SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 1, 2000
RESIDENTIAL ACCREDIT LOANS, INC. (as company under a Pooling and Servicing
Agreement dated as of July 1, 2000 providing for, inter alia, the issuance of
Mortgage Asset-Backed Pass-Through Certificates, Series 2000-QS8)
Residential Accredit Loans, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-72661 51-0368240
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(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Exhibit Index located on Page 2
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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies): The following execution copies of
Exhibits to the Form S-3 Registration Statement of the Registrant are hereby
filed:
Sequentially
Exhibit Numbered
Number Exhibit Page
10.1 Series Supplement, dated as of July 1, 2000, and the Standard Terms of
Pooling and Servicing Agreement, dated as of December 1, 1999, among Residential
Accredit Loans, Inc., as company, Residential Funding Corporation, as master
servicer, and Bankers Trust Company, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: July 31, 2000
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Exhibit 10.1
Series Supplement, dated as of July 1, 2000, and the Standard
Terms of Pooling and Servicing Agreement, dated as of December 1, 1999, among
Residential Accredit Loans, Inc., as company, Residential Funding Corporation,
as master servicer, and Bankers Trust Company, as trustee.
<PAGE>
EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
SERIES SUPPLEMENT,
Dated as of July 1, 2000,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 1999
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-QS8
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<TABLE>
<CAPTION>
<S> <C>
Article I DEFINITIONS...............................................................3
Section 1.01. Definitions.....................................................3
Section 1.02. Use of Words and Phrases.......................................11
Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........12
Section 2.01. Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms)........................................12
Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard
Terms).................................................12
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company...............................12
Section 2.04. Representations and Warranties of Sellers. (See Section
2.04 of the Standard Terms).................................15
Section 2.05. Execution and Authentication of Certificates...................15
Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................16
Article IV PAYMENTS TO CERTIFICATEHOLDERS...........................................17
Section 4.01. Certificate Account. (See Section 4.01 of the Standard
Terms).................................................17
Section 4.02. Distributions..................................................17
Section 4.03. Statements to Certificateholders. (See Section 4.03 of
the Standard Terms and Exhibit Three attached hereto)..........25
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer. (See Section 4.04
of the Standard Terms).....................................25
Section 4.05. Allocation of Realized Losses.................................25
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property (See Section 4.06 of the Standard Terms).........27
Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)..................27
Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)........27
Article V THE CERTIFICATES.........................................................28
Article VI THE COMPANY AND THE MASTER SERVICER......................................29
Article VII DEFAULT..................................................................30
Article VIII CONCERNING THE TRUSTEE...................................................31
Article IX TERMINATION..............................................................32
Article X REMIC PROVISIONS.........................................................33
Section 10.01. REMIC Administration. (See Section 10.01 of the
Standard Terms)........................................................33
Section 10.02. Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)............33
Section 10.03. Designation of REMIC.........................................33
Section 10.04. Compliance with Withholding Requirements......................33
Article XI MISCELLANEOUS PROVISIONS.................................................34
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).........34
Section 11.02. Recordation of Agreement; Counterparts. (See Section
11.02 of the Standard Terms)..............................34
Section 11.03. Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms).............................34
Section 11.04. Governing Laws. (See Section 11.04 of the Standard
Terms)...................................................34
Section 11.05. Notices.....................................................34
Section 11.06. Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the Standard Terms)...............35
Section 11.07. Severability of Provisions. (See Section 11.07 of the
Standard Terms)........................................35
Section 11.08. Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard Terms)..............35
Section 11.09. Allocation of Voting Rights...............................35
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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: Contingent
Aggregate Class A-1 and Class A-2
Certificate Principal Balance Schedule
Exhibit Six: Contingent Class A-1 Certificate
Principal Balance Schedule
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This is a Series Supplement, dated as of July 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 ACCREDIT LOANS, INC., as the company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee
(together with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed 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 Mortgage Loans. As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund, and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly Payment Fund),
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. 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 Standard &
Certificate Poor's/
Pass-Through Principal Maturity ------------ Minimum
Designation Rate Balance Features1 Date Fitch Denominations2
-
<S> <C> <C> <C> <C> <C> <C>
Class A-1 8.00% $126,200,000.00 Senior July 25, 2030 AAA/AAA $25,000.00
Class A-2 8.00% $32,800,000.00 Senior July 25, 2030 AAA/AAA $25,000.00
Class A-3 8.00% $21,638,000.00 Senior July 25, 2030 AAA/AAA $25,000.00
Class A-4 8.00% $20,000,000.00 Senior/Lockout July 25, 2030 AAA/AAA $25,000.00
Class A-P 0.00% $225,655.38 Principal July 25, 2030 AAA/AAA $25,000.00
Only/Senior
Class A-V Variable $0.00 Variable July 25, 2030 AAA/AAA 4
Rate3 Strip/Senior
Class R 8.00% $100.00 Residual/Senior July 25, 2030 AAA/AAA 5
Class M-1 8.00% $7,471,800.00 Mezzanine July 25, 2030 NA/AA $25,000.00
Class M-2 8.00% $2,707,100.00 Mezzanine July 25, 2030 NA/A $250,000.00
Class M-3 8.00% $2,490,500.00 Mezzanine July 25, 2030 NA/BBB $250,000.00
Class B-1 8.00% $1,407,600.00 Subordinate July 25, 2030 NA/BB $250,000.00
Class B-2 8.00% $649,700.00 Subordinate July 25, 2030 NA/B $250,000.00
Class B-3 8.00% $974,632.96 Subordinate July 25, 2030 NA/NA $250,000.00
</TABLE>
_________________________________
1 The Certificates, other than the Class A-P, Class A-V, Class B and Class R
Certificates shall be Book-Entry Certificates. The Class A-P, Class A-V,
Class B and Class R Certificates shall be delivered to the holders thereof
in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable) and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that
one Certificate of any of the Class A-P and Class B-1, Class B-2 and Class
B-3 Certificates that contain an uneven multiple of $1,000 shall be issued
in a denomination equal to the sum of the related minimum denomination set
forth above and such uneven multiple for such Class or the sum of such
denomination and an integral multiple of $1,000.
3 The Initial Pass-Through Rate on the Class A-V Certificates is 0.9821%.
4 The Class A-V Certificates shall be issuable in minimum denominations of
not less than a 20% Percentage Interest.
5 The Class R 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%.
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of 216,565,088.34.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
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Article I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
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)
$300,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans) having a Loan-to-Value Ratio at origination which exceeds
75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Additional Collateral Loans) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months, 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
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rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bankers Trust Company, as trustee, in trust for the registered holders
of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-QS8" and which must be an Eligible Account.
Certificate Policy: None.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-V or Class A-P Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit A.
Class 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: July 31, 2000.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 1761 East St. Andrew Place, Santa Ana, California
92705-4934, Attention: Residential Funding Corporation Series 2000-QS8.
Cut-off Date: July 1, 2000.
Discount Net Mortgage Rate: 8.00% 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) hereof), (iii) the Class A-P Principal Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
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Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the first anniversary of the Cut-off Date
an amount equal to 2.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the first to the fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the most recent anniversary of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Initial Monthly Payment Fund: $25,062.68, representing scheduled
principal amortization and interest at the Net Mortgage Rate during the Due
Period ending on August 1, 2000, for those Mortgage Loans for which the Trustee
will not be entitled to receive such payment.
Initial Notional Amount: With respect to the 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 on such
date.
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 the such Class of Subordinate Certificates
divided by the aggregate Stated Principal Balance of all the Mortgage Loans as
of the Cut-off Date as follows:
Class M-1: 3.45% Class B-1: 0.65%
Class M-2: 1.25% Class B-2: 0.30%
Class M-3: 1.15% Class B-3: 0.45%
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.
Lockout Percentage: For any Distribution Date occurring prior to the
Distribution Date in August 2005 will be 0%, and for any Distribution Date
thereafter will be as follows: 30% for any Distribution Date on or after August
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2005 and prior to August 2006; 40% for any Distribution Date on or after August
2006 and prior to August 2007; 60% for any Distribution Date on or after August
2007 and prior to August 2008; 80% for any Distribution Date on or after August
2008 and prior to August 2009; and 100% for any Distribution Date thereafter.
Maturity Date: July 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:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) including state and
zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of principal, if any, and interest
("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");
(xii)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
(xiii) 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.
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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 immediately prior to such date.
Pass-Through Rate: With respect to the Senior Certificates (other than
the Class A-V and Class A-P Certificates), Class M Certificates and Class B
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 0.9821% 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: The prepayment assumption to be used for
determining the accrual of original issue discount and premium and market
discount on the Certificates for federal income tax purposes, which assumes a
constant prepayment rate of 4.0% per annum of the then outstanding principal
balance of the related Mortgage Loans in the first month of the life of such
Mortgage Loans and an additional 1.090909% per annum in each month thereafter
until the twelfth month, and beginning in the twelfth month and in each month
thereafter during the life of the Mortgage Loans, a constant prepayment rate of
16.0% per annum.
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
August 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
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denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii)Notwithstanding the foregoing, if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02 of this
Series Supplement (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would result in
a distribution in respect of principal of any Class or Classes of
Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing Class"),
then: (a) the Prepayment Distribution Percentage of each Maturing Class
shall be reduced to a level that, when applied as described above, would
exactly reduce the Certificate Principal Balance of such Class to zero; (b)
the Prepayment Distribution Percentage of each other Class of Subordinate
Certificates (any such Class, a "Non-Maturing Class") shall be recalculated
in accordance with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had been reduced to
zero (such percentage as recalculated, the "Recalculated Percentage"); (c)
the total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be allocated among
the Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal Balance
of each Maturing Class had not been reduced to zero, plus (2) the related
Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P Certificates.
Senior Certificate: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
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Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X), 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 Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and
4.02(a)(xvii) of this Series Supplement.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,165,651 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
23.98% (which percentage is equal to the percentage of Mortgage Loans by
aggregate principal balance initially secured by Mortgaged Properties located in
the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated (without giving effect to the
related Senior Percentages) for such Distribution Date under clauses (1), (2)
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and (3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on
the Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) (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.
Uncertificated Class A-V REMIC Regular Interests or Uncertificated REMIC
Regular Interests: The 1,399 uncertificated partial undivided beneficial
ownership interests in the Trust Fund, numbered sequentially from 1 to 1,399,
each relating to a particular Mortgage Loan identified by such sequential number
on the Mortgage Loan Schedule, each having no principal balance, and each
bearing interest at the respective Pool Strip Rate on the Stated Principal
Balance of the related Mortgage Loan.
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 seven
Mortgage Loans representing approximately 0.4% of the Mortgage Loans, (and
one Additional Collateral Loan, representing approximately 0.3% of the
Mortgage Loans), each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% will be insured by a Primary Insurance Policy
covering at least 30% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at
least 25% of the balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and 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;
(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 0.6% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in California and no more than 0.9% of
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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) Approximately 53.68% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program, approximately 12.56% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a no-stated income program, and approximately 4.66%
of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a no income/no asset program;
(x) Except with respect to approximately 26.01% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor
represented in its loan application with respect to the related Mortgage
Loan that the Mortgaged Property would be owner-occupied;
(xi) None of the Mortgage Loans are Buy-Down 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 is a Cooperative Loan; with respect to a
Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is
pledged as security for the Mortgage Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a "streamlined"
Mortgage Loan program (through which no new or updated appraisals of
Mortgaged Properties are obtained in connection with the refinancing
thereof), the related Seller has represented that either (a) the value of
the related Mortgaged Property as of the date the Mortgage Loan was
originated was not less than the appraised value of such property at the
time of origination of the refinanced Mortgage Loan or (b) the
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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;
(xviii) Not more than 0.2% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date will have been made to International
Borrowers, and no such Mortgagor is a member of a foreign diplomatic
mission with diplomatic rank;
(xix) No Mortgage Loan provides for payments that are subject to reduction by
withholding taxes levied by any foreign (non-United States) sovereign
government; and
(xx) Except with respect to one Mortgage Loan, representing 0.3% of the
Mortgage Loans, none of the Mortgage Loans are Additional Collateral
Loans, and none of the Mortgage Loans are Pledged Asset 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.
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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 and/or the applicable REMIC, receipt of which
is hereby acknowledged. Concurrently with such delivery and in exchange
therefor, the Trustee, pursuant to the written request of the Company executed
by an officer of the Company, has executed and caused to be authenticated and
delivered to or upon the order of the Company the Certificates in authorized
denominations that evidence ownership of the entire Trust Fund.
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Article III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(See Article III of the Standard Terms)
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Article IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms)
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee
or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master
Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below,
the amount required to be distributed to the Master Servicer or a Sub-Servicer
pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record
on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than any Subclass of the Class A-V Certificates),
shall be based on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder or (B) with respect to
any Subclass of the Class A-V Certificates, shall be equal to the amount (if
any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b), (c) and (e) below), in each case
to the extent of the Available Distribution Amount remaining:
(i) to the Senior Certificates (other than the Class A-P
Certificates), 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; and
(Y) to the Senior Certificates (other than the Class A-P
Certificates), in the priorities and amounts set forth in Section
4.02(b)(ii), 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
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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)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the Custodial Account in
connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period (other than the
related Discount Fraction of such Stated Principal Balance or shortfall
with respect to each Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled collections (other than
Principal Prepayments in Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including
without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related Prepayment Period (or deemed to have
been so received in accordance with Section 3.07(b) of the Standard Terms)
to the extent applied by the Master Servicer as recoveries of principal of
the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms
(other than the related Discount Fraction of the principal portion of such
unscheduled collections, with respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO
Disposition occurred during the related Prepayment Period (or was deemed to
have occurred during such period in accordance with Section 3.07(b) of the
Standard Terms) and did not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such Stated Principal Balance,
with respect to each Discount Mortgage Loan) and (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);
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(C) the Senior Accelerated Distribution Percentage for such Distribution
Date times the aggregate of all Principal Prepayments in Full and Curtailments
received in the related Prepayment Period (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments, with respect to
each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C)
of this Section 4.02(a), as determined for any previous Distribution Date, which
remain unpaid after application of amounts previously distributed pursuant to
this clause (E) to the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Subordinate Certificates;
(iii) if the Certificate Principal Balances of the Subordinate
Certificates have not been reduced to zero, to the Master Servicer or a
Sub-Servicer, by remitting for deposit to the Custodial Account, to the
extent of and in reimbursement for any Advances or Sub-Servicer Advances
previously made with respect to any Mortgage Loan or REO Property which
remain unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus any such
Advances that were made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any
Class A-P Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
(xiii), (xiv), and (xv) of this Series Supplement are insufficient
therefor, applied in reduction of the Certificate Principal Balance of
the Class M-1 Certificates;
(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) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-2 Certificates;
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(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) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiii),
(xiv) and (xv) 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) 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) 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
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remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Senior Certificates, on a pro rata basis in
accordance with their respective outstanding Certificate Principal
Balances, the portion, if any, of the Available Distribution Amount
remaining after the foregoing distributions, applied to reduce the
Certificate Principal Balances of such Senior Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and thereafter, to
each Class of Subordinate Certificates then outstanding beginning with
such Class with the Highest Priority, any portion of the Available
Distribution Amount remaining after the Senior Certificates have been
retired, applied to reduce the Certificate Principal Balance of each
such Class of Subordinate Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such Class of
Subordinate Certificates; and
(xvii) to the Class R Certificates, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and
REO Proceeds have not yet been distributed to the Certificateholders.
(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
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connection with a Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b) of the Standard Terms) of Discount
Mortgage Loans (or, in the case of a substitution of a Deleted
Mortgage Loan, the Discount Fraction of the amount of any shortfall
deposited in the Custodial Account in connection with such
substitution);
(C) in connection with the Cash Liquidation or REO Disposition of
a Discount Mortgage Loan that did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date and
(2) the aggregate amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such
Distribution Date and the amount of any Class A-P Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) second, the Senior Principal Distribution Amount shall be distributed as
follows:
(A) first, to the Class A-4 Certificates in reduction of the
Certificate Principal Balance thereof, an amount equal to the
Lockout Percentage of the Class A-4 Certificates' pro rata share
(based on the Certificate Principal Balance thereof relative to
the Certificate Principal Balance of all of the Senior
Certificates (other than the Class A-P Certificates)) of the
Senior Principal Distribution Amount; and
(B) second, the balance of the Senior Principal
Distribution Amount remaining after the distribution, if any,
described in clause (ii)(A) above shall be distributed as
follows:
(1) first, to the Class R Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(2) second, until the Certificate Principal Balances of the
Class A-1 Certificates and Class A-2 Certificates have been
reduced to zero, as follows:
(a) if the aggregate of the Certificate Principal Balances of the
Class A-1 Certificates and Class A-2 Certificates, minus that portion of
the Senior Principal Distribution Amount remaining after allocation of
the amounts set forth in clauses (A) and (B) (1) of this Section
4.02(b)(ii), exceeds the amount set forth in the table entitled
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"Contingent Aggregate Class A-1 and Class A-2 Certificate Principal
Balance Schedule" attached as Exhibit Five hereto for such Distribution
Date:
(I) first, to the Class A-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to the amount set forth in
the table entitled "Contingent Class A-1 Certificate Principal Balance
Schedule" attached hereto as Exhibit Six for such Distribution Date;
(II) second, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(III) third, to the Class A-1 Certificates, without regard to the
amount set forth in the table entitled "Contingent Class A-1 Certificate
Principal Balance Schedule" attached hereto as Exhibit Six for such
Distribution Date, until the Certificate Principal Balance thereof has
been reduced to zero; and
(b) if the aggregate of the Certificate Principal Balances of the
Class A-1 Certificates and Class A-2 Certificates, minus that portion of
the Senior Principal Distribution Amount remaining after allocation of
the amounts set forth in clauses (A) and (B) (1) of this Section
4.02(b)(ii), does not exceed the amount set forth in the table entitled
"Contingent Aggregate Class A-1 and Class A-2 Certificate Principal
Balance Schedule" attached as Exhibit Five hereto for such Distribution
Date: concurrently, to the Class A-1 Certificates and Class A-2
Certificates, on a pro rata basis (in proportion to their respective
Certificate Principal Balances) until the Certificate Principal Balances
thereof have been reduced to zero;
(3) third, to the Class A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(4) fourth, to the Class A-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero.
(c) On or after the Credit Support Depletion Date, all priorities relating to
distributions as described in Section 4.02(b) above in respect of principal
among the various classes of Senior Certificates (other than the Class A-P
Certificates) will be disregarded, and (i) an amount equal to the Discount
Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of the Discount Mortgage Loans will
be distributed to the Class A-P Certificates, (ii) the Senior Principal
Distribution Amount will be distributed to the remaining Senior Certificates
(other than the Class A-P Certificates) pro rata in accordance with their
respective outstanding Certificate Principal Balances and (iii) the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-P
Certificates) will be entitled to no further distributions of principal thereon
and the Available Distribution Amount will be paid solely to the holders of the
Class A-P, Class A-V and Subordinate Certificates, in each case as described
herein.
22
<PAGE>
(e) In addition to the foregoing distributions, with respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that within two years of the date
on which such Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes to represent
subsequent recoveries (net of any related liquidation expenses), or determines
that it holds surplus amounts previously reserved to cover estimated expenses,
specifically related to such Mortgage Loan (including, but not limited to,
recoveries in respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the applicable Certificateholders of the Class or
Classes to which such Realized Loss was allocated (with the amounts to be
distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section 11.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed with respect to the Certificates of any Class shall be distributed
by the Master Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class 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.
(f) 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.
23
<PAGE>
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that Certificateholders required
to surrender their Certificates pursuant to Section 9.01(c) do not surrender
their Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the benefit of
such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders. (See Section 4.03 of the
Standard Terms and Exhibit Three attached hereto)
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer. (See Section 4.04 of the Standard Terms)
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,
to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, if any such Realized
Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an
amount equal to the Discount Fraction of the principal portion thereof, and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all Senior Certificates (other than the Class A-P Certificates) on a pro
rata basis, as described below. The principal portion of any Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary
Losses on 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 the principal portion of such Realized Losses on Discount Mortgage
Loans and the entire amount of such Realized Losses on Non-Discount Mortgage
24
<PAGE>
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 interest portion of any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses will be
allocated to all the Certificates on a pro rata basis.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby; provided that if any Subclasses of the Class A-V
Certificates have been issued pursuant to Section 5.01(c), such Realized Losses
and other losses allocated to the Class A-V Certificates shall be allocated
among such Subclasses in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard Terms)
Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07
of the Standard Terms)
Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)
25
<PAGE>
Article V
THE CERTIFICATES
(See Article V of the Standard Terms)
26
<PAGE>
Article VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
27
<PAGE>
Article VII
DEFAULT
(See Article VII of the Standard Terms)
28
<PAGE>
Article VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
29
<PAGE>
Article IX
TERMINATION
(See Article IX of the Standard Terms)
30
<PAGE>
Article X
REMIC PROVISIONS
Section 10.01. REMIC Administration. (See Section 10.01 of the Standard Terms)
Section 10.02. Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the Standard Terms)
Section 10.03. Designation of REMIC.
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund) as a REMIC for federal income tax purposes.
The Class A-1, Class A-2, Class A-3, Class A-4, 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
Uncertificated Class A-V REMIC Regular Interests, 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 herein)
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), 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. 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 issue 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.
31
<PAGE>
Article XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02. Recordation of Agreement; Counterparts. (See Section 11.02 of the
Standard Terms)
Section 11.03. Limitation on Rights of Certificateholders. (See Section 11.03 of
the Standard Terms)
Section 11.04. Governing Laws. (See Section 11.04 of the Standard Terms)
Section 11.05. Notices. All demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to the appropriate
address for each recipient listed in the table below or, in each case, such
other address as may hereafter be furnished in writing to the Master Servicer,
the Trustee and the Company, as applicable:
--------------------------------------------------------------------------------
Recipient Address
--------------------------------------------------------------------------------
Company 8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Attention: President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Master Servicer 2255 N. Ontario Street, Suite 400
---------------------------------------------------------
Burbank, California 91504-3120
Attention: Managing Director/Master Servicing
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trustee Corporate Trust Office
1761 East St. Andrew Place
Santa Ana, California 92705-4934,
Attention: Residential Accredit Loans, Inc.
Series 2000-QS8
The Trustee designates its offices located at
Four Albany Street, New York, NY 10006, for
the purposes of Section 8.12 of the Standard
Terms
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Standard & Poor's 55 Water Street
New York, New York 10041
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Fitch, Inc. One State Street Plaza
New York, New York 10004
--------------------------------------------------------------------------------
32
<PAGE>
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.
98.0% of all of the 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% 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% of all Voting Rights shall be allocated among the
Holders of the Class R Certificates in accordance with their respective
Percentage Interests.
33
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By:
Name:
Title:
Attest: ____________________
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name:
Title:
Attest:____________________
Name:
Title:
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:____________________
Name:
Title:
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of July, 2000 before me, a notary public in and
for said State, personally appeared [ ], known to me to be a Vice President of
Residential Accredit Loans, Inc., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of July, 2000 before me, a notary public in and
for said State, personally appeared [ ], known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF
)
) ss.:
COUNTY OF )
On the 31st day of July, 2000 before me, a notary public in and
for said State, personally appeared _______________, known to me to be a[n]
_________________ of Bankers Trust Company, the New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________
Notary Public
[Notarial Seal]
<PAGE>
Exhibit ONE
MORTGAGE LOAN SCHEDULE
1
RUN ON : 07/20/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 16.27.42 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RALI 2000-QS8 CUTOFF : 07/01/00
POOL : 0004449
:
:
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------
1717562 .2500
733,422.38 .0800
7.6250 .0000
7.3750 .1400
7.1550 .0000
7.1550 .0000
1945674 .2500
69,396.70 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
1950965 .2500
102,919.39 .0800
8.5000 .0000
8.2500 .1400
8.0300 .0000
8.0300 .0000
1962343 .2500
185,000.00 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
1964031 .2500
233,600.00 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1964034 .2500
212,000.00 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1
1968208 .2500
86,951.13 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1969175 .2500
75,329.81 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
1969461 .2500
71,992.11 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
1969602 .2500
292,500.00 .0800
10.0000 .0000
9.7500 .1400
9.5300 .0000
9.5300 .0000
1975697 .2500
25,111.59 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
1976174 .2500
61,912.50 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1976336 .2500
549,244.18 .0800
9.8750 .0000
9.6250 .1400
9.4050 .0000
9.4050 .0000
1976677 .2500
87,707.07 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
1
1977334 .2500
65,734.54 .0800
9.8750 .0000
9.6250 .1400
9.4050 .0000
9.4050 .0000
1977823 .2500
223,880.79 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
1978813 .2500
87,347.87 .0800
8.7500 .0000
8.5000 .1400
8.2800 .0000
8.2800 .0000
1978913 .2500
43,283.80 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
1979063 .2500
108,248.12 .0800
9.6250 .0000
9.3750 .1400
9.1550 .0000
9.1550 .0000
1979288 .2500
112,397.34 .0800
9.8750 .0000
9.6250 .1400
9.4050 .0000
9.4050 .0000
1979436 .2500
454,738.22 .0800
8.7500 .0000
8.5000 .1400
8.2800 .0000
8.2800 .0000
1979449 .2500
61,166.57 .0800
9.0000 .0000
8.7500 .1400
8.5300 .0000
8.5300 .0000
1
1979999 .2500
87,795.40 .0800
8.3750 .0000
8.1250 .1400
7.9050 .0000
7.9050 .0000
1981115 .2500
437,279.06 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
1981140 .2500
100,342.23 .0800
8.7500 .0000
8.5000 .1400
8.2800 .0000
8.2800 .0000
1981254 .2500
100,251.95 .0800
9.6250 .0000
9.3750 .1400
9.1550 .0000
9.1550 .0000
1981632 .2500
430,350.00 .0800
9.5000 .0000
9.2500 .1400
9.0300 .0000
9.0300 .0000
1981683 .2500
74,630.01 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1981820 .2500
111,867.25 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
1981950 .2500
134,793.88 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
1
1982634 .2500
189,918.16 .0800
10.1250 .0000
9.8750 .1400
9.6550 .0000
9.6550 .0000
1982896 .2500
62,000.00 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1982961 .2500
99,476.36 .0800
9.2500 .0000
9.0000 .1400
8.7800 .0000
8.7800 .0000
1983096 .2500
62,972.86 .0800
10.1250 .0000
9.8750 .1400
9.6550 .0000
9.6550 .0000
1983163 .2500
119,949.68 .0800
10.2500 .0000
10.0000 .1400
9.7800 .0000
9.7800 .0000
1983272 .2500
39,981.33 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1983312 .2500
130,000.00 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1983553 .2500
121,866.22 .0800
9.0000 .0000
8.7500 .1400
8.5300 .0000
8.5300 .0000
1
1984000 .2500
249,866.96 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
1984192 .2500
72,865.07 .0800
9.6250 .0000
9.3750 .1400
9.1550 .0000
9.1550 .0000
1984527 .2500
140,800.00 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
1984538 .2500
55,975.87 .0800
10.1250 .0000
9.8750 .1400
9.6550 .0000
9.6550 .0000
1984668 .2500
111,099.58 .0800
8.5000 .0000
8.2500 .1400
8.0300 .0000
8.0300 .0000
1984681 .2500
115,015.42 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
1984748 .2500
32,384.88 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1984866 .2500
299,852.43 .0800
9.5000 .0000
9.2500 .1400
9.0300 .0000
9.0300 .0000
1
1984910 .2500
128,851.03 .0800
8.7500 .0000
8.5000 .1400
8.2800 .0000
8.2800 .0000
1985018 .2500
26,537.61 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
1985030 .2500
213,630.17 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
1985060 .2500
97,949.20 .0800
9.2500 .0000
9.0000 .1400
8.7800 .0000
8.7800 .0000
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9.3750 .1400
9.1550 .0000
9.1550 .0000
3564564 .2500
500,000.00 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
3564598 .2500
66,600.00 .0800
9.5000 .0000
9.2500 .1400
9.0300 .0000
9.0300 .0000
3564602 .2500
102,500.00 .0800
9.0000 .0000
8.7500 .1400
8.5300 .0000
8.5300 .0000
3565353 .2500
96,400.00 .0800
9.6250 .0000
9.3750 .1400
9.1550 .0000
9.1550 .0000
1
3565358 .2500
55,800.00 .0800
10.1250 .0000
9.8750 .1400
9.6550 .0000
9.6550 .0000
3567098 .2500
152,000.00 .0800
9.6250 .0000
9.3750 .1400
9.1550 .0000
9.1550 .0000
3570062 .2500
58,300.00 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
3570081 .2500
360,000.00 .0800
9.2500 .0000
9.0000 .1400
8.7800 .0000
8.7800 .0000
3570089 .2500
94,500.00 .0800
10.0000 .0000
9.7500 .1400
9.5300 .0000
9.5300 .0000
3570092 .2500
121,000.00 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
3570098 .2500
200,000.00 .0800
9.6250 .0000
9.3750 .1400
9.1550 .0000
9.1550 .0000
3570110 .2500
195,000.00 .0800
9.5000 .0000
9.2500 .1400
9.0300 .0000
9.0300 .0000
1
3570126 .2500
341,500.00 .0800
8.6250 .0000
8.3750 .1400
8.1550 .0000
8.1550 .0000
3572752 .2500
52,000.00 .0800
9.7500 .0000
9.5000 .1400
9.2800 .0000
9.2800 .0000
3575801 .2500
177,500.00 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
3576289 .2500
157,000.00 .0800
8.8750 .0000
8.6250 .1400
8.4050 .0000
8.4050 .0000
3581935 .2500
145,000.00 .0800
9.0000 .0000
8.7500 .1400
8.5300 .0000
8.5300 .0000
3585482 .2500
116,000.00 .0800
9.3750 .0000
9.1250 .1400
8.9050 .0000
8.9050 .0000
3586977 .2500
510,256.89 .0800
7.3750 .0000
7.1250 .1400
6.9050 .0000
6.9050 .0000
3589516 .2500
100,000.00 .0800
9.1250 .0000
8.8750 .1400
8.6550 .0000
8.6550 .0000
1
3589710 .2500
60,000.00 .0800
9.2500 .0000
9.0000 .1400
8.7800 .0000
8.7800 .0000
TOTAL NUMBER OF LOANS: 1399
TOTAL BALANCE........: 216,565,088.34
1
RUN ON : 07/20/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 16.27.42 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RALI 2000-QS8 FIXED SUMMARY REPORT CUTOFF : 07/01/00
POOL : 0004449
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 9.3036 7.1250 10.5000
RFC NET RATE 9.0528 6.8750 10.2500
NET MTG RATE(INVSTR RATE) 8.8328 6.6550 10.0300
POST STRIP RATE 8.8328 6.6550 10.0300
SUB SERV FEE .2509 .2500 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .1400 .1400 .1400
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 1399
TOTAL BALANCE........: 216,565,088.34
***************************
* END OF REPORT *
***************************
1
RUN ON : 07/20/00 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 16.27.42 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RALI 2000-QS8 CUTOFF : 07/01/00
POOL : 0004449
:
:
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 #
______________________________________________________________________________
1717562 661/661 F 750,000.00 T
360 733,422.38 1
CRABTREE POINT 7.625 5,308.45 100
7.375 5,308.45 750,000.00
NORTH HAVEN ME 04803 1 02/12/98 92
3225174 05 04/01/98 30
3225174 O 03/01/28
0
1945674 A46/G02 F 70,000.00 ZZ
360 69,396.70 1
2219 VIOLA DRIVE 8.875 556.96 71
8.625 556.96 99,500.00
LEAGUE CITY TX 77573 1 09/16/99 00
0431528561 05 11/01/99 0
0296410 O 10/01/29
0
1950965 U05/G02 F 103,500.00 ZZ
360 102,919.39 1
397 CASCADE MIST AVENUE 8.500 795.83 80
8.250 795.83 129,400.00
LAS VEGAS NV 89123 1 09/23/99 00
0431578467 05 11/01/99 0
6419550 N 10/01/29
0
1962343 R77/G02 F 185,000.00 ZZ
360 185,000.00 1
23 CLIFTON 8.875 1,471.94 78
TER 8.625 1,471.94 240,000.00
ENGLEWOOD CLIFF NJ 07632 1 06/12/00 00
0432116200 05 08/01/00 0
1
JZR11721 O 07/01/30
0
1964031 P34/G02 F 233,600.00 ZZ
360 233,600.00 3
434 BROOK STREET 9.750 2,006.99 80
9.500 2,006.99 292,000.00
PROVIDENCE RI 02906 1 06/15/00 00
0432095503 05 08/01/00 0
61410 N 07/01/30
0
1964034 P34/G02 F 212,000.00 ZZ
360 212,000.00 2
444 BROOK STREET 9.750 1,821.41 80
9.500 1,821.41 265,000.00
PROVIDENCE RI 02906 1 06/15/00 00
0432096279 05 08/01/00 0
61409 N 07/01/30
0
1968208 K15/G02 F 87,300.00 ZZ
300 86,951.13 1
8 FINUCANE ROAD 9.750 777.96 90
9.500 777.96 97,000.00
HENRIETTA NY 14623 5 01/04/00 10
0431804582 05 03/01/00 25
027205300646 O 02/01/25
0
1969175 E98/G02 F 75,550.00 ZZ
360 75,329.81 2
3107/3109 COVENT GARDEN 9.125 614.70 90
8.875 614.70 83,980.00
MOORHEAD MN 56560 1 02/28/00 04
0431912690 05 04/01/00 25
8260601571 N 03/01/30
0
1969461 K15/G02 F 72,200.00 ZZ
360 71,992.11 1
1826 LINDEN AVE SE 9.125 587.44 85
8.875 587.44 85,000.00
GRAND RAPIDS MI 49507 2 01/24/00 10
0431823038 05 03/01/00 12
035905300564 O 02/01/30
0
1
1969602 H87/G02 F 292,500.00 ZZ
360 292,500.00 3
68 GUILDEN STREET 10.000 2,566.90 90
9.750 2,566.90 325,000.00
NEW BRUNSWICK NJ 08901 1 06/13/00 12
0432115020 05 08/01/00 25
NJ00011401MH N 07/01/30
0
1975697 229/G02 F 25,150.00 ZZ
360 25,111.59 1
1640 NORTH GARFIELD AVENUE 9.375 209.19 68
9.125 209.19 37,000.00
POCATELLO ID 83204 1 03/29/00 00
0432052330 05 05/01/00 0
0017258252 N 04/01/30
0
1976174 K15/G02 F 62,000.00 ZZ
360 61,912.50 1
124 ROSEWOOD AVENUE 9.750 532.68 85
9.500 532.68 73,000.00
LAFAYETTE LA 70506 5 03/10/00 27
0431912245 05 05/01/00 12
000205300478 O 04/01/30
0
1976336 G13/G02 F 550,000.00 T
360 549,244.18 1
CASA BLANCA FM 2520 9.875 4,775.92 55
9.625 4,775.92 1,000,000.00
SAN BENITO TX 78586 5 02/28/00 00
0431907096 05 05/01/00 0
10379 O 04/01/30
0
1976677 822/G02 F 87,900.00 ZZ
360 87,707.07 4
148 PLEASANT STREET 9.125 715.19 90
8.875 715.19 97,700.00
ENFIELD CT 06082 1 03/31/00 14
0431993211 05 05/01/00 25
3806000808 N 04/01/30
0
1977334 T44/G02 F 65,825.00 ZZ
360 65,734.54 1
168 B BENNET ROAD 9.875 571.59 90
9.625 571.59 73,144.00
1
PAGELAND SC 29278 1 03/16/00 04
0431921899 05 05/01/00 30
9999999999 N 04/01/30
0
1977823 H22/G02 F 224,000.00 ZZ
360 223,880.79 1
29 WESTWOOD BLVD 9.125 1,822.54 80
8.875 1,822.54 280,000.00
AQUEBOGUE NY 11931 5 05/26/00 00
0432063857 05 07/01/00 0
0003020 O 06/01/30
0
1978813 975/G02 F 87,500.00 ZZ
360 87,347.87 1
7727 FERN AVENUE 8.750 688.36 70
8.500 688.36 125,000.00
ROSEMEAD CA 91770 1 03/24/00 00
0431959949 05 05/01/00 0
2000569 N 04/01/30
0
1978913 883/G02 F 43,350.00 ZZ
360 43,283.80 1
659 BARBUDA WAY 9.375 360.57 90
9.125 360.57 48,172.00
ALTAMONTE SPRIN FL 32714 2 03/27/00 14
0432036770 05 05/01/00 25
05010186 N 04/01/30
0
1979063 R43/G02 F 108,300.00 ZZ
360 108,248.12 2
3320 DESOTA AVE 9.625 920.54 88
9.375 920.54 124,000.00
CLEVELAND HTS OH 44118 2 05/16/00 04
0432062941 05 07/01/00 25
WILLIAMS N 06/01/30
0
1979288 Q64/G02 F 112,500.00 ZZ
360 112,397.34 3
445 LEWIS STREET 9.875 976.90 90
9.625 976.90 125,000.00
FRANKLIN TOWNSH NJ 08873 1 05/03/00 01
0432067569 05 06/01/00 25
5001162006 N 05/01/30
0
1
1979436 136/136 F 455,000.00 ZZ
360 454,738.22 4
503 8TH AVENUE 8.750 3,579.49 70
8.500 3,579.49 650,000.00
BROOKLYN NY 11215 1 05/24/00 00
4589380 05 07/01/00 0
4589380 N 06/01/30
0
1979449 253/253 F 61,200.00 ZZ
360 61,166.57 1
3344 SAFFER STREET 9.000 492.43 90
8.750 492.43 68,000.00
CINCINNATI OH 45211 2 06/02/00 10
953212 05 07/01/00 25
953212 N 06/01/30
0
1979999 H58/G02 F 87,850.00 ZZ
360 87,795.40 1
1801 MARSHALL ROAD #101 8.375 667.72 95
8.125 667.72 92,500.00
VACAVILLE CA 95687 1 05/02/00 04
0432082451 01 07/01/00 30
47558 O 06/01/30
0
1981115 369/G02 F 437,500.00 ZZ
360 437,279.06 1
2130 W. 201ST 9.375 3,638.91 70
9.125 3,638.91 625,000.00
MOUNDS OK 74047 4 05/11/00 00
0432115962 05 07/01/00 0
0071500417 O 06/01/30
0
1981140 A33/G02 F 100,400.00 ZZ
360 100,342.23 1
10060 E STRAND DR 8.750 789.85 80
8.500 789.85 125,500.00
PALMER AK 99645 1 05/05/00 00
0432071678 05 07/01/00 0
017084634 O 06/01/30
0
1981254 196/G02 F 100,300.00 ZZ
360 100,251.95 1
1
2616 HILLVIEW CIRCLE 9.625 852.54 85
9.375 852.54 118,000.00
DELTONA FL 32725 5 05/10/00 04
0432099786 05 07/01/00 25
1370327 O 06/01/30
0
1981632 T82/G02 F 430,350.00 ZZ
360 430,350.00 2
243-09 73RD AVENUE 9.500 3,618.62 95
9.250 3,618.62 453,000.00
DOUGLASTON NY 11362 1 06/26/00 11
0432117844 07 08/01/00 30
553759 O 07/01/30
0
1981683 U05/G02 F 74,700.00 ZZ
360 74,630.01 2
4517 & 4517 1/2 DUNSMUIR 9.750 641.79 90
AVENUE 9.500 641.79 83,000.00
DUNSMUIR CA 96025 1 04/03/00 04
0431991918 05 06/01/00 25
3024937 N 05/01/30
0
1981820 227/G02 F 111,930.00 ZZ
360 111,867.25 1
5403 SEVERN CR NW 8.875 890.57 70
8.625 890.57 159,900.00
MASSILLON OH 44646 1 05/19/00 00
0432092443 05 07/01/00 0
62094181 O 06/01/30
0
1981950 U05/G02 F 135,000.00 ZZ
360 134,793.88 1
610 MCLAIN STREET 9.375 1,122.86 75
9.125 1,122.86 182,000.00
ESCONDIDO CA 92027 5 03/17/00 00
0431991215 05 05/01/00 0
3024170 O 04/01/30
0
1982634 B35/G02 F 190,000.00 ZZ
360 189,918.16 4
1044 NW 29 STREET 10.125 1,684.97 95
9.875 1,684.97 200,000.00
MIAMI FL 33127 1 05/23/00 12
0432052488 05 07/01/00 30
1
0011004785 O 06/01/30
0
1982896 S68/G02 F 62,000.00 ZZ
360 62,000.00 1
860 OLD WILLOW RD #223 9.750 532.68 85
9.500 532.68 73,000.00
PROSPECT HEIGHT IL 60070 1 06/22/00 04
0432118719 01 08/01/00 12
1982896 O 07/01/30
0
1982961 721/G02 F 99,580.00 ZZ
360 99,476.36 1
407 HICKORY DR. 9.250 819.22 80
9.000 819.22 124,580.00
DAVIS JUNCTION IL 61020 1 04/21/00 00
0432002814 05 06/01/00 0
7510003227 O 05/01/30
0
1983096 T94/G02 F 63,000.00 ZZ
360 62,972.86 2
1024-1026 ELLSWORTH AVENUE 10.125 558.70 90
9.875 558.70 70,000.00
COLUMBUS OH 43206 1 05/23/00 10
0432062057 05 07/01/00 25
101556 N 06/01/30
0
1983163 F60/G02 F 120,000.00 ZZ
360 119,949.68 4
4312 RUE DE BELLE AMIE 10.250 1,075.32 80
10.000 1,075.32 150,000.00
BATON ROUGE LA 70809 5 05/17/00 00
0432069532 05 07/01/00 0
63752 N 06/01/30
0
1983272 962/G02 F 40,000.00 ZZ
360 39,981.33 1
545 4TH AVENUE NW 9.750 343.67 70
9.500 343.67 57,500.00
WEST FARGO ND 58078 5 05/25/00 00
0432062230 05 07/01/00 0
0005073 N 06/01/30
0
1
1983312 K73/G02 F 130,000.00 ZZ
360 130,000.00 1
2305 SUMMIT AVENUE 9.750 1,116.90 80
9.500 1,116.90 163,000.00
UNION CITY NJ 07087 1 06/12/00 00
0432133726 05 08/01/00 0
55138500 O 07/01/30
0
1983553 U05/G02 F 122,000.00 ZZ
360 121,866.22 1
13678 DAY ROAD 9.000 981.64 65
8.750 981.64 190,000.00
GRASS VALLEY CA 95945 5 04/19/00 00
0432019248 05 06/01/00 0
3027221 O 05/01/30
0
1984000 A33/G02 F 250,000.00 ZZ
360 249,866.96 1
13600 WHITE TAIL RUN 9.125 2,034.08 74
8.875 2,034.08 340,000.00
MILFORD MI 48380 1 05/03/00 00
0432027548 05 07/01/00 0
015086717 O 06/01/30
0
1984192 005/G02 F 72,900.00 ZZ
360 72,865.07 1
6321 HOFSTRA COURT 9.625 619.65 90
9.375 619.65 81,000.00
FORT MYERS FL 33919 1 05/24/00 12
0432065746 05 07/01/00 25
003013007996 N 06/01/30
0
1984527 F84/G02 F 140,800.00 ZZ
360 140,800.00 1
514 REYNOLDS AVENUE 9.375 1,171.10 80
9.125 1,171.10 176,000.00
BRONX NY 10465 1 06/12/00 00
0432099638 05 08/01/00 0
GC0673 O 07/01/30
0
1984538 227/G02 F 56,000.00 ZZ
360 55,975.87 1
1968 WOODCREST RD 10.125 496.63 80
9.875 496.63 70,000.00
1
COLUMBUS OH 43232 1 05/24/00 00
0432089175 05 07/01/00 0
1890410 N 06/01/30
0
1984668 664/G02 F 112,000.00 ZZ
360 111,099.58 1
4221 KINCAID STREET 8.500 861.19 80
8.250 861.19 140,000.00
EUGENE OR 97405 1 04/28/00 00
0432048270 05 07/01/00 0
0003115896 O 06/01/30
0
1984681 B37/G02 F 115,200.00 ZZ
360 115,015.42 1
209 CLAY LANE 8.875 916.58 90
8.625 916.58 128,000.00
RED OAK TX 75154 1 05/24/00 14
0432062354 05 07/01/00 25
0404091 O 06/01/30
0
1984748 A38/G02 F 32,400.00 ZZ
360 32,384.88 1
1319 OLD BUCKROE ROAD 9.750 278.37 90
9.500 278.37 36,000.00
HAMPTON VA 23663 1 05/31/00 12
0432066918 05 07/01/00 25
3340095 N 06/01/30
0
1984866 M66/G02 F 300,000.00 ZZ
360 299,852.43 1
2050 ALLENWOOD ROAD 9.500 2,522.57 95
9.250 2,522.57 318,900.00
WALL NJ 07719 1 05/05/00 04
0432042190 05 07/01/00 30
136903 O 06/01/30
0
1984910 U05/G02 F 129,000.00 ZZ
360 128,851.03 1
21808 TAOS ROAD 8.750 1,014.84 63
8.500 1,014.84 206,000.00
INDIAN HILLS CO 80454 5 04/27/00 00
0432048510 05 06/01/00 0
3035443 O 05/01/30
0
1
1985018 687/G02 F 26,550.00 ZZ
360 26,537.61 1
794 MILLER AVENUE 9.750 228.11 59
9.500 228.11 45,000.00
COLUMBUS OH 43205 5 05/26/00 00
0432080315 05 07/01/00 0
0005080330 O 06/01/30
0
1985030 A33/G02 F 213,750.00 ZZ
360 213,630.17 1
1000 E. FAIRVIEW LOOP 8.875 1,700.69 90
8.625 1,700.69 237,500.00
WASILLA AK 99654 1 05/30/00 11
0432092435 05 07/01/00 25
17087757 O 06/01/30
0
1985060 U05/G02 F 98,000.00 ZZ
360 97,949.20 1
1143 RIM ROAD 9.250 806.22 33
9.000 806.22 300,000.00
EL PASO TX 79902 5 05/05/00 00
0432043818 05 07/01/00 0
3034561 O 06/01/30
0
1985106 637/G02 F 60,000.00 ZZ
360 59,939.16 1
208 BRIARCLIFF SW 9.375 499.05 80
9.125 499.05 75,000.00
POPLAR GROVE IL 61065 1 04/28/00 00
0432066611 03 06/01/00 0
0020232476 O 05/01/30
0
1985213 U05/G02 F 313,650.00 ZZ
360 313,474.16 1
8933 NORTHWEST WOOD ROSE LOOP 8.875 2,495.54 85
8.625 2,495.54 369,000.00
PORTLAND OR 97229 1 05/08/00 14
0432048650 03 07/01/00 12
3034857 O 06/01/30
0
1985366 G26/G02 F 70,000.00 ZZ
360 69,969.85 1
1
226 ALBANY AVENUE 10.125 620.78 70
9.875 620.78 100,000.00
AMITYVILLE NY 11701 1 05/31/00 00
0432066223 05 07/01/00 0
1324ON N 06/01/30
0
1985398 H76/G02 F 49,000.00 ZZ
360 48,977.73 1
122 EAST SPENCER STREET 9.875 425.50 70
9.625 425.50 70,000.00
ITHACA NY 14850 2 05/16/00 00
0432064459 05 07/01/00 0
200346036 N 06/01/30
0
1985403 T93/G02 F 264,000.00 ZZ
360 263,863.14 1
707 EAST GREEN STREET 9.250 2,171.86 80
9.000 2,171.86 330,000.00
WOODSTOCK GA 30189 5 05/12/00 00
0432065969 05 07/01/00 0
004014 O 06/01/30
0
1985413 L57/G02 F 124,650.00 ZZ
360 124,583.67 1
115 CREDEN PLACE 9.125 1,014.19 90
8.875 1,014.19 138,500.00
ALABASTER AL 35007 1 05/30/00 04
0432080695 03 07/01/00 25
CLEM O 06/01/30
0
1985557 286/286 F 138,000.00 ZZ
360 137,844.69 1
885 PAW PAW ROAD 8.875 1,097.99 80
8.625 1,097.99 172,500.00
PAW PAW IL 61353 1 04/28/00 00
09724355 05 06/01/00 0
09724355 O 05/01/30
0
1985582 637/G02 F 95,600.00 T
360 95,552.97 1
15632 BERNE COURT 9.500 803.86 80
9.250 803.86 119,500.00
PINE MOUNTAIN C CA 93222 1 05/25/00 00
0432094811 03 07/01/00 0
1
0019313063 O 06/01/30
0
1985587 A38/G02 F 40,500.00 ZZ
360 40,500.00 1
87 BAYOU VISTA DRIVE 9.875 351.68 90
9.625 351.68 45,000.00
HITCHCOCK TX 77563 1 06/02/00 10
0432071074 05 08/01/00 25
2440154 N 07/01/30
0
1985648 M18/G02 F 270,000.00 ZZ
360 269,867.19 4
2024 A B C D LIME AVENUE 9.500 2,270.31 90
9.250 2,270.31 300,000.00
LONG BEACH CA 90810 1 05/12/00 04
0432081339 05 07/01/00 25
980100811 O 06/01/30
0
1985651 H37/G02 F 62,900.00 ZZ
360 62,867.39 2
9422 KIRKWOOD ROAD 9.250 517.46 88
9.000 517.46 72,000.00
PHILADELPHIA PA 19114 2 05/30/00 04
0432065340 05 07/01/00 25
00234604 N 06/01/30
0
1985671 E47/G02 F 113,000.00 ZZ
360 112,882.39 1
2300 INEZ DRIVE 9.250 929.62 89
9.000 929.62 128,000.00
ARLINGTON TX 76013 4 05/04/00 11
0432060812 05 06/01/00 25
332013950 O 05/01/30
0
1985680 P01/G02 F 76,500.00 ZZ
360 76,464.30 2
544 HUDSON AVENUE 9.750 657.26 90
9.500 657.26 85,000.00
ALBANY NY 12203 1 05/18/00 01
0432065456 05 07/01/00 25
00000652 N 06/01/30
0
1
1985738 227/G02 F 114,400.00 ZZ
360 114,400.00 1
61 HIGH STREET 9.500 961.94 80
9.250 961.94 143,000.00
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1986079 025/025 F 42,350.00 ZZ
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1986100 025/025 F 124,800.00 ZZ
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1986103 025/025 F 200,000.00 ZZ
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GASTONIA NC 28054 1 12/02/98 01
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1986107 025/025 F 200,000.00 ZZ
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4941 NORMANDY COURT 8.750 1,573.40 50
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360 67,299.14 1
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10953 NW 9TH MANOR 8.250 957.86 75
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360 91,000.93 1
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0432072171 05 07/01/00 25
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0432053213 05 07/01/00 0
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360 53,953.81 1
2324 BASSWOOD DRIVE 7.875 397.34 78
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219305 05 11/01/98 0
219305 N 10/01/28
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1986275 025/025 F 140,700.00 ZZ
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1986324 637/G02 F 55,000.00 ZZ
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0432116010 05 08/01/00 0
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1986434 964/G02 F 74,250.00 ZZ
360 74,215.36 4
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0432060952 05 07/01/00 25
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0
1986436 964/G02 F 76,000.00 ZZ
360 75,957.39 1
2844 NORCROSS DRIVE 8.875 604.69 80
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0432055093 05 07/01/00 0
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1986447 964/G02 F 127,500.00 ZZ
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1986548 967/G02 F 95,960.00 ZZ
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1986649 N96/G02 F 280,000.00 ZZ
360 279,747.06 1
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0432065217 05 07/01/00 0
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1986660 E76/G02 F 43,200.00 ZZ
360 43,178.18 1
108 PIERCE DRIVE 9.375 359.32 90
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0432058485 05 07/01/00 25
10000389 O 06/01/30
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1986671 Q01/G02 F 144,000.00 ZZ
360 143,936.30 2
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1986680 637/G02 F 170,000.00 ZZ
360 169,904.69 1
2141 SOUTH 12TH STREET 8.875 1,352.60 77
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0432061562 05 07/01/00 0
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1986703 M46/G02 F 132,400.00 ZZ
360 132,323.83 1
19700 SOUTH SONOITA HIGHWAY 8.750 1,041.59 80
8.500 1,041.59 165,500.00
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0432064301 05 07/01/00 0
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0
1986704 637/G02 F 70,000.00 ZZ
360 69,966.46 1
1131 DELWARE AVENUE 9.625 595.00 67
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LOS BANOS CA 93635 5 05/10/00 00
0432061802 05 07/01/00 0
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1986716 G52/G02 F 105,600.00 ZZ
360 105,543.80 1
3256 BROADMOOR BOULEVARD 9.125 859.20 80
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1986723 B60/G02 F 412,000.00 ZZ
360 411,774.95 1
1682 EL DORADO AVENUE 9.000 3,315.05 80
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1986725 637/G02 F 99,000.00 ZZ
360 98,944.50 1
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1986727 940/G02 F 211,500.00 ZZ
360 211,406.43 4
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LONG BEACH CA 90813 1 05/19/00 14
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1986733 313/G02 F 57,150.00 ZZ
360 57,121.13 2
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CHARLESTON SC 29403 1 05/15/00 04
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1986760 Q64/G02 F 47,250.00 ZZ
360 47,228.54 1
3315 MAITLAND DRIVE 9.875 410.29 90
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1986775 T93/G02 F 66,150.00 ZZ
360 66,117.46 1
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1986779 U05/G02 F 234,000.00 ZZ
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SCOTTSDALE AZ 85254 1 05/05/00 01
0432062131 05 07/01/00 25
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3038520 O 06/01/30
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1986782 637/G02 F 78,300.00 ZZ
360 78,257.23 3
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FRESNO CA 93706 1 05/03/00 14
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0013967880 N 06/01/30
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1986785 H19/G02 F 21,960.00 ZZ
360 21,949.18 1
45 EAST PARKWOOD DRIVE 9.875 190.69 90
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DAYTON OH 45405 1 05/19/00 10
0432062198 05 07/01/00 25
0002185601 N 06/01/30
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1986786 P63/G02 F 308,000.00 ZZ
360 307,831.76 1
90 VANDERBILT AVENUE 9.000 2,478.24 80
8.750 2,478.24 385,000.00
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0432065902 05 07/01/00 0
20001164 O 06/01/30
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1986789 H19/G02 F 38,610.00 ZZ
360 38,591.49 1
1722 HUFFMAN AVENUE 9.625 328.19 90
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DAYTON OH 45403 1 05/19/00 10
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360 79,200.00 2
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MOORE OK 73160 1 06/20/00 00
0432113983 05 08/01/00 0
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360 177,897.59 1
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BAILEY CO 80421 1 05/31/00 00
0432097376 05 07/01/00 0
54647301 O 06/01/30
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360 139,431.38 1
29 NORTH STREET 9.500 1,173.00 90
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METHUEN MA 01844 1 05/12/00 14
0432061331 05 07/01/00 25
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360 283,353.02 1
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WATSONVILLE CA 95076 1 05/02/00 11
0432068450 03 07/01/00 25
0021461421 O 06/01/30
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1986827 A52/G02 F 277,000.00 ZZ
360 277,000.00 1
905 EDGEWATER TRAIL NW 9.000 2,228.80 80
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ATLANTA GA 30328 2 05/30/00 00
0432061430 05 08/01/00 0
11179 O 07/01/30
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1986828 637/G02 F 60,750.00 ZZ
360 60,719.32 3
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9.125 505.29 67,500.00
NEW BEDFORD MA 02740 1 05/12/00 14
0432061877 05 07/01/00 25
001882759 N 06/01/30
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1986829 F32/G02 F 152,100.00 ZZ
360 152,010.20 1
606 BROOKSIDE PASS 8.625 1,183.02 76
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0432061356 03 07/01/00 0
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1986830 637/G02 F 88,000.00 ZZ
360 87,958.94 1
201 NELLIE TRACE 9.750 756.06 80
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MABLETON GA 30126 1 05/12/00 00
0432062040 03 07/01/00 0
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1986848 962/G02 F 66,100.00 ZZ
360 66,100.00 1
1107 14TH STREET N 10.000 580.08 90
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MOORHEAD MN 56560 1 06/12/00 14
0432090041 05 08/01/00 25
XXX N 07/01/30
0
1986849 742/G02 F 99,200.00 ZZ
360 99,142.92 1
231 CALLAN ROAD 8.750 780.41 80
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CALEDONIA NY 14482 1 05/25/00 00
0432061281 05 07/01/00 0
6066112 O 06/01/30
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1986872 737/G02 F 103,500.00 ZZ
360 103,452.98 4
4033 EAST MORELAND STREET 9.875 898.74 90
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PHOENIX AZ 85008 1 05/22/00 01
0432063055 05 07/01/00 25
964340 N 06/01/30
0
1986901 964/G02 F 85,650.00 ZZ
360 85,599.43 1
2040 GARFIELD STREET 8.625 666.18 75
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EUGENE OR 97405 1 05/24/00 00
0432061653 05 07/01/00 0
77462 O 06/01/30
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1
1986923 624/G02 F 199,200.00 ZZ
360 199,099.41 1
937 EAST 1480 NORTH 9.375 1,656.84 80
9.125 1,656.84 249,000.00
AMERICAN FORK UT 84003 5 05/12/00 00
0432065670 05 07/01/00 0
67076300153F O 06/01/30
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1986947 964/G02 F 183,200.00 ZZ
360 183,009.32 1
770 ROJO WAY 9.250 1,507.14 80
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GARDNERVILLE NV 89410 1 04/24/00 00
0432061059 05 06/01/00 0
75477 O 05/01/30
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1986987 M65/G02 F 148,500.00 ZZ
360 148,430.71 2
1750 RICHMOND TERRACE 9.750 1,275.85 90
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STATEN ISLAND NY 10306 1 05/31/00 04
0432065480 05 07/01/00 25
2453 N 06/01/30
0
1986997 208/G02 F 200,000.00 ZZ
360 199,774.93 1
111 APACHE RIDGE ROAD 8.875 1,591.29 80
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SANTA FE NM 87505 5 05/04/00 00
0432066744 05 06/01/00 0
34941 O 05/01/30
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1986999 N94/G02 F 136,000.00 ZZ
360 135,933.11 1
21 NOTTINGHAM DRIVE 9.500 1,143.56 84
9.250 1,143.56 162,000.00
EAST SANDWICH MA 02537 5 05/20/00 04
0432062867 05 07/01/00 12
20004161 O 06/01/30
0
1987004 B85/G02 F 167,200.00 ZZ
360 167,013.32 1
1
911 WINTHROP AVENUE 9.250 1,375.51 80
9.000 1,375.51 209,000.00
REVERE MA 02151 1 05/31/00 00
0432068930 05 07/01/00 0
0404251 O 06/01/30
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1987015 964/G02 F 146,250.00 T
360 146,179.94 1
325 NORTHWEST LANCER STREET 9.625 1,243.11 75
#35 9.375 1,243.11 195,000.00
GLENEDEN BEACH OR 97388 1 05/22/00 00
0432062651 01 07/01/00 0
77819 O 06/01/30
0
1987017 964/G02 F 140,400.00 ZZ
360 140,319.22 1
87026 DUKHOBAR ROAD 8.750 1,104.53 80
8.500 1,104.53 175,500.00
EUGENE OR 97402 1 05/23/00 00
0432066389 05 07/01/00 0
77726 N 06/01/30
0
1987026 E46/G02 F 99,000.00 ZZ
360 98,952.57 1
2517 SOUTH 18TH STREET 9.625 841.49 90
9.375 841.49 110,000.00
PHILADELPHIA PA 19145 1 05/31/00 04
0432063121 05 07/01/00 25
42647 O 06/01/30
0
1987028 E76/G02 F 120,000.00 ZZ
360 119,944.01 1
7311 GRANT PLACE 9.750 1,030.99 80
9.500 1,030.99 150,000.00
ARVADA CO 80002 5 05/24/00 00
0432063154 05 07/01/00 0
FRASE O 06/01/30
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1987031 E76/G02 F 220,000.00 ZZ
360 219,873.43 1
434 PANORAMA CIRCLE 8.750 1,730.74 80
8.500 1,730.74 275,000.00
POTTSBORO TX 75076 1 05/26/00 00
0432063147 05 07/01/00 0
1
10004007 O 06/01/30
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1987037 G52/G02 F 175,000.00 ZZ
360 174,901.89 1
41-977 LAUMILO STREET 8.875 1,392.38 34
8.625 1,392.38 530,000.00
WAIMANALO HI 96795 5 05/23/00 00
0432066942 05 07/01/00 0
92500836 O 06/01/30
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1987038 664/G02 F 220,000.00 ZZ
360 219,873.42 1
17 FOUNDERS POINTE NORTH 8.750 1,730.75 39
8.500 1,730.75 565,000.00
BLOOMINGDALE IL 60108 5 05/19/00 00
0432063014 05 07/01/00 0
0003427358 O 06/01/30
0
1987054 G97/G02 F 121,125.00 ZZ
360 121,125.00 4
2134 MCKEE SW 9.250 996.47 85
9.000 996.47 142,500.00
GRAND RAPIDS MI 49509 1 06/09/00 14
0432089977 05 08/01/00 25
23996 N 07/01/30
0
1987065 225/225 F 116,000.00 ZZ
360 114,758.12 1
3010 46TH AVENUE 8.750 912.58 80
8.500 912.58 145,000.00
MINOT ND 58701 1 04/07/00 00
7180094 05 06/01/00 0
7180094 O 05/01/30
0
1987070 225/225 F 184,000.00 ZZ
360 183,896.84 2
224 RICHMOND AVENUE 8.875 1,463.99 74
8.625 1,463.99 250,000.00
PT PLEASANT BEA NJ 08742 1 05/05/00 00
8796382 05 07/01/00 0
8796382 O 06/01/30
0
1
1987076 225/225 F 76,500.00 ZZ
360 76,462.37 1
5815 ARBORWOOD DRIVE 9.500 643.26 90
9.250 643.26 85,000.00
COLUMBUS OH 43229 1 05/10/00 10
7186867 05 07/01/00 25
7186867 N 06/01/30
0
1987077 225/225 F 70,000.00 ZZ
360 69,958.67 1
150 MORNINGWOOD DR 8.625 544.46 59
8.375 544.46 119,000.00
LEXINGTON SC 29173 1 05/10/00 00
7188661 05 07/01/00 0
7188661 O 06/01/30
0
1987078 225/225 F 207,000.00 ZZ
360 206,917.73 1
899 EAGLE AVENUE 10.500 1,893.52 90
10.250 1,893.52 230,000.00
BRONX NY 10456 1 05/12/00 11
7190633 05 07/01/00 25
7190633 N 06/01/30
0
1987079 225/225 F 252,000.00 ZZ
360 251,693.58 1
26701 LOPE DE VEGA DRIVE 8.500 1,937.67 80
8.250 1,937.67 315,000.00
MISSION VIEJO CA 92691 1 04/18/00 00
7187373 03 06/01/00 0
7187373 O 05/01/30
0
1987084 225/225 F 161,910.00 ZZ
360 161,754.24 1
184 TAFT AVENUE 9.625 1,376.22 90
9.375 1,376.22 180,000.00
BRIDGEPORT CT 06606 1 04/20/00 11
7183379 05 06/01/00 25
7183379 N 05/01/30
0
1987088 225/225 F 75,600.00 ZZ
360 75,531.00 1
1552-1558 CAREW STREET 9.875 656.48 90
9.625 656.48 84,000.00
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SPRINGFIELD MA 01104 1 04/28/00 11
7182493 05 06/01/00 25
7182493 N 05/01/30
0
1987090 H19/G02 F 164,000.00 ZZ
360 163,919.32 1
310 78TH STREET 9.500 1,379.01 80
9.250 1,379.01 205,000.00
NORTH BERGEN NJ 07047 1 05/24/00 00
0432068526 05 07/01/00 0
0002169332 O 06/01/30
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1987095 U05/G02 F 122,000.00 ZZ
360 121,941.55 4
3042 DOVER STREET 9.625 1,036.99 79
9.375 1,036.99 155,000.00
LONGVIEW WA 98632 2 05/08/00 00
0432069086 05 07/01/00 0
3038443 O 06/01/30
0
1987097 225/225 F 247,500.00 ZZ
360 247,249.05 1
7123 MEADOW ROAD 9.375 2,058.58 90
9.125 2,058.58 275,000.00
DALLAS TX 75230 1 04/17/00 14
7184073 05 06/01/00 25
7184073 N 05/01/30
0
1987103 225/225 F 69,000.00 ZZ
360 68,920.30 1
18040 BLACKMOOR 8.750 542.83 75
8.500 542.83 92,000.00
DETROIT MI 48234 5 04/20/00 00
7186909 05 06/01/00 0
7186909 O 05/01/30
0
1987112 225/225 F 104,000.00 ZZ
360 103,809.62 1
2801 LAKESIDE LANE 8.500 799.68 80
8.250 799.68 130,000.00
CARROLLTON TX 75006 1 04/25/00 00
7186895 03 06/01/00 0
7186895 O 05/01/30
0
1
1987116 225/225 F 195,450.00 ZZ
360 195,212.34 1
676 SEVER'S LANDING 8.500 1,502.85 76
8.250 1,502.85 260,000.00
PALM HARBOR FL 34683 1 05/01/00 00
7189003 03 06/01/00 0
7189003 O 05/01/30
0
1987121 P45/G02 F 289,000.00 ZZ
360 288,868.70 1
3132 BROOKLAWN TERRACE 9.875 2,509.53 79
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CHEVY CHASE MD 20815 2 05/24/00 00
0432066108 05 07/01/00 0
101054932 O 06/01/30
0
1987124 225/225 F 69,750.00 ZZ
360 69,709.87 1
8308 BLAZING STAR ROAD 8.750 548.72 70
8.500 548.72 100,000.00
JACKSONVILLE FL 32210 5 05/10/00 00
8797554 05 07/01/00 0
8797554 O 06/01/30
0
1987130 225/225 F 55,900.00 ZZ
360 55,837.08 1
506 NORTH L STREET 8.875 444.77 80
8.625 444.77 69,900.00
LAKE WORTH FL 33460 1 05/02/00 00
7190116 05 06/01/00 0
7190116 O 05/01/30
0
1987133 A50/A50 F 78,000.00 ZZ
360 77,957.39 1
1037 LEE ROAD 437 9.000 627.61 80
8.750 627.61 97,500.00
PHENIX CITY AL 36870 1 05/31/00 00
701381 05 07/01/00 0
701381 N 06/01/30
0
1987134 225/225 F 117,100.00 ZZ
360 117,027.22 1
1
804 NOTTINGHILL WALK 8.375 890.04 80
8.125 890.04 146,395.00
APEX NC 27502 1 05/17/00 00
8799060 03 07/01/00 0
8799060 O 06/01/30
0
1987148 225/225 F 62,000.00 ZZ
360 61,966.13 1
12840 LONGVIEW STREET 8.875 493.30 76
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DETROIT MI 48213 5 05/08/00 00
7187628 05 07/01/00 0
7187628 O 06/01/30
0
1987168 964/G02 F 152,000.00 ZZ
360 151,921.20 1
5777 EAST WETLANDS DRIVE 9.250 1,250.47 56
9.000 1,250.47 275,000.00
FREDERICK CO 80530 5 05/24/00 00
0432065449 05 07/01/00 0
77242 O 06/01/30
0
1987170 964/G02 F 232,000.00 ZZ
360 231,869.93 1
25 HUNTER HILL ROAD 8.875 1,845.90 80
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MT CRESTED BUTT CO 81225 1 05/31/00 00
0432066967 05 07/01/00 0
77183 O 06/01/30
0
1987186 225/225 F 96,000.00 ZZ
360 95,891.96 1
3015 SAN JUAN ROAD 8.875 763.82 80
8.625 763.82 120,000.00
PALM SPRINGS CA 92262 1 04/26/00 00
7189103 05 06/01/00 0
7189103 O 05/01/30
0
1987195 225/225 F 117,600.00 ZZ
360 117,477.59 1
102 SENECA CIRLCE 9.250 967.47 80
9.000 967.47 147,000.00
YOUNGSVILLE LA 70592 1 05/01/00 00
718349100 05 06/01/00 0
1
718349100 O 05/01/30
0
1987199 664/G02 F 333,000.00 ZZ
360 332,844.64 3
6525 NORTH MOZART AVENUE 9.750 2,860.99 90
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CHICAGO IL 60645 1 05/25/00 11
0432068393 05 07/01/00 25
0003450632 O 06/01/30
0
1987200 225/225 F 51,750.00 ZZ
360 51,697.51 1
ROUTE 1 BOX 1970 FARM ROAD 9.375 430.44 90
3120 9.125 430.44 57,500.00
QUITMAN TX 75783 1 04/20/00 14
718790600 05 06/01/00 25
718790600 N 05/01/30
0
1987202 225/225 F 62,000.00 ZZ
360 61,966.13 1
1319 CORPORATION ST 9.000 498.87 57
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BEAVER PA 15009 1 05/12/00 00
718726800 05 07/01/00 0
718726800 O 06/01/30
0
1987205 225/225 F 33,300.00 ZZ
360 33,284.46 3
950 OAK STREET 9.750 286.10 90
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TOLEDO OH 43605 1 05/16/00 10
7188447 05 07/01/00 25
7188447 N 06/01/30
0
1987207 225/225 F 272,000.00 ZZ
360 271,685.86 1
7635 SOUTH PLATTEVIEW DRIVE 8.750 2,139.83 80
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LITTLETON CO 80128 1 04/26/00 00
7188758 03 06/01/00 0
7188758 O 05/01/30
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1
1987211 225/225 F 108,700.00 ZZ
360 108,637.45 1
1009 GRANDVIEW AVE 8.750 855.15 80
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PITTSBURGH PA 15229 1 05/15/00 00
7188927 05 07/01/00 0
7188927 O 06/01/30
0
1987222 225/225 F 136,000.00 ZZ
360 135,858.44 1
3 OLD WEST POINT RD 9.250 1,118.84 80
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GARRISON NY 10524 1 04/21/00 00
7187169 05 06/01/00 0
7187169 O 05/01/30
0
1987225 225/225 F 140,500.00 ZZ
360 140,427.16 1
9385 BELLAIRE ST 9.250 1,155.86 95
9.000 1,155.86 148,900.00
THRONTON CO 80229 2 05/09/00 11
7186595 03 07/01/00 30
7186595 O 06/01/30
0
1987226 225/225 F 155,000.00 ZZ
360 154,910.82 1
10270 NORTH 3900 WEST 8.750 1,219.39 72
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CEDAR HILLS UT 84062 2 05/03/00 00
7186583 05 07/01/00 0
7186583 O 06/01/30
0
1987228 225/225 F 66,000.00 ZZ
360 65,931.30 1
1901 YOUNGS MILL ROAD 9.250 542.97 80
9.000 542.97 82,500.00
GREENSBORO NC 27406 1 04/19/00 00
8794184 05 06/01/00 0
8794184 O 05/01/30
0
1987230 225/225 F 100,000.00 ZZ
360 99,887.47 1
4806 UPLAND DRIVE 8.875 795.64 63
8.625 795.64 159,000.00
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ALEXANDRIA VA 22310 5 04/25/00 00
8786525 05 06/01/00 0
8786525 O 05/01/30
0
1987232 225/225 F 60,800.00 ZZ
360 60,729.77 1
816 NORTH A STREET 8.750 478.32 80
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LAKE WORTH FL 33460 1 04/27/00 00
7187538 05 06/01/00 0
7187538 O 05/01/30
0
1987233 225/225 F 63,375.00 ZZ
360 63,240.93 1
123 EAST BRIDGEPORT 8.750 498.58 75
8.500 498.58 84,500.00
SPOKANE WA 99207 2 04/14/00 00
7185224 05 06/01/00 0
7185224 O 05/01/30
0
1987245 025/025 F 35,700.00 ZZ
360 35,422.48 1
839 NAPLES DRIVE 8.500 274.50 70
8.250 274.50 51,000.00
ORLANDO FL 32804 5 08/06/99 00
21915079 05 09/01/99 0
21915079 N 08/01/29
0
1987257 F60/G02 F 124,000.00 ZZ
360 123,948.00 4
4352 RUE DE BELLE MAISON 10.250 1,111.17 80
10.000 1,111.17 155,000.00
BATON ROUGE LA 70809 5 05/17/00 00
0432065803 05 07/01/00 0
63762 N 06/01/30
0
1987260 J40/G02 F 118,400.00 ZZ
360 118,340.21 1
1587 VIRGINIA CIRCLE 9.375 984.79 80
9.125 984.79 148,000.00
GAINESVILLE GA 30501 2 05/23/00 00
0432066702 05 07/01/00 0
7671127 O 06/01/30
0
1
1987266 F60/G02 F 124,000.00 ZZ
360 123,948.00 4
4333 RUE DE BELLE MAISON 10.250 1,111.17 80
10.000 1,111.17 155,000.00
BATON ROUGE LA 70809 5 05/17/00 00
0432065944 05 07/01/00 0
63756 N 06/01/30
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1987269 E23/G02 F 151,200.00 ZZ
360 151,131.31 1
10426 PARK AVENUE 9.875 1,312.94 90
9.625 1,312.94 168,000.00
SANTEE CA 92071 1 05/26/00 01
0432068567 05 07/01/00 25
10511797 N 06/01/30
0
1987270 F60/G02 F 124,000.00 ZZ
360 123,948.00 4
4322 RUE DE BELLE AIME 10.250 1,111.17 80
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BATON ROUGE LA 70809 5 05/17/00 00
0432066025 05 07/01/00 0
63757 N 06/01/30
0
1987271 253/253 F 204,000.00 ZZ
360 203,888.56 1
10652 W PARKHILL DR 9.000 1,641.44 80
8.750 1,641.44 255,000.00
LITTLETON CO 80127 1 05/19/00 00
051226 03 07/01/00 0
951226 O 06/01/30
0
1987276 825/G02 F 327,510.00 ZZ
360 327,510.00 1
0066 MCDILL RD 9.375 2,724.06 90
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BRECKENRIDGE CO 80424 1 06/01/00 12
0432066454 05 08/01/00 25
05100 O 07/01/30
0
1987280 F60/G02 F 124,000.00 ZZ
360 123,948.00 4
1
4343 RUE DE BELLE MAISON 10.250 1,111.17 80
10.000 1,111.17 155,000.00
BATON ROUGE LA 70809 5 05/17/00 00
0432066082 05 07/01/00 0
63760 N 06/01/30
0
1987285 F60/G02 F 124,000.00 ZZ
360 123,948.00 4
4342 RUE DE BELLE AMIE 10.250 1,111.17 80
10.000 1,111.17 155,000.00
BATON ROUGE LA 70809 5 05/17/00 00
0432066066 05 07/01/00 0
63759 N 06/01/30
0
1987294 E11/G02 F 125,100.00 ZZ
360 125,040.07 2
1057 SE 25TH AVENUE 9.625 1,063.34 90
9.375 1,063.34 139,000.00
MINNEAPOLIS MN 55414 1 05/31/00 12
0432066512 05 07/01/00 25
04399 N 06/01/30
0
1987300 A35/A35 F 320,000.00 ZZ
360 319,825.21 1
3409 HOMESTEAD AVENUE 9.000 2,574.79 80
8.750 2,574.79 400,000.00
WANTAGH NY 11793 1 06/01/00 00
10466 05 07/01/00 0
10466 O 06/01/30
0
1987307 664/G02 F 45,000.00 ZZ
360 44,979.55 1
519 KRAKER AVENUE 9.875 390.76 49
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JOLIET IL 60432 5 05/25/00 00
0432069003 05 07/01/00 0
0003453495 N 06/01/30
0
1987310 664/G02 F 120,000.00 ZZ
360 119,937.78 4
409 22ND STREET SE 9.250 987.22 80
9.000 987.22 150,000.00
AUBURN WA 98002 1 05/18/00 00
0432066280 05 07/01/00 0
1
0003326956 O 06/01/30
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1987315 624/G02 F 120,000.00 ZZ
360 120,000.00 1
1831 NORTHWEST LUTES ROAD 9.125 976.36 53
8.875 976.36 230,000.00
POULSBO WA 98370 5 05/30/00 00
0432071421 05 08/01/00 0
33400100953F O 07/01/30
0
1987319 624/G02 F 505,350.00 ZZ
360 505,094.80 3
2656-2658 MCALLISTER STREET 9.375 4,203.25 80
9.125 4,203.25 631,700.00
SAN FRANCISCO CA 94118 1 05/23/00 00
0432067072 05 07/01/00 0
86018200016F O 06/01/30
0
1987326 U05/G02 F 105,950.00 ZZ
360 105,897.88 1
101 GOODKNIGHT RANCH ROAD 9.500 890.89 65
9.250 890.89 163,000.00
TRINIDAD TX 75163 5 05/11/00 00
0432069052 03 07/01/00 0
3037918 N 06/01/30
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1987329 575/G02 F 500,750.00 ZZ
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8061 HUNTERBROOKE LANE 9.750 4,302.22 80
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4458139 O 06/01/30
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0432067247 05 07/01/00 0
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1987333 F60/G02 F 124,000.00 ZZ
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4353 RUE DE BELLE MAISON 10.250 1,111.17 80
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BATON ROUGE LA 70809 5 05/17/00 00
0432069300 05 07/01/00 0
63761 N 06/01/30
0
1987341 E11/G02 F 161,100.00 ZZ
360 161,022.83 2
1086 SE 16TH AVENUE 9.625 1,369.33 90
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MPLS MN 55414 1 05/31/00 12
0432068864 05 07/01/00 25
0002001022744 N 06/01/30
0
1987348 637/G02 F 111,150.00 ZZ
360 111,087.69 4
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PHOENIX AZ 85006 1 05/18/00 04
0432066470 05 07/01/00 30
0017368465 N 06/01/30
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1987349 637/G02 F 146,600.00 ZZ
360 146,519.92 1
14323 12TH AVENUE SW 9.000 1,179.58 90
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SEATTLE WA 98166 1 05/17/00 04
0432114882 05 07/01/00 25
0021066444 O 06/01/30
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1987360 F44/G02 F 96,000.00 ZZ
360 95,957.44 1
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ENFIELD CT 06082 5 05/11/00 01
0432071645 05 07/01/00 12
214014 O 06/01/30
0
1987385 F60/G02 F 124,000.00 ZZ
360 123,948.00 4
4332 RUE DE BELLE AMIE 10.250 1,111.17 80
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63758 N 06/01/30
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1987398 183/G02 F 93,000.00 ZZ
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6638 SPRINGFORD TERRACE 9.625 790.50 76
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HARRISBURG PA 17111 1 05/30/00 00
0432076867 09 07/01/00 0
800434335 O 06/01/30
0
1987400 T08/G02 F 192,200.00 ZZ
360 192,097.71 1
917 KINGSBRIDGE DRIVE 9.125 1,563.81 80
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OVIEDO FL 32765 1 05/22/00 00
0432071082 03 07/01/00 0
13201455 O 06/01/30
0
1987402 183/G02 F 58,000.00 ZZ
360 57,974.33 1
134 GREEN STREET 10.000 509.00 83
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NEWPORT OH 45768 5 05/25/00 23
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800436206 O 06/01/30
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360 205,384.79 1
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ESPANOLA NM 87532 5 05/24/00 00
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34951 O 06/01/30
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1987407 637/G02 F 47,200.00 ZZ
360 47,148.23 1
14032 WRIGLEY STREET 9.000 379.79 80
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HOUSTON TX 77045 1 04/26/00 00
0432068195 05 06/01/00 0
0017636192 O 05/01/30
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1
1987408 227/G02 F 124,000.00 ZZ
360 123,940.59 2
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0432069441 05 07/01/00 0
1775667 N 06/01/30
0
1987410 F44/G02 F 260,000.00 ZZ
360 259,875.44 1
6415 EAST HOGAN ROAD 9.625 2,209.98 80
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FENTON MI 48430 5 05/22/00 00
0432083533 03 07/01/00 0
214047 O 06/01/30
0
1987411 562/G02 F 242,250.00 ZZ
360 242,145.65 3
1533 VYSE AVENUE 10.125 2,148.33 95
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BRONX NY 10460 1 05/11/00 12
0432116168 07 07/01/00 30
631977 O 06/01/30
0
1987417 E40/G02 F 188,000.00 ZZ
360 187,909.94 3
11A GATES AVENUE 9.625 1,597.98 80
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MARLBOROUGH MA 01752 5 05/26/00 00
0432068112 05 07/01/00 0
545000071 O 06/01/30
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1987421 E86/G02 F 70,200.00 ZZ
360 70,169.76 1
47 WEDGEWOOD 10.125 622.55 90
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MATTESON IL 60443 1 05/31/00 10
0432067916 05 07/01/00 25
09000265 N 06/01/30
0
1987423 665/G02 F 125,000.00 ZZ
360 124,926.20 1
1
3060 EDDY CIRCLE 8.625 972.24 48
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MARINA CA 93933 5 05/17/00 00
0432070621 05 07/01/00 0
0001239055 O 06/01/30
0
1987430 964/G02 F 104,600.00 ZZ
360 104,539.82 1
3520 N KALARAMA AVE 8.750 822.89 68
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SCOTTSDALE AZ 85251 5 05/26/00 00
0432068328 05 07/01/00 0
77559 O 06/01/30
0
1987432 455/G02 F 149,300.00 ZZ
360 149,232.16 1
4954 HIGHPOINT WAY 9.875 1,296.45 90
9.625 1,296.45 165,900.00
MARIETTA GA 30066 1 05/31/00 01
0432069276 05 07/01/00 25
10001086 O 06/01/30
0
1987437 F27/F27 F 300,000.00 ZZ
360 299,813.53 3
5717 ROLAND AVENUE 8.375 2,280.22 75
8.125 2,280.22 400,000.00
BALTIMORE MD 21210 1 05/25/00 00
NIELD 05 07/01/00 0
NIELD O 06/01/30
0
1987441 455/G02 F 84,600.00 ZZ
360 84,564.52 1
1416 WESTMONT ROAD 10.250 758.11 90
10.000 758.11 94,000.00
ATLANTA GA 30311 1 06/02/00 01
0432073898 05 07/01/00 25
09000512 N 06/01/30
0
1987445 163/G02 F 172,000.00 ZZ
360 171,820.98 1
5550 MARBELLA DRIVE 9.250 1,415.00 80
9.000 1,415.00 215,000.00
BOCA RATON FL 33433 1 04/28/00 00
0432067940 03 06/01/00 0
1
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1987449 A48/G02 F 300,000.00 ZZ
360 299,863.70 4
2244 TOMASINA COURT 9.875 2,605.05 43
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SAN JOSE CA 95008 5 05/23/00 00
0432100972 05 07/01/00 0
8511093170 N 06/01/30
0
1987450 896/G02 F 239,700.00 ZZ
360 239,423.18 1
6850 BISHOP ROAD 8.750 1,885.72 60
8.500 1,885.72 400,000.00
FAIRBURN GA 30213 5 05/02/00 00
0432068534 05 06/01/00 0
20358 O 05/01/30
0
1987452 665/G02 F 203,500.00 ZZ
360 203,412.35 1
6105 WILD DUNE COURT 10.125 1,804.68 75
9.875 1,804.68 271,342.00
VALLEJO CA 94591 1 05/24/00 00
0432068484 05 07/01/00 0
0001239370 O 06/01/30
0
1987464 624/G02 F 66,800.00 ZZ
360 66,768.00 1
2930 EAST SWIFT AVENUE 9.625 567.79 80
9.375 567.79 83,500.00
FRESNO CA 93726 5 05/24/00 00
0432068245 05 07/01/00 0
365002000413F N 06/01/30
0
1987472 U29/G02 F 65,866.00 ZZ
360 65,866.00 1
8709 WHITE AVENUE 10.125 584.12 54
9.875 584.12 124,000.00
BRENTWOOD MO 63144 5 05/26/00 00
0432092500 05 08/01/00 0
243221 O 07/01/30
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1
1987473 455/G02 F 70,110.00 ZZ
360 70,078.15 1
2275 CHEROKEE ROAD 9.875 608.80 90
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WINTERVILLE GA 30683 1 05/31/00 01
0432068062 05 07/01/00 25
09000507 N 06/01/30
0
1987479 001/G02 F 77,000.00 ZZ
360 77,000.00 1
41 OLD MORTON STREET 9.500 647.45 70
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DORCHESTER MA 02126 1 06/23/00 00
0432118776 05 08/01/00 0
1541784 N 07/01/30
0
1987524 K15/G02 F 230,400.00 ZZ
360 230,295.32 3
89 BLUE HILL AVENUE 9.875 2,000.68 75
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MILTON MA 02186 5 05/25/00 00
0432074730 05 07/01/00 0
024605301486 O 06/01/30
0
1987528 K15/G02 F 59,900.00 ZZ
360 59,875.55 1
906 CHURCH STREET 10.375 542.34 83
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VINCENNES IN 47591 5 05/24/00 27
0432074680 05 07/01/00 12
034005300888 O 06/01/30
0
1987529 K15/G02 F 113,200.00 ZZ
360 113,149.92 1
732 HOLLEY ST 10.000 993.41 90
9.750 993.41 127,000.00
SAINT ALBANS WV 25177 5 05/25/00 27
0432074375 05 07/01/00 25
038105300853 O 06/01/30
0
1987530 K15/G02 F 67,400.00 ZZ
360 67,371.74 1
3441 EAST 72ND STREET 10.250 603.97 95
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CLEVELAND OH 44127 5 05/10/00 26
0432074672 05 07/01/00 30
028605301382 O 06/01/30
0
1987531 K15/G02 F 60,200.00 ZZ
360 60,175.42 1
4021 55TH STREET 10.375 545.06 90
10.125 545.06 67,000.00
DES MOINES IA 50309 5 05/25/00 27
0432074466 05 07/01/00 25
037705301081 O 06/01/30
0
1987532 K15/G02 F 101,600.00 ZZ
360 101,558.53 1
6 LANDINGS WAY 10.375 919.89 95
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AVON LAKE OH 44012 5 05/16/00 26
0432074789 01 07/01/00 30
028705301271 O 06/01/30
0
1987533 K15/G02 F 54,500.00 ZZ
360 54,477.75 1
1333 OUTER DRIVE 10.375 493.45 78
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LENOIR CITY TN 37771 5 05/25/00 00
0432074771 05 07/01/00 0
023405300671 O 06/01/30
0
1987534 K15/G02 F 29,900.00 ZZ
360 29,887.79 2
90 PECK STREET 10.375 270.72 75
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BUFFALO NY 14212 5 05/19/00 00
0432074664 05 07/01/00 0
029505301208 N 06/01/30
0
1987537 K15/G02 F 119,500.00 ZZ
360 119,447.13 1
9655 EAST STEWARTS FERRY PIKE 10.000 1,048.70 85
9.750 1,048.70 140,700.00
LEBANON TN 37090 5 05/22/00 27
0432074656 05 07/01/00 12
003805301252 O 06/01/30
0
1
1987539 K15/G02 F 92,100.00 ZZ
360 92,057.03 1
5517 ZAPATA DRIVE 9.750 791.28 86
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PEGRAM TN 37143 5 05/23/00 27
0432074409 05 07/01/00 25
003805301245 O 06/01/30
0
1987540 K15/G02 F 77,900.00 ZZ
360 77,862.68 1
1845 ALLYN DRIVE 9.625 662.14 80
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MT VERNON IN 47620 5 05/23/00 00
0432074607 05 07/01/00 0
034005300947 O 06/01/30
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1987551 M65/G02 F 364,000.00 ZZ
360 364,000.00 1
682 METROPOLITAN AVENUE 9.250 2,994.54 80
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STATEN ISLAND NY 10301 1 06/30/00 00
0432122372 05 08/01/00 0
2486 O 07/01/30
0
1987563 227/G02 F 148,942.00 ZZ
360 148,866.78 1
8301 WEST FOOTHILL DRIVE 9.375 1,238.83 56
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PEORIA AZ 85382 4 05/16/00 00
0432071215 05 07/01/00 0
1795138 O 06/01/30
0
1987583 737/G02 F 147,500.00 ZZ
360 147,436.47 4
1554 WEST SAHUARO DRIVE 10.125 1,308.06 79
9.875 1,308.06 188,000.00
PHOENIX AZ 85029 2 05/25/00 00
0432069334 03 07/01/00 0
964402 N 06/01/30
0
1987602 637/G02 F 63,000.00 ZZ
360 62,969.81 1
1
6622 PUEBLO LANE 9.625 535.50 90
9.375 535.50 70,000.00
CHARLOTTE NC 28227 1 05/25/00 01
0432070910 05 07/01/00 25
0018226738 N 06/01/30
0
1987605 U05/G02 F 134,400.00 ZZ
360 134,330.32 1
188 DIAMOND COURT 9.250 1,105.68 80
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FAIRFIELD CA 94533 5 05/19/00 00
0432077253 05 07/01/00 0
3040637 N 06/01/30
0
1987610 931/G02 F 94,800.00 T
360 94,800.00 1
75 CLARK LANE 8.875 754.27 75
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COLCHESTER CT 06415 1 06/02/00 00
0432072809 05 08/01/00 0
049785 O 07/01/30
0
1987611 163/G02 F 59,200.00 ZZ
360 59,156.33 1
9304 SKINNER HOLLOW ROAD 9.250 487.03 80
9.000 487.03 74,000.00
NEW ALBION NY 14035 1 05/03/00 00
0432072866 05 07/01/00 0
1000142650 O 06/01/30
0
1987613 637/G02 F 70,000.00 ZZ
360 69,965.57 1
536 LAZY ACRES DRIVE 9.500 588.60 78
9.250 588.60 90,000.00
WACO TX 76712 1 05/23/00 00
0432072924 05 07/01/00 0
0020859484 O 06/01/30
0
1987615 637/G02 F 284,000.00 ZZ
360 283,863.95 1
465 KEITH TRAIL 9.625 2,413.97 80
9.375 2,413.97 356,500.00
CHINO VALLEY AZ 86323 1 05/26/00 00
0432071694 05 07/01/00 0
1
0021016324 O 06/01/30
0
1987617 637/G02 F 195,300.00 ZZ
360 195,201.37 1
1911 CONNERS ROAD 9.375 1,624.41 90
9.125 1,624.41 217,000.00
SNOHOMISH WA 98290 1 05/18/00 11
0432076693 05 07/01/00 25
0015399421 O 06/01/30
0
1987619 637/G02 F 268,000.00 ZZ
360 267,861.06 1
3058 CARICIA DRIVE 9.250 2,204.77 80
9.000 2,204.77 335,000.00
HACIENDA HGTS ( CA 91745 1 05/17/00 00
0432091908 05 07/01/00 0
0018202218 O 06/01/30
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1987620 Q73/G02 F 60,000.00 ZZ
360 59,968.07 1
400 BLUEBIRD TRAIL 9.125 488.18 73
8.875 488.18 82,500.00
ALBERTVILLE AL 35951 5 05/24/00 00
0432070209 05 07/01/00 0
2741901 O 06/01/30
0
1987622 637/G02 F 89,900.00 ZZ
360 89,853.39 1
6457 ZAK ROAD 9.250 739.59 90
9.000 739.59 99,900.00
BRYAN TX 77808 1 05/25/00 10
0432074300 05 07/01/00 25
0017646365 O 06/01/30
0
1987627 183/G02 F 108,000.00 ZZ
360 107,953.48 1
1414 LA VISTA AVENUE 10.125 957.77 57
9.875 957.77 190,000.00
CONCORD CA 94521 5 06/01/00 00
0432080067 05 07/01/00 0
800464091 N 06/01/30
0
1
1987638 313/G02 F 105,000.00 ZZ
360 104,938.01 1
10502 OLD 441 SOUTH 8.625 816.68 49
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LAKEMONT GA 30552 5 05/31/00 00
0432072098 05 07/01/00 0
0006862551 O 06/01/30
0
1987642 F32/G02 F 240,900.00 ZZ
360 240,787.61 4
1899 PATTERSON COURT 9.750 2,069.70 90
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LAWRENCEVILLE GA 30044 1 06/01/00 12
0432114239 05 07/01/00 25
407054253 N 06/01/30
0
1987650 163/G02 F 204,300.00 ZZ
360 204,182.46 3
1549 EASTERN PARKWAY 8.750 1,607.23 90
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BROOKLYN NY 11205 1 05/22/00 04
0432074821 05 07/01/00 25
1000157787 O 06/01/30
0
1987656 163/G02 F 126,000.00 ZZ
360 125,939.63 1
4617 BLOOMINGTON AVENUE SOUTH 9.625 1,070.99 80
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MINNEAPOLIS MN 55407 1 05/26/00 00
0432074938 05 07/01/00 0
3917411291 O 06/01/30
0
1987663 964/G02 F 43,500.00 ZZ
360 43,475.61 1
1724 HACIENDA AVENUE 8.875 346.11 33
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LAS VEGAS NV 89119 5 05/25/00 00
0432074805 05 07/01/00 0
75280 N 06/01/30
0
1987669 T44/G02 F 142,200.00 ZZ
360 142,135.40 1
5974 PRINCESS LANE 9.875 1,234.79 90
9.625 1,234.79 158,000.00
1
CLARKSTON MI 48346 1 05/18/00 14
0432071769 05 07/01/00 25
8985618 N 06/01/30
0
1987675 T44/G02 F 175,500.00 ZZ
360 175,500.00 1
735 VIVIAN LANE 10.125 1,556.37 90
9.875 1,556.37 195,000.00
OXFORD MI 48371 1 06/05/00 04
0432072916 05 08/01/00 25
9011251 N 07/01/30
0
1987683 163/G02 F 120,000.00 ZZ
360 119,944.01 1
43810 WESTMINISTER WAY 9.750 1,030.99 65
9.500 1,030.99 186,000.00
CANTON MI 48187 5 05/18/00 00
0432075141 05 07/01/00 0
3917411234 O 06/01/30
0
1987747 K81/G02 F 102,000.00 ZZ
360 101,941.32 1
448 SOUTH HOLLY STREET 8.750 802.43 64
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DENVER CO 80246 5 05/08/00 00
0432100014 05 07/01/00 0
7001149 O 06/01/30
0
1987767 E18/G02 F 23,400.00 ZZ
360 23,400.00 1
620 1/2 WEST GREENLEAF STREET 10.000 205.35 90
9.750 205.35 26,000.00
ALLENTOWN PA 18102 1 06/07/00 04
0432087716 07 08/01/00 25
00050059 N 07/01/30
0
1987771 M66/G02 F 53,100.00 ZZ
360 53,075.22 2
2126 ORTHODOX STREET 9.750 456.22 90
9.500 456.22 59,000.00
PHILADELPHIA PA 19124 1 05/30/00 11
0432096923 05 07/01/00 30
138465 N 06/01/30
0
1
1987777 K15/G02 F 130,000.00 ZZ
360 129,857.45 1
5A FIRELANE 27 9.000 1,046.01 80
8.750 1,046.01 163,000.00
WATSON POND ME 04918 2 04/04/00 00
0432071587 05 06/01/00 0
0070053000636 O 05/01/30
0
1987781 637/G02 F 164,500.00 ZZ
360 164,425.26 3
2965-2967 NE WORTHINGTON 9.875 1,428.44 68
9.625 1,428.44 245,000.00
BEND OR 97701 2 05/23/00 00
0432093581 05 07/01/00 0
0021415880 N 06/01/30
0
1987793 F32/G02 F 34,500.00 T
360 34,484.33 1
5323 THOMAS DR UNIT 21 9.875 299.58 75
9.625 299.58 46,000.00
PANAMA CITY BEA FL 32408 1 05/30/00 00
0432079572 01 07/01/00 0
406144501 O 06/01/30
0
1987794 637/G02 F 18,000.00 ZZ
360 17,990.91 1
535 NORTH TRACY 9.375 149.72 90
9.125 149.72 20,000.00
WICHITA KS 67211 1 05/10/00 14
0432074367 05 07/01/00 25
0019659853 N 06/01/30
0
1987804 637/G02 F 156,800.00 T
360 156,728.76 1
6626 WEST SWEETWATER AVE 9.875 1,361.57 80
9.625 1,361.57 196,000.00
GLENDALE AZ 85304 1 05/25/00 00
0432079770 05 07/01/00 0
0015402795 O 06/01/30
0
1987809 637/G02 F 66,000.00 T
360 65,971.57 1
1
3506 NORTH VERDE STREET 10.125 585.31 51
9.875 585.31 130,000.00
TACOMA WA 98407 5 05/23/00 00
0432074995 05 07/01/00 0
0021066709 O 06/01/30
0
1987810 637/G02 F 298,000.00 ZZ
360 297,845.50 1
188-09 42ND AVENUE 9.250 2,451.58 80
9.000 2,451.58 372,500.00
FLUSHING NY 11358 1 05/24/00 00
0432088979 05 07/01/00 0
0013316963 O 06/01/30
0
1987812 H19/G02 F 77,000.00 ZZ
360 76,965.02 2
433-441 BEACH ST 9.875 668.63 69
9.625 668.63 112,000.00
EDWARDSVILLE KS 66111 5 06/01/00 00
0432081719 05 07/01/00 0
0010017747 N 06/01/30
0
1987819 967/G02 F 95,000.00 ZZ
360 94,952.03 1
18500 NORTH LOWER TERRITORY RD 9.375 790.16 33
9.125 790.16 295,000.00
PRESCOTT AZ 86305 2 05/19/00 00
0432083228 03 07/01/00 0
6063945 O 06/01/30
0
1987822 H19/G02 F 77,000.00 ZZ
360 76,965.02 2
417-425 BEACH ST 9.875 668.63 69
9.625 668.63 112,000.00
EDWARDSVILLE KS 66111 5 06/01/00 00
0432081693 05 07/01/00 0
0010017739 N 06/01/30
0
1987837 637/G02 F 500,000.00 ZZ
360 499,740.79 1
268 MARCHMONT DRIVE 9.250 4,113.38 67
9.000 4,113.38 750,000.00
LOS GATOS CA 95032 5 05/23/00 00
0432080588 05 07/01/00 0
1
0011012556 O 06/01/30
0
1987839 664/G02 F 184,300.00 ZZ
360 184,199.33 1
91404 KIRK ROAD 9.000 1,482.92 74
8.750 1,482.92 250,000.00
JUNCTION CITY OR 97448 5 05/19/00 00
0432079663 05 07/01/00 0
0003116647 O 06/01/30
0
1987843 624/G02 F 92,750.00 ZZ
360 92,698.00 1
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360 143,400.00 1
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1987851 637/G02 F 180,000.00 ZZ
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1987863 637/G02 F 34,200.00 ZZ
360 34,182.73 1
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1987923 737/G02 F 91,000.00 ZZ
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1987934 H22/G02 F 225,000.00 ZZ
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1987953 R55/G02 F 237,600.00 ZZ
360 237,600.00 1
6182 MALLARD COURT 9.250 1,954.68 80
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5137 O 07/01/30
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1987955 T44/G02 F 84,000.00 ZZ
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1790 STEWART AVENUE 9.000 675.88 80
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ARCATA CA 95521 1 06/08/00 00
0432089910 05 08/01/00 0
9009531 O 07/01/30
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1987959 664/G02 F 195,000.00 ZZ
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4273 SAWTELLE BOULEVARD 9.125 1,586.59 60
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1987963 F44/G02 F 119,700.00 ZZ
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0432081552 05 07/01/00 0
214311 O 06/01/30
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0432116127 05 08/01/00 0
00B0082 O 07/01/30
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1
1988014 882/G02 F 488,000.00 ZZ
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200083 O 07/01/30
0
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360 144,900.00 2
11820 S STATE 9.875 1,258.24 90
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WILLIAMS O 07/01/30
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1988145 H19/G02 F 36,000.00 ZZ
360 35,983.64 1
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0
1988166 664/G02 F 101,250.00 ZZ
360 101,202.76 1
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0003337276 O 06/01/30
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1988168 664/G02 F 83,700.00 ZZ
360 83,661.97 1
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1988300 562/G02 F 242,250.00 ZZ
360 241,792.34 4
1
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631344 O 03/01/30
0
1988318 163/163 F 52,200.00 ZZ
360 52,175.65 2
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SALEM NJ 08079 1 05/31/00 14
401375714 05 07/01/00 25
401375714 N 06/01/30
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1988360 455/G02 F 236,000.00 ZZ
360 236,000.00 1
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RIVERDALE GA 30274 1 06/09/00 00
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1988362 637/G02 F 356,200.00 ZZ
360 356,046.57 1
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ATLANTA GA 30318 1 05/18/00 00
0432091197 05 07/01/00 0
0012075701 O 06/01/30
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1988364 893/G02 F 145,000.00 ZZ
360 145,000.00 1
2102 SLATER STREET 8.625 1,127.80 54
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SANTA ROSA CA 95404 2 06/06/00 00
0432091452 05 08/01/00 0
A00523021 O 07/01/30
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1988365 455/G02 F 236,000.00 ZZ
360 236,000.00 1
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RIVERDALE GA 30274 1 06/09/00 00
0432098366 09 08/01/00 0
1
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1988367 Q64/G02 F 279,200.00 ZZ
360 279,059.01 1
759 SHADOW BAY WAY 9.375 2,322.24 80
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0432097715 03 07/01/00 0
7201010291 N 06/01/30
0
1988368 664/G02 F 81,675.00 ZZ
360 81,634.82 1
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0432089167 03 07/01/00 0
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0
1988371 E46/G02 F 40,000.00 ZZ
360 39,982.77 1
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ORANGE NJ 07050 1 05/26/00 00
0432097798 01 07/01/00 0
43081 O 06/01/30
0
1988383 637/G02 F 121,000.00 ZZ
360 120,928.56 1
12306 WIDE HOLLOW ROAD 8.625 941.13 80
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YAKIMA WA 98908 2 05/16/00 00
0432090223 05 07/01/00 0
0015391519 O 06/01/30
0
1988384 637/G02 F 178,800.00 ZZ
360 178,702.33 1
3107 SOUTH TAGISH WAY 9.000 1,438.67 80
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0021414859 O 06/01/30
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1988385 U05/G02 F 500,000.00 ZZ
360 499,772.84 1
1722 KANAWHA TRAIL 9.875 4,341.74 79
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0432095339 03 07/01/00 0
3033297 O 06/01/30
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1988387 637/G02 F 153,000.00 ZZ
360 152,924.74 1
94-40 ALSTYNE AVENUE 9.500 1,286.51 90
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ELMHURST NY 11373 1 05/30/00 14
0432090157 05 07/01/00 25
0013322425 O 06/01/30
0
1988389 637/G02 F 140,000.00 ZZ
360 139,931.13 4
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0432090082 05 07/01/00 0
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1988390 964/G02 F 152,000.00 ZZ
360 152,000.00 3
2005-2015 NORTH MAIN AVENUE 8.500 1,168.75 80
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GRESHAM OR 97030 1 06/08/00 00
0432088797 05 08/01/00 0
77010 O 07/01/30
0
1988392 455/G02 F 236,000.00 ZZ
360 236,000.00 1
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RIVERDALE GA 30274 1 06/09/00 00
0432089225 09 08/01/00 0
09000529 N 07/01/30
0
1988393 455/G02 F 82,800.00 ZZ
360 82,800.00 1
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ATLANTA GA 30315 1 06/09/00 01
0432098499 05 08/01/00 25
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1988394 964/G02 F 166,500.00 ZZ
360 166,500.00 4
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PHOENIX AZ 85013 1 06/02/00 01
0432088664 05 08/01/00 30
79134 N 07/01/30
0
1988396 U05/G02 F 252,000.00 ZZ
360 251,865.89 1
3921 GOLDFINCH STREET 9.125 2,050.36 80
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SAN DIEGO CA 92103 1 05/19/00 00
0432095479 05 07/01/00 0
3030014 N 06/01/30
0
1988416 455/G02 F 236,000.00 ZZ
360 236,000.00 1
5930 HIGHWAY 85 UNIT 304 10.125 2,092.91 80
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RIVERDALE GA 30274 1 06/09/00 00
0432098309 09 08/01/00 0
09000527 N 07/01/30
0
1988420 637/G02 F 114,100.00 ZZ
360 114,043.87 4
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PHOENIX AZ 85019 1 05/30/00 04
0432095453 05 07/01/00 25
0016359648 N 06/01/30
0
1988421 637/G02 F 328,000.00 ZZ
360 327,834.36 1
12944 SOUTH 1300 EAST 9.375 2,728.14 80
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DRAPER UT 84020 1 05/31/00 00
0432090322 05 07/01/00 0
0020731436 O 06/01/30
0
1
1988422 637/G02 F 153,750.00 ZZ
360 153,661.53 1
123 TWIG LANE 8.750 1,209.56 75
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LEVITTOWN NY 11756 1 05/26/00 00
0432091429 05 07/01/00 0
0013321278 O 06/01/30
0
1988424 664/G02 F 233,900.00 ZZ
360 233,790.87 1
1581 HARDING ROAD 9.750 2,009.57 90
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NORTHFIELD IL 60093 1 06/01/00 11
0432091643 05 07/01/00 25
0003400132 N 06/01/30
0
1988425 F42/G02 F 192,500.00 ZZ
360 192,500.00 1
3265 CHURCHILL DRIVE 9.250 1,583.66 80
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OCEAN TWP NJ 08753 1 06/13/00 00
0432091593 05 08/01/00 0
NJ03330 O 07/01/30
0
1988426 664/G02 F 68,925.00 ZZ
360 68,891.10 1
576 KOALA DRIVE 9.500 579.56 75
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KISSIMMEE FL 34759 1 05/31/00 00
0432098200 03 07/01/00 0
0003269396 N 06/01/30
0
1988427 F32/G02 F 153,900.00 ZZ
360 153,900.00 1
5330 SKIDAWAY DRIVE 8.750 1,210.73 70
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ALPHARETTA GA 30022 1 06/09/00 00
0432090397 03 08/01/00 0
VANSENUS O 07/01/30
0
1988430 A50/A50 F 57,600.00 ZZ
240 57,600.00 1
1
215 OLD TOWN ROAD 9.125 522.88 80
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EMPIRE AL 35063 5 06/29/00 00
701513 05 08/01/00 0
701513 O 07/01/20
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1988478 664/G02 F 148,500.00 ZZ
360 148,430.71 4
1624 LARUE AVE 9.750 1,275.85 90
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0432088433 05 07/01/00 25
0003422359 N 06/01/30
0
1988615 637/G02 F 181,500.00 ZZ
360 181,413.05 1
15120 NORTH 102ND STREET 9.625 1,542.73 90
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SCOTTSDALE AZ 85259 1 05/30/00 11
0432091726 03 07/01/00 25
0015404270 O 06/01/30
0
1988624 637/G02 F 50,000.00 ZZ
360 49,976.67 1
968 FELICITY STREET 9.750 429.58 79
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0432093680 05 07/01/00 0
0020840054 N 06/01/30
0
1988638 637/G02 F 108,000.00 ZZ
360 107,950.93 4
3204 STEVENDALE ROAD 9.875 937.82 90
9.625 937.82 120,000.00
BATON ROUGE LA 70819 1 06/01/00 23
0432100162 05 07/01/00 25
0020858890 N 06/01/30
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1988647 811/G02 F 59,500.00 ZZ
360 59,500.00 1
723 SCOTT STREET 9.125 484.11 85
8.875 484.11 70,000.00
MARION VA 24354 1 06/09/00 19
0432098986 05 08/01/00 25
1
FM02800096 N 07/01/30
0
1988649 163/G02 F 120,000.00 ZZ
360 119,930.96 1
16058 26TH AVE NE 8.750 944.04 80
8.500 944.04 150,000.00
SEATTLE WA 98155 1 05/16/00 00
0432098846 05 07/01/00 0
817375413 O 06/01/30
0
1988655 A35/A35 F 487,000.00 T
360 486,747.53 1
333 DEER POINT DRIVE 9.250 4,006.43 79
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196078 03 07/01/00 0
196078 O 06/01/30
0
1988669 T93/G02 F 65,250.00 ZZ
360 65,250.00 1
904 MOUNT ZION ROAD 9.500 548.66 90
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MORROW GA 30260 1 06/15/00 04
0432094654 05 08/01/00 25
004067 N 07/01/30
0
1988700 F36/G02 F 163,800.00 ZZ
360 163,800.00 1
7622 40TH AVENUE COURT EAST 9.625 1,392.28 90
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TACOMA WA 98443 1 06/01/00 14
0432092377 05 08/01/00 25
06401076 O 07/01/30
0
1988741 964/G02 F 137,000.00 ZZ
360 137,000.00 1
6335 BARELA DRICVE 9.375 1,139.50 65
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LAS CRUCES NM 88005 2 06/06/00 00
0432091494 05 08/01/00 0
79197 O 07/01/30
0
1
1988754 964/G02 F 275,000.00 ZZ
360 275,000.00 1
6848 HILLSIDE DRIVE 9.000 2,212.71 79
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CARMICHAEL CA 95608 2 06/05/00 00
0432091569 05 08/01/00 0
78097 O 07/01/30
0
1988767 E11/G02 F 140,000.00 ZZ
360 140,000.00 1
1279 NILES AVENUE 9.250 1,151.75 80
9.000 1,151.75 175,000.00
ST. PAUL MN 55116 1 06/15/00 00
0432091668 05 08/01/00 0
2001023240 N 07/01/30
0
1988819 664/G02 F 36,750.00 ZZ
360 36,733.30 1
905 WEST TREMONT 9.875 319.12 75
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CHAMPAIGN IL 61821 5 06/01/00 00
0432093623 05 07/01/00 0
0003449436 N 06/01/30
0
1988831 664/G02 F 74,925.00 ZZ
360 74,888.14 1
663 BLUEBILL COURT 9.500 630.02 75
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0432092757 05 07/01/00 0
0003269404 N 06/01/30
0
1988843 624/G02 F 53,100.00 ZZ
360 53,100.00 1
3611 N STREET 10.125 470.90 90
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VANCOUVER WA 98663 1 05/31/00 11
0432106177 05 08/01/00 25
81700101213 N 07/01/30
0
1988873 163/G02 F 67,500.00 ZZ
360 67,467.67 4
1619 NORTH 13TH AVENUE 9.625 573.74 90
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1
PASCO WA 99301 1 05/12/00 11
0432099877 05 07/01/00 25
817397813 N 06/01/30
0
1988952 163/G02 F 116,000.00 ZZ
360 115,939.87 1
4702 NE CRESTON AVENUE 9.250 954.30 80
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VANCOUVER WA 98663 5 05/22/00 00
0432099307 05 07/01/00 0
817412364 O 06/01/30
0
1988958 163/G02 F 39,150.00 ZZ
360 39,131.73 1
2128 E PROVIDENCE AVENUE 9.750 336.36 90
9.500 336.36 43,500.00
SPOKANE WA 99207 1 05/15/00 11
0432098630 05 07/01/00 25
817408677 N 06/01/30
0
1988960 163/G02 F 172,300.00 ZZ
360 172,000.44 1
2299 HARRISON AVENUE 8.750 1,355.48 75
8.500 1,355.48 230,000.00
BALDWIN NY 11510 5 03/08/00 00
0432098291 05 05/01/00 0
1000153728 O 04/01/30
0
1988963 163/G02 F 76,000.00 ZZ
360 75,958.48 1
8 RANDALL WOODS DRIVE 9.000 611.52 67
8.750 611.52 114,000.00
MONTAGUE MA 01351 2 05/26/00 00
0432097814 05 07/01/00 0
1000175550 O 06/01/30
0
1988964 F32/G02 F 126,000.00 ZZ
360 126,000.00 1
1945-1947 PATTERSON CIRCLE 9.500 1,059.48 90
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LAWRENCEVILLE GA 30044 1 06/15/00 14
0432114783 05 08/01/00 25
407054006 N 07/01/30
0
1
1988967 163/G02 F 100,000.00 ZZ
360 99,955.76 3
394 MANCHESTER STREET 10.000 877.57 80
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MANCHESTER NH 03103 5 05/31/00 00
0432097673 05 07/01/00 0
3217424245 N 06/01/30
0
1988971 163/G02 F 476,000.00 ZZ
360 476,000.00 3
1039 BLOOMFIELD STREET 9.250 3,915.94 80
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HOBOKEN NJ 07030 1 06/02/00 00
0432096543 05 08/01/00 0
1000159269 O 07/01/30
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1988974 163/G02 F 374,400.00 T
360 374,210.93 1
13 50TH STREET A 9.375 3,114.07 90
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SEA ISLE CITY NJ 08243 1 05/24/00 11
0432096394 07 07/01/00 25
1000215063 O 06/01/30
0
1988977 163/G02 F 60,000.00 ZZ
360 59,969.70 1
5201 NW 2ND AVENUE #512 9.375 499.05 78
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BOCA RATON FL 33487 1 05/30/00 00
0432095958 08 07/01/00 0
7717418049 O 06/01/30
0
1988980 163/G02 F 50,000.00 ZZ
360 49,973.39 1
649 OCOTILLO DRIVE 9.125 406.82 33
8.875 406.82 154,000.00
VISTA CA 92083 5 05/10/00 00
0432096188 05 07/01/00 0
1417405939 O 06/01/30
0
1988984 P80/G02 F 132,700.00 ZZ
360 132,700.00 1
1
4235 HILLSBOROUGH DRIVE 10.000 1,164.54 80
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SNELLVILLE GA 30039 1 06/13/00 00
0432111748 05 08/01/00 0
130415590 O 07/01/30
0
1989003 163/G02 F 276,000.00 ZZ
360 275,845.27 1
10 GAINSVILLE DRIVE 8.875 2,195.98 80
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PLAINSVIEW NY 11803 1 05/30/00 00
0432096147 05 07/01/00 0
1000221633 O 06/01/30
0
1989010 163/G02 F 215,200.00 ZZ
360 215,088.43 1
140 CHANDLER ST #3 9.250 1,770.40 80
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BOSTON MA 02118 1 05/15/00 00
0432096246 01 07/01/00 0
1000201639 O 06/01/30
0
1989022 163/G02 F 40,500.00 ZZ
360 40,479.00 3
1 PORTER AVENUE 9.250 333.19 90
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BATAVIA NY 14020 1 05/23/00 04
0432096485 05 07/01/00 25
1000187875 N 06/01/30
0
1989023 664/G02 F 49,000.00 ZZ
360 48,978.89 2
2310 BARNUM AVENUE 10.125 434.55 70
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STRATFORD CT 06615 1 06/06/00 00
0432098564 05 07/01/00 0
0003386679 N 06/01/30
0
1989026 664/G02 F 64,400.00 ZZ
360 64,372.26 2
2318 BARNUM AVENUE 10.125 571.12 70
514 BRUCE AVENUE 9.875 571.12 92,000.00
STRATFORD CT 06615 1 06/06/00 00
0432098796 05 07/01/00 0
1
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0
1989045 U05/G02 F 352,000.00 ZZ
360 351,786.75 1
6604 KAUNA STREET 8.500 2,706.58 80
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HONOLULU HI 96825 1 05/25/00 00
0432106342 05 07/01/00 0
3040557 O 06/01/30
0
1989053 U05/G02 F 110,000.00 ZZ
360 109,939.92 1
400 E RANDOLPH DRIVE 2223 9.000 885.08 79
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CHICAGO IL 60601 1 05/30/00 00
0432106722 06 07/01/00 0
3035020 O 06/01/30
0
1989056 U05/G02 F 140,400.00 ZZ
360 140,330.94 1
13744 GOLDEN MANTEL ROAD 9.500 1,180.56 90
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CROOKED RIVER R OR 97760 2 05/24/00 14
0432106516 05 07/01/00 25
3033564 O 06/01/30
0
1989105 253/253 F 40,500.00 ZZ
360 40,478.44 2
77-79 N WAVERLY ST 9.125 329.53 90
8.875 329.53 45,000.00
COLUMBUS OH 43213 1 05/31/00 10
952901 05 07/01/00 25
952901 N 06/01/30
0
1989108 E47/G02 F 57,400.00 ZZ
360 57,400.00 1
4980 SPRINGHILL DRIVE 9.625 487.89 80
9.375 487.89 71,800.00
PENSACOLA FL 32503 1 06/08/00 00
0432131720 05 08/01/00 0
7361010121 O 07/01/30
0
1
1989165 163/G02 F 125,000.00 ZZ
360 125,000.00 1
21 ROBINSON AVENUE 8.875 994.56 66
8.625 994.56 190,000.00
GLEN COVE NY 11542 5 06/07/00 00
0432101095 05 08/01/00 0
1000192517 O 07/01/30
0
1989168 163/G02 F 258,000.00 ZZ
360 257,851.56 1
2 BELM LANE 8.750 2,029.69 89
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OGUNQUIT ME 03907 1 05/16/00 04
0432101137 05 07/01/00 25
1000208085 N 06/01/30
0
1989170 163/G02 F 96,000.00 ZZ
360 95,948.91 1
805 COOPER AVE 9.125 781.09 80
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COLUMBUS GA 31906 1 05/31/00 00
0432131761 05 07/01/00 0
7717409352 O 06/01/30
0
1989172 163/G02 F 49,500.00 ZZ
360 49,477.50 2
92 STILLWATER AVENUE 9.875 429.84 90
9.625 429.84 55,000.00
BANGOR ME 04401 1 05/31/00 11
0432100105 05 07/01/00 25
1000172841 N 06/01/30
0
1989176 163/G02 F 104,000.00 ZZ
360 104,000.00 1
1569 MARSHA LANE 9.250 855.58 80
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ARBOR VITAE WI 54568 1 06/14/00 00
0432100170 05 08/01/00 0
3917326945 O 07/01/30
0
1989182 163/G02 F 477,000.00 ZZ
360 477,000.00 1
5401 LA JOLLA MESA DRIVE 9.625 4,054.45 90
9.375 4,054.45 530,000.00
1
LA JOLLA CA 92037 1 06/01/00 11
0432101301 05 08/01/00 25
1417433972 O 07/01/30
0
1989184 637/G02 F 82,950.00 ZZ
360 82,703.49 4
223 NORTH ACADIA 8.875 659.99 79
8.625 659.99 105,000.00
WICHITA KS 67212 5 05/25/00 00
0432106029 05 07/01/00 0
19659846 N 06/01/30
0
1989190 637/G02 F 181,800.00 ZZ
360 181,800.00 4
3315 WEST LOMA LANE 10.125 1,612.25 90
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PHOENIX AZ 85051 1 06/02/00 11
0432105955 03 08/01/00 25
15407034 N 07/01/30
0
1989194 637/G02 F 350,000.00 ZZ
360 350,000.00 1
5711 MARSH HAWK DRIVE 9.250 2,879.37 70
9.000 2,879.37 503,842.00
SANTA ROSA CA 95409 1 06/01/00 00
0432118677 05 08/01/00 0
13838214 N 07/01/30
0
1989195 637/G02 F 68,000.00 ZZ
360 68,000.00 1
10220 W 25TH AVENUE 9.250 559.42 39
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LAKEWOOD CO 80215 1 06/02/00 00
0432105542 05 08/01/00 0
15004807 O 07/01/30
0
1989202 253/253 F 184,500.00 ZZ
360 184,500.00 1
805 MOUNTAIN MEADOWS DR 9.125 1,501.16 90
8.875 1,501.16 205,000.00
GOLDEN CO 80403 1 06/07/00 14
953701 05 08/01/00 25
953701 O 07/01/30
0
1
1989206 H19/G02 F 44,910.00 ZZ
360 44,910.00 1
3303 EAST 8TH STREET 9.375 373.54 90
9.125 373.54 49,900.00
DES MOINES IA 50316 1 06/13/00 12
0432101707 05 08/01/00 25
2197143 N 07/01/30
0
1989263 F32/G02 F 89,900.00 ZZ
360 89,900.00 2
454/456 BIRNEY STREET NE 9.500 755.93 90
9.250 755.93 99,900.00
MARIETTA GA 30060 1 06/15/00 14
0432114759 05 08/01/00 25
NA N 07/01/30
0
1989267 664/G02 F 74,900.00 ZZ
360 74,863.16 1
320 COLONY COURT 9.500 629.80 75
9.250 629.80 99,900.00
KISSIMMEE FL 34758 1 06/01/00 00
0432100212 03 07/01/00 0
3270014 N 06/01/30
0
1989284 664/G02 F 400,000.00 ZZ
360 399,818.27 1
3109 VIA VIEJAS 9.875 3,473.40 76
9.625 3,473.40 530,000.00
ALPINE CA 91901 1 05/31/00 00
0432100204 03 07/01/00 0
0003417169 O 06/01/30
0
1989291 P59/G02 F 225,000.00 ZZ
360 225,000.00 1
159 AVIS STREET 8.750 1,770.08 69
8.500 1,770.08 330,000.00
ARROYO GRANDE CA 93420 5 06/07/00 00
0432101020 05 08/01/00 0
AT000180 O 07/01/30
0
1989317 F42/G02 F 42,750.00 ZZ
360 42,730.05 1
1
19 LYONS AVENUE 9.750 367.29 90
9.500 367.29 47,500.00
NEWARK NJ 07112 1 05/05/00 01
0432114734 08 07/01/00 25
10003323 N 06/01/30
0
1989415 G52/G02 F 154,800.00 ZZ
360 154,800.00 4
4312 ACROPOLIS COURT 10.125 1,372.80 90
9.875 1,372.80 172,000.00
AUSTIN TX 78759 1 06/01/00 10
0432115046 05 08/01/00 30
74500799 N 07/01/30
0
1989552 P44/G02 F 116,800.00 ZZ
360 116,800.00 1
36 LAWNDALE AVENUE 9.375 971.48 80
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SAUGUS MA 01906 1 06/21/00 00
0432123438 05 08/01/00 0
99999 O 07/01/30
0
1989563 624/G02 F 151,750.00 ZZ
360 151,681.06 4
1611 VAN ZANTEN DRIVE 9.875 1,317.72 90
9.625 1,317.72 168,664.00
KILLEEN TX 76541 1 05/26/00 14
0432101632 05 07/01/00 25
82300200263 N 06/01/30
0
1989570 T44/G02 F 421,500.00 ZZ
360 421,500.00 1
430 BLACK POINT LN 8.625 3,278.38 90
8.375 3,278.38 470,000.00
PORTSMOUTH RI 02871 1 06/19/00 10
0432123511 05 08/01/00 25
009013342 O 07/01/30
0
1989580 A52/G02 F 282,200.00 ZZ
360 282,200.00 1
2585 BLYTH LANE 8.875 2,245.31 85
8.625 2,245.31 332,000.00
SNELLVILLE GA 30078 5 06/16/00 11
0432101665 05 08/01/00 12
1
10965 O 07/01/30
0
1989583 A50/A50 F 108,100.00 ZZ
360 108,049.56 2
218 WEST 36TH STREET 9.750 928.75 62
9.500 928.75 175,000.00
SAVANNAH GA 31401 2 05/19/00 00
130822 05 07/01/00 0
130822 N 06/01/30
0
1989589 H19/G02 F 235,000.00 ZZ
360 235,000.00 1
484 PARKSIDE 9.875 2,040.62 74
9.625 2,040.62 320,000.00
ELMHURST IL 60126 5 06/07/00 00
0432116002 05 08/01/00 0
0002197226 O 07/01/30
0
1989613 637/G02 F 107,000.00 ZZ
360 106,941.55 1
136 BROWER STREET 9.000 860.95 63
8.750 860.95 170,000.00
DECATUR GA 30030 5 06/05/00 00
0432102077 05 07/01/00 0
0012076766 O 06/01/30
0
1989615 637/G02 F 30,750.00 T
360 30,750.00 1
3033 E DEVONSHIRE AVE 9.125 250.20 75
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PHOENIX AZ 85016 1 06/07/00 00
0432102150 01 08/01/00 0
0021010772 O 07/01/30
0
1989625 637/G02 F 380,000.00 ZZ
360 380,000.00 1
2355 PINE GROVE DRIVE NW 9.250 3,126.17 80
9.000 3,126.17 475,000.00
ATLANTA GA 30318 1 06/05/00 00
0432102432 05 08/01/00 0
0012077392 O 07/01/30
0
1
1989634 183/G02 F 320,000.00 ZZ
360 319,842.59 1
259 BEACH 139TH STREET 9.500 2,690.74 80
9.250 2,690.74 400,000.00
BELLE HARBOR NY 11694 1 06/19/00 00
0432115426 05 07/19/00 0
800418963 O 06/19/30
0
1989658 637/G02 F 321,600.00 ZZ
360 321,600.00 1
412 ORCHID LANE 9.375 2,674.91 80
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OZONA FL 34660 1 06/09/00 00
0432103737 05 08/01/00 0
8775801 O 07/01/30
0
1989662 T44/G02 F 58,500.00 ZZ
360 58,500.00 4
124 JULIAN STREET 10.125 518.79 90
9.875 518.79 65,000.00
PROVIDENCE RI 02906 1 06/14/00 01
0432123461 05 08/01/00 25
547893 N 07/01/30
0
1989663 637/G02 F 186,000.00 ZZ
360 185,903.57 1
417 LOTUS COURT 9.250 1,530.18 80
9.000 1,530.18 232,500.00
REDLANDS CA 92373 1 05/31/00 00
0432102747 05 07/01/00 0
0018610360 O 06/01/30
0
1989691 U05/G02 F 93,500.00 ZZ
360 93,454.01 1
3561 NW 113 TERRACE 9.500 786.20 83
9.125 786.20 113,500.00
SUNRISE FL 33323 1 05/26/00 01
0432116135 05 07/01/00 12
3038096 O 06/01/30
0
1989833 253/253 F 69,140.00 ZZ
360 69,140.00 1
3709 MANDY DRIVE 9.375 575.08 88
9.125 575.08 79,000.00
1
GRANBURY TX 76048 2 06/12/00 14
948392 05 08/01/00 25
948392 N 07/01/30
0
1989854 R43/G02 F 73,800.00 ZZ
360 73,800.00 1
11418 DURANT 9.750 634.06 90
9.500 634.06 82,000.00
CLEVELAND OH 44108 1 06/16/00 04
0432106979 05 08/01/00 25
000003749 N 07/01/30
0
1989863 E47/G02 F 37,500.00 ZZ
360 37,500.00 1
934 FREMONT AVENUE 10.125 332.56 73
9.875 332.56 52,000.00
PENSACOLA FL 32505 2 06/15/00 00
0432118628 05 08/01/00 0
7361010123 N 07/01/30
0
1989866 K15/G02 F 86,900.00 ZZ
360 86,864.52 1
720 ORLANDO AVENUE 10.375 786.80 92
10.125 786.80 95,000.00
AKRON OH 44320 5 05/25/00 27
0432123180 05 07/01/00 30
028005300845 O 06/01/30
0
1989874 E47/G02 F 45,600.00 ZZ
360 45,600.00 1
901 FREMONT AVENUE 10.125 404.39 80
9.875 404.39 57,000.00
PENSACOLA FL 32505 2 06/15/00 00
0432118651 05 08/01/00 0
7361010122 N 07/01/30
0
1989880 K15/G02 F 118,800.00 ZZ
360 118,744.57 1
11900 NORTH CO ROAD 1000 WEST 9.750 1,020.68 90
9.500 1,020.68 132,000.00
GASTON IN 47342 5 05/03/00 11
0432118875 05 07/01/00 25
027605301212 O 06/01/30
0
1
1989888 U05/G02 F 211,500.00 ZZ
360 211,398.68 4
1929 ARPA WAY 9.625 1,797.73 90
9.375 1,797.73 235,000.00
LAS VEGAS NV 89108 1 05/11/00 01
0432117547 05 07/01/00 25
3036598 N 06/01/30
0
1989909 623/G02 F 80,000.00 ZZ
360 79,958.53 1
31470 TERRY PARK ROAD 9.250 658.14 73
9.000 658.14 110,000.00
PALMYRA IL 62674 1 05/31/00 00
0432109577 05 07/01/00 0
5264158 O 06/01/30
0
1989920 U05/G02 F 283,500.00 ZZ
360 283,353.03 1
22295 TUMBLEWEED DRIVE 9.250 2,332.28 90
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CANYON LAKE CA 92587 1 05/05/00 11
0432110237 05 07/01/00 25
3036256 O 06/01/30
0
1989946 K15/G02 F 52,800.00 ZZ
360 52,800.00 1
808 VIRGINIA STREET 10.375 478.05 80
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RAVENSWOOD WV 26164 5 06/06/00 00
0432112639 05 08/01/00 0
001280005300702 O 07/01/30
0
1989955 U05/G02 F 50,000.00 ZZ
360 49,977.88 4
1070 HIATT STREET 10.000 438.79 53
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LEBANON OR 97355 5 05/23/00 00
0432123776 05 07/01/00 0
3036166 N 06/01/30
0
1989999 G81/G02 F 168,000.00 ZZ
360 168,000.00 1
1
8325 S.W.90 STREET 9.375 1,397.34 88
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MIAMI FL 33156 1 06/19/00 10
0432111797 05 08/01/00 25
200006033 O 07/01/30
0
1990002 M46/G02 F 85,600.00 ZZ
360 85,600.00 1
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NOGALES AZ 85621 1 06/08/00 00
0432117562 03 08/01/00 0
6780331 O 07/01/30
0
1990014 U05/G02 F 164,000.00 ZZ
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11542 GARRICK AVENUE 8.750 1,290.19 80
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3044650 O 06/01/30
0
1990026 637/G02 F 117,000.00 ZZ
360 117,000.00 1
2619 SPEAR POINTE COURT 10.125 1,037.59 75
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MARIETTA GA 30068 5 06/12/00 00
0432113876 05 08/01/00 0
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0
1990029 369/G02 F 268,850.00 ZZ
360 268,714.23 1
411 WESTCHESTER BLVD 9.375 2,236.16 95
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NOBLESVILLE IN 46060 1 05/18/00 01
0432115434 03 07/01/00 30
0072087604 O 06/01/30
0
1990030 369/G02 F 63,000.00 ZZ
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0432115012 05 07/01/00 25
1
0072145931 N 06/01/30
0
1990033 L16/G02 F 94,000.00 ZZ
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PAWTUCKET RI 02860 5 05/23/00 00
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00040034 O 06/01/30
0
1990035 Q64/G02 F 58,500.00 ZZ
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0
1990036 369/G02 F 188,000.00 ZZ
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72122526 O 06/01/30
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1990038 369/G02 F 225,000.00 ZZ
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PHOENIX AZ 85003 1 05/11/00 01
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1
1990046 369/G02 F 166,000.00 ZZ
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0072288566 O 06/01/30
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MESA AZ 85205 1 05/18/00 01
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0
1990050 369/G02 F 150,000.00 ZZ
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0
1990052 369/G02 F 67,500.00 ZZ
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1990055 A33/G02 F 96,000.00 ZZ
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2625 SHIMMONS 9.125 781.09 71
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AUBURN HILLS MI 48326 1 06/16/00 00
0432116457 05 08/01/00 0
1000270 O 07/01/30
0
1990056 369/G02 F 37,700.00 ZZ
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0
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0072257728 O 06/01/30
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1990058 183/G02 F 190,000.00 ZZ
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800454227 O 06/21/30
0
1990060 H76/G02 F 225,000.00 ZZ
360 225,000.00 1
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0432115160 05 08/01/00 0
2000350616 O 07/01/30
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1990062 E45/G02 F 172,800.00 ZZ
360 172,800.00 1
1122 N CLARK #3105 10.125 1,532.43 90
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43000022 N 07/01/30
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1
1990066 877/G02 F 135,000.00 ZZ
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0432115145 01 08/01/00 0
2001198076 O 07/01/30
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1990072 Q64/G02 F 38,047.00 ZZ
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0432116861 05 08/01/00 25
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1990075 964/G02 F 400,000.00 T
360 400,000.00 1
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CAMBRIA CA 93428 1 06/14/00 10
0432114130 05 08/01/00 25
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0
1990084 637/G02 F 127,500.00 ZZ
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CHAMBLEE GA 30341 5 06/12/00 00
0432115699 05 08/01/00 0
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0
1990099 624/G02 F 306,200.00 ZZ
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7566 WINDY RIDGE ROAD 8.750 2,408.88 80
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SAN DIEGO CA 92126 1 06/01/00 00
0432118925 05 08/01/00 0
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1990113 U05/G02 F 75,050.00 ZZ
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1
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0432119154 05 07/01/00 0
3045194 N 06/01/30
0
1990119 U05/G02 F 140,800.00 ZZ
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1990123 U05/G02 F 345,000.00 ZZ
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SCOTSDALE AZ 85254 5 06/13/00 00
0432115863 05 08/01/00 0
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217417942 O 07/01/30
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1000204445 O 07/01/30
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2740290 O 07/01/30
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80058 O 07/01/30
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80645 O 07/01/30
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1990501 637/G02 F 124,300.00 ZZ
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1990504 637/G02 F 40,000.00 ZZ
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1990525 964/G02 F 124,000.00 ZZ
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0432125946 05 08/01/00 0
79857 O 07/01/30
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1990570 964/G02 F 447,200.00 ZZ
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0432122141 03 08/01/00 0
78777 O 07/01/30
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79316 O 07/01/30
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0432123867 05 08/01/00 25
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0432124493 05 08/01/00 0
21641113 O 07/01/30
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0432125078 05 08/01/00 25
20622023 O 07/01/30
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1990988 F18/G02 F 264,000.00 ZZ
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0432131340 05 08/01/00 0
R02656 O 07/01/30
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137093830 O 07/01/30
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VC1035 O 07/01/30
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3310232 956/G02 F 89,600.00 ZZ
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0431993948 05 05/01/00 30
52800087 O 04/01/30
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3412280 601/G02 F 44,100.00 ZZ
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60184231 N 05/01/30
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AUSTIN TX 78704 1 05/02/00 04
0411928625 05 06/01/00 25
0411928625 N 05/01/30
0
3422958 E22/G02 F 228,000.00 ZZ
360 227,729.81 1
3439 NORTH FOOTHILL DRIVE 8.625 1,773.36 76
8.375 1,773.36 300,000.00
PROVO UT 84604 5 04/20/00 00
0411907454 05 06/01/00 0
0411907454 O 05/01/30
0
3423019 E22/G02 F 152,000.00 ZZ
360 151,810.38 1
2200 NE 15 AVENUE 8.375 1,155.31 80
8.125 1,155.31 190,000.00
WILTON MANORS FL 33305 1 05/04/00 00
0411948870 05 06/01/00 0
0411948870 O 05/01/30
0
3428325 560/560 F 36,000.00 ZZ
360 35,931.98 1
170 REEFRIDGE 9.750 309.30 80
9.500 309.30 45,000.00
SAN ANTONIO TX 78242 5 02/29/00 04
501608806 05 04/01/00 12
501608806 N 03/01/30
0
3428326 560/560 F 37,600.00 ZZ
360 37,528.94 1
175 FLAIR DRIVE 9.750 323.05 80
9.500 323.05 47,000.00
SAN ANTONIO TX 78227 5 03/03/00 00
501609804 05 04/01/00 0
501609804 N 03/01/30
0
3429341 E22/G02 F 199,500.00 ZZ
360 199,416.34 4
8226 US HIGHWAY 24 WEST 10.250 1,787.72 95
10.000 1,787.72 210,000.00
CASCADE CO 80909 1 05/09/00 01
0411937360 05 07/01/00 30
1
0411937360 O 06/01/30
0
3430941 721/G02 F 50,000.00 ZZ
360 49,943.71 1
188 SUNRISE SHORES 8.875 397.83 59
8.625 397.83 85,000.00
HARRODSBURG KY 40330 1 04/26/00 00
0432027266 05 06/01/00 0
7850027832 O 05/01/30
0
3435046 E22/G02 F 130,000.00 ZZ
360 129,927.12 1
311 BEN HOGAN DRIVE 8.875 1,034.34 75
8.625 1,034.34 174,000.00
MISSOULA MT 59803 1 05/11/00 00
0411936917 05 07/01/00 0
0411936917 O 06/01/30
0
3437106 K88/G02 F 176,000.00 ZZ
360 175,911.12 1
7 GERARD DRIVE 9.375 1,463.88 78
9.125 1,463.88 226,000.00
WALDWICK NJ 07463 1 05/08/00 00
0432088672 05 07/01/00 0
25099 O 06/01/30
0
3439376 076/076 F 68,000.00 ZZ
360 67,919.41 1
611 EAST NORTH STREET 8.625 528.90 80
8.375 528.90 85,000.00
FAYETTEVILLE AR 72701 1 04/12/00 00
8010815 05 06/01/00 0
8010815 O 05/01/30
0
3444902 664/G02 F 53,100.00 ZZ
360 53,043.27 2
113-115 ARGYLE 9.125 432.04 90
8.875 432.04 59,000.00
BURLINGTON IA 52601 1 04/24/00 11
0432099539 05 06/01/00 25
0003433711 N 05/01/30
0
1
3446842 E22/G02 F 42,400.00 ZZ
360 42,382.22 1
5118 CONDOR STREET 10.250 379.95 80
10.000 379.95 53,000.00
VIRGINIA BEACH VA 23462 1 05/16/00 00
0411931835 07 07/01/00 0
0411931835 N 06/01/30
0
3446848 E22/G02 F 176,500.00 ZZ
360 176,410.87 1
9310 SW KLAMATH COURT 9.375 1,468.04 95
9.125 1,468.04 186,000.00
TUALATIN OR 97062 5 05/04/00 01
0411937782 05 07/01/00 30
0411937782 O 06/01/30
0
3450635 A06/G02 F 189,000.00 ZZ
360 188,803.27 1
14022 RUNNYMEDE 9.250 1,554.86 90
9.000 1,554.86 210,000.00
LOS ANGELES CA 91405 2 04/28/00 14
0432059384 05 06/01/00 25
021000020001704 O 05/01/30
0
3452678 405/405 F 210,000.00 ZZ
360 209,648.85 1
438 WEST AVENUE 45 8.625 1,633.36 90
8.375 1,633.36 234,000.00
LOS ANGELES CA 90065 1 04/05/00 14
16587859 05 06/01/00 25
16587859 O 05/01/30
0
3452679 405/405 F 230,400.00 ZZ
360 230,081.84 1
5861 SOUTH ORLANDO AVENUE 7.875 1,670.56 80
7.625 1,670.56 288,000.00
LOS ANGELES CA 90056 1 04/17/00 00
16591273 05 06/01/00 0
16591273 O 05/01/30
0
3452686 405/405 F 300,000.00 ZZ
360 299,644.49 1
746 CALLE DE LOS AMIGOS 8.625 2,333.37 70
8.375 2,333.37 430,000.00
1
SANTA BARBARA CA 93105 1 04/21/00 00
16622029 03 06/01/00 0
16622029 N 05/01/30
0
3452688 405/405 F 101,650.00 ZZ
360 101,538.78 1
320 PICCADILLY DRIVE 9.125 827.06 95
8.875 827.06 107,000.00
WINSTON SALEM NC 27104 1 04/14/00 14
16623407 05 06/01/00 30
16623407 O 05/01/30
0
3452703 405/405 F 246,518.00 ZZ
360 246,360.80 1
6574 COBIA CIRCLE 8.250 1,852.01 90
7.750 1,852.01 273,909.00
BOYNTON BEACH FL 33437 1 05/08/00 10
16497539 03 07/01/00 25
16497539 O 06/01/30
0
3452711 405/405 F 297,900.00 ZZ
360 297,732.99 1
11604 TRIDENS COURT 8.875 2,370.23 95
8.375 2,370.23 313,619.00
AUSTIN TX 78750 1 05/10/00 10
16633695 05 07/01/00 30
16633695 O 06/01/30
0
3455443 E22/G02 F 72,000.00 ZZ
360 71,963.64 1
8110 COATBRIDGE LANE EAST 9.375 598.86 90
9.125 598.86 80,000.00
JACKSONVILLE FL 32244 1 05/18/00 10
0411905441 03 07/01/00 35
0411905441 O 06/01/30
0
3458276 E22/G02 F 316,000.00 ZZ
360 315,836.18 1
950 PULLEN ROAD 9.250 2,599.65 80
9.000 2,599.65 395,000.00
ROCKWALL TX 75032 1 05/19/00 00
0411968597 05 07/01/00 0
0411968597 O 06/01/30
0
1
3461858 E22/G02 F 212,000.00 ZZ
360 211,901.09 1
325 WILCOX 9.750 1,821.41 68
9.500 1,821.41 315,000.00
ROCHESTER MI 48307 5 05/16/00 00
0411842784 05 07/01/00 0
0411842784 O 06/01/30
0
3461863 E22/G02 F 105,000.00 ZZ
360 104,906.71 4
763,765,767 AND 769 NORTH 10.000 921.45 43
200 EAST 9.750 921.45 247,000.00
OREM UT 84059 5 04/20/00 00
0411907439 05 06/01/00 0
0411907439 N 05/01/30
0
3461877 E22/G02 F 350,000.00 ZZ
360 349,798.63 1
29141 GIMPL HILL ROAD 8.750 2,753.45 42
8.500 2,753.45 850,000.00
EUGENE OR 97402 5 05/12/00 00
0411955669 05 07/01/00 0
0411955669 O 06/01/30
0
3461881 E22/G02 F 104,000.00 T
360 103,947.48 1
2191 S KIHEI ROAD 9.375 865.02 80
UNIT # 2220 9.125 865.02 130,000.00
KIHEI HI 96753 1 05/15/00 00
0411962046 01 07/01/00 0
0411962046 O 06/01/30
0
3465861 E22/G02 F 23,400.00 ZZ
360 23,389.37 2
15818 CHERRYLAWN 9.875 203.19 90
9.625 203.19 26,000.00
DETROIT MI 48221 1 05/23/00 04
0411888316 05 07/01/00 25
0411888316 N 06/01/30
0
3465877 E22/G02 F 54,000.00 ZZ
360 53,974.13 2
1
404-406 WEST HIGHLAND STREET 9.625 458.99 90
9.375 458.99 60,000.00
DENTON TX 76201 1 05/19/00 01
0411943657 05 07/01/00 30
0411943657 N 06/01/30
0
3466858 637/G02 F 92,000.00 ZZ
360 91,691.74 1
283 UNION PLACE 9.625 781.99 80
9.375 781.99 115,000.00
LOS ANGELES CA 90026 1 04/17/00 00
0432058683 05 06/01/00 0
0018198788 N 05/01/30
0
3469403 E22/G02 F 65,350.00 ZZ
360 65,313.37 1
4703 HARPERS BEND DRIVE 8.875 519.95 77
8.625 519.95 85,000.00
SAN ANTONIO TX 78217 2 05/19/00 00
0411954522 05 07/01/00 0
0411954522 O 06/01/30
0
3469408 E22/G02 F 69,500.00 ZZ
360 69,468.43 2
1211 & 1213 ASBURY COURT 9.875 603.50 90
9.625 603.50 77,250.00
SAGINAW MI 48602 1 05/24/00 04
0411958309 05 07/01/00 25
0411958309 N 06/01/30
0
3469413 E22/G02 F 105,600.00 ZZ
360 105,546.67 1
5910 ROYAL POINT DRIVE 9.375 878.33 80
9.125 878.33 132,000.00
SAN ANTONIO TX 78239 2 05/19/00 00
0411968936 05 07/01/00 0
0411968936 O 06/01/30
0
3469415 E22/G02 F 214,000.00 ZZ
360 213,886.12 1
2770 SWEET WILLOW LANE 9.125 1,741.17 80
8.875 1,741.17 267,500.00
LAS VEGAS NV 89135 1 05/19/00 00
0411969223 03 07/01/00 0
1
0411969223 O 06/01/30
0
3469420 E22/G02 F 152,000.00 ZZ
360 151,927.19 1
131 FALLS VIEW TRAIL 9.625 1,291.98 69
9.375 1,291.98 223,000.00
LAKE LURE NC 28746 2 05/19/00 00
0411973662 05 07/01/00 0
0411973662 O 06/01/30
0
3469774 637/G02 F 101,200.00 ZZ
360 101,100.04 1
819 BELLEFONTE AVENUE 9.500 850.95 75
9.250 850.95 135,000.00
LOCK HAVEN PA 17745 5 04/28/00 00
0432063139 05 06/01/00 0
0014558068 O 05/01/30
0
3469807 S11/G02 F 88,000.00 ZZ
360 87,905.98 1
4354 51ST STREET 9.125 716.00 80
8.875 716.00 110,000.00
SAN DIEGO CA 92115 1 04/27/00 00
0432109841 05 06/01/00 0
10200554 N 05/01/30
0
3470433 076/076 F 230,000.00 ZZ
360 229,754.27 1
32411 SHERIDAN 9.125 1,871.36 80
8.875 1,871.36 287,500.00
BEVERLY HILLS MI 48025 1 04/27/00 00
5981811 05 06/01/00 0
5981811 O 05/01/30
0
3470435 076/076 F 78,000.00 ZZ
360 77,920.93 1
346 WEST ELEVENTH STREET 9.375 648.76 65
9.125 648.76 120,000.00
PITTSBURG CA 94565 5 04/14/00 00
9260094 05 06/01/00 0
9260094 N 05/01/30
0
1
3470436 076/076 F 92,000.00 ZZ
360 91,904.25 1
2016 FAIR MEADOW DRIVE 9.250 756.86 80
9.000 756.86 115,000.00
EDMOND OK 73003 1 04/21/00 00
9280701 05 06/01/00 0
9280701 O 05/01/30
0
3470437 076/076 F 152,000.00 ZZ
360 151,828.95 1
675 NEW STREET 8.875 1,209.38 80
8.625 1,209.38 190,000.00
UNIONDALE NY 11553 2 04/20/00 00
9445695 05 06/01/00 0
9445695 O 05/01/30
0
3470439 076/076 F 183,750.00 ZZ
360 183,543.20 1
2479 MORGANS MILL ROAD 8.875 1,462.00 75
8.625 1,462.00 245,000.00
BLUEMONT VA 20135 1 04/18/00 00
9504207 05 06/01/00 0
9504207 O 05/01/30
0
3470440 076/076 F 40,000.00 ZZ
360 39,953.81 1
35 RED OAK RUN 8.750 314.68 55
8.500 314.68 73,000.00
WINTERVILLE GA 30683 1 05/03/00 00
9554437 05 06/01/00 0
9554437 O 05/01/30
0
3470442 076/076 F 63,900.00 ZZ
360 63,833.49 1
2120 LOUISIANA 9.250 525.69 80
9.000 525.69 79,900.00
LAWRENCE KS 66047 1 04/17/00 00
9868184 05 06/01/00 0
9868184 N 05/01/30
0
3470443 076/076 F 135,500.00 ZZ
360 135,355.24 2
47 VIOLET PLACE 9.125 1,102.47 73
8.875 1,102.47 186,000.00
1
EDISON NJ 08810 5 04/21/00 00
9934203 05 06/01/00 0
9934203 O 05/01/30
0
3470444 076/076 F 84,000.00 ZZ
360 83,900.44 1
9 ALARCON LANE 8.625 653.35 80
8.375 653.35 105,000.00
HOT SPRINGS VIL AR 71909 1 04/21/00 00
9965023 03 06/01/00 0
9965023 O 05/01/30
0
3470987 601/G02 F 213,000.00 ZZ
360 212,892.43 1
8053 POPLARWOOD ROAD 9.375 1,771.63 80
9.125 1,771.63 266,821.00
NASHVILLE TN 37221 1 05/04/00 00
0432090124 03 07/01/00 0
6018969 O 06/01/30
0
3471005 601/G02 F 210,500.00 ZZ
360 210,401.78 1
130 SWEETWATER DR 9.750 1,808.53 90
9.500 1,808.53 233,900.00
FAYETTEVILLE GA 30214 1 05/17/00 11
0432055747 05 07/01/00 25
60197514 O 06/01/30
0
3471156 601/G02 F 126,000.00 ZZ
360 125,929.35 2
2297 NEIL AVE 8.875 1,002.52 90
8.625 1,002.52 140,000.00
COLUMBUS OH 43201 2 05/10/00 10
0432055689 05 07/01/00 25
60178720 O 06/01/30
0
3471178 601/G02 F 89,100.00 ZZ
360 89,058.43 3
331 E CHESTNUT ST 9.750 765.51 90
9.500 765.51 99,000.00
COATESVILLE PA 19320 1 05/16/00 11
0432055754 05 07/01/00 25
60193711 N 06/01/30
0
1
3472655 E22/G02 F 96,000.00 ZZ
360 95,937.02 1
26030 WAYSIDE DRIVE 8.750 755.23 95
8.500 755.23 102,000.00
MADERA CA 93638 2 05/05/00 01
0411918014 05 07/01/00 30
0411918014 O 06/01/30
0
3472659 E22/G02 F 72,000.00 ZZ
360 71,964.58 2
6869 FORRER 9.500 605.42 80
9.250 605.42 90,000.00
DETROIT MI 48228 5 05/10/00 00
0411940588 05 07/01/00 0
0411940588 O 06/01/30
0
3472663 E22/G02 F 74,450.00 ZZ
360 74,415.27 2
3413-3415 ORCHARD AVENUE 9.750 639.64 90
9.500 639.64 82,750.00
FOREST HILL TX 76140 1 05/25/00 10
0411949910 05 07/01/00 25
0411949910 N 06/01/30
0
3472666 E22/G02 F 52,800.00 ZZ
360 52,777.25 1
23815 DORMONT AVE. 10.125 468.25 80
9.875 468.25 66,000.00
WARREN MI 48091 5 05/25/00 00
0411954530 05 07/01/00 0
0411954530 N 06/01/30
0
3472667 E22/G02 F 54,400.00 ZZ
360 54,376.56 1
413 W. GARFIELD AVE. 10.125 482.44 80
9.875 482.44 68,000.00
HAZEL PARK MI 48030 5 05/25/00 00
0411954944 05 07/01/00 0
0411954944 N 06/01/30
0
3472668 E22/G02 F 59,200.00 ZZ
360 59,174.50 1
1
23085 HARDING 10.125 525.00 80
9.875 525.00 74,000.00
HAZEL PARK MI 48030 5 05/25/00 00
0411955008 05 07/01/00 0
0411955008 N 06/01/30
0
3472669 E22/G02 F 55,800.00 ZZ
360 55,768.72 1
424 WALNUT CREEK 8.875 443.97 90
8.625 443.97 62,000.00
AZLE TX 76020 1 05/25/00 01
0411957400 05 07/01/00 25
0411957400 O 06/01/30
0
3472672 E22/G02 F 316,000.00 ZZ
360 315,822.84 1
7533 FIREOAK DRIVE 8.875 2,514.24 80
8.625 2,514.24 395,100.00
AUSTIN TX 78759 1 05/25/00 00
0411958861 05 07/01/00 0
0411958861 O 06/01/30
0
3472677 E22/G02 F 201,600.00 ZZ
360 201,505.94 2
243 EAST MOUNT EDEN PARKWAY 9.750 1,732.06 80
9.500 1,732.06 252,000.00
BRONX NY 10457 1 05/25/00 00
0411968217 05 07/01/00 0
0411968217 O 06/01/30
0
3472681 E22/G02 F 113,400.00 ZZ
360 113,353.71 4
715 CHALFONTE AVENUE 10.375 1,026.73 90
10.125 1,026.73 126,000.00
CINCINNATI OH 45229 1 05/25/00 04
0411973472 05 07/01/00 25
0411973472 N 06/01/30
0
3473272 A06/G02 F 72,000.00 ZZ
360 71,964.58 1
7506 W PARKWAY 9.500 605.42 90
9.250 605.42 80,000.00
DETROIT MI 48239 2 05/19/00 12
0432055762 05 07/01/00 25
1
1000020007718 N 06/01/30
0
3473295 U05/G02 F 244,100.00 ZZ
360 243,976.73 1
20 HOOVER ROAD 9.375 2,030.30 74
9.125 2,030.30 330,000.00
CARLISLE PA 17013 2 05/15/00 00
0432055788 05 07/01/00 0
3035896 O 06/01/30
0
3473309 T08/G02 F 76,000.00 ZZ
360 75,959.56 1
5011 LIVE OAK ROAD 9.125 618.36 80
8.875 618.36 95,000.00
LAKELAND FL 33813 1 05/18/00 00
0432052355 05 07/01/00 0
13201304 O 06/01/30
0
3475151 E77/G02 F 119,200.00 ZZ
360 119,134.89 1
1719 MILLSTONE DRIVE 9.000 959.11 80
8.750 959.11 149,000.00
EDGEWATER MD 21037 1 05/19/00 00
0432054377 05 07/01/00 0
1010000186 O 06/01/30
0
3475957 T08/G02 F 64,000.00 ZZ
360 63,968.52 1
2443 NW 6TH COURT 9.500 538.15 80
9.250 538.15 80,000.00
POMPANO BEACH FL 33069 1 05/19/00 00
0432064848 05 07/01/00 0
13201326 N 06/01/30
0
3476496 E22/G02 F 119,000.00 ZZ
360 118,936.68 1
15700 SW 169 AVENUE 9.125 968.22 70
8.875 968.22 170,000.00
MIAMI FL 33187 1 05/26/00 00
0411908718 05 07/01/00 0
0411908718 O 06/01/30
0
1
3476500 E22/G02 F 94,400.00 ZZ
360 94,358.24 3
52-54 FRANKLIN STREET 10.000 828.43 80
9.750 828.43 118,000.00
MERIDEN CT 06450 5 05/26/00 00
0411934573 05 07/01/00 0
0411934573 N 06/01/30
0
3476501 E22/G02 F 52,000.00 ZZ
360 51,973.74 1
323 WEST OAKDALE DRIVE 9.375 432.51 80
9.125 432.51 65,000.00
FORT WAYNE IN 46807 1 05/26/00 00
0411935778 05 07/01/00 0
0411935778 N 06/01/30
0
3476504 E22/G02 F 30,000.00 ZZ
360 29,986.73 1
21 RUTH 10.000 263.27 90
9.750 263.27 33,334.00
ECORSE MI 48229 1 05/15/00 01
0411944051 05 07/01/00 25
0411944051 N 06/01/30
0
3476506 E22/G02 F 30,000.00 ZZ
360 29,986.73 1
26 RUTH 10.000 263.27 90
9.750 263.27 33,334.00
ECORSE MI 48229 1 05/15/00 10
0411944127 05 07/01/00 25
0411944127 N 06/01/30
0
3476507 E22/G02 F 30,000.00 ZZ
360 29,986.73 1
29 RUTH 10.000 263.27 90
9.750 263.27 33,334.00
ECORSE MI 48229 1 05/15/00 04
0411944200 05 07/01/00 25
0411944200 N 06/01/30
0
3476508 E22/G02 F 104,900.00 ZZ
360 104,853.60 3
3635 FREMONT AVE N 10.000 920.57 90
9.750 920.57 116,600.00
1
MINNEAPOLIS MN 55412 1 05/26/00 04
0411945645 05 07/01/00 25
0411945645 N 06/01/30
0
3476516 E22/G02 F 123,000.00 ZZ
360 122,936.23 1
19463 NORTH DEANE DRIVE 9.250 1,011.89 80
9.000 1,011.89 153,750.00
MADERA CA 93638 1 05/18/00 00
0411951593 05 07/01/00 0
0411951593 O 06/01/30
0
3476517 E22/G02 F 161,500.00 ZZ
360 161,418.44 1
3310 STONE HEATHER COURT 9.375 1,343.28 95
9.125 1,343.28 170,000.00
HERNDON VA 20171 5 05/22/00 10
0411952245 09 07/01/00 30
0411952245 O 06/01/30
0
3476521 E22/G02 F 147,200.00 ZZ
360 147,127.59 1
40468 WORTHINGTON ROAD 9.500 1,237.74 80
9.250 1,237.74 184,000.00
CANTON TWP MI 48188 1 05/26/00 00
0411953607 05 07/01/00 0
0411953607 O 06/01/30
0
3476523 E22/G02 F 144,000.00 ZZ
360 143,934.58 4
1501 BROADWAY AVENUE 9.875 1,250.42 90
9.625 1,250.42 160,000.00
NILES OH 44446 1 05/26/00 01
0411955354 05 07/01/00 25
0411955354 N 06/01/30
0
3476526 E22/G02 F 116,100.00 ZZ
360 116,036.58 4
714 TUMBLEWEED DRIVE 9.000 934.17 90
8.750 934.17 129,900.00
HARLINGEN TX 78550 1 05/24/00 01
0411959331 05 07/01/00 25
0411959331 N 06/01/30
0
1
3476532 E22/G02 F 83,000.00 ZZ
360 82,958.09 1
19108 APPLE SPRINGS DRIVE 9.375 690.35 22
9.125 690.35 380,000.00
LEANDER TX 78641 5 05/22/00 00
0411962616 05 07/01/00 0
0411962616 O 06/01/30
0
3476534 E22/G02 F 64,000.00 ZZ
360 63,973.17 1
8602 FAYETTE STREET 10.250 573.50 80
10.000 573.50 80,000.00
PHILADELPHIA PA 19150 5 05/26/00 00
0411966815 05 07/01/00 0
0411966815 N 06/01/30
0
3476535 E22/G02 F 62,700.00 ZZ
360 62,672.26 2
41-43 ASHWOOD AVENUE 10.000 550.24 90
9.750 550.24 69,700.00
DAYTON OH 45405 1 05/26/00 01
0411967599 05 07/01/00 25
0411967599 N 06/01/30
0
3476539 E22/G02 F 53,850.00 ZZ
360 53,823.51 1
1017 NE 24TH STREET 9.500 452.80 90
9.250 452.80 59,850.00
MOORE OK 73160 1 05/26/00 04
0411970437 05 07/01/00 25
0411970437 N 06/01/30
0
3476540 E22/G02 F 139,500.00 ZZ
360 139,441.50 1
4720 ALEXANDER DRIVE 10.250 1,250.06 90
10.000 1,250.06 155,000.00
METAIRIE LA 70003 1 05/26/00 01
0411972532 05 07/01/00 30
0411972532 O 06/01/30
0
3476545 E22/G02 F 296,000.00 ZZ
360 295,861.90 1
1
6780 DUBLIN-BELLPOINT RD 9.750 2,543.10 80
9.500 2,543.10 370,000.00
DUBLIN OH 43017 1 05/26/00 00
0411981343 05 07/01/00 0
0411981343 O 06/01/30
0
3476811 601/G02 F 55,125.00 ZZ
360 55,101.25 2
131-131 1/2 S FRANKLIN AVE 10.125 488.87 90
9.875 488.87 61,250.00
MANSFIELD OH 44903 2 05/16/00 11
0432058311 05 07/01/00 25
60186475 N 06/01/30
0
3480243 E22/G02 F 210,000.00 ZZ
360 209,902.03 1
8325 LOOKOUT MOUNTAIN AVENUE 9.750 1,804.22 60
9.500 1,804.22 350,000.00
LOS ANGELES CA 90046 5 05/18/00 00
0411920192 05 07/01/00 0
0411920192 N 06/01/30
0
3480244 E22/G02 F 29,400.00 T
240 29,356.67 1
1013 CHESTNUT STREET 9.125 266.89 70
UNIT #3D 8.875 266.89 42,000.00
SAN MARCOS TX 78666 1 05/26/00 00
0411924921 01 07/01/00 0
0411924921 O 06/01/20
0
3480249 E22/G02 F 60,000.00 ZZ
360 59,967.23 1
411 SHENANDOAH PLACE 9.000 482.77 90
8.750 482.77 67,100.00
WINCHESTER VA 22601 1 05/30/00 01
0411936750 05 07/01/00 25
0411936750 N 06/01/30
0
3480252 E22/G02 F 51,500.00 ZZ
360 51,471.13 1
510 HARNEY STREET 8.875 409.76 58
8.625 409.76 90,000.00
LARAMIE WY 82072 2 05/30/00 00
0411942923 05 07/01/00 0
1
0411942923 N 06/01/30
0
3480253 E22/G02 F 104,000.00 ZZ
360 103,861.29 2
2481-2483 NORTH BERKSHIRE 9.625 883.99 80
9.375 883.99 130,000.00
SAGINAW MI 48603 1 05/30/00 00
0411944176 05 07/01/00 0
0411944176 O 06/01/30
0
3480258 E22/G02 F 185,000.00 ZZ
360 184,906.57 1
2364 BRISTOL PLACE 9.375 1,538.74 65
9.125 1,538.74 285,000.00
CARSON CITY NV 89703 1 05/23/00 00
0411951387 05 07/01/00 0
0411951387 O 06/01/30
0
3480260 E22/G02 F 79,000.00 ZZ
360 78,964.10 1
1113 PIONEER DRIVE 9.875 686.00 90
9.625 686.00 88,000.00
JACKSONVILLE IL 62650 5 05/19/00 01
0411954472 05 07/01/00 25
0411954472 O 06/01/30
0
3480270 E22/G02 F 83,650.00 ZZ
360 83,607.76 1
150 SPRING BRANCH DRIVE 9.375 695.76 77
9.125 695.76 109,615.00
KYLE TX 78640 1 05/30/00 00
0411966179 03 07/01/00 0
0411966179 O 06/01/30
0
3480271 E22/G02 F 104,000.00 ZZ
360 103,944.65 1
308 S COMMERCE STREET 9.125 846.18 80
8.875 846.18 130,000.00
KEMP TX 75143 1 05/30/00 00
0411969546 05 07/01/00 0
0411969546 O 06/01/30
0
1
3480272 E22/G02 F 62,150.00 ZZ
360 62,104.89 1
11005 MYRTICE DRIVE 9.750 533.96 90
9.500 533.96 69,100.00
DALLAS TX 75228 1 05/30/00 01
0411970452 05 07/01/00 25
0411970452 N 06/01/30
0
3480273 E22/G02 F 58,500.00 ZZ
360 58,475.47 2
3543 WEST 48TH STREET 10.250 524.22 90
10.000 524.22 65,000.00
CLEVELAND OH 44102 1 05/30/00 04
0411973910 05 07/01/00 25
0411973910 N 06/01/30
0
3480277 E22/G02 F 194,600.00 ZZ
360 194,496.44 1
4189 OAKCLIFF DRIVE 9.125 1,583.33 70
8.875 1,583.33 278,000.00
MOORPARK CA 93021 1 05/22/00 00
0411975048 05 07/01/00 0
0411975048 O 06/01/30
0
3480279 E22/G02 F 232,000.00 ZZ
360 231,888.85 1
5098 SW ANHINGA AVENUE 9.625 1,971.98 80
9.375 1,971.98 290,000.00
PALM CITY FL 34990 1 05/30/00 00
0411979495 05 07/01/00 0
0411979495 O 06/01/30
0
3480282 E22/G02 F 43,200.00 ZZ
360 43,181.88 1
2007 PENN AVENUE NORTH 10.250 387.12 90
10.000 387.12 48,000.00
MINNEAPOLIS MN 55411 1 05/30/00 04
0411982432 05 07/01/00 25
0411982432 N 06/01/30
0
3480283 E22/G02 F 137,250.00 ZZ
360 137,192.44 4
300 HEDGEWOOD DRIVE 10.250 1,229.90 90
10.000 1,229.90 152,500.00
1
GEORGETOWN TX 78628 1 05/30/00 01
0411983430 05 07/01/00 25
0411983430 N 06/01/30
0
3480284 E22/G02 F 97,550.00 ZZ
360 97,509.09 2
1017 BIRD CREEK DRIVE 10.250 874.15 90
10.000 874.15 108,400.00
AUSTIN TX 78758 1 05/30/00 01
0411983471 05 07/01/00 25
0411983471 N 06/01/30
0
3480429 E82/G02 F 139,500.00 ZZ
360 139,433.17 1
449 NORTH MARYLAND AVENUE 9.625 1,185.74 90
9.375 1,185.74 155,000.00
ATLANTIC CITY NJ 08401 1 05/31/00 04
0400280194 05 07/01/00 25
0400280194 N 06/01/30
0
3481267 T44/G02 F 110,400.00 ZZ
360 110,400.00 1
606 CREDITON 10.125 979.05 80
9.875 979.05 138,000.00
LAKE ORION MI 48362 5 06/15/00 00
0432110468 05 08/01/00 0
5497521 N 07/01/30
0
3481852 811/G02 F 100,000.00 ZZ
360 99,948.15 1
117 DUSINBERRE ROAD 9.250 822.68 57
9.000 822.68 176,000.00
GARDINER NY 12525 5 05/19/00 00
0432063089 05 07/01/00 0
FM80056588 O 06/01/30
0
3483697 975/G02 F 280,000.00 ZZ
360 279,843.02 1
3800 FREMONT DRIVE 8.875 2,227.81 80
8.625 2,227.81 350,060.00
CORONA CA 92881 1 05/19/00 00
0432063741 05 07/01/00 0
2000868 O 06/01/30
0
1
3484020 E22/G02 F 153,600.00 ZZ
360 153,528.34 1
8044 MIRAMAR COURT 9.750 1,319.66 80
9.500 1,319.66 192,000.00
SPARKS NV 89436 1 05/24/00 00
0411840549 05 07/01/00 0
0411840549 O 06/01/30
0
3484024 E22/G02 F 135,000.00 ZZ
360 134,924.32 1
7809 KAISER 8.875 1,074.12 75
8.625 1,074.12 182,000.00
CANTON MI 48187 1 05/12/00 00
0411904212 05 07/01/00 0
0411904212 O 06/01/30
0
3484026 E22/G02 F 123,300.00 ZZ
360 123,243.99 1
396 RYDERS LANE 9.875 1,070.67 90
9.625 1,070.67 137,000.00
EAST BRUNSWICK NJ 08816 1 05/31/00 04
0411911803 05 07/01/00 25
0411911803 N 06/01/30
0
3484029 E22/G02 F 58,500.00 ZZ
360 58,471.23 1
4212 SILVER LANE 9.500 491.90 90
9.250 491.90 65,000.00
SOUTH BEND IN 46619 1 05/31/00 10
0411920721 05 07/01/00 25
0411920721 N 06/01/30
0
3484030 E22/G02 F 83,000.00 ZZ
360 82,915.44 1
216 EDYTHE DEE LANE 9.375 690.35 54
9.125 690.35 155,000.00
MABANK TX 75147 5 05/25/00 00
0411928054 05 07/01/00 0
0411928054 O 06/01/30
0
3484032 E22/G02 F 114,800.00 ZZ
360 114,742.03 1
1
9198 FALLON DRIVE 9.375 954.85 80
9.125 954.85 143,500.00
MONTICELLO MN 55362 1 05/31/00 00
0411932916 05 07/01/00 0
0411932916 N 06/01/30
0
3484034 E22/G02 F 118,400.00 ZZ
360 118,343.28 1
726 NORTH OLD U.S. 395 9.625 1,006.39 80
9.375 1,006.39 148,000.00
CARSON CITY NV 89704 1 05/25/00 00
0411937006 05 07/01/00 0
0411937006 N 06/01/30
0
3484038 E22/G02 F 44,350.00 ZZ
360 44,330.89 1
42 BUCKLEY AVENUE 10.125 393.31 90
9.875 393.31 49,300.00
OXFORD NJ 07863 1 05/31/00 04
0411947484 05 07/01/00 25
0411947484 N 06/01/30
0
3484039 E22/G02 F 184,450.00 ZZ
360 184,366.20 1
7003 SMITHFIELD ROAD 9.875 1,601.67 78
9.625 1,601.67 239,000.00
N RICHLAND HILL TX 76180 2 05/24/00 00
0411947724 05 07/01/00 0
0411947724 O 06/01/30
0
3484040 E22/G02 F 244,100.00 ZZ
360 243,976.73 1
7541 DOWNWINDS LANE 9.375 2,030.30 90
9.125 2,030.30 271,231.00
LAKE WORTH FL 33467 1 05/31/00 14
0411948599 03 07/01/00 30
0411948599 O 06/01/30
0
3484043 E22/G02 F 138,300.00 ZZ
360 138,242.00 3
163 UNION AVENUE 10.250 1,239.31 90
10.000 1,239.31 153,700.00
PEEKSKILL NY 10566 1 05/31/00 01
0411949456 05 07/01/00 25
1
0411949456 N 06/01/30
0
3484044 E22/G02 F 110,700.00 ZZ
360 110,639.53 2
1901-1903 HILLANDALE 9.000 890.72 90
8.750 890.72 123,000.00
COLUMBUS OH 43229 1 05/31/00 01
0411950033 05 07/01/00 25
0411950033 N 06/01/30
0
3484046 E22/G02 F 80,400.00 ZZ
360 80,360.45 1
210 WASHINGTON PARK BLVD 9.500 676.05 80
9.250 676.05 100,500.00
MICHIGAN CITY IN 46360 5 05/25/00 00
0411952369 05 07/01/00 0
0411952369 O 06/01/30
0
3484048 E22/G02 F 69,350.00 ZZ
360 69,319.32 1
204 WEST 12TH STREET 10.000 608.60 95
9.750 608.60 73,000.00
KANNAPOLIS NC 28081 1 05/31/00 10
0411952955 05 07/01/00 30
0411952955 O 06/01/30
0
3484051 E22/G02 F 195,300.00 ZZ
360 195,213.60 1
6539 MEANDERING WAY 10.000 1,713.90 90
9.750 1,713.90 217,000.00
BRADENTON FL 34202 1 05/31/00 10
0411953300 03 07/01/00 25
0411953300 O 06/01/30
0
3484053 E22/G02 F 108,000.00 ZZ
360 107,949.61 1
13814 SW 122 COURT 9.750 927.89 90
9.500 927.89 120,000.00
MIAMI FL 33186 1 05/31/00 10
0411956964 03 07/01/00 30
0411956964 O 06/01/30
0
1
3484054 E22/G02 F 64,000.00 ZZ
360 63,966.82 1
1801 NE MANGO TERRACE 9.250 526.51 80
9.000 526.51 80,000.00
JENSEN BEACH FL 34957 5 05/25/00 00
0411957491 05 07/01/00 0
0411957491 O 06/01/30
0
3484058 E22/G02 F 38,400.00 ZZ
360 38,380.09 1
21454 AUSTIN STREET 9.250 315.91 80
9.000 315.91 48,000.00
COVINGTON LA 70435 1 05/31/00 00
0411961725 05 07/01/00 0
0411961725 O 06/01/30
0
3484065 E22/G02 F 70,400.00 ZZ
360 70,371.26 1
405 LINDENWOOD LANE WEST 10.375 637.41 80
10.125 637.41 88,000.00
HEWITT TX 76643 5 05/26/00 00
0411971435 05 07/01/00 0
0411971435 N 06/01/30
0
3484069 E22/G02 F 103,500.00 ZZ
360 103,455.42 1
442 SW DAVID TERRACE 10.125 917.86 90
9.875 917.86 115,000.00
PORT SAINT LUCI FL 34953 5 05/25/00 01
0411972516 05 07/01/00 25
0411972516 O 06/01/30
0
3484071 E22/G02 F 488,850.00 T
360 488,850.00 1
284 IMPERIAL LANE 9.500 4,110.52 63
9.250 4,110.52 780,000.00
LAUDERDALE BYTH FL 33308 2 06/09/00 00
0411974033 05 08/01/00 0
0411974033 O 07/01/30
0
3484076 E22/G02 F 99,900.00 ZZ
360 99,856.97 1
464 17TH STREET 10.125 885.94 80
9.875 885.94 124,900.00
1
WEST BABYLON NY 11704 1 05/31/00 00
0411976756 05 07/01/00 0
0411976756 N 06/01/30
0
3484090 E22/G02 F 79,650.00 ZZ
360 79,612.84 1
421 GREENLEAF DRIVE 9.750 684.32 90
9.500 684.32 88,500.00
AZLE TX 76020 1 05/31/00 01
0411982770 05 07/01/00 25
0411982770 O 06/01/30
0
3484091 E22/G02 F 107,000.00 ZZ
360 106,952.67 4
5428 MISTY LANE 10.000 939.00 90
9.750 939.00 118,900.00
HUBER HEIGHTS OH 45424 1 05/31/00 04
0411982846 05 07/01/00 25
0411982846 N 06/01/30
0
3484094 E22/G02 F 50,000.00 ZZ
360 49,976.05 2
1705 TENNANT STREET 9.625 424.99 84
9.375 424.99 60,000.00
AMARILLO TX 79104 1 05/31/00 01
0411985120 05 07/01/00 20
0411985120 N 06/01/30
0
3484095 E22/G02 F 50,000.00 ZZ
360 49,976.05 2
1703 TENNANT STREET 9.625 424.99 84
9.375 424.99 60,000.00
AMARILLO TX 79104 1 05/31/00 01
0411985179 05 07/01/00 20
0411985179 N 06/01/30
0
3484097 E22/G02 F 109,200.00 ZZ
360 109,150.39 1
11324 RED FINCH LANE 9.875 948.24 90
9.625 948.24 121,711.00
CHARLOTTE NC 28214 1 05/31/00 04
0411986953 05 07/01/00 25
0411986953 N 06/01/30
0
1
3484098 E22/G02 F 109,200.00 ZZ
360 109,150.39 1
9606 BIRD WATCH LANE 9.875 948.24 90
9.625 948.24 121,711.00
CHARLOTTE NC 28214 1 05/31/00 14
0411987027 05 07/01/00 25
0411987027 N 06/01/30
0
3484099 E22/G02 F 112,200.00 ZZ
360 112,149.02 1
403 KINGVILLE DRIVE 9.875 974.29 90
9.625 974.29 124,687.00
CHARLOTTE NC 28213 1 05/31/00 14
0411987159 05 07/01/00 25
0411987159 N 06/01/30
0
3484100 E22/G02 F 180,000.00 ZZ
360 179,913.77 1
7304 CAMPBELL ROAD 9.625 1,529.98 80
9.375 1,529.98 225,000.00
DALLAS TX 75248 1 05/31/00 00
0411988082 03 07/01/00 0
0411988082 N 06/01/30
0
3485161 F28/G02 F 312,000.00 ZZ
360 306,431.79 1
5209 TORTUGA TRAIL 8.000 2,289.35 63
7.750 2,289.35 500,000.00
AUSTIN TX 78731 2 11/01/99 00
0432079531 05 12/01/99 0
5199959 N 11/01/29
0
3487174 E22/G02 F 111,000.00 T
360 110,934.46 1
4930 MEKO DRIVE 8.625 863.35 67
8.375 863.35 166,000.00
DORRINGTON CA 95223 1 05/26/00 00
0411939184 03 07/01/00 0
0411939184 O 06/01/30
0
3487180 E22/G02 F 97,200.00 ZZ
360 97,142.62 1
1
314 HARRIS BOULEVARD 8.625 756.01 80
8.375 756.01 121,500.00
CONROE TX 77301 5 05/26/00 00
0411948706 05 07/01/00 0
0411948706 O 06/01/30
0
3487183 E22/G02 F 141,600.00 ZZ
360 141,522.65 1
5817 LONG DRIVE 9.000 1,139.35 74
8.750 1,139.35 192,000.00
GRANBURY TX 76049 5 05/26/00 00
0411956451 03 07/01/00 0
0411956451 O 06/01/30
0
3487194 E22/G02 F 195,500.00 ZZ
360 195,398.65 1
2124 19TH AVENUE 9.250 1,608.33 85
9.000 1,608.33 230,000.00
OAKLAND CA 94606 1 05/30/00 01
0411989601 05 07/01/00 12
0411989601 O 06/01/30
0
3488164 461/461 F 168,000.00 ZZ
360 166,567.91 1
617 CHERRY AVENUE 9.000 1,351.77 79
8.750 1,351.77 215,000.00
SONOMA CA 95476 2 03/16/00 00
9023279839 01 05/01/00 0
9023279839 O 04/01/30
0
3488165 461/461 F 168,600.00 ZZ
360 168,405.29 1
3633 SE TAYLOR STREET 8.750 1,326.38 80
8.500 1,326.38 211,000.00
PORTLAND OR 97214 2 04/24/00 00
9023312325 05 06/01/00 0
9023312325 O 05/01/30
0
3488166 461/461 F 360,000.00 ZZ
360 359,808.42 1
53 EUCALYPTUS COURT 9.125 2,929.08 80
8.875 2,929.08 450,000.00
LIVERMORE CA 94550 2 05/04/00 00
9023342199 05 07/01/00 0
1
9023342199 O 06/01/30
0
3488167 461/461 F 165,000.00 ZZ
360 164,841.26 1
15368 SONNET PLACE 9.625 1,402.49 59
9.375 1,402.49 280,000.00
HACIENDA HEIGHT CA 91745 2 04/19/00 00
9023343155 05 06/01/00 0
9023343155 O 05/01/30
0
3488168 461/461 F 252,000.00 ZZ
360 251,701.35 1
261 GREENMEADOW DRIVE 8.625 1,960.04 80
8.375 1,960.04 315,000.00
THOUSAND OAKS CA 91329 1 05/02/00 00
9023348071 05 06/01/00 0
9023348071 O 05/01/30
0
3488169 461/461 F 114,000.00 ZZ
360 113,936.08 1
3190 FOOTHILL ROAD 8.875 907.04 80
8.625 907.04 142,500.00
KALISPELL MT 59901 2 05/17/00 00
9023358898 05 07/01/00 0
9023358898 O 06/01/30
0
3488170 461/461 F 264,000.00 ZZ
360 263,863.13 1
7722 196TH AVENUE NORTHEAST 9.250 2,171.87 80
9.000 2,171.87 330,000.00
REDMOND WA 98053 2 04/28/00 00
9023361306 05 07/01/00 0
9023361306 O 06/01/30
0
3488171 461/461 F 450,000.00 ZZ
360 449,766.71 4
509 FOREST AVENUE 9.250 3,702.04 75
9.000 3,702.04 600,000.00
PACIFIC GROVE CA 93950 1 05/01/00 00
9023375173 05 07/01/00 0
9023375173 O 06/01/30
0
1
3488172 461/461 F 166,600.00 ZZ
360 166,515.86 3
3405 #A,B AND C SOUTH A STREET 9.375 1,385.70 70
9.125 1,385.70 238,000.00
OXNARD CA 93033 1 05/15/00 00
9023376064 05 07/01/00 0
9023376064 N 06/01/30
0
3488173 461/461 F 400,000.00 ZZ
360 399,798.00 1
3910 ROCKINGHAM DRIVE 9.375 3,327.00 80
9.125 3,327.00 505,000.00
PLEASANTON CA 94588 2 05/01/00 00
9023376577 05 07/01/00 0
9023376577 O 06/01/30
0
3488174 461/461 F 344,000.00 ZZ
360 343,816.93 1
233 S FORMOSA AVENUE 9.125 2,798.90 80
8.875 2,798.90 430,000.00
LOS ANGELES CA 90036 1 05/01/00 00
9023377427 05 07/01/00 0
9023377427 O 06/01/30
0
3488175 461/461 F 165,000.00 ZZ
360 164,823.71 1
10739 TUJUNGA CANYON BOULEVARD 9.125 1,342.50 68
8.875 1,342.50 244,000.00
TUJUNGA CA 91042 5 05/04/00 00
9023377609 05 06/01/00 0
9023377609 O 05/01/30
0
3488176 461/461 F 114,000.00 T
360 113,936.09 1
4169 LOUISIANA STREET #4 8.875 907.04 80
8.625 907.04 142,500.00
SAN DIEGO CA 92104 1 04/28/00 00
9023377955 01 07/01/00 0
9023377955 O 06/01/30
0
3488177 461/461 F 300,000.00 ZZ
360 299,127.95 1
3260 WINKLE AVENUE 8.625 2,333.37 80
8.375 2,333.37 375,000.00
1
SANTA CRUZ CA 95065 2 03/14/00 00
9023269079 05 05/01/00 0
9023269079 O 04/01/30
0
3488178 461/461 F 256,000.00 ZZ
360 255,880.56 1
2337 BEACH AVENUE 9.750 2,199.44 80
9.500 2,199.44 320,000.00
VENICE CA 90291 1 05/31/00 00
9023381924 05 07/01/00 0
9023381924 O 06/01/30
0
3488179 461/461 F 150,400.00 ZZ
360 150,313.47 1
5209 CEZANNE LANE 8.750 1,183.20 80
8.500 1,183.20 188,000.00
BONITA CA 91902 1 05/01/00 00
9023383102 01 07/01/00 0
9023383102 O 06/01/30
0
3488180 461/461 F 76,005.00 ZZ
360 75,969.53 4
4160-62 UTAH 9.750 653.01 90
9.500 653.01 84,450.00
SAINT LOUIS MO 63116 1 05/26/00 10
9023384522 05 07/01/00 25
9023384522 N 06/01/30
0
3488181 461/461 F 116,600.00 ZZ
360 116,537.95 1
1214 PURDY STREET 9.125 948.70 77
8.875 948.70 152,500.00
SPRING VALLEY CA 91977 2 05/08/00 00
9023384803 05 07/01/00 0
9023384803 O 06/01/30
0
3488182 461/461 F 101,600.00 T
360 101,548.69 1
2671 TREE TRAP ROAD 9.375 845.06 80
9.125 845.06 127,000.00
BRADLEY CA 93426 1 05/11/00 00
9023389158 05 07/01/00 0
9023389158 O 06/01/30
0
1
3488184 461/461 F 290,000.00 ZZ
360 289,845.67 1
15 THORNWOOD 9.125 2,359.54 70
8.875 2,359.54 420,000.00
IRVINE CA 92604 5 04/25/00 00
9023356702 05 07/01/00 0
9023356702 N 06/01/30
0
3488185 461/461 F 600,000.00 ZZ
360 599,636.51 1
521 TILLER LANE 8.500 4,613.49 75
8.250 4,613.49 800,000.00
REDWOOD CITY CA 94065 2 05/25/00 00
9023364599 05 07/01/00 0
9023364599 O 06/01/30
0
3488186 461/461 F 456,000.00 ZZ
360 455,709.22 2
1412 MCGEE AVENUE 8.250 3,425.78 80
8.000 3,425.78 570,000.00
BERKELEY CA 94703 2 05/10/00 00
9023376072 05 07/01/00 0
9023376072 O 06/01/30
0
3488187 461/461 F 368,000.00 ZZ
360 367,788.27 1
8110 EAST SANTA CRUZ AVENUE 8.750 2,895.06 80
8.500 2,895.06 460,000.00
ORANGE CA 92869 2 05/31/00 00
9023425754 05 07/01/00 0
9023425754 O 06/01/30
0
3488189 461/461 F 160,000.00 ZZ
360 159,916.84 1
23116 COMPASS DRIVE 9.250 1,316.29 70
9.000 1,316.29 230,000.00
CANYON LAKE CA 92587 5 05/18/00 00
9023404577 05 07/01/00 0
9023404577 O 06/01/30
0
3488190 461/461 F 127,800.00 ZZ
360 127,740.38 1
1
8491 ANNANDALE AVENUE 9.750 1,098.00 90
9.500 1,098.00 142,000.00
DESERT HOT SPRI CA 92240 2 05/23/00 10
9023406549 05 07/01/00 25
9023406549 O 06/01/30
0
3488191 461/461 F 171,000.00 ZZ
360 170,918.07 1
225 ATCHISON STREET 9.625 1,453.49 95
9.375 1,453.49 180,000.00
PASADENA CA 91104 1 05/25/00 14
9023408115 05 07/01/00 30
9023408115 O 06/01/30
0
3488192 461/461 F 129,750.00 ZZ
360 129,689.46 1
1426 EAST CLOUD ROAD 9.750 1,114.76 75
9.500 1,114.76 173,000.00
PHOENIX AZ 85086 1 05/18/00 00
9023416365 05 07/01/00 0
9023416365 O 06/01/30
0
3488796 K30/G02 F 51,200.00 ZZ
360 51,173.46 1
3628 G RD 9.250 421.21 80
9.000 421.21 64,000.00
PALISADE CO 81526 1 05/17/00 00
0432066033 05 07/01/00 0
0071708 N 06/01/30
0
3489602 F18/G02 F 44,800.00 ZZ
360 44,777.37 1
1021 N ROOSEVELT AVENUE 9.375 372.63 80
9.125 372.63 56,000.00
FRESNO CA 93728 1 05/26/00 00
0432065845 05 07/01/00 0
R02628 N 06/01/30
0
3490078 G81/G02 F 106,000.00 ZZ
360 105,942.10 1
225 NW 23 AVENUE 9.000 852.90 80
8.750 852.90 132,500.00
MIAMI FL 33125 1 05/26/00 00
0432067544 05 07/01/00 0
1
200005012 O 06/01/30
0
3490696 E22/G02 F 83,200.00 ZZ
360 83,159.08 1
2532 N.4645 RD, UNIT B 9.500 699.59 80
9.250 699.59 104,000.00
SOMONAUK IL 60552 1 06/02/00 00
0411893571 05 07/01/00 0
0411893571 N 06/01/30
0
3490698 E22/G02 F 105,300.00 ZZ
360 105,300.00 2
724 NORTH OLEANDER AVE 9.500 885.42 90
9.250 885.42 117,000.00
DAYTONA BEACH FL 32118 1 06/02/00 01
0411933856 05 08/01/00 30
0411933856 N 07/01/30
0
3490700 E22/G02 F 114,210.00 ZZ
360 114,152.33 1
61 NORTH ASPEN WAY 9.375 949.94 90
9.125 949.94 127,640.00
GRANTSVILLE UT 84029 1 05/26/00 01
0411945686 05 07/01/00 25
0411945686 O 06/01/30
0
3490703 E22/G02 F 207,000.00 ZZ
360 207,000.00 2
157 BELMONT AVENUE 9.750 1,778.45 90
9.500 1,778.45 230,000.00
JERSEY CITY NJ 07305 1 06/02/00 04
0411957152 05 08/01/00 25
0411957152 N 07/01/30
0
3490705 E22/G02 F 111,500.00 ZZ
360 111,449.34 1
6764 HUNTERS RIDGE DRIVE 9.875 968.21 90
9.625 968.21 123,900.00
DALLAS TX 75248 1 05/31/00 01
0411962798 05 07/01/00 25
0411962798 N 06/01/30
0
1
3490707 E22/G02 F 107,900.00 ZZ
360 107,900.00 1
704 RIDGEDALE DRIVE 9.250 887.67 90
9.000 887.67 119,900.00
RICHARDSON TX 75080 1 05/31/00 01
0411966997 05 08/01/00 25
0411966997 O 07/01/30
0
3490711 E22/G02 F 144,000.00 ZZ
360 143,932.82 1
4036 N CAMPBELL AVE 9.750 1,237.18 80
9.500 1,237.18 180,000.00
CHICAGO IL 60618 1 06/02/00 00
0411976582 05 07/01/00 0
0411976582 N 06/01/30
0
3490712 E22/G02 F 108,000.00 ZZ
360 108,000.00 1
1915 BEECHMONT 10.250 967.79 90
10.000 967.79 120,000.00
KEEGO HARBOR MI 48320 1 06/02/00 04
0411976640 05 08/01/00 25
0411976640 N 07/01/30
0
3490713 E22/G02 F 228,150.00 ZZ
360 228,049.07 1
3415 STUCKY ROAD 10.000 2,002.18 90
9.750 2,002.18 253,500.00
BOZEMAN MT 59718 1 05/31/00 11
0411977481 05 07/01/00 25
0411977481 O 06/01/30
0
3490715 E22/G02 F 182,000.00 ZZ
360 181,912.81 1
7432 ALLENS PARK DRIVE 9.625 1,546.98 95
9.375 1,546.98 191,670.00
COLORADO SPRING CO 80922 1 06/02/00 01
0411981012 05 07/01/00 30
0411981012 O 06/01/30
0
3490716 E22/G02 F 74,400.00 ZZ
360 74,361.43 1
12514 BROWNING DRIVE 9.250 612.07 66
9.000 612.07 114,444.00
1
MONTGOMERY TX 77356 1 06/02/00 00
0411981137 03 07/01/00 0
0411981137 N 06/01/30
0
3490720 E22/G02 F 51,100.00 ZZ
360 51,072.09 1
309 SUBSTATION STREET 9.000 411.16 80
8.750 411.16 64,000.00
HENDERSONVILLE NC 28792 2 06/02/00 00
0411986284 05 07/01/00 0
0411986284 N 06/01/30
0
3490724 E22/G02 F 220,500.00 ZZ
360 220,402.45 1
29010 COLONIAL DRIVE 10.000 1,935.05 90
9.750 1,935.05 245,000.00
GEORGETOWN TX 78628 1 06/02/00 01
0411989312 03 07/01/00 30
0411989312 O 06/01/30
0
3490817 163/163 F 183,000.00 ZZ
360 182,788.67 1
315 SW 218TH STREET 8.750 1,439.66 78
8.500 1,439.66 235,000.00
NEWBERRY FL 32669 2 04/21/00 00
80069645 05 06/01/00 0
80069645 O 05/01/30
0
3490850 163/163 F 136,850.00 ZZ
360 136,005.48 1
ROUTE 1 BOX 363 8.750 1,076.60 75
8.500 1,076.60 182,500.00
REYNOLDS GA 31076 2 03/28/00 00
COLLINS 05 05/01/00 0
COLLINS O 04/01/30
0
3490896 163/163 F 119,700.00 ZZ
360 119,467.83 3
548 MINNEHAHA AVENUE EAST 9.625 1,017.44 90
9.375 1,017.44 133,000.00
ST PAUL MN 55101 1 03/01/00 11
80059749 05 04/01/00 25
80059749 N 03/01/30
0
1
3490983 163/163 F 131,800.00 ZZ
360 130,663.87 1
W4147 BLUFF ROAD 8.875 1,048.66 80
8.625 1,048.66 166,000.00
TROY WI 53120 1 01/28/00 00
0401074510 05 03/01/00 0
0401074510 O 02/01/30
0
3490995 637/G02 F 76,050.00 ZZ
360 76,012.59 3
1739 PARK AVENUE 9.500 639.47 90
9.250 639.47 84,500.00
BALTIMORE MD 21217 1 05/11/00 14
0432063568 05 07/01/00 25
0019163468 N 06/01/30
0
3491099 163/163 F 127,600.00 ZZ
360 127,400.02 1
120 GENTLE DOE DRIVE 9.250 1,049.73 80
9.000 1,049.73 159,500.00
FAYETTEVILLE GA 30214 1 03/10/00 00
109366 05 05/01/00 0
109366 O 04/01/30
0
3491129 163/163 F 129,600.00 ZZ
360 129,231.29 1
11 LEE ROAD 538 8.875 1,031.16 80
8.625 1,031.16 162,000.00
PHENIX CITY AL 36870 2 02/01/00 00
FOWLER 05 03/01/00 0
FOWLER O 02/01/30
0
3491149 163/163 F 100,000.00 ZZ
360 99,890.33 1
215 SHADOWOOD DRIVE 9.000 804.63 22
8.750 804.63 455,000.00
JOHNSON CITY TN 37604 5 04/28/00 00
22969995 05 06/01/00 0
22969995 O 05/01/30
0
3491240 163/163 F 109,520.00 ZZ
360 109,208.44 1
1
2100 S HOLT AVENUE 8.875 871.39 80
8.625 871.39 136,900.00
SIOUX FALLS SD 57103 1 01/14/00 00
CALHOON 05 03/01/00 0
CALHOON O 02/01/30
0
3491303 163/163 F 44,100.00 ZZ
360 44,002.55 1
354 MOUNTAIN VIEW 9.000 354.84 70
8.750 354.84 63,000.00
LAKEVIEW OR 97630 5 02/11/00 00
830090685 05 04/01/00 0
830090685 N 03/01/30
0
3491380 163/163 F 72,000.00 ZZ
360 71,884.17 1
1044 HARLEM BOULEVARD 9.125 585.82 69
8.875 585.82 105,000.00
ROCKFORD IL 61103 2 03/06/00 00
11942 05 05/01/00 0
11942 O 04/01/30
0
3491505 665/G02 F 56,000.00 ZZ
360 55,970.20 2
2609 JANE STREET 9.125 455.63 54
8.875 455.63 105,000.00
PITTSBURGH PA 15203 2 05/25/00 00
0432062800 05 07/01/00 0
0001238984 N 06/01/30
0
3492370 721/G02 F 53,550.00 ZZ
360 53,523.66 2
2122 WOODLAWN AVENUE 9.500 450.28 90
9.250 450.28 59,500.00
MIDDLETOWN OH 45044 1 05/12/00 10
0432065191 05 07/01/00 25
7850024177 N 06/01/30
0
3492634 168/168 F 204,800.00 ZZ
360 204,685.19 1
7 WOOD HILL ROAD 8.875 1,629.48 80
8.625 1,629.48 256,000.00
PITTSFORD NY 14534 1 05/26/00 00
0189585927 05 07/01/00 0
1
0189585927 O 06/01/30
0
3492741 405/405 F 148,300.00 ZZ
360 148,212.44 1
627 SOUTH BANDINI STREET 8.625 1,153.47 90
8.125 1,153.47 165,000.00
SAN PEDRO CA 90731 1 05/11/00 10
16661340 05 07/01/00 25
16661340 O 06/01/30
0
3492751 405/405 F 500,000.00 ZZ
360 499,697.10 1
1350 CASCADE AVENUE 8.500 3,844.57 80
8.250 3,844.57 625,000.00
BOULDER CO 80302 1 05/23/00 00
16650293 05 07/01/00 0
16650293 O 06/01/30
0
3492953 168/168 F 52,000.00 ZZ
360 51,972.33 1
2078 SW 14TH AVENUE 9.125 423.09 80
8.875 423.09 65,000.00
BOYNTON BEACH FL 33426 1 05/25/00 00
0169588602 03 07/01/00 0
0169588602 O 06/01/30
0
3493021 G52/G02 F 89,600.00 ZZ
360 89,551.06 1
16406 KNOTTINGHAM DRIVE 9.000 720.94 80
8.750 720.94 112,000.00
PFLUGERVILLE TX 78660 1 05/19/00 00
0432065142 03 07/01/00 0
74500918 O 06/01/30
0
3493358 E86/G02 F 42,300.00 ZZ
360 42,240.32 1
542 BRIGHTON AVENUE 9.750 363.42 90
9.500 363.42 47,000.00
EL CENTRO CA 92243 1 03/16/00 01
0432065936 05 05/01/00 25
53610173 N 04/01/30
0
1
3493822 593/G02 F 185,750.00 ZZ
360 185,353.68 1
8613 VIVID VIOLET AVENUE 8.750 1,461.30 90
8.500 1,461.30 206,400.00
LAS VEGAS NV 89131 1 04/05/00 12
0432062909 03 06/01/00 25
0005711981 O 05/01/30
0
3493991 637/G02 F 63,000.00 ZZ
360 62,969.01 4
2710 WEST COLORADO BOULEVARD 9.500 529.74 90
9.250 529.74 70,000.00
DALLAS TX 75211 1 05/12/00 11
0432062818 05 07/01/00 25
0020834289 N 06/01/30
0
3494867 E22/G02 F 60,750.00 ZZ
360 60,715.95 1
6306 NORTH REGAL STREET 8.875 483.35 56
8.625 483.35 109,000.00
SPOKANE WA 99217 5 05/26/00 00
0411952740 05 07/01/00 0
0411952740 O 06/01/30
0
3494868 E22/G02 F 87,400.00 ZZ
360 87,359.23 1
419 COLLEGE STREET 9.750 750.90 95
9.500 750.90 92,000.00
STEVENSVILLE MT 59870 5 05/30/00 01
0411955891 05 07/01/00 30
0411955891 O 06/01/30
0
3494871 E22/G02 F 196,000.00 ZZ
360 196,000.00 1
8121 OAKLAND AVENUE NE 9.375 1,630.23 80
9.125 1,630.23 245,000.00
ALBUQUERQUE NM 87122 5 05/30/00 00
0411958929 05 08/01/00 0
0411958929 O 07/01/30
0
3494872 E22/G02 F 144,750.00 ZZ
360 144,676.90 1
9539 FALLING LEAF COURT 9.375 1,203.96 80
9.125 1,203.96 180,990.00
1
RANCHO CUCAMONG CA 91730 1 05/23/00 00
0411959760 03 07/01/00 0
0411959760 O 06/01/30
0
3494876 E22/G02 F 300,000.00 ZZ
360 299,860.04 1
1219 ALLSTON STREET 9.750 2,577.46 73
9.500 2,577.46 415,000.00
HOUSTON TX 77008 5 05/31/00 00
0411971344 05 07/01/00 0
0411971344 O 06/01/30
0
3494878 E22/G02 F 24,000.00 ZZ
360 23,989.94 1
409 WEST 2ND STREET 10.250 215.06 80
10.000 215.06 30,000.00
GEORGETOWN TX 78626 1 06/01/00 00
0411976251 05 07/01/00 0
0411976251 N 06/01/30
0
3494882 E22/G02 F 175,000.00 T
360 174,913.93 1
1855 S OCEAN BLVD 9.500 1,471.49 70
UNIT # 4 9.250 1,471.49 250,000.00
DELRAY BEACH FL 33483 1 06/05/00 00
0411983687 01 07/01/00 0
0411983687 O 06/01/30
0
3494883 E22/G02 F 101,250.00 ZZ
360 101,250.00 1
32950 SCHOOLCRAFT RD 9.750 869.89 75
9.500 869.89 135,000.00
LIVONIA MI 48150 1 06/05/00 00
0411984883 05 08/01/00 0
0411984883 N 07/01/30
0
3494886 E22/G02 F 80,500.00 ZZ
360 80,500.00 2
3127-3129 ILLINOIS AVENUE 9.500 676.89 70
9.250 676.89 115,000.00
COLORADO SPRING CO 80907 5 06/05/00 00
0411986631 05 08/01/00 0
0411986631 N 07/01/30
0
1
3494889 E22/G02 F 73,600.00 ZZ
360 73,600.00 1
925 BENNETT AVENUE NORTH 9.000 592.20 80
8.750 592.20 92,000.00
COLORADO SPRING CO 80909 1 06/05/00 00
0411988298 05 08/01/00 0
0411988298 N 07/01/30
0
3494890 E22/G02 F 297,000.00 ZZ
360 296,841.95 1
7609 SUNKIST DRIVE 9.125 2,416.49 90
8.875 2,416.49 330,000.00
OAKLAND CA 94605 1 06/01/00 01
0411989726 05 07/01/00 25
0411989726 O 06/01/30
0
3494891 E22/G02 F 41,600.00 ZZ
360 41,600.00 1
2818 TOLOSA DRIVE 9.875 361.23 80
9.625 361.23 52,000.00
DALLAS TX 75228 1 06/05/00 00
0411992985 05 08/01/00 0
0411992985 N 07/01/30
0
3494892 E22/G02 F 195,300.00 ZZ
360 195,208.88 1
3717 WADDELL DRIVE 9.750 1,677.93 90
9.500 1,677.93 217,000.00
PLANO TX 75025 1 06/02/00 10
0411997497 03 07/01/00 25
0411997497 O 06/01/30
0
3496687 286/286 F 457,500.00 T
360 456,944.83 1
70 WEST 24TH ST 8.875 3,640.08 75
8.625 3,640.08 610,000.00
AVALON NJ 08202 1 04/29/00 00
0000007670 05 06/01/00 0
0000007670 O 05/01/30
0
3496711 286/286 F 269,550.00 ZZ
360 269,238.69 1
1
10098 SOUTH BRISBANE WAY 8.750 2,120.56 80
8.500 2,120.56 336,970.00
LTTLETON CO 80126 1 04/28/00 00
0000035088 03 06/01/00 0
0000035088 O 05/01/30
0
3496714 286/286 F 83,200.00 ZZ
360 83,106.36 1
9711 SHARPSBURG PIKE 8.875 661.98 80
8.625 661.98 104,000.00
HAGERSTOWN MD 21740 1 04/28/00 00
0000035491 05 06/01/00 0
0000035491 O 05/01/30
0
3498491 F19/G02 F 303,000.00 ZZ
360 302,830.14 1
145 OAKWOOD DRIVE 8.875 2,410.80 95
8.625 2,410.80 320,000.00
BOULDER CREEK CA 95006 1 05/23/00 11
0432071926 05 07/01/00 30
28623247 O 06/01/30
0
3499257 E22/G02 F 82,800.00 ZZ
360 82,759.27 1
1119 WEST FOURTH AVENUE 9.500 696.23 90
9.250 696.23 92,000.00
GASTONIA NC 28052 2 05/25/00 11
0411920309 05 07/01/00 25
0411920309 O 06/01/30
0
3499260 E22/G02 F 312,000.00 ZZ
360 312,000.00 1
1182 PINE FLAT ROAD 9.625 2,651.97 80
9.375 2,651.97 390,000.00
SANTA CRUZ CA 95060 5 05/30/00 00
0411927544 05 08/01/00 0
0411927544 O 07/01/30
0
3499265 E22/G02 F 104,100.00 ZZ
360 104,046.03 1
4000 SANDPIPER COURT 9.250 856.41 90
9.000 856.41 115,700.00
MUNCIE IN 47304 1 06/06/00 04
0411962962 05 07/01/00 25
1
0411962962 N 06/01/30
0
3499266 E22/G02 F 151,300.00 ZZ
360 151,227.52 1
6098 BROOKWOOD DR. 9.625 1,286.03 85
9.375 1,286.03 178,000.00
BURTON MI 48509 2 06/01/00 01
0411963598 05 07/01/00 25
0411963598 O 06/01/30
0
3499270 E22/G02 F 208,800.00 ZZ
360 208,800.00 1
16231 KINGSWOOD DRIVE 10.125 1,851.69 90
9.875 1,851.69 232,000.00
PLACENTIA CA 92870 1 05/30/00 11
0411977358 05 08/01/00 25
0411977358 N 07/01/30
0
3499272 E22/G02 F 211,500.00 ZZ
360 211,401.33 1
9401 LOW TIDE COURT 9.750 1,817.11 90
9.500 1,817.11 235,000.00
LAS VEGAS NV 89117 1 05/26/00 01
0411983406 03 07/01/00 30
0411983406 O 06/01/30
0
3499273 E22/G02 F 74,700.00 ZZ
360 74,700.00 1
109 LARKIN 10.250 669.39 90
10.000 669.39 83,000.00
WARRENSBURG MO 64093 1 06/06/00 10
0411989122 05 08/01/00 25
0411989122 O 07/01/30
0
3499275 E22/G02 F 300,000.00 ZZ
360 300,000.00 1
5135 ILLINI WAY 9.250 2,468.03 90
9.000 2,468.03 335,000.00
BOULDER CO 80303 1 06/06/00 04
0411994494 05 08/01/00 25
0411994494 O 07/01/30
0
1
3499484 168/168 F 59,400.00 ZZ
360 59,372.29 2
330-332 WEST MAIN STREET 9.750 510.34 90
9.500 510.34 66,000.00
NEWARK OH 43055 1 05/30/00 04
0189578653 05 07/01/00 25
0189578653 N 06/01/30
0
3499606 168/168 F 185,600.00 ZZ
360 185,506.27 1
199 CRAWFORD ROAD 9.375 1,543.73 80
9.125 1,543.73 232,000.00
T/O TUSTEN NY 12764 1 05/26/00 00
0249596342 05 07/01/00 0
0249596342 O 06/01/30
0
3500337 168/168 F 105,000.00 ZZ
360 104,942.65 1
35 PEACEFUL TRAIL 9.000 844.85 70
8.750 844.85 152,000.00
IRONDEQUOIT NY 14609 1 05/31/00 00
0249582805 05 07/01/00 0
0249582805 O 06/01/30
0
3500460 F28/G02 F 76,950.00 ZZ
360 76,331.94 3
163 N 175 E 9.000 619.16 90
8.750 619.16 85,500.00
WARSAW IN 46580 1 04/29/99 10
0432077840 05 06/01/99 25
4744888 N 05/01/29
0
3500463 F28/G02 F 112,500.00 ZZ
360 111,691.36 3
19 MAPLEWOOD AVE 8.750 885.04 90
8.500 885.04 125,000.00
GLOUCESTER MA 01930 1 06/18/99 10
0432077873 05 08/01/99 25
4880484 N 07/01/29
0
3500464 F28/G02 F 135,000.00 ZZ
360 134,113.73 3
32 BAIRD ST 8.750 1,062.05 90
8.500 1,062.05 150,000.00
1
MATTAPAN MA 02126 1 07/07/99 14
0432077881 05 09/01/99 25
4889784 N 08/01/29
0
3500465 F28/G02 F 473,600.00 ZZ
360 470,491.06 4
1736-42 MISSOURI STREET 8.750 3,725.81 80
8.500 3,725.81 592,000.00
SAN DIEGO CA 92109 1 07/02/99 00
0432077899 05 09/01/99 0
4911220 O 08/01/29
0
3500466 F28/G02 F 154,000.00 ZZ
360 153,014.36 4
4274-4280 WEST 23RD ST 8.875 1,225.30 70
8.625 1,225.30 220,000.00
CLEVELAND OH 44109 5 07/23/99 00
0432077907 05 09/01/99 0
4944058 N 08/01/29
0
3500468 F28/G02 F 44,910.00 ZZ
360 44,668.98 1
1215 MAPLE AVE 9.250 369.46 90
9.000 369.46 49,900.00
JACKSON MI 49221 1 08/30/99 04
0432077923 05 10/01/99 25
4953489 N 09/01/29
0
3500469 F28/G02 F 89,300.00 ZZ
360 88,742.84 1
4508 MILFORD AV 9.000 718.53 95
8.750 718.53 94,000.00
PARMA OH 44134 5 07/28/99 10
0432077931 05 09/01/99 30
4954725 O 08/01/29
0
3500470 F28/G02 F 71,250.00 ZZ
360 70,794.39 1
18485 GARFIELD AV 9.000 573.29 95
8.750 573.29 75,000.00
REDFORD MI 48240 5 07/22/99 10
0432077949 05 09/01/99 30
4973139 O 08/01/29
0
1
3500472 F28/G02 F 52,650.00 ZZ
360 52,336.94 3
2501 NORTH CALVERT ST 8.750 414.20 90
8.500 414.20 58,500.00
BALTIMORE MD 21218 1 08/16/99 10
0432077956 05 10/01/99 25
4985416 O 09/01/29
0
3500473 F28/G02 F 78,300.00 ZZ
360 77,900.84 3
8 POND ST 9.500 658.39 90
9.250 658.39 87,000.00
WORCESTER MA 01604 1 08/30/99 10
0432077964 05 10/01/99 25
4998930 N 09/01/29
0
3500474 F28/G02 F 63,000.00 ZZ
360 62,513.15 4
1916 WASHINGTON ST 9.000 506.91 90
8.750 506.91 70,000.00
MANITOWOC WI 54220 1 08/27/99 10
0432077972 05 10/01/99 25
5003571 O 09/01/29
0
3500475 F28/G02 F 99,900.00 ZZ
360 99,260.62 1
15419 WOODBROOK AVE 8.875 794.85 90
8.625 794.85 111,000.00
MAPLE HTS OH 44137 5 08/02/99 14
0432077980 05 09/01/99 25
5009877 O 08/01/29
0
3500476 F28/G02 F 82,800.00 ZZ
360 82,320.11 3
3009 MOSSDALE AV 8.875 658.79 90
8.625 658.79 92,000.00
DURHAM NC 27707 1 08/20/99 10
0432069466 05 10/01/99 25
5015518 N 09/01/29
0
3500477 F28/G02 F 87,300.00 ZZ
360 86,793.94 1
1
2256 QUARTZ STREET 8.875 694.60 90
8.625 694.60 97,000.00
GROVE CITY OH 43123 5 08/24/99 04
0432077998 05 10/01/99 25
5018381 O 09/01/29
0
3500478 F28/G02 F 129,500.00 ZZ
360 128,822.50 4
2685 EAST AV 9.375 1,077.12 90
9.125 1,077.12 143,900.00
COLUMBUS OH 43202 1 08/16/99 04
0432069573 05 10/01/99 25
5026368 N 09/01/29
0
3500479 F28/G02 F 56,250.00 ZZ
360 55,965.04 3
677 WEST 7TH ST 9.000 452.60 90
8.750 452.60 62,500.00
GREENFIELD IN 46140 1 09/22/99 04
0432078004 05 11/01/99 25
5032529 N 10/01/29
0
3500480 F28/G02 F 38,700.00 ZZ
360 38,522.23 1
116 HAYNES ST 10.000 339.62 90
9.750 339.62 43,000.00
DAYTON OH 45410 1 08/20/99 14
0432078012 05 10/01/99 25
5037710 N 09/01/29
0
3500481 F28/G02 F 243,000.00 ZZ
360 241,697.08 4
1611 GARDENIA AV 8.750 1,911.68 90
8.500 1,911.68 270,000.00
LONGBEACH CA 90813 1 09/08/99 14
0432069524 05 11/01/99 25
5043478 O 10/01/29
0
3500482 F28/G02 F 127,800.00 ZZ
360 127,077.86 1
3936 7 TH ST NE 9.000 1,028.31 90
8.750 1,028.31 142,000.00
WASHINGTON DC 20017 1 08/23/99 14
0432069557 05 10/01/99 25
1
5048436 N 09/01/29
0
3500483 F28/G02 F 57,000.00 ZZ
360 56,411.94 3
838 E 3RD ST 9.500 479.29 95
9.250 479.29 60,000.00
MISHAWAKA IN 46544 1 09/13/99 10
0432078020 05 11/01/99 30
5048776 N 10/01/29
0
3500484 F28/G02 F 37,800.00 ZZ
360 37,566.20 2
2028 UPTON 9.125 307.55 90
8.875 307.55 42,000.00
TOLEDO OH 43607 1 08/27/99 10
0432078038 05 10/01/99 25
5067048 N 09/01/29
0
3500485 F28/G02 F 132,650.00 ZZ
360 132,043.86 3
2217 PARK AV 9.500 1,115.39 90
9.250 1,115.39 147,400.00
CINCINNATI OH 45206 1 09/16/99 04
0432078046 05 11/01/99 25
5075159 N 10/01/29
0
3500486 F28/G02 F 119,700.00 ZZ
360 119,123.99 1
60 LAFAYETTE ST 9.250 984.74 95
9.000 984.74 126,000.00
LOWELL MA 01854 5 09/24/99 10
0432078053 05 11/01/99 30
5092368 O 10/01/29
0
3500488 F28/G02 F 100,000.00 ZZ
360 99,518.73 2
N8825 OVERLAND DR 9.250 822.68 85
9.000 822.68 118,000.00
WATERTOWN WI 53094 5 09/29/99 14
0432078061 05 11/01/99 12
5097128 O 10/01/29
0
1
3500490 F28/G02 F 116,100.00 ZZ
360 115,555.56 2
7814 -20 DOMINICAN ST 9.375 965.66 90
9.125 965.66 129,000.00
NEW ORLEANS LA 70118 1 09/30/99 14
0432078087 05 11/01/99 25
5102827 N 10/01/29
0
3500493 F28/G02 F 112,200.00 ZZ
360 111,683.52 1
5137 WARMBRIAR 8.875 892.72 90
8.625 892.72 126,000.00
WHITE LAKE MI 48383 5 10/11/99 10
0432078111 05 12/01/99 25
5110152 O 11/01/29
0
3500494 F28/G02 F 110,475.00 ZZ
360 109,406.74 4
5409 WEST GREENFIELD AV 9.250 908.85 90
9.000 908.85 122,750.00
W. MILWAUKEE WI 53214 1 09/23/99 10
0432078129 05 11/01/99 25
5111919 N 10/01/29
0
3500495 F28/G02 F 78,800.00 ZZ
360 78,390.41 1
1095 SOUTH HIGHLAND DRIVE 8.875 626.97 95
8.625 626.97 83,000.00
SNOWFLAKE AZ 85937 5 09/16/99 10
0432078137 05 11/01/99 30
5113461 O 10/01/29
0
3500496 F28/G02 F 95,000.00 ZZ
360 94,562.76 3
101 - 103 CENTENNIAL STREET 8.875 755.86 68
8.625 755.86 140,000.00
BURRILLVILLE RI 02859 5 10/29/99 00
0432078145 05 12/01/99 0
5127679 N 11/01/29
0
3500497 F28/G02 F 308,000.00 ZZ
360 306,732.09 1
19 CLYDEN RD 8.750 2,423.04 80
8.500 2,423.04 385,000.00
1
WANSCOTT NY 11975 1 11/18/99 00
0432078152 05 01/01/00 0
5128410 O 12/01/29
0
3500498 F28/G02 F 27,000.00 ZZ
360 26,904.80 1
505 FORSYTHE AVENUE 9.500 227.04 90
9.250 227.04 30,000.00
CALUMET CITY IL 60409 1 11/08/99 14
0432078160 05 01/01/00 25
5143773 N 12/01/29
0
3500499 F28/G02 F 105,000.00 ZZ
360 103,853.53 4
3415 WEST ST 9.250 863.81 53
9.000 863.81 200,000.00
OAKLAND CA 94608 5 10/01/99 00
0432078178 05 12/01/99 0
5147677 N 11/01/29
0
3500500 F28/G02 F 107,100.00 ZZ
360 106,643.60 4
4904 MERRITT DR 9.250 881.09 90
9.000 881.09 119,000.00
AUSTIN TX 78744 1 10/14/99 10
0432078186 05 12/01/99 25
5162029 N 11/01/29
0
3500501 F28/G02 F 107,100.00 ZZ
360 106,643.60 4
4905 MERRITT DR 9.250 881.09 90
9.000 881.09 119,000.00
AUSTIN TX 78744 1 10/18/99 10
0432078194 05 12/01/99 25
5162128 N 11/01/29
0
3500502 F28/G02 F 62,100.00 ZZ
360 61,835.41 4
3450 GILES AV 9.250 510.88 90
9.000 510.88 69,000.00
ST LOUIS MO 63116 1 10/13/99 14
0432078202 05 12/01/99 25
5164108 N 11/01/29
0
1
3500504 F28/G02 F 93,600.00 ZZ
360 93,169.21 1
6768 GERONIMO STREET 8.875 744.72 90
8.625 744.72 104,000.00
WESTLAND MI 48185 1 10/28/99 04
0432078228 05 12/01/99 25
5173711 N 11/01/29
0
3500505 F28/G02 F 154,000.00 ZZ
360 153,265.75 3
3985 WASHINGTON ST 8.875 1,225.29 50
8.625 1,225.29 308,000.00
ROSLINDALE MA 02131 5 10/27/99 00
0432078236 05 12/01/99 0
5176203 N 11/01/29
0
3500507 F28/G02 F 136,800.00 ZZ
360 136,186.32 2
240 STIMMEL STREET 9.000 1,100.72 90
8.750 1,100.72 152,000.00
WEST CHICAGO IL 60185 5 10/30/99 14
0432078251 05 12/01/99 25
5188620 O 11/01/29
0
3500508 F28/G02 F 153,900.00 ZZ
360 153,298.17 3
187-189 ROCHESTER ST 9.000 1,238.31 90
8.750 1,238.31 171,500.00
WESTBROOK ME 04092 1 11/22/99 10
0432078269 05 01/01/00 25
5189735 O 12/01/29
0
3500510 F28/G02 F 78,300.00 ZZ
360 77,977.65 4
43 ORIENT ST 8.750 615.99 90
8.500 615.99 87,000.00
WORCESTER MA 01604 1 11/19/99 10
0432078285 05 01/01/00 35
5204326 N 12/01/29
0
3500511 F28/G02 F 81,000.00 ZZ
360 80,366.16 4
1
3849-51 JUNIATA ST 9.125 659.04 90
8.875 659.04 90,000.00
ST LOUIS MO 63116 1 11/02/99 10
0432078293 05 12/01/99 25
5212303 O 11/01/29
0
3500512 F28/G02 F 131,750.00 ZZ
360 131,234.78 3
21 CLARENDON ST 9.000 1,060.09 85
8.750 1,060.09 155,000.00
WORCESTER MA 01604 5 11/23/99 10
0432078301 05 01/01/00 12
5214713 O 12/01/29
0
3500513 F28/G02 F 114,800.00 ZZ
360 114,419.77 3
3300 SOUTH 9TH PLACE 9.125 934.05 89
8.875 934.05 130,200.00
MILWAUKEE WI 53215 1 12/06/99 14
0432078319 05 02/01/00 25
5234307 N 01/01/30
0
3500514 F28/G02 F 133,950.00 ZZ
360 133,181.29 1
34 FERNWOOD RD 8.875 1,065.77 95
8.625 1,065.77 141,000.00
MONTGOMERY IL 60538 5 11/19/99 10
0432078327 05 01/01/00 30
5237328 O 12/01/29
0
3500516 F28/G02 F 254,250.00 ZZ
360 253,194.07 2
66-68 PALMER ST 9.000 2,045.75 90
8.750 2,045.75 282,500.00
ARLINGTON MA 02474 1 12/10/99 10
0432078343 05 02/01/00 25
5252970 N 01/01/30
0
3500517 F28/G02 F 247,500.00 ZZ
360 246,506.93 4
48 CHUBBUCK STREET 8.875 1,969.22 90
8.625 1,969.22 275,000.00
QUINCY MA 02171 1 11/30/99 10
0432078350 05 01/01/00 25
1
5253069 O 12/01/29
0
3500518 F28/G02 F 72,350.00 ZZ
360 72,065.82 2
717 SANFORD ST 9.000 582.15 94
8.750 582.15 77,000.00
PHILIDELPHIA PA 19115 1 11/30/99 10
0432078368 05 01/01/00 30
5255528 O 12/01/29
0
3500519 F28/G02 F 58,500.00 ZZ
360 58,304.67 1
609 N DEAN ST 9.000 470.70 90
8.750 470.70 65,500.00
BAY CITY MI 48706 5 12/10/99 04
0432078376 05 02/01/00 25
5262514 O 01/01/30
0
3500520 F28/G02 F 131,950.00 ZZ
360 131,531.58 3
12 HILLSIDE ST 9.250 1,085.52 90
9.000 1,085.52 146,666.00
WORCESTER MA 01610 1 12/22/99 10
0432078384 05 02/01/00 25
5266485 N 01/01/30
0
3500521 F28/G02 F 300,000.00 ZZ
360 298,656.23 2
294 ARLINGTON ST 8.750 2,360.10 74
8.500 2,360.10 407,000.00
WATERTOWN MA 02472 1 12/30/99 00
0432078392 05 02/01/00 0
5268133 O 01/01/30
0
3500522 F28/G02 F 133,000.00 ZZ
360 132,149.49 1
268 CREEKSIDE DR 8.875 1,058.21 95
8.625 1,058.21 140,000.00
BOLINGBROOK IL 60440 5 11/23/99 10
0432078400 05 01/01/00 30
5268184 O 12/01/29
0
1
3500524 F28/G02 F 224,900.00 ZZ
360 223,956.56 4
40 JEFFRIES STREET 8.875 1,789.41 90
8.625 1,789.41 250,000.00
BOSTON MA 02128 1 12/20/99 04
0432078426 05 02/01/00 25
5272323 O 01/01/30
0
3500525 F28/G02 F 275,000.00 ZZ
360 274,105.07 1
1009 LA RUEDA ROAD 9.125 2,237.49 62
8.875 2,237.49 450,000.00
VISTA CA 92084 1 12/10/99 00
0432078434 05 02/01/00 0
5275617 O 01/01/30
0
3500526 F28/G02 F 78,750.00 ZZ
360 78,500.26 1
3590 CARTHAGE CT 9.250 647.86 90
9.000 647.86 87,500.00
WESTERVILLE OH 43081 1 12/21/99 10
0432078442 05 02/01/00 25
5285097 N 01/01/30
0
3500529 F28/G02 F 83,000.00 ZZ
360 82,781.52 2
8604 WILLARD AVENUE 9.250 682.83 90
9.000 682.83 93,000.00
CLEVELAND OH 44102 5 01/25/00 14
0432078475 05 03/01/00 25
5298205 O 02/01/30
0
3500530 F28/G02 F 300,000.00 ZZ
360 299,048.65 1
9200 TAYLOE'S NECK ROAD 9.250 2,468.03 63
9.000 2,468.03 480,000.00
NANJEMOY MD 20662 2 12/28/99 00
0432078483 05 02/01/00 0
5298686 O 01/01/30
0
3500531 F28/G02 F 90,000.00 ZZ
360 89,707.11 2
1843 SW 44 TERRACE 9.125 732.27 90
8.875 732.27 100,000.00
1
FT LAUDERDALE FL 33317 1 12/28/99 04
0432069540 05 02/01/00 25
5308038 N 01/01/30
0
3500533 F28/G02 F 262,500.00 ZZ
360 261,290.67 1
38910 LIME KILN RD 9.000 2,112.13 70
8.750 2,112.13 375,000.00
LEESBURG VA 20175 5 12/21/99 00
0432078509 05 02/01/00 0
5322904 O 01/01/30
0
3500539 F28/G02 F 97,300.00 ZZ
360 97,081.14 1
610 WEST 32ND ST 10.000 853.88 70
9.750 853.88 139,000.00
MINNEAPOLIS MN 55408 5 01/27/00 00
0432078566 05 03/01/00 0
5356674 N 02/01/30
0
3500541 F28/G02 F 157,500.00 ZZ
360 157,063.34 1
187 ALDAMA 9.000 1,267.28 90
8.750 1,267.28 175,000.00
POMONA CA 91767 5 01/24/00 10
0432078582 05 03/01/00 25
5359015 O 02/01/30
0
3500544 F28/G02 F 32,100.00 ZZ
360 32,015.50 1
9465 BEACONFIELD 9.250 264.08 90
9.000 264.08 35,711.00
DETROIT MI 48224 1 01/24/00 14
0432078616 05 03/01/00 25
5362819 N 02/01/30
0
3500547 F28/G02 F 314,450.00 ZZ
360 313,790.37 1
1022 DEMSEY RD 9.250 2,586.90 95
9.000 2,586.90 331,000.00
MILPITAS CA 95035 1 02/01/00 01
0432078640 05 04/01/00 30
5383882 O 03/01/30
0
1
3500552 F28/G02 F 125,100.00 ZZ
360 124,932.59 3
9-11 INMAN ST 10.000 1,097.84 90
9.750 1,097.84 139,000.00
LAWRENCE MA 01840 1 03/10/00 10
0432078699 05 05/01/00 25
5427160 N 04/01/30
0
3500553 F28/G02 F 74,250.00 ZZ
360 74,139.57 3
757 FRONT ST 9.500 624.33 90
9.250 624.33 82,500.00
AURORA IL 60505 1 03/07/00 10
0432078707 05 05/01/00 25
5437185 O 04/01/30
0
3500556 F28/G02 F 135,000.00 ZZ
360 134,788.43 3
465 EAST HIGH ST 9.250 1,110.61 90
9.000 1,110.61 150,000.00
MANCHESTER NH 03104 2 03/01/00 14
0432078731 05 05/01/00 25
5453337 O 04/01/30
0
3500558 F28/G02 F 108,000.00 ZZ
360 107,700.59 2
1019-21 WAYBURN AVE 9.000 868.99 90
8.750 868.99 120,000.00
GROSSE POINTE P MI 48230 1 01/31/00 04
0432078756 05 03/01/00 25
5492451 N 02/01/30
0
3500560 F28/G02 F 126,000.00 ZZ
360 125,944.26 3
37 HOUGHTON ST 10.000 1,105.74 89
9.750 1,105.74 142,000.00
WORCESTER MA 01604 1 05/05/00 10
0432069581 05 07/01/00 25
5517293 N 06/01/30
0
3500561 F28/G02 F 284,000.00 ZZ
360 283,740.88 1
1
2611 N.E. 47TH ST 9.875 2,466.11 80
9.625 2,466.11 355,000.00
LIGHTHOUSE POIN FL 33064 1 04/07/00 00
0432078772 05 06/01/00 0
5519503 O 05/01/30
0
3500562 F28/G02 F 174,000.00 ZZ
360 173,909.79 1
2041 PERRON RD 9.250 1,431.46 78
9.000 1,431.46 224,000.00
CARROLLTON OH 44615 1 05/11/00 00
0432078780 05 07/01/00 0
5530880 O 06/01/30
0
3500564 F28/G02 F 86,400.00 ZZ
360 86,264.59 1
135 CHERRYDELL RD 9.250 710.80 90
9.000 710.80 96,000.00
CATONSVILLE MD 21228 2 04/06/00 14
0432078806 05 05/01/00 25
5535145 N 04/01/30
0
3500567 F28/G02 F 157,500.00 ZZ
360 157,356.29 2
4939 W ALTGELD STREET 9.875 1,367.65 90
9.625 1,367.65 175,000.00
CHICAGO IL 60639 5 04/04/00 10
0432078830 05 06/01/00 25
5541598 O 05/01/30
0
3500568 F28/G02 F 45,000.00 ZZ
360 44,960.01 1
19998 M-68 HWY 10.000 394.91 90
9.750 394.91 50,000.00
ONAWAY MI 49765 1 04/28/00 04
0432078848 05 06/01/00 25
5545583 N 05/01/30
0
3500569 F28/G02 F 80,100.00 ZZ
360 80,009.86 4
2813 GOLDEN VALLEY RD 8.875 637.31 90
8.625 637.31 89,000.00
MINNEAPOLIS MN 55411 1 04/28/00 04
0432078855 05 06/01/00 25
1
5573559 N 05/01/30
0
3500573 F28/G02 F 128,700.00 ZZ
360 128,533.58 2
1622 ELMWOOD AV 8.875 1,023.99 90
8.625 1,023.99 143,000.00
COLUMBUS OH 43212 1 04/26/00 04
0432078897 05 06/01/00 25
5603877 N 05/01/30
0
3500574 F28/G02 F 99,000.00 ZZ
360 98,896.96 4
224 SOUTH "J" ST 9.250 814.45 90
9.000 814.45 110,000.00
LAKEWORTH FL 33460 1 05/03/00 10
0432078905 05 06/01/00 25
5615568 N 05/01/30
0
3500575 F28/G02 F 156,000.00 ZZ
360 155,916.98 1
2754 BRATTON WAY 9.125 1,269.27 80
8.875 1,269.27 195,000.00
STEVENSVILLE MT 59870 1 05/08/00 00
0432078913 05 07/01/00 0
5637107 O 06/01/30
0
3500576 F28/G02 F 94,500.00 ZZ
360 94,447.03 1
5470 SAN PEDRO DR 8.875 751.88 76
8.625 751.88 124,500.00
TOLEDO OH 43612 1 05/12/00 00
0432078921 05 07/01/00 0
5646761 O 06/01/30
0
3500990 593/G02 F 60,750.00 ZZ
360 60,685.08 1
704 WILDROSE LANE 9.125 494.29 90
8.875 494.29 67,500.00
BLACKFOOT ID 83221 1 04/25/00 12
0432066348 05 06/01/00 25
0007575681 N 05/01/30
0
1
3501254 168/168 F 186,750.00 ZZ
360 186,645.30 1
8313 STAIRTOP COURT 8.875 1,485.87 75
8.625 1,485.87 249,000.00
COLUMBIA MD 21045 1 05/31/00 00
0169582884 03 07/01/00 0
0169582884 O 06/01/30
0
3501748 163/G02 F 66,000.00 ZZ
360 65,925.71 1
731 HORNET DRIVE 8.875 525.13 63
8.625 525.13 105,000.00
GARDNERVILLE NV 89410 1 04/25/00 00
0432067296 05 06/01/00 0
71738679 N 05/01/30
0
3503310 E22/G02 F 52,400.00 ZZ
360 52,400.00 1
1913 CHERRY STREET 9.875 455.01 80
9.625 455.01 65,500.00
AMARILLO TX 79106 5 06/02/00 00
0411968043 05 08/01/00 0
0411968043 O 07/01/30
0
3503315 E22/G02 F 42,000.00 T
360 42,000.00 1
300 PALM CIRCLE 9.500 353.16 70
9.250 353.16 60,000.00
LAKE CITY FL 32055 5 06/07/00 00
0411975352 05 08/01/00 0
0411975352 O 07/01/30
0
3503318 E22/G02 F 110,700.00 ZZ
360 110,646.97 4
2938 NORTH FIRST STREET 9.625 940.94 90
9.375 940.94 123,000.00
FRESNO CA 93703 1 05/30/00 01
0411980766 05 07/01/00 25
0411980766 N 06/01/30
0
3503320 E22/G02 F 104,000.00 ZZ
360 104,000.00 1
404 WINDSTREAM PLACE 9.625 883.99 80
9.375 883.99 130,000.00
1
LAWRENCEVILLE GA 30044 5 06/07/00 00
0411982572 05 08/01/00 0
0411982572 N 07/01/30
0
3503321 E22/G02 F 80,000.00 ZZ
360 80,000.00 1
15939 MIDDLEBELT 9.875 694.68 80
9.625 694.68 100,000.00
LIVONIA MI 48154 1 06/07/00 00
0411982663 05 08/01/00 0
0411982663 N 07/01/30
0
3503322 E22/G02 F 165,000.00 ZZ
360 164,925.03 1
32728 46TH PLACE SOUTH 9.875 1,432.78 75
9.625 1,432.78 220,000.00
AUBURN WA 98001 2 05/26/00 00
0411983463 05 07/01/00 0
0411983463 N 06/01/30
0
3503323 E22/G02 F 168,750.00 ZZ
360 168,673.33 1
29317 152ND AVENUE SOUTHEAST 9.875 1,465.34 75
9.625 1,465.34 225,000.00
KENT WA 98042 5 05/26/00 00
0411983588 05 07/01/00 0
0411983588 N 06/01/30
0
3503326 E22/G02 F 84,000.00 ZZ
360 83,954.12 1
103 MAPLE AVENUE 9.000 675.88 80
8.750 675.88 105,000.00
SARALAND AL 36571 1 06/07/00 00
0411991946 05 07/01/00 0
0411991946 O 06/01/30
0
3503330 E22/G02 F 248,000.00 ZZ
360 248,000.00 1
1855 GARLAND LANE 9.000 1,995.46 80
8.750 1,995.46 310,000.00
BOULDER CO 80304 1 06/07/00 00
0411996887 05 08/01/00 0
0411996887 O 07/01/30
0
1
3503331 E22/G02 F 274,500.00 ZZ
360 274,500.00 1
39170 PLUMBROOK 9.500 2,308.14 90
9.250 2,308.14 305,000.00
FARMINGTON HILL MI 48331 1 06/07/00 01
0411998271 05 08/01/00 30
0411998271 O 07/01/30
0
3504003 F60/G02 F 64,800.00 ZZ
360 64,769.77 4
1108 A,B,C&D SCOTSDALE DRIVE 9.750 556.73 90
9.500 556.73 72,000.00
HARVEY LA 70058 1 05/26/00 10
0432067981 05 07/01/00 25
445463 N 06/01/30
0
3505722 T08/G02 F 75,565.00 ZZ
360 75,524.79 1
12531 PITCH DRIVE 9.125 614.82 85
8.875 614.82 88,900.00
GRAND ISLAND FL 32735 1 05/23/00 11
0432110542 03 07/01/00 12
11180211 O 06/01/30
0
3506095 134/G02 F 36,100.00 ZZ
360 36,084.02 1
2275 N CABLE RD UNIT 134 10.000 316.81 95
9.750 316.81 38,000.00
LIMA OH 45807 1 05/11/00 10
0432094175 01 07/01/00 30
10280444 O 06/01/30
0
3506847 E22/G02 F 130,100.00 ZZ
360 130,100.00 1
4919 STEEPLE CHASE COURT 9.375 1,082.11 80
9.125 1,082.11 162,696.00
GRAND PRAIRIE TX 75052 1 06/07/00 00
0411756208 03 08/01/00 0
0411756208 O 07/01/30
0
3506848 E22/G02 F 73,800.00 ZZ
360 73,761.74 1
1
2612 TOWNVIEW AVE NE 9.250 607.13 46
9.000 607.13 162,900.00
ST ANTHONY MN 55418 1 05/31/00 00
0411858350 05 07/01/00 0
0411858350 O 06/01/30
0
3506849 E22/G02 F 84,500.00 ZZ
360 84,461.61 1
6066 CRAB ORCHARD 9.875 733.75 88
9.625 733.75 97,000.00
SAN ANTONIO TX 78240 2 05/22/00 04
0411937998 03 07/01/00 30
0411937998 O 06/01/30
0
3506851 E22/G02 F 222,000.00 ZZ
360 222,000.00 1
1309 HARMON STREET 9.500 1,866.70 80
9.250 1,866.70 277,500.00
SANTA BARBARA CA 93103 1 06/05/00 00
0411941826 05 08/01/00 0
0411941826 N 07/01/30
0
3506852 E22/G02 F 264,000.00 ZZ
360 264,000.00 4
921 EUCLID AVENUE 9.250 2,171.86 80
9.000 2,171.86 330,000.00
MIAMI BEACH FL 33139 1 06/08/00 00
0411957020 05 08/01/00 0
0411957020 O 07/01/30
0
3506853 E22/G02 F 270,000.00 ZZ
360 270,000.00 1
323 NE 7TH AVENUE 9.500 2,270.31 90
9.250 2,270.31 300,000.00
DELRAY BEACH FL 33483 1 06/08/00 10
0411958531 05 08/01/00 25
0411958531 O 07/01/30
0
3506857 E22/G02 F 220,500.00 ZZ
360 220,500.00 1
2473 KILKARE ROAD 9.500 1,854.08 90
9.250 1,854.08 245,000.00
SUNOL CA 94586 1 06/05/00 01
0411973159 03 08/01/00 25
1
0411973159 O 07/01/30
0
3506859 E22/G02 F 63,900.00 ZZ
360 63,900.00 1
168 HIGH COUNTRY ROAD 8.625 497.01 80
8.375 497.01 79,900.00
SHERMAN TX 75092 1 06/08/00 00
0411977457 05 08/01/00 0
0411977457 O 07/01/30
0
3506861 E22/G02 F 66,150.00 ZZ
360 66,150.00 1
708 PIONEER STREET 9.500 556.23 90
9.250 556.23 73,500.00
KALAMAZOO MI 49008 1 06/08/00 01
0411985070 05 08/01/00 25
0411985070 N 07/01/30
0
3506866 E22/G02 F 472,000.00 ZZ
360 472,000.00 2
1116 & 1118 TOPAZ AVENUE 9.125 3,840.35 80
8.875 3,840.35 590,000.00
SAN JOSE CA 95117 1 06/06/00 00
0411994973 05 08/01/00 0
0411994973 O 07/01/30
0
3506988 E82/G02 F 344,000.00 ZZ
360 344,000.00 1
775 PESCADERO DRIVE 9.375 2,861.22 80
9.125 2,861.22 430,000.00
SAN JOSE CA 95123 5 06/02/00 00
0400281135 05 08/01/00 0
0400281135 O 07/01/30
0
3507184 637/G02 F 164,000.00 ZZ
360 163,917.18 1
99 POPLAR DRIVE 9.375 1,364.07 80
9.125 1,364.07 207,000.00
HATTIESBURG MS 39402 5 05/12/00 00
0432071991 05 07/01/00 0
0017681073 O 06/01/30
0
1
3507686 E84/G02 F 58,000.00 ZZ
360 57,973.65 1
301 EAST 9TH AVENUE 9.875 503.64 80
9.625 503.64 72,500.00
BIG TIMBER MT 59011 1 06/05/00 00
0432089118 05 07/01/00 0
18902248 O 06/01/30
0
3507722 E84/G02 F 82,500.00 ZZ
360 82,460.48 2
3446 W FLOURNOY STREET 9.625 701.24 75
9.375 701.24 110,000.00
CHICAGO IL 60624 5 05/15/00 00
0432091700 05 07/01/00 0
11004384 N 06/01/30
0
3507734 E84/G02 F 47,250.00 ZZ
360 47,230.18 2
520-522 NORTH STREET 10.250 423.41 75
10.000 423.41 63,000.00
GLADEWATER TX 75647 1 05/16/00 00
0432122778 05 07/01/00 0
32601303 N 06/01/30
0
3507893 E84/G02 F 79,800.00 ZZ
360 79,754.09 1
11590 NORTHWEST LISTER AVENUE 8.750 627.79 95
8.500 627.79 84,000.00
PRINEVILLE OR 97754 1 05/23/00 10
0432115798 05 07/01/00 30
61700488 O 06/01/30
0
3507939 E84/G02 F 348,000.00 ZZ
360 347,809.91 1
228 BRIAR DRIVE 9.000 2,800.09 80
8.750 2,800.09 435,000.00
MARTINEZ CA 94553 1 05/05/00 00
0432091510 05 07/01/00 0
16000527 O 06/01/30
0
3508015 E84/G02 F 62,400.00 ZZ
360 62,368.49 2
2010-12 SANTA ANNA DRIVE 9.375 519.01 80
9.125 519.01 78,000.00
1
GARLAND TX 75042 1 05/26/00 00
0432089266 05 07/01/00 0
32601326 N 06/01/30
0
3508434 E84/G02 F 445,000.00 ZZ
360 444,185.50 1
201 SOUTH HUDSON STREET 8.500 3,421.67 55
8.250 3,421.67 820,000.00
DENVER CO 80246 2 03/20/00 00
0432103554 05 05/01/00 0
32700012 O 04/01/30
0
3508494 E84/G02 F 73,500.00 ZZ
360 73,465.71 1
444 SIOUX DRIVE 9.750 631.48 70
9.500 631.48 105,000.00
BOLINGBROOK IL 60440 1 05/26/00 00
0432089068 05 07/01/00 0
11401902 N 06/01/30
0
3508574 E84/G02 F 104,500.00 ZZ
360 104,445.82 1
39867 GOLF LANE 9.250 859.70 80
9.000 859.70 131,500.00
ANTIOCH IL 60002 1 05/25/00 00
0432115855 01 07/01/00 0
11203238 O 06/01/30
0
3508630 E84/G02 F 216,000.00 ZZ
360 215,890.92 3
485 485A 487 36TH STREET 9.375 1,796.58 80
9.125 1,796.58 270,000.00
OAKLAND CA 94609 1 05/08/00 00
0432091502 05 07/01/00 0
50790231 N 06/01/30
0
3508735 E84/G02 F 125,200.00 ZZ
360 125,131.61 1
9406 W. SPANISH MOSS ROAD 9.000 1,007.39 80
8.750 1,007.39 156,500.00
LAKE WORTH FL 33467 1 05/15/00 00
0432089134 03 07/01/00 0
15300695 O 06/01/30
0
1
3508758 E84/G02 F 140,000.00 ZZ
360 139,929.30 1
4740 SOUTH PIERSON WAY 9.375 1,164.45 75
9.125 1,164.45 189,000.00
LITTLETON CO 80127 5 05/12/00 00
0432115806 05 07/01/00 0
80008673 O 06/01/30
0
3508813 950/G02 F 97,500.00 ZZ
360 97,452.05 1
87808 SALTAIRE STREET 9.500 819.83 75
9.250 819.83 130,000.00
FLORENCE OR 97439 1 05/22/00 00
0432071751 05 07/01/00 0
401000505069 O 06/01/30
0
3508823 E84/G02 F 116,000.00 ZZ
360 115,931.51 1
245 POLARIS CIRCLE 8.625 902.24 80
8.375 902.24 145,000.00
MERLIN OR 97532 2 05/09/00 00
0432115186 05 07/01/00 0
60801679 O 06/01/30
0
3509001 E84/G02 F 553,200.00 ZZ
360 552,881.72 1
1403 KENT LANE 8.750 4,352.03 68
8.500 4,352.03 824,000.00
AUSTIN TX 78703 2 05/25/00 00
0432091551 05 07/01/00 0
32601310 O 06/01/30
0
3509046 E84/G02 F 112,800.00 ZZ
360 112,745.96 4
801 WEST 1ST AVENUE 9.625 958.79 80
9.375 958.79 141,000.00
CHICO CA 95926 1 05/25/00 00
0432091460 05 07/01/00 0
75500523 N 06/01/30
0
3509084 E84/G02 F 360,000.00 ZZ
360 359,798.18 1
1
19 CAVEN ROAD 8.875 2,864.32 80
8.625 2,864.32 450,000.00
LIGONIER PA 15658 1 05/22/00 00
0432089100 05 07/01/00 0
70301552 O 06/01/30
0
3509128 E84/G02 F 189,600.00 ZZ
360 189,490.92 1
3835 SOUTH STAGE ROAD 8.750 1,491.58 80
8.500 1,491.58 237,000.00
MEDFORD OR 97501 1 05/23/00 00
0432089324 05 07/01/00 0
60801992 O 06/01/30
0
3509133 163/G02 F 142,000.00 ZZ
360 141,922.44 1
9515 DOGWOOD AVENUE 9.000 1,142.56 64
8.750 1,142.56 222,000.00
BROOKLYN PARK MN 55443 1 05/17/00 00
0432083053 05 07/01/00 0
3917410459 O 06/01/30
0
3509248 E84/G02 F 500,000.00 ZZ
360 499,704.80 1
9025 NORTHEAST BOTHELL WAY 8.625 3,888.95 76
8.375 3,888.95 665,000.00
BOTHELL WA 98011 1 05/18/00 00
0432115152 05 07/01/00 0
61201891 O 06/01/30
0
3509321 E84/G02 F 171,100.00 ZZ
360 171,100.00 1
1948 SAW TOOTH COURT 9.500 1,438.70 80
9.250 1,438.70 213,936.00
HASLET TX 76052 1 06/02/00 00
0432089241 05 08/01/00 0
32601331 O 07/01/30
0
3509421 E84/G02 F 130,000.00 ZZ
360 129,932.60 1
1604 EXPOSITION BOULEVARD 9.250 1,069.48 39
9.000 1,069.48 335,000.00
AUSTIN TX 78703 2 05/25/00 00
0432089209 05 07/01/00 0
1
32601327 O 06/01/30
0
3509567 637/G02 F 108,000.00 ZZ
360 107,950.93 1
MILLETT MALLETT RD 9.875 937.82 80
9.625 937.82 135,000.00
LINCOLN ME 04457 1 05/24/00 00
0432088326 05 07/01/00 0
0021237151 O 06/01/30
0
3509600 S11/G02 F 128,000.00 ZZ
360 127,930.08 1
2457 DESERT OAK DRIVE 9.000 1,029.92 80
8.750 1,029.92 161,000.00
PALMDALE CA 93550 1 05/11/00 00
0432115202 05 07/01/00 0
10200495 N 06/01/30
0
3510040 637/G02 F 128,700.00 ZZ
360 128,639.95 4
226-232 BOLLING DRIVE 9.750 1,105.74 90
9.500 1,105.74 143,000.00
BANGOR ME 04401 1 05/25/00 01
0432088359 05 07/01/00 30
0020417440 N 06/01/30
0
3510811 E22/G02 F 208,000.00 ZZ
360 208,000.00 1
1765 SOUTH PENNSYLVANIA STREET 8.875 1,654.94 80
8.625 1,654.94 260,000.00
DENVER CO 80210 5 06/05/00 00
0411887664 05 08/01/00 0
0411887664 O 07/01/30
0
3510812 E22/G02 F 171,900.00 T
360 171,821.90 1
202 E MEMPHIS AVENUE 9.875 1,492.69 80
UNIT 202 9.625 1,492.69 214,900.00
LOWER TOWNSHIP NJ 08260 1 05/18/00 00
0411904048 01 07/01/00 0
0411904048 O 06/01/30
0
1
3510814 E22/G02 F 60,000.00 ZZ
360 60,000.00 1
2211 BROADWAY 10.000 526.54 80
9.750 526.54 75,000.00
PORT BOLIVAR TX 77650 5 06/05/00 00
0411934839 05 08/01/00 0
0411934839 O 07/01/30
0
3510817 E22/G02 F 87,300.00 ZZ
360 87,300.00 1
359 COTUIT RD 9.750 750.04 90
9.500 750.04 97,000.00
MASHPEE MA 02649 1 06/09/00 10
0411950181 05 08/01/00 25
0411950181 O 07/01/30
0
3510818 E22/G02 F 117,450.00 ZZ
360 117,450.00 1
3913 ARTHUR STREET 9.000 945.03 90
8.750 945.03 130,500.00
HOLLYWOOD FL 33021 1 06/09/00 01
0411954068 05 08/01/00 25
0411954068 O 07/01/30
0
3510819 E22/G02 F 78,500.00 ZZ
360 78,464.33 1
872 STEWART 9.875 681.66 78
9.625 681.66 101,000.00
LINCOLN PARK MI 48146 2 05/30/00 00
0411962004 05 07/01/00 0
0411962004 N 06/01/30
0
3510820 E22/G02 F 68,300.00 ZZ
360 68,300.00 1
228 PEACH ORCHARD DRIVE 9.500 574.30 56
9.250 574.30 122,700.00
GALENA MO 65656 5 06/05/00 00
0411962764 03 08/01/00 0
0411962764 O 07/01/30
0
3510821 E22/G02 F 274,500.00 ZZ
360 274,500.00 1
2120 CREST RIDGE DRIVE 8.875 2,184.05 90
8.625 2,184.05 305,000.00
1
PAPILLION NE 68133 1 06/09/00 01
0411965676 05 08/01/00 30
0411965676 O 07/01/30
0
3510822 E22/G02 F 88,300.00 ZZ
360 88,300.00 1
2945 S. MONROE STREET 9.375 734.43 41
9.125 734.43 220,000.00
DENVER CO 80210 2 06/05/00 00
0411968621 05 08/01/00 0
0411968621 O 07/01/30
0
3510828 E22/G02 F 99,200.00 ZZ
360 99,200.00 3
114 LIBERTY STREET 10.000 870.55 80
9.750 870.55 124,000.00
MERIDEN CT 06450 5 06/12/00 00
0411972243 05 08/01/00 0
0411972243 N 07/01/30
0
3510829 E22/G02 F 650,000.00 ZZ
360 650,000.00 1
716 CLOYDEN ROAD 9.750 5,584.50 68
9.500 5,584.50 966,240.00
PALOS VERDES ES CA 90274 1 06/06/00 00
0411972995 05 08/01/00 0
0411972995 O 07/01/30
0
3510830 E22/G02 F 58,950.00 ZZ
360 58,950.00 1
1529 BRIDGEWOOD DRIVE 9.625 501.07 90
UNIT #002 9.375 501.07 65,500.00
FLORENCE SC 29501 1 06/09/00 01
0411974868 01 08/01/00 25
0411974868 O 07/01/30
0
3510833 E22/G02 F 138,000.00 ZZ
360 138,000.00 1
6704 BENT WOOD COURT 9.375 1,147.81 77
9.125 1,147.81 180,000.00
LAS VEGAS NV 89108 2 06/02/00 00
0411977739 05 08/01/00 0
0411977739 O 07/01/30
0
1
3510834 E22/G02 F 124,200.00 ZZ
360 124,137.28 1
107 EAST OAKVIEW PLACE 9.375 1,033.03 90
9.125 1,033.03 138,000.00
ALAMO HEIGHTS TX 78209 1 05/30/00 12
0411978257 05 07/01/00 25
0411978257 N 06/01/30
0
3510837 E22/G02 F 71,100.00 ZZ
360 71,100.00 3
2405-2407 A&B NORTH EAST COAST 9.875 617.40 90
9.625 617.40 79,000.00
LAKE WORTH FL 33460 1 06/09/00 01
0411981491 05 08/01/00 25
0411981491 N 07/01/30
0
3510841 E22/G02 F 263,200.00 ZZ
360 263,200.00 1
11248 TAVERN CREEK COURT 9.500 2,213.13 80
9.250 2,213.13 329,000.00
FRISCO TX 75034 1 06/08/00 00
0411985161 03 08/01/00 0
0411985161 O 07/01/30
0
3510844 E22/G02 F 32,850.00 ZZ
360 32,850.00 1
506 NORTH SECOND AVE EAST 9.625 279.22 90
9.375 279.22 36,500.00
DULUTH MN 55805 1 06/09/00 04
0411986896 05 08/01/00 25
0411986896 N 07/01/30
0
3510845 E22/G02 F 115,000.00 ZZ
360 115,000.00 1
130 STONEBRIAR BLVD 8.875 914.99 74
8.625 914.99 156,000.00
JUPITER FL 33458 1 06/06/00 00
0411986904 03 08/01/00 0
0411986904 O 07/01/30
0
3510850 E22/G02 F 69,500.00 ZZ
360 69,500.00 1
1
904 SWAN DR 9.125 565.47 54
8.875 565.47 129,500.00
DYER IN 46311 1 06/09/00 00
0411998990 01 08/01/00 0
0411998990 O 07/01/30
0
3510851 E22/G02 F 126,400.00 ZZ
360 126,400.00 1
168 BAKER AVENUE 9.500 1,062.84 80
9.250 1,062.84 158,000.00
SOUTH PLAINFIEL NJ 07080 1 06/09/00 00
0411999584 05 08/01/00 0
0411999584 O 07/01/30
0
3510852 E22/G02 F 48,750.00 ZZ
360 48,750.00 1
1150 CHARLOTTE HIGHWAY 9.250 401.05 75
9.000 401.05 65,500.00
FAIRVIEW NC 28730 2 06/09/00 00
0411999618 05 08/01/00 0
0411999618 N 07/01/30
0
3510867 601/G02 F 76,950.00 ZZ
360 76,910.11 1
347 W ROLLING HILLS 9.250 633.05 90
9.000 633.05 85,500.00
CONROE TX 77304 1 05/19/00 10
0432083723 05 07/01/00 25
60192226 O 06/01/30
0
3510966 G52/G02 F 83,000.00 ZZ
360 82,953.46 1
1135 EAST GUTIERREZ STREET 8.875 660.39 21
8.625 660.39 400,000.00
SANTA BARBARA CA 93103 5 05/26/00 00
0432093565 05 07/01/00 0
87003721 O 06/01/30
0
3511561 253/253 F 142,500.00 T
360 142,429.91 1
1151 N ATLANTIC BLVD #10-B 9.500 1,198.22 75
9.250 1,198.22 190,000.00
FORT LAUDERDALE FL 33304 1 05/30/00 00
953389 06 07/01/00 0
1
953389 O 06/01/30
0
3511625 637/G02 F 116,800.00 ZZ
360 116,727.40 1
16577 STRAIN ROAD 8.375 887.77 80
8.125 887.77 146,000.00
BATON ROUGE LA 70816 1 05/26/00 00
0432088250 05 07/01/00 0
0017680794 O 06/01/30
0
3512530 A33/G02 F 35,100.00 ZZ
360 35,081.32 1
1421 WEST 5TH STREET 9.125 285.59 84
8.875 285.59 42,000.00
ANDERSON IN 46016 1 05/31/00 10
0432088656 05 07/01/00 13
13431514 N 06/01/30
0
3514456 E22/G02 F 110,000.00 ZZ
360 110,000.00 1
4502 CRESTWAY DRIVE 9.625 934.99 29
9.375 934.99 390,000.00
AUSTIN TX 78731 5 06/06/00 00
0411897333 05 08/01/00 0
0411897333 O 07/01/30
0
3514459 E22/G02 F 59,850.00 ZZ
360 59,850.00 1
117 EAST FRONT 10.000 525.23 95
9.750 525.23 63,000.00
COLFAX IA 50054 5 06/07/00 01
0411929896 05 08/01/00 30
0411929896 O 07/01/30
0
3514460 E22/G02 F 120,000.00 ZZ
360 120,000.00 1
39 FENN ROAD 10.000 1,053.09 90
9.750 1,053.09 134,100.00
CHESHIRE CT 06410 1 06/12/00 01
0411932692 05 08/01/00 25
0411932692 N 07/01/30
0
1
3514463 E22/G02 F 211,500.00 ZZ
360 211,500.00 1
1029 WASHINGTON STREET 9.875 1,836.56 90
9.625 1,836.56 235,500.00
HOLLYWOOD FL 33019 1 06/12/00 01
0411937956 05 08/01/00 25
0411937956 O 07/01/30
0
3514465 E22/G02 F 105,600.00 ZZ
360 105,600.00 1
17 OLD CANTERBURY TURNPIKE 9.125 859.20 80
8.875 859.20 132,000.00
NORWICH CT 06360 1 06/12/00 00
0411952518 05 08/01/00 0
0411952518 O 07/01/30
0
3514467 E22/G02 F 154,000.00 ZZ
360 154,000.00 3
937-37 1/2-39 DAUPHINE STREET 10.250 1,380.00 50
10.000 1,380.00 310,000.00
NEW ORLEANS LA 70116 5 06/12/00 00
0411960511 05 08/01/00 0
0411960511 N 07/01/30
0
3514468 E22/G02 F 59,400.00 ZZ
360 59,400.00 1
44 CRESCENT STREET 9.250 488.67 90
9.000 488.67 66,000.00
ASHEVILLE NC 28801 1 06/12/00 01
0411962061 05 08/01/00 25
0411962061 O 07/01/30
0
3514469 E22/G02 F 216,500.00 ZZ
360 216,375.44 1
9273 CREPONETTE DRIVE 8.750 1,703.21 84
8.500 1,703.21 259,500.00
SANDY UT 84093 5 05/26/00 11
0411963861 05 07/01/00 12
0411963861 O 06/01/30
0
3514470 E22/G02 F 420,000.00 ZZ
360 420,000.00 1
11730 FLEMISH MILL DRIVE 9.250 3,455.24 80
9.000 3,455.24 525,000.00
1
OAKTON VA 22124 2 06/07/00 00
0411964935 05 08/01/00 0
0411964935 O 07/01/30
0
3514476 E22/G02 F 122,800.00 ZZ
360 122,800.00 1
315 SUMNER STREET 9.375 1,021.39 80
9.125 1,021.39 153,500.00
LONGMONT CO 80501 1 06/12/00 00
0411974827 05 08/01/00 0
0411974827 N 07/01/30
0
3514480 E22/G02 F 23,000.00 ZZ
360 23,000.00 1
2530 ELMWOOD LANE 10.125 203.97 28
9.875 203.97 83,000.00
PUEBLO CO 81005 5 06/06/00 00
0411980493 05 08/01/00 0
0411980493 O 07/01/30
0
3514485 E22/G02 F 176,000.00 ZZ
360 176,000.00 1
115 HONEYSUCKLE STREET 9.125 1,431.99 80
8.875 1,431.99 220,000.00
BILLINGS MT 59106 5 06/07/00 00
0411984925 05 08/01/00 0
0411984925 O 07/01/30
0
3514491 E22/G02 F 126,750.00 ZZ
360 126,750.00 1
6723 164TH STREET SW 9.125 1,031.28 65
8.875 1,031.28 195,000.00
LYNNWOOD WA 98037 5 06/06/00 00
0411997604 05 08/01/00 0
0411997604 O 07/01/30
0
3514495 E22/G02 F 63,450.00 ZZ
360 63,450.00 1
104 HENRY M. CHANDLER DRIVE 9.250 521.99 90
9.000 521.99 70,500.00
ROCKWALL TX 75032 1 06/09/00 04
0412002610 01 08/01/00 25
0412002610 O 07/01/30
0
1
3514908 623/G02 F 160,800.00 ZZ
360 160,614.31 1
1288 GLEN ROAD 8.750 1,265.01 65
8.500 1,265.01 250,000.00
WEST PALM BEACH FL 33406 4 05/04/00 00
0432108546 05 06/01/00 0
1171034 O 05/01/30
0
3514909 623/G02 F 156,000.00 ZZ
360 155,281.94 1
795 MEADOWLARK ROAD 8.875 1,241.21 77
8.625 1,241.21 205,000.00
PAINESVILLE OH 44077 5 10/08/99 00
0432109130 05 12/01/99 0
1389584 O 11/01/29
0
3514911 623/G02 F 215,200.00 ZZ
360 214,957.81 1
1 CUESTA LANE 8.875 1,712.23 80
8.625 1,712.23 269,000.00
SANTA FE NM 87505 1 04/03/00 00
0432108488 03 06/01/00 0
1524077 O 05/01/30
0
3514916 623/G02 F 91,687.00 ZZ
360 91,640.69 2
2100 W STATE STREET 9.375 762.61 75
9.125 762.61 122,250.00
BOISE ID 83702 1 05/09/00 00
0432109189 05 07/01/00 0
1713037 O 06/01/30
0
3514917 623/G02 F 95,200.00 ZZ
360 95,058.42 2
1215 WEST WASHINGTON STRE 9.500 800.49 80
9.250 800.49 119,000.00
BOISE ID 83702 5 03/14/00 00
0432109338 07 05/01/00 0
1720328 O 04/01/30
0
3514918 623/G02 F 229,600.00 ZZ
360 229,460.90 1
1
208 PENDEGAST STREET 8.500 1,765.43 80
8.250 1,765.43 287,000.00
WOODLAND CA 95695 2 05/08/00 00
0432109106 05 07/01/00 0
1934026 O 06/01/30
0
3514919 623/G02 F 140,000.00 ZZ
360 139,825.36 1
332 NORTH PLEASANT AVENUE 8.375 1,064.10 80
8.125 1,064.10 175,000.00
LODI CA 95240 1 04/25/00 00
0432109114 05 06/01/00 0
1934078 O 05/01/30
0
3514920 623/G02 F 192,000.00 ZZ
360 191,144.88 1
21445 DE LA OSA STREET 9.625 1,631.98 80
9.375 1,631.98 240,000.00
LOS ANGELES CA 91364 1 04/26/00 00
0432108462 05 06/01/00 0
1934850 N 05/01/30
0
3514921 623/G02 F 140,000.00 ZZ
360 139,915.19 1
828 SOUTH SPRUCE STREET 8.500 1,076.48 80
8.250 1,076.48 175,000.00
MONTEBELLO CA 90640 1 05/11/00 00
0432109015 05 07/01/00 0
1935008 O 06/01/30
0
3514922 623/G02 F 55,550.00 ZZ
360 55,526.07 1
4718 NORTH 60TH LANE 10.125 492.63 90
9.875 492.63 61,750.00
PHOENIX AZ 85033 1 05/12/00 01
0432108439 05 07/01/00 25
1935936 N 06/01/30
0
3514923 623/G02 F 160,000.00 ZZ
360 159,903.06 1
1820 B WILDBROOK COURT #B 8.500 1,230.27 80
8.250 1,230.27 200,000.00
CONCORD CA 94521 1 05/09/00 00
0432108694 03 07/01/00 0
1
1935970 O 06/01/30
0
3514925 623/G02 F 155,200.00 ZZ
360 155,115.23 1
154 DRAKEWOOD ROAD 9.000 1,248.77 90
8.750 1,248.77 172,528.00
WESTERVILLE OH 43081 1 05/11/00 04
0432109254 05 07/01/00 25
5250296 N 06/01/30
0
3514926 623/G02 F 155,200.00 ZZ
360 155,115.23 1
147 DRAKEWOOD ROAD 9.000 1,248.77 90
8.750 1,248.77 172,528.00
WESTERVILLE OH 43081 1 05/11/00 04
0432109155 05 07/01/00 25
5250297 N 06/01/30
0
3514927 623/G02 F 155,200.00 ZZ
360 155,115.23 1
142 DRAKEWOOD RD 9.000 1,248.77 90
8.750 1,248.77 172,528.00
WESTERVILLE OH 43081 1 05/11/00 10
0432109163 05 07/01/00 25
5250298 N 06/01/30
0
3514929 623/G02 F 185,300.00 ZZ
360 185,193.39 1
326 BROOK FOREST TRAIL 8.750 1,457.76 74
8.500 1,457.76 252,500.00
SUGAR LAND TX 77478 2 05/16/00 00
0432108926 03 07/01/00 0
5253691 O 06/01/30
0
3514930 623/G02 F 56,000.00 ZZ
360 55,944.69 2
717 NW OBY PLACE 9.500 470.88 80
9.250 470.88 70,000.00
CANTON OH 44703 5 04/14/00 00
0432108900 05 06/01/00 0
5254541 N 05/01/30
0
1
3514931 623/G02 F 84,150.00 ZZ
360 84,052.81 1
403 D LARK LANE 8.750 662.01 90
8.500 662.01 93,500.00
OCEAN CITY MD 21842 1 04/14/00 04
0432108884 05 06/01/00 25
5254714 O 05/01/30
0
3514933 623/G02 F 100,700.00 ZZ
360 100,610.55 1
17 E DANIELS STREET 10.000 883.71 90
9.750 883.71 111,900.00
CINCINNATI OH 45219 1 04/11/00 04
0432109270 05 06/01/00 25
5257432 N 05/01/30
0
3514935 623/G02 F 73,000.00 ZZ
360 72,961.15 1
1245 GRACEBROOK DRIVE 9.125 593.95 52
8.875 593.95 143,000.00
SALISBURY NC 28147 1 05/12/00 00
0432108934 05 07/01/00 0
5258227 O 06/01/30
0
3514937 623/G02 F 106,400.00 ZZ
360 106,337.18 1
4491 WHITELEAF WAY 8.625 827.57 80
8.375 827.57 133,000.00
CANTON GA 30115 1 05/11/00 00
0432109221 03 07/01/00 0
5259697 O 06/01/30
0
3514938 623/G02 F 89,500.00 ZZ
360 89,460.40 1
10635 LARCHFIELD LANE 10.000 785.43 69
9.750 785.43 130,000.00
DALLAS TX 75238 2 05/04/00 00
0432108983 05 07/01/00 0
5259736 N 06/01/30
0
3514939 623/G02 F 115,500.00 ZZ
360 115,448.90 1
3469 ROYAL LANE 10.000 1,013.60 70
9.750 1,013.60 165,000.00
1
DALLAS TX 75229 2 05/11/00 00
0432108975 05 07/01/00 0
5259750 N 06/01/30
0
3514940 623/G02 F 57,600.00 ZZ
360 57,541.59 1
10111 TROY 9.375 479.09 80
9.125 479.09 72,000.00
OAK PARK MI 48237 5 04/27/00 00
0432108728 05 06/01/00 0
5260279 O 05/01/30
0
3514942 623/G02 F 100,700.00 ZZ
360 100,649.15 1
16301 N UTICA AVENUE 9.375 837.57 80
9.125 837.57 126,000.00
SKIATOOK OK 74070 1 05/15/00 00
0432109239 05 07/01/00 0
5260769 O 06/01/30
0
3514943 623/G02 F 99,900.00 ZZ
360 99,808.85 1
5466 PINEDALE CIRCLE 9.875 867.48 90
9.625 867.48 111,000.00
SUGAR HILL GA 30518 1 04/27/00 10
0432109007 05 06/01/00 25
5260798 N 05/01/30
0
3514944 623/G02 F 144,000.00 ZZ
360 143,921.34 1
2023 N BINGHAM STREET 9.000 1,158.66 80
8.750 1,158.66 180,000.00
CHICAGO IL 60647 1 05/15/00 00
0432109080 05 07/01/00 0
5261741 O 06/01/30
0
3514947 623/G02 F 102,000.00 ZZ
360 101,948.50 1
20655 SPRUCE DRIVE 9.375 848.38 75
9.125 848.38 136,000.00
STRONGSVILLE OH 44136 1 05/12/00 00
0432109031 05 07/01/00 0
5263034 O 06/01/30
0
1
3514948 623/G02 F 45,000.00 ZZ
240 44,936.79 2
1105-1107 EAST 23RD AVENUE 9.500 419.46 68
9.250 419.46 67,000.00
COLUMBUS OH 43211 5 05/15/00 00
0432108603 05 07/01/00 0
5263041 N 06/01/20
0
3514949 623/G02 F 47,250.00 ZZ
360 47,226.76 1
1014 UNION AVENUE 9.500 397.30 75
9.250 397.30 63,000.00
CHICAGO HEIGHTS IL 60411 1 05/11/00 00
0432108660 05 07/01/00 0
5263116 O 06/01/30
0
3514950 623/G02 F 111,200.00 ZZ
360 111,139.25 1
121E ESPERANZA STREET 9.000 894.75 80
8.750 894.75 139,000.00
SOUTH PADRE ISL TX 78597 1 05/11/00 00
0432108710 05 07/01/00 0
5263997 O 06/01/30
0
3514951 623/G02 F 335,200.00 ZZ
360 335,026.22 1
860N TANQUE VERDE LOOP RD 9.250 2,757.61 71
9.000 2,757.61 472,750.00
TUCSON AZ 85748 2 05/11/00 00
0432109304 05 07/01/00 0
6207837 O 06/01/30
0
3514952 623/G02 F 168,000.00 ZZ
360 167,722.62 1
17942 DOG BAR ROAD 9.000 1,351.77 70
8.750 1,351.77 240,000.00
GRASS VALLEY CA 95949 2 03/27/00 00
0432108579 05 05/01/00 0
6209173 O 04/01/30
0
3514953 623/G02 F 380,000.00 ZZ
360 379,583.30 1
1
19747 SCOTTS FLAT ROAD 9.000 3,057.57 80
8.750 3,057.57 475,000.00
NEVADA CITY CA 95959 2 04/27/00 00
0432108645 05 06/01/00 0
6209211 O 05/01/30
0
3514954 623/G02 F 196,800.00 ZZ
360 195,846.75 4
216 SOUTH CLEMENTINE STREET 8.625 1,530.69 80
8.375 1,530.69 246,000.00
OCEANSIDE CA 92054 1 10/18/99 00
0432108587 05 12/01/99 0
6313339 O 11/01/29
0
3514955 623/G02 F 316,000.00 ZZ
360 315,644.37 1
29840 LA CORONA COURT 8.875 2,514.24 80
8.625 2,514.24 395,000.00
TEMECULA CA 92591 4 04/11/00 00
0432108553 03 06/01/00 0
6397115 O 05/01/30
0
3516702 168/168 F 90,000.00 ZZ
360 89,955.73 1
7895 LIMBERLOST 9.500 756.77 70
9.250 756.77 130,000.00
CLINTON NY 13323 5 06/01/00 00
0189586095 05 08/01/00 0
0189586095 O 07/01/30
0
3516789 168/168 F 81,900.00 ZZ
360 81,852.88 1
6750 NORTHWEST 26 WAY 8.750 644.31 57
8.500 644.31 145,000.00
FORT LAUDERDALE FL 33309 1 06/02/00 00
0169582442 05 07/01/00 0
0169582442 O 06/01/30
0
3516943 168/168 F 256,000.00 ZZ
360 255,863.77 1
20 LEROY STREET 9.125 2,082.90 80
8.875 2,082.90 320,000.00
DIX HILLS NY 11746 5 06/01/00 00
0189598948 05 07/01/00 0
1
0189598948 O 06/01/30
0
3517519 462/G02 F 199,250.00 ZZ
360 199,250.00 1
2260 COUNTRY GOLF DRIVE 9.250 1,639.19 80
9.000 1,639.19 249,068.00
WELLINGTON FL 33414 1 06/02/00 00
0432094290 03 08/01/00 0
0008275109 O 07/01/30
0
3517845 G51/G02 F 92,000.00 ZZ
360 91,958.20 1
43 YAMPA LANE 9.875 798.88 80
9.625 798.88 115,000.00
RED FEATHER LAK CO 80545 1 05/30/00 00
0432094233 05 07/01/00 0
0406047 N 06/01/30
0
3517990 526/526 F 60,000.00 T
360 59,966.36 1
2680 INDIAN PIPE DR 8.875 477.39 64
8.625 477.39 95,000.00
LAKE HAVASU AZ 86406 1 05/15/00 00
0404163 05 07/01/00 0
0404163 O 06/01/30
0
3517991 526/526 F 314,300.00 ZZ
360 314,119.17 1
3201 W. FEATHER SOUND DRIVE 8.750 2,472.60 80
8.500 2,472.60 392,918.00
MARICOPA COUNTY AZ 85086 1 05/17/00 00
0404870 03 07/01/00 0
0404870 O 06/01/30
0
3517992 526/526 F 343,200.00 ZZ
360 342,981.15 1
13247 CLAIREPOINTE WA 8.250 2,578.35 80
8.000 2,578.35 429,000.00
OAKLAND CA 94619 1 05/19/00 00
0404995 05 07/01/00 0
0404995 O 06/01/30
0
1
3517993 526/526 F 228,520.00 ZZ
360 228,377.96 1
7106 BRAMLETT COURT 8.375 1,736.92 80
8.125 1,736.92 285,650.00
SUGAR LAND TX 77479 1 05/12/00 00
0405748 03 07/01/00 0
0405748 O 06/01/30
0
3518356 E22/G02 F 192,000.00 ZZ
360 192,000.00 1
15 BERGEN AVENUE 9.625 1,631.98 77
9.375 1,631.98 250,000.00
WALDWICK NJ 07463 5 06/08/00 00
0411948326 05 08/01/00 0
0411948326 O 07/01/30
0
3518360 E22/G02 F 52,000.00 ZZ
360 52,000.00 1
1223 GARDEN STREET 9.250 427.79 90
9.000 427.79 57,800.00
ELKHART IN 46514 1 06/12/00 01
0411967565 05 08/01/00 25
0411967565 N 07/01/30
0
3518361 E22/G02 F 133,500.00 ZZ
360 133,500.00 4
10010 NEUENS ROAD 9.875 1,159.25 95
9.625 1,159.25 140,595.00
HOUSTON TX 77080 1 06/12/00 10
0411968522 05 08/01/00 30
0411968522 O 07/01/30
0
3518362 E22/G02 F 78,300.00 ZZ
360 78,300.00 1
3510 LARAMIE STREET 9.625 665.54 90
9.375 665.54 87,000.00
CHEYENNE WY 82001 1 06/13/00 04
0411968910 05 08/01/00 25
0411968910 N 07/01/30
0
3518370 E22/G02 F 167,450.00 ZZ
360 167,450.00 1
4624 MAIN ST 9.750 1,438.65 90
9.500 1,438.65 186,100.00
1
DOWNERS GROVE IL 60515 1 06/13/00 01
0411983091 05 08/01/00 25
0411983091 O 07/01/30
0
3518372 E22/G02 F 58,000.00 ZZ
360 58,000.00 1
4245 LOYOLA DRIVE WEST 9.500 487.70 74
9.250 487.70 79,000.00
KENNER LA 70065 1 06/12/00 00
0411986565 05 08/01/00 0
0411986565 O 07/01/30
0
3518373 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
3822 ROAN CIRCLE 9.750 859.15 80
9.500 859.15 125,000.00
GARLAND TX 75043 5 06/01/00 00
0411987845 05 08/01/00 0
0411987845 O 07/01/30
0
3518376 E22/G02 F 236,000.00 ZZ
360 235,901.03 1
5930 HIGHWAY 85 #103 10.250 2,114.80 80
10.000 2,114.80 295,000.00
RIVERDALE GA 30274 1 06/05/00 00
0411992787 09 07/01/00 0
0411992787 N 06/01/30
0
3518379 E22/G02 F 236,000.00 ZZ
360 235,901.03 1
5933 HWY 85 # 201 10.250 2,114.80 80
10.000 2,114.80 295,000.00
RIVERDALE GA 30274 1 06/05/00 00
0411994759 09 07/01/00 0
0411994759 N 06/01/30
0
3518380 E22/G02 F 236,000.00 ZZ
360 235,901.03 1
5930 HWY 85 #015 10.250 2,114.80 80
10.000 2,114.80 295,000.00
RIVERDALE GA 30274 1 06/05/00 00
0411994791 09 07/01/00 0
0411994791 N 06/01/30
0
1
3518381 E22/G02 F 236,000.00 ZZ
360 235,901.03 1
5930 HWY 85 #202 10.250 2,114.80 80
10.000 2,114.80 295,000.00
RIVERDALE GA 30274 1 06/05/00 00
0411994874 09 07/01/00 0
0411994874 N 06/01/30
0
3518383 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
4406 MARIE STREET 9.000 579.33 90
8.750 579.33 80,000.00
CORPUS CHRISTI TX 78411 1 06/09/00 01
0411997521 05 08/01/00 25
0411997521 O 07/01/30
0
3518384 E22/G02 F 159,200.00 ZZ
360 159,200.00 1
6613 DEBCOE DRIVE 9.250 1,309.70 80
9.000 1,309.70 199,000.00
AUSTIN TX 78749 1 06/13/00 00
0411998917 03 08/01/00 0
0411998917 O 07/01/30
0
3518385 E22/G02 F 87,300.00 ZZ
360 87,300.00 4
308 AMAL DRIVE 10.125 774.20 90
9.875 774.20 97,000.00
ATLANTA GA 30315 1 06/13/00 04
0412000242 05 08/01/00 25
0412000242 N 07/01/30
0
3518662 E82/G02 F 88,000.00 ZZ
360 88,000.00 1
1661 ST. ANDREWS CIRCLE 9.250 723.95 61
9.000 723.95 146,000.00
ELGIN IL 60123 2 06/08/00 00
0400280723 05 08/01/00 0
0400280723 O 07/01/30
0
3518714 196/G02 F 86,400.00 ZZ
360 86,360.74 1
1
17702 GLENTHORNE STREET 9.875 750.26 76
9.625 750.26 115,000.00
LA PUENTE CA 91744 1 05/10/00 00
0432099166 05 07/01/00 0
1372181 N 06/01/30
0
3518744 196/G02 F 100,000.00 ZZ
360 99,783.77 1
8309 15TH AVENUE SOUTH 8.750 786.71 67
8.500 786.71 150,000.00
BLOOMINGTON MN 55425 5 04/26/00 00
0432099059 05 06/01/00 0
1370056 O 05/01/30
0
3519066 196/G02 F 131,200.00 ZZ
360 131,135.46 1
2017 CRAIG LANE 9.500 1,103.21 80
9.250 1,103.21 164,000.00
BIRMINGHAM AL 35226 5 05/02/00 00
0432107985 05 07/01/00 0
1369309 O 06/01/30
0
3519185 196/G02 F 151,200.00 ZZ
360 151,058.33 1
4813 AVENUE H 9.750 1,299.05 90
9.500 1,299.05 168,000.00
AUSTIN TX 78751 1 04/25/00 10
0432098788 05 06/01/00 25
1370380 O 05/01/30
0
3519402 196/G02 F 48,500.00 ZZ
360 48,449.51 3
4356 SOUTH WOOD STREET 9.250 399.00 45
9.000 399.00 110,000.00
CHICAGO IL 60609 2 04/13/00 00
0432108223 05 06/01/00 0
1367581 O 05/01/30
0
3519588 196/G02 F 132,000.00 ZZ
360 131,847.55 1
2901 NORTH NEENAH AVENUE 8.750 1,038.45 75
8.500 1,038.45 177,000.00
CHICAGO IL 60634 5 04/05/00 00
0432100543 05 06/01/00 0
1
1365230 O 05/01/30
0
3519592 196/G02 F 65,250.00 ZZ
360 65,217.90 1
44653 STONEBRIDGE LANE 9.500 548.66 90
9.250 548.66 72,500.00
LANCASTER CA 93536 1 05/17/00 04
0432107423 05 07/01/00 25
1372604 O 06/01/30
0
3519740 196/G02 F 67,500.00 ZZ
360 67,431.54 2
606-608 NORTH 4TH STREET 9.375 561.44 90
9.125 561.44 75,000.00
COPPERAS COVE TX 76522 1 04/28/00 10
0432097293 05 06/01/00 25
1367993 N 05/01/30
0
3519962 196/G02 F 75,000.00 ZZ
360 74,956.85 2
1812 SOUTH LAWNDALE AVENUE 8.750 590.03 75
8.500 590.03 100,000.00
CHICAGO IL 60623 5 06/02/00 00
0432100600 05 07/01/00 0
1372959 N 06/01/30
0
3520295 196/G02 F 60,000.00 ZZ
360 59,975.51 1
18 W BUCK STREET 10.375 543.24 80
10.125 543.24 75,000.00
PAULSBORO NJ 08066 2 05/25/00 00
0432098804 05 07/01/00 0
1372504 N 06/01/30
0
3520392 196/G02 F 126,000.00 ZZ
360 125,861.82 1
8625 AUSTIN STREET NE 9.000 1,013.83 80
8.750 1,013.83 157,500.00
BLAINE MN 55014 1 04/28/00 00
0432095842 05 06/01/00 0
1367047 O 05/01/30
0
1
3520412 196/G02 F 121,500.00 ZZ
360 121,446.25 3
247 NE 118 STREET 10.000 1,066.25 90
9.750 1,066.25 135,000.00
MIAMI FL 33161 1 05/17/00 14
0432108892 05 07/01/00 25
1372827 O 06/01/30
0
3520473 196/G02 F 72,000.00 ZZ
360 71,925.05 1
14934 BRIGADOON LANE 9.250 592.33 80
9.000 592.33 90,000.00
VICTORVILLE CA 92394 1 04/06/00 00
0432099505 05 06/01/00 0
1366738 O 05/01/30
0
3520562 196/G02 F 130,500.00 ZZ
360 130,384.04 4
6318 CASADA WAY 10.000 1,145.24 90
9.750 1,145.24 145,000.00
LAS VEGAS NV 89107 1 04/13/00 01
0432108447 05 06/01/00 25
1363577 N 05/01/30
0
3520674 601/G02 F 57,200.00 ZZ
360 57,173.31 1
231 MCINTOSH ROAD 9.750 491.44 80
9.500 491.44 71,500.00
WEST CHESTER PA 19382 1 05/31/00 00
0432094977 09 07/01/00 0
0005607 O 06/01/30
0
3520675 196/G02 F 119,600.00 ZZ
360 119,527.54 1
710 ASTER 8.500 919.63 80
8.250 919.63 149,541.00
BOZEMAN MT 59718 1 05/12/00 00
0432096170 05 07/01/00 0
1370778 O 06/01/30
0
3520825 196/G02 F 276,750.00 ZZ
360 276,598.83 1
1066 DREXEL WAY 9.000 2,226.80 75
8.750 2,226.80 369,000.00
1
SAN JOSE CA 95121 1 04/26/00 00
0432098077 05 07/01/00 0
1367951 O 06/01/30
0
3520990 601/G02 F 119,250.00 ZZ
360 119,188.17 4
217 1ST STREET NW 9.250 981.05 90
9.000 981.05 132,500.00
MEDFORD MN 55049 1 05/31/00 10
0432095024 05 07/01/00 25
6019579 O 06/01/30
0
3521038 196/G02 F 31,900.00 ZZ
360 31,864.08 1
795 CARLYSLE STREET 8.875 253.82 55
8.625 253.82 58,000.00
AKRON OH 44310 5 04/11/00 00
0432092419 05 06/01/00 0
1367761 N 05/01/30
0
3521145 196/G02 F 268,800.00 ZZ
360 268,671.22 1
2188 WILLOWBROOK DRIVE 9.625 2,284.78 90
9.375 2,284.78 299,000.00
OCEANSIDE CA 92056 1 05/16/00 01
0432098507 05 07/01/00 30
1371191 O 06/01/30
0
3521284 196/G02 F 87,750.00 ZZ
360 87,710.13 1
1124 MOUNTAIN VIEW DRIVE 9.875 761.98 90
9.625 761.98 97,500.00
GLENN HEIGHTS TX 75154 1 05/05/00 01
0432108157 05 07/01/00 25
1371233 N 06/01/30
0
3521372 196/G02 F 153,000.00 ZZ
360 152,928.62 1
7464-7466 WALLING LANE 9.750 1,314.51 90
9.500 1,314.51 170,000.00
DALLAS TX 75231 1 05/12/00 10
0432088839 05 07/01/00 25
1372506 N 06/01/30
0
1
3521379 196/G02 F 118,000.00 ZZ
360 117,877.17 1
4655 EAST 8TH LANE 9.250 970.76 80
9.000 970.76 148,000.00
HIALEAH FL 33013 1 04/07/00 00
0432097780 05 06/01/00 0
1367462 O 05/01/30
0
3521986 183/G02 F 220,000.00 ZZ
360 219,888.78 1
2520 ALVESWOOD CIRCLE 9.370 1,829.05 80
9.120 1,829.05 275,000.00
SAN JOSE CA 95131 5 06/06/00 00
0432094969 01 07/12/00 0
800442242 O 06/12/30
0
3522703 E22/G02 F 50,300.00 ZZ
360 50,275.26 1
712 FOREST STREET 9.500 422.95 90
9.250 422.95 55,900.00
KALAMAZOO MI 49008 1 06/14/00 04
0411936289 05 07/01/00 25
0411936289 N 06/01/30
0
3522708 E22/G02 F 300,000.00 ZZ
360 300,000.00 4
14622 CARFAX DRIVE 9.625 2,549.97 80
9.375 2,549.97 375,000.00
TUSTIN CA 92780 1 06/07/00 00
0411964026 05 08/01/00 0
0411964026 N 07/01/30
0
3522709 E22/G02 F 271,200.00 ZZ
360 271,200.00 1
8908 KILBOURN RD 9.375 2,255.70 67
9.125 2,255.70 410,000.00
SUNBURY OH 43074 2 06/09/00 00
0411964430 05 08/01/00 0
0411964430 O 07/01/30
0
3522713 E22/G02 F 85,500.00 ZZ
360 85,500.00 4
1
103 CROMWELL PLACE 9.875 742.44 90
9.625 742.44 95,000.00
DAYTON OH 45405 1 06/14/00 04
0411974702 05 08/01/00 25
0411974702 N 07/01/30
0
3522714 E22/G02 F 85,500.00 ZZ
360 85,500.00 4
117 CROMWELL PLACE 9.875 742.44 90
9.625 742.44 95,000.00
DAYTON OH 45405 1 06/14/00 01
0411974769 05 08/01/00 25
0411974769 N 07/01/30
0
3522715 E22/G02 F 111,900.00 ZZ
360 111,900.00 1
1521 SPRINGTREE CIRCLE 9.625 951.14 80
9.375 951.14 139,900.00
RICHARDSON TX 75082 1 06/14/00 00
0411975337 05 08/01/00 0
0411975337 O 07/01/30
0
3522717 E22/G02 F 80,100.00 ZZ
360 80,100.00 4
72-78 BENNINGTON DR. 9.875 695.55 90
9.625 695.55 89,000.00
DAYTON OH 45405 1 06/14/00 12
0411978570 05 08/01/00 25
0411978570 N 07/01/30
0
3522721 E22/G02 F 120,000.00 ZZ
360 120,000.00 1
76 WEST ELM STREET 9.875 1,042.02 80
9.625 1,042.02 150,000.00
DEEP RIVER CT 06417 1 06/14/00 00
0411984800 05 08/01/00 0
0411984800 N 07/01/30
0
3522724 E22/G02 F 103,500.00 ZZ
360 103,500.00 1
#2 WHITEBIRD CREEK ROAD 10.000 908.29 88
9.750 908.29 118,000.00
COLUMBUS MT 59019 1 06/14/00 04
0411987050 05 08/01/00 30
1
0411987050 O 07/01/30
0
3522728 E22/G02 F 68,000.00 ZZ
360 68,000.00 1
768 BLACK COVE ROAD 10.000 596.75 80
9.750 596.75 85,000.00
CANDLER NC 28715 5 06/09/00 00
0411989767 27 08/01/00 0
0411989767 O 07/01/30
0
3522729 E22/G02 F 79,900.00 ZZ
360 79,900.00 4
2003 ANCHOR DRIVE 10.000 701.18 85
9.750 701.18 94,000.00
SAN ANTONIO TX 78213 1 06/14/00 04
0411990088 05 08/01/00 20
0411990088 N 07/01/30
0
3522733 E22/G02 F 205,850.00 ZZ
360 205,850.00 1
7346 S IVY WAY 9.625 1,749.70 80
9.375 1,749.70 260,000.00
ENGLEWOOD CO 80112 1 06/14/00 00
0411993884 03 08/01/00 0
0411993884 N 07/01/30
0
3522736 E22/G02 F 45,900.00 ZZ
360 45,900.00 1
5660 TULLIS DRIVE 9.625 390.15 90
9.375 390.15 51,000.00
NEW ORLEANS LA 70131 1 06/14/00 01
0411996259 05 08/01/00 25
0411996259 N 07/01/30
0
3522737 E22/G02 F 45,900.00 ZZ
360 45,900.00 1
5652 TULLIS DRIVE 9.625 390.15 90
9.375 390.15 51,000.00
NEW ORLEANS LA 70131 1 06/14/00 01
0411996309 05 08/01/00 25
0411996309 N 07/01/30
0
1
3522738 E22/G02 F 45,900.00 ZZ
360 45,900.00 1
5640 TULLIS DRIVE 9.625 390.15 90
9.375 390.15 51,000.00
NEW ORLEANS LA 70131 1 06/14/00 01
0411996366 05 08/01/00 25
0411996366 N 07/01/30
0
3522877 196/G02 F 80,900.00 ZZ
360 80,860.20 1
6714 HANEY DRIVE 9.500 680.26 90
9.250 680.26 89,900.00
AUSTIN TX 78723 1 05/24/00 10
0432098473 05 07/01/00 25
1373371 N 06/01/30
0
3522931 196/G02 F 204,400.00 ZZ
360 204,309.57 1
29003 OAKLAND HILLS DRIVE 10.000 1,793.76 80
9.750 1,793.76 255,500.00
GEORGETOWN TX 78628 1 05/30/00 00
0432099257 05 07/01/00 0
1373881 O 06/01/30
0
3522957 196/G02 F 157,500.00 ZZ
360 157,360.06 4
6324 CASADA WAY 10.000 1,382.18 90
9.750 1,382.18 175,000.00
LAS VEGAS NV 89107 1 04/13/00 14
0432108637 05 06/01/00 25
1363617 N 05/01/30
0
3522998 196/G02 F 157,500.00 ZZ
360 157,360.06 4
6320 CASADA WAY 10.000 1,382.18 90
9.750 1,382.18 175,000.00
LAS VEGAS NV 89107 1 04/13/00 01
0432110922 05 06/01/00 25
1363561 N 05/01/30
0
3523106 196/G02 F 123,900.00 ZZ
360 123,720.64 1
1105 EAST CONNIE LANE 9.250 1,019.30 80
9.000 1,019.30 154,900.00
1
OAK CREEK WI 53220 1 04/19/00 00
0432099158 05 06/01/00 0
1370142 O 05/01/30
0
3523214 196/G02 F 100,000.00 ZZ
360 99,959.17 1
627 12TH AVENUE SOUTHEAST 10.375 905.41 61
10.125 905.41 166,000.00
MINNEAPOLIS MN 55414 5 05/19/00 00
0432097418 05 07/01/00 0
1364490 O 06/01/30
0
3523344 196/G02 F 110,610.00 ZZ
360 110,542.99 1
3742 ARGONNE AVENUE 8.500 850.50 90
8.250 850.50 122,900.00
MOGADORE OH 44260 1 05/12/00 10
0432098937 05 07/01/00 25
1369489 N 06/01/30
0
3523362 196/G02 F 124,000.00 ZZ
360 123,860.45 1
1322 230TH AVENUE 8.875 986.60 80
8.625 986.60 155,000.00
OGILVIE MN 56358 1 04/13/00 00
0432099331 05 06/01/00 0
1368639 O 05/01/30
0
3523430 196/G02 F 136,000.00 ZZ
360 135,875.91 1
659 TERMINO AVENUE 9.875 1,180.96 80
9.625 1,180.96 170,000.00
LONG BEACH CA 90814 1 04/13/00 00
0432096402 05 06/01/00 0
1369731 N 05/01/30
0
3525766 700/G02 F 88,000.00 ZZ
360 87,950.66 1
17667 GRANADA AVENUE 8.875 700.17 80
8.625 700.17 110,000.00
FONTANA CA 92335 2 05/25/00 00
0432089035 05 07/01/00 0
10251171 N 06/01/30
0
1
3525768 G52/G02 F 109,500.00 ZZ
360 109,500.00 1
1405 WATERLOO TRAIL 9.500 920.74 80
9.250 920.74 136,900.00
AUSTIN TX 78704 1 06/06/00 00
0432088961 05 08/01/00 0
74501034 O 07/01/30
0
3525808 411/411 F 70,000.00 ZZ
360 70,000.00 1
89 WILLOW STREET 8.875 556.95 27
8.625 556.95 265,000.00
WALTHAM MA 02453 5 06/02/00 00
0020021644 05 08/01/00 0
0020021644 O 07/01/30
0
3525861 765/G02 F 274,400.00 ZZ
360 274,250.11 1
15271 CALLE MIRAMAR 9.000 2,207.89 80
8.750 2,207.89 343,000.00
CHINO HILLS CA 91709 1 05/30/00 00
0432090918 05 07/01/00 0
355245 O 06/01/30
0
3526045 E22/G02 F 175,500.00 ZZ
360 175,500.00 1
627 S ARLINGTON HEIGHTS ROAD 9.500 1,475.70 90
9.250 1,475.70 195,000.00
ARLINGTON HEIGH IL 60005 1 06/15/00 04
0411881303 05 08/01/00 25
0411881303 O 07/01/30
0
3526049 E22/G02 F 154,300.00 ZZ
360 154,300.00 1
2449 BLUFF COURT 9.250 1,269.39 80
9.000 1,269.39 192,900.00
MANDEVILLE LA 70448 1 06/15/00 00
0411962533 03 08/01/00 0
0411962533 O 07/01/30
0
3526054 E22/G02 F 111,750.00 ZZ
360 111,750.00 1
1
7305 AEGEAN BOULEVARD N E 9.875 970.38 75
9.625 970.38 149,000.00
BREMERTON WA 98311 5 06/07/00 00
0411979404 05 08/01/00 0
0411979404 N 07/01/30
0
3526055 E22/G02 F 121,500.00 ZZ
360 121,500.00 1
8405 ALEKAI DRIVE 9.500 1,021.64 90
9.250 1,021.64 135,000.00
PENSACOLA FL 32526 1 06/15/00 10
0411979743 05 08/01/00 25
0411979743 O 07/01/30
0
3526056 E22/G02 F 74,900.00 ZZ
360 74,900.00 1
115 GOLFVIEW DRIVE 9.250 616.18 66
9.000 616.18 114,900.00
MONTGOMERY TX 77356 1 06/15/00 00
0411981087 03 08/01/00 0
0411981087 N 07/01/30
0
3526057 E22/G02 F 81,000.00 ZZ
360 81,000.00 2
3724-26 BRUXELLES STREET 9.875 703.36 90
9.625 703.36 90,000.00
NEW ORLEANS LA 70122 1 06/15/00 01
0411985377 05 08/01/00 25
0411985377 N 07/01/30
0
3526058 E22/G02 F 80,000.00 ZZ
360 80,000.00 1
21439 PARK GREEN DRIVE 9.625 679.99 80
9.375 679.99 100,000.00
KATY TX 77450 2 06/14/00 00
0411986771 03 08/01/00 0
0411986771 N 07/01/30
0
3526060 E22/G02 F 62,000.00 ZZ
360 62,000.00 1
8928 DALY RD. 9.750 532.68 80
9.500 532.68 77,500.00
CINCINNATI OH 45231 1 06/15/00 00
0411990203 05 08/01/00 0
1
0411990203 O 07/01/30
0
3526062 E22/G02 F 118,850.00 ZZ
360 118,850.00 2
1560 WEST SIXTH STREET 9.000 956.29 75
8.750 956.29 158,500.00
RENO NV 89503 1 06/09/00 00
0411994692 05 08/01/00 0
0411994692 N 07/01/30
0
3526066 E22/G02 F 252,700.00 ZZ
360 252,700.00 1
3328 165TH PLACE SW 9.625 2,147.92 89
9.375 2,147.92 285,000.00
LYNNWOOD WA 98037 1 06/12/00 04
0411998529 05 08/01/00 25
0411998529 O 07/01/30
0
3526069 E22/G02 F 152,000.00 ZZ
360 152,000.00 1
16454 NE 27TH PLACE 9.125 1,236.72 80
UNIT #37 8.875 1,236.72 190,000.00
NORTH MIAMI BEA FL 33160 1 06/15/00 00
0412005555 01 08/01/00 0
0412005555 O 07/01/30
0
3526070 E22/G02 F 37,350.00 ZZ
360 37,350.00 1
19204 ARTHUR STREET 9.875 324.33 90
9.625 324.33 41,500.00
SOUTH BEND IN 46637 1 06/15/00 01
0412006231 05 08/01/00 25
0412006231 N 07/01/30
0
3527355 168/168 F 72,000.00 ZZ
360 71,959.64 1
38 IVY LEA 8.875 572.86 80
8.625 572.86 90,000.00
TONAWANDA NY 14223 1 06/09/00 00
0249545462 05 08/01/00 0
0249545462 O 07/01/30
0
1
3527701 196/G02 F 112,500.00 ZZ
360 112,444.66 1
155 KILTY COURT 9.500 945.97 90
9.250 945.97 125,000.00
VALLEJO CA 94590 1 05/10/00 12
0432092252 05 07/01/00 25
1370392 O 06/01/30
0
3527861 196/G02 F 47,100.00 ZZ
360 47,100.00 1
364 SIEBER AVENUE 9.750 404.67 90
9.500 404.67 52,400.00
AKRON OH 44312 1 06/07/00 10
0432109049 05 08/01/00 25
1373519 N 07/01/30
0
3527924 196/G02 F 100,000.00 ZZ
360 99,956.92 1
943 NORTH GRANBY AVENUE 10.125 886.83 44
9.875 886.83 230,000.00
SIMI VALLEY CA 93065 5 05/04/00 00
0432092120 05 07/01/00 0
1371584 N 06/01/30
0
3528481 F89/G02 F 132,930.00 ZZ
360 132,930.00 1
4330 ROOSEVELT COURT 8.875 1,057.65 70
8.625 1,057.65 189,900.00
CHINO CA 91710 1 06/05/00 00
0432105468 05 08/01/00 0
1723108 O 07/01/30
0
3528505 196/G02 F 40,500.00 ZZ
360 40,479.55 2
2600 NW 14 STREET 9.375 336.86 75
9.125 336.86 54,000.00
FT LAUDERDALE FL 33311 1 05/08/00 00
0432100303 05 07/01/00 0
1371872 N 06/01/30
0
3528561 196/G02 F 109,800.00 ZZ
360 109,750.11 1
1733 CARRINGTON DRIVE 9.875 953.45 90
9.625 953.45 122,000.00
1
GLEN HEIGHTS TX 75154 1 05/05/00 10
0432108116 05 07/01/00 25
1371197 N 06/01/30
0
3529085 163/G02 F 123,200.00 ZZ
360 123,139.40 1
20 SPENCER STREET UNIT 221 9.500 1,035.93 90
9.250 1,035.93 136,990.00
SOMERSET NJ 08873 1 05/12/00 04
0432093888 01 07/01/00 25
3217395916 O 06/01/30
0
3529683 E22/G02 F 283,500.00 ZZ
360 283,500.00 1
113 PROSPECT AVENUE 9.250 2,332.28 55
9.000 2,332.28 520,000.00
SAN FRANCISCO CA 94110 5 06/07/00 00
0411928997 07 08/01/00 0
0411928997 O 07/01/30
0
3529685 E22/G02 F 173,700.00 ZZ
360 173,700.00 3
15 ROWELL STREET 10.125 1,540.41 90
9.875 1,540.41 193,000.00
DORCHESTER MA 02125 1 06/16/00 10
0411940232 05 08/01/00 25
0411940232 N 07/01/30
0
3529686 E22/G02 F 89,600.00 ZZ
360 89,600.00 1
8369 W. VIRGINIA AVENUE 8.500 688.95 65
8.250 688.95 138,000.00
LAKEWOOD CO 80226 1 06/16/00 00
0411948979 01 08/01/00 0
0411948979 O 07/01/30
0
3529694 E22/G02 F 93,500.00 T
360 93,500.00 1
771 TIPTON ROAD 9.000 752.32 75
8.750 752.32 124,700.00
ELLENSBURG WA 98926 1 06/09/00 00
0411968092 27 08/01/00 0
0411968092 O 07/01/30
0
1
3529696 E22/G02 F 136,800.00 ZZ
360 136,800.00 1
204 KAY AVENUE 9.125 1,113.05 90
8.875 1,113.05 152,000.00
BURLINGTON WA 98233 1 06/14/00 01
0411969801 05 08/01/00 25
0411969801 O 07/01/30
0
3529703 E22/G02 F 79,750.00 ZZ
360 79,750.00 2
5191 CLARK STREET 10.250 714.64 90
10.000 714.64 88,650.00
CLARKDALE GA 30111 1 06/16/00 04
0411980378 05 08/01/00 25
0411980378 N 07/01/30
0
3529706 E22/G02 F 119,600.00 ZZ
360 119,600.00 1
17421 NORBORNE 9.625 1,016.59 80
9.375 1,016.59 149,500.00
REDFORD MI 48240 1 06/16/00 00
0411987654 05 08/01/00 0
0411987654 O 07/01/30
0
3529710 E22/G02 F 74,900.00 ZZ
360 74,900.00 1
14810 WINDWARD DRIVE, #422 9.500 629.80 60
9.250 629.80 124,900.00
CORPUS CHRISTI TX 78418 1 06/13/00 00
0411989510 08 08/01/00 0
0411989510 N 07/01/30
0
3529714 E22/G02 F 103,500.00 ZZ
360 103,500.00 1
805 PIOCHE STREET 10.125 917.86 75
9.875 917.86 138,000.00
CARSON CITY NV 89701 5 06/12/00 00
0411993306 05 08/01/00 0
0411993306 N 07/01/30
0
3529720 E22/G02 F 130,000.00 ZZ
360 130,000.00 1
1
9760 LOST COLT CIRCLE 9.250 1,069.48 83
9.000 1,069.48 158,000.00
LAS VEGAS NV 89117 2 06/09/00 01
0412001794 03 08/01/00 25
0412001794 O 07/01/30
0
3529723 E22/G02 F 56,700.00 ZZ
360 56,700.00 1
7521 OAKSHIRE DRIVE 9.750 487.14 90
9.500 487.14 63,000.00
PORT RICHEY FL 34668 1 06/16/00 01
0412004236 05 08/01/00 25
0412004236 O 07/01/30
0
3530020 196/G02 F 157,500.00 ZZ
360 157,360.06 4
6328 CASADA WAY 10.000 1,382.18 90
9.750 1,382.18 175,000.00
LAS VEGAS NV 89107 1 04/13/00 10
0432108512 05 06/01/00 25
1363596 N 05/01/30
0
3530037 196/G02 F 49,500.00 ZZ
360 49,478.68 2
514-16 THIRD AVENUE 10.125 438.98 90
9.875 438.98 55,000.00
HARVEY LA 70058 1 05/31/00 14
0432097160 05 07/01/00 25
1372707 N 06/01/30
0
3530128 168/168 F 71,200.00 ZZ
360 71,164.04 1
7365 HALCUS ROAD 9.375 592.21 80
9.125 592.21 89,000.00
SODUS NY 14551 1 06/01/00 00
0189586605 05 07/01/00 0
0189586605 O 06/01/30
0
3530160 196/G02 F 284,000.00 ZZ
360 283,733.92 1
8391 PLEASANT HILL ROAD 9.750 2,440.00 80
9.500 2,440.00 355,000.00
LITHONIA GA 30058 1 04/25/00 00
0432107662 05 06/01/00 0
1
1370509 O 05/01/30
0
3530774 196/G02 F 211,100.00 ZZ
360 210,990.56 1
1509 SUNNYSIDE DRIVE 9.250 1,736.67 80
9.000 1,736.67 263,900.00
LOVELAND CO 80538 1 05/31/00 00
0432097558 05 07/01/00 0
1272379 O 06/01/30
0
3530787 G52/G02 F 119,200.00 ZZ
360 119,133.17 1
46611 MERRICK ROAD 8.875 948.41 80
8.625 948.41 149,000.00
BIG BEAR CITY CA 92314 1 05/31/00 00
0432094928 05 07/01/00 0
87003728 O 06/01/30
0
3530997 196/G02 F 49,500.00 ZZ
360 49,478.68 2
518-20 THIRD AVENUE 10.125 438.98 90
9.875 438.98 55,000.00
HARVEY LA 70058 1 05/31/00 10
0432099315 05 07/01/00 25
1372835 N 06/01/30
0
3531102 196/G02 F 112,000.00 T
360 111,933.87 1
2555-1 HARBOR BOULEVARD 8.625 871.13 80
8.375 871.13 140,000.00
VENTURA CA 93001 1 05/19/00 00
0432096519 01 07/01/00 0
1371140 O 06/01/30
0
3531113 196/G02 F 280,000.00 ZZ
360 280,000.00 1
9426 CR 25 9.500 2,354.39 80
9.250 2,354.39 350,000.00
FRISCO TX 75035 1 06/06/00 00
0432096741 05 08/01/00 0
1374490 O 07/01/30
0
1
3531237 196/G02 F 47,700.00 ZZ
360 47,679.46 2
632-34 AVENUE A 10.125 423.01 90
9.875 423.01 53,000.00
WESTWEGO LA 70094 1 05/22/00 14
0432097178 05 07/01/00 25
1372008 N 06/01/30
0
3531326 196/G02 F 76,500.00 ZZ
360 75,637.13 1
418 MELDRUM STREET #B 8.625 595.01 57
8.375 595.01 135,000.00
FORT COLLINS CO 80521 2 04/24/00 00
0432095743 03 06/01/00 0
1272089 O 05/01/30
0
3531639 196/G02 F 37,500.00 ZZ
360 37,484.69 1
5 LONGBOW COURT 10.375 339.53 70
10.125 339.53 54,000.00
SICKLERVILLE NJ 08081 2 05/25/00 00
0432095388 05 07/01/00 0
1372485 N 06/01/30
0
3531757 196/G02 F 198,000.00 ZZ
360 197,799.23 1
7933 HOLLOW ROAD 9.375 1,646.87 90
9.125 1,646.87 220,000.00
MIDDLETON MD 21769 1 05/01/00 14
0432098960 05 06/01/00 25
1368811 O 05/01/30
0
3531883 196/G02 F 260,100.00 ZZ
360 259,843.12 1
5905-5907 VICKERY BOULEVARD 9.500 2,187.06 90
9.250 2,187.06 289,000.00
DALLAS TX 75206 1 04/25/00 10
0432108215 05 06/01/00 25
1370863 N 05/01/30
0
3532331 196/G02 F 262,950.00 ZZ
360 262,842.65 1
7 THORNDALE COURT 10.375 2,380.77 90
10.125 2,380.77 292,200.00
1
SOUTH ELGIN IL 60177 1 05/25/00 10
0432094084 05 07/01/00 25
1356673 O 06/01/30
0
3532446 E82/G02 F 74,350.00 ZZ
360 74,350.00 4
506-508 WALNUT STREET 10.125 659.35 95
9.875 659.35 78,300.00
WICONISCO PA 17980 1 06/19/00 04
0400283818 05 08/01/00 30
0400283818 O 07/01/30
0
3532874 G52/G02 F 40,000.00 ZZ
360 39,802.56 1
1655 MAKALOA STREET #715 9.250 329.07 46
9.000 329.07 88,000.00
HONOLULU HI 96814 5 05/03/00 00
0432099455 06 06/01/00 0
92500782 O 05/01/30
0
3532954 168/168 F 68,250.00 T
360 68,215.53 1
140 LAKE SHORE DRIVE EAST 9.375 567.67 75
9.125 567.67 91,000.00
THOMPSON NY 12775 1 06/08/00 00
0249554607 03 08/01/00 0
0249554607 O 07/01/30
0
3532987 196/G02 F 162,400.00 ZZ
360 162,324.23 1
513 BLAKE ROAD SOUTH 9.750 1,395.27 80
9.500 1,395.27 203,000.00
EDINA MN 55343 1 06/07/00 00
0432093821 05 07/01/00 0
1374446 N 06/01/30
0
3533052 G52/G02 F 125,200.00 ZZ
360 125,129.81 1
57-101 KUILIMA DRIVE 99 8.875 996.15 80
8.625 996.15 156,500.00
KAHUKU HI 96731 1 05/25/00 00
0432116614 01 07/01/00 0
92500796 O 06/01/30
0
1
3533188 G52/G02 F 252,600.00 ZZ
360 252,600.00 1
8305 WILLHEATHER GLEN 8.750 1,987.21 66
8.500 1,987.21 385,000.00
AUSTIN TX 78750 1 06/09/00 00
0432106201 03 08/01/00 0
74501096 O 07/01/30
0
3533352 664/G02 F 138,600.00 ZZ
360 138,537.02 1
4814 KELMAN STREET 9.875 1,203.54 90
9.625 1,203.54 154,000.00
DALLAS TX 75214 1 05/18/00 11
0432115350 05 07/01/00 25
3452455 O 06/01/30
0
3533671 E22/G02 F 176,700.00 ZZ
360 176,700.00 1
3732 PINETREE DRIVE 9.500 1,485.79 95
9.250 1,485.79 186,000.00
MCKINNEY TX 75070 2 06/14/00 01
0411895576 03 08/01/00 30
0411895576 O 07/01/30
0
3533672 E22/G02 F 62,500.00 ZZ
360 62,500.00 1
1541 BILL OGDEN DRIVE 10.125 554.26 83
9.875 554.26 76,000.00
EL PASO TX 79936 2 06/13/00 10
0411904881 05 08/01/00 30
0411904881 O 07/01/30
0
3533674 E22/G02 F 109,250.00 ZZ
360 109,250.00 1
857 SAYBROOK 9.375 908.69 95
9.125 908.69 115,000.00
WATERFORD MI 48327 5 06/14/00 01
0411932411 01 08/01/00 30
0411932411 O 07/01/30
0
3533678 E22/G02 F 184,500.00 ZZ
360 184,500.00 1
1
1100 A NORTH ARNOULT ROAD 9.750 1,585.14 90
9.500 1,585.14 205,000.00
METAIRIE LA 70001 2 06/14/00 01
0411940554 07 08/01/00 25
0411940554 O 07/01/30
0
3533680 E22/G02 F 300,000.00 ZZ
360 300,000.00 1
3250 HEEB ROAD 9.875 2,605.05 90
9.625 2,605.05 335,000.00
MANHATTAN MT 59741 1 06/07/00 01
0411953193 05 08/01/00 25
0411953193 O 07/01/30
0
3533683 E22/G02 F 110,400.00 ZZ
360 110,400.00 1
319 EAST MONTANA STREET 10.250 989.30 80
10.000 989.30 138,000.00
LIVINGSTON MT 59047 2 06/08/00 00
0411965940 05 08/01/00 0
0411965940 O 07/01/30
0
3533685 E22/G02 F 176,000.00 ZZ
360 176,000.00 4
673 WEST 2ND STREET 9.750 1,512.11 80
9.500 1,512.11 220,000.00
SAN PEDRO CA 90731 1 06/12/00 00
0411969991 05 08/01/00 0
0411969991 N 07/01/30
0
3533687 E22/G02 F 59,850.00 ZZ
360 59,850.00 1
731 83 AVENUE NORTH 9.125 486.96 95
UNIT # 205 8.875 486.96 63,000.00
ST PETERSBURG FL 33702 2 06/14/00 01
0411990823 01 08/01/00 30
0411990823 O 07/01/30
0
3533694 E22/G02 F 71,250.00 ZZ
360 71,250.00 1
515 UNION AVENUE 9.750 612.15 95
9.500 612.15 75,000.00
YEADON PA 19050 5 06/14/00 01
0411996713 07 08/01/00 30
1
0411996713 O 07/01/30
0
3533698 E22/G02 F 93,000.00 ZZ
360 93,000.00 1
4721 SW 11 STREET 10.125 824.75 95
9.875 824.75 98,000.00
PLANTATION FL 33317 5 06/14/00 04
0411997471 05 08/01/00 30
0411997471 O 07/01/30
0
3533699 E22/G02 F 232,000.00 ZZ
360 232,000.00 4
2462,2466,2470,2474 N 5TH STRE 9.250 1,908.61 80
9.000 1,908.61 290,000.00
SPRINGFIELD OR 97477 1 06/13/00 00
0411997745 05 08/01/00 0
0411997745 N 07/01/30
0
3533710 E22/G02 F 400,000.00 ZZ
360 400,000.00 1
61 SHELLEY AVENUE 9.500 3,363.42 75
9.250 3,363.42 535,000.00
CAMPBELL CA 95008 1 06/14/00 00
0411953193 05 08/01/00 0
0412006223 N 07/01/30
0
3533712 E22/G02 F 69,350.00 ZZ
360 69,350.00 4
1300 TREMONT STREET 9.750 595.82 90
9.500 595.82 77,100.00
NASHVILLE TN 37212 1 06/19/00 04
0412006652 05 08/01/00 25
0412006652 N 07/01/30
0
3533713 E22/G02 F 104,000.00 ZZ
360 104,000.00 1
17444 BRODY 9.250 855.58 80
9.000 855.58 130,000.00
ALLEN PARK MI 48101 5 06/14/00 00
0412007510 05 08/01/00 0
0412007510 O 07/01/30
0
1
3533990 196/G02 F 184,000.00 ZZ
360 183,822.98 1
4218 SW 325TH STREET 9.625 1,563.99 80
9.375 1,563.99 230,000.00
FEDERAL WAY WA 98023 1 04/19/00 00
0432094373 03 06/01/00 0
1369479 O 05/01/30
0
3534520 E82/G02 F 78,400.00 T
360 78,400.00 1
164 STRATHMORE ROAD 9.875 680.79 80
9.625 680.79 98,000.00
BRIGHTON MA 02135 1 06/14/00 00
0400282935 01 08/01/00 0
0400282935 O 07/01/30
0
3536870 163/G02 F 57,000.00 ZZ
360 57,000.00 1
3 SUNNY LANE 9.250 468.93 32
9.000 468.93 182,000.00
LEVITTOWN NY 11756 2 05/30/00 00
0432100188 05 08/01/00 0
1000153739 O 07/01/30
0
3537090 U05/G02 F 35,100.00 ZZ
360 35,082.74 1
1224 BEECH STREET 9.500 295.14 90
9.250 295.14 39,000.00
WILMINGTON DE 19805 1 05/25/00 01
0432111714 03 07/01/00 25
3033695 N 06/01/30
0
3538006 E22/G02 F 108,000.00 ZZ
360 108,000.00 1
9696 WEBB STREET 10.000 947.78 80
9.750 947.78 135,000.00
ELK GROVE CA 95624 5 06/12/00 00
0411960305 05 08/01/00 0
0411960305 O 07/01/30
0
3538008 E22/G02 F 68,800.00 T
360 68,800.00 1
1099 PAN SPRINGS LANE 9.625 584.79 75
9.375 584.79 91,750.00
1
BIG BEAR CITY CA 92314 1 06/14/00 00
0411965171 05 08/01/00 0
0411965171 O 07/01/30
0
3538010 E22/G02 F 175,000.00 ZZ
360 175,000.00 1
1929 DUNSTAN ROAD 9.000 1,408.09 43
8.750 1,408.09 407,500.00
HOUSTON TX 77005 5 06/15/00 00
0411980535 03 08/01/00 0
0411980535 O 07/01/30
0
3538012 E22/G02 F 108,900.00 ZZ
360 108,900.00 1
64 HARBOR CIRCLE 9.875 945.63 90
9.625 945.63 121,000.00
HOWELL NJ 07728 1 06/20/00 01
0411984610 09 08/01/00 25
0411984610 O 07/01/30
0
3538018 E22/G02 F 113,100.00 ZZ
360 113,100.00 1
154 CANDLER ROAD 9.000 910.03 75
8.750 910.03 150,800.00
ATLANTA GA 30317 5 06/20/00 00
0411993702 05 08/01/00 0
0411993702 N 07/01/30
0
3538020 E22/G02 F 155,150.00 ZZ
360 155,150.00 1
361 LELAND TERRACE 9.000 1,248.37 75
8.750 1,248.37 206,900.00
ATLANTA GA 30317 5 06/20/00 00
0411994635 05 08/01/00 0
0411994635 N 07/01/30
0
3538022 E22/G02 F 288,000.00 ZZ
360 288,000.00 1
2661 SAN JOSE AVENUE 8.750 2,265.70 80
8.500 2,265.70 360,000.00
SAN FRANCISCO CA 94112 1 06/14/00 00
0411999139 07 08/01/00 0
0411999139 O 07/01/30
0
1
3538027 E22/G02 F 96,000.00 ZZ
360 96,000.00 1
630 N BONFOY AVE 9.000 772.44 80
8.750 772.44 120,000.00
COLORADO SPRING CO 80909 1 06/20/00 00
0412007817 05 08/01/00 0
0412007817 N 07/01/30
0
3538029 E22/G02 F 360,000.00 ZZ
360 360,000.00 1
6287 LAKEWOOD STREET 8.875 2,864.32 75
8.625 2,864.32 480,000.00
SAN DIEGO CA 92122 1 06/15/00 00
0412009821 05 08/01/00 0
0412009821 O 07/01/30
0
3538388 Q90/G02 F 157,500.00 ZZ
360 157,428.44 1
220 OLD HIGHWAY 41 9.875 1,367.65 90
9.625 1,367.65 175,000.00
BARNESVILLE GA 30204 2 05/31/00 04
0432116937 05 07/01/00 25
335717 O 06/01/30
0
3538465 E82/G02 F 468,750.00 T
360 468,750.00 1
200 CAROLINE POINT ROAD 9.375 3,898.83 75
9.125 3,898.83 625,000.00
LAKESIDE MT 59922 5 06/16/00 00
0400285599 05 08/01/00 0
0400285599 O 07/01/30
0
3540045 E84/G02 F 300,000.00 ZZ
360 299,827.40 1
379 HIGHWAY 52 8.750 2,360.10 69
8.500 2,360.10 440,000.00
ERIE CO 80516 2 05/24/00 00
0432115210 05 07/01/00 0
80008390 O 06/01/30
0
3540569 G52/G02 F 76,000.00 ZZ
360 76,000.00 1
1
202 EAST LISA DRIVE 8.875 604.69 80
8.625 604.69 95,000.00
AUSTIN TX 78752 1 06/16/00 00
0432101475 05 08/01/00 0
74501140 O 07/01/30
0
3540688 637/G02 F 60,000.00 ZZ
360 59,965.48 1
1183 MILLTOWN ROAD 8.750 472.02 80
8.500 472.02 75,000.00
VERNON PA 15147 5 06/01/00 00
0432101590 05 07/01/00 0
0014562102 O 06/01/30
0
3540830 637/G02 F 62,400.00 ZZ
360 62,365.01 1
407 SW 33RD TERRACE 8.875 496.49 80
8.625 496.49 78,000.00
CAPE CORAL FL 33914 1 06/02/00 00
0432121887 05 07/01/00 0
0019090687 O 06/01/30
0
3541585 E22/G02 F 89,600.00 ZZ
360 89,600.00 2
1301 & 1303 SOUTH 3RD AVE 10.125 794.59 80
9.875 794.59 112,000.00
LAKE WORTH FL 33460 2 06/13/00 00
0411952906 05 08/01/00 0
0411952906 N 07/01/30
0
3541587 E22/G02 F 207,000.00 ZZ
360 207,000.00 1
11364 MAGIC LANE 9.875 1,797.48 92
9.625 1,797.48 225,000.00
FORNEY TX 75126 2 06/16/00 10
0411970429 05 08/01/00 30
0411970429 O 07/01/30
0
3541590 E22/G02 F 242,250.00 ZZ
360 242,250.00 1
9 BRENTWOOD DRIVE 9.375 2,014.91 85
9.125 2,014.91 285,000.00
JACKSON NJ 08527 5 06/16/00 01
0411984412 05 08/01/00 12
1
0411984412 O 07/01/30
0
3541592 E22/G02 F 45,900.00 ZZ
360 45,900.00 1
426 WATERVLIET AVE 9.500 385.95 90
9.250 385.95 51,000.00
DAYTON OH 45420 1 06/21/00 01
0411988736 05 08/01/00 25
0411988736 O 07/01/30
0
3541595 E22/G02 F 343,200.00 ZZ
360 343,200.00 1
362 MANGELS AVENUE 8.625 2,669.37 80
8.375 2,669.37 429,000.00
SAN FRANCISCO CA 94127 1 06/14/00 00
0411992779 05 08/01/00 0
0411992779 O 07/01/30
0
3541596 E22/G02 F 178,400.00 ZZ
360 178,400.00 1
751 SOUTH THURMOND STREET 9.500 1,500.08 80
9.250 1,500.08 223,000.00
SHERIDAN WY 82801 1 06/16/00 00
0411992829 05 08/01/00 0
0411992829 O 07/01/30
0
3541603 E22/G02 F 377,000.00 ZZ
360 377,000.00 1
2007 EAST HILLS DRIVE 9.500 3,170.02 72
9.250 3,170.02 530,000.00
ASHLAND OR 97520 1 06/14/00 00
0412004210 05 08/01/00 0
0412004210 O 07/01/30
0
3541605 E22/G02 F 37,600.00 ZZ
360 37,600.00 1
4949 HAMILTON WOLFE #104 9.500 316.16 80
9.250 316.16 47,000.00
SAN ANTONIO TX 78229 1 06/20/00 00
0412006041 01 08/01/00 0
0412006041 O 07/01/30
0
1
3541606 E22/G02 F 37,600.00 ZZ
360 37,600.00 1
2204 NW 11TH STREET 10.125 333.45 80
9.875 333.45 47,000.00
OKLAHOMA CITY OK 73107 5 06/21/00 00
0412006116 05 08/01/00 0
0412006116 N 07/01/30
0
3541608 E22/G02 F 69,750.00 T
360 69,750.00 1
1618 MICHIGAN AVENUE 9.625 592.87 90
UNIT # 22 9.375 592.87 77,500.00
MIAMI BEACH FL 33139 1 06/21/00 10
0412008716 01 08/01/00 25
0412008716 O 07/01/30
0
3541609 E22/G02 F 55,000.00 ZZ
360 55,000.00 1
832 NW 117TH ST. 9.250 452.47 83
9.000 452.47 67,000.00
OKLAHOMA CITY OK 73114 5 06/16/00 01
0412009128 05 08/01/00 12
0412009128 O 07/01/30
0
3541612 E22/G02 F 107,500.00 ZZ
360 107,500.00 1
3710 S. HURON STREET 10.125 953.33 70
9.875 953.33 155,000.00
ENGLEWOOD CO 80110 5 06/21/00 00
0412014334 05 08/01/00 0
0412014334 N 07/01/30
0
3541613 E22/G02 F 198,750.00 ZZ
360 198,750.00 1
7821 CHADDINGTON COURT 9.000 1,599.19 75
8.750 1,599.19 265,000.00
NORTH RICHLAND TX 76180 1 06/20/00 00
0412014698 05 08/01/00 0
0412014698 N 07/01/30
0
3541615 E22/G02 F 192,000.00 ZZ
360 192,000.00 1
3360 FRANKS COURT 8.875 1,527.64 80
8.625 1,527.64 240,000.00
1
HOUSE SPRINGS MO 63051 1 06/21/00 00
0412016081 05 08/01/00 0
0412016081 O 07/01/30
0
3542310 U05/G02 F 120,000.00 ZZ
360 119,940.97 1
1708 HYDE ROAD 9.500 1,009.03 80
9.250 1,009.03 150,000.00
EARLVILLE IL 60518 1 06/02/00 00
0432106193 05 07/01/00 0
3044383 O 06/01/30
0
3542361 076/076 F 54,000.00 ZZ
360 53,975.47 4
229-231 WEST NOBLE STREET 9.875 468.91 90
9.625 468.91 60,000.00
NANTICOKE PA 18634 1 05/19/00 12
1427525 05 07/01/00 25
1427525 N 06/01/30
0
3542362 076/076 F 63,250.00 ZZ
360 63,221.26 2
721 & 721 1/2 SOUTH MAIN 9.875 549.23 80
9.625 549.23 79,100.00
RIVER FALLS WI 54022 1 05/25/00 00
9371590 05 07/01/00 0
9371590 N 06/01/30
0
3542365 076/076 F 29,070.00 ZZ
360 29,040.53 1
920 SOUTH DOUGLAS AVENUE 9.375 241.79 90
9.125 241.79 32,300.00
SPRINGFIELD MO 65806 1 05/03/00 12
9460108 05 06/01/00 25
9460108 N 05/01/30
0
3542366 076/076 F 144,000.00 ZZ
360 143,749.64 1
4059 W 120ST STREET 8.750 1,132.85 80
8.500 1,132.85 180,000.00
ALSIP IL 60803 1 03/01/00 00
6775907 05 05/01/00 0
6775907 O 04/01/30
0
1
3542368 076/076 F 77,310.00 ZZ
360 77,231.60 3
151 WISCONSIN AVENUE 9.375 643.03 90
9.125 643.03 85,900.00
EAST DUBUQUE IL 61025 1 05/09/00 10
8990578 05 06/01/00 25
8990578 O 05/01/30
0
3542369 076/076 F 365,000.00 ZZ
360 364,820.47 1
18292 YORKSHIRE DRIVE 9.500 3,069.12 79
9.250 3,069.12 462,000.00
RIVERVIEW MI 48192 2 05/12/00 00
9099326 05 07/01/00 0
9099326 O 06/01/30
0
3542370 076/076 F 112,500.00 ZZ
360 112,236.93 1
116 KINGS WAY 8.875 895.10 75
8.625 895.10 150,000.00
SLIDELL LA 70458 5 05/18/00 00
9167901 05 07/01/00 0
9167901 O 06/01/30
0
3542371 076/076 F 108,000.00 ZZ
360 107,945.46 4
1770 AND 1870 26TH STREET 9.375 898.29 80
DRIVE NE 9.125 898.29 135,000.00
HICKORY NC 28601 1 05/23/00 00
9195429 05 07/01/00 0
9195429 N 06/01/30
0
3542372 076/076 F 124,000.00 ZZ
360 123,932.27 1
6709 EAST CARRIGAN DRIVE 9.000 997.73 80
8.750 997.73 155,000.00
NEWAYGO MI 49337 2 05/02/00 00
9306888 05 07/01/00 0
9306888 O 06/01/30
0
3542373 076/076 F 63,250.00 ZZ
360 63,221.26 2
1
121 & 121 1/2 WEST CHARLOTTE 9.875 549.23 80
9.625 549.23 79,100.00
RIVER FALLS WI 54022 1 05/25/00 00
9371587 05 07/01/00 0
9371587 N 06/01/30
0
3542374 076/076 F 235,000.00 ZZ
360 234,755.40 2
14 ELLIS PLACE 9.250 1,933.29 65
9.000 1,933.29 365,000.00
OSSINING NY 10562 5 05/03/00 00
9472277 05 06/01/00 0
9472277 O 05/01/30
0
3542376 076/076 F 75,000.00 ZZ
360 74,961.12 1
7227 EAGLEWOOD DR 9.250 617.01 60
9.000 617.01 125,000.00
LINCOLN NE 68516 1 05/23/00 00
9596821 05 07/01/00 0
9596821 O 06/01/30
0
3542379 076/076 F 65,950.00 ZZ
360 65,916.69 3
19 JACKSON STREET 9.375 548.54 85
9.125 548.54 77,600.00
SANFORD ME 04073 1 05/26/00 10
9731793 05 07/01/00 25
9731793 N 06/01/30
0
3542380 076/076 F 73,600.00 ZZ
360 73,559.80 1
8495 WESLEY DRIVE 9.000 592.20 50
8.750 592.20 147,250.00
FLUSHING MI 48433 1 05/04/00 00
9735187 05 07/01/00 0
9735187 O 06/01/30
0
3542381 076/076 F 62,500.00 ZZ
360 62,464.04 1
405 CLEVELAND AVENUE 8.750 491.69 77
8.500 491.69 81,500.00
GALIEN MI 49113 1 05/03/00 00
9837598 05 07/01/00 0
1
9837598 O 06/01/30
0
3542382 076/076 F 100,000.00 ZZ
360 99,830.58 1
8287 E 1500 NORTH ROAD 8.875 795.64 37
8.625 795.64 275,000.00
MOMENCE IL 60954 2 03/04/00 00
9845533 05 05/01/00 0
9845533 O 04/01/30
0
3542383 076/076 F 23,900.00 ZZ
360 23,886.60 1
4452 CEDARDALE 8.875 190.16 80
8.625 190.16 29,900.00
WICHITA KS 67213 1 05/25/00 00
9927024 05 07/01/00 0
9927024 N 06/01/30
0
3542384 076/076 F 51,200.00 ZZ
360 51,173.46 1
3330 8TH AVENUE 9.250 421.21 80
9.000 421.21 64,000.00
ROCK ISLAND IL 61201 1 05/19/00 00
9941735 05 07/01/00 0
9941735 N 06/01/30
0
3543981 950/G02 F 111,100.00 ZZ
360 111,045.35 1
801 3RD AVENUE NORTHWEST #A 9.500 934.19 80
9.250 934.19 138,950.00
PUYALLUP WA 98371 1 05/25/00 00
0432104032 01 07/01/00 0
100000523115 O 06/01/30
0
3544359 943/943 F 340,000.00 ZZ
360 339,794.02 1
125 IMPERIAL 8.500 2,614.31 85
8.250 2,614.31 400,000.00
PARK RIDGE IL 60068 1 05/30/00 04
2000004134 05 07/01/00 12
2000004134 O 06/01/30
0
1
3544362 943/943 F 431,200.00 ZZ
360 430,662.09 1
19130 ALPHINGTON AVE 8.375 3,277.44 80
8.125 3,277.44 539,000.00
CERRITOS CA 90703 1 04/12/00 00
2000004426 03 06/01/00 0
2000004426 O 05/01/30
0
3544559 943/943 F 485,000.00 ZZ
360 484,347.00 1
5125 HUMMINGBIRD ROAD 8.375 3,686.36 90
8.125 3,686.36 539,000.00
PLEASANTON CA 94566 1 04/10/00 04
9080058315 05 06/01/00 25
9080058315 O 05/01/30
0
3544606 943/943 F 936,750.00 ZZ
360 936,182.51 1
2118 PINE VALLEY DRIVE 8.500 7,202.80 75
8.250 7,202.80 1,249,000.00
HOUSTON TX 77019 1 05/10/00 00
9080060586 03 07/01/00 0
9080060586 O 06/01/30
0
3544693 943/943 F 408,000.00 ZZ
240 407,338.99 2
72-36 CALAMUS AVENUE 8.375 3,508.51 80
8.125 3,508.51 515,000.00
WOODSIDE NY 11377 1 05/22/00 00
9090004556 05 07/01/00 0
9090004556 O 06/01/20
0
3544721 943/943 F 327,200.00 ZZ
360 325,019.76 1
122 CLASSIC WAY 8.000 2,400.88 81
7.750 2,400.88 406,706.00
MARLBORO NJ 07746 1 12/16/99 14
9111186587 05 02/01/00 12
9111186587 O 01/01/30
0
3545615 562/G02 F 162,000.00 ZZ
360 161,930.22 3
4429 MUNDY LANE 10.125 1,436.66 90
9.875 1,436.66 180,000.00
1
BRONX NY 10466 1 05/25/00 12
0432106995 05 07/01/00 25
631950 N 06/01/30
0
3545651 L47/G02 F 128,250.00 ZZ
360 128,250.00 3
1841 BUCHANAN STREET 9.750 1,101.87 95
9.500 1,101.87 135,000.00
HOLLYWOOD FL 33020 1 06/09/00 19
0432111086 05 08/01/00 30
0010065718 O 07/01/30
0
3546291 E22/G02 F 107,100.00 ZZ
360 107,100.00 4
1766 DALE RD 10.250 959.72 90
10.000 959.72 119,000.00
CINCINNATI OH 45237 1 06/22/00 01
0411910391 05 08/01/00 25
0411910391 N 07/01/30
0
3546292 E22/G02 F 225,000.00 ZZ
360 225,000.00 1
35 WINFIELD DRIVE 9.750 1,933.10 90
9.500 1,933.10 250,000.00
PARSIPPANY-TROY NJ 07054 1 06/22/00 04
0411927015 05 08/01/00 25
0411927015 N 07/01/30
0
3546294 E22/G02 F 61,200.00 ZZ
360 61,200.00 2
875 METROPOLITAN PKWY. 10.125 542.74 90
9.875 542.74 68,000.00
ATLANTA GA 30310 1 06/22/00 01
0411950454 05 08/01/00 25
0411950454 N 07/01/30
0
3546296 E22/G02 F 88,000.00 ZZ
360 88,000.00 1
60 PEARL LANE 9.125 716.00 80
8.875 716.00 110,000.00
CLAYTON GA 30525 5 06/08/00 00
0411967979 05 08/01/00 0
0411967979 O 07/01/30
0
1
3546297 E22/G02 F 35,550.00 ZZ
360 35,550.00 1
721 N. ELMER 10.000 311.98 90
9.750 311.98 39,500.00
SOUTH BEND IN 46628 1 06/22/00 01
0411988181 05 08/01/00 25
0411988181 N 07/01/30
0
3546299 E22/G02 F 50,400.00 ZZ
360 50,400.00 2
139-141 MCREYNOLDS STREET 9.625 428.39 90
9.375 428.39 56,000.00
DAYTON OH 45403 1 06/22/00 04
0411990278 05 08/01/00 25
0411990278 N 07/01/30
0
3546308 E22/G02 F 206,400.00 ZZ
360 206,400.00 1
3606 BUENA VISTA DRIVE 8.625 1,605.36 80
8.375 1,605.36 258,000.00
SACRAMENTO CA 95864 5 06/13/00 00
0411999725 05 08/01/00 0
0411999725 O 07/01/30
0
3546313 E22/G02 F 93,600.00 E
360 93,600.00 1
4601 WEST PARADISE 9.000 753.13 90
8.750 753.13 104,000.00
GLENDALE AZ 85304 1 06/15/00 04
0412009391 05 08/01/00 25
0412009391 N 07/01/30
0
3546314 E22/G02 F 51,000.00 ZZ
360 51,000.00 1
13698 101ST STREET 9.500 428.84 87
9.250 428.84 59,000.00
FELLSMERE FL 32948 1 06/22/00 01
0412012866 05 08/01/00 25
0412012866 O 07/01/30
0
3546319 E22/G02 F 115,175.00 ZZ
360 115,175.00 1
1
1711 SOUTHWEST 349TH PLACE 9.750 989.53 85
9.500 989.53 135,500.00
FEDERAL WAY WA 98023 1 06/20/00 04
0412023061 27 08/01/00 12
0412023061 O 07/01/30
0
3547104 624/G02 F 232,000.00 ZZ
360 232,000.00 1
10976 SE 352ND AVENUE 8.875 1,845.90 75
8.625 1,845.90 310,000.00
BORING OR 97009 5 06/14/00 00
0432113496 05 08/01/00 0
85601600073F O 07/01/30
0
3548232 U05/G02 F 59,000.00 ZZ
360 58,971.74 1
1743 NORTH AZTEC AVENUE 9.625 501.49 59
9.375 501.49 100,000.00
TUCSON AZ 85745 2 05/24/00 00
0432117612 05 07/01/00 0
3040242 N 06/01/30
0
3549891 E22/G02 F 50,000.00 ZZ
360 50,000.00 1
2533 LYNELL COURT 9.000 402.31 77
8.750 402.31 65,000.00
CERES CA 95307 1 06/16/00 00
0411976848 05 08/01/00 0
0411976848 N 07/01/30
0
3549895 E22/G02 F 220,000.00 ZZ
360 220,000.00 1
2803 BELHAVEN PLACE 9.000 1,770.17 80
8.750 1,770.17 275,000.00
DAVIS CA 95616 1 06/09/00 00
0411989700 05 08/01/00 0
0411989700 O 07/01/30
0
3549896 E22/G02 F 80,400.00 ZZ
360 80,400.00 1
171 LEE AVENUE 10.125 713.01 80
9.875 713.01 100,500.00
ASHEVILLE NC 28804 2 06/23/00 00
0411990179 05 08/01/00 0
1
0411990179 N 07/01/30
0
3549897 E22/G02 F 74,250.00 ZZ
360 74,250.00 2
6141 NORTH 24TH STREET 9.625 631.12 90
9.375 631.12 82,500.00
OMAHA NE 68110 1 06/23/00 01
0411990328 05 08/01/00 25
0411990328 N 07/01/30
0
3549900 E22/G02 F 51,200.00 ZZ
360 51,200.00 1
6259 VALLEY QUEEN 9.750 439.89 80
9.500 439.89 64,000.00
SAN ANTONIO TX 78250 1 06/15/00 00
0411993686 05 08/01/00 0
0411993686 N 07/01/30
0
3549905 E22/G02 F 91,350.00 ZZ
360 91,350.00 1
2313 SPRINGDALE ROAD 10.000 801.66 90
9.750 801.66 101,500.00
ATLANTA GA 30315 1 06/23/00 10
0411999337 05 08/01/00 25
0411999337 N 07/01/30
0
3549909 E22/G02 F 85,500.00 ZZ
360 85,500.00 1
2246 MACON DRIVE 10.125 758.23 90
9.875 758.23 95,000.00
ATLANTA GA 30315 1 06/23/00 10
0412008633 05 08/01/00 25
0412008633 N 07/01/30
0
3549913 E22/G02 F 105,100.00 ZZ
360 105,100.00 1
4716 ALDERSBROOK DRIVE 10.000 922.33 90
9.750 922.33 116,786.00
MONROE NC 28110 1 06/23/00 04
0412011272 05 08/01/00 25
0412011272 N 07/01/30
0
1
3549917 E22/G02 F 56,500.00 ZZ
360 56,500.00 1
1306 S PARKER ROAD #176 9.250 464.81 95
9.000 464.81 59,500.00
DENVER CO 80231 1 06/23/00 01
0412016131 01 08/01/00 30
0412016131 O 07/01/30
0
3549918 E22/G02 F 171,000.00 ZZ
360 171,000.00 1
5552 BELINDER 10.000 1,500.65 90
9.750 1,500.65 190,000.00
FAIRWAY KS 66205 1 06/23/00 10
0412016867 03 08/01/00 25
0412016867 O 07/01/30
0
3549919 E22/G02 F 114,050.00 ZZ
360 114,050.00 1
2411 FABAYAN LANE 10.000 1,000.87 90
9.750 1,000.87 126,723.00
CHARLOTTE NC 28262 1 06/23/00 04
0412016883 05 08/01/00 25
0412016883 N 07/01/30
0
3549920 E22/G02 F 138,400.00 ZZ
360 138,400.00 1
2217 YOSEMITE COURT 9.375 1,151.14 80
9.125 1,151.14 173,000.00
CARROLLTON TX 75006 1 06/22/00 00
0412017998 03 08/01/00 0
0412017998 O 07/01/30
0
3549921 E22/G02 F 175,400.00 ZZ
360 175,400.00 1
22421 EAST POWERS PLACE 9.500 1,474.86 80
9.250 1,474.86 219,300.00
AURORA CO 80016 1 06/23/00 00
0412018251 03 08/01/00 0
0412018251 N 07/01/30
0
3549923 E22/G02 F 145,500.00 ZZ
360 145,500.00 1
11513 BLUE LILAC LANE 9.500 1,223.44 90
9.250 1,223.44 161,716.00
1
CHARLOTTE NC 28269 1 06/22/00 01
0412019382 05 08/01/00 25
0412019382 N 07/01/30
0
3551196 253/253 F 170,550.00 ZZ
360 170,550.00 1
8017 N WATER TOWER 8.500 1,311.39 90
8.250 1,311.39 189,500.00
SAGINAW TX 76179 1 06/16/00 14
950359 05 08/01/00 25
950359 O 07/01/30
0
3551265 168/168 F 105,600.00 ZZ
360 105,549.41 1
465 LANDING ROAD NORTH 9.625 897.59 80
9.375 897.59 132,000.00
BRIGHTON NY 14625 5 06/14/00 00
0189587172 05 08/01/00 0
0189587172 O 07/01/30
0
3551665 765/G02 F 319,999.00 ZZ
360 319,999.00 1
17971 ALTA DRIVE 9.750 2,749.29 78
9.500 2,749.29 415,000.00
VILLA PARK CA 92861 1 06/09/00 00
0432120335 05 08/01/00 0
355292 N 07/01/30
0
3551825 G52/G02 F 218,000.00 ZZ
360 218,000.00 1
1211 HIGHLAND DRIVE 9.125 1,773.72 94
8.875 1,773.72 234,000.00
LA VERNE CA 91750 2 06/15/00 10
0432117687 05 08/01/00 30
89505163 O 07/01/30
0
3552453 074/G02 F 121,500.00 ZZ
360 121,444.80 2
35 SUMNER STREET 9.875 1,055.04 90
9.625 1,055.04 135,000.00
MARLBORO MA 01752 1 05/31/00 04
0432128486 05 07/01/00 25
1813133886 N 06/01/30
0
1
3552454 074/G02 F 138,725.00 ZZ
360 138,645.19 1
9210 SAINT ANDREWS LANE 8.750 1,091.35 90
8.500 1,091.35 155,000.00
FREDERICKSBURG VA 22408 1 05/31/00 01
0432128502 03 07/01/00 25
1761233019 N 06/01/30
0
3552456 074/G02 F 64,350.00 ZZ
360 64,350.00 3
1351 BROADWAY AVE NW 9.875 558.78 90
9.625 558.78 71,500.00
GRAND RAPIDS MI 49504 1 06/12/00 01
0432128544 05 08/01/00 25
1639001297 N 07/01/30
0
3552457 074/G02 F 448,000.00 ZZ
360 448,000.00 1
26 WINDSOR DRIVE 9.000 3,604.71 80
8.750 3,604.71 560,000.00
OAK BROOK IL 60521 1 06/16/00 00
0432128577 03 08/01/00 0
1613073634 O 07/01/30
0
3552458 074/G02 F 423,200.00 ZZ
360 423,200.00 1
5256 GOULD AVENUE 9.375 3,519.97 80
9.125 3,519.97 529,000.00
LA CANADA FLINT CA 91011 1 06/01/00 00
0432128593 05 08/01/00 0
1596162740 O 07/01/30
0
3552460 074/G02 F 425,000.00 ZZ
360 424,801.72 1
14 MEDLAR 9.750 3,651.41 66
9.500 3,651.41 650,000.00
IRVINE CA 92618 2 05/26/00 00
0432128643 03 07/01/00 0
1595216072 O 06/01/30
0
3552462 074/G02 F 94,050.00 ZZ
360 94,003.73 4
1
3415 BROADWAY 9.500 790.83 95
9.250 790.83 99,000.00
WEST PALM BEACH FL 33407 1 05/26/00 11
0432128668 05 07/01/00 30
1589444312 O 06/01/30
0
3552464 074/G02 F 134,900.00 ZZ
360 134,828.20 4
601-605 E CENTRAL AVE 9.125 1,097.60 90
8.875 1,097.60 149,900.00
PHILLIPSBURG NJ 08865 1 05/26/00 14
0432128684 05 07/01/00 25
1587312503 N 06/01/30
0
3552465 074/G02 F 105,750.00 ZZ
360 105,701.95 4
5009 FIRST ST NW 9.875 918.28 90
9.625 918.28 117,500.00
WASHINGTON DC 20011 1 06/02/00 14
0432128692 05 07/01/00 25
1587311759 N 06/01/30
0
3552467 074/G02 F 141,750.00 ZZ
360 141,687.29 4
206 E CARDINAL ROAD 10.000 1,243.96 90
9.750 1,243.96 157,500.00
WILDWOOD NJ 08260 1 06/01/00 12
0432128700 05 07/01/00 25
1587308696 N 06/01/30
0
3552469 074/G02 F 351,000.00 ZZ
360 351,000.00 1
8453 RUSSETT COURT 9.875 3,047.91 80
9.625 3,047.91 440,000.00
WESTERVILLE OH 43082 2 06/12/00 00
0432128734 05 08/01/00 0
1583299640 O 07/01/30
0
3552471 074/G02 F 360,000.00 ZZ
360 360,000.00 1
779 CENTURY FARM LA 10.000 3,159.26 80
9.750 3,159.26 450,000.00
NAPERVILLE IL 60563 2 06/03/00 00
0432128742 05 08/01/00 0
1
1583295038 O 07/01/30
0
3552472 074/G02 F 342,000.00 ZZ
360 192,000.00 1
6227 BLUE SPRUCE CO 10.000 3,001.30 63
9.750 3,001.30 550,000.00
LONG GROVE IL 60047 2 06/02/00 00
0432128759 05 08/01/00 0
1583295027 O 07/01/30
0
3552473 074/G02 F 460,000.00 ZZ
360 460,000.00 1
2515 HANFORD LANE 9.875 3,994.41 58
9.625 3,994.41 800,000.00
AURORA IL 60504 2 06/14/00 00
0432128767 05 08/01/00 0
1583294192 O 07/01/30
0
3552474 074/G02 F 366,500.00 ZZ
360 366,337.87 1
225 BRADFORD 10.000 3,216.30 56
9.750 3,216.30 665,000.00
LAKE BLUFF IL 60044 2 05/23/00 00
0432128775 05 07/01/00 0
1583293779 O 06/01/30
0
3552476 074/G02 F 450,000.00 ZZ
360 450,000.00 1
39 WINDSOR 10.000 3,949.08 90
9.750 3,949.08 500,000.00
OAK BROOK IL 60523 1 06/16/00 04
0432128783 05 08/01/00 25
1583292346 O 07/01/30
0
3552478 074/G02 F 330,000.00 ZZ
360 329,550.00 1
209 COLUMBIA AVE 10.000 2,895.99 67
9.750 2,895.99 494,000.00
PARK RIDGE IL 60068 2 05/25/00 00
0432128809 05 07/01/00 0
1583289421 O 06/01/30
0
1
3552479 074/G02 F 370,000.00 ZZ
360 369,813.15 1
3123 CENTRAL STREET 9.375 3,077.48 78
9.125 3,077.48 480,000.00
GLENVIEW IL 60025 2 06/01/00 00
0432128817 05 07/01/00 0
1583288451 O 06/01/30
0
3552480 074/G02 F 315,750.00 ZZ
360 315,602.68 1
742 CHESTNUT 9.750 2,712.79 74
9.500 2,712.79 430,000.00
HINSDALE IL 60521 2 05/24/00 00
0432128833 05 07/01/00 0
1583288123 O 06/01/30
0
3552481 074/G02 F 459,950.00 ZZ
360 459,751.88 1
7528 ZANZIBAR LANE 10.125 4,078.95 80
9.875 4,078.95 575,000.00
MAPLE GROVE MN 55311 2 05/17/00 00
0432128841 05 07/01/00 0
1583287947 O 06/01/30
0
3552483 074/G02 F 350,000.00 ZZ
360 349,663.30 1
347 DONNA LN 9.625 2,974.97 70
9.375 2,974.97 501,000.00
BLOOMINGDALE IL 60108 2 04/19/00 00
0432128874 05 06/01/00 0
1583282058 O 05/01/30
0
3552484 074/G02 F 61,750.00 ZZ
360 61,718.81 3
1616 SOUTH MILLARD AVENUE 9.375 513.61 95
9.125 513.61 65,000.00
CHICAGO IL 60623 1 05/25/00 14
0432128890 05 07/01/00 30
1583281383 O 06/01/30
0
3552485 074/G02 F 34,250.00 ZZ
360 34,250.00 1
115 W STREICHER ST 8.750 269.45 90
8.500 269.45 38,100.00
1
TOLEDO OH 43608 1 06/07/00 11
0432128916 05 08/01/00 25
1581408257 N 07/01/30
0
3552486 074/G02 F 62,100.00 ZZ
360 62,071.78 3
324 W 14TH ST 9.875 539.25 90
9.625 539.25 69,000.00
LORAIN OH 44052 1 05/18/00 11
0432128924 05 07/01/00 25
1581405962 N 06/01/30
0
3552487 074/G02 F 28,800.00 ZZ
360 28,800.00 1
733 UTAH STREET 9.875 250.09 90
9.625 250.09 32,000.00
TOLEDO OH 43605 1 06/06/00 11
0432128932 05 08/01/00 25
1581405270 N 07/01/30
0
3552488 074/G02 F 39,900.00 ZZ
360 39,881.86 4
9782 DUNDEE STREET 9.875 346.48 95
9.625 346.48 42,000.00
DETROIT MI 48204 1 06/01/00 14
0432128957 05 07/01/00 30
1581403242 O 06/01/30
0
3552491 074/G02 F 99,900.00 ZZ
360 99,900.00 3
1310-1312 CRANSTON STREET 9.500 840.02 90
9.250 840.02 111,000.00
CRANSTON RI 02920 1 06/13/00 04
0432128973 05 08/01/00 25
1580201242 N 07/01/30
0
3552493 074/G02 F 57,650.00 ZZ
360 57,623.10 1
156 BAYBERRY DRIVE 9.750 495.31 90
9.500 495.31 64,100.00
BRISTOL CT 06010 1 05/30/00 01
0432128999 05 07/01/00 25
1580198272 N 06/01/30
0
1
3552494 074/G02 F 190,000.00 ZZ
360 189,893.48 3
90 DAVIDSON RD 8.875 1,511.73 95
8.625 1,511.73 200,000.00
COLCHESTER CT 06415 1 05/22/00 01
0432129013 05 07/01/00 30
1580196787 O 06/01/30
0
3552495 074/G02 F 97,200.00 ZZ
360 97,200.00 3
804 SHOREWINDS DRIVE 9.750 835.10 90
9.500 835.10 108,000.00
FORT PIERCE FL 34983 1 06/14/00 14
0432129021 05 08/01/00 25
1580194090 N 07/01/30
0
3552496 074/G02 F 380,000.00 ZZ
360 379,822.71 1
984 WHIMBREL CT 9.750 3,264.79 80
9.500 3,264.79 475,000.00
CARLSBAD CA 92009 1 05/25/00 00
0432129039 03 07/01/00 0
1567304772 O 06/01/30
0
3552501 074/G02 F 360,750.00 ZZ
360 360,537.01 1
116 BOUTELIER 8.625 2,805.88 79
8.375 2,805.88 460,750.00
BURNET TX 78611 1 05/09/00 00
0432129054 03 07/01/00 0
1563347536 O 06/01/30
0
3552503 074/G02 F 125,500.00 ZZ
360 125,500.00 1
1667 LAVETA ST 8.750 987.31 85
8.500 987.31 148,000.00
GRAND JUNCTION CO 81503 5 06/09/00 14
0432129070 05 08/01/00 12
1561478760 O 07/01/30
0
3552505 074/G02 F 350,000.00 ZZ
360 350,000.00 1
1
1601 CORNELL DRIVE 9.875 3,039.23 69
9.625 3,039.23 510,000.00
ALAMEDA CA 94501 5 06/08/00 00
0432129096 05 08/01/00 0
1561478431 O 07/01/30
0
3552507 074/G02 F 368,000.00 ZZ
360 368,000.00 1
3726 CARAVELLA DR 9.875 3,195.53 80
9.625 3,195.53 460,000.00
SAN JOSE CA 95117 5 06/08/00 00
0432119808 05 08/01/00 0
1561478410 O 07/01/30
0
3552508 074/G02 F 435,000.00 ZZ
360 435,000.00 1
1288 MAYBERRY LANE 9.875 3,777.32 79
9.625 3,777.32 555,000.00
SAN JOSE CA 95131 2 06/09/00 00
0432129112 05 08/01/00 0
1561478409 O 07/01/30
0
3552510 074/G02 F 316,000.00 ZZ
360 316,000.00 1
5758 DICHONDRA PL 9.125 2,571.09 80
8.875 2,571.09 395,000.00
NEWARK CA 94560 2 06/05/00 00
0432129138 05 08/01/00 0
1561477508 O 07/01/30
0
3552511 074/G02 F 400,000.00 ZZ
360 400,000.00 1
223 STANBRIDGE CT 9.875 3,473.40 60
9.625 3,473.40 670,000.00
ALAMEDA CA 94502 5 06/02/00 00
0432129146 03 08/01/00 0
1561477315 O 07/01/30
0
3552512 074/G02 F 456,000.00 ZZ
360 455,787.25 1
520 28TH AVENUE 9.750 3,917.75 80
9.500 3,917.75 570,000.00
SAN FRANCISCO CA 94121 1 05/23/00 00
0432129153 05 07/01/00 0
1
1561476935 O 06/01/30
0
3552513 074/G02 F 320,000.00 ZZ
360 320,000.00 1
6521 KOREMATSU CT 10.000 2,808.23 59
9.750 2,808.23 550,000.00
SAN JOSE CA 95120 2 06/09/00 00
0432129179 05 08/01/00 0
1561476913 O 07/01/30
0
3552515 074/G02 F 538,500.00 ZZ
360 538,255.35 1
1045 BOUGAINVILLEA 9.875 4,676.06 75
9.625 4,676.06 718,000.00
SUNNYVALE CA 94086 1 05/12/00 00
0432129195 03 07/01/00 0
1561476163 O 06/01/30
0
3552516 074/G02 F 445,000.00 ZZ
360 444,786.81 1
441 SILVER HOLLOW DR 9.625 3,782.46 59
9.375 3,782.46 757,000.00
WALNUT CREEK CA 94598 5 05/15/00 00
0432129203 03 07/01/00 0
1561476152 O 06/01/30
0
3552517 074/G02 F 480,000.00 ZZ
360 479,770.05 1
1637 EAGLE DRIVE 9.625 4,079.95 50
9.375 4,079.95 973,000.00
SUNNYVALE CA 94087 5 05/12/00 00
0432129211 05 07/01/00 0
1561476141 O 06/01/30
0
3552518 074/G02 F 315,000.00 ZZ
360 314,853.04 1
730 LIVERPOOL WAY 9.750 2,706.34 39
9.500 2,706.34 814,000.00
SUNNYVALE CA 94087 5 05/10/00 00
0432129237 05 07/01/00 0
1561475932 O 06/01/30
0
1
3552519 074/G02 F 370,000.00 ZZ
360 369,006.25 1
544 CHEYENNE DRIVE 9.750 3,178.88 46
9.500 3,178.88 810,500.00
SUNNYVALE CA 94087 5 05/12/00 00
0432129245 05 07/01/00 0
1561475900 O 06/01/30
0
3552520 074/G02 F 368,750.00 ZZ
360 368,577.95 1
2768 CAMINO CASA BU 9.750 3,168.14 60
9.500 3,168.14 615,000.00
PLEASANTON CA 94566 5 05/08/00 00
0432129252 05 07/01/00 0
1561475896 O 06/01/30
0
3552521 074/G02 F 494,000.00 ZZ
360 493,775.56 1
2404 HERITAGE WAY 9.875 4,289.65 79
9.625 4,289.65 632,500.00
UNION CITY CA 94587 2 05/17/00 00
0432129260 05 07/01/00 0
1561475740 O 06/01/30
0
3552523 074/G02 F 134,700.00 ZZ
360 134,633.74 2
418 M STREET SE 9.500 1,132.64 90
9.250 1,132.64 149,700.00
AUBURN WA 98002 1 05/24/00 11
0432129286 05 07/01/00 25
1561469510 N 06/01/30
0
3552524 074/G02 F 528,800.00 ZZ
360 528,479.65 1
1603 INDIAN VALLEY ROAD 8.500 4,066.02 80
8.250 4,066.02 661,000.00
NOVATO CA 94947 1 05/17/00 00
0432121119 05 07/01/00 0
1557053698 O 06/01/30
0
3552525 074/G02 F 120,600.00 ZZ
360 120,542.22 4
16310 BOHNHOF STRAS 9.625 1,025.09 90
9.375 1,025.09 134,000.00
1
HOUSTON TX 77070 1 05/16/00 12
0432129294 05 07/01/00 25
1539057314 N 06/01/30
0
3552526 074/G02 F 48,600.00 ZZ
360 48,577.92 4
1129 BOULEVARD STRE 9.875 422.02 90
9.625 422.02 54,000.00
SHREVEPORT LA 71104 1 05/26/00 04
0432129302 05 07/01/00 25
1539056978 N 06/01/30
0
3552527 074/G02 F 46,800.00 ZZ
360 46,779.29 4
1047 EUSTIS STREET 10.000 410.71 90
9.750 410.71 52,000.00
SHREVEPORT LA 71104 1 05/19/00 12
0432129310 05 07/01/00 25
1539056956 N 06/01/30
0
3552529 074/G02 F 120,600.00 ZZ
360 120,483.98 4
16330 BOHNHOF STRAS 9.625 1,025.09 90
9.375 1,025.09 134,000.00
HOUSTON TX 77070 1 04/13/00 01
0432129336 05 06/01/00 30
1539055068 N 05/01/30
0
3552534 074/G02 F 61,200.00 ZZ
360 61,129.32 1
7378 RAVEN HILL LAN 8.750 481.46 90
8.500 481.46 68,000.00
DALLAS TX 75227 1 04/14/00 04
0432129369 05 06/01/00 25
1524059236 N 05/01/30
0
3552535 074/G02 F 650,000.00 ZZ
360 650,000.00 1
3306 DUVAL STREET 9.000 5,230.05 60
8.750 5,230.05 1,100,000.00
AUSTIN TX 78705 4 06/12/00 00
0432129377 05 08/01/00 0
1520044033 O 07/01/30
0
1
3552536 074/G02 F 382,500.00 ZZ
360 382,500.00 1
4002 BENNEDICT LANE 9.000 3,077.68 75
8.750 3,077.68 510,000.00
AUSTIN TX 78746 1 06/16/00 00
0432129385 03 08/01/00 0
1520043846 O 07/01/30
0
3552538 074/G02 F 300,000.00 ZZ
360 299,831.82 3
2837 W 19TH STREET 8.875 2,386.93 80
8.625 2,386.93 375,000.00
BROOKLYN NY 11224 1 05/16/00 00
0432129401 05 07/01/00 0
1503889188 O 06/01/30
0
3552541 074/G02 F 105,600.00 ZZ
360 105,600.00 4
691 WHITE CLOUD DR 8.625 821.35 53
8.375 821.35 200,000.00
BOISE ID 83709 5 06/13/00 00
0432129435 05 08/01/00 0
1461182400 N 07/01/30
0
3552542 074/G02 F 81,000.00 ZZ
360 80,963.20 2
2405 YOUNG STREET 9.875 703.36 90
9.625 703.36 90,000.00
ATLANTA GA 30316 1 05/25/00 01
0432129450 05 07/01/00 25
1337024682 N 06/01/30
0
3552544 074/G02 F 108,000.00 ZZ
360 107,890.49 4
5320 NW 20TH COURT 9.375 898.29 90
9.125 898.29 120,000.00
GAINESVILLE FL 32653 1 04/28/00 04
0432129476 05 06/01/00 25
1322052119 N 05/01/30
0
3552547 074/G02 F 178,000.00 ZZ
360 177,902.77 4
1
301 SW 12 CT 9.000 1,432.23 95
8.750 1,432.23 187,421.00
FT LAUDERDALE FL 33315 1 05/26/00 12
0432129518 05 07/01/00 30
1302055985 O 06/01/30
0
3552550 074/G02 F 126,000.00 ZZ
360 125,931.18 2
434-436KENTUCKY STR 9.000 1,013.82 90
8.750 1,013.82 140,000.00
VALLEJO CA 94590 1 05/04/00 10
0432129542 05 07/01/00 25
1260002339 N 06/01/30
0
3552551 074/G02 F 364,000.00 ZZ
360 363,760.76 1
404 E 25TH STREET 9.125 2,961.62 80
8.875 2,961.62 455,000.00
MARYVILLE CA 95901 1 05/25/00 00
0432129559 05 07/01/00 0
1257010689 O 06/01/30
0
3552552 074/G02 F 274,150.00 ZZ
360 274,150.00 1
1724 STARR ROAD 9.500 2,305.20 80
9.250 2,305.20 342,700.00
YUBA CITY CA 95993 2 06/09/00 00
0432129567 05 08/01/00 0
1257010328 O 07/01/30
0
3552554 074/G02 F 327,000.00 ZZ
360 327,000.00 1
1721 SHIRE COURT 8.625 2,543.37 60
8.375 2,543.37 545,000.00
WHEATON IL 60187 1 06/09/00 00
0432129583 05 08/01/00 0
1231027482 O 07/01/30
0
3552555 074/G02 F 235,000.00 ZZ
360 234,735.53 4
4457 ATLANTIC AVENUE UNIT 1-4 8.875 1,869.77 80
8.625 1,869.77 295,000.00
LONG BEACH CA 90807 2 04/26/00 00
0432129591 05 06/01/00 0
1
1230072459 N 05/01/30
0
3552557 074/G02 F 59,400.00 ZZ
360 59,369.20 1
7 CALDWELL PLACE 9.250 488.67 90
9.000 488.67 66,000.00
NEWARK DE 19711 1 05/30/00 04
0432129609 05 07/01/00 25
1181096099 N 06/01/30
0
3552558 074/G02 F 364,900.00 ZZ
360 364,900.00 1
81 CLOVER RD 9.250 3,001.94 80
9.000 3,001.94 456,180.00
IVYLAND PA 18974 1 06/07/00 00
0432129617 03 08/01/00 0
1175087752 O 07/01/30
0
3552559 074/G02 F 128,350.00 ZZ
360 128,276.16 1
4434 OAK STREET 8.750 1,009.73 85
8.500 1,009.73 151,000.00
LUNA PIER MI 48157 5 05/22/00 14
0432129625 05 07/01/00 12
1114802388 O 06/01/30
0
3552562 074/G02 F 71,000.00 ZZ
360 70,965.07 1
23 WHITTIER DRIVE 9.500 597.01 90
9.250 597.01 79,000.00
MASTIC BEACH NY 11951 1 05/24/00 04
0432129666 05 07/01/00 25
1111368740 N 06/01/30
0
3552563 074/G02 F 372,000.00 ZZ
360 372,000.00 1
1429 MILLSTONE ROAD 8.875 2,959.80 80
8.625 2,959.80 465,000.00
NOYAC NY 11968 1 06/09/00 00
0432129690 05 08/01/00 0
1106326606 O 07/01/30
0
1
3552564 074/G02 F 360,000.00 ZZ
360 359,798.17 4
36 LEFFERTS PLACE 8.875 2,864.33 80
8.625 2,864.33 450,000.00
BROOKLYN NY 11238 1 05/31/00 00
0432129708 05 07/01/00 0
1106318062 O 06/01/30
0
3553168 E22/G02 F 137,400.00 ZZ
360 137,400.00 1
201 PINE ROCK PLACE 9.625 1,167.89 90
9.375 1,167.89 154,000.00
WALESKA GA 30183 2 06/20/00 01
0411764541 05 08/01/00 25
0411764541 O 07/01/30
0
3553169 E22/G02 F 107,800.00 ZZ
360 107,800.00 1
349 NEW YORK AVENUE 10.250 966.00 95
UNIT # 5 10.000 966.00 113,500.00
JERSEY CITY NJ 07307 1 06/26/00 04
0411912397 01 08/01/00 30
0411912397 O 07/01/30
0
3553178 E22/G02 F 123,200.00 ZZ
360 123,200.00 1
5760 SW 13 TERRACE 9.375 1,024.72 80
9.125 1,024.72 154,000.00
MIAMI FL 33144 5 06/21/00 00
0411979990 05 08/01/00 0
0411979990 O 07/01/30
0
3553181 E22/G02 F 69,600.00 ZZ
360 69,600.00 1
5504 FENCE ROW 9.125 566.29 79
8.875 566.29 88,500.00
AUSTIN TX 78744 5 06/21/00 00
0411981988 05 08/01/00 0
0411981988 O 07/01/30
0
3553184 E22/G02 F 238,500.00 ZZ
360 238,500.00 2
5301-03 MAGAZINE STREET 9.875 2,071.01 90
9.625 2,071.01 265,000.00
1
NEW ORLEANS LA 70115 1 06/26/00 01
0411988322 05 08/01/00 25
0411988322 N 07/01/30
0
3553186 E22/G02 F 52,000.00 ZZ
360 52,000.00 1
3819 FLORIDA AVENUE 9.375 432.51 80
9.125 432.51 65,000.00
KENNER LA 70065 1 06/26/00 00
0411993215 05 08/01/00 0
0411993215 N 07/01/30
0
3553188 E22/G02 F 176,550.00 ZZ
360 176,550.00 1
15 BURTON DRIVE 8.750 1,388.92 90
8.500 1,388.92 196,200.00
FAIRVIEW NC 28730 5 06/21/00 04
0411994767 05 08/01/00 25
0411994767 O 07/01/30
0
3553195 E22/G02 F 18,900.00 ZZ
360 18,900.00 1
210 N WOOD STREET 10.000 165.86 90
9.750 165.86 21,000.00
CLEBURNE TX 76031 1 06/26/00 10
0412003717 05 08/01/00 25
0412003717 N 07/01/30
0
3553197 E22/G02 F 55,600.00 ZZ
360 55,600.00 1
1005 TOMAHAWK 9.375 462.45 80
9.125 462.45 69,510.00
KINGSLAND TX 78639 5 06/20/00 00
0412004889 05 08/01/00 0
0412004889 O 07/01/30
0
3553199 E22/G02 F 52,000.00 ZZ
360 52,000.00 1
1696 WESTERHAM DRIVE 9.375 432.51 80
9.125 432.51 65,000.00
DALLAS TX 75232 5 06/26/00 00
0412010472 03 08/01/00 0
0412010472 N 07/01/30
0
1
3553200 E22/G02 F 97,600.00 ZZ
360 97,600.00 1
26 FRANKLIN SREET 9.000 785.31 80
8.750 785.31 122,000.00
WINOOSKI VT 05404 1 06/26/00 00
0412011942 05 08/01/00 0
0412011942 O 07/01/30
0
3553202 E22/G02 F 117,000.00 ZZ
360 117,000.00 1
2624 EASTERN AVENUE 9.250 962.53 67
9.000 962.53 175,000.00
SACRAMENTO CA 95821 5 06/16/00 00
0412014599 05 08/01/00 0
0412014599 O 07/01/30
0
3553206 E22/G02 F 53,000.00 ZZ
360 53,000.00 1
5862 KENNEDY AVE 9.625 450.49 90
9.375 450.49 59,000.00
CINCINNATI OH 45213 1 06/26/00 01
0412018087 05 08/01/00 25
0412018087 N 07/01/30
0
3553208 E22/G02 F 75,750.00 ZZ
360 75,750.00 1
240 SOUTH CIRCLE 10.000 664.76 75
9.750 664.76 101,000.00
CONCORD NC 28025 5 06/26/00 00
0412022022 05 08/01/00 0
0412022022 N 07/01/30
0
3553210 E22/G02 F 99,500.00 ZZ
360 99,500.00 1
104 COUNTRY VIEW LANE 9.250 818.56 72
9.000 818.56 139,500.00
FATE TX 75087 1 06/23/00 00
0412024176 05 08/01/00 0
0412024176 O 07/01/30
0
3553426 J86/G02 F 310,650.00 ZZ
360 310,650.00 1
1
109 AUTUMN CHASE ROAD 9.125 2,527.55 90
8.875 2,527.55 345,220.00
HOPEWELL JUNCTI NY 12533 1 06/21/00 14
0432118982 05 08/01/00 25
0171069 O 07/01/30
0
3553556 696/G02 F 158,850.00 ZZ
360 158,850.00 1
13615 BECKINGHAM DRIVE 9.000 1,278.14 80
8.750 1,278.14 198,590.00
HERNDON VA 20171 1 06/23/00 00
0432114031 09 08/01/00 0
30100097 O 07/01/30
0
3553807 Q59/G02 F 279,000.00 ZZ
360 279,000.00 3
1244,1244 1/2 & 1246 CRENSHAW 9.750 2,397.04 90
BOULEVARD 9.500 2,397.04 310,000.00
LOS ANGELES CA 90019 1 06/08/00 11
0432116283 05 08/01/00 25
201310 O 07/01/30
0
3554178 369/G02 F 550,000.00 ZZ
360 549,756.68 1
124 HANOHANO PLACE 10.000 4,826.65 74
9.750 4,826.65 750,000.00
HONOLULU HI 96825 1 05/25/00 00
0432116267 03 07/01/00 0
0072087554 O 06/01/30
0
3554473 637/G02 F 84,000.00 ZZ
360 84,000.00 1
6983 SO RUNNING SPRING DR 9.625 714.00 80
9.375 714.00 105,000.00
WEST JORDAN UT 84084 1 06/12/00 00
0432114171 05 08/01/00 0
003083657 N 07/01/30
0
3554815 168/168 F 30,000.00 ZZ
360 30,000.00 1
7305 RANKIN TRAIL 9.250 246.81 30
9.000 246.81 100,000.00
AUSTIN TX 78729 1 06/19/00 00
0189620170 05 08/01/00 0
1
0189620170 O 07/01/30
0
3555083 J95/J95 F 542,500.00 ZZ
360 542,500.00 1
165 A BUFFELL HEAD 9.625 4,611.20 62
9.375 4,611.20 875,000.00
DUCK NC 27949 2 06/02/00 00
0018005314 05 08/01/00 0
0018005314 N 07/01/30
0
3555090 J95/J95 F 52,700.00 ZZ
360 52,617.41 1
1941 SOUTH PALO VERDE BOULEVAR 9.250 433.55 80
9.000 433.55 65,900.00
LAKE HAVASU CIT AZ 86403 1 03/29/00 00
0022202469 05 05/01/00 0
0022202469 O 04/01/30
0
3555094 J95/J95 F 61,600.00 ZZ
360 61,437.54 1
103 OTTER AVENUE 9.375 512.36 80
9.125 512.36 77,000.00
CLOUDCROFT NM 88317 5 04/12/00 00
0022438923 05 06/01/00 0
0022438923 O 05/01/30
0
3555095 J95/J95 F 125,000.00 ZZ
360 124,855.63 1
69309 LAKE DRIVE 8.750 983.38 50
8.500 983.38 250,000.00
SISTERS OR 97759 5 04/06/00 00
0014325393 05 06/01/00 0
0014325393 O 05/01/30
0
3555097 J95/J95 F 85,500.00 ZZ
360 85,415.56 4
2707 EVERGREEN CIRCLE 9.500 718.93 90
9.250 718.93 95,000.00
BRYAN TX 77801 1 04/24/00 10
0022565568 05 06/01/00 25
0022565568 N 05/01/30
0
1
3555098 J95/J95 F 85,500.00 ZZ
360 85,415.56 4
2706 EVERGREEN CIRCLE 9.500 718.93 90
9.250 718.93 95,000.00
BRYAN TX 77801 1 04/24/00 10
0022565576 05 06/01/00 25
0022565576 N 05/01/30
0
3555099 J95/J95 F 65,600.00 ZZ
360 65,562.25 1
4516 LARAMIE STREET 8.750 516.08 80
8.500 516.08 82,000.00
CHEYENNE WY 82001 2 05/09/00 00
0022552038 05 07/01/00 0
0022552038 O 06/01/30
0
3555100 J95/J95 F 48,750.00 ZZ
360 48,696.56 1
1870 EAST JAVALINA PATH 9.000 392.25 65
8.750 392.25 75,000.00
CHINO VALLEY AZ 86323 5 04/10/00 00
0022435648 05 06/01/00 0
0022435648 O 05/01/30
0
3555101 J95/J95 F 650,000.00 ZZ
360 649,680.28 1
1170 EAST TUFTS AVENUE 9.500 5,465.55 62
9.250 5,465.55 1,065,000.00
ENGLEWOOD CO 80110 5 05/24/00 00
0022552392 05 07/01/00 0
0022552392 O 06/01/30
0
3555102 J95/J95 F 140,000.00 ZZ
360 139,932.93 4
133 JONES LANE 9.625 1,189.99 80
9.375 1,189.99 175,000.00
KISSIMMEE FL 34743 1 05/12/00 00
0017336520 05 07/01/00 0
0017336520 N 06/01/30
0
3555104 J95/J95 F 61,500.00 ZZ
360 61,468.11 1
3757 SOUTH MENTOR AVENUE 9.250 505.95 77
9.000 505.95 80,000.00
1
SPRINGFIELD MO 65804 1 05/10/00 00
0017346578 05 07/01/00 0
0017346578 O 06/01/30
0
3555105 J95/J95 F 100,000.00 ZZ
360 99,946.78 3
59 PARK AVENUE 9.125 813.64 52
8.875 813.64 195,000.00
CRANSTON RI 02905 2 05/05/00 00
0017348509 05 07/01/00 0
0017348509 O 06/01/30
0
3555107 J95/J95 F 400,000.00 ZZ
360 399,775.75 1
815 KEVENAIRE DRIVE 8.875 3,182.58 70
8.625 3,182.58 575,000.00
MILPITAS CA 95035 5 05/02/00 00
0022634893 05 07/01/00 0
0022634893 O 06/01/30
0
3555108 J95/J95 F 72,000.00 ZZ
360 71,813.96 1
403 SUNNYSIDE LANE 8.625 560.01 60
8.375 560.01 120,000.00
LONGMONT CO 80501 2 04/28/00 00
0017355413 05 06/01/00 0
0017355413 N 05/01/30
0
3555109 J95/J95 F 116,000.00 ZZ
360 115,876.05 1
16202 NORTH 64TH PLACE 9.125 943.82 80
8.875 943.82 145,000.00
SCOTTSDALE AZ 85254 1 04/24/00 00
0017357757 05 06/01/00 0
0017357757 N 05/01/30
0
3555111 J95/J95 F 108,000.00 ZZ
360 107,949.61 3
2818 HERSCHEL STREET 9.750 927.89 90
9.500 927.89 120,000.00
JACKSONVILLE FL 32205 1 05/22/00 10
0017358177 05 07/01/00 25
0017358177 N 06/01/30
0
1
3555112 J95/J95 F 89,100.00 ZZ
360 88,949.43 4
2612 STEELE AVENUE 9.500 749.21 90
27 E-H 9.250 749.21 99,000.00
ATLANTA GA 30315 1 05/01/00 12
0010339034 05 06/01/00 25
0010339034 N 05/01/30
0
3555113 J95/J95 F 179,000.00 ZZ
360 178,583.54 1
31883 WREN LANE 8.750 1,408.19 80
8.500 1,408.19 225,000.00
STRAWBERRY CA 95375 5 04/03/00 00
0020043717 05 06/01/00 0
0020043717 O 05/01/30
0
3555115 J95/J95 F 62,400.00 ZZ
360 62,369.31 1
854 EARNEST STREET 9.500 524.69 80
9.250 524.69 78,000.00
ATLANTA GA 30318 5 05/22/00 00
0022674782 05 07/01/00 0
0022674782 N 06/01/30
0
3555118 J95/J95 F 99,000.00 ZZ
360 98,956.20 1
10825 T CIRCLE 10.000 868.80 90
9.750 868.80 110,000.00
OMAHA NE 68137 1 05/26/00 10
0017370057 05 07/01/00 25
0017370057 N 06/01/30
0
3555120 J95/J95 F 78,000.00 ZZ
360 77,963.60 3
402 DEBORAH LANE 9.750 670.15 65
9.500 670.15 120,000.00
PENSACOLA FL 32514 2 05/09/00 00
0017371394 05 07/01/00 0
0017371394 N 06/01/30
0
3555121 J95/J95 F 103,200.00 ZZ
360 103,145.08 1
1
7211 WEST DIVISION 9.125 839.67 80
UNIT D1 8.875 839.67 129,000.00
RIVER FOREST IL 60305 1 05/15/00 00
0017372186 01 07/01/00 0
0017372186 O 06/01/30
0
3555123 J95/J95 F 114,000.00 ZZ
360 113,881.34 1
423 SHASTA STREET 9.250 937.85 80
9.000 937.85 142,500.00
MANCHESTER NH 03103 1 04/28/00 00
0020055786 05 06/01/00 0
0020055786 N 05/01/30
0
3555125 J95/J95 F 150,000.00 ZZ
360 149,922.23 1
1714 NORTH HOLLY LANE 9.250 1,234.02 58
9.000 1,234.02 262,000.00
ATLANTA GA 30329 5 05/08/00 00
0010873289 05 07/01/00 0
0010873289 O 06/01/30
0
3555128 J95/J95 F 80,700.00 ZZ
360 80,660.31 1
807 RICHMOND AVENUE 9.500 678.57 78
9.250 678.57 103,900.00
LEHIGH ACRES FL 33936 1 05/15/00 00
0020058962 05 07/01/00 0
0020058962 O 06/01/30
0
3555129 J95/J95 F 45,500.00 ZZ
360 45,500.00 2
424 WEST 58TH STREET 9.500 382.59 65
9.250 382.59 70,000.00
CHICAGO IL 60621 5 06/05/00 00
0017400086 05 08/01/00 0
0017400086 N 07/01/30
0
3555130 J95/J95 F 134,500.00 ZZ
360 134,500.00 1
4883 VALLEYDALE COURT 9.750 1,155.56 90
9.500 1,155.56 149,479.00
LILBURN GA 30047 1 06/05/00 14
0022678395 05 08/01/00 25
1
0022678395 N 07/01/30
0
3555132 J95/J95 F 500,000.00 ZZ
360 499,784.63 1
64 CRESCENT DRIVE 10.125 4,434.12 70
9.875 4,434.12 715,000.00
GLENCOE IL 60022 5 05/31/00 00
0017415001 05 07/01/00 0
0017415001 O 06/01/30
0
3555134 J95/J95 F 54,000.00 ZZ
360 53,972.74 1
712 VINE STREET NORTH 9.375 449.14 90
9.125 449.14 60,000.00
SANDOVAL IL 62882 5 05/17/00 10
0022626733 05 07/01/00 25
0022626733 O 06/01/30
0
3555135 J95/J95 F 76,950.00 ZZ
360 76,913.13 4
3837 DUNNICA 9.625 654.07 90
9.375 654.07 85,500.00
ST LOUIS MO 63116 1 05/31/00 01
0022630495 05 07/01/00 25
0022630495 N 06/01/30
0
3555671 455/G02 F 157,250.00 ZZ
360 157,250.00 1
91 MARSH OAK DRIVE 9.500 1,322.25 90
9.250 1,322.25 175,000.00
BRUNSWICK GA 31525 1 06/21/00 01
0432117018 05 08/01/00 25
09000568 O 07/01/30
0
3556324 455/G02 F 424,000.00 ZZ
360 424,000.00 1
84 LAUREL DRIVE 9.750 3,642.82 80
9.500 3,642.82 530,000.00
ATLANTA GA 30342 2 06/13/00 00
0432114510 05 08/01/00 0
09000573 O 07/01/30
0
1
3557114 E22/G02 F 140,100.00 ZZ
360 140,100.00 1
8621 UNDERHILL DRIVE 9.000 1,127.28 75
8.750 1,127.28 186,817.00
SACRAMENTO CA 95828 1 06/14/00 00
0411687031 05 08/01/00 0
0411687031 O 07/01/30
0
3557118 E22/G02 F 70,000.00 ZZ
360 70,000.00 1
1009 PEDEN AVENUE 9.625 594.99 46
9.375 594.99 155,000.00
HOUSTON TX 77006 5 06/22/00 00
0411955925 05 08/01/00 0
0411955925 O 07/01/30
0
3557119 E22/G02 F 82,800.00 ZZ
360 82,800.00 4
3125 PHOENIX STREET 9.500 696.23 90
9.250 696.23 92,000.00
KENNER LA 70065 1 06/27/00 01
0411973795 05 08/01/00 25
0411973795 N 07/01/30
0
3557126 E22/G02 F 399,200.00 ZZ
360 399,200.00 1
523 SUNRIDGE DRIVE 9.125 3,248.02 80
8.875 3,248.02 499,000.00
SCOTTS VALLEY CA 95066 1 06/09/00 00
0411991532 05 08/01/00 0
0411991532 N 07/01/30
0
3557128 E22/G02 F 82,400.00 ZZ
360 82,400.00 1
7 ROOSEVELT AVENUE 9.750 707.94 80
9.500 707.94 103,000.00
BORDENTOWN NJ 08620 1 06/27/00 00
0411993595 05 08/01/00 0
0411993595 N 07/01/30
0
3557131 E22/G02 F 145,200.00 ZZ
360 145,200.00 1
829 GAY STREET 9.250 1,194.52 80
9.000 1,194.52 181,500.00
1
LONGMONT CO 80501 1 06/27/00 00
0412004335 05 08/01/00 0
0412004335 N 07/01/30
0
3557133 E22/G02 F 50,550.00 ZZ
360 50,550.00 1
3611 MANANA DRIVE 9.625 429.67 80
9.375 429.67 63,200.00
DALLAS TX 75220 1 06/27/00 00
0412006819 05 08/01/00 0
0412006819 N 07/01/30
0
3557134 E22/G02 F 60,400.00 ZZ
360 60,400.00 1
3703 DUNHAVEN ROAD 9.625 513.39 80
9.375 513.39 75,500.00
DALLAS TX 75220 1 06/26/00 00
0412006850 05 08/01/00 0
0412006850 N 07/01/30
0
3557136 E22/G02 F 131,250.00 ZZ
360 131,250.00 1
43801 CRANFORD AVE. 9.000 1,056.07 75
8.750 1,056.07 175,000.00
CANTON MI 48187 1 06/27/00 00
0412008617 05 08/01/00 0
0412008617 O 07/01/30
0
3557138 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
132 ACUFF LANE 9.125 585.82 57
8.875 585.82 128,000.00
COLLEYVILLE TX 76034 5 06/22/00 00
0412009631 05 08/01/00 0
0412009631 O 07/01/30
0
3557140 E22/G02 F 86,450.00 ZZ
360 86,450.00 1
3820 CHARLES TERRACE 9.625 734.82 95
9.375 734.82 91,000.00
MIAMI FL 33133 5 06/22/00 14
0412011017 05 08/01/00 30
0412011017 O 07/01/30
0
1
3557144 E22/G02 F 48,000.00 ZZ
360 48,000.00 1
552 MEADOWLAWN 9.875 416.81 80
9.625 416.81 60,000.00
SAGINAW MI 48604 5 06/27/00 00
0412020448 05 08/01/00 0
0412020448 N 07/01/30
0
3557146 E22/G02 F 152,000.00 ZZ
360 152,000.00 1
182 SECOND AVENUE 9.750 1,305.91 90
9.500 1,305.91 170,000.00
ATLANTA GA 30317 1 06/26/00 10
0412027070 05 08/01/00 25
0412027070 N 07/01/30
0
3557383 E82/G02 F 63,000.00 ZZ
360 63,000.00 2
9983-9985 FOX HOLLOW COURT 9.625 535.49 90
9.375 535.49 70,000.00
ST.ANN MO 63074 1 06/27/00 04
0400290862 05 08/01/00 25
0400290862 N 07/01/30
0
3557384 E82/G02 F 89,600.00 ZZ
360 89,600.00 1
369 SOUTHBURY UNIT 2C 9.500 753.41 80
9.250 753.41 112,000.00
SCHAUMBURG IL 60193 1 06/27/00 00
0400290730 01 08/01/00 0
0400290730 O 07/01/30
0
3557839 624/G02 F 240,800.00 ZZ
360 240,800.00 1
747 DELMAS AVENUE 9.000 1,937.53 80
8.750 1,937.53 301,000.00
SAN JOSE CA 95125 1 06/15/00 00
0432115392 05 08/01/00 0
86026100056F O 07/01/30
0
3558118 B57/G02 F 26,676.00 ZZ
360 26,676.00 1
1
327 EYE STREET 9.625 226.75 89
9.375 226.75 30,000.00
BAKERSFIELD CA 93304 1 06/16/00 14
0432124584 05 08/01/00 25
20B0209 N 07/01/30
0
3558674 G51/G02 F 140,765.00 ZZ
360 140,765.00 2
4431 - 4433 W 10TH AVE 9.250 1,158.04 85
9.000 1,158.04 166,500.00
DENVER CO 80204 1 06/23/00 11
0432115988 05 08/01/00 12
556679 N 07/01/30
0
3559243 765/G02 F 57,960.00 ZZ
360 57,960.00 3
388 FOURTH STREET 10.125 514.01 90
9.875 514.01 64,400.00
PERRIS CA 92570 1 06/13/00 14
0432116077 05 08/01/00 25
146889 O 07/01/30
0
3559444 950/G02 F 400,000.00 ZZ
360 399,787.14 1
2834 WEST VIEWMONT WAY 9.125 3,254.53 76
8.875 3,254.53 530,000.00
WEST SEATTLE WA 98199 1 05/30/00 00
0432120111 05 07/01/00 0
10000523112 N 06/01/30
0
3559451 808/G02 F 315,000.00 ZZ
360 315,000.00 2
5400 SOUTH QUINCY ROAD 8.500 2,422.08 79
8.250 2,422.08 400,000.00
DENAIR CA 95316 2 06/14/00 00
0432120301 05 08/01/00 0
9416885 O 07/01/30
0
3559729 A46/G02 F 153,600.00 ZZ
360 153,600.00 1
145 EAST ELM CRESCENT 8.875 1,222.11 78
8.625 1,222.11 197,000.00
THE WOODLANDS TX 77382 2 06/09/00 00
0432124998 05 08/01/00 0
1
0441254 O 07/01/30
0
3560708 E22/G02 F 300,000.00 ZZ
360 300,000.00 1
9770 N. BUDGE LANE 9.000 2,413.87 77
8.750 2,413.87 390,000.00
KELLY WY 83011 2 06/28/00 00
0411934730 05 08/01/00 0
0411934730 N 07/01/30
0
3560726 E22/G02 F 122,650.00 ZZ
360 122,650.00 1
1893 NEZ PERCE DRIVE 9.750 1,053.75 79
9.500 1,053.75 156,000.00
SOUTH LAKE TAHO CA 96150 2 06/07/00 00
0411998347 05 08/01/00 0
0411998347 O 07/01/30
0
3560728 E22/G02 F 239,000.00 ZZ
360 239,000.00 1
3917 EDGEROCK DRIVE 9.500 2,009.64 79
9.250 2,009.64 304,500.00
AUSTIN TX 78731 1 06/28/00 00
0411999204 05 08/01/00 0
0411999204 N 07/01/30
0
3560729 E22/G02 F 58,500.00 ZZ
360 58,500.00 2
1001-1003 WEST FAIRVIEW AVENUE 10.000 513.38 90
9.750 513.38 65,000.00
DAYTON OH 45405 1 06/28/00 01
0412000705 05 08/01/00 25
0412000705 N 07/01/30
0
3560734 E22/G02 F 54,800.00 ZZ
360 54,800.00 1
1206 CORRINE 9.875 475.86 80
9.625 475.86 68,500.00
MIDLAND MI 48460 1 06/28/00 00
0412002362 05 08/01/00 0
0412002362 O 07/01/30
0
1
3560739 E22/G02 F 57,750.00 ZZ
360 57,750.00 1
4864 STONY BROOK LANE 9.500 485.59 75
9.250 485.59 77,000.00
ORLANDO FL 32808 5 06/28/00 00
0412005068 05 08/01/00 0
0412005068 N 07/01/30
0
3560740 E22/G02 F 51,000.00 ZZ
360 51,000.00 1
2937 DEVONSHIRE STREET 9.500 428.84 75
9.250 428.84 68,000.00
DELTONA FL 32738 5 06/28/00 00
0412005100 05 08/01/00 0
0412005100 N 07/01/30
0
3560741 E22/G02 F 51,000.00 ZZ
360 51,000.00 1
821 COURTLAND BLVD 9.500 428.84 75
9.250 428.84 68,000.00
DELTONA FL 32738 5 06/28/00 00
0412005530 05 08/01/00 0
0412005530 N 07/01/30
0
3560742 E22/G02 F 55,100.00 ZZ
360 55,100.00 1
3415 CHERRY LANE 9.500 463.31 75
9.250 463.31 73,500.00
ORLANDO FL 32808 5 06/28/00 00
0412006157 05 08/01/00 0
0412006157 N 07/01/30
0
3560753 E22/G02 F 103,000.00 ZZ
360 103,000.00 1
26285 CADES COVE ROAD 9.250 847.36 80
9.000 847.36 129,000.00
AMITE LA 70422 2 06/23/00 00
0412018301 05 08/01/00 0
0412018301 O 07/01/30
0
3560764 E22/G02 F 81,000.00 ZZ
360 81,000.00 1
330 N. CHICAGO STREET 9.875 703.36 90
9.625 703.36 90,000.00
1
NEW BUFFALO MI 49117 1 06/28/00 01
0412028748 05 08/01/00 30
0412028748 O 07/01/30
0
3561684 S48/S48 F 390,000.00 ZZ
360 389,583.34 1
744 - 746 SOUTH DETROIT STREET 9.125 3,173.17 75
8.875 3,173.17 520,000.00
LOS ANGELES CA 90046 5 04/17/00 00
28510501 05 06/01/00 0
28510501 O 05/01/30
0
3561685 S48/S48 F 290,000.00 ZZ
360 289,857.35 1
72770 CALLIANDRA STREET 9.500 2,438.48 72
9.250 2,438.48 406,000.00
PALM DESERT CA 92260 5 05/11/00 00
28530095 05 07/01/00 0
28530095 O 06/01/30
0
3561689 S48/S48 F 577,500.00 ZZ
360 576,958.95 1
4218 ARROWHEAD CIRCLE 9.750 4,961.62 75
9.500 4,961.62 770,000.00
THOUSAND OA CA 91362 1 04/25/00 00
6049091017 03 06/01/00 0
6049091017 O 05/01/30
0
3561690 S48/S48 F 341,250.00 ZZ
360 341,250.00 1
497 VERDUCCI DRIVE 9.125 2,776.53 75
8.875 2,776.53 455,000.00
DALY CITY CA 94015 5 06/13/00 00
6170613720 05 08/01/00 0
6170613720 O 07/01/30
0
3561694 S48/S48 F 410,000.00 ZZ
360 409,776.04 1
25138 CABRILLO HIGHWAY 9.000 3,298.96 66
8.750 3,298.96 625,000.00
CARMEL CA 93923 1 05/18/00 00
6438019421 05 07/01/00 0
6438019421 O 06/01/30
0
1
3561695 S48/S48 F 375,000.00 ZZ
360 374,784.25 1
463 ROYAL PARK DRIVE 8.750 2,950.13 66
8.500 2,950.13 575,000.00
SAN JOSE CA 95136 1 05/04/00 00
6448410172 05 07/01/00 0
6448410172 O 06/01/30
0
3561696 S48/S48 F 435,000.00 ZZ
360 434,318.30 1
111 VASONA OAKS DRIVE 9.750 3,737.33 75
9.500 3,737.33 580,000.00
LOS GATOS CA 95032 1 03/16/00 00
6481182860 03 05/01/00 0
6481182860 O 04/01/30
0
3561701 S48/S48 F 356,000.00 ZZ
360 355,392.50 1
311 DEVON DR 9.750 3,058.59 64
9.500 3,058.59 565,000.00
BURR RIDGE IL 60521 2 05/19/00 00
6679777133 05 07/01/00 0
6679777133 O 06/01/30
0
3561702 S48/S48 F 375,000.00 ZZ
360 374,566.92 1
7 QUINTREE LANE 8.750 2,950.13 71
8.500 2,950.13 530,000.00
MELVILLE NY 11747 1 04/17/00 00
6694516201 05 06/01/00 0
6694516201 O 05/01/30
0
3561705 S48/S48 F 500,000.00 ZZ
360 499,451.71 3
1199TTENNESSEE/2624-2626 3RD 9.000 4,023.12 69
8.750 4,023.12 725,000.00
SAN FRANCIS CA 94107 1 04/24/00 00
6763656128 05 06/01/00 0
6763656128 O 05/01/30
0
3561706 S48/S48 F 474,375.00 ZZ
360 474,375.00 1
1
201N VIA LAS PALMAS 9.500 3,988.81 75
9.250 3,988.81 632,500.00
PALM SPRING CA 92262 1 06/02/00 00
6798684665 05 08/01/00 0
6798684665 O 07/01/30
0
3561710 S48/S48 F 400,000.00 ZZ
360 400,000.00 1
420 ESPLANADE #8 9.750 3,436.62 70
9.500 3,436.62 575,000.00
REDONDO BEACH CA 90277 1 06/07/00 00
6992700945 01 08/01/00 0
6992700945 N 07/01/30
0
3564550 E22/G02 F 65,250.00 ZZ
360 65,250.00 4
2893 POST STREET 9.625 554.62 90
9.375 554.62 72,500.00
JACKSONVILLE FL 32204 1 06/29/00 10
0411976350 05 08/01/00 25
0411976350 N 07/01/30
0
3564564 E22/G02 F 500,000.00 ZZ
360 500,000.00 1
2910 WELLINGTON DRIVE 8.875 3,978.22 72
8.625 3,978.22 695,000.00
SHERMAN TX 75092 1 06/28/00 00
0412000572 05 08/01/00 0
0412000572 O 07/01/30
0
3564598 E22/G02 F 66,600.00 ZZ
360 66,600.00 1
1191 DAWNRIDGE DRIVE 9.500 560.01 90
9.250 560.01 74,000.00
CANYON LAKE TX 78133 1 06/29/00 04
0412029332 03 08/01/00 25
0412029332 N 07/01/30
0
3564602 E22/G02 F 102,500.00 ZZ
360 102,500.00 1
7865 MISSISSIPPI AVENUE, 1403 9.000 824.74 58
8.750 824.74 177,500.00
DENVER CO 80231 1 06/29/00 00
0412031601 06 08/01/00 0
1
0412031601 O 07/01/30
0
3565353 E82/G02 F 96,400.00 ZZ
360 96,400.00 2
168-170 HILLIARD STREET 9.625 819.39 80
9.375 819.39 120,500.00
MANCHESTER CT 06040 1 06/30/00 00
0400290748 05 08/01/00 0
0400290748 N 07/01/30
0
3565358 E82/G02 F 55,800.00 ZZ
360 55,800.00 1
12 JOHN STREET 10.125 494.85 90
9.875 494.85 62,000.00
SOUTHINGTON CT 06489 1 06/29/00 04
0400285607 05 08/01/00 25
0400285607 N 07/01/30
0
3567098 G52/G02 F 152,000.00 ZZ
360 152,000.00 4
2327 STATZ STREET 9.625 1,291.98 80
9.375 1,291.98 190,000.00
NORTH LAS VEGAS NV 89030 5 06/21/00 00
0432124683 05 08/01/00 0
61000107 N 07/01/30
0
3570062 E22/G02 F 58,300.00 ZZ
360 58,300.00 1
7014 SPRING LEAF DRIVE 9.375 484.91 80
9.125 484.91 72,900.00
SAN ANTONIO TX 78249 1 06/07/00 00
0411971385 05 08/01/00 0
0411971385 N 07/01/30
0
3570081 E22/G02 F 360,000.00 ZZ
360 360,000.00 1
3929 TEAL COVE LANE 9.250 2,961.63 80
9.000 2,961.63 450,000.00
THE COLONY TX 75056 5 06/26/00 00
0412000176 03 08/01/00 0
0412000176 O 07/01/30
0
1
3570089 E22/G02 F 94,500.00 ZZ
360 94,500.00 4
414 ALTITUDE AVENUE 10.000 829.31 90
9.750 829.31 105,000.00
SAN ANTONIO TX 78227 1 06/30/00 04
0412006348 05 08/01/00 25
0412006348 N 07/01/30
0
3570092 E22/G02 F 121,000.00 ZZ
360 121,000.00 1
2889 NORTH STREET 8.875 962.73 85
8.625 962.73 142,500.00
POLLOCK PINES CA 95726 5 06/21/00 01
0412007015 05 08/01/00 12
0412007015 O 07/01/30
0
3570098 E22/G02 F 200,000.00 ZZ
360 200,000.00 1
104 LAUREN LANE 9.625 1,699.98 63
9.375 1,699.98 321,500.00
GEORGETOWN TX 78628 5 06/26/00 00
0412010597 03 08/01/00 0
0412010597 O 07/01/30
0
3570110 E22/G02 F 195,000.00 ZZ
360 195,000.00 1
1200 SOUTH WALKER AVENUE 9.500 1,639.67 80
UNIT # 5 9.250 1,639.67 245,000.00
LOS ANGELES CA 90731 1 06/23/00 00
0412016594 01 08/01/00 0
0412016594 N 07/01/30
0
3570126 E22/G02 F 341,500.00 ZZ
360 341,500.00 1
36 DESERT HIGHLANDS DRIVE 8.625 2,656.15 80
8.375 2,656.15 426,897.00
HENDERSON NV 89052 1 06/28/00 00
0412023400 03 08/01/00 0
0412023400 O 07/01/30
0
3572752 637/G02 F 52,000.00 ZZ
360 52,000.00 4
609 COLORADO ROAD 9.750 446.76 80
9.500 446.76 65,000.00
1
DUSON LA 70529 1 06/15/00 00
0432124543 05 08/01/00 0
0017683038 N 07/01/30
0
3575801 E82/G02 F 177,500.00 ZZ
360 177,500.00 1
26 STEWART ROAD WEST 9.125 1,444.20 56
8.875 1,444.20 322,000.00
BRIDGEWATER CT 06752 2 06/30/00 00
0400287025 05 08/01/00 0
0400287025 O 07/01/30
0
3576289 J83/G02 F 157,000.00 ZZ
360 157,000.00 1
12505 CAMBIE PLACE 8.875 1,249.17 84
8.625 1,249.17 187,000.00
RICHMOND VA 23233 1 06/23/00 19
0432133551 05 08/01/00 12
288347 O 07/01/30
0
3581935 G32/G02 F 145,000.00 ZZ
360 145,000.00 1
157 EDGEWATER LANE 9.000 1,166.71 59
8.750 1,166.71 249,919.00
SUGAR GROVE IL 60554 1 06/29/00 00
0432133734 05 08/01/00 0
1006430 O 07/01/30
0
3585482 G51/G02 F 116,000.00 ZZ
360 116,000.00 4
210 W IOWA AVE 9.375 964.83 80
9.125 964.83 145,000.00
FOUNTAIN CO 80817 1 06/29/00 00
0432126837 05 08/01/00 0
557770 N 07/01/30
0
3586977 721/G02 F 520,000.00 ZZ
360 510,256.89 1
7960 GRAVES ROAD 7.375 3,591.51 80
7.125 3,591.51 650,000.00
CINCINNATI OH 45243 5 07/23/98 00
0432131308 05 09/01/98 0
508226 O 08/01/28
0
1
3589516 637/G02 F 100,000.00 ZZ
360 100,000.00 1
2519 TAFT PARK 9.125 813.64 68
8.875 813.64 148,000.00
METARIE LA 70001 5 06/19/00 00
0432127587 05 08/01/00 0
0017683467 O 07/01/30
0
3589710 168/168 F 60,000.00 ZZ
360 60,000.00 1
516 MIDVALE ROAD 9.250 493.61 35
9.000 493.61 172,500.00
VESTAL NY 13850 1 06/30/00 00
0107607076 05 08/01/00 0
0107607076 O 07/01/30
0
TOTAL NUMBER OF LOANS : 1,399
TOTAL ORIGINAL BALANCE : 216,917,824.00
TOTAL PRINCIPAL BALANCE : 216,565,088.34
TOTAL ORIGINAL P+I : 1,794,107.57
TOTAL CURRENT P+I : 1,794,107.57
***************************
* END OF REPORT *
***************************
<PAGE>
Exhibit TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage RateDiscount Fraction PO Balance
1986148 "$94,345.49 " 0.06845 0.144375 "$13,621.13 "
1986100 "$123,455.35 " 0.06845 0.144375 "$17,823.87 "
3586977 "$510,256.89 " 0.07095 0.113125 "$57,722.81 "
1717562 "$733,422.38 " 0.07345 0.081875 "$60,048.96 "
1986145 "$91,000.93 " 0.07345 0.081875 "$7,450.70 "
1986137 "$67,299.14 " 0.0747 0.06625 "$4,458.57 "
1986123 "$139,407.32 " 0.0747 0.06625 "$9,235.74 "
3452679 "$230,081.84 " 0.07595 0.050625 "$11,647.89 "
1986273 "$53,953.81 " 0.07595 0.050625 "$2,731.41 "
3452703 "$246,360.80 " 0.0772 0.035 "$8,622.63 "
3485161 "$306,431.79 " 0.0772 0.035 "$10,725.11 "
3544721 "$325,019.76 " 0.0772 0.035 "$11,375.69 "
1986049 "$51,362.42 " 0.0772 0.035 "$1,797.68 "
1986125 "$217,369.71 " 0.07845 0.019375 "$4,211.54 "
3488186 "$455,709.22 " 0.0797 0.00375 "$1,708.91 "
3517992 "$342,981.15 " 0.0797 0.00375 "$1,286.18 "
1986113 "$97,221.11 " 0.0797 0.00375 $364.58
1985761 "$92,621.23 " 0.0797 0.00375 $347.33
1986142 "$126,574.33 " 0.0797 0.00375 $474.65
<PAGE>
Exhibit THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) the amount of such distribution to the Certificateholders of such Class
applied to reduce the Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if there were
sufficient funds available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans after
giving effect to the distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of Certificates
and each of the Senior Percentage and Subordinate Class Percentage, after giving
effect to the amounts distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses other than pursuant to
an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by Sub-Servicers,
the number and aggregate principal balances of Mortgage Loans that are
Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the number
and aggregate principal balance of Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of any REO
Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
the close of business on such Distribution Date and a description of any change
in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution Date and the
Pass-Through Rate with respect to the Class A-V Certificates and each Subclass,
if any, thereof;
(xiii) the Notional Amount with respect to each class of Interest Only
Certificates and each Subclass Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the related Senior Accelerated Distribution Percentage applicable to such
distribution;
(xvi) the related Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such Distribution Date;
(xviii) the aggregate amount of any recoveries on previously foreclosed loans
from Sellers due to a breach of representation or warranty;
(xix) the weighted average remaining term to maturity of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date;
(xx) the weighted average Mortgage Rates of the Mortgage Loans after giving
effect to the amounts distributed on such Distribution Date; and
(xxi) if any of the Class M Certificates are held by a Depository, a legend
substantially in the form of Exhibit H-3 to the Standard Terms, referencing such
Certificates.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination.
<PAGE>
Exhibit FOUR
===============================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Residential Accredit Loans, Inc.
Mortgage Asset-Backed Pass-Through Certificates
===============================================================================
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
ARTICLE I DEFINITIONS................................................................................2
Section 1.01.Definitions................................................................................2
Section 1.02.Use of Words and Phrases..................................................................30
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................31
Section 2.01.Conveyance of Mortgage Loans..............................................................31
Section 2.02.Acceptance by Trustee.....................................................................37
Section 2.03.Representations, Warranties and Covenants of the Master
Servicer and the Company...............................................................38
Section 2.04. Representations and Warranties of Sellers..............................................40
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................43
Section 3.01. Master Servicer to Act as Servicer.....................................................43
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.................................................44
Section 3.03. Successor Subservicers.................................................................45
Section 3.04. Liability of the Master Servicer.......................................................46
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders......46
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee........................46
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account...........47
Section 3.08. Subservicing Accounts; Servicing Accounts..............................................49
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans..........50
Section 3.10. Permitted Withdrawals from the Custodial Account.......................................51
Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder.................52
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....................53
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain Assignments....................................................................55
Section 3.14. Realization Upon Defaulted Mortgage Loans..............................................57
Section 3.15. Trustee to Cooperate; Release of Mortgage Files........................................60
Section 3.16. Servicing and Other Compensation; Compensating Interest................................61
Section 3.17. Reports to the Trustee and the Company.................................................62
Section 3.18. Annual Statement as to Compliance......................................................63
Section 3.19. Annual Independent Public Accountants' Servicing Report................................63
Section 3.20. Rights of the Company in Respect of the Master Servicer................................64
Section 3.21. Administration of Buydown Funds........................................................64
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................66
Section 4.01. Certificate Account....................................................................66
Section 4.02. Distributions..........................................................................66
Section 4.03. Statements to Certificateholders.......................................................66
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master
Servicer...............................................................................67
Section 4.05. Allocation of Realized Losses..........................................................69
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property..........................69
Section 4.07. Optional Purchase of Defaulted Mortgage Loans..........................................69
Section 4.08. Surety Bond............................................................................69
ARTICLE V THE CERTIFICATES..........................................................................71
Section 5.01. The Certificates.......................................................................71
Section 5.02. Registration of Transfer and Exchange of Certificates..................................73
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates......................................78
Section 5.04. Persons Deemed Owners..................................................................79
Section 5.05. Appointment of Paying Agent............................................................79
Section 5.06. Optional Purchase of Certificates......................................................79
ARTICLE VI THE COMPANY AND THE MASTER SERVICER.......................................................82
Section 6.01. Respective Liabilities of the Company and the Master Servicer..........................82
Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of
Rights and Delegation of Duties by Master Servicer.....................................82
Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others................83
Section 6.04. Company and Master Servicer Not to Resign..............................................84
ARTICLE VII DEFAULT...................................................................................85
Section 7.01. Events of Default......................................................................85
Section 7.02. Trustee or Company to Act; Appointment of Successor....................................87
Section 7.03. Notification to Certificateholders.....................................................88
Section 7.04. Waiver of Events of Default............................................................88
ARTICLE VIII CONCERNING THE TRUSTEE....................................................................89
Section 8.01. Duties of Trustee......................................................................89
Section 8.02. Certain Matters Affecting the Trustee..................................................90
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans..................................92
Section 8.04. Trustee May Own Certificates...........................................................92
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...................92
Section 8.06. Eligibility Requirements for Trustee...................................................93
Section 8.07. Resignation and Removal of the Trustee.................................................93
Section 8.08. Successor Trustee......................................................................94
Section 8.09. Merger or Consolidation of Trustee.....................................................95
Section 8.10. Appointment of Co-Trustee or Separate Trustee..........................................95
Section 8.11. Appointment of Custodians..............................................................96
Section 8.12. Appointment of Office or Agency........................................................96
ARTICLE IX TERMINATION...............................................................................98
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or Liquidation
of All Mortgage Loans..................................................................98
Section 9.02. Additional Termination Requirements...................................................100
Section 9.03. Termination of Multiple REMICs........................................................101
ARTICLE X REMIC PROVISIONS.........................................................................102
Section 10.01.REMIC Administration....................................................................102
Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification........................105
Section 10.03.Designation of REMIC(s).................................................................106
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................107
Section 11.01.Amendment...............................................................................107
Section 11.02.Recordation of Agreement; Counterparts..................................................109
Section 11.03.Limitation on Rights of Certificateholders..............................................110
Section 11.04.Governing Law...........................................................................110
Section 11.05.Notices.................................................................................111
Section 11.06.Required Notices to Rating Agency and Subservicer.......................................111
Section 11.07.Severability of Provisions..............................................................111
Section 11.08.Supplemental Provisions for Resecuritization............................................112
</TABLE>
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H-1: Form of Investor Representation Letter
Exhibit H-2: Form of ERISA Representation Letter
Exhibit H-3: Form of ERISA Legend
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreemen
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
<PAGE>
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 (the "Standard Terms", and as incorporated by reference into
a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL ACCREDIT LOANS, 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 asset-backed 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:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01......DEFINITIONS.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
ACCRETION TERMINATION DATE: As defined in the Series Supplement.
ACCRUAL CERTIFICATES: As defined in the Series Supplement.
ACCRUED CERTIFICATE INTEREST: With respect to each Distribution Date,
as to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if
the Mortgage Pool is comprised of two or more Loan Groups, on
the Mortgage Loans in the related Loan Group (to the extent
not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan)) of Realized Losses on all Mortgage Loans or,
if the Mortgage Pool is comprised of two or more Loan Groups,
on the Mortgage Loans in the related Loan Group (including
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated
solely to one or more specific Classes of Certificates
pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all
Mortgage Loans or, if the Mortgage Pool is comprised of two or
more Loan Groups, on the Mortgage Loans in the related Loan
Group, which remained unreimbursed following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property or (B) made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of
1940, as amended, or similar legislation or regulations as in
effect from time to time,
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<PAGE>
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.
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.
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<PAGE>
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 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
4
<PAGE>
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.
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.
5
<PAGE>
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:
(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;
6
<PAGE>
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.
CLASSA-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.
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
7
<PAGE>
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.
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.
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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
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.
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DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
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, 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.
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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.
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
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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
(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.
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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, (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.
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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.
INTERNATIONAL BORROWER: In connection with any Mortgage Loan, a
borrower who is (a) a United States citizen employed in a foreign country, (b) a
non-permanent resident alien employed in the United States or (c) a citizen of a
country other than the United States with income derived from sources outside
the United States.
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 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.
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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.
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
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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.
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.
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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.
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.
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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;
(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;
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(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.
PLEDGED ASSET MORTGAGE SERVICING AGREEMENT: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
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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 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.
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PROGRAM GUIDE: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's Expanded Criteria Mortgage Program.
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
(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
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(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 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.
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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.
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.
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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.
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.
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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 (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
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(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Senior 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 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.
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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.
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.
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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.
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.
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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,
(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.
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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.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
(b) In connection with such assignment, except as set forth in Section 2.01(c)
and subject to Section 2.01(d) below, the Company does hereby deliver to, and
deposit with, the Trustee, or to and with one or more Custodians, as the duly
appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee, and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with
a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan and language indicating that the Mortgage Loan is a MOM Loan if
the Mortgage Loan is a MOM Loan, with evidence of recording indicated
thereon or a copy of the Mortgage 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
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(v) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Mortgage Loan or a copy of
each modification, assumption agreement or preferred loan agreement
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;
(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.
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(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 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.
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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 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,
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accounts, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now
existing or hereafter acquired consisting of, arising from or relating to any of
the following: (A) the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note and Mortgage, and (iii) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (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
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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.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant to this
Agreement will also constitute the assignment, sale, setting-over, transfer and
conveyance to the Trustee, without recourse (but subject to the Company's
covenants, representations and warranties specifically provided herein), of all
of the Company's obligations and all of the Company's right, title and interest
in, to and under, whether now existing or hereafter acquired as owner of the
Mortgage Loan with respect to all money, securities, security entitlements,
accounts, general intangibles, instruments, documents, certificates of deposit,
commodities contracts, and other investment property and other property of
whatever kind or description consisting of, arising from or related to (i) the
Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner
of such Mortgage Loan under or in connection with the Assigned Contracts,
whether arising under the terms of such Assigned Contracts, by statute, at law
or in equity, or otherwise arising out of any default by the Mortgagor under or
in connection with the Assigned Contracts, including all rights to exercise any
election or option or to make any decision or determination or to give or
receive any notice, consent, approval or waiver thereunder, (iii) all security
interests in and lien of the Company as owner of such Mortgage Loan in the
Pledged Amounts and all money, securities, security entitlements, accounts,
general intangibles, instruments, documents, certificates of deposit,
commodities contracts, and other investment property and other property of
whatever kind or description and all cash and non-cash proceeds of the sale,
exchange, or redemption of, and all stock or conversion rights, rights to
subscribe, liquidation dividends or preferences, stock dividends, rights to
interest, dividends, earnings, income, rents, issues, profits, interest payments
or other distributions of cash or other property that is credited to the
Custodial Account, (iv) all documents, books and records concerning the
foregoing (including all computer programs, tapes, disks and related items
containing any such information) and (v) all insurance proceeds (including
proceeds from the Federal Deposit Insurance Corporation or the Securities
Investor Protection Corporation or any other insurance company) of any of the
foregoing or replacements thereof or substitutions therefor, proceeds of
proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
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SECTION 2.02. ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
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 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
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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
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;
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(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;
(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
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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 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
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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, 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.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. MASTER SERVICER TO ACT AS SERVICER.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the commencement,
prosecution or completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to the related Insurer, the acquisition of
any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to
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service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,
and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in connection with
the offering of pass-through certificates evidencing interests in one or more of
the Certificates providing for the payment by the Master Servicer of amounts
received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which
payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
SECTION 3.02. SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
ENFORCEMENT OF SUBSERVICERS' AND SELLERS' OBLIGATIONS.
(a) The Master Servicer may continue in effect Subservicing Agreements entered
into by Residential Funding and Subservicers prior to the execution and delivery
of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any 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
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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 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.
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SECTION 3.04. LIABILITY OF THE MASTER SERVICER.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05. NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND
TRUSTEE OR CERTIFICATEHOLDERS.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
SECTION 3.06. ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE.
(a) If the Master Servicer shall for any reason no longer be the master servicer
(including by reason of an Event of Default), the Trustee, its designee or its
successor shall thereupon assume all of the rights and obligations of the Master
Servicer under each Subservicing Agreement that may have been entered into. The
Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to have
replaced the Master Servicer as a party to the Subservicing Agreement to the
same extent as if the Subservicing 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.
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SECTION 3.07. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS;
DEPOSITS TO CUSTODIAL ACCOUNT.
(a) The Master Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection with
the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due
on a Mortgage Loan in accordance with the Program Guide; PROVIDED, HOWEVER, that
the Master Servicer shall first determine that any such waiver or extension will
not impair the coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. In the event of any such
arrangement, the Master Servicer shall make timely advances on the related
Mortgage Loan during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements unless otherwise agreed to by the Holders of the CLASSES OF
CERTIFICATES AFFECTED THEREBY; PROVIDED, HOWEVER, that no such extension shall
be made if any such advance would be a Nonrecoverable Advance. Consistent with
the terms of this Agreement, the Master Servicer may also waive, modify or vary
any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that might
result absent such action); PROVIDED, HOWEVER, that the Master Servicer may not
modify materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the Mortgage
Rate, forgive the payment of any principal or interest (unless in connection
with the liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the
terms of the Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in DEFAULT OR, IN THE JUDGMENT OF THE MASTER
SERVICER, SUCH DEFAULT IS REASONABLY FORESEEABLE; AND PROVIDED, further, that no
such modification shall reduce the interest rate on a Mortgage Loan below the
sum of the Pool Strip Rate and the sum of the rates at which the Servicing Fee
and the Subservicing Fee with respect to such Mortgage Loan accrues. In
connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the
extent not inconsistent with the terms of the Mortgage Note and local law and
practice, may permit the Mortgage Loan to be reamortized such that the Monthly
Payment is recalculated as an amount that will fully amortize the remaining
Stated Principal Balance thereof by the original Maturity Date based on the
original Mortgage Rate; 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):
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(i) All payments on account of principal, including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on
the Mortgage Loans, including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related expenses
of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02,
2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21;
(vi) All amounts transferred from the Certificate Account to the Custodial
Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received by the Master
Servicer in respect of any Additional Collateral; and
(viii) Any amounts received by the Master Servicer in respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required 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
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(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized without any right
of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company of any
change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
SECTION 3.08. SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Master Servicer shall cause the Subservicer,
pursuant to the Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall be an Eligible Account or, if such account is
not an Eligible Account, shall generally satisfy the requirements of the Program
Guide and be otherwise acceptable to the Master Servicer and each Rating Agency.
The Subservicer will be required thereby to deposit into the Subservicing
Account on a daily basis all proceeds of Mortgage Loans received by the
Subservicer, less its Subservicing Fees and unreimbursed advances and expenses,
to the extent permitted by the Subservicing Agreement. If the Subservicing
Account is not an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The Subservicer
shall not be required to deposit in the Subservicing Account payments or
collections in the nature of prepayment charges or late charges or assumption
fees. On or before the date specified in the 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.
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(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master
Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding
subsection that are not timely paid by the Mortgagors or advanced by the
Subservicers on the date 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
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such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
SECTION 3.10. PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed
advances or expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11,
3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of
this Agreement, such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of
a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances pursuant
to Section 4.04 and (B) recoveries of amounts in respect of which such
advances were made in the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the Subservicing Fee,
if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on
the amount specified in the amortization schedule of 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;
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(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 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
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Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the related 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
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amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related 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,
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as the case may be, meeting the requirements, if any, of the Program Guide and
acceptable to the Company. Coverage of the Master Servicer under a policy or
bond obtained by an Affiliate of the Master Servicer and providing the coverage
required by this Section 3.12(b) shall satisfy the requirements of this Section
3.12(b).
SECTION 3.13. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
MODIFICATION AGREEMENTS; CERTAIN ASSIGNMENTS.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under this
Section 3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably likely that any
Mortgagor will bring, or if any Mortgagor does bring, legal action to
declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the 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
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Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any 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.
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SECTION 3.14. REALIZATION UPON DEFAULTED MORTGAGE LOANS.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use
its best reasonable efforts to realize upon any Additional Collateral for such
of the Additional Collateral Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07; provided that the Master Servicer shall not,
on behalf of the 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.
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For so long as the Master Servicer is the Master Servicer
under the Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided further that (i) the Master
Servicer shall not proceed with respect to such Pledged Assets in any manner
that would impair the ability to recover against the related Mortgaged Property,
and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner
that preserves the ability to apply the proceeds of such Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Pledged Assets)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any other payment received by the Master Servicer in respect of
such Pledged Assets shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may
pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit 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
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other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO
Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) If the Trust Fund acquires any REO Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the Master
Servicer on behalf of the Trust Fund shall dispose of such REO Property within
three full years after the taxable year of its acquisition by the Trust Fund for
purposes of Section 860G(a)(8) of the Code (or such shorter period as may be
necessary under applicable state (including any state in which such property is
located) law to maintain the status of any portion of any REMIC formed under the
Series Supplement as a REMIC under applicable state law and avoid taxes
resulting from such property failing to be foreclosure property under applicable
state law) or, at the expense of the Trust Fund, request, more than 60 days
before the day on which such grace period would otherwise expire, an extension
of such grace period unless the Master Servicer (subject to Section 10.01(f))
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Master Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any
REMIC formed under the Series Supplement to fail to qualify as a REMIC (for
federal (or any applicable State or local) income tax purposes) at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial 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.
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(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the
Master Servicer and the Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors
is not a United States Person, in connection with any foreclosure or acquisition
of a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Master Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on such Mortgage Loan.
SECTION 3.15. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit F, or, in the case
of the Custodian, an electronic request in a form acceptable to the Custodian,
requesting 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.
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(b) From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy
to the Trustee, a certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit F hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and
deliver to the Master Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
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
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reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
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.
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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.
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.
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SECTION 3.20. RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 3.21. ADMINISTRATION OF BUYDOWN FUNDS
(a) With respect to any Buydown Mortgage Loan, the Subservicer has deposited
Buydown Funds in an account that satisfies the requirements for a Subservicing
Account (the "Buydown Account"). The Master Servicer shall cause the
Subservicing Agreement to require that upon receipt from the Mortgagor of the
amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer will
withdraw from the Buydown Account the predetermined amount that, when added to
the amount due on such date from the Mortgagor, equals the full Monthly Payment
and transmit that amount in accordance with the terms of the Subservicing
Agreement to the Master Servicer together with the related payment made by the
Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. CERTIFICATE ACCOUNT.
(a) The Master Servicer on behalf of the Trustee shall establish and maintain a
Certificate Account in which the Master Servicer shall cause to be deposited on
behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate
Account Deposit Date by wire transfer of immediately available funds an amount
equal to the sum of (i) any Advance for the immediately succeeding Distribution
Date, (ii) any amount required to be deposited in the Certificate Account
pursuant to Section 3.12(a), (iii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount
required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer, invest or
cause the institution maintaining the Certificate Account to invest the funds in
the Certificate Account in Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders, which shall mature or be
payable on demand not later than the Business Day next preceding the
Distribution Date next following the date of such investment (except that (i)
any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
SECTION 4.02. DISTRIBUTIONS.
As provided in Section 4.02 of the Series Supplement.
SECTION 4.03. STATEMENTS TO CERTIFICATEHOLDERS.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth information as to each Class of Certificates, the
Mortgage Pool and, if the Mortgage Pool is comprised of two or more 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.
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(b) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Certificate, other than a Class R Certificate, a
statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
REPORTING REQUIREMENTS UNDER RULE 144A.
SECTION 4.04. DISTRIBUTION OF REPORTS TO THE TRUSTEE AND
THE COMPANY; ADVANCES BY THE MASTER SERVICER.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement to the
Trustee, any 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
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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.
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SECTION 4.05. ALLOCATION OF REALIZED LOSSES.
As provided in Section 4.05 of the Series
Supplement.
SECTION 4.06. REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
SECTION 4.07. OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
If, however, the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
SECTION 4.08. SURETY BOND.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond with
respect to any Additional Collateral Loan, the Master Servicer shall so notify
the Trustee as soon as reasonably practicable and the Trustee shall promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety. The
Master Servicer shall upon request assist the Trustee in completing such notice
and shall provide any information requested by the Trustee in connection
therewith.
(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.
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(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.
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ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Senior, Class M, Class B and Class R Certificates shall be substantially
in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of the Company
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates shall be issuable in the minimum denominations
designated in the Preliminary Statement to the Series Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Holders of the Book-Entry Certificates shall hold their respective
Ownership Interests in and to each of such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to Definitive Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
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
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Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) From time to time Residential Funding, as the initial Holder of the Class
A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar 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.
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SECTION 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any office
or agency of the Trustee maintained for such purpose pursuant to Section 8.12
and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class (or Subclass) and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer (except that, if such
transfer is made by the Company or the Master Servicer or any Affiliate thereof,
the Company or the Master Servicer shall 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
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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 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
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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
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.
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(B) In connection with any proposed Transfer of any Ownership Interest in a
Class R Certificate, the Trustee shall require delivery to it, and shall
not register the Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in
the form attached hereto as Exhibit G-1) from the proposed Transferee, in
form and substance satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted Transferee, that it
is not acquiring its Ownership Interest in the Class R Certificate that is
the subject of the proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long as it retains
its Ownership Interest in a Class R Certificate, it will endeavor to remain
a Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate, in
the form attached hereto as Exhibit G-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment or collection
of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if
a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest in a Class
R Certificate and (y) not to transfer its Ownership Interest
unless it provides a certificate to the Trustee in the form
attached hereto as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in
such Certificate, agrees to give the Trustee written notice
that it is a "pass-through interest holder" within the meaning
of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in
a Class R Certificate on behalf of, a "pass-through interest
holder."
(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.
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(iii)(A) If any Disqualified Organization shall become a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of
such Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder under
the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of
the Holder of such Class R Certificate as described in clause (iii)(A)
above shall be invalid, illegal or unenforceable, then the Master
Servicer shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee
shall promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of the
Master Servicer. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Master Servicer or its
Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions
of any sale under this clause (iii)(B) shall be determined in the sole
discretion of the Master Servicer, and the Master Servicer shall not
be liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make available, upon
written request from the Trustee, all information necessary to compute any
tax 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.
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(v) The provisions of this Section 5.02(f) set forth prior to this clause
(v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause
such Rating Agency to downgrade its then-current ratings, if any, of any
Class of the Senior, Class M or Class B Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), an Officers' Certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of such provisions
will not cause any portion of any REMIC formed under the Series Supplement
to cease to qualify as a REMIC and will not cause (x) any portion of any
REMIC formed under the Series Supplement to be subject to an entity-level
tax caused by the Transfer of any Class R Certificate to a Person that is a
Disqualified Organization or (y) a Certificateholder or another Person to
be subject to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates
of any Class, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by
the Certificate Registrar.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any 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
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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.
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
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letter to Certificateholders (with a copy to the Certificate Registrar and each
Rating Agency) mailed not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of such final distribution,
specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased pursuant
to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such
Holders an amount equal to the outstanding Certificate Principal Balance thereof
plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest with
respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase pursuant to this Section 5.06 is to be
made, the Trustee shall on such date cause all funds in the Certificate Account
deposited therein by the Master Servicer or the Company, as applicable, pursuant
to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the purchase
price therefor. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of 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
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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
SECTION 6.01. RESPECTIVE LIABILITIES OF THE COMPANY AND THE MASTER SERVICER.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
SECTION 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER; ASSIGNMENT OF RIGHTS AND DELEGATION OF DUTIES BY MASTER SERVICER.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
PROVIDED, HOWEVER, that the successor 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
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assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
SECTION 6.03. LIMITATION ON LIABILITY OF THE COMPANY,
THE MASTER SERVICER AND OTHERS.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for ERRORS IN JUDGMENT; PROVIDED, HOWEVER, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is 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.
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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 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
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(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 records to reflect the
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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.
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiver of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of any portion of any REMIC formed under the Series Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(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;
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(ii) The Trustee shall not be personally liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other
than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability
is not reasonably assured to it.
(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;
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(ii) The Trustee may consult with counsel and any Opinion of Counsel shall
be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and
in accordance with such Opinion of Counsel;
(iii)The Trustee shall be under no obligation to exercise any of the trusts or
powers vested in it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of
this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing or waiver of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating NOT LESS THAN 50%; PROVIDED, HOWEVER, that if the
payment within a reasonable time to the Trustee of the -------- -------
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Master Servicer, if
an Event of Default shall have occurred and is continuing, and otherwise by
the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii)To the extent authorized under the Code and the regulations promulgated
thereunder, each Holder of a Class R Certificate hereby irrevocably
appoints and authorizes the Trustee to be its attorney-in-fact for purposes
of signing any Tax Returns required to be filed on behalf of the Trust
Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or on behalf
of the Master Servicer that the Trustee is required to sign as determined
by the Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
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(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 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
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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 trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held
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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 Section 11.05 of the
Series Supplement where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
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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 any REMIC formed under the Series
Supplement as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
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(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 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
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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
(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
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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.
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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 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.
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(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 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
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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.
(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.
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(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 Class A-V REMIC Regular Interest, if any) and
the rights to the Interest Only Certificates and Uncertificated Class A-V REMIC
Regular Interest 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.
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.
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(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.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from time to time
by the Company, the Master Servicer and the Trustee, without the consent of any
of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be
inconsistent with any other provisions herein or therein or to correct
any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of the
Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust
Fund, provided that the Trustee has received an Opinion of Counsel to
the effect that (A) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition
of any such tax and (B) such action will not adversely affect in any
material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the
Custodial Account is maintained, provided that (A) the Certificate
Account Deposit Date shall in no event be later than the related
Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any
other provision hereof restricting transfer of the Class R Certificates, by
virtue of their being the "residual interests" in a REMIC, provided that
(A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, 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
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Counsel, adversely affect in any material respect the interests of any
Certificateholder or
(vii) to amend any provision herein or therein that is not
material to any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from time to
time by the Company, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; PROVIDED,
HOWEVER, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of
such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause any REMIC created under the Series Supplement to
fail to qualify as a REMIC at any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall furnish
written notification of the substance of such amendment to the Custodian and
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(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
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owned by the Company, and (iii) amounts transferred by the Trust Fund to any
such reserve fund shall be treated as amounts distributed by the Trust Fund to
the Company or any successor, all within the meaning of Treasury Regulations
Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection with the
provision of any such instrument or fund, this Agreement and any provision
hereof may be modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or consented to by the Company but without the consent of any Certificateholder
and without the consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Senior Certificateholders, the
Class M Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Company obtains (subject to Section 10.01(f)) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit K (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit L, 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.
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SECTION 11.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
of any Class evidencing in the aggregate not less than 25% of the related
Percentage Interests of such Class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
SECTION 11.04. GOVERNING LAW.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
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SECTION 11.05. NOTICES.
As provided in Section 11.05 of the Series Supplement.
SECTION 11.06. REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section
3.12 or the cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer
to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
PROVIDED, HOWEVER, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 11.07. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
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in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08. SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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EXHIBIT A
FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND
[INTEREST ONLY/CLASS A-V] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS [ ]%
AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$[ ] PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
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<TABLE>
<S> <C>
CERTIFICATE NO. [ %][Variable] Pass-Through Rate [based on a
Notional Amount]
CLASS A- Senior
DATE OF POOLING AND SERVICING [PERCENTAGE INTEREST: %]
Agreement and Cut-off Date:
___________ 1, ____ Aggregate Initial [Certificate Principal Balance]
[[Interest Only/Class A-V] Notional Amount] [Subclass
FIRST DISTRIBUTION DATE: NOTIONAL AMOUNT] OF THE CLASS A- Certificates:
_________ 25, ____
[Initial] [Certificate Principal
Master Servicer: Balance] [Interest Only/Class A-V] [Subclass]
Residential Funding Notional Amount] of this Certificate:
CORPORATION $ ]
Assumed Final CUSIP 76110F-
Distribution Date:
___________ 25, ____
</TABLE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES ____-___
evidencing a percentage interest in the distributions
allocable to the Class A- Certificates with respect to a Trust
Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed
and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
THIS CERTIFIES THAT _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate [(obtained by dividing the
[Initial Certificate Principal Balance] [Initial [Interest Only/Class A-V]
Notional Amount] of this Certificate by the AGGREGATE [INITIAL CERTIFICATE
PRINCIPAL BALANCE OF ALL CLASS A- Certificates] [Initial [Interest Only/Class
A-V] Notional Amounts of all [Interest Only/Class A-V] Certificates], both as
specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Accredit Loans, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
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Master Servicer and __________________, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of CLASS A-
Certificates on such Distribution Date. [The [Interest Only/Class A-V] Notional
Amount of the [Interest Only/Class A-V] Certificates as of any date of
determination is equal to the aggregate Stated Principal Balance of the Mortgage
Loans corresponding to the Uncertificated REMIC Regular Interests represented by
such [INTEREST ONLY/CLASS A-V] CERTIFICATES.] [THE SUBCLASS NOTIONAL AMOUNT OF
THE [INTEREST ONLY/CLASS A-V]- Certificates as of any date of determination is
equal to the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
[Interest Only/Class A-V]- CERTIFICATES IMMEDIATELY PRIOR TO SUCH DATE.] [THE
[INTEREST ONLY/CLASS A-V][- ] Certificates have no Certificate Principal
Balance.]
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The [Initial Certificate Principal Balance] [Initial [Interest Only/Class
A-V] Notional Amount] [initial Subclass Notional Amount] of this Certificate is
set forth above.] [The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized Losses
allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
115
<PAGE>
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
116
<PAGE>
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
117
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: [_________________________],
as Trustee
BY:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A- Certificates referred to in the
within-mentioned Agreement.
[---------------------------],
as Certificate Registrar
BY:
Authorized Signatory
118
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________(Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like DENOMINATION AND CLASS, TO THE ABOVE NAMED ASSIGNEE AND
DELIVER SUCH CERTIFICATE TO THE FOLLOWING ADDRESS:
_________________________________________________________________________
_________________________________________________________________________
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of
____________________________ account number _______________, or, if mailed by
check, to __________________________. Applicable statements should be mailed to
________________________________.
This information is provided by _____________________ , the assignee named
above, or _______________, as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [_____]% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000]
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE
AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION
LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY
OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF
ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY
CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT
<PAGE>
(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED
BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE
(B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE
(OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN
INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR
HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN
THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR
(II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER
THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE.
THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY
PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
<PAGE>
<TABLE>
<S> <C>
CERTIFICATE NO. [ ]% Pass-Through Rate
CLASS M- Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class M Certificates:
Agreement and Cut-off Date: $
___________ 1, ____
Initial Certificate Principal
First Distribution Date: Balance of this Certificate:
_________ 25, ____ $
Master Servicer: CUSIP: 76110F-
Residential Funding Corporation
Assumed Final Distribution Date:
___________ 25, ____
</TABLE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES ____-___
EVIDENCING A PERCENTAGE INTEREST IN ANY DISTRIBUTIONS ALLOCABLE TO THE
CLASS M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one-to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT
LOANS, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
THIS CERTIFIES THAT ________________is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance OF THIS CERTIFICATE BY THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF ALL CLASS M- Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Accredit Loans,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
<PAGE>
the Company, the Master Servicer and __________________, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of CLASS M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Class M Certificate
will be made unless (i) the Trustee has received either an opinion of counsel or
a representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
<PAGE>
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
<PAGE>
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: [____________________________],
as Trustee
BY:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M- Certificates referred to in the
within-mentioned Agreement.
[-------------------------],
as Certificate Registrar
BY:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Asset-Backed Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
DATED:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of
____________________________ account number _______________, or, if mailed by
check, to __________________________. Applicable statements should be mailed to
________________________________.
This information is provided by _____________________ , the assignee named
above, or _______________, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 100% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ]
OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
CERTIFICATE NO. [ ]% Pass-Through Rate
CLASS B- Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class B-
Agreement and Cut-off Date: Certificates as of
___________ 1, ____ the Cut-off Date:
$
First Distribution Date:
_________ 25, ____ Initial Certificate Principal
Balance of this Certificate:
Master Servicer: $
Residential Funding Corporation
Assumed Final Distribution Date:
___________ 25, ____
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES ____-___
EVIDENCING A PERCENTAGE INTEREST IN ANY DISTRIBUTIONS ALLOCABLE TO THE
CLASS B- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT LOANS,
INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that Residential Accredit Loans, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this CERTIFICATE BY
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF ALL CLASS B- Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one-to four-family fixed interest
rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Accredit Loans, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and __________________,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
<PAGE>
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
<PAGE>
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
<PAGE>
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: [_____________________________],
as Trustee
BY:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M- Certificates referred to in the
within-mentioned Agreement.
[---------------------------],
as Certificate Registrar
BY:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Asset-Backed Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
DATED:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of
____________________________ account number _______________, or, if mailed by
check, to __________________________. Applicable statements should be mailed to
________________________________.
This information is provided by _____________________ , the assignee named
above, or _______________, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
<PAGE>
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
CERTIFICATE NO. [ ]% Pass-Through Rate
Class R Senior Aggregate Initial Certificate
Principal Balance of the
Date of Pooling and Servicing Class R Certificates:
Agreement and Cut-off Date: $100.00
___________ 1, ____
Initial Certificate Principal
First Distribution Date: Balance of this Certificate:
_________ 25, ____ $
Master Servicer: Percentage Interest:
RESIDENTIAL FUNDING CORPORATION %
Assumed Final Distribution Date: CUSIP 76110F-
___________ 25, ____
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES ____-___
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT
LOANS, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
<PAGE>
THIS CERTIFIES THAT _____________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Accredit Loans, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and __________________,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
<PAGE>
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
<PAGE>
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: [____________________________],
as Trustee
BY:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
[----------------------------],
as Certificate Registrar
BY:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ___________________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Asset-Backed Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
DATED:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of
____________________________ account number _______________, or, if mailed by
check, to __________________________. Applicable statements should be mailed to
________________________________.
This information is provided by _____________________ , the assignee named
above, or _______________, as its agent.
<PAGE>
EXHIBIT E
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or otherwise
modified from time to time, THIS "CONTRACT") IS MADE THIS ____ DAY OF _____,
19___ , by and between Residential Funding Corporation, its successors and
assigns ("Residential Funding") and ______________________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. INCORPORATION OF GUIDES BY REFERENCE.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; PROVIDED,
HOWEVER, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. AMENDMENTS.
This Contract may not be amended or modified orally, and no provision
of this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. REPRESENTATIONS AND WARRANTIES.
A. RECIPROCAL REPRESENTATIONS AND WARRANTIES.
The Seller/Servicer and Residential Funding each represents
and warrants to the other that as of the date of this Contract:
<PAGE>
(1) Each party is duly organized, validly existing, and
in good standing under the laws of its jurisdiction
of organization, is qualified, if necessary, to do
business and in good standing in each jurisdiction in
which it is required to be so qualified, and has the
requisite power and authority to enter into this
Contract and all other agreements which are
contemplated by this Contract and to carry out its
obligations hereunder and under the Guides and under
such other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable
in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is known
to either party, that could affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation
under this Contract is concerned, neither party is in
violation of any charter, articles of incorporation,
bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution of,
and performance pursuant to, this Contract will not
result in a violation of any of the foregoing.
B. SELLER/SERVICER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
In addition to the representations, warranties and covenants
made by the Seller/Servicer pursuant to subparagraph (a) of
this paragraph 3, the Seller/Servicer makes the
representations, warranties and covenants set forth in the
Guides and, upon request, agrees to deliver to Residential
Funding the certified Resolution of Board of Directors which
authorizes the execution and delivery of this Contract.
4. REMEDIES OF RESIDENTIAL FUNDING.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. PRIOR AGREEMENTS SUPERSEDED.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
<PAGE>
7. ASSIGNMENT.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. NOTICES.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
-----------------------------------------------------------------
-----------------------------------------------------------------
Attention:
-----------------------------------------------------------------
TELEFACSIMILE NUMBER: ( ) -
------ ------
-----------------------------------------------------------------
9. JURISDICTION AND VENUE.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. MISCELLANEOUS.
<PAGE>
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance with, applicable federal laws and the laws of the State of Minnesota.
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[CORPORATE SEAL]
(NAME OF SELLER/SERVICER)
BY: By:
(SIGNATURE) (SIGNATURE)
BY: By:
(TYPED NAME) (TYPED NAME)
TITLE: Title:
=============================================== ================================
ATTEST: RESIDENTIAL FUNDING CORPORATION
[CORPORATE SEAL]
BY: By:
(SIGNATURE) (SIGNATURE)
BY: By:
(TYPED NAME) (TYPED NAME)
TITLE: Title:
<PAGE>
EXHIBIT F
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
________________________________
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
NAME:
TITLE:
DATE:
<PAGE>
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner
of the Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R
(the "Owner")), a [savings institution] [CORPORATION] DULY ORGANIZED AND
EXISTING UNDER THE LAWS OF [THE STATE OF______________ ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing large partnership as of [date of transfer] within the meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code, (ii) will endeavor to remain other than a disqualified organization
for so long as it retains its ownership interest in the Class R Certificates,
and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means an electing large partnership under
Section 775 of the Code, the United States, any state or political subdivision
thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental entity) or any foreign
government, international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of
Class R Certificates to disqualified organizations or electing large
partnerships, under the Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R Certificates if either the pass-through entity is an electing large
partnership under Section 775 of the if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer of
any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.02(f) of the Pooling and
Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
9. THE OWNER'S TAXPAYER IDENTIFICATION NUMBER IS _____________________.
10. This affidavit and agreement relates only to the Class R Certificates held
by the Owner and not to any other holder of the Class R Certificates. The Owner
understands that the liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection
of any tax.
12. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
13. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class
R Certificates remain outstanding.
14. The Purchaser is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto ATTACHED, ATTESTED
BY ITS [ASSISTANT] SECRETARY, THIS ____ DAY OF ________, 199___ .
[NAME OF OWNER]
BY:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
SUBSCRIBED AND SWORN BEFORE ME THIS_____DAY OF _____, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
MY COMMISSION EXPIRES THE DAY OF , 19 .
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Attention: Residential Funding Corporation Series ____-___
Re: Mortgage Asset-Backed Pass-Through Certificates,
SERIES ____-___, CLASS R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________________ (the "Seller") to _____________________________ (THE
"PURCHASER") OF $_________________ Initial Certificate Principal Balance of
Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among
Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and __________________, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
15. No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or collection of
any tax.
16. The Seller understands that the Purchaser has delivered to the Trustee and
the Master Servicer a transfer affidavit and agreement in the form attached to
the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or
believe that any representation contained therein is false.
17. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
<PAGE>
18. The Seller has no actual knowledge that the proposed Transferee is not both
a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
==================
------------------
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series ____-___
RE: Mortgage Asset-Backed Pass-Through Certificates,
SERIES ____-___, [CLASS B-]
Ladies and Gentlemen:
_______________________(the "Purchaser") intends to purchase from
____________________________(THE "SELLER") $_______________________ Initial
CERTIFICATE PRINCIPAL BALANCE OF MORTGAGE ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES ____-___, CLASS (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and __________________, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have not
been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register
or qualify the Certificates, (c) the Certificates may be
resold only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
<PAGE>
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale
in connection with any distribution thereof in any manner that
would violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an opportunity
to review (a) [a copy of the Private PLACEMENT MEMORANDUM, DATED
_______________, 19___, relating to the Certificates (b)] a copy
of the Pooling and Servicing Agreement and [b] [c] such other
information concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser from the
Company or the Seller and is relevant to the Purchaser's decision
to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the Seller to
the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the
initial distribution of the Certificates and was provided with a
copy of the Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of the
Certificates by the Company, the Purchaser acknowledges that such
Memorandum was provided to it by the Seller, that the Memorandum
was prepared by the Company solely for use in connection with the
Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to
any damage, liability, claim or expense arising out of, resulting
from or in connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will
it authorize any person to (a) offer, pledge, sell, dispose of or
otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of (a)
through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
<PAGE>
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (a
"Plan"), or any other person (including an investment manager,
a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction
Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either 6(a) or (b)
above.
Very truly yours,
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT H-2
FORM OF ERISA REPRESENTATION LETTER
, 199
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Attention: Residential Funding Corporation Series ____-___
RE: MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
____-___, CLASS M-
Ladies and Gentlemen:
_____________________ (the "Purchaser") intends to purchase from
________________________ (THE "SELLER") $________________ Initial Certificate
PRINCIPAL BALANCE OF MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
____-___, CLASS M- (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
___________ 1, ____, among Residential Accredit Loans, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and __________________, as (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Internal Revenue Code of 1986, as
amended (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan
within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
<PAGE>
(b) The Purchaser is an insurance company, the source of funds to
be used by it to purchase the Certificates is an "insurance
company general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), ), and the
conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied.
In addition, the Purchaser hereby certifies,
represents and warrants to, and covenants with, the Company,
the Trustee and the Master Servicer that the Purchaser will
not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either
(a) or (b) above.
Very truly yours,
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT H-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry Class M Certificate (or any
interest therein) shall be deemed to have represented, by virtue of its
acquisition or holding of such Certificate (or interest therein), that either:
(a) it is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (a "Plan"), or any other
person (including an investment manager, a named fiduciary or a trustee
of any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan; or
(b) (i) the transferee is an insurance company, (ii) the
source of funds to be used by it to purchase the Certificate is an
"insurance company general account" (within the meaning of Department
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied.
Any purported beneficial owner of a book-entry Class M Certificate (or
interest therein) to whom either (a) or (b) above does not apply shall indemnify
and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of its
acquisition or holding of such Certificate.
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series ____-___
Re: Mortgage Asset-Backed Pass-Through Certificates,
SERIES ____-___, [CLASS B-]
Ladies and Gentlemen:
IN CONNECTION WITH THE SALE BY (THE "SELLER") TO (the
"PURCHASER") OF $ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through CERTIFICATES, SERIES ____-___, CLASS (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and __________________, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller, the
Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of ___________ 1, ____ among Residential
Funding Corporation as Master Servicer, Residential Accredit Loans, Inc. as
depositor pursuant to Section 5.02 of the Agreement and __________________, as
trustee, as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
<PAGE>
(c) The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee or
the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is defined in
Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance on Rule 144A.
The Buyer is acquiring the Rule 144A Securities for its own account or the
accounts of other qualified institutional buyers, understands that such
Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III
of PTCE 95-60.]
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of
which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
BY: By:
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
NO. No:
DATE: Date:
<PAGE>
ANNEX 1 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or INVESTED ON A
DISCRETIONARY BASIS $__________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3) of the
Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the State or
territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited
net worth of at least $25,000,000 AS DEMONSTRATED IN ITS
LATEST ANNUAL FINANCIAL STATEMENTS, A COPY OF WHICH IS
ATTACHED HERETO.
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a State or Federal authority having
supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose
primary and predominant business activity iS the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or
territory or the District of Columbia.
<PAGE>
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for
the benefit of its employees.
___ ERISA PLAN. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security
Act of 1974.
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered under the
Investment Advisers Act oF 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of
1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank
or trust company and whose participants are exclusively (a)
plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or
its political subdivisions, for the benefit of its employees,
or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is
not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. THE TERM "SECURITIES" AS USED HEREIN DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in
the preceding paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands
that the seller to it and other parties related to the Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Buyer may be in reliance on Rule 144A.
<PAGE>
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for the account of
a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice is
given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
BY:
Name:
Title:
DATE:
<PAGE>
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
___ THE BUYER OWNED $ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
___ The Buyer is part of a Family of Investment Companies which
owned in the aggregate $ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
10. THE TERM "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
11. THE TERM "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
12. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
<PAGE>
13. The undersigned will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
BY:
NAME:
TITLE:
IF AN ADVISER:
Print Name of Buyer
DATE:
<PAGE>
EXHIBIT K
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
SECTION 12.01. SUBORDINATE CERTIFICATE LOSS COVERAGE; LIMITED
GUARANTY. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Sub-Servicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Sub-Servicer Advances previously made, (which will not be
Advances or Sub-Servicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such AMOUNT WERE TO BE DISTRIBUTED PURSUANT TO SECTION 4.02(A);
PROVIDED, HOWEVER, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X)
<PAGE>
minus the sum of (i) all previous payments made under
subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection (d) and (Y) the
then outstanding Certificate Principal Balances of the Class B Certificates, or
such lower amount as may be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
<PAGE>
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a legal, valid and
binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall reasonably request. Neither the Company, the
Master Servicer nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
SECTION 12.02. AMENDMENTS RELATING TO THE LIMITED GUARANTY.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supercession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supercession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
<PAGE>
EXHIBIT L
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL ACCREDIT LOANS, INC.
Mortgage Asset-Backed Pass-Through Certificates
Series ____-___
, 199
==================
------------------
Attention: Residential Funding Corporation Series ____-___
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 12.01 of the Pooling and
Servicing Agreement dated as of ___________ 1, ____ (the "Servicing Agreement"),
among Residential Accredit Loans, Inc. (the "Company"), RESIDENTIAL FUNDING AND
__________________ (THE "TRUSTEE") AS AMENDED BY AMENDMENT NO. thereto, dated as
OF , with respect to the Mortgage Asset-Backed Pass-Through Certificates, Series
____-___ (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
14. PROVISION OF FUNDS. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in accordance with Section
12.01 of the Servicing Agreement.
<PAGE>
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
15. WAIVER. GMAC hereby waives any failure or delay on the part of Residential
Funding, the Trustee or any other person in asserting or enforcing any rights or
in making any claims or demands hereunder. Any defective or partial exercise of
any such rights shall not preclude any other or further exercise of that or any
other such right. GMAC further waives demand, presentment, notice of default,
protest, notice of acceptance and any other notices with respect to this Limited
Guaranty, including, without limitation, those of action or nonaction on the
part of Residential Funding or the Trustee.
16. MODIFICATION, AMENDMENT AND TERMINATION. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
17. SUCCESSOR. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
18. GOVERNING LAW. This Limited Guaranty shall be governed by the laws of the
State of New York.
19. AUTHORIZATION AND RELIANCE. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
20. DEFINITIONS. Capitalized terms used but not otherwise defined herein shall
have the meaning given them in the Servicing Agreement.
21. COUNTERPARTS. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
NAME:
TITLE:
Acknowledged by:
------------------,
as Trustee
BY:
NAME:
TITLE:
RESIDENTIAL ACCREDIT LOANS, INC.
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
==================
------------------
Attention: Residential Funding Corporation Series ____-___
RE: MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
____-___ ASSIGNMENT OF MORTGAGE LOAN
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_______________________ (THE "TRUSTEE") TO ________________________________-
(the "LENDER") OF (the "Mortgage Loan") pursuant to Section 3.13(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer, and the
Trustee. All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Lender hereby certifies,
represents and warrants to, and covenants with, the Master Servicer and the
Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT N
FORM OF REQUEST FOR EXCHANGE
[DATE]
==================
------------------
Re: Residential Accredit Loans, Inc.,
Mortgage Asset-Backed Pass-Through Certificates,
SERIES ____-___
RESIDENTIAL FUNDING CORPORATION, AS THE HOLDER OF A %
Percentage Interest of the [Interest Only/Class A-V][-1] Certificates, hereby
requests the Trustee to exchange the above-referenced Certificates for the
Subclasses referred to below:
1. [INTEREST ONLY/CLASS A-V]- Certificates, corresponding to the following
Uncertificated REMIC Regular Interests: [List numbers corresponding to the
related loans and Pool Strip Rates from the Mortgage Loan Schedule]. The
initial Subclass Notional Amount and the Initial PASS-THROUGH RATE ON THE
[INTEREST ONLY/CLASS A-V]- Certificates will be $________ AND _______%,
respectively.
2. [Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC Regular Interests represented by the [Interest
Only/Class A-V][-1] Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement, dated as of
___________ 1, ____, among Residential Accredit Loans, Inc., Residential Funding
Corporation and __________________, as trustee.
RESIDENTIAL FUNDING CORPORATION
BY:
Name:
Title:
<PAGE>
Exhibit FIVE
CONTINGENT AGGREGATE CLASS A-1 AND CLASS A-2
CERTIFICATE PRINCIPAL BALANCE SCHEDULE
<PAGE>
Exhibit SIX
CONTINGENT CLASS A-1 CERTIFICATE
PRINCIPAL BALANCE SCHEDULE
<PAGE>
