 2,975.02 495,000.00
COLTS NECK NJ 07722 1 02/14/00 00
9559600706 05 04/01/00 0
9559600706 O 03/01/30
0
3252566 286/286 F 560,960.00 ZZ
360 560,223.61 1
4053 GUADELOUPE ST 8.125 4,165.12 80
7.875 4,165.12 701,200.00
BOULDER CO 80301 1 02/15/00 00
0000647990 03 04/01/00 0
0000647990 O 03/01/30
0
3252589 286/286 F 396,000.00 ZZ
360 395,480.17 1
4910 EDGEMOOR LANE 8.125 2,940.29 80
7.875 2,940.29 495,000.00
BETHESDA MD 20814 1 02/14/00 00
0009620576 03 04/01/00 0
0009620576 O 03/01/30
0
3253831 E84/G01 F 445,000.00 T
360 444,120.81 1
7841 TRIESTE PLACE 8.125 3,304.11 78
7.875 3,304.11 570,945.00
DELRAY BEACH FL 33446 1 01/11/00 00
0431891084 03 03/01/00 0
11202144 O 02/01/30
0
3271888 K08/G01 F 126,000.00 ZZ
360 125,927.51 1
15297 CAROLINE AVENUE 8.750 991.24 80
8.500 991.24 157,500.00
FORT LUPTON CO 80621 1 03/07/00 00
0411857980 05 05/01/00 0
0411857980 O 04/01/30
0
3272152 253/253 F 443,900.00 ZZ
360 443,400.44 1
11817 BROOKHILL LANE 8.875 3,531.87 80
8.625 3,531.87 554,877.00
1
DALLAS TX 75230 1 02/18/00 14
941684 03 04/01/00 25
941684 O 03/01/30
0
3275384 G75/G75 F 292,050.00 ZZ
360 291,611.99 1
19 SVEN ROAD 8.750 2,297.56 90
8.500 2,297.56 324,550.00
WASHINGTON NJ 08691 1 02/04/00 10
03900429 03 04/01/00 25
03900429 O 03/01/30
0
3275386 G75/G75 F 67,000.00 ZZ
360 65,546.17 1
4207 FORSYTHIA DRIVE 8.625 521.12 55
8.375 521.12 124,000.00
CINCINNATI OH 45245 1 12/15/99 00
04005674 05 02/01/00 0
04005674 O 01/01/30
0
3275396 G75/G75 F 260,000.00 ZZ
360 259,536.16 1
18 ROOSEVELT WAY 8.625 2,022.26 80
8.375 2,022.26 325,000.00
WASHINGTON TOWN NJ 08691 1 01/05/00 00
03871539 05 03/01/00 0
03871539 O 02/01/30
0
3275400 G75/G75 F 333,000.00 ZZ
360 332,258.19 1
12873 127TH COURT 8.750 2,619.72 90
8.500 2,619.72 370,000.00
URBANDALE IA 50322 1 01/27/00 10
03981277 05 03/01/00 30
03981277 O 02/01/30
0
3275404 G75/G75 F 224,250.00 ZZ
360 223,977.34 1
1869 DISNEY ESTATES CIRCLE 8.500 1,724.29 80
8.250 1,724.29 280,331.00
SEVERN MD 21144 1 02/24/00 00
03966960 03 04/01/00 0
03966960 O 03/01/30
0
1
3276280 526/526 F 350,000.00 ZZ
360 349,359.38 1
8300 EAST DIXILETA DRIVE #233 8.500 2,691.20 41
8.250 2,691.20 858,254.00
SCOTTSDALE AZ 85262 1 01/12/00 00
0391166 03 03/01/00 0
0391166 O 02/01/30
0
3276282 526/526 F 280,000.00 ZZ
360 279,460.66 1
3367 MURRAY DR 8.250 2,103.55 80
8.000 2,103.55 350,000.00
EUGENE OR 97405 1 01/14/00 00
0392139 03 03/01/00 0
0392139 O 02/01/30
0
3276295 526/526 F 300,000.00 ZZ
360 299,596.08 1
4811 WELFORD DRIVE 8.000 2,201.29 44
7.750 2,201.29 686,400.00
BELLAIRE TX 77401 1 02/28/00 00
0391829 05 04/01/00 0
0391829 O 03/01/30
0
3276297 526/526 F 94,000.00 T
360 93,893.14 1
905 JENNIFER ST 9.000 756.35 29
8.750 756.35 325,000.00
INCLINE VILLAGE NV 89451 1 02/14/00 00
0392442 05 04/01/00 0
0392442 O 03/01/30
0
3276302 526/526 F 64,900.00 ZZ
360 64,828.81 1
3079 TALLEY DR 9.000 522.21 73
8.750 522.21 89,900.00
LAKE HAVASU CIT AZ 86404 1 02/17/00 00
0394697 05 04/01/00 0
0394697 O 03/01/30
0
3280669 K08/G01 F 309,950.00 ZZ
360 309,610.13 1
1
13655 STONEY BROOK DRIVE 9.000 2,493.93 79
8.750 2,493.93 397,000.00
RENO NV 89511 2 02/28/00 00
0411853070 05 04/01/00 0
0411853070 O 03/01/30
0
3285895 M32/M32 F 341,900.00 ZZ
360 341,692.87 1
8000 FLAGSTAFF 8.500 2,628.92 89
8.250 2,628.92 385,000.00
COMMERCE MI 48382 1 03/02/00 01
501276208 05 05/01/00 12
501276208 O 04/01/30
0
3287416 K08/G01 F 492,000.00 ZZ
360 491,724.18 1
8407 EAST DEL CAMINO DRIVE 8.875 3,914.57 80
8.625 3,914.57 615,000.00
SCOTTSDALE AZ 85258 2 03/09/00 00
0411855463 09 05/01/00 0
0411855463 O 04/01/30
0
3287577 696/G01 F 560,000.00 ZZ
360 559,660.75 1
9602 SYMPHONY MEADOW LANE 8.500 4,305.92 79
8.250 4,305.92 710,584.00
VIENNA VA 22182 1 03/15/00 00
0431912500 05 05/01/00 0
23799257 O 04/01/30
0
3290972 696/G01 F 268,000.00 ZZ
360 267,845.81 1
7019 ENTERPRISE AVENUE 8.750 2,108.36 80
8.500 2,108.36 335,000.00
MCLEAN VA 22101 1 03/17/00 00
0431913300 05 05/01/00 0
23300031 O 04/01/30
0
3292945 560/560 F 250,000.00 ZZ
360 249,680.06 1
710 RIVER MIST DRIVE 8.250 1,878.17 84
8.000 1,878.17 297,853.00
SUWANEE GA 30024 1 02/23/00 21
651280026 03 04/01/00 25
1
651280026 O 03/01/30
0
3293178 560/560 F 308,000.00 ZZ
360 306,135.51 1
40 SIMMONS LANE 8.250 2,313.91 76
8.000 2,313.91 407,500.00
SEVERNA PARK MD 21146 1 02/25/00 00
501554000 03 04/01/00 0
501554000 O 03/01/30
0
3293183 560/560 F 283,700.00 ZZ
360 281,315.75 1
962 CLARELLEN DRIVE 8.500 2,181.41 82
8.250 2,181.41 350,000.00
FORT MYERS FL 33919 2 02/24/00 10
501793400 03 04/01/00 12
501793400 O 03/01/30
0
3293188 560/560 F 306,000.00 ZZ
360 305,493.70 1
7796 PETERSON POINT ROAD 8.625 2,380.04 90
8.375 2,380.04 340,000.00
MILTON FL 32583 2 02/24/00 04
501867402 05 04/01/00 25
501867402 O 03/01/30
0
3293195 560/560 F 220,000.00 ZZ
360 219,251.41 1
1656 LITTLE WILLEO ROAD 8.875 1,750.42 46
8.625 1,750.42 480,000.00
MARIETTA GA 30068 1 02/25/00 00
502004203 05 04/01/00 0
502004203 O 03/01/30
0
3293203 560/560 F 349,600.00 ZZ
360 348,992.19 1
454 HIGHFIELD COURT 8.750 2,750.30 90
8.500 2,750.30 389,420.00
SEVERNA PARK MD 21146 1 01/31/00 10
600023880 03 03/01/00 25
600023880 O 02/01/30
0
1
3296596 196/G01 F 205,000.00 ZZ
360 204,763.24 1
75 COUNTY ROAD 447 8.750 1,612.74 79
8.500 1,612.74 260,000.00
TAYLOR TX 76574 2 03/01/00 00
0431937135 05 04/01/00 0
1363664 O 03/01/30
0
3298273 E82/G01 F 260,000.00 ZZ
360 259,838.39 1
5292 DAVIS FORD ROAD 8.375 1,976.19 88
8.125 1,976.19 296,000.00
WOODBRIDGE VA 22192 2 03/15/00 04
0400240701 05 05/01/00 25
0400240701 O 04/01/30
0
3298760 736/G01 F 135,000.00 ZZ
360 134,924.31 1
2835 WEST KELSO DRIVE 8.875 1,074.13 75
8.625 1,074.13 182,000.00
SPIRIT LAKE ID 83869 2 03/01/00 00
0431960319 03 05/01/00 0
912484 O 04/01/30
0
3298761 736/G01 F 150,000.00 ZZ
360 149,920.18 1
6285 SOUTH GILA AVENUE 9.125 1,220.45 75
8.875 1,220.45 200,000.00
TUCSON AZ 85746 2 03/01/00 00
0431960327 05 05/01/00 0
940506 O 04/01/30
0
3298762 736/G01 F 116,250.00 ZZ
360 116,115.75 1
288 NORTH SHORE ROAD 8.750 914.54 75
8.500 914.54 155,000.00
AMANDA PARK WA 98526 1 02/16/00 00
0431960335 05 04/01/00 0
100038215 O 03/01/30
0
3298763 736/G01 F 157,800.00 ZZ
360 157,608.12 1
2681 RUNNING SPRINGS LOOP 8.500 1,213.35 80
8.250 1,213.35 197,303.00
1
OVIEDO FL 32765 1 02/29/00 00
0431960343 03 04/01/00 0
100113901 O 03/01/30
0
3298769 736/G01 F 400,000.00 ZZ
360 399,731.61 1
311 PINE ROAD 8.000 2,935.06 64
7.750 2,935.06 625,000.00
SEWICKLEY PA 15143 1 03/02/00 00
0431960400 05 05/01/00 0
100460864 O 04/01/30
0
3298772 736/G01 F 198,000.00 ZZ
360 197,880.05 1
1172 MANITO DRIVE NW 8.500 1,522.45 69
8.250 1,522.45 290,000.00
FOX ISLAND WA 98333 2 03/03/00 00
0431960434 05 05/01/00 0
100477199 O 04/01/30
0
3298775 736/G01 F 300,000.00 ZZ
360 299,662.38 1
1856 ALMA LANE 8.875 2,386.94 95
8.625 2,386.94 315,984.00
SUPERIOR CO 80027 1 02/28/00 04
0431960467 03 04/01/00 30
100489343 O 03/01/30
0
3298776 736/G01 F 55,000.00 ZZ
360 54,933.11 1
5709 WHITERIDGE AVENUE 8.500 422.91 53
8.250 422.91 105,000.00
LAS VEGAS NV 89107 1 02/18/00 00
0431960475 03 04/01/00 0
100494889 O 03/01/30
0
3298777 736/G01 F 300,000.00 ZZ
360 299,635.21 1
213 NORTH BUTEO WOODS LANE 8.500 2,306.75 94
8.250 2,306.75 320,412.00
LAS VEGAS NV 89144 1 02/23/00 04
0431960483 03 04/01/00 30
100497759 O 03/01/30
0
1
3298779 736/G01 F 93,500.00 ZZ
360 93,400.10 1
2616 POLY DRIVE 9.125 760.75 75
8.875 760.75 124,900.00
BILLINGS MT 59102 2 02/24/00 00
0431960509 05 04/01/00 0
100516954 O 03/01/30
0
3298780 736/G01 F 215,920.00 ZZ
360 215,670.63 1
144 AMSTERDAM DRIVE 8.750 1,698.65 80
8.500 1,698.65 269,900.00
CLAYTON NC 27520 1 02/29/00 00
0431960517 03 04/01/00 0
100519339 O 03/01/30
0
3298787 736/G01 F 70,000.00 ZZ
360 69,921.21 1
604 CENTRAL AVENUE 8.875 556.96 75
8.625 556.96 94,000.00
TETONIA ID 83452 2 02/25/00 00
0431960582 05 04/01/00 0
100536705 O 03/01/30
0
3298789 736/G01 F 84,000.00 ZZ
360 83,914.83 1
3705 TRADEWINDS DRIVE 9.375 698.67 80
9.125 698.67 105,000.00
CUMMING GA 30041 1 03/03/00 00
0431960608 01 04/01/00 0
100548767 O 03/01/30
0
3298790 736/G01 F 700,000.00 T
360 699,627.48 1
1600 PINE CONE CIRCLE 9.125 5,695.44 67
8.875 5,695.44 1,050,000.00
INCLINE VILLAGE NV 89451 1 03/01/00 00
0431960616 03 05/01/00 0
100549229 O 04/01/30
0
3298791 736/G01 F 129,000.00 ZZ
360 128,851.01 1
1
3773 MINTURN DRIVE 8.750 1,014.85 76
8.500 1,014.85 169,900.00
LOVELAND CO 80538 1 02/28/00 00
0431960624 05 04/01/00 0
100550466 O 03/01/30
0
3298793 736/G01 F 321,600.00 ZZ
360 321,437.59 1
223 MATS VIEW TERRACE 9.375 2,674.91 75
9.125 2,674.91 430,000.00
PORT LUDLOW WA 98365 2 03/03/00 00
0431960640 03 05/01/00 0
100551068 O 04/01/30
0
3298794 736/G01 F 163,000.00 ZZ
360 162,913.25 1
1025 SOUTH 200 EAST 9.125 1,326.23 68
8.875 1,326.23 240,000.00
BLANDING UT 84511 2 03/01/00 00
0431960657 05 05/01/00 0
100553825 O 04/01/30
0
3298799 736/G01 F 54,500.00 ZZ
360 54,472.47 1
9412 VALHALLA WAY 9.375 453.31 22
9.125 453.31 259,000.00
BOTHELL WA 98011 1 03/07/00 00
0431960707 03 05/01/00 0
100578590 O 04/01/30
0
3298802 736/G01 F 67,900.00 ZZ
360 67,859.91 1
9297 WEST KONA LANE 8.625 528.12 68
8.375 528.12 99,900.00
BOISE ID 83714 1 03/09/00 00
0431960731 09 05/01/00 0
100602176 O 04/01/30
0
3298804 736/G01 F 110,500.00 ZZ
360 110,436.42 1
8614 WEST KEIM DRIVE 8.750 869.31 80
8.500 869.31 138,183.00
GLENDALE AZ 85305 1 03/07/00 00
0431960756 03 05/01/00 0
1
100619709 O 04/01/30
0
3301663 K08/G01 F 280,000.00 ZZ
360 279,838.91 1
1439 PROSPECT MOUNTAIN DR 8.750 2,202.76 57
8.500 2,202.76 498,000.00
ESTES PARK CO 80517 5 03/10/00 00
0411856362 03 05/01/00 0
0411856362 O 04/01/30
0
3306812 405/405 F 274,000.00 ZZ
360 273,054.13 1
2 KEELROCK PLACE 8.000 2,010.52 69
7.750 2,010.52 399,000.00
THE WOODLANDS TX 77382 1 12/28/99 00
11432788 03 02/01/00 0
11432788 O 01/01/30
0
3306818 405/405 F 410,000.00 ZZ
360 409,447.95 1
111 BEVERLY 8.000 3,008.44 78
7.750 3,008.44 525,650.00
BELLAIRE TX 77401 1 02/29/00 00
16486631 05 04/01/00 0
16486631 O 03/01/30
0
3306823 405/405 F 532,600.00 ZZ
360 531,968.84 1
3370 126TH AVENUE N.E. 8.625 4,142.51 80
8.375 4,142.51 665,800.00
BELLEVUE WA 98005 1 02/17/00 00
16511727 03 04/01/00 0
16511727 O 03/01/30
0
3306829 405/405 F 265,000.00 ZZ
360 263,988.66 1
616 ABERDEEN WAY 7.250 1,807.77 38
6.750 1,807.77 706,500.00
MILPITAS CA 95035 1 12/01/99 00
11329034 05 02/01/00 0
11329034 O 01/01/30
0
1
3306830 405/405 F 257,600.00 ZZ
360 257,286.79 1
32134 CAMINO CANYON ROAD 8.500 1,980.72 80
8.000 1,980.72 322,000.00
ACTON AREA CA 93510 1 02/07/00 00
11477106 03 04/01/00 0
11477106 O 03/01/30
0
3306831 405/405 F 288,000.00 ZZ
360 286,796.91 1
1482 WINDSONG COURT 8.250 2,163.65 90
7.750 2,163.65 320,000.00
UPLAND CA 91784 1 01/21/00 04
11488731 05 03/01/00 25
11488731 O 02/01/30
0
3306832 405/405 F 318,155.00 ZZ
360 317,747.84 1
29631 BONANZA PLACE 8.250 2,390.20 95
7.750 2,390.20 334,900.00
CANYON LAKE CA 92587 1 02/10/00 10
11504222 03 04/01/00 30
11504222 O 03/01/30
0
3306833 405/405 F 330,000.00 ZZ
360 329,466.46 1
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11517174 O 03/01/30
0
3306834 405/405 F 280,000.00 ZZ
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35016 LILAC LOOP 7.750 2,005.96 80
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UNION CITY CA 94587 1 02/15/00 00
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0
3306835 405/405 F 283,000.00 ZZ
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25431 WESTBORNE DRIVE 8.250 2,126.09 78
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1
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16470528 O 03/01/30
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3306836 405/405 F 560,000.00 ZZ
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13518 WESTSHIRE DR 8.125 4,157.99 80
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0
3306837 405/405 F 468,000.00 ZZ
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MOUNTAIN VIEW CA 94040 1 02/25/00 00
16474397 03 04/01/00 0
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0
3306838 405/405 F 359,100.00 ZZ
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7848 YORKTOWN PL 8.250 2,697.80 90
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LOS ANGELES CA 90045 1 02/22/00 11
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16477127 O 03/01/30
0
3306839 405/405 F 275,000.00 ZZ
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ARCADIA CA 91007 1 02/01/00 00
16477887 05 04/01/00 0
16477887 O 03/01/30
0
3306840 405/405 F 347,500.00 ZZ
360 346,346.51 1
1939 PASEO DEL CAJON 8.375 2,641.25 65
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PLEASANTON CA 94566 1 02/16/00 00
16487779 05 04/01/00 0
16487779 O 03/01/30
0
1
3306841 405/405 F 395,000.00 ZZ
360 394,481.47 1
4756 LATIGO CANYON ROAD 8.125 2,932.87 54
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MALIBU CA 90265 1 02/29/00 00
16493371 05 04/01/00 0
16493371 O 03/01/30
0
3306844 405/405 F 324,000.00 ZZ
360 323,585.36 1
1831 CANADA BLVD 8.250 2,434.11 90
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GLENDALE CA 91208 1 02/16/00 10
16499832 05 04/01/00 25
16499832 O 03/01/30
0
3306845 405/405 F 288,000.00 ZZ
360 287,631.44 1
3417 MEVEL PLACE 8.250 2,163.65 80
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GLENDALE CA 91214 2 02/28/00 00
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16504268 O 03/01/30
0
3306846 405/405 F 291,200.00 ZZ
360 291,014.31 1
2938 N BUENA VISTA ST 8.250 2,187.69 90
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BURBANK CA 91504 1 02/24/00 11
16506446 05 05/01/00 25
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3306847 405/405 F 261,250.00 ZZ
360 260,940.40 1
2315 ALBANS 8.625 2,031.98 95
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HOUSTON TX 77005 1 02/25/00 10
16506792 05 04/01/00 30
16506792 O 03/01/30
0
3306848 405/405 F 364,000.00 ZZ
360 363,484.52 1
1
115 SARGENT STREET 7.750 2,607.74 80
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SAN FRANCISCO CA 94132 1 02/17/00 00
16513053 05 04/01/00 0
16513053 O 03/01/30
0
3306849 405/405 F 298,000.00 ZZ
360 297,628.25 1
740 ROSELLI STREET 8.375 2,265.02 80
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BURBANK CA 91501 1 02/24/00 00
16516379 05 04/01/00 0
16516379 O 03/01/30
0
3306850 405/405 F 357,000.00 ZZ
360 356,565.91 1
202 AVENIDA SALVADOR 8.500 2,745.03 85
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SAN CLEMENTE CA 92672 1 02/25/00 10
16517658 05 04/01/00 12
16517658 O 03/01/30
0
3306852 405/405 F 360,000.00 ZZ
360 359,781.91 1
24335 MORNINGTON DRIVE 8.500 2,768.09 67
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SANTA CLARITA CA 91355 1 03/01/00 00
16541823 03 05/01/00 0
16541823 O 04/01/30
0
3307205 377/G01 F 379,386.00 ZZ
360 379,150.19 1
LOT 36 SECTION 1 PINECREST DRI 8.375 2,883.61 80
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POCONO PINES PA 18350 4 03/16/00 00
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7303431 O 04/01/30
0
3309303 163/G01 F 388,000.00 ZZ
360 387,782.47 1
12 OAK HILL DRIVE 8.875 3,087.11 80
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LINCOLN RI 02865 1 03/17/00 00
0431980556 05 05/01/00 0
1
1000176269 O 04/01/30
0
3309728 956/G01 F 280,000.00 ZZ
360 279,834.69 1
2 ALAN DRIVE 8.625 2,177.81 76
8.375 2,177.81 369,000.00
FAIRFIELD NJ 07006 1 03/17/00 00
0431956242 05 05/01/00 0
910010070 O 04/01/30
0
3311515 696/G01 F 167,850.00 ZZ
360 167,748.32 1
3710 LA HARVE PLACE 8.500 1,290.62 80
8.250 1,290.62 209,826.00
WOODBRIDGE VA 22192 1 03/24/00 00
0431933621 03 05/01/00 0
30100018 O 04/01/30
0
3311516 696/G01 F 464,000.00 ZZ
360 463,711.59 1
10905 BALANTRE LANE 8.375 3,526.74 80
8.125 3,526.74 580,000.00
POTOMAC MD 20854 1 03/24/00 00
0431933498 05 05/01/00 0
30300000 O 04/01/30
0
3313652 163/163 F 353,950.00 ZZ
360 353,497.04 1
4770 SUN ORCHARD DRIVE 8.250 2,659.11 80
8.000 2,659.11 442,458.00
CHANTILLY VA 20151 1 02/29/00 00
0217272133 03 04/01/00 0
0217272133 O 03/01/30
0
3313716 163/163 F 300,000.00 ZZ
360 299,653.54 1
261 SUMMIT TRAIL 8.750 2,360.10 80
8.500 2,360.10 375,000.00
BROOMFIELD CO 80020 1 02/18/00 00
0217288350 03 04/01/00 0
0217288350 O 03/01/30
0
1
3313878 163/163 F 496,000.00 ZZ
360 495,315.07 1
1758 FARROW DR 7.875 3,596.35 80
7.625 3,596.35 620,000.00
ROCK HILL SC 29732 4 02/08/00 00
0401072512 05 04/01/00 0
0401072512 O 03/01/30
0
3314038 956/G01 F 300,000.00 ZZ
360 299,827.40 1
100 ALCOT ROAD 8.750 2,360.10 31
8.500 2,360.10 990,000.00
CONCORD MA 01742 2 02/28/00 00
0431934447 05 05/01/00 0
2810020105 O 04/01/30
0
3314061 163/163 F 278,000.00 ZZ
360 277,678.94 1
28720 BLUE POND TRAIL 8.750 2,187.03 76
8.500 2,187.03 370,000.00
SOLON OH 44139 4 02/04/00 00
6696389 05 04/01/00 0
6696389 O 03/01/30
0
3314202 956/G01 F 346,500.00 ZZ
360 346,295.43 1
2329 NW 98TH ST 8.625 2,695.04 88
8.375 2,695.04 395,000.00
SEATTLE WA 98117 1 03/10/00 01
0431948769 05 05/01/00 25
1710030057 O 04/01/30
0
3314776 696/G01 F 284,000.00 ZZ
360 283,823.47 1
4124 NORTH NELLIE CUSTIS DRIVE 8.375 2,158.61 80
8.125 2,158.61 355,000.00
ARLINGTON VA 22207 1 03/27/00 00
0431933639 05 05/01/00 0
25300021 O 04/01/30
0
3314778 696/G01 F 268,350.00 ZZ
360 268,178.89 1
20664 CUTWATER PLACE 8.250 2,016.02 95
8.000 2,016.02 282,500.00
1
STERLING VA 20165 1 03/24/00 12
0431933654 03 05/01/00 30
23500002 O 04/01/30
0
3314940 163/163 F 330,000.00 ZZ
240 328,943.63 1
105 ANDREWS DR 8.500 2,863.82 78
8.250 2,863.82 425,000.00
WEST END NC 28376 2 02/22/00 00
97597 03 04/01/00 0
97597 O 03/01/20
0
3327792 286/286 F 243,550.00 ZZ
360 243,158.82 1
4445 SUMMERWOOD DR 8.375 1,851.16 71
8.125 1,851.16 343,533.00
CUMMING GA 30041 1 02/25/00 00
0000649443 03 04/01/00 0
0000649443 O 03/01/30
0
3327801 286/286 F 384,000.00 ZZ
360 383,508.60 1
311 DEXTER STREET 8.250 2,884.86 80
8.000 2,884.86 480,000.00
DENVER CO 80220 1 02/16/00 00
0000651609 05 04/01/00 0
0000651609 O 03/01/30
0
3327818 286/286 F 231,550.00 ZZ
360 231,080.77 1
3507 LOFTLANDS DR 8.000 1,699.04 69
7.750 1,699.04 338,500.00
EARLYSVILLE VA 22936 1 01/14/00 00
0009430666 03 03/01/00 0
0009430666 O 02/01/30
0
3327838 286/286 F 270,000.00 ZZ
360 269,696.13 1
9 THURSTON ST 8.875 2,148.25 74
8.625 2,148.25 369,000.00
MELROSE MA 02176 4 02/18/00 00
0009624247 05 04/01/00 0
0009624247 O 03/01/30
0
1
3329068 225/225 F 289,000.00 ZZ
360 288,657.51 1
378 WINTERTHUR WAY 8.625 2,247.82 95
8.375 2,247.82 305,185.00
HIGHLANDS RANCH CO 80126 1 02/09/00 11
7172516 03 04/01/00 30
7172516 O 03/01/30
0
3329415 405/405 F 323,200.00 ZZ
360 323,004.20 1
17101 MALTA CIRCLE 8.500 2,485.13 80
8.250 2,485.13 404,000.00
HUNTINGTON BEAC CA 92649 1 03/03/00 00
11522919 05 05/01/00 0
11522919 O 04/01/30
0
3329416 405/405 F 329,600.00 ZZ
360 329,389.83 1
24643 GARDENSTONE LANE 8.250 2,476.17 80
8.000 2,476.17 412,000.00
LOS ANGELES CA 91307 1 03/02/00 00
11525110 05 05/01/00 0
11525110 O 04/01/30
0
3329417 405/405 F 296,250.00 ZZ
360 295,889.79 1
13928 ALBERS ST 8.500 2,277.91 75
8.250 2,277.91 395,000.00
LOS ANGELES CA 91401 1 02/28/00 00
11525524 05 04/01/00 0
11525524 O 03/01/30
0
3329418 405/405 F 425,000.00 ZZ
360 424,742.53 1
1421 SEABREEZE BLVD. 8.500 3,267.89 89
8.250 3,267.89 480,000.00
FT. LAUDERDALE FL 33316 1 03/15/00 04
11535358 05 05/01/00 25
11535358 O 04/01/30
0
3329419 405/405 F 391,500.00 ZZ
360 391,262.82 1
1
405 NEPTUNE AVENUE 8.500 3,010.30 90
8.250 3,010.30 435,000.00
ENCINITAS CA 92024 1 03/20/00 10
16476327 05 05/01/00 25
16476327 O 04/01/30
0
3329420 405/405 F 271,200.00 ZZ
360 271,022.59 1
3435 VALEWOOD DRIVE 8.125 2,013.66 80
7.875 2,013.66 339,000.00
OAKTON VA 22124 1 03/21/00 00
16494304 05 05/01/00 0
16494304 O 04/01/30
0
3329421 405/405 F 403,000.00 ZZ
360 402,546.56 1
11278 VEREDA MAR DEL CORAZON 8.625 3,134.50 80
8.375 3,134.50 503,800.00
SAN DIEGO CA 92130 1 03/29/00 00
16497588 03 05/01/00 0
16497588 O 04/01/30
0
3329422 405/405 F 352,800.00 ZZ
360 352,580.71 1
1716 MENDOTA WAY 8.375 2,681.54 80
8.125 2,681.54 441,000.00
WALNUT CREEK CA 94596 1 03/10/00 00
16498115 05 05/01/00 0
16498115 O 04/01/30
0
3329424 405/405 F 272,000.00 ZZ
360 271,851.42 1
76 TOLLAND GREEN 9.000 2,188.58 78
8.750 2,188.58 350,000.00
TOLLAND CT 06084 2 03/02/00 00
16513327 05 05/01/00 0
16513327 O 04/01/30
0
3329427 405/405 F 515,000.00 ZZ
360 514,679.90 1
229 WEST AVENIDA VALENCIA 8.375 3,914.37 73
8.125 3,914.37 708,000.00
SAN CLEMENTE CA 92672 2 03/23/00 00
16538886 05 05/01/00 0
1
16538886 O 04/01/30
0
3329428 405/405 F 312,000.00 ZZ
360 311,815.79 1
1855 RUBENSTEIN DRIVE 8.625 2,426.71 89
8.375 2,426.71 352,000.00
ENCINITAS CA 92007 1 03/03/00 10
16542813 05 05/01/00 25
16542813 O 04/01/30
0
3329429 405/405 F 600,000.00 ZZ
360 599,636.52 1
85 WREXHAM ROAD 8.500 4,613.48 80
8.250 4,613.48 755,000.00
YONKERS NY 10708 1 03/28/00 00
16545956 05 05/01/00 0
16545956 O 04/01/30
0
3329430 405/405 F 281,600.00 ZZ
360 281,424.96 1
5724 BREWER HOUSE CIRCLE 8.375 2,140.37 80
8.125 2,140.37 352,000.00
ROCKVILLE MD 20852 1 03/30/00 00
16548323 03 05/01/00 0
16548323 O 04/01/30
0
3329431 405/405 F 340,000.00 ZZ
360 339,794.02 1
7005 OLD STAGE RD 8.500 2,614.31 80
8.250 2,614.31 425,000.00
ROCKVILLE MD 20852 1 03/24/00 00
16553620 05 05/01/00 0
16553620 O 04/01/30
0
3329433 405/405 F 296,000.00 ZZ
360 295,811.25 1
36 NEW HAMPSHIRE 8.250 2,223.75 90
8.000 2,223.75 329,769.00
IRVINE CA 92606 1 03/20/00 10
16559445 03 05/01/00 25
16559445 O 04/01/30
0
1
3329434 405/405 F 320,000.00 ZZ
360 319,806.14 1
37 KAILUA WAY 8.500 2,460.53 76
8.250 2,460.53 425,000.00
DILLON BEACH CA 94929 1 03/16/00 00
16561367 05 05/01/00 0
16561367 O 04/01/30
0
3329435 405/405 F 301,600.00 T
360 301,421.93 1
9 READ ST #3 8.625 2,345.82 80
8.375 2,345.82 377,000.00
DEWEY BEACH DE 19971 1 03/21/00 00
16562175 01 05/01/00 0
16562175 O 04/01/30
0
3329436 405/405 F 463,200.00 ZZ
360 462,904.63 1
7375 LAUREL OAK DRIVE 8.250 3,479.87 80
8.000 3,479.87 579,000.00
SUWANEE GA 30024 1 03/27/00 00
16562340 03 05/01/00 0
16562340 O 04/01/30
0
3329438 405/405 F 298,400.00 ZZ
360 298,223.82 1
1520 SOUTH BEVERLY GLEN BLVD 8.625 2,320.93 80
#501 8.375 2,320.93 373,000.00
LOS ANGELES CA 90024 1 03/13/00 00
16563272 08 05/01/00 0
16563272 O 04/01/30
0
3329439 405/405 F 307,000.00 ZZ
360 306,777.80 1
4213 AUBURN DRIVE 7.625 2,172.93 75
7.375 2,172.93 412,000.00
FLOWER MOUND TX 75028 1 03/24/00 00
16564379 03 05/01/00 0
16564379 O 04/01/30
0
3329440 405/405 F 380,000.00 ZZ
360 379,781.37 1
6862 SUNNY COVE 8.750 2,989.46 80
8.500 2,989.46 475,000.00
1
LOS ANGELES CA 90068 1 03/24/00 00
16565186 05 05/01/00 0
16565186 O 04/01/30
0
3329441 405/405 F 323,000.00 ZZ
360 322,799.23 1
2766 KENSINGTON ROAD 8.375 2,455.04 62
8.125 2,455.04 523,750.00
REDWOOD CITY CA 94061 1 03/10/00 00
16565897 05 05/01/00 0
16565897 O 04/01/30
0
3329442 405/405 F 158,000.00 ZZ
360 157,901.79 1
6107 GLEN OAK COURT 8.375 1,200.92 62
8.125 1,200.92 258,000.00
SPRINGFIELD VA 22152 1 03/23/00 00
16566440 05 05/01/00 0
16566440 O 04/01/30
0
3329444 405/405 F 64,800.00 ZZ
360 64,763.67 1
316 WINDWARD DRIVE 8.875 515.58 80
8.625 515.58 81,000.00
LEAGUE CITY TX 77573 1 03/20/00 00
16568727 05 05/01/00 0
16568727 O 04/01/30
0
3329445 405/405 F 449,950.00 ZZ
360 449,663.08 1
7256 WHITEHALL LANE 8.250 3,380.33 75
8.000 3,380.33 599,950.00
LOS ANGELES CA 91307 1 03/27/00 00
16571374 05 05/01/00 0
16571374 O 04/01/30
0
3329446 405/405 F 417,600.00 ZZ
360 417,333.71 1
4205 ZION ROAD 8.250 3,137.29 80
8.000 3,137.29 522,000.00
GARLAND TX 75043 1 03/29/00 00
16572513 05 05/01/00 0
16572513 O 04/01/30
0
1
3329447 405/405 F 200,000.00 ZZ
360 199,875.68 1
2402 NORTH WHEELER STREET 8.375 1,520.15 68
8.125 1,520.15 297,000.00
VICTORIA TX 77901 1 03/24/00 00
16573735 05 05/01/00 0
16573735 O 04/01/30
0
3331239 225/225 F 287,100.00 ZZ
360 286,502.85 1
381 WEBB CIRCLE 8.375 2,182.17 90
8.125 2,182.17 319,000.00
MONROE CT 06468 1 02/28/00 11
717796500 05 04/01/00 25
717796500 O 03/01/30
0
3331353 225/225 F 348,000.00 ZZ
354 347,407.71 1
2610 GREATHOUSE ROAD 9.000 2,809.47 80
8.750 2,809.47 435,000.00
WAXAHACHIE TX 75165 1 08/23/99 00
7149536 05 04/01/00 0
7149536 O 09/01/29
0
3331371 225/225 F 424,000.00 ZZ
360 423,183.28 1
70 UPLAND SHORES DRIVE 8.250 3,185.37 80
8.000 3,185.37 530,000.00
PENHOOK VA 24137 2 01/31/00 00
8915894 05 03/01/00 0
8915894 O 02/01/30
0
3331873 225/225 F 344,000.00 T
360 343,602.72 1
13638 EAST GERONIMO ROAD 8.750 2,706.25 80
8.500 2,706.25 430,000.00
SCOTTSDALE AZ 85259 1 02/25/00 00
7176812 03 04/01/00 0
7176812 O 03/01/30
0
3332138 225/225 F 728,000.00 ZZ
352 726,781.53 1
1
6124 WESTERN AVENUE 9.250 6,014.71 67
9.000 6,014.71 1,100,000.00
CHEVY CHASE MD 20815 4 02/02/00 00
7124774 05 03/01/00 0
7124774 O 06/01/29
0
3333311 225/225 F 320,000.00 ZZ
360 319,389.12 1
1301 GRIST MILL DRIVE 8.250 2,404.05 80
8.000 2,404.05 400,000.00
PHENIX CITY AL 36867 2 02/29/00 00
8788974 05 04/01/00 0
8788974 O 03/01/30
0
3333388 225/225 F 274,550.00 ZZ
360 274,116.34 1
2410 HUNTERS TRAIL 8.625 2,135.42 95
8.375 2,135.42 289,000.00
MYRTLE BEACH SC 29579 1 02/25/00 14
8788277 03 04/01/00 30
8788277 O 03/01/30
0
3334215 623/G01 F 261,250.00 ZZ
360 260,948.30 1
8 KITTREE LANE 8.750 2,055.25 77
8.500 2,055.25 342,000.00
KITTERY ME 03904 4 02/18/00 00
0431957281 05 04/01/00 0
1147857 O 03/01/30
0
3334218 623/G01 F 448,000.00 ZZ
360 446,621.77 1
6101 CRESCENT KNOLL DRIVE 7.750 3,209.53 79
7.500 3,209.53 572,000.00
RALEIGH NC 27614 4 12/08/99 00
0431957711 03 02/01/00 0
1337343 O 01/01/30
0
3334224 623/G01 F 420,500.00 ZZ
360 420,014.37 1
23 PLANTATION ROAD 8.750 3,308.08 80
8.500 3,308.08 525,625.00
MANSFIELD MA 02048 1 02/25/00 00
0431960053 05 04/01/00 0
1
1389478 O 03/01/30
0
3334228 623/G01 F 448,000.00 ZZ
360 447,441.15 1
5100 S VAN GORDON STREET 8.375 3,405.12 80
8.125 3,405.12 560,000.00
LITTLETON CO 80127 1 02/17/00 00
0431954197 05 04/01/00 0
1517763 O 03/01/30
0
3334230 623/G01 F 301,500.00 ZZ
360 301,123.89 1
11465 W COAL MINE DRIVE 8.375 2,291.62 90
8.125 2,291.62 335,000.00
LITTLETON CO 80127 1 02/24/00 04
0431956721 03 04/01/00 25
1522512 O 03/01/30
0
3334235 623/G01 F 303,200.00 ZZ
360 302,811.99 1
4658 ADAMS AVENUE 8.250 2,277.84 80
8.000 2,277.84 379,000.00
SAN DIEGO CA 92115 1 02/17/00 00
0431960061 05 04/01/00 0
1926133 O 03/01/30
0
3334238 623/G01 F 650,000.00 ZZ
360 649,229.74 1
181 DIVISADERO STREET 8.625 5,055.63 62
8.375 5,055.63 1,051,000.00
SAN FRANCISCO CA 94117 1 02/04/00 00
0431955426 05 04/01/00 0
1926719 O 03/01/30
0
3334239 623/G01 F 399,000.00 ZZ
360 398,300.87 1
219 BAYVIEW AVENUE 8.375 3,032.69 70
8.125 3,032.69 570,000.00
SAN JOSE CA 95127 1 02/08/00 00
0431953215 05 04/01/00 0
1926777 O 03/01/30
0
1
3334240 623/G01 F 360,000.00 ZZ
360 359,550.92 1
15290 CLYDELLE AVENUE 8.375 2,736.26 80
8.125 2,736.26 450,000.00
SAN JOSE CA 95124 1 02/10/00 00
0431956846 05 04/01/00 0
1926866 O 03/01/30
0
3334242 623/G01 F 297,900.00 ZZ
360 297,528.37 1
909 CAMINO CABALLO 8.375 2,264.26 79
8.125 2,264.26 377,900.00
NIPOMO CA 93444 1 02/07/00 00
0431956937 05 04/01/00 0
1927017 O 03/01/30
0
3334243 623/G01 F 261,200.00 ZZ
360 260,874.17 1
115 WEST YALE LOOP 8.375 1,985.31 80
8.125 1,985.31 326,500.00
IRVINE CA 92604 1 02/07/00 00
0431955434 01 04/01/00 0
1927247 O 03/01/30
0
3334247 623/G01 F 296,000.00 ZZ
360 295,816.01 1
3113 ROLAND DRIVE 8.375 2,249.82 80
8.125 2,249.82 370,000.00
SANTA CRUZ CA 95062 1 02/28/00 00
0431955319 05 05/01/00 0
1928633 O 04/01/30
0
3334248 623/G01 F 388,200.00 ZZ
360 387,677.30 1
18313 SOLANO COURT 8.000 2,848.48 80
7.750 2,848.48 485,367.00
MORGAN HILL CA 95037 1 02/11/00 00
0431955681 03 04/01/00 0
1928706 O 03/01/30
0
3334249 623/G01 F 400,000.00 ZZ
360 399,525.98 1
7413 PELICAN STREET 8.625 3,111.16 62
8.375 3,111.16 650,000.00
1
CARLSBAD CA 92009 1 02/22/00 00
0431956424 03 04/01/00 0
1928776 O 03/01/30
0
3334250 623/G01 F 278,000.00 ZZ
360 277,678.94 1
215 JEWEL TERRACE 8.750 2,187.03 79
8.500 2,187.03 355,000.00
DANVILLE CA 94526 5 02/16/00 00
0431953413 03 04/01/00 0
1928828 O 03/01/30
0
3334251 623/G01 F 460,000.00 ZZ
360 459,721.33 1
6122 MCABEE ROAD 8.500 3,537.00 80
8.250 3,537.00 575,000.00
SAN JOSE CA 95120 1 02/24/00 00
0431960079 05 05/01/00 0
1928940 O 04/01/30
0
3334252 623/G01 F 266,400.00 ZZ
360 266,076.08 1
28 SANTA TERESA 8.500 2,048.39 80
8.250 2,048.39 333,000.00
RANCHO SANTA MA CA 92688 1 02/23/00 00
0431953421 03 04/01/00 0
1929458 O 03/01/30
0
3334253 623/G01 F 400,000.00 ZZ
360 399,538.06 1
9793 NORTH MADISON RIDGE ROAD 8.750 3,146.80 79
8.500 3,146.80 510,000.00
FRESNO CA 93720 2 02/28/00 00
0431956788 05 04/01/00 0
1929570 O 03/01/30
0
3334255 623/G01 F 563,925.00 ZZ
360 563,583.37 1
4281 CHRISTIAN DRIVE 8.500 4,336.10 75
8.250 4,336.10 751,900.00
SAN JOSE CA 95135 1 03/03/00 00
0431953132 05 05/01/00 0
1930398 O 04/01/30
0
1
3334256 623/G01 F 441,750.00 ZZ
360 441,475.43 1
875 PONTE VECCHIO COURT 8.375 3,357.62 75
8.125 3,357.62 589,000.00
UPLAND CA 91784 1 03/02/00 00
0431953447 03 05/01/00 0
1930433 O 04/01/30
0
3334257 623/G01 F 450,000.00 ZZ
360 448,248.44 1
427 EAST SHORE DRIVE 8.250 3,380.70 49
8.000 3,380.70 930,000.00
CLEAR LAKE SHOR TX 77565 4 10/20/99 00
0431957810 03 12/01/99 0
5219903 O 11/01/29
0
3334264 623/G01 F 284,750.00 T
360 284,215.31 1
2118 EMMONDS ROAD 8.375 2,164.31 85
8.125 2,164.31 335,000.00
CAMBRIA CA 93428 1 01/04/00 14
0431954270 05 03/01/00 25
5229355 O 02/01/30
0
3334268 623/G01 F 347,200.00 ZZ
360 346,614.45 1
3803 SUNSET DRIVE 8.125 2,577.95 80
7.875 2,577.95 434,000.00
LOS ANGELES CA 90027 1 02/01/00 00
0431953660 05 04/01/00 0
5232190 O 03/01/30
0
3334270 623/G01 F 630,000.00 ZZ
360 629,214.12 1
1215 OLIVE LANE 8.375 4,788.45 55
8.125 4,788.45 1,150,000.00
LA CANADA-FLINT CA 91011 2 02/18/00 00
0431953462 05 04/01/00 0
5234920 O 03/01/30
0
3334272 623/G01 F 333,750.00 ZZ
360 333,300.63 1
1
2255 SOUTH DALLIN STREET 8.000 2,448.94 50
7.750 2,448.94 667,500.00
SALT LAKE CITY UT 84109 1 02/16/00 00
0431954478 05 04/01/00 0
5237083 O 03/01/30
0
3334274 623/G01 F 329,400.00 ZZ
360 328,781.48 1
166 PEACE RIVER DRIVE 8.375 2,503.68 90
8.125 2,503.68 366,000.00
FRESNO CA 93711 1 01/24/00 11
0431956481 05 03/01/00 25
5238905 O 02/01/30
0
3334276 623/G01 F 278,000.00 ZZ
360 277,653.21 1
22 PEARL STREET 8.375 2,113.00 67
8.125 2,113.00 420,000.00
MATTAPOISETT MA 02739 1 02/29/00 00
0431956671 05 04/01/00 0
5241147 O 03/01/30
0
3334279 623/G01 F 320,000.00 ZZ
360 319,610.92 1
3416 FAIRLAWN DRIVE 8.500 2,460.52 79
8.250 2,460.52 406,098.00
MINNETONKA MN 55345 1 02/25/00 00
0431955616 05 04/01/00 0
5241634 O 03/01/30
0
3334281 623/G01 F 355,817.00 ZZ
360 355,361.66 1
4917 HABERSHAM WALK 8.250 2,673.13 75
8.000 2,673.13 475,000.00
GAINESVILLE GA 30504 2 02/24/00 00
0431955335 05 04/01/00 0
5243292 O 03/01/30
0
3334284 623/G01 F 336,000.00 ZZ
360 335,591.46 1
46 ARBORWAY 8.500 2,583.55 80
8.250 2,583.55 420,000.00
JAMAICA PLAIN MA 02130 1 02/29/00 00
0431953637 05 04/01/00 0
1
5244792 O 03/01/30
0
3334290 623/G01 F 380,000.00 ZZ
360 379,525.97 1
5241 HERMITAGE DRIVE 8.375 2,888.27 80
8.125 2,888.27 475,000.00
POWDER SPRINGS GA 30127 1 02/29/00 00
0431955392 03 04/01/00 0
5247107 O 03/01/30
0
3334295 623/G01 F 280,800.00 ZZ
360 278,759.51 1
2705 GRAHAM AVENUE 7.750 2,011.69 90
7.500 2,011.69 312,000.00
REDONDO BEACH CA 90278 1 06/25/99 11
0431953702 05 08/01/99 25
6208605 O 07/01/29
0
3334297 623/G01 F 279,000.00 ZZ
360 277,262.04 1
211 SIDESADDLE CIRCLE 7.875 2,022.95 74
7.625 2,022.95 379,000.00
SCOTTS VALLEY CA 95066 1 08/02/99 00
0431956614 03 10/01/99 0
6249506 O 09/01/29
0
3334300 623/G01 F 525,000.00 ZZ
360 524,063.42 1
14224 NORMANDY LANE 8.625 4,083.40 75
8.375 4,083.40 700,000.00
GRASS VALLEY CA 95945 4 01/31/00 00
0431959998 03 03/01/00 0
6276385 O 02/01/30
0
3334301 623/G01 F 344,000.00 ZZ
360 343,401.91 1
8300 EAST PAUL AVENUE 8.750 2,706.25 80
8.500 2,706.25 430,000.00
CLOVIS CA 93611 4 01/06/00 00
0431957158 05 03/01/00 0
6278384 O 02/01/30
0
1
3334303 623/G01 F 374,000.00 ZZ
360 373,556.79 1
12856 CHATSWORTH LANE 8.625 2,908.94 67
8.375 2,908.94 560,000.00
GRASS VALLEY CA 95945 4 02/24/00 00
0431960210 03 04/01/00 0
6300489 O 03/01/30
0
3334304 623/G01 F 650,000.00 ZZ
360 649,229.74 1
580 EUREKA CANYON ROAD 8.625 5,055.63 65
8.375 5,055.63 1,000,000.00
WATSONVILLE CA 95076 5 02/07/00 00
0431955749 05 04/01/00 0
6399651 O 03/01/30
0
3334821 975/G01 F 292,800.00 ZZ
360 292,622.62 1
37 FARRAGUT 8.500 2,251.38 80
8.250 2,251.38 366,000.00
IRVINE CA 92620 1 03/24/00 00
0431976448 05 05/01/00 0
2000603 O 04/01/30
0
3340270 E45/G01 F 142,500.00 ZZ
360 142,500.00 1
116 LITTLE CANNOCHEE CREEK RD 8.875 1,133.79 75
8.625 1,133.79 190,200.00
TWIN CITY GA 30471 5 04/13/00 00
0432012789 05 06/01/00 0
69920 O 05/01/30
0
3341386 461/461 F 358,999.00 ZZ
360 358,787.05 1
2001 YOSEMITE DRIVE 8.625 2,792.26 90
8.375 2,792.26 398,888.00
MILPITAS CA 95035 1 03/02/00 10
9022647465 05 05/01/00 25
9022647465 O 04/01/30
0
3341387 461/461 F 270,400.00 ZZ
360 270,218.57 1
26451 MARSALA DRIVE 8.000 1,984.10 80
7.750 1,984.10 338,000.00
1
VALENCIA CA 91355 1 03/13/00 00
9022949721 05 05/01/00 0
9022949721 O 04/01/30
0
3341390 461/461 F 275,000.00 ZZ
360 274,829.07 1
5464 RENAISSANCE AVE UNIT 39 8.375 2,090.20 48
8.125 2,090.20 585,000.00
SAN DIEGO CA 92122 2 03/15/00 00
9023190440 01 05/01/00 0
9023190440 O 04/01/30
0
3341392 461/461 F 275,000.00 T
360 274,849.78 1
1236 NORTH VIA VERDE 9.000 2,212.72 74
8.750 2,212.72 375,000.00
SAN DIMAS CA 91773 1 02/28/00 00
9023217250 05 05/01/00 0
9023217250 O 04/01/30
0
3341394 461/461 F 302,500.00 ZZ
360 302,150.65 1
19532 RANCH LANE # 101 8.750 2,379.77 87
8.500 2,379.77 350,000.00
HUNTINGTON BEAC CA 92648 2 02/18/00 10
9023231053 01 04/01/00 25
9023231053 O 03/01/30
0
3341395 461/461 F 288,000.00 ZZ
360 287,838.54 1
1437 POST AVENUE 8.875 2,291.46 80
8.625 2,291.46 360,000.00
TORRANCE CA 90501 2 03/06/00 00
9023232465 05 05/01/00 0
9023232465 O 04/01/30
0
3341396 461/461 F 274,900.00 ZZ
360 274,733.46 1
18 SUNNY SLOPE 8.500 2,113.75 79
8.250 2,113.75 349,900.00
LAS FLORES AREA CA 92688 1 03/02/00 00
9023235583 05 05/01/00 0
9023235583 O 04/01/30
0
1
3341397 461/461 F 500,000.00 ZZ
360 499,704.80 1
1060 SUNNYHILLS ROAD 8.625 3,888.95 80
8.375 3,888.95 625,000.00
OAKLAND CA 94610 1 03/07/00 00
9023237720 05 05/01/00 0
9023237720 O 04/01/30
0
3341398 461/461 F 271,200.00 T
360 271,039.88 1
1611 MUIRFIELD DRIVE 8.625 2,109.37 80
8.375 2,109.37 339,000.00
OXNARD CA 93030 1 02/28/00 00
9023238009 05 05/01/00 0
9023238009 O 04/01/30
0
3341399 461/461 F 350,000.00 ZZ
360 349,782.45 1
948 SOUTH CITRUS AVENUE 8.375 2,660.26 69
8.125 2,660.26 508,000.00
LOS ANGELES CA 90036 2 02/29/00 00
9023240393 05 05/01/00 0
9023240393 O 04/01/30
0
3341402 461/461 F 340,000.00 ZZ
360 339,794.02 1
286 SAINT JOSEPH AVENUE 8.500 2,614.31 80
8.250 2,614.31 425,000.00
LONG BEACH CA 90803 1 03/20/00 00
9023246804 05 05/01/00 0
9023246804 O 04/01/30
0
3341405 461/461 F 205,000.00 ZZ
360 204,893.72 1
471 GREEN STREET 9.250 1,686.49 66
9.000 1,686.49 315,000.00
EAST PALO ALTO CA 94303 5 03/22/00 00
9023252422 05 05/01/00 0
9023252422 O 04/01/30
0
3341406 461/461 F 150,000.00 ZZ
360 149,909.12 1
1
18332 COLLINS STREET # A 8.500 1,153.38 79
8.250 1,153.38 190,000.00
TARZANA AREA CA 91356 1 03/09/00 00
9023253610 05 05/01/00 0
9023253610 O 04/01/30
0
3341408 461/461 F 272,000.00 ZZ
360 271,816.46 1
7460 TULARE HILL LANE 8.625 2,115.59 80
8.375 2,115.59 340,000.00
SAN JOSE CA 95139 1 03/21/00 00
9023258783 05 05/01/00 0
9023258783 O 04/01/30
0
3341409 461/461 F 262,200.00 ZZ
360 262,032.80 1
2077 INMAN WAY 8.250 1,969.83 95
8.000 1,969.83 276,000.00
SAN JOSE CA 95122 1 02/25/00 10
9023258809 05 05/01/00 30
9023258809 O 04/01/30
0
3341410 461/461 F 277,500.00 ZZ
360 277,211.15 1
129 GREENMEADOW DRIVE #51 9.250 2,282.93 75
9.000 2,282.93 370,000.00
THOUSAND OAKS CA 91320 2 02/23/00 00
9023260128 01 04/01/00 0
9023260128 O 03/01/30
0
3341411 461/461 F 1,000,000.00 ZZ
360 999,533.45 1
851 TERRACE DRIVE 9.750 8,591.55 59
9.500 8,591.55 1,700,000.00
LOS ALTOS CA 94024 2 02/29/00 00
9023260391 05 05/01/00 0
9023260391 O 04/01/30
0
3341415 461/461 F 332,000.00 ZZ
360 331,803.98 1
4703 SILVER TIP DRIVE 8.625 2,582.27 80
8.375 2,582.27 415,000.00
WHITTIER CA 90601 1 03/21/00 00
9023265069 05 05/01/00 0
1
9023265069 O 04/01/30
0
3341416 461/461 F 335,000.00 ZZ
360 334,802.21 1
1218 WEST MICHELTORENA STREET 8.625 2,605.60 64
8.375 2,605.60 527,000.00
SANTA BARBARA CA 93101 1 03/30/00 00
9023266992 05 05/01/00 0
9023266992 O 04/01/30
0
3341419 461/461 F 649,000.00 ZZ
360 648,616.83 1
250 HILLSIDE ROAD 8.625 5,047.86 55
8.375 5,047.86 1,200,000.00
SOUTH PASADENA CA 91030 5 02/29/00 00
9023272784 05 05/01/00 0
9023272784 O 04/01/30
0
3341420 461/461 F 260,000.00 ZZ
360 259,850.40 1
18118 HATTERAS STREET 8.750 2,045.43 80
8.500 2,045.43 325,000.00
TARZANA CA 91356 1 02/29/00 00
9023273592 05 05/01/00 0
9023273592 O 04/01/30
0
3341421 461/461 F 428,000.00 ZZ
360 427,705.45 1
2008 WINEBERRY DRIVE 7.875 3,103.30 80
7.625 3,103.30 535,000.00
SAN RAMON CA 94583 1 03/07/00 00
9023276801 05 05/01/00 0
9023276801 O 04/01/30
0
3341426 461/461 F 328,300.00 ZZ
360 328,101.11 1
5150 TEESDALE AVENUE 8.500 2,524.35 70
8.250 2,524.35 469,000.00
VALLEY VILLAGE CA 91607 1 03/06/00 00
9023280118 05 05/01/00 0
9023280118 O 04/01/30
0
1
3341427 461/461 F 309,600.00 ZZ
360 309,407.56 1
2 DEERWOOD EAST 8.375 2,353.19 90
8.125 2,353.19 344,000.00
IRVINE CA 92604 1 03/13/00 10
9023281330 05 05/01/00 25
9023281330 O 04/01/30
0
3341429 461/461 F 312,000.00 ZZ
360 311,806.07 1
8 SANTA MONICA AISLE 8.375 2,371.43 80
8.125 2,371.43 390,000.00
IRVINE CA 92606 1 03/27/00 00
9023282361 05 05/01/00 0
9023282361 O 04/01/30
0
3341430 461/461 F 360,000.00 ZZ
360 359,776.23 1
554 CARNATION COURT 8.375 2,736.27 80
8.125 2,736.27 450,000.00
SIMI VALLEY CA 93065 1 03/21/00 00
9023283070 05 05/01/00 0
9023283070 O 04/01/30
0
3341432 461/461 F 500,000.00 ZZ
360 499,697.10 1
3052 CURLEW STREET 8.500 3,844.57 77
8.250 3,844.57 650,000.00
SAN DIEGO CA 92103 1 03/03/00 00
9023286461 05 05/01/00 0
9023286461 O 04/01/30
0
3341433 461/461 F 340,000.00 ZZ
360 339,783.19 1
839 SOUTH PARKGLEN PLACE 8.250 2,554.31 80
8.000 2,554.31 425,000.00
ANAHEIM CA 92808 1 03/22/00 00
9023293517 05 05/01/00 0
9023293517 O 04/01/30
0
3341434 461/461 F 350,000.00 ZZ
360 349,793.36 1
1377 DOVERWOOD DRIVE 8.625 2,722.27 47
8.375 2,722.27 750,000.00
1
GLENDALE CA 91207 1 03/08/00 00
9023296585 05 05/01/00 0
9023296585 O 04/01/30
0
3341435 461/461 F 264,775.00 ZZ
360 264,610.42 1
160 ORCHARD ROAD 8.375 2,012.49 89
8.125 2,012.49 297,500.00
NIPOMO CA 93444 1 03/27/00 10
9023297609 05 05/01/00 25
9023297609 O 04/01/30
0
3341436 461/461 F 428,000.00 ZZ
360 427,720.03 1
346 CHELAN COURT 8.125 3,177.89 80
7.875 3,177.89 535,000.00
SIMI VALLEY CA 93065 1 03/27/00 00
9023298904 05 05/01/00 0
9023298904 O 04/01/30
0
3341437 461/461 F 300,000.00 ZZ
360 299,827.39 1
265 RICARDO ROAD 8.750 2,360.11 36
8.500 2,360.11 850,000.00
MILL VALLEY CA 94941 1 03/29/00 00
9023300569 05 05/01/00 0
9023300569 O 04/01/30
0
3341439 461/461 F 452,650.00 ZZ
360 452,361.36 1
12 PLUMBAGO 8.250 3,400.61 80
8.000 3,400.61 565,856.00
IRVINE CA 92620 1 03/16/00 00
9023302482 05 05/01/00 0
9023302482 O 04/01/30
0
3341440 461/461 F 264,000.00 ZZ
360 263,844.13 1
2303 WEST BIRCH AVENUE 8.625 2,053.37 80
8.375 2,053.37 330,000.00
FRESNO CA 93711 5 03/17/00 00
9023307424 05 05/01/00 0
9023307424 O 04/01/30
0
1
3341447 461/461 F 650,000.00 ZZ
360 649,606.23 1
1030 RILMA LANE 8.500 4,997.94 73
8.250 4,997.94 900,000.00
LOS ALTOS CA 94022 1 03/30/00 00
9023321102 05 05/01/00 0
9023321102 O 04/01/30
0
3341449 461/461 F 335,200.00 ZZ
360 334,748.68 1
958 18TH STREET #1 8.000 2,459.58 80
7.750 2,459.58 419,000.00
SANTA MONICA CA 90403 1 03/01/00 00
9023748718 01 04/01/00 0
9023748718 O 03/01/30
0
3341450 461/461 F 420,000.00 ZZ
360 419,710.95 1
6971 ISLAND CENTER ROAD NE 7.875 3,045.30 79
7.625 3,045.30 537,450.00
BAINBRIDGE ISLA WA 98110 1 03/09/00 00
9023750474 05 05/01/00 0
9023750474 O 04/01/30
0
3341453 461/461 F 300,000.00 ZZ
360 299,327.87 1
2121 NORTH LAUREL AVENUE 7.500 2,097.65 48
7.250 2,097.65 625,000.00
UPLAND CA 91784 1 01/25/00 00
9030000517 05 03/01/00 0
9030000517 O 02/01/30
0
3341454 461/461 F 380,000.00 ZZ
360 379,015.43 1
18580 BUCKNALL ROAD 8.000 2,788.31 80
7.750 2,788.31 480,000.00
SARATOGA CA 95070 5 01/14/00 00
9030000962 05 03/01/00 0
9030000962 O 02/01/30
0
3343413 M32/M32 F 560,000.00 ZZ
360 560,000.00 1
1
7715 NORTH RIVER ROAD 8.500 4,305.92 100
8.250 4,305.92 560,000.00
RIVER HILLS WI 53217 1 04/03/00 00
502568603 05 06/01/00 0
502568603 O 05/01/30
0
3343993 K08/G01 F 70,000.00 ZZ
360 70,000.00 1
7004 HILLWOOD DRIVE 9.000 563.24 47
8.750 563.24 148,990.00
SACHSE TX 75048 1 04/05/00 00
0411908528 03 06/01/00 0
0411908528 O 05/01/30
0
3347602 K08/G01 F 172,000.00 ZZ
360 171,903.57 1
107 EAST MULBERRY 8.875 1,368.51 80
8.625 1,368.51 215,000.00
SAN ANTONIO TX 78212 1 03/27/00 00
0411842206 05 05/01/00 0
0411842206 O 04/01/30
0
3347603 K08/G01 F 108,000.00 ZZ
360 107,942.53 1
1929 COUNTY ROAD 403 9.125 878.72 72
8.875 878.72 150,000.00
MARBLE FALLS TX 78654 2 03/29/00 00
0411854920 05 05/01/00 0
0411854920 O 04/01/30
0
3347604 K08/G01 F 343,800.00 ZZ
360 343,597.02 1
775 SHORESIDE DRIVE 8.625 2,674.04 60
8.375 2,674.04 573,000.00
SACRAMENTO CA 95831 1 03/29/00 00
0411856578 05 05/01/00 0
0411856578 O 04/01/30
0
3351614 K08/G01 F 331,950.00 ZZ
360 331,743.67 1
23162 STONERIDGE 8.375 2,523.06 80
8.125 2,523.06 414,990.00
MISSION VIEJO CA 92698 1 03/28/00 00
0411874670 03 05/01/00 0
1
0411874670 O 04/01/30
0
3351618 K08/G01 F 342,000.00 ZZ
360 342,000.00 1
1143 VIA CARRANZA 8.625 2,660.04 80
8.375 2,660.04 427,500.00
CAMARILLO CA 93012 1 04/03/00 00
0411887649 05 06/01/00 0
0411887649 O 05/01/30
0
3353144 163/163 F 282,150.00 ZZ
360 281,983.42 1
2701 NE 23RD COURT 8.625 2,194.53 90
8.375 2,194.53 313,500.00
POMPANO BEACH FL 33062 1 03/22/00 11
0217318488 05 05/01/00 25
0217318488 O 04/01/30
0
3353241 163/163 F 268,000.00 ZZ
360 267,639.16 1
33 WARWICK LANE 8.000 1,966.49 80
7.750 1,966.49 335,000.00
STAMFORD CT 06902 1 02/17/00 00
1000200278 05 04/01/00 0
1000200278 O 03/01/30
0
3353307 163/163 F 300,000.00 ZZ
360 299,427.98 1
5870 SALEM ROAD 8.750 2,360.10 75
8.500 2,360.10 400,000.00
CINCINNATI OH 45230 5 03/01/00 00
000204 05 04/01/00 0
000204 O 03/01/30
0
3353401 163/163 F 490,000.00 ZZ
360 489,703.15 1
501 ANDREWS AVENUE 8.500 3,767.68 69
8.250 3,767.68 720,000.00
DELRAY BEACH FL 33483 1 03/17/00 00
CAVANAUGH 05 05/01/00 0
CAVANAUGH O 04/01/30
0
1
3353447 L46/L46 F 331,000.00 ZZ
360 330,804.57 1
3926 KLAIS 8.625 2,574.49 79
8.375 2,574.49 422,000.00
CLARKSTON MI 48348 2 03/24/00 00
0003019098 05 05/01/00 0
0003019098 O 04/01/30
0
3353501 163/163 F 302,000.00 ZZ
360 301,642.11 1
97 LIBERTY AVE 8.625 2,348.93 82
8.375 2,348.93 370,000.00
NEW ROCHELLE NY 10805 2 01/31/00 04
1000163167 05 04/01/00 12
1000163167 O 03/01/30
0
3353541 L46/L46 F 375,000.00 ZZ
360 374,507.72 1
1102 CISCO COURT 8.125 2,784.37 65
7.875 2,784.37 581,000.00
ALLEN COLLIN CO TX 75013 1 02/11/00 00
0000909390 03 04/01/00 0
0000909390 O 03/01/30
0
3353627 163/163 F 412,000.00 ZZ
360 411,486.05 1
4660 NORTH JENSON STREET 8.375 3,131.50 80
8.125 3,131.50 515,000.00
LAS VEGAS NV 89129 2 02/01/00 00
1817221898 05 04/01/00 0
1817221898 O 03/01/30
0
3353730 L46/L46 F 340,000.00 ZZ
360 339,564.89 1
600 BELHAVEN DRIVE 8.250 2,554.31 80
8.000 2,554.31 425,000.00
ALLEN TX 75013 1 02/29/00 00
0000909861 05 04/01/00 0
0000909861 O 03/01/30
0
3353772 L46/L46 F 289,850.00 ZZ
360 289,479.07 1
1904 WICKWOOD COURT 8.250 2,177.55 80
8.000 2,177.55 362,346.00
1
DENTON DENTON C TX 76226 1 03/03/00 00
0000910158 03 04/01/00 0
0000910158 O 03/01/30
0
3353948 163/163 F 392,000.00 ZZ
360 391,523.37 1
1909 59TH STREET 8.500 3,014.14 80
8.250 3,014.14 490,000.00
BROOKLYN NY 11204 1 02/16/00 00
400741129 05 04/01/00 0
400741129 O 03/01/30
0
3354191 163/163 F 296,650.00 ZZ
360 296,270.38 1
21 HILLSIDE DRIVE 8.250 2,228.63 85
8.000 2,228.63 349,000.00
NEW CITY NY 10956 1 02/15/00 01
80033504 05 04/01/00 12
80033504 O 03/01/30
0
3354953 163/163 F 350,000.00 ZZ
360 349,798.62 1
5 PIN OAK COURT 8.750 2,753.46 70
8.500 2,753.46 500,000.00
VOORHEES NJ 08043 1 03/16/00 00
000068 05 05/01/00 0
000068 O 04/01/30
0
3355086 L46/L46 F 384,000.00 ZZ
360 383,761.32 1
9 RUE DU LAC STREET 8.375 2,918.68 80
8.125 2,918.68 480,000.00
DALLAS TX 75230 1 03/22/00 00
0000912857 03 05/01/00 0
0000912857 O 04/01/30
0
3355170 E82/G01 F 150,000.00 ZZ
360 150,000.00 1
10595 PLACID STREET 8.500 1,153.37 35
8.250 1,153.37 432,813.00
LAS VEGAS NV 89123 1 04/11/00 00
0400248092 03 06/01/00 0
0400248092 O 05/01/30
0
1
3355368 163/163 F 270,000.00 ZZ
360 269,680.05 1
2013 FILOLI COURT 8.625 2,100.03 90
8.375 2,100.03 300,000.00
BILOXI MS 39531 2 02/29/00 14
12390108 05 04/01/00 25
12390108 O 03/01/30
0
3355548 163/163 F 300,000.00 ZZ
360 299,625.76 1
2453 SEAGOVIA 8.375 2,280.22 51
8.125 2,280.22 589,000.00
LA VERNE CA 91750 1 02/22/00 00
400891066 03 04/01/00 0
400891066 O 03/01/30
0
3355568 163/163 F 360,000.00 BB
360 359,776.24 1
756 WATERS ROAD 8.375 2,736.26 90
8.125 2,736.26 400,000.00
CHESAPEAKE VA 23322 4 03/09/00 10
5000000631 05 05/01/00 25
5000000631 O 04/01/30
0
3355598 163/163 F 257,450.00 ZZ
360 256,978.78 1
49 PINE STREET 8.500 1,979.57 95
8.250 1,979.57 271,000.00
PHILPSTOWN NY 10516 1 01/14/00 04
1000159930 05 03/01/00 30
1000159930 O 02/01/30
0
3355692 163/163 F 282,000.00 ZZ
360 281,309.34 1
16743 DIAMOND DRIVE 8.500 2,168.34 87
8.250 2,168.34 325,000.00
WESTON FL 33331 2 12/08/99 04
1000155752 03 02/01/00 25
1000155752 O 01/01/30
0
3355817 163/163 F 566,250.00 ZZ
360 565,561.49 1
1
10 SWEENEY RIDGE ROAD 8.500 4,353.98 75
8.250 4,353.98 755,000.00
BEDFORD MA 01730 1 02/18/00 00
10000138376 05 04/01/00 0
10000138376 O 03/01/30
0
3355828 163/163 F 299,250.00 ZZ
360 299,082.23 1
22 TOP O'THE RIDGE DRIVE 8.875 2,380.97 95
8.625 2,380.97 315,000.00
SCARSDALE NY 10583 1 03/07/00 04
20010505 05 05/01/00 30
20010505 O 04/01/30
0
3356279 593/G01 F 345,600.00 ZZ
360 345,390.63 1
2230 VIA DEL SOL 8.500 2,657.37 80
8.250 2,657.37 432,000.00
LA VERNE CA 91750 1 03/20/00 00
0431991785 05 05/01/00 0
0007431828 O 04/01/30
0
3356520 163/163 F 289,700.00 ZZ
360 289,493.93 1
2530 COCKELBUR DRIVE 8.375 2,201.93 90
8.125 2,201.93 325,000.00
GILLETTE WY 82718 4 03/03/00 10
400952154 05 05/01/00 30
400952154 O 04/01/30
0
3356713 526/526 F 258,750.00 ZZ
240 249,876.85 1
7 CURTIS LANE 7.500 2,084.47 75
7.250 2,084.47 345,000.00
FRANKLIN MA 02038 5 10/28/98 00
0339245 05 12/01/98 0
0339245 O 11/01/18
0
3356714 526/526 F 124,400.00 ZZ
360 124,252.59 1
4 INGALLS ROAD 8.625 967.57 68
8.375 967.57 183,184.00
EAST HAMPTON NY 11937 1 03/02/00 00
0359977 05 04/01/00 0
1
0359977 O 03/01/30
0
3356715 526/526 F 200,000.00 ZZ
360 199,756.82 1
426 FLETCHER DRIVE 8.500 1,537.83 62
8.250 1,537.83 327,000.00
SMYRNA DE 19977 1 03/01/00 00
0367595 05 04/01/00 0
0367595 O 03/01/30
0
3356717 526/526 F 307,700.00 ZZ
360 307,518.33 1
1704 VISTA DEL MAR 8.625 2,393.26 54
8.375 2,393.26 575,000.00
VISTA CA 92084 5 03/02/00 00
0393508 05 05/01/00 0
0393508 O 04/01/30
0
3356719 526/526 F 125,200.00 ZZ
360 125,044.93 1
8825 SW UMATILLA ST 8.625 973.80 75
8.375 973.80 167,000.00
TUALATIN OR 97062 1 03/07/00 00
0394431 05 05/01/00 0
0394431 O 04/01/30
0
3356720 526/526 F 279,600.00 ZZ
360 279,251.22 1
2420 LOCKE LANE 8.375 2,125.16 54
8.125 2,125.16 525,000.00
HOUSTON TX 77019 2 02/29/00 00
0394917 03 04/01/00 0
0394917 O 03/01/30
0
3356721 526/526 F 391,200.00 ZZ
360 390,724.34 1
6910 NORWAY PLACE 8.500 3,007.99 80
8.250 3,007.99 489,000.00
DALLAS TX 75230 1 02/29/00 00
0394921 05 04/01/00 0
0394921 O 03/01/30
0
1
3356722 526/526 F 286,250.00 ZZ
360 286,062.75 1
101 MERION TER 8.125 2,125.40 56
7.875 2,125.40 515,000.00
MORAGA CA 94556 1 03/02/00 00
0395342 03 05/01/00 0
0395342 O 04/01/30
0
3356723 526/526 F 515,200.00 ZZ
360 514,589.47 1
325 ETON CT 8.625 4,007.17 80
8.375 4,007.17 644,000.00
WALNUT CREEK CA 94598 1 02/29/00 00
0395386 05 04/01/00 0
0395386 O 03/01/30
0
3356724 526/526 F 319,200.00 ZZ
360 318,821.75 1
3925 GILBERT AVENUE NUMBER A 8.625 2,482.70 80
8.375 2,482.70 399,000.00
DALLAS TX 75219 1 02/17/00 00
0395397 03 04/01/00 0
0395397 O 03/01/30
0
3356728 526/526 F 132,000.00 ZZ
360 131,931.56 1
15063 PLANK RD 9.250 1,085.94 80
9.000 1,085.94 165,000.00
SYCAMORE IL 60178 1 03/15/00 00
0396171 05 05/01/00 0
0396171 O 04/01/30
0
3356729 526/526 F 276,000.00 ZZ
360 275,845.27 1
12 STONEBRIDGE DRIVE 8.875 2,195.98 80
8.625 2,195.98 345,000.00
HOCKESSIN DE 19707 2 03/03/00 00
0396438 03 05/01/00 0
0396438 O 04/01/30
0
3356731 526/526 F 285,000.00 ZZ
360 284,840.22 1
3702 EDGEWATER DR 8.875 2,267.59 95
8.625 2,267.59 300,000.00
1
HAZEL CREST IL 60429 1 03/10/00 11
0396717 05 05/01/00 30
0396717 O 04/01/30
0
3356732 526/526 F 334,250.00 ZZ
360 334,042.25 1
24623 MILLERS LANE 8.375 2,540.54 77
8.125 2,540.54 435,000.00
KATY TX 77493 2 03/02/00 00
0396745 03 05/01/00 0
0396745 O 04/01/30
0
3356734 526/526 F 341,600.00 ZZ
360 341,408.49 1
3820 S CREEK DR 8.875 2,717.93 80
8.625 2,717.93 427,000.00
ROCHESTER MI 48306 1 03/10/00 00
0396836 05 05/01/00 0
0396836 O 04/01/30
0
3356735 526/526 F 113,600.00 ZZ
360 113,536.32 1
544 WEST 6TH DRIVE 8.875 903.85 80
8.625 903.85 142,000.00
MESA AZ 85210 1 03/09/00 00
0396969 05 05/01/00 0
0396969 O 04/01/30
0
3356736 526/526 F 1,500,000.00 ZZ
360 1,499,067.66 1
2505 LAGUNA TERRACE 8.375 11,401.10 45
8.125 11,401.10 3,389,000.00
FORT LAUDERDALE FL 33316 1 03/17/00 00
0397271 05 05/01/00 0
0397271 O 04/01/30
0
3356737 526/526 F 476,000.00 ZZ
360 475,688.63 1
1705 BURNING TREE LANE 8.125 3,534.29 80
7.875 3,534.29 595,000.00
PLANO TX 75093 1 03/08/00 00
0397339 03 05/01/00 0
0397339 O 04/01/30
0
1
3356738 526/526 F 800,000.00 ZZ
360 799,489.87 1
1120 SOTHDOWN ROAD 8.250 6,010.13 58
8.000 6,010.13 1,400,000.00
HILLSBOROUGH CA 94010 1 03/17/00 00
0397403 05 05/01/00 0
0397403 O 04/01/30
0
3356739 526/526 F 319,920.00 ZZ
360 319,716.00 1
5214 LAUREL STREET 8.250 2,403.45 80
8.000 2,403.45 399,900.00
BELLAIRE TX 77401 1 03/08/00 00
0397680 05 05/01/00 0
0397680 O 04/01/30
0
3356740 526/526 F 350,000.00 ZZ
360 349,787.97 1
708 VERMONT STREET 8.500 2,691.20 51
8.250 2,691.20 690,000.00
SAN FRANCISCO CA 94107 5 03/20/00 00
0397758 05 05/01/00 0
0397758 O 04/01/30
0
3356741 526/526 F 278,000.00 T
360 277,835.86 1
4231 GHOST CRAB 8.625 2,162.26 80
8.375 2,162.26 347,500.00
GALVESTON TX 77554 1 03/27/00 00
0398015 05 05/01/00 0
0398015 O 04/01/30
0
3356742 526/526 F 95,900.00 ZZ
360 95,844.82 1
13537 E 116TH STREET 8.750 754.45 62
8.500 754.45 155,900.00
FISHERS IN 46038 1 03/29/00 00
0399822 05 05/01/00 0
0399822 O 04/01/30
0
3356744 526/526 F 377,200.00 ZZ
360 376,544.20 1
1
1809 NICHOLS CANYON ROAD` 8.750 2,967.43 77
8.500 2,967.43 494,000.00
LOS ANGELES CA 90046 2 01/10/00 00
0391460 05 03/01/00 0
0391460 O 02/01/30
0
3356745 526/526 F 649,900.00 ZZ
360 649,474.87 1
575 KELLOGG AVE 8.125 4,825.49 33
7.875 4,825.49 2,000,000.00
PALO ALTO CA 94301 1 03/02/00 00
0393071 05 05/01/00 0
0393071 O 04/01/30
0
3356746 526/526 F 95,600.00 ZZ
360 95,544.99 1
2116 WEST 12TH LN 8.750 752.09 75
8.500 752.09 127,500.00
YUMA AZ 85364 1 03/03/00 00
0394698 05 05/01/00 0
0394698 O 04/01/30
0
3356747 526/526 F 999,900.00 ZZ
360 999,294.26 1
1521 VIRGINIA RD 8.500 7,688.37 67
8.250 7,688.37 1,500,000.00
SAN MARINO CA 91108 1 03/09/00 00
0396368 05 05/01/00 0
0396368 O 04/01/30
0
3356748 526/526 F 330,000.00 ZZ
360 329,810.13 1
4945 EAST BERNEIL DRIVE 8.750 2,596.12 56
8.500 2,596.12 596,000.00
PARADISE VALLEY AZ 85253 1 03/06/00 00
0396653 05 05/01/00 0
0396653 O 04/01/30
0
3356749 526/526 F 96,800.00 ZZ
360 96,742.85 1
1230 EAST CAMBRIDGE AVENUE 8.625 752.90 80
8.375 752.90 121,000.00
PHOENIX AZ 85006 1 03/16/00 00
0397275 05 05/01/00 0
1
0397275 O 04/01/30
0
3356750 526/526 F 81,600.00 ZZ
360 81,551.82 1
3337 N 6TH AVE 8.625 634.68 80
8.375 634.68 102,000.00
PHOENIX AZ 85013 1 03/23/00 00
0397298 05 05/01/00 0
0397298 O 04/01/30
0
3356751 526/526 F 100,000.00 ZZ
360 99,943.94 1
2058 NARLOTI STREET 8.875 795.64 80
8.625 795.64 125,000.00
PALM SPRING CA 92262 1 03/28/00 00
0398793 05 05/01/00 0
0398793 O 04/01/30
0
3356873 757/G01 F 396,000.00 ZZ
360 396,000.00 1
30 NORTH DRIVE 8.375 3,009.89 80
8.125 3,009.89 495,000.00
KEY LARGO FL 33037 1 04/07/00 00
0431971308 05 06/01/00 0
8771453 O 05/01/30
0
3358322 K08/G01 F 400,000.00 ZZ
360 400,000.00 1
28 PROSPECT AVENUE 8.500 3,075.65 80
8.250 3,075.65 500,000.00
LONG BEACH CA 90803 1 03/30/00 00
0411888126 05 06/01/00 0
0411888126 O 05/01/30
0
3358327 K08/G01 F 266,000.00 ZZ
360 266,000.00 1
4055 NEWTON STREET 8.125 1,975.04 74
7.875 1,975.04 360,000.00
TORRANCE CA 90505 5 03/31/00 00
0411893241 05 06/01/00 0
0411893241 O 05/01/30
0
1
3358866 623/G01 F 268,000.00 ZZ
360 267,665.67 1
828 SADDLEBACK CIRCLE 8.375 2,037.00 80
8.125 2,037.00 335,000.00
LIVERMORE CA 94550 1 02/02/00 00
0431982057 03 04/01/00 0
6399631 O 03/01/30
0
3358868 623/G01 F 491,000.00 ZZ
360 490,418.14 1
711 NORTH WASHINGTON AVENUE 8.625 3,818.95 76
8.375 3,818.95 650,000.00
PARK RIDGE IL 60068 4 02/29/00 00
0431978964 05 04/01/00 0
1348798 O 03/01/30
0
3358869 623/G01 F 396,950.00 ZZ
360 396,703.27 1
1593 WOODRIDGE PLACE 8.375 3,017.11 80
8.125 3,017.11 496,245.00
BIRMINGHAM AL 35216 4 03/10/00 00
0431982289 03 05/01/00 0
1367208 O 04/01/30
0
3358870 623/G01 F 287,850.00 ZZ
360 285,829.54 1
2172 UNITY COURT 7.375 1,988.11 95
7.125 1,988.11 303,000.00
MARIETTA GA 30064 1 07/19/99 10
0431983196 03 09/01/99 30
1353189 O 08/01/29
0
3358871 623/G01 F 552,500.00 ZZ
360 552,190.26 1
1534 EAST VICTOR HUGO AVENUE 8.875 4,395.94 65
8.625 4,395.94 850,000.00
PHOENIX AZ 85022 5 03/07/00 00
0431982214 03 05/01/00 0
1928619 O 04/01/30
0
3358872 623/G01 F 319,200.00 ZZ
360 319,006.62 1
4741 BINDEWALD ROAD 8.500 2,454.38 80
8.250 2,454.38 399,000.00
1
TORRANCE CA 90505 1 03/10/00 00
0431981927 05 05/01/00 0
1927790 O 04/01/30
0
3358873 623/G01 F 536,000.00 ZZ
360 535,675.29 1
14814 NORTH 15TH AVENUE 8.500 4,121.38 80
8.250 4,121.38 670,000.00
PHOENIX AZ 85023 1 03/01/00 00
0431981943 03 05/01/00 0
1927723 O 04/01/30
0
3358874 623/G01 F 379,000.00 T
360 378,776.24 1
75 BOSQUE ROAD 8.625 2,947.82 79
8.375 2,947.82 480,000.00
ALGODONES NM 87101 2 03/24/00 00
0431981992 05 05/01/00 0
1517353 O 04/01/30
0
3358875 623/G01 F 301,500.00 ZZ
360 300,384.47 1
1451 CALIENTE WAY 8.500 2,318.28 90
8.250 2,318.28 335,000.00
SAN JOSE CA 95132 1 10/05/99 01
0431977925 05 12/01/99 25
6325792 O 11/01/29
0
3358876 623/G01 F 424,000.00 ZZ
360 418,351.39 1
2249 WYANDOTTE STREET 7.250 2,892.43 80
7.000 2,892.43 530,000.00
MOUNTAIN VIEW CA 94043 5 03/05/99 00
0431982230 05 05/01/99 0
6242836 O 04/01/29
0
3358877 623/G01 F 312,300.00 ZZ
360 312,115.62 1
4865 ASHLAND STREET 8.625 2,429.04 90
8.375 2,429.04 347,000.00
BEAUMONT TX 77706 1 03/10/00 01
0431981851 03 05/01/00 25
5245042 O 04/01/30
0
1
3358878 623/G01 F 264,000.00 ZZ
360 263,662.16 1
2816 CLAUDIA COURT 8.250 1,983.34 80
8.000 1,983.34 330,000.00
VIENNA VA 22180 1 02/23/00 00
0431982164 09 04/01/00 0
5242615 O 03/01/30
0
3358879 623/G01 F 300,000.00 T
360 299,818.26 1
169 EL VIENTO 8.500 2,306.74 80
8.250 2,306.74 375,000.00
PISMO BEACH CA 93449 1 03/13/00 00
0431981950 05 05/01/00 0
1930776 O 04/01/30
0
3358880 623/G01 F 284,000.00 ZZ
360 283,827.95 1
812 SHADY GLEN 8.500 2,183.72 80
8.250 2,183.72 355,000.00
MARTINEZ CA 94553 1 03/10/00 00
0431977958 05 05/01/00 0
1930373 O 04/01/30
0
3358881 623/G01 F 280,000.00 ZZ
360 279,812.13 1
1402 SAN DIEGO LOOP 8.000 2,054.54 80
7.750 2,054.54 350,000.00
GROVER BEACH CA 93433 1 02/29/00 00
0431981976 03 05/01/00 0
1930224 O 04/01/30
0
3358882 623/G01 F 650,000.00 ZZ
360 649,626.03 1
3700 COYOTE CANYON ROAD 8.750 5,113.55 78
8.500 5,113.55 836,000.00
SOQUEL CA 95073 1 03/15/00 00
0431977891 05 05/01/00 0
1929611 O 04/01/30
0
3359346 163/163 F 350,000.00 ZZ
360 349,152.42 1
1
178 A BEVERLY HILL ROAD 8.625 2,722.26 70
8.375 2,722.26 505,000.00
SOUTH HUNTINGTO NY 11746 1 02/11/00 00
1000160885 05 04/01/00 0
1000160885 O 03/01/30
0
3359604 A48/G01 F 320,000.00 ZZ
360 320,000.00 1
6 THE RISE 8.625 2,488.93 53
8.375 2,488.93 610,000.00
WOODBURY NY 11794 1 04/07/00 00
0431973973 05 06/01/00 0
2102010251 O 05/01/30
0
3359675 163/163 F 351,200.00 ZZ
360 350,047.44 1
139 COLLEGE PLACE 8.375 2,669.38 80
8.125 2,669.38 439,900.00
FAIRFIELD CT 06430 1 12/15/99 00
1000166869 01 02/01/00 0
1000166869 O 01/01/30
0
3359792 163/163 F 280,000.00 ZZ
360 279,668.17 1
48 SOUTH STREET 8.625 2,177.82 72
8.375 2,177.82 389,900.00
GRAFTON MA 01519 1 02/16/00 00
1000136885 05 04/01/00 0
1000136885 O 03/01/30
0
3360303 623/G01 F 402,100.00 ZZ
360 401,598.40 1
LOT #6 FAWN TERRACE LANE 8.375 3,056.25 80
8.125 3,056.25 502,639.00
GROTON MA 01450 1 03/01/00 00
0431971332 05 04/01/00 0
5245903 O 03/01/30
0
3362080 K08/G01 F 364,500.00 ZZ
360 364,500.00 1
4637 BLACKFRIAR ROAD 8.750 2,867.52 90
8.500 2,867.52 405,000.00
WOODLAND HILLS CA 91364 1 04/07/00 01
0411911837 05 06/01/00 25
1
0411911837 O 05/01/30
0
3362179 227/G01 F 400,000.00 ZZ
360 399,757.67 1
10200 SOUZA LANE 8.500 3,075.66 80
8.250 3,075.66 500,000.00
MANASSAS VA 20111 1 03/30/00 00
0431978691 05 05/01/00 0
1775620 O 04/01/30
0
3362230 696/G01 F 477,600.00 ZZ
360 477,600.00 1
3816 LAKEVIEW TERRACE 8.375 3,630.11 80
8.125 3,630.11 597,000.00
FALLS CHURCH VA 22041 1 04/14/00 00
0431974054 03 06/01/00 0
22600032 O 05/01/30
0
3362232 696/G01 F 351,900.00 ZZ
360 351,900.00 1
3816 FORT WORTH AVENUE 8.375 2,674.69 80
8.125 2,674.69 439,900.00
ALEXANDRIA VA 22304 1 04/14/00 00
0431974120 05 06/01/00 0
22600007 O 05/01/30
0
3363899 196/G01 F 374,400.00 ZZ
360 374,400.00 1
12646 LA SOLANA DRIVE 8.750 2,945.41 80
8.500 2,945.41 468,000.00
REDLANDS CA 92373 1 04/02/00 00
0431975358 05 06/01/00 0
1363856 O 05/01/30
0
3363952 757/G01 F 385,000.00 T
360 384,778.49 1
6234 SAWGRASS DRIVE 8.750 3,028.80 67
8.500 3,028.80 575,000.00
GULF SHORES AL 36542 2 03/22/00 00
0431979657 05 05/01/00 0
8742926 O 04/01/30
0
1
3366287 E82/G01 F 241,500.00 ZZ
360 241,500.00 1
221 GERMANY ROAD 8.000 1,772.04 93
7.750 1,772.04 260,000.00
WINCHESTER VA 22602 2 04/10/00 04
0400253456 05 06/01/00 30
0400253456 O 05/01/30
0
3366334 696/G01 F 451,600.00 ZZ
360 451,600.00 1
7447 IDYLWOOD ROAD 8.625 3,512.50 80
8.375 3,512.50 566,205.00
FALLS CHURCH VA 22043 1 04/14/00 00
0431976877 05 06/01/00 0
30200011 O 05/01/30
0
3366335 696/G01 F 429,050.00 ZZ
360 429,050.00 1
1020 PRESERVE COURT 8.500 3,299.02 53
8.250 3,299.02 814,800.00
GREAT FALLS VA 22066 1 04/13/00 00
0431976901 03 06/01/00 0
25100008 O 05/01/30
0
3366586 623/G01 F 369,000.00 ZZ
360 368,776.46 1
857 WESTWOODS ROAD 8.500 2,837.29 90
8.250 2,837.29 410,000.00
WRIGHT CITY MO 63390 2 03/27/00 11
0431976331 05 05/01/00 25
5253954 O 04/01/30
0
3369916 K08/G01 F 325,000.00 ZZ
360 325,000.00 1
1855 MANZANITA CIRCLE 8.375 2,470.23 40
8.125 2,470.23 825,000.00
RENO NV 89509 1 04/05/00 00
0411881535 05 06/01/00 0
0411881535 O 05/01/30
0
3369919 K08/G01 F 520,000.00 ZZ
360 520,000.00 1
2620 YELLOWWOOD DRIVE 8.625 4,044.51 80
8.375 4,044.51 650,000.00
1
WESTLAKE VILLAG CA 91361 1 04/12/00 00
0411884489 05 06/01/00 0
0411884489 O 05/01/30
0
3369923 K08/G01 F 228,000.00 ZZ
360 228,000.00 1
2962 KELLY STREET 8.625 1,773.36 80
8.375 1,773.36 285,000.00
LIVERMORE CA 94550 1 04/07/00 00
0411901804 05 06/01/00 0
0411901804 O 05/01/30
0
3369924 K08/G01 F 306,200.00 ZZ
360 306,200.00 1
5051 WITTENMEYER COURT 8.500 2,354.41 80
8.250 2,354.41 382,847.00
ANTIOCH CA 94509 1 04/07/00 00
0411907090 05 06/01/00 0
0411907090 O 05/01/30
0
3370561 025/G01 F 400,000.00 ZZ
360 398,570.06 1
13211 VALLEY DRIVE 7.750 2,865.65 71
7.500 2,865.65 565,000.00
ROCKVILLE MD 20850 1 11/29/99 00
0431982081 09 01/01/00 0
0135100345 O 12/01/29
0
3370755 025/G01 F 480,000.00 ZZ
360 478,744.59 1
15832 RICA VISTA WAY 8.375 3,648.35 66
8.125 3,648.35 730,000.00
SAN JOSE CA 95037 1 01/05/00 00
0431985415 05 03/01/00 0
0137425922 O 02/01/30
0
3371050 K08/G01 F 105,000.00 ZZ
360 105,000.00 1
493 HILL TOP ROAD 8.625 816.68 75
8.375 816.68 140,000.00
TROY TX 76579 4 04/14/00 00
0411893142 05 06/01/00 0
0411893142 O 05/01/30
0
1
3371351 025/G01 F 384,000.00 ZZ
360 383,779.07 1
18965 WING TIP ROAD CT 8.750 3,020.93 75
8.500 3,020.93 512,000.00
COLORADO SPRING CO 80908 5 03/06/00 00
0431981968 05 05/01/00 0
0137688198 O 04/01/30
0
3371462 025/G01 F 304,000.00 ZZ
360 303,429.18 1
1292 EAST 810 SOUTH 8.375 2,310.62 80
8.125 2,310.62 380,000.00
ALPINE UT 84004 2 01/14/00 00
0431982016 05 03/01/00 0
0137683124 O 02/01/30
0
3371524 025/G01 F 336,000.00 ZZ
360 335,369.06 1
26125 PIERCE ROAD 8.375 2,553.85 80
8.125 2,553.85 420,000.00
LOS GATOS CA 95033 1 01/03/00 00
0431985431 05 03/01/00 0
0137422168 O 02/01/30
0
3371638 025/G01 F 264,050.00 ZZ
360 263,566.69 1
1680 PATRICE CIRCLE 8.500 2,030.32 95
8.250 2,030.32 277,960.00
CROFTON MD 21114 1 01/20/00 01
0431982560 05 03/01/00 30
0130010069 O 02/01/30
0
3371646 025/G01 F 345,000.00 ZZ
360 344,335.44 1
435 UNIVERSITY AVE 8.250 2,591.88 63
8.000 2,591.88 550,000.00
BOULDER CO 80302 5 01/07/00 00
0431982727 05 03/01/00 0
0137682829 O 02/01/30
0
3371739 696/G01 F 568,000.00 ZZ
360 568,000.00 1
1
1742 FAIRVIEW AVENUE 8.625 4,417.85 80
8.375 4,417.85 710,000.00
MCLEAN VA 22101 1 04/14/00 00
0431979038 05 06/01/00 0
22800025 O 05/01/30
0
3371789 F27/F27 F 276,000.00 ZZ
360 275,837.05 1
316 SOUTH LEE STREET 8.625 2,146.70 80
8.375 2,146.70 345,000.00
ALEXANDRIA VA 22314 1 03/15/00 00
6061108422 07 05/01/00 0
6061108422 O 04/01/30
0
3372160 F27/F27 F 380,000.00 ZZ
360 379,751.43 1
1808 FOX CREEK COURT 8.125 2,821.49 80
7.875 2,821.49 475,000.00
DAVIDSONVILLE MD 21035 4 03/01/00 00
6060053853 05 05/01/00 0
6060053853 O 04/01/30
0
3372353 F27/F27 F 384,000.00 ZZ
360 383,779.07 1
17414 WESLEY CHAPEL ROAD 8.750 3,020.93 80
8.500 3,020.93 480,000.00
MONKTON MD 21111 1 03/09/00 00
6061105504 03 05/01/00 0
6061105504 O 04/01/30
0
3372581 F27/F27 F 620,450.00 ZZ
360 619,549.01 1
11051 SANDY MANOR DRIVE 7.625 4,391.51 70
7.375 4,391.51 886,440.00
FAIRFAX VA 22033 4 02/15/00 00
6060079143 05 04/01/00 0
6060079143 O 03/01/30
0
3372865 F27/F27 F 280,000.00 ZZ
360 279,812.12 1
18267 WICKHAM ROAD 8.000 2,054.55 68
7.750 2,054.55 417,833.00
OLNEY MD 20832 1 03/28/00 00
6061103269 03 05/01/00 0
1
6061103269 O 04/01/30
0
3373133 F27/F27 F 449,750.00 ZZ
360 449,484.47 1
7431 SPRING SUMMIT ROAD 8.625 3,498.11 80
8.375 3,498.11 562,208.00
SPRINGFIELD VA 22150 1 03/30/00 00
6060108798 03 05/01/00 0
6060108798 O 04/01/30
0
3373234 F27/F27 F 483,700.00 ZZ
360 483,349.91 1
10705 TIMBER RIDGE ROAD 7.625 3,423.60 75
7.375 3,423.60 650,000.00
FAIRFAX STATION VA 22039 4 03/01/00 00
6060079593 03 05/01/00 0
6060079593 O 04/01/30
0
3373451 076/076 F 380,000.00 ZZ
360 379,781.37 1
18407 WILLIAM CIRCLE 8.750 2,989.46 80
8.500 2,989.46 475,000.00
OMAHA NE 68130 2 03/10/00 00
1423479 05 05/01/00 0
1423479 O 04/01/30
0
3373452 076/076 F 335,000.00 ZZ
360 334,802.22 1
527 NORHT ELMWOOD ROAD 8.625 2,605.60 78
8.375 2,605.60 435,000.00
OMAHA NE 68132 1 03/20/00 00
9424565 05 05/01/00 0
9424565 O 04/01/30
0
3373453 076/076 F 340,000.00 ZZ
360 339,799.26 1
1434 TANGLEWOOD ROAD 8.625 2,644.49 60
8.375 2,644.49 575,000.00
ABILENE TX 79605 1 03/14/00 00
9861251 05 05/01/00 0
9861251 O 04/01/30
0
1
3373454 076/076 F 280,000.00 ZZ
360 279,816.84 1
11575 FM HWY 775 8.125 2,078.99 80
7.875 2,078.99 350,000.00
LA VERNIA TX 78121 2 03/10/00 00
9881620 05 05/01/00 0
9881620 O 04/01/30
0
3373455 076/076 F 260,000.00 ZZ
360 259,857.98 1
119 CLARIDGE ST 9.000 2,092.02 93
8.750 2,092.02 282,000.00
ELMONT NY 11003 1 03/17/00 10
9947248 05 05/01/00 30
9947248 O 04/01/30
0
3374877 K08/G01 F 305,000.00 ZZ
360 305,000.00 1
2530 31ST AVENUE 8.375 2,318.22 70
8.125 2,318.22 442,000.00
SAN FRANCISCO CA 94116 1 04/04/00 00
0411899818 07 06/01/00 0
0411899818 O 05/01/30
0
3374883 K08/G01 F 50,000.00 ZZ
360 50,000.00 1
6711 CARTERS BLUFF DR. 9.000 402.31 57
8.750 402.31 88,000.00
SAN ANTONIO TX 78239 5 04/11/00 00
0411907447 05 06/01/00 0
0411907447 O 05/01/30
0
3375722 E33/G01 F 360,000.00 ZZ
360 359,024.09 1
795 E LINDEN AVE 8.000 2,641.56 45
7.750 2,641.56 800,000.00
LAKE FOREST IL 60045 2 12/01/99 00
0431992114 05 02/01/00 0
323444463 O 01/01/30
0
3376321 Q64/G01 F 307,500.00 ZZ
360 307,323.08 1
2528 EAGLE RUN COURT 8.750 2,419.11 75
8.500 2,419.11 410,000.00
1
WESTON FL 33327 1 03/20/00 00
0431988476 03 05/01/00 0
200068 O 04/01/30
0
3378225 K08/G01 F 108,000.00 ZZ
360 108,000.00 1
1967 ARTHUR AVENUE 8.875 859.30 80
8.625 859.30 135,000.00
POMONA CA 91768 2 04/05/00 00
0411910953 05 06/01/00 0
0411910953 O 05/01/30
0
3379133 144/144 F 880,000.00 ZZ
360 880,000.00 1
59 LOT 11 LORD DAVIS LANE 8.625 6,844.55 65
8.375 6,844.55 1,355,000.00
AVON CT 06001 2 04/10/00 00
160636803 05 06/01/00 0
160636803 O 05/01/30
0
3379405 F28/G01 F 303,000.00 ZZ
360 302,020.56 1
954 WOODLAND CT 8.250 2,276.34 76
8.000 2,276.34 400,000.00
ANNAPOLIS MD 21401 2 11/19/99 00
0431997519 05 01/01/00 0
4596694 O 12/01/29
0
3379406 F28/G01 F 260,000.00 ZZ
360 259,013.28 1
1952 TURNBERRY CT 8.375 1,976.19 61
8.125 1,976.19 431,600.00
FINKSBURG MD 21048 4 10/27/99 00
0431997527 03 12/01/99 0
4660108 O 11/01/29
0
3379407 F28/G01 F 400,000.00 T
360 398,673.87 1
1291 SANDCASTLE DRIVE 8.125 2,969.99 50
7.875 2,969.99 800,000.00
COROLLA NC 27927 2 11/15/99 00
0431997535 03 01/01/00 0
4673010 O 12/01/29
0
1
3379409 F28/G01 F 300,000.00 ZZ
360 253,898.10 1
LOT 10 FORREST RANCH ROAD 8.125 2,227.49 80
7.875 2,227.49 375,000.00
PARKS AZ 86001 4 01/10/00 00
0431997543 05 03/01/00 0
4780138 O 02/01/30
0
3379410 F28/G01 F 335,000.00 ZZ
360 334,802.21 1
6234 INGLESIDE DRIVE 8.625 2,605.60 79
8.375 2,605.60 425,000.00
WILMINGTON NC 28409 2 03/29/00 00
0431997550 03 05/01/00 0
4825224 O 04/01/30
0
3379411 F28/G01 F 325,375.00 ZZ
360 323,133.97 1
605 MINNIEFORD AVENUE 8.250 2,444.43 95
8.000 2,444.43 342,500.00
BRONX NY 10464 1 06/30/99 10
0431997568 05 08/01/99 30
4882068 O 07/01/29
0
3379412 F28/G01 F 329,000.00 ZZ
360 326,907.93 1
6555 51ST AVENUE NORTHEAST 7.875 2,385.48 72
7.625 2,385.48 460,000.00
SEATTLE WA 98115 1 07/14/99 00
0431997576 05 09/01/99 0
4919177 O 08/01/29
0
3379413 F28/G01 F 335,700.00 ZZ
360 334,940.93 1
1346 KEENLAND DRIVE 8.625 2,611.04 90
8.375 2,611.04 373,000.00
BARTLETT IL 60103 1 01/21/00 04
0431997584 05 03/01/00 25
4919367 O 02/01/30
0
3379414 F28/G01 F 600,000.00 ZZ
360 598,721.37 1
1
2700 CAPRIOLE DRIVE 7.750 4,298.47 73
7.500 4,298.47 830,000.00
MEDINA MN 55340 2 01/25/00 00
0431997592 05 03/01/00 0
4937088 O 02/01/30
0
3379416 F28/G01 F 450,000.00 ZZ
360 449,176.36 1
114 S BAUM TR 8.500 3,460.11 25
8.250 3,460.11 1,800,000.00
DUCK NC 27949 2 01/27/00 00
0431997600 05 03/01/00 0
4995060 O 02/01/30
0
3379417 F28/G01 F 483,000.00 ZZ
360 480,475.94 1
12635 HORTENSE ST 8.250 3,628.62 70
8.000 3,628.62 690,000.00
LOS ANGELES CA 91604 1 08/26/99 00
0431997618 05 10/01/99 0
5018852 O 09/01/29
0
3379419 F28/G01 F 279,400.00 ZZ
360 279,247.38 1
22536 HOME COURT 9.000 2,248.12 90
8.750 2,248.12 310,515.00
FRANKFORT IL 60423 1 03/29/00 10
0431997634 05 05/01/00 25
5049675 O 04/01/30
0
3379420 F28/G01 F 300,000.00 ZZ
360 299,625.76 1
9947 S.W. STONECREEK DRIVE 8.375 2,280.22 55
8.125 2,280.22 550,000.00
BEAVERTON OR 97007 2 02/29/00 00
0431997642 05 04/01/00 0
5065077 O 03/01/30
0
3379421 F28/G01 F 306,000.00 ZZ
360 305,149.33 1
126 LAWSON RD SE 7.875 2,218.71 80
7.625 2,218.71 382,500.00
LEESBURG VA 20175 1 12/17/99 00
0431997659 05 02/01/00 0
1
5072295 O 01/01/30
0
3379424 F28/G01 F 295,000.00 ZZ
360 293,389.85 1
804 MALLET HILL LANE 8.500 2,268.30 69
8.250 2,268.30 431,440.00
MILLERSVILLE MD 21108 2 09/17/99 00
0431997667 05 11/01/99 0
5096452 O 10/01/29
0
3379425 F28/G01 F 266,000.00 T
360 265,314.49 1
105 DUCK LANDING LANE 8.250 1,998.37 80
8.000 1,998.37 332,500.00
DUCK NC 27949 1 12/30/99 00
0431997675 05 02/01/00 0
5097243 O 01/01/30
0
3379426 F28/G01 F 277,850.00 ZZ
360 276,706.21 1
2803 NORTH WOLCOTT UNIT D 8.750 2,185.85 95
8.500 2,185.85 292,500.00
CHICAGO IL 60657 1 09/24/99 10
0431997683 01 11/01/99 30
5099381 O 10/01/29
0
3379427 F28/G01 F 346,400.00 T
360 345,959.70 1
128 DUCK LANDING LANE 8.250 2,602.39 80
8.000 2,602.39 433,000.00
DUCK NC 27949 1 02/24/00 00
0431997691 03 04/01/00 0
5104831 O 03/01/30
0
3379428 F28/G01 F 400,000.00 ZZ
360 398,557.33 1
1362 SNOWBERRY LANE 8.625 3,111.16 77
8.375 3,111.16 525,000.00
MEDINA OH 44256 1 10/01/99 00
0431997709 05 12/01/99 0
5111457 O 11/01/29
0
1
3379429 F28/G01 F 404,000.00 ZZ
360 402,346.20 1
803 DRIFTWOOD PLACE 8.000 2,964.41 80
7.750 2,964.41 505,000.00
EDMONDS WA 98020 1 10/22/99 00
0431997717 05 12/01/99 0
5117322 O 11/01/29
0
3379430 F28/G01 F 319,000.00 ZZ
360 317,773.06 1
1560 SOUTH PITKIN AVENUE 8.375 2,424.63 80
8.125 2,424.63 399,900.00
SUPERIOR CO 80027 1 10/29/99 00
0431997725 03 12/01/99 0
5123981 O 11/01/29
0
3379431 F28/G01 F 350,400.00 ZZ
360 349,036.10 1
4785 GRESHAM STREET 8.250 2,632.44 80
8.000 2,632.44 439,000.00
SAN DIEGO CA 92109 1 10/21/99 00
0431997733 05 12/01/99 0
5142155 O 11/01/29
0
3379432 F28/G01 F 270,000.00 ZZ
360 269,286.34 1
18 FAIRMEAD ROAD 8.125 2,004.74 80
7.875 2,004.74 337,500.00
DARIEN CT 06820 1 12/06/99 00
0431997741 05 02/01/00 0
5147618 O 01/01/30
0
3379433 F28/G01 F 256,800.00 ZZ
360 256,138.21 1
12 WENDEN COURT 8.250 1,929.25 80
8.000 1,929.25 321,000.00
BRATENAHL OH 44108 1 12/23/99 00
0431997758 07 02/01/00 0
5152055 O 01/01/30
0
3379434 F28/G01 F 416,000.00 ZZ
360 414,460.88 1
14606 DEWEY RIDGE COURT 8.500 3,198.69 80
8.250 3,198.69 520,000.00
1
BOWIE MD 20721 2 10/04/99 00
0431997766 03 12/01/99 0
5153657 O 11/01/29
0
3379435 F28/G01 F 317,000.00 ZZ
360 315,561.25 1
66 WOODCLIFF ROAD 8.250 2,381.52 64
8.000 2,381.52 496,000.00
WALTHAM MA 02452 5 10/27/99 00
0431997774 05 12/01/99 0
5156148 O 11/01/29
0
3379437 F28/G01 F 325,000.00 T
360 323,866.88 1
60 HARRISON STREET 7.875 2,356.48 54
7.625 2,356.48 605,000.00
SAG HARBOR NY 11963 1 11/22/99 00
0431997790 05 01/01/00 0
5171541 O 12/01/29
0
3379438 F28/G01 F 325,000.00 ZZ
360 323,749.65 1
2035 E FEDERAL AV 8.375 2,470.24 61
8.125 2,470.24 535,000.00
SEATTLE WA 98102 1 10/18/99 00
0431997808 05 12/01/99 0
5171723 O 11/01/29
0
3379439 F28/G01 F 270,000.00 ZZ
360 269,034.81 1
2513 HODGE RD 7.750 1,934.31 68
7.500 1,934.31 400,000.00
KNIGHTDALE NC 27545 2 11/22/99 00
0431997816 05 01/01/00 0
5185057 O 12/01/29
0
3379440 F28/G01 F 290,000.00 ZZ
360 288,871.24 1
515 S. LAKE ST UNIT 206 8.250 2,178.67 75
8.000 2,178.67 388,000.00
KIRKLAND WA 98033 5 10/25/99 00
0431997824 01 12/01/99 0
5186857 O 11/01/29
0
1
3379441 F28/G01 F 284,500.00 ZZ
360 283,803.24 1
1048 SUMMERFIELD DR 8.500 2,187.56 95
8.250 2,187.56 299,500.00
SAN JOSE CA 95121 1 12/09/99 04
0431997832 05 02/01/00 30
5188978 O 01/01/30
0
3379442 F28/G01 F 260,000.00 ZZ
360 227,528.85 1
3N126 FAIR OAKS RD 8.625 2,022.26 66
8.375 2,022.26 395,000.00
WEST CHICAGO IL 60185 1 11/18/99 00
0431997840 05 01/01/00 0
5189511 O 12/01/29
0
3379443 F28/G01 F 260,300.00 ZZ
360 259,458.57 1
1716 NORTHEAST RAVENNA BLVD 8.250 1,955.55 62
8.000 1,955.55 425,000.00
SEATTLE WA 98105 2 11/04/99 00
0431997857 05 01/01/00 0
5190659 O 12/01/29
0
3379445 F28/G01 F 270,100.00 ZZ
360 269,533.37 1
13812 284TH COURT NORTHEAST 9.250 2,222.05 95
9.000 2,222.05 284,350.00
DUVALL WA 98019 1 12/09/99 14
0431997865 05 02/01/00 30
5201191 O 01/01/30
0
3379446 F28/G01 F 286,000.00 ZZ
360 285,252.75 1
1239 SNOW COURT 8.250 2,148.63 80
8.000 2,148.63 357,500.00
BATAVIA IL 60510 1 01/04/00 00
0431997873 05 02/01/00 0
5203526 O 01/01/30
0
3379447 F28/G01 F 308,350.00 ZZ
360 307,575.29 1
1
5290 BIRCH PARK DR 8.375 2,343.69 80
8.125 2,343.69 385,486.00
HOFFMAN ESTATES IL 60192 1 12/10/99 00
0431997881 05 02/01/00 0
5205376 O 01/01/30
0
3379448 F28/G01 F 612,000.00 ZZ
360 610,422.84 1
57 ORNE ST 8.250 4,597.75 80
8.000 4,597.75 765,000.00
MARBLEHEAD MA 01945 1 12/01/99 00
0431997899 05 02/01/00 0
5205945 O 01/01/30
0
3379449 F28/G01 F 544,000.00 ZZ
360 542,598.07 1
3174 BEACH LAKE DRIVE 8.250 4,086.89 80
8.000 4,086.89 680,000.00
BRIGHTON TWP MI 48116 2 12/29/99 00
0431997907 05 02/01/00 0
5207933 O 01/01/30
0
3379450 F28/G01 F 362,400.00 ZZ
360 360,953.34 1
6625 NORTH COUNTY ROAD 29C 8.125 2,690.81 80
7.875 2,690.81 453,000.00
BELLVUE CO 80512 1 10/29/99 00
0431997915 05 12/01/99 0
5209327 O 11/01/29
0
3379451 F28/G01 F 263,200.00 ZZ
360 262,356.85 1
427 OAK CREEK DRIVE 8.250 1,977.33 80
8.000 1,977.33 329,000.00
VADNAIS HEIGHTS MN 55127 1 11/12/99 00
0431997923 05 01/01/00 0
5211727 O 12/01/29
0
3379452 F28/G01 F 274,320.00 ZZ
360 273,576.36 1
9937 KING ROAD 8.000 2,012.86 80
7.750 2,012.86 342,900.00
SPRINGFIELD TWP MI 48350 1 12/17/99 00
0431997931 05 02/01/00 0
1
5212907 O 01/01/30
0
3379454 F28/G01 F 334,900.00 ZZ
360 333,789.73 1
11764 MIRA LAGO WAY 8.125 2,486.62 73
7.875 2,486.62 459,000.00
SAN DIEGO CA 92131 1 11/02/99 00
0431997949 05 01/01/00 0
5213921 O 12/01/29
0
3379455 F28/G01 F 620,000.00 ZZ
360 617,586.76 1
16351 VIA FONTANA 8.250 4,657.85 80
8.000 4,657.85 775,013.00
DELRAY BEACH FL 33484 1 11/04/99 00
0431997956 05 12/01/99 0
5215407 O 11/01/29
0
3379456 F28/G01 F 338,800.00 ZZ
360 337,948.78 1
7288 SILVERBEECH LANE 8.375 2,575.13 80
8.125 2,575.13 423,590.00
WEST BLOOMFIELD MI 48323 1 12/30/99 00
0431997964 05 02/01/00 0
5216597 O 01/01/30
0
3379457 F28/G01 F 348,000.00 ZZ
360 347,147.72 1
68 DUBOST COURT 8.500 2,675.82 80
8.250 2,675.82 435,000.00
DANVILLE CA 94526 1 11/24/99 00
0431997972 05 02/01/00 0
5217031 O 01/01/30
0
3379458 F28/G01 F 285,000.00 ZZ
360 284,078.76 1
2344 BARBADOS DRIVE 8.250 2,141.11 63
8.000 2,141.11 457,500.00
SAN RAMON CA 94583 1 11/04/99 00
0431997980 05 01/01/00 0
5220231 O 12/01/29
0
1
3379459 F28/G01 F 400,000.00 ZZ
360 398,673.87 1
17144 13TH AVENUE NORTHWEST 8.125 2,969.99 90
7.875 2,969.99 445,000.00
SHORELINE WA 98177 1 11/08/99 11
0431997998 03 01/01/00 25
5220405 O 12/01/29
0
3379460 F28/G01 F 296,250.00 ZZ
360 295,907.89 1
4 MARIAN DRIVE 8.750 2,330.59 66
8.500 2,330.59 450,000.00
COVENTRY RI 02816 5 02/16/00 00
0431998004 05 04/01/00 0
5221652 O 03/01/30
0
3379461 F28/G01 F 332,000.00 ZZ
360 331,376.59 1
10470 ROOKWOOD DRIVE 8.375 2,523.44 80
8.125 2,523.44 415,000.00
SAN DIEGO CA 92131 1 01/06/00 00
0431998012 05 03/01/00 0
5223110 O 02/01/30
0
3379462 F28/G01 F 336,000.00 ZZ
360 335,111.87 1
6295 NW 96TH TERRACE 8.125 2,494.79 80
7.875 2,494.79 420,000.00
PARKLAND FL 33076 1 12/23/99 00
0431998020 03 02/01/00 0
5223971 O 01/01/30
0
3379463 F28/G01 F 261,250.00 ZZ
360 260,807.37 1
5918 EAST LANCE PLACE 8.875 2,078.62 90
8.625 2,078.62 290,283.00
HIGHLANDS RANCH CO 80126 1 01/28/00 04
0431998038 03 03/01/00 25
5229622 O 02/01/30
0
3379464 F28/G01 F 321,750.00 ZZ
360 321,020.44 1
72 COBBLER LN 8.875 2,559.99 90
8.625 2,559.99 357,500.00
1
SOUTHBURY CT 06488 1 12/21/99 14
0431998046 05 02/01/00 25
5232012 O 01/01/30
0
3379467 F28/G01 F 356,000.00 ZZ
360 354,849.24 1
19 ELLWOOD STREET 8.250 2,674.51 80
8.000 2,674.51 445,000.00
BOSTON MA 02129 1 11/26/99 00
0431998079 05 01/01/00 0
5237593 O 12/01/29
0
3379468 F28/G01 F 268,000.00 ZZ
360 267,041.91 1
13606 PRISTINE PARK 7.750 1,919.99 80
7.500 1,919.99 335,000.00
HOUSTON TX 77041 1 11/23/99 00
0431998087 03 01/01/00 0
5238468 O 12/01/29
0
3379470 F28/G01 F 330,000.00 ZZ
360 329,170.91 1
56 DEER RUN LANE 8.375 2,508.24 68
8.125 2,508.24 488,000.00
FALMOUTH MA 02556 2 12/03/99 00
0431998103 05 02/01/00 0
5241526 O 01/01/30
0
3379471 F28/G01 F 300,000.00 ZZ
360 299,166.00 1
1848 EAST 3RD STREET 7.875 2,175.21 75
7.625 2,175.21 400,000.00
BROOKLYN NY 11223 1 01/04/00 00
0431998111 05 02/01/00 0
5243060 O 01/01/30
0
3379472 F28/G01 F 324,000.00 ZZ
360 323,206.50 1
19805 OLDE STURBRIDGE ROAD 8.500 2,491.28 90
8.250 2,491.28 360,000.00
CORCORAN MN 55340 1 01/07/00 04
0431998129 05 02/01/00 25
5243423 O 01/01/30
0
1
3379473 F28/G01 F 400,000.00 ZZ
360 398,887.99 1
2885 N TRILLIUM 7.875 2,900.28 58
7.625 2,900.28 700,000.00
PORT CLINTON OH 43452 5 12/14/99 00
0431998137 05 02/01/00 0
5246337 O 01/01/30
0
3379474 F28/G01 F 274,500.00 ZZ
360 274,174.71 1
44 HAGGETTS POND ROAD 8.625 2,135.03 90
8.375 2,135.03 305,000.00
ANDOVER MA 01810 1 02/04/00 10
0431998145 05 04/01/00 25
5248970 O 03/01/30
0
3379475 F28/G01 F 430,000.00 ZZ
360 429,192.59 1
227 CAUSEWAY STREET 8.375 3,268.31 69
8.125 3,268.31 627,500.00
MEDFIELD MA 02052 1 01/28/00 00
0431998152 05 03/01/00 0
5249307 O 02/01/30
0
3379476 F28/G01 F 650,000.00 ZZ
360 647,790.05 1
9324 63RD PLACE WEST 8.000 4,769.47 70
7.750 4,769.47 935,000.00
MUKILTEO WA 98275 2 11/17/99 00
0431998160 05 01/01/00 0
5249430 O 12/01/29
0
3379477 F28/G01 F 520,000.00 ZZ
360 518,141.11 2
41 KENWOOD STREET 7.750 3,725.34 80
7.500 3,725.34 650,000.00
BROOKLINE MA 02446 1 11/30/99 00
0431998178 05 01/01/00 0
5250289 O 12/01/29
0
3379478 F28/G01 F 349,400.00 ZZ
360 347,972.93 1
1
2520 SKYLANE DRIVE 8.000 2,563.77 80
7.750 2,563.77 436,756.00
NAPERVILLE IL 60564 1 11/22/99 00
0431998186 03 01/01/00 0
5251782 O 12/01/29
0
3379479 F28/G01 F 266,800.00 ZZ
360 266,483.82 1
4630 ROCKCRESS COURT 8.625 2,075.15 80
8.375 2,075.15 333,558.00
ZIONSVILLE IN 46077 1 02/14/00 00
0431998194 03 04/01/00 0
5251806 O 03/01/30
0
3379480 F28/G01 F 650,000.00 ZZ
360 648,237.93 1
9455 BLESSING DR 8.000 4,769.47 75
7.750 4,769.47 868,781.00
PLEASANTON CA 94588 1 12/07/99 00
0431998202 03 02/01/00 0
5252945 O 01/01/30
0
3379481 F28/G01 F 262,400.00 ZZ
360 261,931.86 1
5402 FELICIA AV 8.625 2,040.93 80
8.375 2,040.93 328,000.00
LIVERMORE CA 94550 1 12/30/99 00
0431998210 05 03/01/00 0
5253259 O 02/01/30
0
3379482 F28/G01 F 640,000.00 ZZ
360 637,878.17 1
7714 MIDTOWN RD 8.125 4,751.99 80
7.875 4,751.99 800,000.00
VERONA WI 53593 2 11/26/99 00
0431998228 05 01/01/00 0
5254091 O 12/01/29
0
3379483 F28/G01 F 280,000.00 ZZ
360 279,278.40 1
62 NEWTONVILLE AVENUE 8.250 2,103.55 80
8.000 2,103.55 350,000.00
NEWTON MA 02458 1 12/29/99 00
0431998236 05 02/01/00 0
1
5254893 O 01/01/30
0
3379486 F28/G01 F 580,000.00 ZZ
360 576,165.31 1
12 VIOLA 8.000 4,255.83 78
7.750 4,255.83 749,000.00
IRVINE CA 92620 1 12/13/99 00
0431998244 05 02/01/00 0
5256452 O 01/01/30
0
3379488 F28/G01 F 261,550.00 ZZ
360 260,638.11 1
8815 E FALLBROOK WAY 7.875 1,896.42 80
7.625 1,896.42 326,990.00
ANAHEIM CA 92808 1 11/17/99 00
0431998269 01 01/01/00 0
5263183 O 12/01/29
0
3379489 F28/G01 F 270,000.00 ZZ
360 269,249.40 1
2730 SILVERVIEW DR 7.875 1,957.69 63
7.625 1,957.69 430,000.00
ORONO MN 55356 1 12/15/99 00
0431998277 05 02/01/00 0
5265105 O 01/01/30
0
3379490 F28/G01 F 482,000.00 ZZ
360 480,660.07 1
607 LANGE COURT 7.875 3,494.83 80
7.625 3,494.83 609,000.00
LIBERTYVILLE IL 60048 4 12/21/99 00
0431998285 05 02/01/00 0
5265949 O 01/01/30
0
3379492 F28/G01 F 300,000.00 ZZ
360 299,376.55 1
8 REYNOLDS STREET 7.875 2,175.21 80
7.625 2,175.21 375,000.00
CANTON MA 02021 1 01/14/00 00
0431998293 05 03/01/00 0
5267053 O 02/01/30
0
1
3379493 F28/G01 F 306,000.00 ZZ
360 305,170.47 1
1300 JONQUIL N.W. ST 8.000 2,245.32 80
7.750 2,245.32 385,000.00
WASHINGTON DC 20012 2 12/13/99 00
0431998301 05 02/01/00 0
5269257 O 01/01/30
0
3379496 F28/G01 F 378,200.00 ZZ
360 377,148.62 1
4674 CORTE MAR DEL CORAZON 7.875 2,742.21 80
7.625 2,742.21 472,873.00
SAN DIEGO CA 92130 1 12/14/99 00
0431998335 03 02/01/00 0
5270640 O 01/01/30
0
3379497 F28/G01 F 261,800.00 ZZ
360 261,221.54 1
427 GROTON ST 9.000 2,106.50 85
8.750 2,106.50 308,000.00
DUNSTABLE MA 01827 2 12/15/99 04
0431998343 05 02/01/00 12
5271226 O 01/01/30
0
3379498 F28/G01 F 360,000.00 T
360 359,324.03 1
7 JONATHAN DRIVE 8.375 2,736.26 80
8.125 2,736.26 452,000.00
EAST HAMPTON NY 11937 1 01/03/00 00
0431998350 05 03/01/00 0
5271376 O 02/01/30
0
3379499 F28/G01 F 324,000.00 T
360 323,121.66 1
219 EAGLE DR 8.000 2,377.40 80
7.750 2,377.40 405,000.00
BIG BEAR LAKE CA 92315 1 12/01/99 00
0431998368 05 02/01/00 0
5271945 O 01/01/30
0
3379500 F28/G01 F 338,800.00 ZZ
360 337,612.99 1
10335 WALAVISTA RD 7.750 2,427.20 80
7.500 2,427.20 423,500.00
1
LOS ANGELES CA 90016 1 12/03/99 00
0431998376 05 02/01/00 0
5272879 O 01/01/30
0
3379501 F28/G01 F 360,000.00 ZZ
360 358,744.88 1
3624 MISSISSIPPI DR. NW 7.875 2,610.25 70
7.625 2,610.25 515,000.00
COON RAPIDS MN 55433 1 11/18/99 00
0431998384 05 01/01/00 0
5274204 O 12/01/29
0
3379502 F28/G01 F 400,000.00 ZZ
360 399,168.73 1
3173 CORTE PORTOFINO 7.875 2,900.28 80
7.625 2,900.28 500,000.00
NEWPORT BEACH CA 92660 1 01/07/00 00
0431998392 05 03/01/00 0
5274303 O 02/01/30
0
3379503 F28/G01 F 280,000.00 ZZ
360 279,296.55 1
14 BROOKHOLLOW DRIVE 8.375 2,128.20 80
8.125 2,128.20 350,000.00
SALEM NH 03079 2 12/10/99 00
0431998400 05 02/01/00 0
5275336 O 01/01/30
0
3379505 F28/G01 F 396,000.00 ZZ
360 395,237.22 1
11921 PASEO FUERTE 8.250 2,975.02 80
8.000 2,975.02 495,000.00
EL CAJON CA 92020 1 01/07/00 00
0431998418 05 03/01/00 0
5277142 O 02/01/30
0
3379506 F28/G01 F 266,000.00 ZZ
360 264,467.93 1
11635 PARKSIDE LANE 8.750 2,092.62 95
8.500 2,092.62 280,000.00
MOKENA IL 60448 1 12/30/99 10
0431998426 05 02/01/00 30
5277522 O 01/01/30
0
1
3379508 F28/G01 F 273,750.00 ZZ
360 273,062.23 1
751 LINE WAY 8.375 2,080.70 75
8.125 2,080.70 365,000.00
GAHANNA OH 43230 1 12/09/99 00
0431998434 05 02/01/00 0
5277811 O 01/01/30
0
3379509 F28/G01 F 280,250.00 ZZ
360 279,470.89 1
165 EAST LAKE RD 7.875 2,032.01 95
7.625 2,032.01 295,000.00
LUDLOW VT 05149 1 12/23/99 10
0431998442 05 02/01/00 30
5278753 O 01/01/30
0
3379510 F28/G01 F 382,800.00 ZZ
360 381,456.45 1
17 FOXCREST 7.875 2,775.57 80
7.625 2,775.57 478,500.00
IRVINE CA 92620 1 11/23/99 00
0431998459 03 01/01/00 0
5279553 O 12/01/29
0
3379511 F28/G01 F 284,000.00 ZZ
360 283,654.70 1
15 CARL ST 8.500 2,183.71 80
8.250 2,183.71 355,000.00
NEWTON MA 02461 1 02/10/00 00
0431998467 05 04/01/00 0
5282654 O 03/01/30
0
3379512 F28/G01 F 305,000.00 ZZ
360 303,907.44 1
30 FAWN DR 8.500 2,345.19 75
8.250 2,345.19 410,000.00
STAMFORD CT 06905 1 01/28/00 00
0431998475 05 03/01/00 0
5282819 O 02/01/30
0
3379514 F28/G01 F 287,000.00 ZZ
360 286,365.83 1
1
10361 MARSHALL 9.000 2,309.27 70
8.750 2,309.27 410,000.00
SOUTH LYON MI 48178 5 12/03/99 00
0431998483 05 02/01/00 0
5283817 O 01/01/30
0
3379515 F28/G01 F 388,500.00 ZZ
360 387,446.80 1
9065 OLD REDWOOD HWY 8.000 2,850.68 80
7.750 2,850.68 490,000.00
COTATI CA 95431 2 12/22/99 00
0431998491 05 02/01/00 0
5284344 O 01/01/30
0
3379516 F28/G01 F 304,000.00 ZZ
360 303,236.24 1
5 ASSAWOMPSETT CT 8.375 2,310.62 80
8.125 2,310.62 380,000.00
LAKEVILLE MA 02347 1 12/27/99 00
0431998509 05 02/01/00 0
5284957 O 01/01/30
0
3379517 F28/G01 F 360,000.00 ZZ
360 359,024.10 1
2542 SKYLARK WAY 8.000 2,641.55 69
7.750 2,641.55 525,000.00
PLEASANTON CA 94566 1 12/17/99 00
0431998517 05 02/01/00 0
5285196 O 01/01/30
0
3379518 F28/G01 F 450,000.00 ZZ
360 448,869.42 1
70 HARVARD AVE 8.375 3,420.33 60
8.125 3,420.33 750,000.00
POINT PLEASANT NJ 08742 2 12/20/99 00
0431998525 05 02/01/00 0
5286044 O 01/01/30
0
3379519 F28/G01 F 300,000.00 ZZ
360 299,808.70 1
12 TAYLOR RD 8.250 2,253.80 68
8.000 2,253.80 444,900.00
MARLBOROUGH MA 01752 1 03/23/00 00
0431998533 05 05/01/00 0
1
5286549 O 04/01/30
0
3379520 F28/G01 F 296,100.00 ZZ
360 295,240.12 1
103 GRAFTON ST 7.750 2,121.30 90
7.500 2,121.30 329,000.00
ARLINGTON MA 02474 1 12/10/99 04
0431998541 05 02/01/00 25
5288339 O 01/01/30
0
3379521 F28/G01 F 313,000.00 ZZ
360 312,609.54 1
5110 RADCLIFF COURT 8.375 2,379.03 77
8.125 2,379.03 408,000.00
KITTY HAWK NC 27949 2 02/07/00 00
0431998558 05 04/01/00 0
5292412 O 03/01/30
0
3379522 F28/G01 F 275,000.00 ZZ
360 274,309.10 1
2134 DARBY LANE 8.375 2,090.20 62
8.125 2,090.20 444,000.00
FRESNO TX 77545 1 12/10/99 00
0431998566 05 02/01/00 0
5294434 O 01/01/30
0
3379523 F28/G01 F 319,500.00 ZZ
360 318,655.48 1
1 DEERFIELD EAST 8.125 2,372.28 90
7.875 2,372.28 355,000.00
QUOQUE NY 11953 1 12/21/99 10
0431998574 05 02/01/00 25
5296474 O 01/01/30
0
3379524 F28/G01 F 318,750.00 ZZ
360 317,949.18 1
2466 VINEYARD PLACE 8.375 2,422.73 85
8.125 2,422.73 375,000.00
BOULDER CO 80304 1 12/27/99 04
0431998582 05 02/01/00 12
5296870 O 01/01/30
0
1
3379525 F28/G01 F 375,000.00 ZZ
360 374,295.86 1
20 LONE HILL PL 8.375 2,850.27 66
8.125 2,850.27 570,000.00
DIX HILLS NY 11746 2 12/30/99 00
0431998590 05 03/01/00 0
5298940 O 02/01/30
0
3379526 F28/G01 F 555,920.00 ZZ
360 554,735.29 1
50 HIDDEN RD 7.750 3,982.68 80
7.500 3,982.68 694,900.00
ANDOVER MA 01810 1 01/11/00 00
0431998608 05 03/01/00 0
5299013 O 02/01/30
0
3379527 F28/G01 F 500,000.00 ZZ
360 498,644.58 1
12709 INDIAN TRAIL ROAD 8.000 3,668.82 74
7.750 3,668.82 679,000.00
POWAY CA 92064 1 12/14/99 00
0431998616 05 02/01/00 0
5299098 O 01/01/30
0
3379528 F28/G01 F 575,000.00 ZZ
360 574,225.79 1
14 VALLEY RD 8.000 4,219.15 66
7.750 4,219.15 875,000.00
BROOKLINE MA 02467 1 03/01/00 00
0431998624 05 04/01/00 0
5299336 O 03/01/30
0
3379530 F28/G01 F 390,000.00 ZZ
360 385,482.07 1
3204 AMARO LANE 8.000 2,861.68 69
7.750 2,861.68 572,900.00
SAN JOSE CA 95135 1 12/08/99 00
0431998632 03 02/01/00 0
5302866 O 01/01/30
0
3379532 F28/G01 F 650,000.00 ZZ
360 648,147.09 1
12148 LOCKHART LANE 7.750 4,656.68 77
7.500 4,656.68 850,000.00
1
RALEIGH NC 27614 2 12/22/99 00
0431998640 05 02/01/00 0
5303351 O 01/01/30
0
3379533 F28/G01 F 300,000.00 T
360 299,245.48 1
1325 JACKSON CORNERS ROAD 8.375 2,280.22 80
8.125 2,280.22 375,000.00
RED HOOK NY 12571 1 12/28/99 00
0431998657 05 02/01/00 0
5303920 O 01/01/30
0
3379534 F28/G01 F 532,000.00 ZZ
360 531,001.08 1
2423 32ND STREET 8.375 4,043.58 80
8.125 4,043.58 665,000.00
SANTA MONICA CA 90405 2 01/21/00 00
0431998665 05 03/01/00 0
5305481 O 02/01/30
0
3379535 F28/G01 F 310,000.00 ZZ
360 309,133.58 1
119 KENYON AVE 7.875 2,247.72 70
7.625 2,247.72 445,000.00
KENSINGTON CA 94708 1 12/08/99 00
0431998673 05 02/01/00 0
5305895 O 01/01/30
0
3379536 F28/G01 F 333,400.00 ZZ
360 332,496.20 1
7279 E. SAN ALFREDO DR 8.000 2,446.37 90
7.750 2,446.37 370,470.00
SCOTTSDALE AZ 85258 1 12/29/99 14
0431998681 05 02/01/00 25
5306760 O 01/01/30
0
3379537 F28/G01 F 256,500.00 ZZ
360 255,838.97 1
196 XIMENO AVENUE 8.250 1,927.00 67
8.000 1,927.00 386,500.00
LONG BEACH CA 90803 1 12/20/99 00
0431998699 05 02/01/00 0
5308352 O 01/01/30
0
1
3379538 F28/G01 F 460,000.00 ZZ
360 458,784.09 1
126 HUNTERS POINT 8.125 3,415.49 70
7.875 3,415.49 660,000.00
MOORESVILLE NC 28117 2 12/27/99 00
0431998707 03 02/01/00 0
5310661 O 01/01/30
0
3379539 F28/G01 F 341,900.00 ZZ
360 341,018.88 1
3847 ORION COURT 8.250 2,568.58 90
8.000 2,568.58 379,900.00
BOULDER CO 80304 1 12/28/99 04
0431998715 05 02/01/00 25
5311586 O 01/01/30
0
3379540 F28/G01 F 426,800.00 ZZ
360 425,935.12 1
3235 PIGNATELLI CRESCENT 8.000 3,131.71 80
7.750 3,131.71 533,500.00
MT. PLEASANT SC 29466 1 01/31/00 00
0431998723 03 03/01/00 0
5311717 O 02/01/30
0
3379541 F28/G01 F 368,000.00 T
360 367,392.43 1
6931 EAST BRONCO DR 9.000 2,961.01 80
8.750 2,961.01 460,000.00
PARADISE VALLEY AZ 85253 1 01/01/00 00
0431998731 03 03/01/00 0
5312188 O 02/01/30
0
3379542 F28/G01 F 289,000.00 ZZ
360 288,443.34 1
4 CASSANDRA LANE 8.250 2,171.16 85
8.000 2,171.16 340,000.00
HOLLISTON MA 01746 1 01/04/00 14
0431998749 05 03/01/00 25
5316700 O 02/01/30
0
3379543 F28/G01 F 369,000.00 ZZ
360 368,358.47 1
1
2132 W. WAVELAND AVE 8.750 2,902.92 90
8.500 2,902.92 410,000.00
CHICAGO IL 60618 1 01/07/00 10
0431998756 05 03/01/00 25
5319621 O 02/01/30
0
3379544 F28/G01 F 320,000.00 ZZ
360 316,600.30 1
2808 GRAYSBY AVENUE 8.125 2,375.99 60
7.875 2,375.99 533,500.00
LAS ANGELES CA 90732 1 12/23/99 00
0431998764 05 03/01/00 0
5320734 O 02/01/30
0
3379545 F28/G01 F 309,000.00 ZZ
360 307,627.11 1
262 AVALON AVENUE 8.375 2,348.62 89
8.125 2,348.62 349,000.00
LAUDERDALE BY T FL 33308 1 01/12/00 04
0431998772 05 03/01/00 25
5323284 O 02/01/30
0
3379546 F28/G01 F 278,400.00 ZZ
360 277,849.97 1
17226 MERLOT PLACE 8.125 2,067.11 80
7.875 2,067.11 348,000.00
POWAY CA 92064 1 01/03/00 00
0431998780 03 03/01/00 0
5323698 O 02/01/30
0
3379547 F28/G01 F 650,000.00 ZZ
360 648,366.96 1
10221 ORKINEY DRIVE 8.375 4,940.47 70
8.125 4,940.47 931,000.00
LAS VEGAS NV 89134 1 12/28/99 00
0431998798 03 02/01/00 0
5323738 O 01/01/30
0
3379548 F28/G01 F 405,600.00 ZZ
360 404,838.41 1
4311 HORTENSIA STREET 8.375 3,082.85 80
8.125 3,082.85 507,000.00
SAN DIEGO CA 92103 1 01/03/00 00
0431998806 05 03/01/00 0
1
5325115 O 02/01/30
0
3379549 F28/G01 F 289,750.00 ZZ
360 289,075.87 1
36 CAREY RD 8.750 2,279.46 95
8.500 2,279.46 305,000.00
NEEDHAM MA 02494 1 12/28/99 10
0431998814 05 02/01/00 30
5328036 O 01/01/30
0
3379550 F28/G01 F 450,000.00 ZZ
360 448,953.01 1
2501 PEBBLE BEACH DR 8.750 3,540.16 58
8.500 3,540.16 787,500.00
OAKLAND MI 48363 5 12/23/99 00
0431998822 03 02/01/00 0
5328929 O 01/01/30
0
3379551 F28/G01 F 261,000.00 ZZ
360 260,021.79 1
1221 NE 149TH PLACE 8.125 1,937.92 95
7.875 1,937.92 275,000.00
VANCOUVER WA 98684 1 11/22/99 04
0431998830 05 01/01/00 30
5329457 O 12/01/29
0
3379552 F28/G01 F 395,000.00 ZZ
360 394,219.60 1
84 WHITE BIRCH WAY 8.125 2,932.86 79
7.875 2,932.86 500,000.00
WEST BARNSTABLE MA 02668 2 01/10/00 00
0431998848 05 03/01/00 0
5331111 O 02/01/30
0
3379553 F28/G01 F 300,000.00 ZZ
360 299,407.28 1
8445 TERRAPIN TRAIL 8.125 2,227.50 53
7.875 2,227.50 570,000.00
COLORADO SPRING CO 80919 1 01/31/00 00
0431998855 03 03/01/00 0
5331469 O 02/01/30
0
1
3379555 F28/G01 F 280,000.00 ZZ
360 279,296.55 1
10184 SHEKINAH HILL ROAD 8.375 2,128.20 80
8.125 2,128.20 350,000.00
NEVADA CITY CA 95959 1 12/27/99 00
0431998871 05 02/01/00 0
5333994 O 01/01/30
0
3379556 F28/G01 F 361,000.00 T
360 360,339.24 1
110 ORCHID CAY DRIVE 8.500 2,775.78 80
8.250 2,775.78 453,000.00
PALM BEACH GARD FL 33418 1 01/14/00 00
0431998889 03 03/01/00 0
5335726 O 02/01/30
0
3379557 F28/G01 F 297,000.00 ZZ
360 296,272.64 1
460 ASPEN DRIVE 8.500 2,283.67 75
8.250 2,283.67 396,000.00
WHITEFISH MT 59937 2 12/31/99 00
0431998897 05 02/01/00 0
5339504 O 01/01/30
0
3379558 F28/G01 F 351,500.00 ZZ
360 350,872.02 1
4452 JORDAN LANE 8.625 2,733.94 80
8.375 2,733.94 440,000.00
WALDORF MD 20601 1 01/21/00 00
0431998905 05 03/01/00 0
5339934 O 02/01/30
0
3379559 F28/G01 F 350,000.00 ZZ
360 349,391.49 1
10 SADIE HUTT LANE 8.750 2,753.45 51
8.500 2,753.45 689,900.00
SOUTHBOROUGH MA 01772 1 01/31/00 00
0431998913 05 03/01/00 0
5341003 O 02/01/30
0
3379560 F28/G01 F 418,000.00 ZZ
360 416,866.84 1
3100 NORTH SHERIDAN ROAD 8.000 3,067.14 79
7.750 3,067.14 530,000.00
1
CHICAGO IL 60657 2 12/31/99 00
0431998921 06 02/01/00 0
5342953 O 01/01/30
0
3379562 F28/G01 F 271,500.00 ZZ
360 271,027.94 1
501 S. VINE AV 8.750 2,135.90 78
8.500 2,135.90 350,000.00
PARK RIDGE IL 60068 1 01/28/00 00
0431998947 05 03/01/00 0
5343736 O 02/01/30
0
3379563 F28/G01 F 312,000.00 ZZ
360 310,994.91 1
701 BLOCHING CIRCLE 8.250 2,343.95 80
8.000 2,343.95 390,000.00
CLAYTON CA 94517 1 01/18/00 00
0431998954 05 03/01/00 0
5344007 O 02/01/30
0
3379564 F28/G01 F 285,000.00 ZZ
360 284,353.76 1
5720 SW 198 TERRACE 8.875 2,267.59 65
8.625 2,267.59 445,000.00
FT. LAUDERDALE FL 33332 2 12/30/99 00
0431998962 03 02/01/00 0
5344454 O 01/01/30
0
3379565 F28/G01 F 290,000.00 ZZ
360 289,469.21 1
5 WIMBELTON CIRCLE 8.500 2,229.85 60
8.250 2,229.85 488,105.00
NEWTON MA 02465 1 01/31/00 00
0431998970 05 03/01/00 0
5344528 O 02/01/30
0
3379566 F28/G01 F 368,000.00 ZZ
360 367,777.07 1
1617 FOX BEND CT 8.500 2,829.60 78
8.250 2,829.60 475,000.00
NAPERVILLE IL 60563 2 03/24/00 00
0431998988 05 05/01/00 0
5344777 O 04/01/30
0
1
3379567 F28/G01 F 384,000.00 ZZ
360 383,260.36 1
115 NORTHPOND 8.250 2,884.87 80
8.000 2,884.87 480,000.00
WINSTON-SALEM NC 27106 1 01/14/00 00
0431998996 03 03/01/00 0
5346857 O 02/01/30
0
3379568 F28/G01 F 391,500.00 ZZ
360 390,819.34 1
7 MCCAMPBELL RD 8.750 3,079.93 90
8.500 3,079.93 435,000.00
HOLMDEL NJ 07733 1 01/28/00 14
0431999002 05 03/01/00 22
5349743 O 02/01/30
0
3379569 F28/G01 F 287,950.00 ZZ
360 287,381.09 1
17 KIRKWOOD CT 8.125 2,138.02 80
7.875 2,138.02 359,950.00
CONCORD CA 94521 1 12/27/99 00
0431999010 05 03/01/00 0
5351242 O 02/01/30
0
3379571 F28/G01 F 500,000.00 ZZ
360 499,061.14 1
201 7TH STREET 8.375 3,800.36 80
8.125 3,800.36 625,000.00
SEAL BEACH CA 90740 1 01/03/00 00
0431999028 05 03/01/00 0
5353214 O 02/01/30
0
3379572 F28/G01 F 637,500.00 ZZ
360 636,391.61 1
3 CANBY DR 8.750 5,015.22 75
8.500 5,015.22 850,000.00
COLTS NECK NJ 07722 2 01/05/00 00
0431999036 05 03/01/00 0
5353372 O 02/01/30
0
3379573 F28/G01 F 259,900.00 ZZ
360 258,295.97 1
1
1590 CONSTITUTION DR 8.875 2,067.88 80
8.625 2,067.88 324,900.00
BROOKFIELD WI 53045 1 01/28/00 00
0431999044 05 03/01/00 0
5354220 O 02/01/30
0
3379574 F28/G01 F 306,900.00 ZZ
360 306,419.01 1
10465 FARMBROOK DR 9.250 2,524.79 90
9.000 2,524.79 341,000.00
BRIGHTON MI 48114 1 01/18/00 14
0431999051 03 03/01/00 25
5355708 O 02/01/30
0
3379575 F28/G01 F 319,500.00 ZZ
360 318,915.21 1
7101 WOODRISE COURT 8.500 2,456.68 75
8.250 2,456.68 426,000.00
FAIRFAX STATION VA 22039 5 01/13/00 00
0431999069 03 03/01/00 0
5358464 O 02/01/30
0
3379576 F28/G01 F 432,350.00 ZZ
360 431,558.66 1
32586 POINT LOBOS COURT 8.500 3,324.40 75
8.250 3,324.40 576,512.00
UNION CITY CA 94587 1 01/21/00 00
0431999077 05 03/01/00 0
5359213 O 02/01/30
0
3379577 F28/G01 F 501,350.00 ZZ
360 500,657.68 1
3283 FALLS CREEK PLACE 7.875 3,635.14 80
7.625 3,635.14 626,740.00
SAN JOSE CA 95135 1 02/18/00 00
0431999085 05 04/01/00 0
5363700 O 03/01/30
0
3379578 F28/G01 F 305,071.00 ZZ
360 304,680.59 1
5455 NORTH HIGH COUNTRY WAY 8.250 2,291.90 80
8.000 2,291.90 381,339.00
STAR ID 83669 1 02/16/00 00
0431999093 03 04/01/00 0
1
5364807 O 03/01/30
0
3379580 F28/G01 F 365,600.00 ZZ
360 365,155.47 1
24 FATHERLAND DRIVE 8.500 2,811.15 80
8.250 2,811.15 457,000.00
NEWBURY MA 01922 1 02/29/00 00
0431999119 05 04/01/00 0
5369693 O 03/01/30
0
3379581 F28/G01 F 375,000.00 ZZ
360 374,033.60 1
3342 GRAND VIEW BLVD 8.250 2,817.25 75
8.000 2,817.25 505,000.00
LOS ANGELES CA 90066 1 12/20/99 00
0431999127 05 02/01/00 0
5370721 O 01/01/30
0
3379582 F28/G01 F 304,000.00 ZZ
360 302,703.00 1
4855 E. ALDER DR 8.625 2,364.48 80
8.375 2,364.48 380,000.00
SAN DIEGO CA 92116 1 01/20/00 00
0431999135 05 03/01/00 0
5372158 O 02/01/30
0
3379583 F28/G01 F 323,000.00 ZZ
360 322,586.66 1
2280 SEA EAGLE COURT 8.250 2,426.59 67
8.000 2,426.59 483,000.00
PLEASANTON CA 94566 1 02/02/00 00
0431999143 05 04/01/00 0
5373669 O 03/01/30
0
3379584 F28/G01 F 475,000.00 ZZ
360 474,392.13 1
374 KING ARTHUR COURT 8.250 3,568.52 50
8.000 3,568.52 950,000.00
AUSTIN TX 78746 2 02/03/00 00
0431999150 05 04/01/00 0
5376367 O 03/01/30
0
1
3379585 F28/G01 F 317,000.00 ZZ
360 316,614.56 1
26037 NORTH WRANGLER RD 8.500 2,437.46 55
8.250 2,437.46 585,000.00
SCOTTSDALE AZ 85255 1 02/10/00 00
0431999168 03 04/01/00 0
5377819 O 03/01/30
0
3379586 F28/G01 F 300,000.00 ZZ
360 299,436.68 1
7745 E CALLE DE LAS BRISAS 8.375 2,280.22 80
8.125 2,280.22 375,000.00
SCOTTSDALE AZ 85255 1 01/26/00 00
0431999176 05 03/01/00 0
5378256 O 02/01/30
0
3379588 F28/G01 F 280,800.00 ZZ
360 280,449.72 1
711 DALE DR 8.375 2,134.28 88
8.125 2,134.28 320,000.00
SILVER SPRING MD 20910 2 02/03/00 10
0431999184 05 04/01/00 25
5378686 O 03/01/30
0
3379589 F28/G01 F 348,000.00 ZZ
360 347,331.61 1
19623 RONALD AV 8.375 2,645.05 80
8.125 2,645.05 435,000.00
TORRANCE CA 90503 1 01/24/00 00
0431999192 05 03/01/00 0
5380086 O 02/01/30
0
3379591 F28/G01 F 308,000.00 ZZ
360 307,813.42 1
1702 TAMBERWOOD TRAIL 8.500 2,368.26 80
8.250 2,368.26 385,000.00
WOODBURY MN 55125 1 03/14/00 00
0431999200 05 05/01/00 0
5380979 O 04/01/30
0
3379592 F28/G01 F 362,700.00 ZZ
360 362,247.55 1
18 ANNAPOLIS COURT 8.375 2,756.78 80
8.125 2,756.78 453,408.00
1
HOUSTON TX 77005 1 02/24/00 00
0431999218 03 04/01/00 0
5382437 O 03/01/30
0
3379593 F28/G01 F 397,000.00 ZZ
360 396,529.53 1
6600 BETHEL CHURCH ROAD 8.625 3,087.83 54
8.375 3,087.83 740,000.00
SALINE MI 48176 2 02/11/00 00
0431999226 05 04/01/00 0
5384286 O 03/01/30
0
3379594 F28/G01 F 378,000.00 ZZ
360 377,464.70 1
1155 PINES LAKE DRIVE WEST 7.750 2,708.04 80
7.500 2,708.04 472,500.00
WAYNE NJ 07470 1 03/01/00 00
0431999234 05 04/01/00 0
5385309 O 03/01/30
0
3379595 F28/G01 F 345,000.00 ZZ
360 344,774.32 1
4 MILLDAM ROAD 8.125 2,561.62 75
7.875 2,561.62 461,000.00
ACTON MA 01720 1 03/07/00 00
0431999242 05 05/01/00 0
5385630 O 04/01/30
0
3379596 F28/G01 F 650,000.00 ZZ
360 649,616.25 1
5820 EAST ORANGE BLOSSOM LANE 8.625 5,055.64 68
8.375 5,055.64 960,000.00
PHOENIX AZ 85018 2 03/21/00 00
0431999259 05 05/01/00 0
5386307 O 04/01/30
0
3379597 F28/G01 F 322,200.00 ZZ
360 321,827.90 1
2480 N LIGHTNING A DR 8.750 2,534.75 90
8.500 2,534.75 358,000.00
TUCSON AZ 85749 1 02/01/00 10
0431999267 03 04/01/00 25
5386406 O 03/01/30
0
1
3379598 F28/G01 F 330,000.00 ZZ
360 329,789.57 1
3310 DURHAM ROAD 8.250 2,479.18 77
8.000 2,479.18 430,000.00
GUILFORD CT 06437 1 03/13/00 00
0431999275 05 05/01/00 0
5387182 O 04/01/30
0
3379599 F28/G01 F 341,100.00 ZZ
360 340,491.50 1
2369 CARACAS STREET 8.625 2,653.04 90
8.375 2,653.04 379,000.00
LA CRESCENTA CA 91214 1 01/21/00 11
0431999283 05 03/01/00 25
5387372 O 02/01/30
0
3379601 F28/G01 F 312,500.00 ZZ
360 312,110.16 1
88 HUGH CARGILL ROAD 8.375 2,375.23 50
8.125 2,375.23 625,000.00
CONCORD MA 01742 1 02/25/00 00
0431999291 05 04/01/00 0
5388198 O 03/01/30
0
3379602 F28/G01 F 286,000.00 ZZ
360 285,643.22 1
21040 EAGLES NEST DRIVE 8.375 2,173.81 59
8.125 2,173.81 489,900.00
YORBA LINDA CA 92886 1 02/10/00 00
0431999309 05 04/01/00 0
5388527 O 03/01/30
0
3379603 F28/G01 F 291,000.00 ZZ
360 290,627.60 1
701 SUMMER RIDGE RD 8.250 2,186.19 75
8.000 2,186.19 391,000.00
BOZEMAN MT 59715 1 02/21/00 00
0431999317 05 04/01/00 0
5388859 O 03/01/30
0
3379604 F28/G01 F 327,750.00 ZZ
360 327,381.15 1
1
262 WEST CEDAR ST 8.875 2,607.73 75
8.625 2,607.73 437,000.00
NORWALK CT 06854 5 02/11/00 00
0431999325 05 04/01/00 0
5388883 O 03/01/30
0
3379606 F28/G01 F 375,200.00 ZZ
360 374,731.96 1
14787 TYLER ROAD 8.375 2,851.79 80
8.125 2,851.79 469,000.00
VALLEY CENTER CA 92082 1 02/08/00 00
0431999333 05 04/01/00 0
5389071 O 03/01/30
0
3379607 F28/G01 F 284,000.00 ZZ
360 283,663.45 1
4243 BEAUMONT STREET 8.625 2,208.92 80
8.375 2,208.92 355,000.00
FREMONT CA 94536 1 02/18/00 00
0431999341 05 04/01/00 0
5392065 O 03/01/30
0
3379608 F28/G01 F 406,400.00 ZZ
360 406,166.18 1
68 MARSHALL STREET 8.750 3,197.15 80
8.500 3,197.15 508,000.00
WATERTOWN MA 02472 1 03/16/00 00
0431999358 05 05/01/00 0
5392289 O 04/01/30
0
3379609 F28/G01 F 282,000.00 ZZ
360 281,639.10 1
14130 GABRIELLE CT 8.250 2,118.58 80
8.000 2,118.58 352,500.00
LAKE OSWEGO OR 97035 1 02/28/00 00
0431999366 03 04/01/00 0
5393202 O 03/01/30
0
3379611 F28/G01 F 500,000.00 ZZ
360 499,108.02 1
5924 EAST LAFAYETTE BOULEVARD 8.625 3,888.95 51
8.375 3,888.95 985,000.00
PHOENIX AZ 85018 5 01/27/00 00
0431999382 05 03/01/00 0
1
5394440 O 02/01/30
0
3379612 F28/G01 F 271,000.00 ZZ
360 270,478.02 1
447 TAYLOR AVENUE 8.250 2,035.93 80
8.000 2,035.93 340,000.00
ALAMEDA CA 94501 2 01/26/00 00
0431999390 05 03/01/00 0
5394648 O 02/01/30
0
3379613 F28/G01 F 412,000.00 ZZ
360 411,511.77 1
4306 6TH STREET 8.625 3,204.49 80
8.375 3,204.49 515,000.00
BOULDER CO 80304 1 02/28/00 00
0431999408 03 04/01/00 0
5395656 O 03/01/30
0
3379614 F28/G01 F 296,000.00 ZZ
360 295,611.45 1
19326 STURGESS DRIVE 8.125 2,197.79 80
7.875 2,197.79 370,000.00
TORRANCE CA 90503 1 02/16/00 00
0431999416 05 04/01/00 0
5396538 O 03/01/30
0
3379615 F28/G01 F 340,000.00 ZZ
360 339,564.89 1
4051 DUMBARTON ROAD 8.250 2,554.31 73
8.000 2,554.31 470,000.00
HOUSTON TX 77025 1 02/08/00 00
0431999424 05 04/01/00 0
5397066 O 03/01/30
0
3379616 F28/G01 F 272,000.00 T
360 271,677.67 1
1680 APALACHEE WOODS TRAIL 8.625 2,115.59 80
8.375 2,115.59 340,000.00
BUCKHEAD GA 30625 1 03/06/00 00
0431999432 05 04/01/00 0
5397445 O 03/01/30
0
1
3379617 F28/G01 F 284,050.00 ZZ
360 283,556.13 1
1931 PEELER RD 8.750 2,234.63 95
8.500 2,234.63 299,000.00
ATLANTA GA 30338 1 01/31/00 10
0431999440 05 03/01/00 30
5398973 O 02/01/30
0
3379618 F28/G01 F 287,200.00 ZZ
360 286,646.79 1
3400 EASTVIEW DRIVE 8.250 2,157.64 80
8.000 2,157.64 359,000.00
SHINGLE SPRINGS CA 95682 1 01/03/00 00
0431999457 05 03/01/00 0
5399088 O 02/01/30
0
3379619 F28/G01 F 304,000.00 ZZ
360 303,683.59 1
500 W ARMITAGE UNIT 1E 9.250 2,500.93 80
9.000 2,500.93 380,000.00
CHICAGO IL 60614 1 02/23/00 00
0431999465 01 04/01/00 0
5401914 O 03/01/30
0
3379620 F28/G01 F 552,500.00 ZZ
360 549,891.15 1
2265 SIDNEY DRIVE 8.750 4,346.52 65
8.500 4,346.52 850,000.00
GAINSVILLE GA 30506 5 08/23/99 00
0431999473 05 10/01/99 0
5402062 O 09/01/29
0
3379621 F28/G01 F 363,500.00 ZZ
360 363,080.20 1
1 NICOLE AVENUE 8.750 2,859.66 80
8.500 2,859.66 456,500.00
BEVERLY MA 01915 1 02/25/00 00
0431999481 05 04/01/00 0
5402722 O 03/01/30
0
3379622 F28/G01 F 322,500.00 ZZ
360 321,689.76 1
3627 MIRA COURT 8.375 2,451.23 75
8.125 2,451.23 430,000.00
1
SHINGLE SPRINGS CA 95682 5 12/21/99 00
0431999499 03 02/01/00 0
5402989 O 01/01/30
0
3379623 F28/G01 F 460,000.00 ZZ
360 459,721.33 1
1075 GUIZOT STREET 8.500 3,537.00 80
8.250 3,537.00 575,000.00
SAN DIEGO CA 92107 1 03/07/00 00
0431999507 05 05/01/00 0
5403415 O 04/01/30
0
3379624 F28/G01 F 628,000.00 ZZ
360 627,137.86 1
700 SEAVIEW DRIVE 8.875 4,996.65 80
8.625 4,996.65 785,000.00
JUNO BEACH FL 33408 1 03/03/00 00
0431999515 03 04/01/00 0
5404645 O 03/01/30
0
3379625 F28/G01 F 600,000.00 ZZ
360 599,654.80 1
14 DARRELL DRIVE 8.750 4,720.20 80
8.500 4,720.20 750,000.00
NORTH READING MA 01864 2 03/22/00 00
0431999523 05 05/01/00 0
5405842 O 04/01/30
0
3379626 F28/G01 F 369,600.00 ZZ
360 369,370.27 1
1201 EWELL LANE 8.375 2,809.23 80
8.125 2,809.23 462,000.00
ARCADIA CA 91007 1 03/08/00 00
0431999531 05 05/01/00 0
5406717 O 04/01/30
0
3379627 F28/G01 F 600,000.00 ZZ
360 599,654.79 1
8927 LIBERTY LANE 8.750 4,720.21 80
8.500 4,720.21 750,000.00
POTOMAC MD 20854 2 03/07/00 00
0431999549 05 05/01/00 0
5409267 O 04/01/30
0
1
3379628 F28/G01 F 375,200.00 ZZ
360 374,743.81 1
4517 LATONA AVE NE 8.500 2,884.96 80
8.250 2,884.96 469,000.00
SEATTLE WA 98105 1 02/10/00 00
0431999556 05 04/01/00 0
5411111 O 03/01/30
0
3379630 F28/G01 F 349,000.00 T
360 348,607.25 1
7419 E. PONTE BELLA DR 8.875 2,776.80 80
8.625 2,776.80 437,813.00
SCOTTSDALE AZ 85262 1 02/24/00 00
0431999564 05 04/01/00 0
5418035 O 03/01/30
0
3379631 F28/G01 F 456,000.00 ZZ
360 454,645.08 1
18493 HALTER LANE 8.750 3,587.35 76
8.500 3,587.35 600,000.00
RIVERSIDE CA 92504 2 02/29/00 00
0431999572 05 04/01/00 0
5419555 O 03/01/30
0
3379632 F28/G01 F 360,000.00 ZZ
360 359,573.37 1
310 LAUREL VALLEY WAY 8.625 2,800.05 74
8.375 2,800.05 489,000.00
SALISBURY NC 28147 2 02/29/00 00
0431999580 05 04/01/00 0
5421433 O 03/01/30
0
3379633 F28/G01 F 500,000.00 ZZ
360 499,407.48 1
640 SILVER AVENUE 8.625 3,888.95 67
8.375 3,888.95 750,000.00
HALF MOON BAY CA 94019 1 02/10/00 00
0431999598 05 04/01/00 0
5424346 O 03/01/30
0
3379634 F28/G01 F 500,000.00 ZZ
360 499,422.56 1
1
1230 CHURCHILL RD 8.750 3,933.50 77
8.500 3,933.50 650,000.00
SPRINGFIELD IL 62702 1 02/25/00 00
0431999606 05 04/01/00 0
5428382 O 03/01/30
0
3379635 F28/G01 F 273,050.00 ZZ
360 272,904.70 1
11701 ANDREW AV 9.125 2,221.62 95
8.875 2,221.62 287,425.00
LOS ANGELES CA 91344 1 03/06/00 14
0431999614 05 05/01/00 30
5431028 O 04/01/30
0
3379636 F28/G01 F 288,000.00 ZZ
360 287,834.30 1
69 SAGAMORE AVENUE 8.750 2,265.70 80
8.500 2,265.70 360,000.00
MEDFORD MA 02155 1 03/29/00 00
0431999622 05 05/01/00 0
5431384 O 04/01/30
0
3379637 F28/G01 F 320,000.00 ZZ
360 319,806.15 1
7150 GROVETON CT 8.500 2,460.52 80
8.250 2,460.52 400,000.00
LAS VEGAS NV 89131 1 03/10/00 00
0431999630 03 05/01/00 0
5433653 O 04/01/30
0
3379638 F28/G01 F 311,250.00 ZZ
360 310,861.75 1
3860 BIRCHWOOD DR 8.375 2,365.72 75
8.125 2,365.72 415,000.00
BOULDER CO 80304 5 03/03/00 00
0431999648 03 04/01/00 0
5434022 O 03/01/30
0
3379639 F28/G01 F 476,000.00 ZZ
360 475,435.92 1
9628 EAST LAUREL LANE 8.625 3,702.28 80
8.375 3,702.28 595,000.00
SCOTTSDALE AZ 85260 1 02/24/00 00
0431999655 03 04/01/00 0
1
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0
3379640 F28/G01 F 277,000.00 ZZ
360 276,663.19 1
2493 OLD KINGS BRIDGE ROAD 8.500 2,129.89 80
8.250 2,129.89 348,000.00
NICHOLSON GA 30565 2 03/02/00 00
0431999663 05 04/01/00 0
5437712 O 03/01/30
0
3379641 F28/G01 F 300,000.00 ZZ
360 299,644.49 1
3734 ROBINHOOD ST 8.625 2,333.37 34
8.375 2,333.37 885,000.00
HOUSTON TX 77005 1 02/24/00 00
0431999671 05 04/01/00 0
5438472 O 03/01/30
0
3379642 F28/G01 F 274,400.00 ZZ
360 274,114.40 1
11 SHEEP PASTURE WAY 9.250 2,257.42 80
9.000 2,257.42 343,000.00
EAST SANDWICH MA 02537 2 02/24/00 00
0431999689 05 04/01/00 0
5441490 O 03/01/30
0
3379643 F28/G01 F 559,000.00 ZZ
360 558,678.38 1
W384 N6081 NAKOMA DRIVE 8.750 4,397.66 80
8.500 4,397.66 699,000.00
OCONOMOWOC WI 53066 1 03/24/00 00
0431999697 05 05/01/00 0
5443247 O 04/01/30
0
3379644 F28/G01 F 332,100.00 ZZ
360 331,927.83 1
3855 SOUTHPORT UNIT 4 9.250 2,732.11 90
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CHICAGO IL 60657 1 03/23/00 10
0431999705 01 05/01/00 25
5450531 O 04/01/30
0
1
3379645 F28/G01 F 400,000.00 ZZ
360 399,763.84 1
14485 TRAILWIND ROAD 8.625 3,111.16 57
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POWAY CA 92064 1 03/10/00 00
0431999713 05 05/01/00 0
5452636 O 04/01/30
0
3379646 F28/G01 F 316,000.00 ZZ
360 315,625.52 1
1108 SILVER OAK CT 8.625 2,457.82 80
8.375 2,457.82 395,000.00
SAN JOSE CA 95120 1 02/24/00 00
0431999721 09 04/01/00 0
5454774 O 03/01/30
0
3379647 F28/G01 F 346,500.00 ZZ
360 346,305.75 2
1694 EAST 2ND ST 8.875 2,756.91 90
8.625 2,756.91 385,000.00
BROOKLYN NY 11230 1 03/07/00 10
0431999739 05 05/01/00 25
5454956 O 04/01/30
0
3379648 F28/G01 F 540,000.00 ZZ
360 539,672.87 1
3257 PLACIDO CT 8.500 4,152.13 80
8.250 4,152.13 675,195.00
SAN JOSE CA 95135 1 03/14/00 00
0431999747 05 05/01/00 0
5457710 O 04/01/30
0
3379649 F28/G01 F 318,750.00 ZZ
360 318,556.90 1
833 EAST OCEAN VIEW AVENUE 8.500 2,450.91 75
8.250 2,450.91 425,000.00
MONROVIA CA 91016 5 03/08/00 00
0431999754 05 05/01/00 0
5457843 O 04/01/30
0
3379650 F28/G01 F 368,000.00 ZZ
360 367,575.00 1
824 W ARMITAGE #2A 8.750 2,895.06 80
8.500 2,895.06 460,000.00
1
CHICAGO IL 60614 1 02/28/00 00
0431999762 01 04/01/00 0
5460896 O 03/01/30
0
3379651 F28/G01 F 425,000.00 ZZ
360 424,742.54 1
14820 WATERS DR 8.500 3,267.88 68
8.250 3,267.88 625,000.00
SAN JOSE CA 95127 1 03/21/00 00
0431999770 05 05/01/00 0
5462876 O 04/01/30
0
3379652 F28/G01 F 350,000.00 ZZ
360 349,787.97 1
3102 JENNINGS FARM ROAD 8.500 2,691.20 55
8.250 2,691.20 642,000.00
WILSON NC 27896 1 03/28/00 00
0431999788 05 05/01/00 0
5465376 O 04/01/30
0
3379653 F28/G01 F 388,000.00 ZZ
360 387,770.92 1
2303 SILVERADO SOUTH 8.625 3,017.83 80
8.375 3,017.83 485,000.00
MISSION TX 78572 1 03/30/00 00
0431999796 03 05/01/00 0
5477437 O 04/01/30
0
3379654 F28/G01 F 344,000.00 ZZ
360 343,807.15 1
505 OVERHILL DR 8.875 2,737.02 80
8.625 2,737.02 430,000.00
EDGEWATER MD 21037 1 03/27/00 00
0431999804 05 05/01/00 0
5484656 O 04/01/30
0
3379655 F28/G01 F 400,000.00 ZZ
360 399,744.93 1
8940 N. UPPER RIVER RD 8.250 3,005.07 66
8.000 3,005.07 608,000.00
RIVER HILLS WI 53217 1 03/31/00 00
0431999812 05 05/01/00 0
5490968 O 04/01/30
0
1
3379656 F28/G01 F 277,850.00 ZZ
360 277,698.24 1
930 S. HARVARD CIRCLE 9.000 2,235.64 95
8.750 2,235.64 292,500.00
ANAHEIM CA 92807 1 03/31/00 14
0431999820 05 05/01/00 30
5528025 O 04/01/30
0
3379792 765/G01 F 70,000.00 ZZ
360 70,000.00 1
444 MONROE 8.375 532.06 37
8.125 532.06 192,000.00
IRVINE CA 92620 1 04/05/00 00
0431987155 01 06/01/00 0
351832 O 05/01/30
0
3381681 K08/G01 F 112,800.00 ZZ
360 112,800.00 1
7405 CUSHMAN COURT 8.500 867.33 80
8.250 867.33 141,000.00
CITRUS HEIGHTS CA 95610 2 04/13/00 00
0411896582 05 06/01/00 0
0411896582 O 05/01/30
0
3381684 K08/G01 F 116,800.00 ZZ
360 116,800.00 1
3000 FRANCES AVENUE 8.875 929.31 80
8.625 929.31 146,000.00
DENISON TX 75020 4 04/14/00 00
0411905425 05 06/01/00 0
0411905425 O 05/01/30
0
3381696 K08/G01 F 373,500.00 ZZ
360 373,500.00 1
5808 BUCKPASSER COVE 9.125 3,038.92 90
8.875 3,038.92 415,000.00
AUSTIN TX 78746 1 04/13/00 04
0411923170 03 06/01/00 25
0411923170 O 05/01/30
0
3381702 K08/G01 F 325,000.00 ZZ
360 325,000.00 1
1
5556 W. UNIVERSITY BLVD. 8.750 2,556.78 80
8.500 2,556.78 406,260.00
DALLAS TX 75209 1 04/19/00 00
0411929383 03 06/01/00 0
0411929383 O 05/01/30
0
3381849 696/G01 F 51,750.00 ZZ
360 51,750.00 1
1344 L STREET, SE 8.250 388.78 80
8.000 388.78 65,000.00
WASHINGTON DC 20003 1 04/20/00 00
0431986736 05 06/01/00 0
20200016 O 05/01/30
0
3383490 757/G01 F 384,000.00 ZZ
352 384,000.00 1
108 WING FOOT DRIVE 8.375 2,933.63 88
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EUFAULA AL 36027 2 04/07/00 10
0432009249 05 06/01/00 25
7903867 O 09/01/29
0
3383673 757/G01 F 360,000.00 ZZ
360 360,000.00 1
340 COLLEGE STREET 8.625 2,800.05 77
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MACON GA 31201 2 04/11/00 00
0431993377 05 06/01/00 0
8756173 O 05/01/30
0
3385570 K08/G01 F 240,000.00 ZZ
360 240,000.00 1
4539 SUNFIELD AVENUE 8.375 1,824.17 69
8.125 1,824.17 350,000.00
LONG BEACH CA 90808 2 04/13/00 00
0411914716 05 06/01/00 0
0411914716 O 05/01/30
0
3385730 696/G01 F 485,000.00 ZZ
360 485,000.00 1
9705 KENTSDALE DRIVE 8.625 3,772.28 76
8.375 3,772.28 644,000.00
POTOMAC MD 20854 1 04/21/00 00
0431988278 05 06/01/00 0
1
32900040 O 05/01/30
0
3385731 696/G01 F 300,000.00 ZZ
360 300,000.00 1
3417 QUEBEC STREET, NW 8.000 2,201.29 80
7.750 2,201.29 375,000.00
WASHINGTON DC 20016 1 04/21/00 00
0431988377 05 06/01/00 0
31200037 O 05/01/30
0
3385829 E82/G01 F 259,500.00 ZZ
360 259,500.00 1
13842 HAILEIGH STREET 8.500 1,995.33 77
8.250 1,995.33 340,000.00
WESTMINSTER CA 92683 2 04/19/00 00
0400267472 05 06/01/00 0
0400267472 O 05/01/30
0
3389141 K08/G01 F 209,000.00 ZZ
360 209,000.00 1
1271 WOODSIDE DRIVE 8.750 1,644.20 85
8.500 1,644.20 248,000.00
EUGENE OR 97401 2 04/14/00 04
0411911779 05 06/01/00 12
0411911779 O 05/01/30
0
3389364 696/G01 F 517,000.00 ZZ
360 517,000.00 1
14022 LOBLOLLY TERRACE 9.000 4,159.90 75
8.750 4,159.90 695,000.00
ROCKVILLE MD 20850 1 04/24/00 00
0431990506 03 06/01/00 0
32700048 O 05/01/30
0
3391346 637/G01 F 300,000.00 ZZ
360 300,000.00 1
194 LANTZ DRIVE 8.250 2,253.80 24
8.000 2,253.80 1,250,000.00
MORGAN HILL CA 95037 1 04/05/00 00
0431996941 05 06/01/00 0
0021460589 O 05/01/30
0
1
3392657 K08/G01 F 288,750.00 ZZ
360 288,750.00 1
7121 PELICAN ISLAND DRIVE 8.375 2,194.71 75
8.125 2,194.71 385,000.00
TAMPA FL 33634 1 04/24/00 00
0411933716 03 06/01/00 0
0411933716 O 05/01/30
0
3392901 696/G01 F 267,900.00 ZZ
360 267,900.00 1
5356 SEQUOIA FARMS DRIVE 8.500 2,059.92 80
8.250 2,059.92 334,900.00
CENTREVILLE VA 20120 1 04/26/00 00
0431992783 03 06/01/00 0
22800028 O 05/01/30
0
3392902 696/G01 F 492,000.00 ZZ
360 492,000.00 1
1812 NORTH STAFFORD STREET 8.000 3,610.12 80
7.750 3,610.12 615,000.00
ARLINGTON VA 22207 1 04/25/00 00
0431992395 05 06/01/00 0
22399187 O 05/01/30
0
3393419 462/G01 F 404,500.00 ZZ
360 404,254.95 1
1340 WEST PLAYER AVENUE 8.500 3,110.26 85
8.250 3,110.26 476,000.00
LA HABRA CA 90631 1 03/15/00 04
0432000628 03 05/01/00 12
0007399405 O 04/01/30
0
3393913 462/G01 F 450,300.00 ZZ
360 450,027.20 1
1331 WEST PLAYER AVENUE 8.500 3,462.42 80
8.250 3,462.42 562,925.00
LA HABRA CA 90631 1 03/17/00 00
0431994748 03 05/01/00 0
0007526304 O 04/01/30
0
3393915 462/G01 F 323,000.00 ZZ
360 323,000.00 1
4571 VIA DEL RANCHO 8.625 2,512.27 62
8.375 2,512.27 523,000.00
1
THOUSAND OAKS CA 91320 1 04/03/00 00
0431994755 03 06/01/00 0
0007978307 O 05/01/30
0
3394598 462/G01 F 271,700.00 ZZ
360 271,176.64 1
4946 STONE RIDGE DRIVE 8.250 2,041.20 80
8.000 2,041.20 339,682.00
CHINO HILLS CA 91709 1 01/28/00 00
0431994656 03 03/01/00 0
0007647100 O 02/01/30
0
3394763 462/G01 F 303,950.00 ZZ
360 303,746.05 1
1604 TURQUOISE DRIVE 8.000 2,230.28 80
7.750 2,230.28 379,960.00
CARLSBAD CA 92009 1 03/08/00 00
0431994771 03 05/01/00 0
3394763 O 04/01/30
0
3394771 462/G01 F 270,000.00 ZZ
360 269,823.37 1
516 RUDDER AVENUE 8.125 2,004.75 51
7.875 2,004.75 534,500.00
CARLSBAD CA 92009 1 03/17/00 00
0431994607 03 05/01/00 0
0007880800 O 04/01/30
0
3395073 163/163 F 300,000.00 ZZ
360 299,822.88 1
3595 OLD COUNTRY COURT 8.625 2,333.37 78
8.375 2,333.37 389,500.00
ROSEVILLE CA 95661 1 03/10/00 00
717319890 05 05/01/00 0
717319890 O 04/01/30
0
3395089 163/163 F 292,500.00 T
360 291,922.08 1
30 SIMPSONS LANE 8.125 2,171.81 90
7.875 2,171.81 325,000.00
EDGARTOWN MA 02539 1 01/28/00 04
1000132840 05 03/01/00 25
1000132840 O 02/01/30
0
1
3395098 163/163 F 391,200.00 ZZ
360 391,200.00 1
6719 W ASTER DRIVE 8.625 3,042.72 80
8.375 3,042.72 489,000.00
CITY OF PEORIA AZ 85381 1 04/06/00 00
3395098 05 06/01/00 0
3395098 O 05/01/30
0
3395124 163/163 F 260,100.00 ZZ
360 260,100.00 1
1110 NE 84TH STREET 8.625 2,023.03 90
8.375 2,023.03 289,000.00
MIAMI FL 33138 1 04/06/00 11
7717324536 05 06/01/00 25
7717324536 O 05/01/30
0
3395198 163/163 F 334,900.00 ZZ
360 334,712.24 1
9 TANGLEWOOD DRIVE 8.875 2,664.62 88
8.625 2,664.62 384,900.00
CHELMSFORD MA 01824 1 03/17/00 04
1000212903 05 05/01/00 25
1000212903 O 04/01/30
0
3395234 163/163 F 292,500.00 ZZ
360 292,162.20 1
125 BRIDLEWOOD LANE 8.750 2,301.10 90
8.500 2,301.10 325,000.00
BLYTHEWOOD SC 29016 2 02/29/00 11
400951414 05 04/01/00 25
400951414 O 03/01/30
0
3395236 163/163 F 370,000.00 ZZ
360 369,775.85 1
867 VIA BONITA LANE 8.500 2,844.98 80
8.250 2,844.98 465,000.00
EL PASO TX 79912 2 03/27/00 00
401085017 05 05/01/00 0
401085017 O 04/01/30
0
3395285 163/163 F 400,000.00 ZZ
360 399,751.38 1
1
64 GLORIA DRIVE 8.375 3,040.29 63
8.125 3,040.29 635,000.00
ALLENDALE NJ 07401 1 03/31/00 00
3395285 05 05/01/00 0
3395285 O 04/01/30
0
3395306 163/163 F 316,800.00 ZZ
360 316,800.00 1
3463 WILLOW OAK CIRCLE NW 8.625 2,464.04 80
8.375 2,464.04 396,000.00
CLEVELAND TN 37312 1 04/05/00 00
40090560 05 06/01/00 0
40090560 O 05/01/30
0
3395400 163/163 F 269,100.00 ZZ
360 268,945.18 1
19 WOODLEIGH ROAD 8.750 2,117.01 90
8.500 2,117.01 299,000.00
FRAMINGHAM MA 01701 1 03/17/00 04
1900001207 05 05/01/00 25
1900001207 O 04/01/30
0
3395468 163/163 F 487,500.00 ZZ
360 486,486.88 1
15 TUCKAHOE ROAD AND 50 TUCKA 7.875 3,534.72 62
E ROAD 7.625 3,534.72 787,500.00
TRUMBULL AND EA CT 06611 1 01/26/00 00
3395468 05 03/01/00 0
3395468 O 02/01/30
0
3395584 163/163 F 261,250.00 ZZ
360 261,250.00 1
210 WESCHASE 8.750 2,055.25 95
8.500 2,055.25 275,000.00
HUNTSVILLE AL 35801 1 04/06/00 04
0401139578 05 06/01/00 30
0401139578 O 05/01/30
0
3395629 163/163 F 280,000.00 T
360 280,000.00 1
165 OCEAN CREEK BLVD 8.625 2,177.81 76
8.375 2,177.81 369,000.00
FRIPP ISLAND SC 29920 1 04/04/00 00
1218342 03 06/01/00 0
1
1218342 O 05/01/30
0
3396682 E82/G01 F 192,000.00 ZZ
360 192,000.00 1
4408 DRY CREEK PLACE NORTHWEST 8.375 1,459.34 80
8.125 1,459.34 240,000.00
ALBUQUERQUE NM 87114 1 04/27/00 00
0400278214 03 06/01/00 0
0400278214 O 05/01/30
0
3396684 E82/G01 F 79,200.00 ZZ
360 79,200.00 1
2001 DISCOVERY CIRCLE 8.500 608.98 80
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DEERFIELD BEACH FL 33442 1 04/28/00 00
0400253571 09 06/01/00 0
0400253571 O 05/01/30
0
3396686 E82/G01 F 360,000.00 ZZ
360 360,000.00 1
2800 ROLLING MEADOWS DRIVE 8.375 2,736.26 90
8.125 2,736.26 400,000.00
ROCKWALL TX 75087 1 04/28/00 04
0400259628 05 06/01/00 25
0400259628 O 05/01/30
0
3396687 E82/G01 F 350,000.00 ZZ
360 350,000.00 1
901 CHANTILLY 8.375 2,660.25 39
8.125 2,660.25 905,000.00
LOS ANGELES CA 90077 1 04/17/00 00
0400266771 05 06/01/00 0
0400266771 O 05/01/30
0
3396712 163/163 F 311,200.00 ZZ
360 310,791.48 1
9 ABBOTT ROAD 8.125 2,310.65 80
7.875 2,310.65 389,000.00
MAYNARD MA 01754 1 02/09/00 00
1900006206 05 04/01/00 0
1900006206 O 03/01/30
0
1
3396960 163/163 F 400,000.00 ZZ
360 399,751.38 1
6614 PELHAMS TRACE 8.375 3,040.29 87
8.125 3,040.29 459,900.00
CENTREVILLE VA 20120 1 03/30/00 11
917342421 03 05/01/00 25
917342421 O 04/01/30
0
3396994 163/163 F 650,000.00 ZZ
360 649,268.51 1
21 TILTON ROAD 8.875 5,171.69 69
8.625 5,171.69 950,000.00
BRICK NJ 08723 1 02/25/00 00
1000152854 05 04/01/00 0
1000152854 O 03/01/30
0
3397017 163/163 F 330,000.00 ZZ
360 329,784.12 1
25 SANCTUARY ROAD 8.125 2,450.25 50
7.875 2,450.25 670,000.00
COHASSET MA 02025 1 03/24/00 00
1000201467 05 05/01/00 0
1000201467 O 04/01/30
0
3400697 696/G01 F 107,550.00 ZZ
360 107,550.00 1
2160 HAVEN OAK COURT 8.625 836.51 80
8.375 836.51 134,630.00
ABINGDON MD 21009 1 04/27/00 00
0431994797 03 06/01/00 0
30100035 O 05/01/30
0
3400698 696/G01 F 384,000.00 ZZ
360 384,000.00 1
1376 LOCUST ROAD, N.W. 8.250 2,884.86 80
8.000 2,884.86 480,000.00
WASHINGTON DC 20012 1 04/27/00 00
0431994813 05 06/01/00 0
32700037 O 05/01/30
0
3404266 M32/M32 F 525,000.00 ZZ
360 525,000.00 1
203 WILLOW BROOK DR 8.250 3,944.15 100
8.000 3,944.15 525,000.00
1
WAYLAND MA 01778 1 04/14/00 00
502517907 01 06/01/00 0
502517907 O 05/01/30
0
3404675 696/G01 F 172,300.00 ZZ
360 172,300.00 1
6905 ADIOS COURT 8.375 1,309.60 80
8.125 1,309.60 215,390.00
FREDERICKSBURG VA 22407 1 04/28/00 00
0432000164 03 06/01/00 0
30100042 O 05/01/30
0
3404678 696/G01 F 420,000.00 ZZ
360 420,000.00 1
1109 RHODE ISLAND AVENUE, N.W. 8.375 3,192.30 80
8.125 3,192.30 525,000.00
WASHINGTON DC 20005 1 04/27/00 00
0432000222 07 06/01/00 0
22600053 O 05/01/30
0
3404679 696/G01 F 188,000.00 ZZ
360 188,000.00 1
8012 JACKSON ROAD 8.625 1,462.24 80
8.375 1,462.24 235,000.00
ALEXANDRIA VA 22308 1 04/26/00 00
0432000248 05 06/01/00 0
30100040 O 05/01/30
0
3404680 696/G01 F 300,000.00 ZZ
360 300,000.00 1
5609 BEAM COURT 8.625 2,333.37 59
8.375 2,333.37 510,000.00
BETHESDA MD 20817 1 04/28/00 00
0432000263 05 06/01/00 0
30100014 O 05/01/30
0
3404691 M32/M32 F 380,000.00 ZZ
360 380,000.00 1
242 HILLANDALE COURT 8.875 3,023.46 100
8.625 3,023.46 380,000.00
BLOOMINGDALE IL 60108 1 04/10/00 00
502297401 05 06/01/00 0
502297401 O 05/01/30
0
1
3404713 K08/G01 F 325,250.00 ZZ
360 325,250.00 1
5777 SHASTA CIRCLE 8.625 2,529.76 80
8.375 2,529.76 406,600.00
LITTLETON CO 80123 1 04/27/00 00
0411827023 03 06/01/00 0
0411927023 O 05/01/30
0
3404760 M32/M32 F 335,000.00 T
360 334,802.21 1
41 SUMMERSEA ROAD 8.625 2,605.60 100
8.375 2,605.60 335,000.00
MASHPEE MA 02649 1 03/30/00 00
502062201 05 05/01/00 0
502062201 O 04/01/30
0
3404812 M32/M32 F 309,000.00 ZZ
360 309,000.00 1
6286 SOUTHWIND DRIVE 8.625 2,403.38 100
8.375 2,403.38 309,000.00
WHITTIER CA 90601 1 04/06/00 00
502393606 05 06/01/00 0
502393606 O 05/01/30
0
3405448 M32/M32 F 307,750.00 ZZ
360 307,750.00 1
3200 HILL DALE DRIVE 8.500 2,366.34 100
8.250 2,366.34 307,750.00
HIGHLAND VILLAG TX 75067 1 04/05/00 00
502625007 05 06/01/00 0
502625007 O 05/01/30
0
3405537 M32/M32 F 280,000.00 ZZ
360 280,000.00 1
11166 SW MEADOWLARK CIRCLE 8.375 2,128.21 100
8.125 2,128.21 280,000.00
STUART FL 34997 1 04/03/00 00
5019399003 05 06/01/00 0
5019399003 O 05/01/30
0
3405569 M32/M32 F 405,000.00 ZZ
360 404,760.89 1
1
4837 SAINT ANDREWS DR 8.625 3,150.05 100
8.375 3,150.05 405,000.00
STOCKTON CA 95219 1 03/31/00 00
502235302 05 05/01/00 0
502235302 O 04/01/30
0
3405722 M32/M32 F 515,000.00 ZZ
360 514,688.01 1
9701 NAVARRE PKWY 8.500 3,959.91 100
8.250 3,959.91 515,000.00
NAVARRE FL 32566 1 04/07/00 00
502758402 05 05/01/00 0
502758402 O 04/01/30
0
3408559 K08/G01 F 608,000.00 ZZ
360 608,000.00 1
17320 HENNA AVE NORTH 8.750 4,783.14 80
8.500 4,783.14 760,000.00
HUGO MN 55038 2 04/28/00 00
0411884398 05 06/01/00 0
0411884398 O 05/01/30
0
3409880 975/G01 F 307,500.00 ZZ
360 307,500.00 1
1174 KINGSTON STREET 8.625 2,391.70 75
8.375 2,391.70 410,000.00
COSTA MESA CA 92626 1 04/21/00 00
0432002897 03 06/01/00 0
2000850 O 05/01/30
0
3410898 B64/B64 F 280,000.00 ZZ
360 280,000.00 1
2263 SPANGLER CIR 8.000 2,054.54 80
7.750 2,054.54 350,000.00
YORK PA 17402 4 04/17/00 00
00072289 05 06/01/00 0
00072289 O 05/01/30
0
3411698 964/G01 F 349,600.00 ZZ
360 349,600.00 1
7415 SILVER KING DRIVE 8.625 2,719.15 80
8.375 2,719.15 437,000.00
SPARKS NV 89436 2 04/04/00 00
0432008308 03 06/01/00 0
1
73212 O 05/01/30
0
3416797 G75/G75 F 258,800.00 ZZ
360 258,800.00 1
914 LINGALE ARCH 8.500 1,989.95 80
8.250 1,989.95 323,500.00
CHESAPEAKE VA 23322 1 04/17/00 00
04040577 03 06/01/00 0
04040577 O 05/01/30
0
3416798 G75/G75 F 276,000.00 ZZ
360 275,589.40 1
4632 WOODFIELD ROAD 8.500 2,122.21 80
8.250 2,122.21 345,000.00
BETHESDA MD 20814 1 03/17/00 00
04027668 05 05/01/00 0
04027668 O 04/01/30
0
3416799 G75/G75 F 324,700.00 ZZ
360 324,700.00 1
2829 SCENIC MEADOW STREET 8.875 2,583.46 80
8.625 2,583.46 405,902.00
WALDORF MD 20603 1 04/27/00 00
04043143 05 06/01/00 0
04043143 O 05/01/30
0
3416800 G75/G75 F 261,200.00 ZZ
360 261,200.00 1
908 WEST DAFFODIL LANE 7.750 1,871.27 80
7.500 1,871.27 326,500.00
MIDDLETOWN TOWN PA 19063 1 04/28/00 00
04100626 03 06/01/00 0
04100626 O 05/01/30
0
3416801 G75/G75 F 259,600.00 ZZ
360 259,461.84 1
137 BUTTERCUP BOULEVARD 9.125 2,112.20 95
8.875 2,112.20 273,290.00
WARRINGTON PA 18976 1 03/30/00 14
04046670 05 05/01/00 30
04046670 O 04/01/30
0
1
3416802 G75/G75 F 328,400.00 ZZ
360 328,400.00 1
8284 WATERFORD MILL COURT 8.250 2,467.16 80
8.000 2,467.16 410,519.00
PASADENA MD 21122 1 04/21/00 00
03873963 05 06/01/00 0
03873963 O 05/01/30
0
3416803 G75/G75 F 346,950.00 ZZ
360 346,950.00 1
8369 GOVERNOR GRAYSON WAY 8.250 2,606.52 90
8.000 2,606.52 385,551.00
ELLICOTT CITY MD 21043 1 04/07/00 10
03941514 03 06/01/00 25
03941514 O 05/01/30
0
3416805 G75/G75 F 460,000.00 ZZ
360 460,000.00 1
101 BRINKWOOD ROAD 8.625 3,577.84 80
8.375 3,577.84 575,000.00
BROOKVILLE MD 20833 1 04/10/00 00
04060579 03 06/01/00 0
04060579 O 05/01/30
0
3416806 G75/G75 F 328,800.00 ZZ
360 328,800.00 1
3900 BERNAY LANE 8.625 2,557.38 80
8.375 2,557.38 411,000.00
HOFFMAN ESTATES IL 60195 1 04/20/00 00
04052736 05 06/01/00 0
04052736 O 05/01/30
0
3416807 G75/G75 F 283,200.00 ZZ
360 283,200.00 1
916 GOLF HOUSE ROAD WEST 8.625 2,202.71 80
8.375 2,202.71 354,000.00
STONEY CREEK NC 27377 1 04/14/00 00
04041896 03 06/01/00 0
04041896 O 05/01/30
0
3416809 G75/G75 F 368,000.00 ZZ
360 367,777.06 1
4408 LONG CHAMP DRIVE #12 8.500 2,829.61 80
8.250 2,829.61 460,000.00
1
AUSTIN TX 78746 1 03/10/00 00
04058740 01 05/01/00 0
04058740 O 04/01/30
0
3416811 G75/G75 F 393,600.00 ZZ
360 393,401.23 1
5922 FIFE TRAIL 9.375 3,273.77 80
9.125 3,273.77 492,000.00
CARMEL IN 46033 2 03/30/00 00
04077473 03 05/01/00 0
04077473 O 04/01/30
0
3416812 G75/G75 F 266,500.00 ZZ
360 266,500.00 1
16057 OLMSTEAD LANE 8.750 2,096.56 80
8.500 2,096.56 333,159.00
WOODBRIDGE VA 22191 1 04/25/00 00
03893218 03 06/01/00 0
03893218 O 05/01/30
0
3416814 G75/G75 F 337,400.00 ZZ
360 337,400.00 1
357 NORTH MAIN STREET 9.125 2,745.20 90
8.875 2,745.20 374,900.00
SHARON MA 02067 1 04/18/00 10
04095798 05 06/01/00 25
04095798 O 05/01/30
0
3418446 K08/G01 F 270,750.00 ZZ
360 270,750.00 1
1772 LA MESA OAKS ROAD 9.000 2,178.52 95
8.750 2,178.52 285,000.00
SAN DIMAS CA 91773 2 04/26/00 11
0411936693 05 06/01/00 30
0411936693 O 05/01/30
0
3419383 K08/G01 F 377,500.00 ZZ
360 377,500.00 1
17645 LEMARSH STREET 8.875 3,003.56 84
8.625 3,003.56 450,000.00
NORTHRIDGE CA 91325 1 04/27/00 01
0411927064 05 06/01/00 12
0411927064 O 05/01/30
0
1
3419385 K08/G01 F 323,000.00 ZZ
360 323,000.00 1
236 CAMBRIDGE LANE 8.375 2,455.03 80
8.125 2,455.03 403,780.00
PETALUMA CA 94952 1 04/26/00 00
0411928419 05 06/01/00 0
0411928419 O 05/01/30
0
3420476 M32/M32 F 517,500.00 T
360 517,500.00 1
282 MCCOMAS BEACH TERRACE 8.375 3,933.38 100
8.125 3,933.38 517,500.00
OAKLAND MD 21550 1 04/05/00 00
502980808 05 06/01/00 0
502980808 O 05/01/30
0
3425238 B37/G01 F 295,200.00 ZZ
360 295,200.00 1
802 GREENVALLEY LANE 8.875 2,348.74 80
8.625 2,348.74 369,000.00
HIGHLAND VILLAG TX 75077 1 04/27/00 00
0432018646 03 06/01/00 0
0396767 O 05/01/30
0
3426276 B60/G01 F 310,500.00 ZZ
360 310,500.00 1
22215 SISANTE 8.375 2,360.03 90
8.125 2,360.03 345,000.00
MISSION VIEJO CA 92691 1 04/24/00 01
0432017515 03 06/01/00 25
285374 O 05/01/30
0
3432584 M32/M32 F 457,000.00 ZZ
360 457,000.00 1
6575 GIRVIN DRIVE 8.125 3,393.22 100
7.875 3,393.22 457,000.00
OAKLAND CA 94611 1 04/28/00 00
503485609 05 06/01/00 0
503485609 O 05/01/30
0
1
TOTAL NUMBER OF LOANS : 916
TOTAL ORIGINAL BALANCE : 314,317,621.83
TOTAL PRINCIPAL BALANCE : 313,727,430.74
TOTAL ORIGINAL P+I : 2,404,325.49
TOTAL CURRENT P+I : 2,404,325.49
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
1957391 "$78,899.36 " 0.06345 0.181290323 "$14,303.69 "
3306829 "$263,988.66 " 0.0672 0.132903226 "$35,084.94 "
1976845 "$389,102.99 " 0.06845 0.116774194 "$45,437.19 "
1981093 "$351,829.75 " 0.0697 0.100645161 "$35,409.96 "
1969640 "$331,916.66 " 0.0697 0.100645161 "$33,405.81 "
3358876 "$418,351.39 " 0.0697 0.100645161 "$42,105.04 "
1679818 "$469,054.31 " 0.0697 0.100645161 "$47,208.05 "
3358870 "$285,829.54 " 0.07095 0.084516129 "$24,157.21 "
1981000 "$307,744.10 " 0.07095 0.084516129 "$26,009.34 "
1404601 "$469,278.13 " 0.07095 0.084516129 "$39,661.57 "
2977492 "$347,559.50 " 0.07095 0.084516129 "$29,374.38 "
3306834 "$279,603.47 " 0.0722 0.068387097 "$19,121.27 "
3356713 "$249,876.85 " 0.0722 0.068387097 "$17,088.35 "
3306848 "$363,484.52 " 0.0722 0.068387097 "$24,857.65 "
2936311 "$476,382.03 " 0.0722 0.068387097 "$32,578.38 "
3341453 "$299,327.87 " 0.0722 0.068387097 "$20,470.16 "
1945348 "$64,578.05 " 0.0722 0.068387097 "$4,416.31 "
3373234 "$483,349.91 " 0.07345 0.052258065 "$25,258.93 "
3372581 "$619,549.01 " 0.07345 0.052258065 "$32,376.43 "
3329439 "$306,777.80 " 0.07345 0.052258065 "$16,031.61 "
3099049 "$254,280.03 " 0.07345 0.052258065 "$13,288.18 "
1981209 "$349,473.72 " 0.0742 0.042580645 "$14,880.82 "
1981345 "$507,853.35 " 0.0742 0.042580645 "$21,624.72 "
3334218 "$446,621.77 " 0.0747 0.036129032 "$16,136.01 "
3379477 "$518,141.11 " 0.0747 0.036129032 "$18,719.94 "
3416800 "$261,200.00 " 0.0747 0.036129032 "$9,436.90 "
3379439 "$269,034.81 " 0.0747 0.036129032 "$9,719.97 "
3370561 "$398,570.06 " 0.0747 0.036129032 "$14,399.95 "
3379526 "$554,735.29 " 0.0747 0.036129032 "$20,042.05 "
3334295 "$278,759.51 " 0.0747 0.036129032 "$10,071.31 "
3379500 "$337,612.99 " 0.0747 0.036129032 "$12,197.63 "
3379532 "$648,147.09 " 0.0747 0.036129032 "$23,416.93 "
3379414 "$598,721.37 " 0.0747 0.036129032 "$21,631.22 "
3379468 "$267,041.91 " 0.0747 0.036129032 "$9,647.97 "
3379520 "$295,240.12 " 0.0747 0.036129032 "$10,666.74 "
3379594 "$377,464.70 " 0.0747 0.036129032 "$13,637.43 "
1981222 "$279,564.60 " 0.0757 0.023225806 "$6,493.11 "
3341450 "$419,710.95 " 0.07595 0.02 "$8,394.22 "
3341421 "$427,705.45 " 0.07595 0.02 "$8,554.11 "
3334297 "$277,262.04 " 0.07595 0.02 "$5,545.24 "
3313878 "$495,315.07 " 0.07595 0.02 "$9,906.30 "
3306841 "$394,481.47 " 0.07595 0.02 "$7,889.63 "
3306837 "$467,385.65 " 0.07595 0.02 "$9,347.71 "
3306836 "$559,264.88 " 0.07595 0.02 "$11,185.30 "
3128699 "$362,988.10 " 0.07595 0.02 "$7,259.76 "
2960309 "$666,579.53 " 0.07595 0.02 "$13,331.59 "
2874820 "$357,971.86 " 0.07595 0.02 "$7,159.44 "
1981243 "$282,564.34 " 0.07595 0.02 "$5,651.29 "
1970975 "$348,530.89 " 0.07595 0.02 "$6,970.62 "
1961826 "$439,085.59 " 0.07595 0.02 "$8,781.71 "
1924936 "$742,249.43 " 0.07595 0.02 "$14,844.99 "
3306833 "$329,466.46 " 0.07595 0.02 "$6,589.33 "
3379471 "$299,166.00 " 0.07595 0.02 "$5,983.32 "
3379535 "$309,133.58 " 0.07595 0.02 "$6,182.67 "
3379490 "$480,660.07 " 0.07595 0.02 "$9,613.20 "
3379492 "$299,376.55 " 0.07595 0.02 "$5,987.53 "
3379496 "$377,148.62 " 0.07595 0.02 "$7,542.97 "
3379489 "$269,249.40 " 0.07595 0.02 "$5,384.99 "
3379473 "$398,887.99 " 0.07595 0.02 "$7,977.76 "
3379488 "$260,638.11 " 0.07595 0.02 "$5,212.76 "
3379577 "$500,657.68 " 0.07595 0.02 "$10,013.15 "
3379437 "$323,866.88 " 0.07595 0.02 "$6,477.34 "
3379412 "$326,907.93 " 0.07595 0.02 "$6,538.16 "
3379501 "$358,744.88 " 0.07595 0.02 "$7,174.90 "
3379510 "$381,456.45 " 0.07595 0.02 "$7,629.13 "
3379421 "$305,149.33 " 0.07595 0.02 "$6,102.99 "
3379502 "$399,168.73 " 0.07595 0.02 "$7,983.37 "
3379509 "$279,470.89 " 0.07595 0.02 "$5,589.42 "
3395468 "$486,486.88 " 0.07595 0.02 "$9,729.74 "
1981331 "$239,280.86 " 0.0762 0.016774194 "$4,013.74 "
1614644 "$241,064.62 " 0.0767 0.010322581 "$2,488.41 "
1981310 "$346,270.74 " 0.0767 0.010322581 "$3,574.41 "
1983177 "$425,000.00 " 0.0772 0.003870968 "$1,645.16 "
3379517 "$359,024.10 " 0.0772 0.003870968 "$1,389.77 "
1982217 "$308,000.00 " 0.0772 0.003870968 "$1,192.26 "
3379527 "$498,644.58 " 0.0772 0.003870968 "$1,930.24 "
3379528 "$574,225.79 " 0.0772 0.003870968 "$2,222.81 "
1981717 "$304,000.00 " 0.0772 0.003870968 "$1,176.77 "
3379530 "$385,482.07 " 0.0772 0.003870968 "$1,492.19 "
1982439 "$357,160.20 " 0.0772 0.003870968 "$1,382.56 "
3379540 "$425,935.12 " 0.0772 0.003870968 "$1,648.78 "
3410898 "$280,000.00 " 0.0772 0.003870968 "$1,083.87 "
3394763 "$303,746.05 " 0.0772 0.003870968 "$1,175.79 "
3392902 "$492,000.00 " 0.0772 0.003870968 "$1,904.52 "
3385731 "$300,000.00 " 0.0772 0.003870968 "$1,161.29 "
1967950 "$152,294.65 " 0.0772 0.003870968 $589.53
3379560 "$416,866.84 " 0.0772 0.003870968 "$1,613.68 "
1980989 "$277,495.55 " 0.0772 0.003870968 "$1,074.18 "
1974936 "$310,156.90 " 0.0772 0.003870968 "$1,200.61 "
3379536 "$332,496.20 " 0.0772 0.003870968 "$1,287.08 "
1978400 "$345,567.97 " 0.0772 0.003870968 "$1,337.68 "
1980194 "$386,540.47 " 0.0772 0.003870968 "$1,496.29 "
1980902 "$386,790.29 " 0.0772 0.003870968 "$1,497.25 "
1980969 "$605,443.48 " 0.0772 0.003870968 "$2,343.65 "
3276295 "$299,596.08 " 0.0772 0.003870968 "$1,159.73 "
1980973 "$443,100.29 " 0.0772 0.003870968 "$1,715.23 "
1983313 "$279,000.00 " 0.0772 0.003870968 "$1,080.00 "
1971672 "$58,381.46 " 0.0772 0.003870968 $225.99
3341449 "$334,748.68 " 0.0772 0.003870968 "$1,295.80 "
3379499 "$323,121.66 " 0.0772 0.003870968 "$1,250.79 "
3327818 "$231,080.77 " 0.0772 0.003870968 $894.51
3379478 "$347,972.93 " 0.0772 0.003870968 "$1,346.99 "
3379476 "$647,790.05 " 0.0772 0.003870968 "$2,507.57 "
3334248 "$387,677.30 " 0.0772 0.003870968 "$1,500.69 "
3379486 "$576,165.31 " 0.0772 0.003870968 "$2,230.32 "
3341387 "$270,218.57 " 0.0772 0.003870968 "$1,046.01 "
3306846 "$291,014.31 " 0.0772 0.003870968 "$1,126.51 "
3379429 "$402,346.20 " 0.0772 0.003870968 "$1,557.47 "
3341454 "$379,015.43 " 0.0772 0.003870968 "$1,467.16 "
3353241 "$267,639.16 " 0.0772 0.003870968 "$1,036.02 "
3375722 "$359,024.09 " 0.0772 0.003870968 "$1,389.77 "
3372865 "$279,812.12 " 0.0772 0.003870968 "$1,083.14 "
3358881 "$279,812.13 " 0.0772 0.003870968 "$1,083.14 "
3379452 "$273,576.36 " 0.0772 0.003870968 "$1,059.01 "
3306832 "$317,747.84 " 0.0772 0.003870968 "$1,229.99 "
3334272 "$333,300.63 " 0.0772 0.003870968 "$1,290.20 "
3213531 "$558,865.23 " 0.0772 0.003870968 "$2,163.35 "
3366287 "$241,500.00 " 0.0772 0.003870968 $934.84
3298769 "$399,731.61 " 0.0772 0.003870968 "$1,547.35 "
3306812 "$273,054.13 " 0.0772 0.003870968 "$1,056.98 "
3379480 "$648,237.93 " 0.0772 0.003870968 "$2,509.31 "
3306831 "$286,796.91 " 0.0772 0.003870968 "$1,110.18 "
3379515 "$387,446.80 " 0.0772 0.003870968 "$1,499.79 "
3379493 "$305,170.47 " 0.0772 0.003870968 "$1,181.31 "
3306835 "$282,637.83 " 0.0772 0.003870968 "$1,094.08 "
3306838 "$358,640.45 " 0.0772 0.003870968 "$1,388.29 "
3306839 "$274,648.07 " 0.0772 0.003870968 "$1,063.15 "
3306844 "$323,585.36 " 0.0772 0.003870968 "$1,252.59 "
3306845 "$287,631.44 " 0.0772 0.003870968 "$1,113.41 "
3306818 "$409,447.95 " 0.0772 0.003870968 "$1,584.96 "
(Available Upon Request)
<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 Guaranteed Distribution for such Distribution Date, and
the respective portions thereof allocable to principal and interest for
the Insured Certificates;
(vii) the amount of any FSA Insurance Payment made on such
Distribution Date, the amount of any reimbursement payment made to
Financial Security on such Distribution Date pursuant to Section
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after
giving effect to any such FSA Insurance Payment or any such
reimbursement payment to Financial Security;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates and the Senior Percentage, after giving effect to the
amounts distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(x) on the basis of the most recent reports furnished to it by
Sub-Servicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(xi) the number, aggregate principal balance and book value of
any REO Properties;
-1-
<PAGE>
(xii) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xiii) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xiv) the weighted average Pool Strip Rate for such Distribution
Date and the Pass- Through Rate with respect to the Class A-V
Certificates and each Subclass, if any, thereof;
(xv) [RESERVED];
(xvi) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xvii) the occurrence of the Credit Support Depletion Date;
(xviii)the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xix) the related Senior Percentage for such Distribution Date;
(xx) the aggregate amount of Realized Losses for such
Distribution Date;
(xxi) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xxii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxiii)the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date;
(xxiv) if any of the Class M Certificates are held by a
Depository, a legend substantially in the form of Exhibit H-3 to the
Standard Terms, referencing such Certificates; and
(xxv) the amount of any payment made from the Reserve Fund on
such Distribution Date and the balance of the Reserve Fund after giving
effect to such amounts.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
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EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 1, 1999
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STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
<S> <C> <C>
SECTION 1.01 DEFINITIONS............................................................1
SECTION 1.02 USE OF WORDS AND PHRASES..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS..........................................29
SECTION 2.02 ACCEPTANCE BY TRUSTEE.................................................35
SECTION 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER AND THE
COMPANY..............................................................37
SECTION 2.04 REPRESENTATIONS AND WARRANTIES OF SELLERS.............................38
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 MASTER SERVICER TO ACT AS SERVICER....................................40
SECTION 3.02 SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
ENFORCEMENT OF SUBSERVICERS' AND SELLERS' OBLIGATIONS.................42
SECTION 3.03 SUCCESSOR SUBSERVICERS................................................43
SECTION 3.04 LIABILITY OF THE MASTER SERVICER......................................43
SECTION 3.05 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
CERTIFICATEHOLDERS....................................................43
SECTION 3.06 ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE.......44
SECTION 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSITS TO CUSTODIAL
ACCOUNT..............................................................44
SECTION 3.08 SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.............................47
SECTION 3.09 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE MORTGAGE
LOANS.................................................................48
SECTION 3.10 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT......................48
SECTION 3.11 MAINTENANCE OF THE PRIMARY INSURANCE POLICIES; COLLECTIONS THEREUNDER
.....................................................................50
SECTION 3.12 MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY COVERAGE.....51
SECTION 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND MODIFICATION
AGREEMENTS; CERTAIN ASSIGNMENTS.......................................52
SECTION 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS.............................54
SECTION 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.......................58
SECTION 3.16 SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST...............59
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SECTION 3.17 REPORTS TO THE TRUSTEE AND THE COMPANY................................60
SECTION 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.....................................60
SECTION 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT...............61
SECTION 3.20 RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER...............61
SECTION 3.21 ADMINISTRATION OF BUYDOWN FUNDS.......................................61
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 CERTIFICATE ACCOUNT...................................................62
SECTION 4.02 DISTRIBUTIONS.........................................................63
SECTION 4.03 STATEMENTS TO CERTIFICATEHOLDERS......................................63
SECTION 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES BY THE
MASTER SERVICER......................................................64
SECTION 4.05 ALLOCATION OF REALIZED LOSSES.........................................65
SECTION 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY.........65
SECTION 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.........................65
SECTION 4.08 SURETY BOND...........................................................66
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES......................................................66
SECTION 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.................68
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.....................74
SECTION 5.04 PERSONS DEEMED OWNERS.................................................74
SECTION 5.05 APPOINTMENT OF PAYING AGENT...........................................74
SECTION 5.06 OPTIONAL PURCHASE OF CERTIFICATES.....................................75
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
SECTION 6.01 RESPECTIVE LIABILITIES OF THE COMPANY AND THE MASTER SERVICER.........76
SECTION 6.02 MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER SERVICER; ASSIGNMENT
OF RIGHTS AND DELEGATION OF DUTIES BY MASTER SERVICER.................77
SECTION 6.03 LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER AND OTHERS
.....................................................................77
SECTION 6.04 COMPANY AND MASTER SERVICER NOT TO RESIGN.............................78
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.....................................................79
SECTION 7.02 TRUSTEE OR COMPANY TO ACT; APPOINTMENT OF SUCCESSOR...................81
SECTION 7.03 NOTIFICATION TO CERTIFICATEHOLDERS....................................82
SECTION 7.04 WAIVER OF EVENTS OF DEFAULT...........................................82
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.....................................................82
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.................................84
SECTION 8.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.................86
SECTION 8.04 TRUSTEE MAY OWN CERTIFICATES..........................................86
SECTION 8.05 MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION...86
SECTION 8.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE..................................87
SECTION 8.07 RESIGNATION AND REMOVAL OF THE TRUSTEE................................87
SECTION 8.08 SUCCESSOR TRUSTEE.....................................................88
SECTION 8.09 MERGER OR CONSOLIDATION OF TRUSTEE....................................89
SECTION 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.........................89
SECTION 8.11 APPOINTMENT OF CUSTODIANS.............................................90
SECTION 8.12 APPOINTMENT OF OFFICE OR AGENCY.......................................90
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR THE COMPANY OR
LIQUIDATION OF ALL MORTGAGE LOANS.....................................91
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS...................................93
SECTION 9.03 TERMINATION OF MULTIPLE REMICS........................................94
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC ADMINISTRATION...........................................94
SECTION 10.02 MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE INDEMNIFICATION98
SECTION 10.03 DESIGNATION OF REMIC(S)........................................98
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 AMENDMENT......................................................98
SECTION 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS........................101
SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS....................101
SECTION 11.04 GOVERNING LAW.................................................102
SECTION 11.05 NOTICES.......................................................102
SECTION 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.............102
SECTION 11.07 SEVERABILITY OF PROVISIONS....................................103
SECTION 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION..................103
</TABLE>
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H-1: Form of Investor Representation Letter
Exhibit H-2: Form of ERISA Representation Letter
Exhibit H-3: Form of ERISA Legend
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement Pursuant
to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
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This is the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 (the "Standard Terms", and as incorporated by reference into
a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
ACCRETION TERMINATION DATE: As defined in the Series Supplement.
ACCRUAL CERTIFICATES: As defined in the Series Supplement.
ACCRUED CERTIFICATE INTEREST: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
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Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
ADDENDUM AND ASSIGNMENT AGREEMENT: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
ADDITIONAL COLLATERAL: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
ADDITIONAL COLLATERAL LOAN: Each Mortgage Loan that is supported by
Additional Collateral.
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ADJUSTED MORTGAGE RATE: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
ADVANCE: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
AFFILIATE: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
AMBAC: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan
purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent to the related Due
Date.
APPRAISED VALUE: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
ASSIGNED CONTRACTS: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
ASSIGNMENT: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form
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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 (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a). Such amount shall be determined separately for
each Loan Group. Additionally, with respect to any Mortgage Pool that is
comprised of two or more Loan Groups, if on any Distribution Date Compensating
Interest provided pursuant to this Section 3.16(e) is less than Prepayment
Interest Shortfalls incurred on the Mortgage Loans in the related Prepayment
Period, such Compensating Interest shall be allocated on such Distribution Date
to the Available Distribution Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service REDUCTION; PROVIDED, HOWEVER, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
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BOOK-ENTRY CERTIFICATE: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
BUYDOWN FUNDS: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
BUYDOWN MORTGAGE LOAN: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
CASH LIQUIDATION: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
CERTIFICATE ACCOUNT DEPOSIT DATE: As to any Distribution Date, the Business
Day prior thereto.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
THEREOF, EXCEPT AS OTHERWISE SPECIFIED HEREIN; PROVIDED, HOWEVER, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
CERTIFICATE PRINCIPAL BALANCE: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
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(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register maintained and
the registrar appointed pursuant to Section 5.02.
CLASS: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
CLASS A-P CERTIFICATE: Any one of the Certificates designated as a Class
A-P Certificate.
CLASS A-P COLLECTION SHORTFALL: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
CLASS A-P PRINCIPAL DISTRIBUTION AMOUNT: As defined in Section 4.02.
CLASS A-V CERTIFICATE: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
CLASS B CERTIFICATE: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
CLASS M CERTIFICATE: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
CLOSING DATE: As defined in the Series Supplement.
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CODE: The Internal Revenue Code of 1986.
COMBINED COLLATERAL LLC: Combined Collateral LLC, a Delaware limited
liability company.
COMPENSATING INTEREST: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
COOPERATIVE: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
COOPERATIVE LOANS: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
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CREDIT SUPPORT PLEDGE AGREEMENT: The Credit Support Pledge Agreement, dated
as of November 24, 1998, among the Master Servicer, GMAC Mortgage Corporation,
Combined Collateral LLC and The First National Bank of Chicago (now known as
Bank One, National Association), as custodian.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
CUSTODIAL ACCOUNT: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
CUSTODIAL AGREEMENT: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
CUSTODIAN: A custodian appointed pursuant to a Custodial Agreement.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATE: Any Certificate other than a Book-Entry
Certificate.
DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
DELINQUENT: AS USED HEREIN, A MORTGAGE LOAN IS CONSIDERED TO BE: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
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date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
DEPOSITORY: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
DETERMINATION DATE: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
DISCOUNT FRACTION: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
DISCOUNT NET MORTGAGE RATE: As defined in the Series Supplement.
DISQUALIFIED ORGANIZATION: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization,
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or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
DISTRIBUTION DATE: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
DUE DATE: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
DUE PERIOD: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.
ELIGIBLE ACCOUNT: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of Bank One, National
Association, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
EVENT OF DEFAULT: As defined in Section 7.01.
EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
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EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
EXCESS SUBORDINATE PRINCIPAL AMOUNT: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
EXTRAORDINARY EVENTS: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
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(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
EXTRAORDINARY LOSSES: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
FITCH IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
FRAUD LOSSES: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
HIGHEST PRIORITY: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
INDEPENDENT: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof,
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(ii) does not have any direct financial interest or any material indirect
financial interest in the Company, the Master Servicer or the Trustee or in an
Affiliate thereof, and (iii) is not connected with the Company, the Master
Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
INITIAL MONTHLY PAYMENT FUND: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
INITIAL NOTIONAL AMOUNT: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
INITIAL SUBORDINATE CLASS PERCENTAGE: As defined in the Series
Supplement.
INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)), to the extent such proceeds are payable to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
INSURER: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
INTEREST ACCRUAL PERIOD: As defined in the Series Supplement.
INTEREST ONLY CERTIFICATES: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
JUNIOR CERTIFICATEHOLDER: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
JUNIOR CLASS OF CERTIFICATES: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
LATE COLLECTIONS: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation
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Proceeds or otherwise, which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not previously
recovered.
LIQUIDATION PROCEEDS: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
LOAN GROUP: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
LOAN-TO-VALUE RATIO: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
LOWER PRIORITY: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
LOWEST PRIORITY: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
MATURITY DATE: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R) System.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
MODIFIED MORTGAGE LOAN: Any Mortgage Loan that has been the subject of a
Servicing Modification.
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MODIFIED NET MORTGAGE RATE: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
MONTHLY PAYMENT: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
MOODY'S: Moody's Investors Service, Inc., or its successor in interest.
MORTGAGE: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
MORTGAGE FILE: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
MORTGAGE LOANS: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
MORTGAGE LOAN SCHEDULE: As defined in the Series Supplement.
MORTGAGE NOTE: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
MORTGAGE POOL: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
MORTGAGE RATE: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
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MORTGAGED PROPERTY: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
MORTGAGOR: The obligor on a Mortgage Note.
NET MORTGAGE RATE: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
NON-DISCOUNT MORTGAGE LOAN: A Mortgage Loan that is not a Discount Mortgage
Loan.
NON-PRIMARY RESIDENCE LOANS: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
NON-UNITED STATES PERSON: Any Person other than a United States Person.
NONRECOVERABLE ADVANCE: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
NONSUBSERVICED MORTGAGE LOAN: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
NOTIONAL AMOUNT: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
OFFICERS' CERTIFICATE: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
OPINION OF COUNSEL: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
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OWNERSHIP INTEREST: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PASS-THROUGH RATE: As defined in the Series Supplement.
PAYING AGENT: The Trustee or any successor Paying Agent appointed by the
Trustee.
PERCENTAGE INTEREST: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
PERMITTED INVESTMENTS: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating Agency;
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(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
PROVIDED, HOWEVER, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
PERMITTED TRANSFEREE: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PLEDGED AMOUNT: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
PLEDGED ASSET LOAN: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
PLEDGED ASSETS: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
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PLEDGED ASSET MORTGAGE SERVICING AGREEMENT: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
POOLING AND SERVICING AGREEMENT OR AGREEMENT: With respect to any
Series, this Standard Terms together with the related Series Supplement.
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
POOL STRIP RATE: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
PREPAYMENT DISTRIBUTION TRIGGER: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
PREPAYMENT PERIOD: As to any Distribution Date, the calendar month
preceding the month of distribution.
PRIMARY INSURANCE POLICY: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
PRINCIPAL ONLY CERTIFICATES: A Class of Certificates not entitled to
payments of interest, and more specifically designated as such in the Series
Supplement.
PRINCIPAL PREPAYMENT: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest
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representing scheduled interest on such payment due on any date or dates in any
month or months subsequent to the month of prepayment.
PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
PROGRAM GUIDE: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
PURCHASE PRICE: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the Due Date in the Due Period related to the Distribution Date
occurring in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
QUALIFIED SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and
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(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
RATING AGENCY: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
REALIZED LOSS: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up to the Due Date in the Due Period related
to the Distribution Date on which such Realized Loss will be
allocated pursuant to Section 4.05 on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement thereunder but which have not been previously
reimbursed,
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a
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Principal Prepayment or the Purchase Price of such Mortgage Loan
is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
RECORD DATE: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
REGULAR CERTIFICATE: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC ADMINISTRATOR: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC PROVISIONS: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO ACQUISITION: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
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REO DISPOSITION: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO IMPUTED INTEREST: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO PROCEEDS: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO PROPERTY: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
REQUEST FOR RELEASE: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable to
the Custodian.
REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
REQUIRED SURETY PAYMENT: With respect to any Additional Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan over (b) the net proceeds realized by the
Subservicer from the related Additional Collateral.
RESIDENTIAL FUNDING: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
RETAIL CERTIFICATES: A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
SCHEDULE OF DISCOUNT FRACTIONS: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.
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SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
SELLER: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
SELLER'S AGREEMENT: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
SENIOR ACCELERATED DISTRIBUTION PERCENTAGE: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for such
Distribution Date;
PROVIDED, HOWEVER,
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and
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(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date if occurring during the sixth, seventh, eighth, ninth or tenth year
(or any year thereafter) after the Closing Date are less than 30%, 35%,
40%, 45% or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date
shall be 100%, or, if the Mortgage Pool is comprised of two or
more Loan Groups, for any Distribution Date on which the weighted
average of the Senior Percentages for each Loan Group, weighted
on the basis of the Stated Principal Balances of the Mortgage
Loans in the related Loan Group, exceeds the weighted average of
the initial Senior Percentages (calculated on such basis) for
each Loan Group, each of the Senior Accelerated Distribution
Percentages for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
SENIOR CERTIFICATE: As defined in the Series Supplement.
SENIOR PERCENTAGE: As defined in the Series Supplement.
SENIOR SUPPORT CERTIFICATE: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
SERIES: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
SERIES SUPPLEMENT: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
SERVICING ACCOUNTS: The account or accounts created and maintained pursuant
to Section 3.08.
SERVICING ADVANCES: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the
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Master Servicer in the performance of its servicing obligations, including, but
not limited to, the cost of (i) the preservation, restoration and protection of
a Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment, (ii) any enforcement or judicial proceedings, including
foreclosures, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14,
including, if the Master Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, reasonable
compensation for such services.
SERVICING FEE: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
SERVICING MODIFICATION: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
SPECIAL HAZARD LOSS: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
STANDARD & POOR'S: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
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SUBCLASS: With respect to the Class A-V Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).
SUBORDINATE CERTIFICATE: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
SUBORDINATE CLASS PERCENTAGE: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
SUBORDINATE PERCENTAGE: As of any Distribution Date and, with respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%
minus the related Senior Percentage as of such Distribution Date.
SUBSERVICED MORTGAGE LOAN: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
SUBSERVICER: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
SUBSERVICER ADVANCE: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
SUBSERVICING ACCOUNT: An account established by a Subservicer in accordance
with Section 3.08.
SUBSERVICING AGREEMENT: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as
such agreement may be amended from time to time.
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SUBSERVICING FEE: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
SURETY: Ambac, or its successors in interest, or such other surety as may
be identified in the Series Supplement.
SURETY BOND: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage
Loans originated by Novus Financial Corporation, in each case issued by Ambac
for the benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such Surety Bond
covers any Additional Collateral Loans, or such other Surety Bond as may be
identified in the Series Supplement.
TAX RETURNS: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of any REMIC formed under the Series Supplement and under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
TRANSFER: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
TRANSFEREE: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
TRANSFEROR: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
TRUST FUND: The segregated pool of assets related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Additional Collateral for any Additional
Collateral Loan or Pledged Assets for any Pledged Asset Loan, but
not including amounts on deposit in the Initial Monthly Payment
Fund,
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(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
UNINSURED CAUSE: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
UNITED STATES PERSON: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
VOTING RIGHTS: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
SECTION 1.02 USE OF WORDS AND PHRASES.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
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(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such Mortgage
has been recorded;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, an original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of
such assignment certified by the public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee (or
to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation
noted thereon or attached thereto, or a copy of such assignment
or assignments of the Mortgage certified by the public recording
office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement certified by the public
recording office in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
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(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within thirty Business Days following the earlier of (i)
the receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall
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deliver a complete set of such documents to the Trustee or the Custodian or
Custodians that are the duly appointed agent or agents of the Trustee.
(d) In connection with any Mortgage Loan, if the Company cannot deliver
the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee within 45 days after the Closing Date, as
contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, on or prior to the Closing Date, the MERS(R) System to indicate
that such Mortgage Loans have been assigned by the Company to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders
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by including (or deleting, in the case of Mortgage Loans which are repurchased
in accordance with this Agreement) in such computer files (a) the code
"[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR
TRUSTEE]" which identifies the Trustee and (b) the code "[IDENTIFY SERIES
SPECIFIC CODE NUMBER]" in the field "Pool Field" which identifies the series of
the Certificates issued in connection with such Mortgage Loans. The Company
further agrees that it will not, and will not permit the Master Servicer to, and
the Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral or Pledged Assets, its right to
receive amounts due or to become due in respect of any Additional Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Loan or Pledged Asset Loan,
Residential Funding shall cause to be filed in the appropriate recording office
a UCC-3 statement giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated REMIC Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of the Mortgage
Loans and any Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant
by the Company to the Trustee of a security interest in all of the Company's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any and all general intangibles,
accounts, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now
existing or hereafter acquired consisting of, arising from or relating to any of
the following: (A) the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note and Mortgage, and (iii) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
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form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for (as applicable) the Trustee for the
purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company, (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan or (4) any transfer of
any interest of Residential Funding or the Company in any Uncertificated REMIC
Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
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(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Pledged Assets, Additional Collateral
and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust
for the use and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that
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all required documents (specifically as set forth in Section 2.01(b)), have been
executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or
Seller that repurchases the Mortgage Loan is not a member of MERS and the
Mortgage is registered on the MERS(R) System, the Master Servicer, at its own
expense and without any right of reimbursement, shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage
to be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material and adverse defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
the Certificateholders. Notwithstanding the foregoing, it is understood and
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agreed that the Master Servicer shall use its best efforts to substitute, within
60 days of the Closing Date, Qualified Substitute Mortgage Loans to replace any
of the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
SECTION 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER AND THE COMPANY.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
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(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
SECTION 2.04 REPRESENTATIONS AND WARRANTIES OF SELLERS.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect
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of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such Seller's Agreement relates to
the representations and warranties made by Residential Funding or the related
Seller in respect of such Mortgage Loan and any remedies provided thereunder for
any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure,
repurchase or substitution must occur within 90 days from the date the breach
was discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form if required pursuant to Section 2.01, and
such other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed as required by Section 2.01. No substitution will be made
in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants,
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representations and warranties set forth in this Section 2.04, in Section 2.03
hereof and in Section 4 of the Assignment Agreement, and the Master Servicer
shall be obligated to repurchase or substitute for any Qualified Substitute
Mortgage Loan as to which a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 MASTER SERVICER TO ACT AS SERVICER.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and
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deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or rerecording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the
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purpose of calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
SECTION 3.02 SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND
SUBSERVICERS; ENFORCEMENT OF SUBSERVICERS' AND SELLERS'
OBLIGATIONS.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
INTO DIFFERENT SUBSERVICING AGREEMENTS; PROVIDED, HOWEVER, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such
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enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
SECTION 3.03 SUCCESSOR SUBSERVICERS.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any LIMITATION BY VIRTUE OF THIS AGREEMENT;
PROVIDED, HOWEVER, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
SECTION 3.04 LIABILITY OF THE MASTER SERVICER.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
CERTIFICATEHOLDERS.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an
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originator shall be deemed to be between the Subservicer and the Master Servicer
alone and the Trustee and the Certificateholders shall not be deemed parties
thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer in its capacity as such except as set forth in
Section 3.06. The foregoing provision shall not in any way limit a Subservicer's
obligation to cure an omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
SECTION 3.06 ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY
TRUSTEE.
(a) If the Master Servicer shall for any reason no longer be the master
servicer (including by reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor servicer for the Trustee shall
be deemed to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing Agreement to
the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
SECTION 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSITS TO
CUSTODIAL ACCOUNT.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program GUIDE;
PROVIDED, HOWEVER, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates AFFECTED THEREBY; PROVIDED,
HOWEVER, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not
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materially adverse to the interests of the Certificateholders (taking into
account any estimated REALIZED LOSS THAT MIGHT RESULT ABSENT SUCH ACTION);
PROVIDED, HOWEVER, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. In connection with any Curtailment
of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes, except if such
reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of any
REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if
any, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to
be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21;
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(vi) All amounts transferred from the Certificate Account
to the Custodial Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received
by the Master Servicer in respect of any Additional Collateral;
and
(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
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SECTION 3.08 SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as
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is otherwise acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from
the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
SECTION 3.09 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
SECTION 3.10 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular
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Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04
or 4.07) which represent (A) Late Collections of Monthly Payments
for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries
of amounts in respect of which such advances were made in the
case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds and other
property deposited in or credited to the Custodial Account that
it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, and any amounts remitted by Subservicers
as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person,
as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required to be
distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below, any Advance made in
connection with a modification of a Mortgage Loan that is in
default or, in the judgment of the Master Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent
the amount of the Advance has been added to the outstanding
principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
or in connection with enforcing any repurchase, substitution
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or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for Servicing Advances expended
by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause,
and (b) in connection with the liquidation of a Mortgage Loan or
disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
SECTION 3.11 MAINTENANCE OF THE PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value
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Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts
to obtain and maintain a Primary Insurance Policy to the extent that such a
policy is obtainable at a reasonable price. The Master Servicer shall not cancel
or refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
SECTION 3.12 MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY
COVERAGE.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the IMPROVEMENTS;
PROVIDED, HOWEVER, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than
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pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located at the time
of origination of such Mortgage Loan in a federally designated special flood
hazard area, the Master Servicer shall cause flood insurance (to the extent
available) to be maintained in respect thereof. Such flood insurance shall be in
an amount equal to the lesser of (i) the amount required to compensate for any
loss or damage to the Mortgaged Property on a replacement cost basis and (ii)
the maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the area in
which such Mortgaged Property is located is participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
SECTION 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
MODIFICATION AGREEMENTS; CERTAIN ASSIGNMENTS.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
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(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer shall not be
required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable LAWS REGARDING ASSUMPTIONS OR THE
TRANSFER OF THE MORTGAGED PROPERTY TO SUCH PERSON; PROVIDED, HOWEVER, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up date under
the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution
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of liability agreement will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
SECTION 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
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determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided further that (i) the Master
Servicer shall not proceed with respect to such Pledged Assets in any manner
that would impair the ability to recover against the related Mortgaged Property,
and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner
that preserves the ability to apply the proceeds of such Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Pledged
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Assets) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any other payment received by the Master Servicer in
respect of such Pledged Assets shall be deposited in the Custodial Account
subject to withdrawal pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to continue to
pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) If the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its
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acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of any
portion of any REMIC formed under the Series Supplement as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
(subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code or cause any REMIC formed under the Series Supplement to fail
to qualify as a REMIC (for federal (or any applicable State or local) income tax
purposes) at any time that any Certificates are outstanding, in which case the
Trust Fund may continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Master Servicer shall be entitled to
be reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used by or on behalf
of the Trust Fund in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the
imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the
Master Servicer and the Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any
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successor thereto) necessary to assure that no withholding tax obligation arises
with respect to the proceeds of such foreclosure except to the extent, if any,
that proceeds of such foreclosure are required to be remitted to the obligors on
such Mortgage Loan.
SECTION 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit F, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Within two Business
Days of receipt of such certification and request, the Trustee shall release, or
cause the Custodian to release, the related Mortgage File to the Master
Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence of
cancellation thereon and to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
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(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
SECTION 3.16 SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating
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Interest (if any) for such Distribution Date. Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or Subservicing Fee
to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any investment of funds held in the
Custodial Account or the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to
any amounts of servicing compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (i) will not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(b) and (iii) will not withdraw from the Custodial
Account any such amount of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
SECTION 3.17 REPORTS TO THE TRUSTEE AND THE COMPANY.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
SECTION 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
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SECTION 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
SECTION 3.20 RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 3.21 ADMINISTRATION OF BUYDOWN FUNDS.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
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(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand not later than the Business Day next preceding
the Distribution Date next following the date of such investment (except that
(i) any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or
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order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized without any right of
reimbursement.
SECTION 4.02 DISTRIBUTIONS.
As provided in Section 4.02 of the Series Supplement.
SECTION 4.03 STATEMENTS TO CERTIFICATEHOLDERS.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth information as to each Class of
Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or
more Loan Groups, each Loan Group, to the extent applicable. This statement will
include the information set forth in an exhibit to the Series Supplement. In
addition, the Master Servicer shall provide to any manager of a trust fund
consisting of some or all of the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by the Master Servicer at no
additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
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SECTION 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE
COMPANY; ADVANCES BY THE MASTER SERVICER.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any Distribution Date
shall be allocated to specific Monthly Payments due but delinquent for previous
Due Periods, which allocation shall be made, to the extent practicable, to
Monthly Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
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If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
SECTION 4.05 ALLOCATION OF REALIZED LOSSES.
As provided in Section 4.05 of the Series Supplement.
SECTION 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
SECTION 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
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If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
SECTION 4.08 SURETY BOND.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such
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Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates
may not be transferred by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
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(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-V Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
SECTION 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate
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Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder thereof or
his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
(except that, if such transfer is made by the Company or the Master Servicer or
any Affiliate thereof, the Company or the Master Servicer shall provide such
Opinion of Counsel at their own expense); provided that such Opinion of Counsel
will not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit H-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; PROVIDED, HOWEVER, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e) (i) In the case of any Senior Support, Class M, Class B or Class R
Certificate presented for registration in the name of any Person, either (A) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase or holding of such Senior Support, Class M, Class B
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or Class R Certificate is permissible under applicable law, will not constitute
or result in any non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer or (B) the prospective Transferee shall be
required to provide the Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit H-1 (with
respect to any Class B Certificate), Exhibit H-2 (with respect to any Senior
Support Certificate or Class M Certificate) or paragraph fourteen of Exhibit G-1
(with respect to any Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as the
Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Senior Support, Class M or
Class B Certificate, the following conditions are satisfied: (i) such Transferee
is an insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied (each entity that satisfies this clause (b), a
"Complying Insurance Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel
or certification will not be required with respect to the
transfer of any Senior Support Certificate or Class M Certificate
to a Depository, or for any subsequent transfer of any interest
in a Senior Support Certificate or Class M Certificate for so
long as such Certificate is a Book-Entry Certificate (each such
Senior Support Certificate or Class M Certificate, a "Book-Entry
Mezzanine Certificate"). Any Transferee of a Book-Entry Mezzanine
Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein)
that either (a) such Transferee is not a Plan Investor or (b)
such Transferee is a Complying Insurance Company.
(iii) (A) If any Senior Support Certificate or Class M
Certificate (or any interest therein) is acquired or held in
violation of the provisions of Section (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor or
(ii) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of such Senior Support Certificate or Class M
Certificate. The Trustee shall be under no liability to any
Person for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner whose
acquisition or holding of any Book-Entry Mezzanine
Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e)
shall indemnify and hold
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harmless the Company, the Trustee, the Master Servicer,
any Subservicer, and the Trust Fund from and against any
and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit G-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit
G-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge
that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a
Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer
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its Ownership Interest in a Class R Certificate and (y)
not to transfer its Ownership Interest unless it provides
a certificate to the Trustee in the form attached hereto
as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate,
if it is, or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such
transfer in the form attached hereto as Exhibit G-2 and all of
such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of
the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United
States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is
disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. The Trustee shall be under no liability to
any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f)
or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R
Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as
the Master Servicer may choose. Such purported Transferee
shall promptly endorse and deliver each Class R
Certificate in accordance with the
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instructions of the Master Servicer. Such purchaser may be
the Master Servicer itself or any Affiliate of the Master
Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Master Servicer or its Affiliates), expenses and taxes
due, if any, will be remitted by the Master Servicer to
such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of
its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of
any Class of the Senior, Class M or Class B Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(B) subject to Section 10.01(f), an Officers'
Certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of
such provisions will not cause any portion of any REMIC
formed under the Series Supplement to cease to qualify as
a REMIC and will not cause (x) any portion of any REMIC
formed under the Series Supplement to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person
to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
SECTION 5.05 APPOINTMENT OF PAYING AGENT.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
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The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
SECTION 5.06 OPTIONAL PURCHASE OF CERTIFICATES.
(a) On any Distribution Date on which the Pool Stated Principal Balance,
prior to giving effect to distributions to be made on such Distribution Date, is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest
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thereon for the related Interest Accrual Period and any previously unpaid
Accrued Certificate Interest with respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company, as applicable,
pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in accordance with
this Section 5.06, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the Holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
SECTION 6.01 RESPECTIVE LIABILITIES OF THE COMPANY AND THE MASTER
SERVICER.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
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SECTION 6.02 MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER; ASSIGNMENT OF RIGHTS AND DELEGATION OF DUTIES BY
MASTER SERVICER.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the PARTIES HERETO, ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING; PROVIDED, HOWEVER, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Senior, Class M or Class B Certificates in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from each Rating
Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
SECTION 6.03 LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith PURSUANT TO
THIS AGREEMENT, OR FOR ERRORS IN JUDGMENT; PROVIDED, HOWEVER, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties
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or representations made herein or any liability which would otherwise be imposed
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it IN ANY
EXPENSE OR LIABILITY; PROVIDED, HOWEVER, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
SECTION 6.04 COMPANY AND MASTER SERVICER NOT TO RESIGN.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause
to be distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates
of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a
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voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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SECTION 7.02 TRUSTEE OR COMPANY TO ACT; APPOINTMENT OF SUCCESSOR.
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account PURSUANT TO
SECTIONS 3.07(C) AND 4.01(B) BY THE TERMS AND PROVISIONS HEREOF); PROVIDED,
HOWEVER, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans AS IT AND SUCH SUCCESSOR SHALL AGREE; PROVIDED,
HOWEVER, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its
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records to reflect the transfer of servicing to the successor Master Servicer as
necessary under MERS' rules and regulations, or (ii) the predecessor Master
Servicer shall cooperate with the successor Master Servicer in causing MERS to
execute and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Master Servicer. The predecessor Master Servicer shall
file or cause to be filed any such assignment in the appropriate recording
office. The predecessor Master Servicer shall bear any and all fees of MERS,
costs of preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.
SECTION 7.03 NOTIFICATION TO CERTIFICATEHOLDERS.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
SECTION 7.04 WAIVER OF EVENTS OF DEFAULT.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of DEFAULT HEREUNDER MAY WAIVE SUCH DEFAULT OR EVENT OF
DEFAULT; PROVIDED, HOWEVER, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has
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occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of any portion of any REMIC formed under the Series Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability FOR ITS OWN NEGLIGENT ACTION, ITS OWN NEGLIGENT FAILURE
TO ACT OR ITS OWN WILLFUL MISCONDUCT; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which
may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the Company
or the Master Servicer and which on their face, do not contradict
the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts;
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(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not
less than 25% as to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee)
specified in clauses (i) and (ii) of Section 7.01 or an Event of
Default under clauses (iii), (iv) and (v) of Section 7.01 unless
a Responsible Officer of the Trustee assigned to and working in
the Corporate Trust Office obtains actual knowledge of such
failure or event or the Trustee receives written notice of such
failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend
or risk its own funds (including, without limitation, the making
of any Advance) or otherwise incur any personal financial
liability in the performance of any of its duties as Trustee
hereunder, or in the exercise of any of its rights or powers, if
the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and
protection in respect of any action taken
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or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has
not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default
which may have occurred, the Trustee shall not be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class,
Percentage INTERESTS, AGGREGATING NOT LESS THAN 50%; PROVIDED,
HOWEVER, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing any
Tax Returns required to be filed on behalf of the Trust Fund. The
Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or
on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall
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indemnify the Trustee for signing any such Tax Returns that
contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause any portion of any REMIC
formed under the Series Supplement to fail to qualify as a REMIC at any time
that any Certificates are outstanding or (ii) cause the Trust Fund to be subject
to any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
SECTION 8.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Company or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Company or the Master
Servicer.
SECTION 8.04 TRUSTEE MAY OWN CERTIFICATES.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
SECTION 8.05 MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES;
INDEMNIFICATION.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
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(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after
the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement
of any claim by the Trustee entered into without the prior
consent of the Master Servicer which consent shall not be
unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
SECTION 8.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07 RESIGNATION AND REMOVAL OF THE TRUSTEE.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the
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Company shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
SECTION 8.08 SUCCESSOR TRUSTEE.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as
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trustee herein. The predecessor trustee shall deliver to the successor trustee
all Mortgage Files and related documents and statements held by it hereunder
(other than any Mortgage Files at the time held by a Custodian, which shall
become the agent of any successor trustee hereunder), and the Company, the
Master Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
SECTION 8.09 MERGER OR CONSOLIDATION OF TRUSTEE.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
SECTION 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
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(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
SECTION 8.11 APPOINTMENT OF CUSTODIANS.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
SECTION 8.12 APPOINTMENT OF OFFICE OR AGENCY.
The Trustee will maintain an office or agency in the City of New York at
the address designated in Section 11.05 of the Series Supplement where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee will maintain an office at the address stated in
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Section 11.05 of the Series Supplement where notices and demands to or upon the
Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR
THE COMPANY OR LIQUIDATION OF ALL MORTGAGE LOANS.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of
all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to
100% of the unpaid principal balance of each Mortgage Loan or, if
less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been acquired if
such fair market value is less than such unpaid principal balance
(net of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of
the month in which such repurchase price is distributed,
PROVIDED, HOWEVER, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of
any portion of any REMIC formed under the Series Supplement as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage
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Loans. In addition, the Master Servicer or the Company, as applicable, shall
provide to the Trustee the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior Certificates and Class M Certificates, that payment will
be made only upon presentation and surrender of the Certificates
at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase
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price specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of the Trust Fund),
or the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
(a) Each REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of each such REMIC to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any such REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for each such REMIC and specify the first day
of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for a REMIC under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior
to the time of making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms
hereof; and
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(iii) If the Master Servicer or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
SECTION 9.03 TERMINATION OF MULTIPLE REMICS.
If the REMIC Administrator makes two or more separate REMIC elections,
the applicable REMIC shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC ADMINISTRATION.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as one or more REMICs under the Code and, if necessary, under applicable
state law. The assets of each such REMIC will be set forth in the Series
Supplement. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of each REMIC election in respect of
the Trust Fund, Certificates and interests to be designated as the "regular
interests" and the sole class of "residual interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so designated.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest each Class of the Class R Certificates
and shall be designated as "the tax matters person" with respect to each REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of each REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and
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the REMIC Administrator shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans on deposit in the Custodial Account
as provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its duties as
REMIC Administrator and shall be paid reasonable compensation not to exceed
$3,000 per year by any successor Master Servicer hereunder for so acting as the
REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status of each REMIC as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust
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Fund and the Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to
each REMIC created hereunder, endanger such status or, unless the Master
Servicer, the REMIC Administrator or both, as applicable, determine in its or
their sole discretion to indemnify the Trust Fund against the imposition of such
a tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to any REMIC created hereunder or any related assets thereof, or causing
any such REMIC to take any action, which is not expressly permitted under the
terms of this Agreement, the Trustee will consult with the Master Servicer or
the REMIC Administrator, as applicable, or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any such REMIC, and the Trustee shall not take any such action or
cause any such REMIC to take any such action as to which the Master Servicer or
the REMIC Administrator, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator,
as applicable, may consult with counsel to make such written advice, and the
cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the
Master Servicer or the REMIC Administrator. At all times as may be required by
the Code, the Master Servicer will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of each REMIC created hereunder as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
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(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC created hereunder
unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of such assets in such REMIC
will not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any REMIC created
hereunder will receive a fee or other compensation for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates) representing a regular interest in the applicable
REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest (other than each Uncertificated REMIC Regular Interest
represented by a Class A-V Certificate, if any) and the rights to the Interest
Only Certificates and Uncertificated REMIC Regular Interest represented by any
Class A-V Certificate would be reduced to zero is the Maturity Date for each
such Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii)
the termination of any such REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of such REMIC as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause such REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
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SECTION 10.02 MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC ADMINISTRATOR THAT CONTAIN ERRORS OR OMISSIONS; PROVIDED, HOWEVER,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
SECTION 10.03 DESIGNATION OF REMIC(S).
As provided in Section 10.03 of the Series Supplement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
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(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition
of any such tax and (B) such action will not adversely affect in
any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the
name in which the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates, by virtue of their being
the "residual interests" in a REMIC, provided that (A) such
change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such change shall not (subject to
Section 10.01(f)), as evidenced by an Opinion of Counsel (at the
expense of the party seeking so to modify, eliminate or add such
provisions), cause any REMIC created hereunder or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a
Permitted Transferee,
(vi) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial
Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, or
(vii) to amend any provision herein or therein that is not
material to any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying
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IN ANY MANNER THE RIGHTS OF THE HOLDERS OF CERTIFICATES OF SUCH CLASS; PROVIDED,
HOWEVER, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are required to be distributed on any
Certificate without the consent of the Holder of such
Certificate,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent to any
such amendment, in any such case without the consent of the
Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created under
the Series Supplement to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Senior
Certificateholders, the Class M Certificateholders, the Master Servicer or the
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Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Company elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company may elect that the text of such
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit K, with such changes as the
Company shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
SECTION 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
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(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
SECTION 11.04 GOVERNING LAW.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
SECTION 11.05 NOTICES.
As provided in Section 11.05 of the Series Supplement.
SECTION 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
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(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class
of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
PROVIDED, HOWEVER, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 11.07 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
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Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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EXHIBIT FIVE
FSA POLICY
(Please See Tab #8)
-2-
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