EXECUTION COPY
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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
SERIES SUPPLEMENT,
Dated as of November 1, 2000,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of November 1, 2000
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-QS13
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Article I DEFINITIONS...............................................................4
Section 1.01. Definitions..........................................................4
Section 1.02. Use of Words and Phrases............................................15
Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........16
Section 2.01. Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms).............................................................16
Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard Terms)....16
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company....................................................16
Section 2.04. Representations and Warranties of Sellers. (See Section 2.04 of
the Standard Terms).........................................................19
Section 2.05. Execution and Authentication of Certificates........................19
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee........................................19
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II............20
Section 2.08. Negative Covenants of the Trust Fund................................20
Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................21
Article IV PAYMENTS TO CERTIFICATEHOLDERS...........................................22
Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms)......22
Section 4.02. Distributions.......................................................22
Section 4.03. Statements to Certificateholders. (See Section 4.03 of the
Standard Terms and Exhibit Three attached hereto)...........................32
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)......................................................................32
Section 4.05. Allocation of Realized Losses.......................................32
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard Terms)....................................34
Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section
4.07 of the Standard Terms).................................................34
Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)...............34
Article V THE CERTIFICATES.........................................................35
Article VI THE COMPANY AND THE MASTER SERVICER......................................36
Article VII DEFAULT..................................................................37
Article VIII CONCERNING THE TRUSTEE...................................................38
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Article IX TERMINATION..............................................................39
Article X REMIC PROVISIONS.........................................................40
Section 10.01. REMIC Administration. (See Section 10.01 of the Standard
Terms)......................................................................40
Section 10.02. Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms).................40
Section 10.03 Designation of REMICs...............................................40
Section 10.04. Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests...........................................................40
Section 10.05. Compliance with Withholding Requirements...........................42
Article XI MISCELLANEOUS PROVISIONS.................................................43
Section 11.01. Amendment. (See Section 11.01 of the Standard Terms)..............43
Section 11.02. Recordation of Agreement. Counterparts. (See Section 11.02
of the Standard Terms)......................................................43
Section 11.03. Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms)................................................43
Section 11.04. Governing Laws. (See Section 11.04 of the Standard Terms).........43
Section 11.05. Notices............................................................43
Section 11.06. Required Notices to Rating Agency and Subservicer. (See
Section 11.06 of the Standard Terms)........................................44
Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard
Terms)......................................................................44
Section 11.08. Supplemental Provisions for Resecuritization. (See Section
11.08 of the Standard Terms)................................................44
Section 11.09. Allocation of Voting Rights........................................44
Section 11.10. No Petition........................................................44
ii
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<PAGE>
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement Dated as of November 1, 2000
<PAGE>
This is a Series Supplement, dated as of November 1, 2000 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of November 1, 2000 and attached as Exhibit Four hereto (the "Standard Terms"
and, together with this Series Supplement, the "Pooling and Servicing Agreement"
or "Agreement"), among RESIDENTIAL 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 one or more real estate mortgage investment conduits (each, 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.
<PAGE>
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
-
November 25,
<S> <C> <C> <C> <C>
Class CB 7.75% $125,106,000 Senior 2030 AAA/AAA $25,000.00
Class NB-1 8.71774194% $15,500,000 Senior/ November 25, AAA/AAA $25,000.00
Accretion 2030
Directed
Class NB-2A 7.45% $73,000,000 Senior/ November 25, AAA/AAA $25,000.00
Accretion 2030
Directed
Class NB-2B 0.30% $0.003 Senior/Interest November 25, AAA/AAA $2,000,000.00
Only 2030
Class NB-3 7.75% $11,406,000 Senior/Accrual November 25, AAA/AAA $25,000.00
2030
Class NB-4 7.15% $25,000,000 Senior/ November 25, AAA/AAA $25,000.00
Accretion 2030
Directed
Class A-P 0.00% $104,859.05 Principal November 25, AAA/AAA $25,000.00
Only/Senior 2030
Class A-V Variable $0.00 Variable November 25, AAA/AAA 5
Rate4 Rate/Interest 2030
Only/Senior
Class R-I 7.75% $100.00 Residual/Senior November 25, AAA/AAA 6
2030
Class R-II 7.75% $100.00 Residual/Senior November 25, AAA/AAA 6
2030
Class M-1 7.75% Mezzanine November 25, NA/AA $25,000.00
$9,279,300.00 2030
Class M-2 7.75% $3,227,400.00 Mezzanine November 25, NA/A $250,000.00
2030
Class M-3 7.75% $3,092,800.00 Mezzanine November 25, NA/BBB $250,000.00
2030
Class B-1 7.75% $1,344,700.00 Subordinate November 25, NA/BB $250,000.00
2030
Class B-2 7.75% $806,900.00 Subordinate November 25, NA/B $250,000.00
2030
Class B-3 7.75% $1,075,794.99 Subordinate November 25, NA/NA $250,000.00
2030
</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 As of any Distribution Date, the Class NB-2B Certificates will accrue
interest at a Pass-Through Rate equal to 0.30% on a Notional Amount equal
to the Certificate Principal Balance of the Class NB-2A Certificates
immediately prior to such date.
4 The Initial Pass-Through Rate on the Class A-V Certificates is 0.8294%.
5 The Class A-V Certificates will be issuable in minimum denominations of not
less than 20% Percentage Interest.
6 Each class of 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 $268,943,954.04.
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: The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balances of the Accretion Directed
Certificates have been reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Certificates: Any of the Class NB-3 Certificates.
Accretion Directed Certificates: Any of the Class NB-1, Class
NB-2A or Class NB-4 Certificates.
Accrual Distribution Amount: With respect to any Distribution Date on or
prior to the Accretion Termination Date, an amount equal to the amount of the
Accrued Certificate Interest on the Accrual Certificates that is added to the
Certificate Principal Balance thereof on such Distribution Date pursuant to
Section 4.02(i).
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)
$147,257 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
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weighted average remaining term to maturity, in months, of all Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of all Non-Primary
Residence Loans remaining in the Mortgage Pool divided by the total number
of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
CB Loan Group: The group of Mortgage Loans comprised of the Group CB Loans.
Certificate: Any Class CB, Class NB-1, Class NB-2A, Class NB-2B, Class
NB-3, Class NB-4, Class A-P, Class A-V, 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-QS13" and which must be an Eligible Account.
Certificate Policy: None.
Class A-V Certificate: Any one of the Class A-V Certificates, executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed to the Standard Terms as Exhibit A.
Class CB Certificate: Any one of the Class CB Certificates, executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit A, which Certificates relate to
the Group CB Loans.
Class CB 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 Class CB Certificates and Class R
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) in the CB Loan Group immediately prior to such
Distribution Date.
Class CB Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount related to the CB
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Loan Group remaining after the distribution of all amounts required to be
distributed pursuant to Section 4.02(a)(i)(X) and after the distribution of the
portion of the amounts required to be distributed therefrom pursuant to Section
4.02(a)(i)(Z) and after the distribution of the amount required to be
distributed to the Class A-P Certificateholders pursuant to Section
4.02(a)(ii)(W) or, after the Credit Support Depletion Date, the amount required
to be distributed to the Class A-P Certificateholders pursuant to Section
4.02(d), and (b) the sum of the amounts required to be distributed therefrom to
the Class CB Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(ii)(Z),
4.02(a)(xvii) and 4.02(a)(xviii).
Class NB Certificate: Any one of the Class NB-1, Class NB-2A, Class
NB-2B, Class NB-3 and Class NB-4 Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit A, which Certificates relate to the Group NB
Loans.
Class NB 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 Class NB 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) in the
NB Loan Group immediately prior to such Distribution Date.
Class NB Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount related to the NB
Loan Group remaining after the distribution of all amounts required to be
distributed pursuant to Section 4.02(a)(i)(Y) and after the distribution of the
portion of the amounts required to be distributed therefrom pursuant to Section
4.02(a)(i)(Z) and after the distribution of the amount required to be
distributed to the Class A-P Certificateholders pursuant to Section
4.02(a)(ii)(W) or, after the Credit Support Depletion Date, the amount required
to be distributed to the Class A-P Certificateholders pursuant to Section
4.02(d), and (b) the sum of the amounts required to be distributed therefrom to
the Class NB Certificateholders on such Distribution Date pursuant to Sections
4.02(a)(ii)(Y), 4.02(a)(ii)(Z) and 4.02(a)(xvii).
Class R Certificate: Any one of the Class R-I Certificates and Class R-II
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed to the Standard Terms as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC II for purposes of the REMIC
Provisions.
Closing Date: November 29, 2000.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
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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-QS13.
Cut-off Date: November 1, 2000.
Discount Net Mortgage Rate: 7.75% per annum.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) 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.
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.
Group CB Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
as Group CB Loans.
Group NB Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
as Group NB Loans.
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Initial Monthly Payment Fund: $35,786, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
on December 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 NB-2B Certificates,
$73,000,000. 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 REMIC II Regular
Interest Z 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: 0.50%
Class M-2: 1.20% Class B-2: 0.30%
Class M-3: 1.15% Class B-3: 0.40%
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 NB-2B Certificates or
Class A-V Certificates. The Interest Only Certificates will have no Certificate
Principal Balance.
Loan Group: Either or both of the CB Loan Group or the NB Loan Group.
Maturity Date: November 25, 2030, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(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");
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(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.
NB Loan Group: The group of Mortgage Loans comprised of the Group NB Loans.
Notional Amount: As of any Distribution Date, with respect to any Class
NB-2B Certificates, an amount equal to the Certificate Principal Balance of the
Class NB-2A Certificates immediately prior to such Distribution Date. 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 Uncertificated REMIC II Regular
Interest Z 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 Certificates 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 0.8294% 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 REMIC II Regular Interest Z
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.
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Prepayment Assumption: With respect to the Class CB, Class A-P, Class
A-V, Class M and Class B Certificates, the prepayment assumption to be used for
determining the accrual of original issue discount and premium and market
discount on such Certificates for federal income tax purposes, which assumes a
constant prepayment rate of 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 1.0909% 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. With respect to the Class NB Certificates, the prepayment
assumption used for determining the accrual of original issue discount and
market discount and premium on such Certificates for federal income tax
purposes, which assumes a constant rate of prepayment of mortgage loans of 6.0%
per annum of the then outstanding principal balance of such mortgage loans in
the first month of the life of the mortgage loans, increasing by an additional
1.1667% per annum in each succeeding month until the thirteenth month, and a
constant 20.0% per annum rate of prepayment thereafter for the life of the
mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and the Available Distribution Amount for each Loan Group and each Class of
Subordinate Certificates, under the applicable circumstances set forth below,
the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
December 2005 (unless the Certificate Principal Balances of the
Class CB Certificates and Class R Certificates or Class NB
Certificates, as applicable, have been reduced to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does not
apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate Certificates then
outstanding with the Highest Priority and each other Class of
Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Subordinate Certificates for
which the Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii)Notwithstanding the foregoing, if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02 of this
Series Supplement (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would result in
a distribution in respect of principal of any Class or Classes of
Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing Class"),
then: (a) the Prepayment Distribution Percentage of each Maturing Class
shall be reduced to a level that, when applied as described above, would
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<PAGE>
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.
Related Classes: As to any Uncertificated REMIC I Regular Interest,
those classes of Certificates identified as "Related Classes of Certificates" to
such Uncertificated REMIC I Regular Interest in the definition of Uncertificated
REMIC I Regular Interest.
REMIC I: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments 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, but not including amounts
on deposit in the Initial Monthly Payment Fund,
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, the Pledged Assets with respect to each
Pledged Asset Mortgage Loan, and the interest in the
Surety Bond transferred to the Trustee pursuant to Section
2.01 herein, and
(v) all proceeds of clauses (i) through (iv) above.
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<PAGE>
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the Uncertificated
REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of
the holders of each Class of Certificates (other than the Class R-I
Certificates) pursuant to Section 2.06, with respect to which a separate REMIC
election is to be made.
REMIC II Certificates: Any Class of Certificates (other than the Class R-I
Certificates).
Senior Certificate: Any one of the Class CB, Class NB, Class A-P, Class
A-V 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: The Class CB Percentage or Class NB Percentage, as
applicable.
Senior Principal Distribution Amount: Either of the Class CB Principal
Distribution Amount or the Class NB Principal Distribution Amount, as
applicable.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,689,440 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 1.8%
(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
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<PAGE>
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 Loan Group and each Class of Subordinate Certificates, (a)
the sum of the following: (i) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the aggregate of the amounts calculated (without giving effect
to the related Senior Percentages) for such Distribution Date for the related
Loan Group under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) to the
extent not payable to the Senior Certificates; (ii) such Class's pro rata share,
based on the Certificate Principal Balance of each Class of Subordinate
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) for the related Loan Group (without giving effect to the
related Senior Accelerated Distribution Percentages) 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 for the related Loan Group (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 the related
Loan Group for such Distribution Date; and (v) any amounts described in clauses
(i), (ii) and (iii) as determined for any previous Distribution Date, that
remain undistributed to the extent that such amounts are not attributable to
Realized Losses which have been allocated to a Class of Subordinate Certificates
minus (b) with respect to the Class of Subordinate Certificates with the Lowest
Priority, any Excess Subordinate Principal Amount for such Distribution Date;
provided, however, that the Subordinate Principal Distribution Amount for any
Class of Subordinate Certificates on any Distribution Date shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date.
Uncertificated Accrued Interest: With respect to each Distribution Date,
(i) as to each Uncertificated REMIC I Regular Interest other than each
Uncertificated REMIC I Regular Interest Z, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Related Classes of Certificates if the Pass-Through
Rate on such Classes were equal to the Uncertificated Pass-Through Rate on such
Uncertificated REMIC I Regular Interest, (ii) as to each Uncertificated REMIC I
Regular Interest Z and each Uncertificated REMIC II Regular Interest Z, an
amount equal to one month's interest at the Pool Strip Rate of the related
Mortgage Loan on the principal balance of such Mortgage Loan reduced by such
interest's pro rata share of any prepayment interest shortfalls or other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests the per annum rate specified in the
definition of Uncertificated REMIC I Regular Interests. With respect to each
Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC II
Regular Interest Z, the Pool Strip Rate for the related Mortgage Loan.
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<PAGE>
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I
Regular Interest.
Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I
Regular Interests Z together with the interests identified in the table below,
each representing an undivided beneficial ownership interest in REMIC I, and
having the following characteristics:
1. The principal balance from time to time of each Uncertificated REMIC I
Regular Interest identified in the table below shall be the amount
identified as the Initial Principal Balance thereof in such table, minus
(ii) the sum of (x) the aggregate of all amounts previously deemed
distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 10.04(a)(ii)
and (y) the aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d), which
equals the aggregate principal balance of the Classes of Certificates
identified as related to such Uncertificated REMIC I Regular Interest in
such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I
Regular Interest identified in the table below shall be the per annum rate
set forth in the Pass-Through Rate column of such table.
3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular
Interest identified in the table below shall be, for any Distribution Date,
the amount deemed distributed with respect to such Uncertificated REMIC I
Regular Interest on such Distribution Date pursuant to the provisions of
Section 10.04(a).
<TABLE>
<CAPTION>
Uncertificated REMIC Related Classes of Certificates Pass-Through Rate Initial Principal
I Regular Interest
Balance
<S> <C> <C> <C> <C>
W Class NB-2A, Class NB-2B 7.75% $73,000,000.00
X Class A-P 0.00% $104,859.05
Y Class CB, Class NB-1, Class 7.75% $195,838,994.99
NB-3, Class NB-4, Class R-II,
Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2,
Class B-3
</TABLE>
Uncertificated REMIC I Regular Interests Z: The 1,565 uncertificated
partial undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 to 1,565, each relating to the 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.
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<PAGE>
Uncertificated REMIC I Regular Interests Z Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: With
respect to each Uncertificated REMIC I Regular Interest, other than the
Uncertificated REMIC I Regular Interests Z, the amount specified as the
Uncertificated REMIC I Regular Interest Distribution Amount with respect thereto
in the definition of Uncertificated REMIC I Regular Interests. With respect to
the Uncertificated REMIC I Regular Interests Z, the Uncertificated REMIC I
Regular Interests Z Distribution Amount.
Uncertificated REMIC II Regular Interests Z: Each of the 1,565
uncertificated partial undivided beneficial ownership interests in REMIC II
numbered sequentially from 1 through 1,565 each relating to the identically
numbered Uncertificated REMIC I Regular Interests Z, each having no principal
balance and bearing interest at a rate equal to the related Pool Strip Rate on
the Stated Principal Balance of the Mortgage Loan related to the identically
numbered Uncertificated REMIC I Regular Interests Z, comprising such
Uncertificated REMIC II Regular Interest's pro rata share of the amount
distributed pursuant to Sections 10.04(a) and (b).
Uncertificated REMIC II Regular Interests Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
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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<PAGE>
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) Except with respect to two Mortgage Loans representing approximately 0.2%
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 0.7% of the Group CB Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged Properties located
in any one zip code area in California, and no more than 0.6% of the Group
CB 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; and no more than 1.1% of the Group NB 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 the Group NB 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;
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<PAGE>
(vii) The improvements upon the Mortgaged Properties are insured against loss
by fire and other hazards as required by the Program Guide, including
flood insurance if required under the National Flood Insurance Act of
1968, as amended. The Mortgage requires the Mortgagor to maintain such
casualty insurance at the Mortgagor's expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain and
maintain such insurance at the Mortgagor's expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage Loans to the
Trustee, the Company had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 57.36% of the Group CB Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program, approximately 18.02% of the Group CB Loans by
aggregate Stated Principal Balance as of the Cut-off Date were underwritten
under a no-stated income program, and approximately 4.33% of the Group CB
Loans by aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a no income/no asset program; and approximately 58.78%
of the Group NB Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a reduced loan documentation program,
approximately 12.43% of the Group NB Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a no-stated income
program, and 2.27% of the Group NB 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 35.39% of the Group CB Loans by
aggregate Stated Principal Balance as of the Cut-off Date, and
approximately 11.00% of the Group NB 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);
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<PAGE>
(xiii) A policy of title insurance was effective as of the closing of each
Mortgage Loan and is valid and binding and remains in full force and
effect, unless the Mortgaged Properties are located in the State of Iowa
and an attorney's certificate has been provided as described in the
Program Guide;
(xiv) None of the Mortgage Loans 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
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) One of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note;
(xviii) No more than 0.2% of the Group CB Loans and 0.3% of the Group NB 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) 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
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<PAGE>
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers. (See Section 2.04 of
the Standard Terms)
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund 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.
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Company in and to the Uncertificated REMIC I Regular
Interests to the Trustee for the benefit of the Holders of each Class of
Certificates (other than the Class R-I Certificates). The Trustee acknowledges
receipt of the Uncertificated REMIC I Regular Interests and declares that it
holds and will hold the same in trust for the exclusive use and benefit of all
present and future Holders of each Class of Certificates (other than the Class
R-I Certificates). The rights of the Holders of each Class of Certificates
(other than the Class R-I Certificates) to receive distributions from the
proceeds of REMIC II in respect of such Classes, and all ownership interests of
the Holders of such Classes in such distributions, shall be as set forth in this
Agreement.
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<PAGE>
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, all Classes of Certificates (other than the
Class R-I Certificates) in authorized denominations, which evidence ownership of
the entire REMIC II.
Section 2.08. Negative Covenants of the Trust Fund.
Except as otherwise expressly permitted by this Agreement, the
Trust Fund shall not:
(a) sell, transfer, exchange or otherwise dispose of any of the assets of the
Trust Fund;
(b) dissolve or liquidate in whole or in part;
(c) engage, directly or indirectly, in any business other than that arising out
of the issue of the Certificates, and the actions contemplated or required to be
performed under this Agreement;
(d) incur, create or assume any indebtedness for borrowed money;
(e) voluntarily file a petition for bankruptcy, reorganization, assignment for
the benefit of creditors or similar proceeding; or
(f) merge, convert or consolidate with any other Person.
20
<PAGE>
Article III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(See Article III of the Standard Terms)
<PAGE>
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)(iv) below,
the amount required to be distributed to the Master Servicer or a Sub-Servicer
pursuant to Section 4.02(a)(iv) 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), (d) and (f) below), in each
case to the extent of the related or specified Available Distribution Amount
remaining in the case of clauses (i) through (iii), and to the extent of the
Available Distribution Amount for both Loan Groups remaining in the case of
clauses (iv) through (xviii):
(i) (X) from the Available Distribution Amount related to the CB Loan Group,
to the Class CB Certificateholders and Class R Certificateholders, on a
pro rata basis based on Accrued Certificate Interest on such Class of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
(Y) from the Available Distribution Amount related to the
NB Loan Group, to the Class NB Certificateholders (other than the
Accrual Certificates to the extent of the Accrual Distribution Amount
for such Distribution Date prior to the Accretion Termination Date) 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
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<PAGE>
(Z) from the Available Distribution Amount derived from
the related Loan Group, on a parity with the distributions in Sections
4.02(a)(i)(X) and 4.02(a)(i)(Y), as applicable, to the Class A-V
Certificates in proportion to the respective amounts of Accrued
Certificate Interest thereon derived from each Loan Group, Accrued
Certificate Interest on the Class A-V Certificates with respect to such
Distribution Date and derived from the related Loan Group, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date with respect to such Loan Group except as provided in
the last paragraph of this Section 4.02(a);
(ii) (W) to the Class A-P Certificates, from the Available Distribution
Amount for each Loan Group in proportion to the respective amounts of
the Class A-P Principal Distribution Amount derived from each Loan
Group, the Class A-P Principal Distribution Amount;
(X) to the Accretion Directed Certificates, the Accrual
Distribution Amount, in the priority set forth in Section 4.02(b)(ii);
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), (c), (d) and (f), the sum of the following (applied to reduce
the Certificate Principal Balances of such Senior Certificates, as
applicable):
(A) the related 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 in the related Loan Group (other
than the related Discount Fraction of the principal portion of such payment
with respect to a Discount Mortgage Loan), whether or not received on or
prior to the related Determination Date, minus the principal portion of any
Debt Service Reduction (other than the related Discount Fraction of the
principal portion of such Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds
the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan in the related Loan Group
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 in such Loan Group 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 with respect to
the related Loan Group (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash Liquidation or
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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 in the related Loan Group 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
related 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 related Senior Accelerated Distribution
Percentage for such Distribution Date times the related unscheduled
collections (including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant to Section
3.14 of the Standard Terms (in each case other than the portion of such
unscheduled collections, with respect to a Discount Mortgage Loan, included
in Section 4.02(b)(i)(C) of this Series Supplement);
(C) the related Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full
and Curtailments with respect to the related Loan Group 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 portion of the Excess Subordinate Principal Amount for such
Distribution Date allocated to the related Loan Group; 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; and
(Z) to the Holders of the Class CB or Class NB Certificates, as applicable,
amounts required to be distributed pursuant to Section 4.02(c);
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(iii)if the aggregate Certificate Principal Balance of the Class CB
Certificates and Class R Certificates or Class NB Certificates is greater
than the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group (other than the related Discount Fraction of each
Discount Mortgage Loan in the related Loan Group) and the Class M
Certificates or Class B Certificates are still outstanding, in each case
after giving effect to distributions to be made on such Distribution Date,
to the Holders of such Class or Classes of Class CB, Class R or Class NB
Certificates, an amount equal to one month's interest at a rate equal to
the Discount Net Mortgage Rate on the amount of the difference between the
aggregate Certificate Principal Balance of such Class or Classes of Class
CB Certificates and Class R Certificates or Class NB Certificates, as
applicable, and the aggregate Stated Principal Balance of its related Loan
Group, from the Available Distribution Amount for the other Loan Group,
applied first to pay Accrued Certificate Interest on such Class or Classes
of Class CB Certificates and Class R Certificates on a pro rata basis or
Class NB Certificates on a pro rata basis to the extent not paid on such
Distribution Date pursuant to Section 4.02(a)(i), and then to pay principal
on such Class or Classes of Class CB Certificates and Class R Certificates
or Class NB Certificates in accordance with the priorities set forth in
Section 4.02(b), until the Certificate Principal Balance of such Class CB
Certificates and Class R Certificates or Class NB Certificates is equal to
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group;
(iv) 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;
(v) 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;
(vi) 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 each Loan Group 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)(viii), (x), (xii),
(xiv), (xv) and (xvi) of this Series Supplement are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vii) 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;
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(viii) 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 each Loan Group 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) (x), (xii),
(xiv), (xv) and (xvi) are insufficient therefor, applied in reduction of
the Certificate Principal Balance of the Class M-2 Certificates;
(ix) 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;
(x) 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 each Loan Group 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)(xii),
(xiv), (xv) and (xvi) are insufficient therefor, applied in reduction of
the Certificate Principal Balance of the Class M-3 Certificates;
(xi) 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;
(xii) 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 each Loan Group 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), (xv)
and (xvi) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-1 Certificates;
(xiii) 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;
(xiv) 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 each Loan Group 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)(xv) and
(xvi) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xv) 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
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or remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Section 4.02(a) (xvi)
are insufficient therefor;
(xvi) 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 each Loan Group for such Distribution Date minus (y) the amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvii) 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 Amounts for each Loan Group 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 Amounts
for each Loan Group 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
(xviii) to the Class R-I Certificates, the balance, if any, of the Available
Distribution Amounts for both Loan Groups.
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,
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minus the Discount Fraction of the principal portion of any related Debt
Service Reduction which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of all unscheduled
collections on each Discount Mortgage Loan received during the preceding
calendar month (other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan described in
clause (C) below), including Principal Prepayments in Full, Curtailments
and repurchases (including deemed repurchases under Section 3.07(b) of the
Standard Terms) of Discount Mortgage Loans (or, in the case of a
substitution of a Deleted Mortgage Loan, the Discount Fraction of the
amount of any shortfall deposited in the Custodial Account in connection
with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition of a Discount
Mortgage Loan that did not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (1) the applicable Discount Fraction of the
Stated Principal Balance of such Discount Mortgage Loan immediately prior
to such Distribution Date and (2) the aggregate amount of the collections
on such Mortgage Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous Distribution Date
(calculated pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such Distribution
Date and the amount of any Class A-P Collection Shortfalls remaining unpaid
for all previous Distribution Dates, but only to the extent of the Eligible
Funds for such Distribution Date;
(ii) second, from the Available Distribution Amount for the NB
Loan Group, the Accrual Distribution Amount shall be distributed as
follows:
(A) first, to the Class NB-2A Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and
(B) second, to the Class NB-1 Certificates and Class NB-4
Certificates, on a pro rata basis (in proportion of their respective
Certificate Principal Balances) until the Certificate Principal Balances
thereof have been reduced to zero;
(iii) third, concurrently with the distribution described in
clause (iv) below, the Class CB Principal Distribution Amount shall be
distributed as follows:
(A) first, sequentially to the Class R-I Certificates and
Class R-II Certificates, in that order, in each case until the
Certificate Principal Balance thereof has been reduced to zero; and
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(B) second, to the Class CB Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and
(iv) fourth, concurrently with the distribution described in
clause (iii) above, the Class NB Principal Distribution Amount shall be
distributed as follows:
(A) first, in the following order of priority:
(1) an amount equal to $364,040.00 to the Class
NB-1 Certificates and Class NB-4 Certificates, on a
pro rata basis (in proportion of their respective
Certificate Principal Balances) until the
Certificate Principal Balances thereof have been
reduced to zero; and
(2) the balance of the Class NB Principal
Distribution Amount remaining after the
distribution in clause (iv)(A)(1) above,
concurrently, as follows, until the Certificate
Principal Balance of any of the Class NB-1
Certificates, Class NB-2A Certificates or Class
NB-4 Certificates has been reduced to zero:
(a) 0.76543209877% of the amount described in clause
(iv)(A)(2) above to the Class NB-1 Certificates;
(b) 98.00000000000% of the amount described in clause
(iv)(A)(2) above to the Class NB-2A Certificates; and
(c) 1.23456790123% of the amount described in clause
(iv)(A)(2) above to the Class NB-4 Certificates;
(B) second, to the Class NB-1 Certificates and Class NB-4
Certificates, if outstanding, on a pro rata basis (in proportion
of their respective Certificate Principal Balances) until the
Certificate Principal Balances thereof have been reduced to zero;
(C) third, to the Class NB-2A Certificates, if
outstanding, until the Certificate Principal Balance thereof has
been reduced to zero; and
(D) fourth, to the Accrual Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
(c) Prior to the occurrence of the Credit Support Depletion Date but after the
reduction of the Certificate Principal Balances of the Class CB Certificates and
Class R Certificates or Class NB Certificates to zero, the remaining Class CB
Certificates and Class R Certificates or Class NB Certificates, as applicable,
will be entitled to receive, in addition to any Mortgagor prepayments related to
such Certificates' respective Loan Group, 100% of the Mortgagor prepayments on
the Mortgage Loans in the other Loan Group, in accordance with the priorities
set forth in clause (b) above, and in reduction of the Certificate Principal
Balances thereof, on any Distribution Date unless (i) the weighted average of
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the Subordinate Percentages for both Loan Groups, weighted on the basis of the
Stated Principal Balances of the Mortgage Loans in the related Loan Group, is at
least two times the weighted average of the initial Subordinate Percentages for
both Loan Groups (calculated on such basis) and (ii) the outstanding principal
balance of the Mortgage Loans in both Loan Groups 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%.
In addition, on any Distribution Date prior to the Credit Support Depletion Date
on which the aggregate Certificate Principal Balance of the Class CB
Certificates and Class R Certificates or Class NB Certificates, as applicable,
is greater than the aggregate Stated Principal Balance of the Mortgage Loans in
the related Loan Group in each case after giving effect to distributions to be
made on such Distribution Date, 100% of the Mortgagor prepayments allocable to
the Subordinate Certificates on the Mortgage Loans in the other Loan Group will
be distributed to such class or classes of Class CB Certificates and Class R
Certificates or Class NB Certificates, as applicable, and in accordance with the
priorities set forth in clause (b) above, and in reduction of the Certificate
Principal Balances thereof, until the aggregate Certificate Principal Balance of
such Class or Classes of Certificates equals the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group.
(d) 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) the remaining Class CB Principal
Distribution Amount will be distributed to the Class CB Certificates and Class R
Certificates on a pro rata basis in accordance with their respective outstanding
Certificate Principal Balances, (ii) the remaining Class NB Principal
Distribution Amount will be distributed to the Class NB Certificates on a pro
rata basis in accordance with their respective outstanding Certificate Principal
Balances, (iii) the amount set forth in Section 4.02(a)(i) will be distributed
as set forth therein, and (iv) an amount equal to the Discount Fraction of the
principal portion of scheduled payments and unscheduled collections received or
advanced in respect of Discount Mortgage Loans will be distributed to the Class
A-P Certificates, from the Available Distribution Amount for each Loan Group in
proportion to the respective amounts of the Class A-P Principal Distribution
Amount derived from each Loan Group.
(e) 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 for each Loan Group will be paid solely to
the holders of the Class A-P, Class A-V and Subordinate Certificates, in each
case as described herein.
(f) In addition to the foregoing distributions, with respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that within two years of the date
on which such Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes to represent
subsequent recoveries (net of any related liquidation expenses), or determines
that it holds surplus amounts previously reserved to cover estimated expenses,
specifically related to such Mortgage Loan (including, but not limited to,
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recoveries in respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement and assigned to the Trustee
pursuant to Section 2.04), the Master Servicer shall distribute such amounts to
the applicable Certificateholders of the Class or Classes to which such Realized
Loss was allocated (with the amounts to be distributed allocated among such
Classes in the same proportions as such Realized Loss was allocated), and within
each such Class to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (or if such Class 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.
(g) Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be solely
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or the
Master Servicer shall have any responsibility therefor.
(h) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
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such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that Certificateholders required
to surrender their Certificates pursuant to Section 9.01(c) do not surrender
their Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the benefit of
such Certificateholders as provided in Section 9.01(d).
(i) On each Distribution Date preceding the Accretion Termination Date,
Accrued Certificate Interest on the Accrual Certificates will be added to the
Certificate Principal Balance of the Accrual Certificates and such amount will
thereafter accrue interest at a rate of 7.75% per annum. On the Accretion
Termination Date, the Accrued Certificate Interest on the Accrual Certificates
for such date will be payable to the holders of the Accretion Directed
Certificates as a distribution of principal pursuant to Section 4.02(b)(ii)
until the Certificate Principal Balances thereof have been reduced to zero, any
such amount will be added to the Certificate Principal Balance of the Accrual
Certificates, and any remaining amount of Accrued Certificate Interest will be
paid to the holders of the Accrual Certificates as a distribution of interest
and will not be added to the Certificate Principal Balance thereof; provided,
however, if the Accretion Termination Date is the Credit Support Depletion Date,
the entire amount of Accrued Certificate Interest for such date will be payable
to the holders of the Accrual Certificates as a distribution of interest and
will not be added to the Certificate Principal Balance thereof.
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
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amount equal to the Discount Fraction of the principal portion thereof, and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all the Class CB Certificates and Class R Certificates (in the case of a
Group CB Loan) or among the Class NB Certificates (in the case of a Group NB
Loan), and the Class A-V Certificates (in the case of the interest portion of a
Realized Loss on a Mortgage Loan in either Loan Group) 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 Class CB Percentage or
Class NB Percentage (as applicable) of the remainder of the principal portion of
such losses will be allocated between the Class CB Certificates and Class R
Certificates (in the case of a Class CB Loan) on a pro rata basis, or among the
Class NB Certificates (in the case of a Class NB Loan) on a pro rata basis, as
described below; and the remainder of the principal portion of such Realized
Losses will be allocated among the 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 derived from the related Loan Group 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 from the related Loan Group in respect of such Distribution Date and
derived from the related Loan Group (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; provided that the Certificate Principal
Balance of the Accrual Certificates for purposes this Section 4.05 shall be the
lesser of (a) the Certificate Principal Balance of the Accrual Certificates as
of the Cut-off Date, and (b) the Certificate Principal Balance of the Accrual
Certificates as of the date of determination. 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.
33
<PAGE>
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)
<PAGE>
Article V
THE CERTIFICATES
(See Article V of the Standard Terms)
<PAGE>
Article VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
<PAGE>
Article VII
DEFAULT
(See Article VII of the Standard Terms)
<PAGE>
Article VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
<PAGE>
Article IX
TERMINATION
(See Article IX of the Standard Terms)
<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 REMICs.
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 ("REMIC I") and will make and election to treat
the pool of assets comprised of the Uncertificated REMIC I Regular Interests as
a REMIC ("REMIC II") for federal income tax purposes.
The Uncertificated REMIC I Regular Interests will be "regular interests"
in REMIC I and the Class R-I Certificates will be the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein)
under the federal income tax law.
The Class CB, Class NB-1, Class NB-2A, Class NB-2B, Class NB-3, Class
NB-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 REMIC II Regular Interests Z, the rights
in and to which will be represented by the Class A-V Certificates, will be
"regular interests" in REMIC II, and the Class R-II Certificates will be the
sole class of "residual interests" therein for purposes of the REMIC Provisions
(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 REMIC II Regular Interest or
Interests Z specified by the initial Holder of the Class A-V Certificates
pursuant to said Section.
Section 10.04. Distributions on the Uncertificated REMIC I and REMIC II Regular
Interests
(a)On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution Amounts in the following
order of priority to the extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous Distribution
Date; and
(ii) In accordance with the priority set forth in Section
10.04(b), an amount equal to the sum of the amounts in respect of
principal distributable on each Class of Certificates (other than the
Class R-I Certificates) under Section 4.02(a), as allocated thereto
pursuant to Section 4.02(b).
40
<PAGE>
(b)The amount described in Section 10.04(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest W, (ii)
Uncertificated REMIC I Regular Interest X and (iii) Uncertificated REMIC I
Regular Interest Y with the amount to be distributed allocated among such
interests in accordance with the priority assigned to each Related Class of
Certificates (other than the Class R-I Certificates), respectively, under
Section 4.02(b) until the Uncertificated Principal Balance of each such interest
is reduced to zero.
(c)The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 10.04(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
(d)In determining from time to time the Uncertificated REMIC I Regular
Interest Distribution Amounts and Uncertificated REMIC II Regular Interest
Distribution Amounts:
(i) Realized Losses allocated to the Class A-V Certificates under
Section 4.05 shall be deemed allocated to the Uncertificated REMIC II
Regular Interests pro rata according to the respective amounts of
Uncertificated Accrued Interest that would have accrued on such
Uncertificated REMIC Regular II Interests for the Distribution Date for
which such allocation is being made in the absence of such allocation;
(ii) Realized Losses allocated to the Class NB-2A Certificates
and Class NB-2B Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest W;
(iii) Realized Losses allocated to the Class A-P Certificates
under Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest X;
(iv) Realized Losses allocated to the Class CB, NB-1, Class NB-3,
Class NB-4, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest Y; and
(v) Realized Losses allocated to the Uncertificated REMIC II
Regular Interests under clause (i), above, shall be deemed allocated, in
each case, to the related Uncertificated REMIC I Regular Interest Z.
(e)On each Distribution Date the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
Holders of each Class of Certificates (other than the Class R-I Certificates)
the amounts distributable thereon from the Uncertificated REMIC I Regular
Interest Distribution Amounts deemed to have been received by REMIC II from
REMIC I under this Section 10.04. The amounts deemed distributed hereunder with
respect to the Class A-V Certificates shall be deemed to have been distributed
in respect of the Uncertificated REMIC II Regular Interests Z in accordance with
their respective Uncertificated REMIC II Regular Interest Distribution Amounts,
as such Uncertificated REMIC II Regular Interests comprise the Class A-V
Certificates.
41
<PAGE>
(f)Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Trustee or any Paying Agent, as applicable, shall comply with all federal
withholding requirements respecting payments to Certificateholders, including
interest or original 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.
42
<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:
<TABLE>
<CAPTION>
---------------------------------- --------------------------------------------------------------
Recipient Address
---------------------------------- --------------------------------------------------------------
<S> <C>
Company 8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Attention: President
---------------------------------- --------------------------------------------------------------
---------------------------------- --------------------------------------------------------------
Master Servicer 2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
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-QS13
The Trustee designates its offices located at
Four Albany Street, New York, New York 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
---------------------------------- --------------------------------------------------------------
</TABLE>
43
<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.
97% of all of the Voting Rights shall be allocated among Holders
of Certificates, other than the Interest Only 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 NB-2B Certificates, in accordance with their respective
Percentage Interests; 1% of all Voting Rights shall be allocated among the
Holders of the Class A-V Certificates, in accordance with their respective
Percentage Interests; 0.5% of all Voting Rights shall be allocated among the
Holders of the Class R-I Certificates, in accordance with their respective
Percentage Interests; and 0.5% of all Voting Rights shall be allocated among the
Holders of the Class R-II Certificates, in accordance with their respective
Percentage Interests.
Section 11.10. No Petition.
The Depositor, Master Servicer and the Trustee, by entering into
this Agreement, and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the Trust
Fund, or join in any institution against the Trust Fund of, any bankruptcy
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligation with respect to the Certificates or this
Agreement.
44
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Attest: /s/ Julie Steinhagen
Name: Julie Steinhagen
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/ Julie Steinhagen
Name: Julie Steinhagen
Title: Director
Attest:_/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By: /s/ Stephen T. Hessler
Name: Stephen T. Hessler
Title: Vice President
Attest:/s/ Barbara J. Campbell
Name: Barbara J. Campbell
Title: Assistant Secretary
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 2000 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential 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.
/s/ Katherine Nye
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 2000 before me, a notary public in
and for said State, personally appeared Julie Steinhagen, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Katherine Nye
Notary Public
[Notarial Seal]
<PAGE>
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE )
On the 27th day of November, 2000 before me, a notary public in
and for said State, personally appeared Stephen Hessler, known to me to be a[n]
Vice President 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.
Thomas J. Baldwin
Notary Public
[Notarial Seal]
<PAGE>
Exhibit ONE
MORTGAGE LOAN SCHEDULE
1
RUN ON : 11/22/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.36.52 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RALI 2000-QS13 GROUP 1 CUTOFF : 11/01/00
POOL : 0004466
:
:
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
-------------------------------------------------------------------------
1990222 .2500
156,000.00 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1990223 .2500
160,000.00 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
1990225 .2500
192,000.00 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
1994391 .2500
53,428.41 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
7.7500 1.9200
1995897 .2500
44,955.56 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1996072 .2500
152,772.42 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1
1996084 .2500
94,306.87 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
1996198 .2500
171,900.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1996455 .2500
131,674.82 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1997292 .2500
157,411.70 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
1997370 .2500
125,262.49 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1997821 .2500
157,344.44 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1997920 .2500
107,830.73 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
1997932 .2500
215,388.28 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
1
1998032 .2500
29,884.08 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
1998062 .2500
40,930.37 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1998199 .2500
230,172.44 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1998266 .2500
69,584.75 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
1998521 .2500
220,231.90 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1998548 .2500
83,169.90 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1998664 .2500
76,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1998768 .2500
57,100.56 .0800
10.1250 .0000
9.8750 .0000
9.7950 .0000
7.7500 2.0450
1
1998803 .2500
89,161.87 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1999093 .2500
111,922.92 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1999291 .2500
148,836.61 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1999367 .2500
92,751.89 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
1999477 .2500
116,884.44 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1999682 .2500
90,956.40 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
2000024 .2500
102,997.96 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
2000025 .2500
245,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1
2000036 .2500
172,729.23 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
2000073 .2500
61,935.47 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
2000097 .2500
83,619.48 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
2000192 .2500
65,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
2000225 .2500
167,815.77 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
2000394 .2500
49,576.85 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
2000589 .2500
129,200.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
2000613 .2500
77,955.12 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1
2000683 .2500
133,068.44 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
2000689 .2500
207,892.16 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
2000806 .2500
71,955.24 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
2000818 .2500
85,950.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
2000858 .2500
199,769.02 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
2000859 .2500
229,727.44 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
2000864 .2500
176,698.28 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
2000929 .2500
159,917.05 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
1
2001154 .2500
88,650.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
2001171 .2500
164,819.06 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
2001184 .2500
165,417.12 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
2001205 .2500
205,878.38 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
2001220 .2500
179,797.43 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
2001403 .2500
52,118.24 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3387561 .2500
97,627.97 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3544059 .2500
76,307.84 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
7.7500 1.9200
1
3554239 .2500
74,983.93 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3582291 .2500
152,740.76 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3589493 .2500
31,445.24 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3596671 .2500
89,097.52 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3602909 .2500
88,314.34 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3607028 .2500
235,610.36 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3608178 .2500
35,924.50 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3628514 .2500
152,684.07 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1
3628552 .2500
185,303.87 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3660181 .2500
115,822.88 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3672898 .2500
54,939.56 .0800
8.9900 .0000
8.7400 .0000
8.6600 .0000
7.7500 .9100
3684270 .2500
102,349.64 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3685926 .2500
47,656.48 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
3689413 .2500
150,217.12 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3691217 .2500
149,911.45 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3694455 .2500
154,308.84 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
1
3694677 .2500
98,594.55 .0800
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89,407.14 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951186 .2500
91,673.83 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
3951189 .2500
202,383.49 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951190 .2500
17,979.61 .0800
10.1250 .0000
9.8750 .0000
9.7950 .0000
7.7500 2.0450
3951191 .2500
111,545.10 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951192 .2500
81,211.07 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1
3951194 .2500
65,494.48 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3951196 .2500
55,052.18 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951197 .2500
85,457.94 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951199 .2500
98,242.57 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951200 .2500
45,876.81 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951204 .2500
79,610.81 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951205 .2500
122,173.66 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951209 .2500
73,483.83 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1
3951210 .2500
166,406.66 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951211 .2500
41,379.63 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951212 .2500
111,937.20 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951213 .2500
139,881.16 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951217 .2500
85,460.11 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
3951220 .2500
71,065.93 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951221 .2500
105,697.98 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951222 .2500
57,544.58 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1
3951223 .2500
75,096.65 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
3951224 .2500
79,864.44 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951225 .2500
69,682.90 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951227 .2500
19,590.61 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951229 .2500
211,768.74 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3951232 .2500
199,694.78 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951233 .2500
80,024.94 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
3951234 .2500
167,206.67 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1
3951237 .2500
64,840.78 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
3951238 .2500
133,523.13 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951240 .2500
38,681.46 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951241 .2500
139,035.03 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3951243 .2500
149,513.92 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951244 .2500
46,774.43 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3951245 .2500
150,226.07 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951248 .2500
38,229.11 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1
3951249 .2500
46,749.99 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3951251 .2500
247,350.05 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3951256 .2500
179,731.46 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
3951258 .2500
198,379.97 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
3951261 .2500
68,759.38 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3951262 .2500
73,313.92 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951264 .2500
30,570.56 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951265 .2500
155,125.64 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1
3951267 .2500
76,013.56 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951269 .2500
95,951.52 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951270 .2500
117,142.34 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951271 .2500
76,460.34 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3951274 .2500
32,159.18 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951275 .2500
44,979.01 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
3951276 .2500
85,960.93 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.7500 1.7950
3951278 .2500
91,949.74 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1
3951279 .2500
79,519.28 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951280 .2500
63,826.19 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951281 .2500
57,568.53 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3951282 .2500
130,372.83 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951284 .2500
87,253.53 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3951286 .2500
51,970.84 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951289 .2500
14,392.91 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951292 .2500
45,725.01 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
1
3951293 .2500
47,973.78 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3951294 .2500
44,975.41 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3951295 .2500
54,670.12 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3951297 .2500
120,271.35 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3951298 .2500
146,435.01 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951299 .2500
129,454.14 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951301 .2500
103,137.48 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3951303 .2500
55,970.19 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
1
3951307 .2500
57,167.08 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951309 .2500
49,976.04 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951310 .2500
46,127.88 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951312 .2500
56,716.34 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951313 .2500
39,230.17 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951314 .2500
28,485.98 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951317 .2500
49,975.40 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951318 .2500
56,223.05 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1
3951319 .2500
49,970.48 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3951320 .2500
112,436.92 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951321 .2500
62,159.41 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951322 .2500
132,686.40 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951323 .2500
141,600.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3951324 .2500
66,016.64 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951325 .2500
21,989.18 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951326 .2500
21,739.30 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1
3951328 .2500
82,952.24 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951329 .2500
19,290.50 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951330 .2500
70,963.19 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3951332 .2500
17,989.64 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3951333 .2500
139,975.46 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3951334 .2500
44,077.14 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3951336 .2500
53,068.65 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3951337 .2500
65,967.53 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1
3951338 .2500
65,967.53 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951342 .2500
117,428.81 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3951343 .2500
26,336.33 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3951344 .2500
50,375.85 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951347 .2500
147,923.27 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3951348 .2500
93,647.47 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3951350 .2500
159,800.40 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3951351 .2500
76,463.34 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
1
3951352 .2500
59,102.09 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3951353 .2500
41,360.16 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.7500 1.5450
3951354 .2500
51,274.77 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951355 .2500
62,069.45 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951356 .2500
148,353.34 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3951361 .2500
107,898.81 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
7.7500 1.6700
3951362 .2500
83,257.93 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.7500 1.2950
3951672 .2500
114,700.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
1
3951921 .2500
26,101.78 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
7.7500 1.9200
3952335 .2500
48,720.46 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3952716 .2500
135,519.98 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3953129 .2500
195,312.24 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3953572 .2500
137,844.58 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3954280 .2500
103,888.88 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3954511 .2500
140,641.54 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.7500 .7950
3954722 .2500
91,909.13 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
1
3955842 .2500
204,679.08 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3956137 .2500
80,858.05 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3957278 .2500
39,976.38 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.7500 .5450
3957324 .2500
213,639.19 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3957379 .2500
61,685.05 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.7500 1.0450
3957401 .2500
85,544.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
3957805 .2500
219,866.72 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3958545 .2500
84,245.51 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
1
3958608 .2500
131,759.58 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3958652 .2500
199,668.28 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3958756 .2500
149,817.60 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
3958897 .2500
88,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3958900 .2500
73,761.73 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3959069 .2500
60,919.91 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7500 .0450
3959172 .2500
123,957.44 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.7500 1.4200
3959315 .2500
59,165.94 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
1
3959371 .2500
225,459.77 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.7500 .2950
3959424 .2500
75,877.30 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3959512 .2500
37,560.85 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.7500 1.1700
3959636 .2500
235,864.21 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3959683 .2500
175,796.72 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.7500 .6700
3960648 .2500
155,914.78 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.7500 .9200
3969786 .2500
192,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.7500 .4200
TOTAL NUMBER OF LOANS: 1189
TOTAL BALANCE........: 134,531,227.22
1
RUN ON : 11/22/00 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.36.52 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RALI 2000-QS13 GRO FIXED SUMMARY REPORT CUTOFF : 11/01/00
POOL : 0004466
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 9.0327 7.7500 10.3750
RFC NET RATE 8.7827 7.5000 10.1250
NET MTG RATE(INVSTR RATE) 8.7028 7.4700 10.0450
POST STRIP RATE 7.7496 7.4700 7.7500
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0799 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .9533 .0000 2.2950
TOTAL NUMBER OF LOANS: 1189
TOTAL BALANCE........: 134,531,227.22
***************************
* END OF REPORT *
***************************
1
RUN ON : 11/22/00 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.36.52 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RALI 2000-QS13 CUTOFF : 11/01/00
POOL : 0004466
:
:
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 #
______________________________________________________________________________
1990222 136/136 F 156,000.00 ZZ
360 156,000.00 2
85-87 KINGS HWY 9.625 1,325.99 80
9.375 1,325.99 195,000.00
FAIRFIELD CT 06430 1 10/06/00 00
4604520 05 12/01/00 0
4604520 N 11/01/30
0
1990223 136/136 F 160,000.00 ZZ
360 160,000.00 3
59-61-63 KINGS HWY EAST 9.875 1,389.36 80
9.625 1,389.36 200,000.00
FAIRFIELD CT 06430 1 10/06/00 00
4604550 05 12/01/00 0
4604550 N 11/01/30
0
1990225 136/136 F 192,000.00 ZZ
360 192,000.00 3
67-69-71 KINGS HWY 9.875 1,667.23 80
9.625 1,667.23 240,000.00
FAIRFIELD CT 06430 1 10/06/00 00
4604540 05 12/01/00 0
4604540 N 11/01/30
0
1994391 K15/G02 F 53,500.00 ZZ
360 53,428.41 1
193 WEST 300 SOUTH 10.000 469.50 95
9.750 469.50 56,400.00
VERNAL UT 84078 5 07/26/00 10
0432180479 05 09/01/00 30
1
206605303294 O 08/01/30
0
1995897 E98/G02 F 45,000.00 ZZ
360 44,955.56 1
3010 COVENT GARDEN 9.500 378.38 90
9.250 378.38 50,000.00
MOORHEAD MN 56560 1 08/23/00 04
0432300614 05 10/01/00 30
8260602849 N 09/01/30
0
1996072 M66/G02 F 153,000.00 ZZ
360 152,772.42 3
71-73 PENNSYLVANIA AVENUE 9.500 1,286.51 90
9.250 1,286.51 170,000.00
NEWARK NJ 07106 1 07/21/00 04
0432207991 05 09/01/00 25
OLIVEIRA O 08/01/30
0
1996084 163/G02 F 94,500.00 ZZ
360 94,306.87 4
32 OREAD STREET 9.375 786.00 90
9.125 786.00 105,000.00
WORCESTER MA 01610 1 07/27/00 11
0432310068 05 09/01/00 25
3217456536 N 08/01/30
0
1996198 A21/G02 F 171,900.00 ZZ
360 171,900.00 1
281 BROOK AVENUE 8.750 1,352.34 80
8.500 1,352.34 214,900.00
NORTH PLAINFIEL NJ 07060 1 10/12/00 00
0432355691 05 12/01/00 0
010113754 O 11/01/30
0
1996455 737/G02 F 131,805.00 T
360 131,674.82 1
6008 AUBURNDALE AVENUE #B 9.500 1,108.29 90
9.250 1,108.29 146,450.00
DALLAS TX 75205 1 08/29/00 01
0432259364 01 10/01/00 25
595535 O 09/01/30
0
1
1997292 742/G02 F 157,500.00 ZZ
360 157,411.70 1
27-42 27TH STREET 8.875 1,253.14 70
8.625 1,253.14 225,000.00
ASTRIO NY 11102 1 09/25/00 00
0432314573 05 11/01/00 0
6068332 N 10/01/30
0
1997370 227/G02 F 125,400.00 ZZ
360 125,262.49 1
1814 NIGHT SHADOW AVENUE 9.000 1,009.00 70
8.750 1,009.00 179,175.00
LAS VEGAS NV 89031 1 08/30/00 00
0432360675 03 10/01/00 0
1912210 O 09/01/30
0
1997821 163/G02 F 157,500.00 ZZ
360 157,344.44 3
29 LINDEN AVENUE 9.500 1,324.35 90
9.250 1,324.35 175,000.00
EAST ORANGE NJ 07107 1 08/04/00 04
0432236123 05 10/01/00 25
1000229715 N 09/01/30
0
1997920 637/G02 F 108,000.00 ZZ
360 107,830.73 1
9284 WEST ONTARIO DRIVE 9.250 888.49 80
9.000 888.49 135,000.00
LITTLETON CO 80128 1 07/24/00 00
0432238244 09 09/01/00 0
0021295308 O 08/01/30
0
1997932 G92/G02 F 215,500.00 ZZ
360 215,388.28 1
7585 TUPELO COVE 9.250 1,772.87 70
9.000 1,772.87 308,000.00
SAN DIEGO CA 92126 5 09/22/00 00
0432330280 05 11/01/00 0
BELTRAN N 10/01/30
0
1998032 227/G02 F 29,900.00 ZZ
360 29,884.08 1
213 S 28TH AVE 9.125 243.28 60
8.875 243.28 49,900.00
1
EDINBURG TX 78539 1 09/28/00 00
0432371870 05 11/01/00 0
CANTU O 10/01/30
0
1998062 A06/G02 F 40,950.00 ZZ
360 40,930.37 1
9060 TRINITY 9.625 348.08 65
9.375 348.08 63,000.00
DETROIT MI 48228 5 09/22/00 00
0432314110 05 11/01/00 0
0000 N 10/01/30
0
1998199 E47/G02 F 230,400.00 ZZ
360 230,172.44 3
828 830 832 ZENOBIA STREET 9.500 1,937.33 90
9.250 1,937.33 256,000.00
DENVER CO 80204 1 08/22/00 01
0432307627 07 10/01/00 25
7332014546 N 09/01/30
0
1998266 P51/G02 F 69,650.00 ZZ
360 69,584.75 1
2252 ADRIATIC AVENUE 9.750 598.40 70
9.500 598.40 99,500.00
LONG BEACH CA 90810 1 08/17/00 00
0432360337 05 10/01/00 0
69650 N 09/01/30
0
1998521 N94/G02 F 220,500.00 ZZ
360 220,231.90 1
57 HARVEST STREET 8.500 1,695.45 90
8.250 1,695.45 245,000.00
BOSTON MA 02125 1 08/08/00 04
0432245694 05 10/01/00 25
730648 O 09/01/30
0
1998548 G52/G02 F 83,250.00 ZZ
360 83,169.90 2
606 BLACKSON AVE 9.625 707.62 90
9.375 707.62 92,500.00
AUSTIN TX 78752 1 08/17/00 10
0432307841 05 10/01/00 25
MARTINEZ N 09/01/30
0
1
1998664 742/G02 F 76,000.00 ZZ
360 76,000.00 2
219-221 DURSTON AVENUE 9.000 611.51 80
8.750 611.51 95,000.00
SYRACUSE NY 13203 1 10/10/00 00
0432361319 05 12/01/00 0
6141147 N 11/01/30
0
1998768 455/G02 F 57,150.00 ZZ
360 57,100.56 1
5766 HILLSIDE DRIVE 10.125 506.82 90
9.875 506.82 63,500.00
DORAVILLE GA 30340 1 08/29/00 01
0432251619 05 10/01/00 25
09000725 N 09/01/30
0
1998803 T44/G02 F 89,250.00 ZZ
360 89,161.87 1
6824 MOLLISON COURT 9.500 750.46 85
9.250 750.46 105,000.00
CALIFORNIA CITY CA 93505 5 08/18/00 32
0432372084 05 10/01/00 12
571100 O 09/01/30
0
1999093 H37/G02 F 112,000.00 ZZ
360 111,922.92 1
124 NORTH 30TH STREET 7.875 812.08 70
7.625 812.08 160,000.00
CAMP HILL PA 17011 1 09/20/00 00
0432352508 05 11/01/00 0
00243002 O 10/01/30
0
1999291 T44/G02 F 149,000.00 ZZ
360 148,836.61 1
12954 SOUTHWEST BRADLEY LANE 9.000 1,198.89 80
8.750 1,198.89 186,343.00
TIGARD OR 97224 1 08/25/00 00
0432350213 05 10/01/00 0
573594 O 09/01/30
0
1999367 E98/G02 F 92,800.00 ZZ
360 92,751.89 4
1
3824 CHICAGO AVE S 9.250 763.44 80
9.000 763.44 116,000.00
MINNEAPOLIS MN 55416 1 10/03/00 00
0432360857 05 11/01/00 0
8113603071 N 10/01/30
0
1999477 N94/G02 F 117,000.00 ZZ
360 116,884.44 1
17 WOODLAND AVENUE 9.500 983.80 90
9.250 983.80 130,000.00
VERNON CT 06066 1 08/29/00 04
0432344471 05 10/01/00 25
20006846 O 09/01/30
0
1999682 227/G02 F 91,000.00 ZZ
360 90,956.40 2
41-43 FRANKLIN STREET 9.625 773.50 80
9.375 773.50 115,000.00
SOMERSWORTH NH 03878 5 09/29/00 00
0432334233 05 11/01/00 0
1896546 N 10/01/30
0
2000024 624/G02 F 103,050.00 ZZ
360 102,997.96 1
605 SE 5TH STREET 9.375 857.12 90
9.125 857.12 114,500.00
BATTLE GROUND WA 98604 1 09/19/00 10
0432332583 03 11/01/00 30
81700102363F N 10/01/30
0
2000025 M65/G02 F 245,000.00 ZZ
300 245,000.00 1
2284 83RD STREET 9.000 2,056.04 65
8.750 2,056.04 380,000.00
BROOKLYN NY 11214 5 10/06/00 00
0432373199 05 12/01/00 0
2545 O 11/01/25
0
2000036 K81/G02 F 172,900.00 ZZ
360 172,729.23 1
506 WEST COUNTY ROAD 84 9.500 1,453.84 69
9.250 1,453.84 252,000.00
WELLINGTON CO 80549 4 08/24/00 00
0432276517 05 10/01/00 0
1
7001779 O 09/01/30
0
2000073 665/G02 F 62,000.00 ZZ
360 61,935.47 1
385 NORTH 200 WEST 9.250 510.06 80
9.000 510.06 78,000.00
FILLMORE UT 84631 5 08/14/00 00
0432323095 05 10/01/00 0
88000947 O 09/01/30
0
2000097 742/G02 F 83,700.00 ZZ
360 83,619.48 3
6 BALDING AVENUE 9.625 711.44 90
9.375 711.44 93,000.00
POUGHKEEPSIE NY 12601 1 08/29/00 04
0432301133 05 10/01/00 25
121716610 N 09/01/30
0
2000192 742/G02 F 65,000.00 ZZ
360 65,000.00 3
348 MADISON AVENUE 8.750 511.36 80
8.500 511.36 81,500.00
ALBANY NY 12210 1 10/04/00 00
0432345890 05 12/01/00 0
6136071 O 11/01/30
0
2000225 M66/G02 F 168,000.00 ZZ
360 167,815.77 1
1 MILL RACE PLACE 9.000 1,351.77 74
8.750 1,351.77 228,000.00
GLEN MILLS PA 19078 1 08/31/00 00
0432279297 05 10/01/00 0
90200398 O 09/01/30
0
2000394 P01/G02 F 49,600.00 ZZ
360 49,576.85 3
15 TEN BROECK STREET 9.750 426.15 80
9.500 426.15 62,000.00
ALBANY NY 12210 5 09/05/00 00
0432290583 05 11/01/00 0
00002262 N 10/01/30
0
1
2000589 A22/G02 F 129,200.00 ZZ
360 129,200.00 2
84-32 109TH AVENUE 9.250 1,062.90 80
9.000 1,062.90 161,500.00
OZONE PARK NY 11417 1 10/16/00 00
0432352466 05 12/01/00 0
191 N 11/01/30
0
2000613 687/G02 F 78,000.00 ZZ
360 77,955.12 1
8309 CHIPPENHAM LANE 8.750 613.63 77
8.500 613.63 102,000.00
CHARLOTTE NC 28277 1 09/27/00 00
0432324317 09 11/01/00 0
0009060092 O 10/01/30
0
2000683 E45/G02 F 133,200.00 ZZ
360 133,068.44 1
3710 N RUBY 9.500 1,120.02 90
9.250 1,120.02 148,000.00
SCHILLER PARK IL 60176 1 09/01/00 04
0432291300 05 10/01/00 25
203357 O 09/01/30
0
2000689 883/G02 F 208,000.00 ZZ
360 207,892.16 1
4165 SAN YSIDRO WAY 9.250 1,711.17 80
9.000 1,711.17 260,000.00
ROCKLEDGE FL 32955 4 09/07/00 00
0432291276 05 11/01/00 0
05010088 O 10/01/30
0
2000806 B93/G02 F 72,000.00 ZZ
360 71,955.24 1
928 N BROWN AVE 8.375 547.26 80
8.125 547.26 90,000.00
CASA GRANDE AZ 85222 1 09/27/00 00
0432334605 05 11/01/00 0
1100019882 O 10/01/30
0
2000818 742/G02 F 85,950.00 ZZ
360 85,950.00 1
6037 EUREKA ROAD 8.625 668.51 90
8.375 668.51 95,500.00
1
WESTMORELAND NY 13490 1 10/25/00 04
0432382299 05 12/01/00 25
0135479 O 11/01/30
0
2000858 U05/G02 F 200,000.00 ZZ
360 199,769.02 1
162 HERON DRIVE 8.750 1,573.40 80
8.500 1,573.40 250,000.00
PITTSBURG CA 94565 1 08/25/00 00
0432288827 09 10/01/00 0
3060586 O 09/01/30
0
2000859 F27/F27 F 230,000.00 ZZ
360 229,727.44 1
1820 HARVEST GROVE LANE 8.625 1,788.92 80
8.375 1,788.92 290,809.00
PRINCE FREDERIC MD 20678 1 08/04/00 00
218581714 05 10/01/00 0
218581714 O 09/01/30
0
2000864 455/G02 F 176,800.00 ZZ
360 176,698.28 1
755 HIGHMEADE TERRACE 8.750 1,390.89 80
8.500 1,390.89 221,000.00
ALPHARETTA GA 30005 1 09/18/00 00
0432356558 05 11/01/00 0
10001490 O 10/01/30
0
2000929 N46/G02 F 160,000.00 ZZ
360 159,917.05 1
2203 PINE STREET 9.250 1,316.28 64
9.000 1,316.28 250,000.00
NEW ORLEANS LA 70118 1 09/14/00 00
0432353779 05 11/01/00 0
433983644 O 10/01/30
0
2001154 962/G02 F 88,650.00 ZZ
360 88,650.00 1
95 28TH AVENUE NORTH 8.875 705.34 90
8.625 705.34 99,000.00
FARGO ND 58102 1 10/16/00 04
0432356939 05 12/01/00 25
MUELLER N 11/01/30
0
1
2001171 F96/G02 F 165,000.00 ZZ
360 164,819.06 1
185 N SIXTH STREET 9.000 1,327.63 77
8.750 1,327.63 215,000.00
TOWNSHIPOFSADDL NJ 07662 1 08/31/00 00
0432292357 05 10/01/00 0
0002464 O 09/01/30
0
2001184 L96/G02 F 165,520.00 ZZ
360 165,417.12 1
10021 TABOR STREET NO 316 8.375 1,258.07 80
8.125 1,258.07 206,900.00
LOS ANGELES CA 90034 1 09/11/00 00
0432318988 01 11/01/00 0
577038 O 10/01/30
0
2001205 U05/G02 F 206,000.00 ZZ
360 205,878.38 1
1717 MOTT SMITH DRIVE #2301 8.625 1,602.25 80
8.375 1,602.25 257,500.00
HONOLULU HI 96822 1 08/30/00 00
0432372126 06 11/01/00 0
3063704 O 10/01/30
0
2001220 637/G02 F 180,000.00 ZZ
360 179,797.43 2
115-07 107TH AVENUE 8.875 1,432.16 63
8.625 1,432.16 290,000.00
RICHMOND HILL NY 11419 1 08/23/00 00
0432291029 05 10/01/00 0
0013326798 O 09/01/30
0
2001403 286/286 F 52,200.00 ZZ
360 52,118.24 2
1011 & 1013 SPRING AVE 9.625 443.70 90
9.375 443.70 58,000.00
PANAMA CITY FL 32401 1 08/31/00 11
131132 05 10/01/00 25
131132 N 09/01/30
0
3387561 E86/G02 F 98,100.00 ZZ
360 97,627.97 4
1
1733 35 EAST STREET 9.250 807.04 90
9.000 807.04 109,000.00
HONESDALE PA 18431 1 01/14/00 04
0432316982 05 03/01/00 25
55556 N 02/01/30
0
3544059 E86/G02 F 76,500.00 ZZ
360 76,307.84 2
15 NORMAL STREET 10.000 671.34 90
9.750 671.34 85,000.00
YPSILANTI MI 48197 1 05/25/00 11
0432106276 05 07/01/00 25
43000023 N 06/01/30
0
3554239 637/G02 F 75,150.00 ZZ
360 74,983.93 3
606 NORTH MAIN STREET 9.000 604.68 90
8.750 604.68 83,500.00
MEADVILLE PA 16335 1 06/12/00 12
0432349025 05 08/01/00 25
0014561054 N 07/01/30
0
3582291 E45/G02 F 153,000.00 ZZ
360 152,740.76 1
8045 LEE ROAD 240 8.875 1,217.34 76
8.625 1,217.34 202,000.00
PHENIX CITY AL 36870 2 07/12/00 00
0432297703 05 09/01/00 0
58204 O 08/01/30
0
3589493 E45/G02 F 31,500.00 ZZ
360 31,445.24 2
1929 MOORE ST 8.750 247.81 90
8.500 247.81 35,000.00
MACON GA 31204 1 07/12/00 11
0432312965 05 09/01/00 25
82263 N 08/01/30
0
3596671 665/G02 F 89,300.00 ZZ
360 89,097.52 1
2510 COOPERS POST LANE 8.875 710.51 95
8.625 710.51 94,000.00
SUGAR LAND TX 77478 1 07/17/00 01
0432374387 03 09/01/00 30
1
0001241248 O 08/01/30
0
3602909 U05/G02 F 88,500.00 ZZ
360 88,314.34 2
605 RICHVILLE ROAD 9.250 728.07 75
9.000 728.07 118,000.00
STANDISH ME 04084 5 06/29/00 00
0432380004 05 08/01/00 0
3047690 N 07/01/30
0
3607028 E45/G02 F 236,000.00 ZZ
360 235,610.36 1
721 RIVERCHASE LANE 9.000 1,898.91 80
8.750 1,898.91 295,000.00
ALBANY GA 31701 2 07/21/00 00
0432312924 05 09/01/00 0
52162 O 08/01/30
0
3608178 526/526 F 36,000.00 ZZ
360 35,924.50 1
4534 MITCHNER STREET 9.250 296.16 62
9.000 296.16 58,500.00
INDIANAPOLIS IN 46226 1 06/28/00 00
0404579 05 08/01/00 0
0404579 O 07/01/30
0
3628514 G75/G75 F 152,950.00 ZZ
360 152,684.07 1
3655 RUSSELL AVENUE 8.750 1,203.26 95
8.500 1,203.26 161,000.00
CINCINNATI OH 45208 1 07/28/00 14
04110514 05 09/01/00 30
04110514 O 08/01/30
0
3628552 163/G02 F 185,400.00 ZZ
360 185,303.87 3
15 EAST TRANSIT STREET 9.250 1,525.25 90
9.000 1,525.25 206,000.00
PROVIDENCE RI 02906 1 09/07/00 11
0432299469 05 11/01/00 25
1000216041 N 10/01/30
0
1
3660181 E22/G02 F 116,000.00 ZZ
360 115,822.88 1
1531 W. SHERWIN, #2S 9.375 964.83 80
9.125 964.83 145,000.00
CHICAGO IL 60626 1 08/02/00 00
0412058893 01 09/01/00 0
0412058893 O 08/01/30
0
3672898 S18/G02 F 55,000.00 ZZ
360 54,939.56 1
4490 NW 202 STREET 8.990 442.15 74
8.740 442.15 75,000.00
OPA LOCKA FL 33055 5 08/14/00 00
0432364420 05 10/01/00 0
70014 O 09/01/30
0
3684270 964/G02 F 102,400.00 ZZ
360 102,349.64 1
7189 S DURANGO DRIVE 9.500 861.03 90
#312 9.250 861.03 113,800.00
LAS VEGAS NV 89113 1 08/30/00 10
0432302719 01 11/01/00 25
84936 N 10/01/30
0
3685926 T90/G02 F 47,700.00 ZZ
360 47,656.48 1
5668 TULLIS DRIVE 9.875 414.20 90
9.625 414.20 53,000.00
NEW ORLEANS LA 70131 1 08/24/00 12
0432334241 05 10/01/00 25
24105 N 09/01/30
0
3689413 637/G02 F 150,400.00 ZZ
360 150,217.12 1
3722 COUNTRYSIDE LANE 8.500 1,156.45 80
8.250 1,156.45 188,000.00
LONG BEACH CA 90806 5 08/14/00 00
0432316065 05 10/01/00 0
4308847 O 09/01/30
0
3691217 K81/G02 F 150,000.00 ZZ
360 149,911.45 1
1819 SCARBOROUGH DRIVE 8.625 1,166.68 80
8.375 1,166.68 188,000.00
1
FT COLLINS CO 80526 1 09/14/00 00
0432305027 05 11/01/00 0
7001801 O 10/01/30
0
3694455 E23/G02 F 154,400.00 ZZ
360 154,308.84 2
12216 ATHENS WAY 8.625 1,200.91 80
8.375 1,200.91 195,000.00
LOS ANGELES CA 90061 2 09/25/00 00
0432353266 05 11/01/00 0
50509271 O 10/01/30
0
3694677 F34/G02 F 98,700.00 ZZ
360 98,594.55 1
13795 MEADOWBROOK ROAD 9.125 803.06 80
8.875 803.06 123,400.00
WOODBRIDGE VA 22193 1 08/24/00 00
0432358018 05 10/01/00 0
10080013 N 09/01/30
0
3695625 L38/G02 F 73,700.00 ZZ
360 73,700.00 1
14 STEEPLECHASE COURT 8.750 579.80 90
8.500 579.80 82,000.00
FRANKLIN TWSP NJ 08873 1 10/03/00 12
0432335859 01 12/01/00 25
43413 O 11/01/30
0
3697275 U05/G02 F 193,500.00 ZZ
360 193,409.73 4
830 SW 74TH TERRACE 9.750 1,662.46 90
9.500 1,662.46 215,000.00
NORTH LAUDERDAL FL 33068 1 09/22/00 11
0432359206 05 11/01/00 25
3072602 N 10/01/30
0
3700960 624/G02 F 157,600.00 ZZ
360 157,600.00 1
7500 EAST DEER VALLEY ROAD #6 9.000 1,268.09 90
8.750 1,268.09 175,185.00
SCOTTSDALE AZ 85255 1 10/03/00 01
0432352003 05 12/01/00 25
35500300016F O 11/01/30
0
1
3701756 664/G02 F 210,000.00 ZZ
360 209,879.17 1
11416 SMILOFF ROAD 8.750 1,652.08 80
8.500 1,652.08 263,150.00
WHITE MARSH MD 21162 1 09/13/00 00
0432300051 03 11/01/00 0
3421666 O 10/01/30
0
3701875 E22/G02 F 44,000.00 ZZ
360 43,954.20 1
3139 BAINBRIDGE STREET 9.250 361.98 80
9.000 361.98 55,000.00
KENNER LA 70065 5 08/10/00 00
0412075525 05 10/01/00 0
0412075525 O 09/01/30
0
3702131 P01/G02 F 95,200.00 ZZ
360 95,200.00 1
10 TOWNLEY DRIVE 8.750 748.94 80
8.500 748.94 119,000.00
BALLSTON LAKE NY 12019 1 10/02/00 00
0432346047 05 12/01/00 0
00001834 O 11/01/30
0
3707381 U59/G02 F 104,000.00 ZZ
360 103,950.18 2
3416-18 CAPITOL AVENUE 9.625 883.99 80
9.375 883.99 130,000.00
INDIANAPOLIS IN 46208 1 09/27/00 00
0432359743 05 11/01/00 0
800582967 N 10/01/30
0
3713206 742/G02 F 100,800.00 ZZ
360 100,742.01 1
5 LIVE OAK COURT 8.750 792.99 80
8.500 792.99 126,000.00
PENFIELD NY 14526 1 09/26/00 00
0432321727 05 11/01/00 0
3713206 O 10/01/30
0
3713600 369/G02 F 40,800.00 ZZ
240 40,634.82 1
1
123 W MAIN STREET 9.875 390.36 80
9.625 390.36 51,000.00
MILLERSBURG IN 46543 1 07/28/00 00
0432224061 05 09/01/00 0
0072304926 O 08/01/20
0
3713857 H93/G02 F 93,750.00 ZZ
360 93,664.45 1
1019 VILLA PLACE 9.875 814.08 75
9.625 814.08 125,000.00
NASHVILLE TN 37212 5 08/25/00 00
0432322568 05 10/01/00 0
1000003217 O 09/01/30
0
3716891 665/G02 F 236,000.00 ZZ
360 235,860.67 1
1985 MENDOCINO STREET 8.625 1,835.58 80
8.375 1,835.58 295,000.00
SEASIDE CA 93955 1 09/01/00 00
0432329977 05 11/01/00 0
88001633 O 10/01/30
0
3717473 H93/G02 F 36,800.00 ZZ
360 36,766.43 1
118 E. ROBB AVENUE 9.875 319.55 80
9.625 319.55 46,000.00
LIMA OH 45801 1 08/30/00 00
0432333698 05 10/01/00 0
199000378 N 09/01/30
0
3720273 U05/G02 F 92,800.00 ZZ
360 92,747.97 1
10410 FOX HOLLOW 8.875 738.36 80
8.625 738.36 116,000.00
SAN ANTONIO TX 78127 2 09/12/00 00
0432371789 05 11/01/00 0
3060844 O 10/01/30
0
3720875 E23/G02 F 79,300.00 ZZ
360 79,258.89 1
2457 JOHNSTON STREET 9.250 652.38 90
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PERRIS CA 92571 1 09/19/00 10
0432329241 05 11/01/00 25
1
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0
3720927 E45/G02 F 106,800.00 ZZ
360 106,740.12 1
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CARY IL 60013 5 08/30/00 00
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95529 O 10/01/30
0
3723291 918/G02 F 176,795.00 ZZ
360 176,705.72 2
1646 EAST 33RD STREET 9.375 1,470.49 95
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BROOKLYN NY 11234 1 09/26/00 04
0432318681 07 11/01/00 30
16446 O 10/01/30
0
3724360 950/G02 F 118,400.00 ZZ
360 118,340.21 1
550 PIERCE AVENUE SOUTHEAST 9.375 984.79 80
9.125 984.79 148,000.00
RENTON WA 98058 1 09/15/00 00
0432336014 05 11/01/00 0
EW008196 N 10/01/30
0
3725453 A52/G02 F 196,500.00 ZZ
360 196,398.13 1
332 MCCURRY ROAD 9.250 1,616.56 72
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STOCKBRIDGE GA 30281 4 09/19/00 00
0432306413 05 11/01/00 0
11705 O 10/01/30
0
3725570 J53/G02 F 119,000.00 ZZ
360 118,855.31 1
3822 EAST B SHEA 8.500 915.01 80
8.250 915.01 149,000.00
WESLACO TX 78596 1 09/07/00 00
0432360162 05 10/01/00 0
090010644 O 09/01/30
0
1
3726498 E46/G02 F 89,600.00 T
360 89,553.55 1
850 REDBAY TERRACE 9.250 737.12 70
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PORT CHARLOTTE FL 33948 5 09/21/00 00
0432372118 05 11/01/00 0
101132 O 10/01/30
0
3726582 637/G02 F 77,600.00 ZZ
360 77,512.65 1
3603 DAWNWOOD DRIVE 8.875 617.43 80
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SPRING TX 77380 1 08/31/00 00
0432366045 03 10/01/00 0
0021707606 N 09/01/30
0
3727394 K81/G02 F 158,400.00 ZZ
360 158,313.48 1
19582 EAST 46TH AVENUE 9.000 1,274.52 80
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DENVER CO 80249 5 09/14/00 00
0432305142 03 11/01/00 0
7001754 O 10/01/30
0
3728470 M66/G02 F 85,750.00 ZZ
360 85,703.16 2
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KUNKLETOWN PA 18058 1 09/27/00 00
0432323137 05 11/01/00 0
140203 N 10/01/30
0
3729525 U13/G02 F 43,200.00 ZZ
360 43,113.98 3
16 NELSON STREET 9.500 363.25 80
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AUBURN NY 13021 5 06/28/00 00
0432375327 05 08/01/00 0
00056008 N 07/01/30
0
3731732 U59/G02 F 100,000.00 ZZ
360 99,945.26 1
21 MORGAN LANE 8.990 803.91 80
8.740 803.91 125,000.00
1
FARMINGDALE NY 11735 1 10/13/00 00
0432358679 05 11/13/00 0
800525917 N 10/13/30
0
3731903 U05/G02 F 185,300.00 ZZ
360 185,112.13 1
42 EQUESTRAIN DRIVE 9.375 1,541.23 85
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BURLINGTON NJ 08016 1 08/31/00 01
0432310225 05 10/01/00 12
3066377 O 09/01/30
0
3733694 637/G02 F 174,450.00 ZZ
360 172,970.66 1
71 COPELAND HILL ROAD 9.750 1,498.80 78
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HOLDEN MA 04429 5 07/21/00 00
0432341238 05 09/01/00 0
0020418257 O 08/01/30
0
3734922 964/G02 F 204,000.00 ZZ
360 203,873.20 1
580 DOVERLEE DRIVE 8.375 1,550.55 80
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SANTA MARIA CA 93455 1 09/08/00 00
0432295772 05 11/01/00 0
86583 O 10/01/30
0
3735502 664/G02 F 62,000.00 ZZ
360 61,920.65 1
8008 CARDINAL COVE WEST DRIVE 8.250 465.79 56
8.000 465.79 111,000.00
INDIANAPOLIS IN 46256 1 08/31/00 00
0432299303 05 10/01/00 0
0003625530 N 09/01/30
0
3737078 L47/G02 F 58,950.00 ZZ
360 58,896.22 2
1100 ASTOR STREET 9.875 511.89 90
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NORRISTOWN PA 19401 1 08/29/00 19
0432304848 05 10/01/00 25
0020018643 N 09/01/30
0
1
3739280 163/G02 F 195,000.00 ZZ
360 194,797.04 4
760 CONGRESS STREET 9.250 1,604.22 90
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PORTLAND ME 04101 1 09/01/00 11
0432364438 05 10/01/00 25
1000228284 N 09/01/30
0
3739815 E45/G02 F 193,300.00 ZZ
360 193,070.92 1
692 GARMON ROAD 8.625 1,503.47 80
8.375 1,503.47 242,000.00
HIRAM GA 30141 2 08/31/00 00
0432340248 05 10/01/00 0
60159 O 09/01/30
0
3740004 455/G02 F 185,400.00 ZZ
360 185,315.77 1
2524 ALVECOT CIRCLE 9.875 1,609.92 90
9.625 1,609.92 206,000.00
SMYRNA GA 30080 5 09/18/00 01
0432309615 03 11/01/00 25
09000715 O 10/01/30
0
3741361 637/G02 F 76,500.00 ZZ
360 76,394.87 2
5 DOVER STREET 9.875 664.29 90
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HAVERHILL MA 01830 1 07/26/00 14
0432351948 05 09/01/00 25
0018822007 N 08/01/30
0
3741882 T90/G02 F 121,500.00 ZZ
360 121,389.15 4
2108 A,B,C,D WILLOW STREET 9.875 1,055.04 90
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HARVEY LA 70058 1 08/31/00 12
0432378073 05 10/01/00 25
24809 N 09/01/30
0
3743805 H93/G02 F 60,000.00 ZZ
360 59,966.36 4
1
510 W. WASHINGTON ST. 8.875 477.39 80
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LEBANON IN 46052 1 09/06/00 00
0432338838 05 11/01/00 0
HENKALINEKIMBER N 10/01/30
0
3744846 637/G02 F 152,000.00 ZZ
360 151,805.47 2
32-34 ROSA STREET 8.250 1,141.93 80
8.000 1,141.93 190,000.00
HYDE PARK MA 02134 1 09/05/00 00
0432374882 05 10/01/00 0
0021750211 O 09/01/30
0
3745400 E45/G02 F 212,400.00 ZZ
360 212,190.23 4
1970 -76 OAKWOOD DRIVE 9.500 1,785.97 90
9.250 1,785.97 236,000.00
STOCKBRIDGE GA 30281 1 08/31/00 04
0432311058 05 10/01/00 25
96050 N 09/01/30
0
3747105 P34/G02 F 102,900.00 ZZ
360 102,851.99 3
744-748 PINE STREET 9.750 884.07 70
9.500 884.07 147,000.00
CENTRAL FALLS RI 02863 2 09/13/00 00
0432331189 05 11/01/00 0
61463 N 10/01/30
0
3747302 163/G02 F 110,000.00 ZZ
360 109,938.33 1
15 MACINTYRE DRIVE 8.875 875.21 14
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NORTH READING MA 01864 5 09/14/00 00
0432364339 05 11/01/00 0
3217253499 O 10/01/30
0
3747536 163/G02 F 195,000.00 ZZ
360 194,797.04 4
762 CONGRESS STREET 9.250 1,604.22 90
9.000 1,604.22 217,000.00
PORTLAND ME 04101 1 09/01/00 11
0432334399 05 10/01/00 25
1
1000228285 N 09/01/30
0
3748031 A50/A50 F 120,000.00 ZZ
360 119,929.15 1
5 WEST OAK STREET 8.625 933.35 80
8.375 933.35 150,000.00
LUTHERSVILLE GA 30251 2 09/15/00 00
129954 05 11/01/00 0
129954 O 10/01/30
0
3748141 F34/G02 F 95,400.00 ZZ
360 95,300.71 2
1114 NEAL STREET NE 9.250 784.83 90
9.000 784.83 106,000.00
WASHINGTON DC 20002 2 08/31/00 01
0432366276 05 10/01/00 25
23008003 N 09/01/30
0
3750539 637/G02 F 53,450.00 ZZ
360 53,417.61 1
10410 NORTH CAVE CREEK RD 8.500 410.99 90
8.250 410.99 59,400.00
PHOENIX AZ 85020 1 09/01/00 01
0432308138 01 11/01/00 25
0016361784 N 10/01/30
0
3750626 637/G02 F 48,750.00 ZZ
360 48,720.46 1
1816 WEST TUCKEY LANE 8.500 374.85 90
8.250 374.85 54,201.00
PHOENIX AZ 85015 1 09/01/00 01
0432309433 01 11/01/00 25
0016361800 N 10/01/30
0
3751557 664/G02 F 131,250.00 ZZ
360 131,185.43 1
2898 DELTA AVENUE 9.500 1,103.63 75
9.250 1,103.63 175,000.00
LONG BEACH CA 90810 5 09/11/00 00
0432326536 05 11/01/00 0
0003611977 N 10/01/30
0
1
3751655 163/G02 F 111,600.00 ZZ
360 111,535.79 1
21819 SE ASH STREET 8.750 877.96 90
8.500 877.96 124,000.00
GRESHAM OR 97030 1 09/12/00 11
0432362911 05 11/01/00 25
817569817 O 10/01/30
0
3753103 637/G02 F 60,300.00 ZZ
360 60,270.34 2
5472-5474 11TH AVEN. 9.500 507.04 90
#74 9.250 507.04 67,000.00
FORT MYERS FL 33907 1 09/18/00 14
0432308740 05 11/01/00 25
0019107168 N 10/01/30
0
3756085 E45/G02 F 144,450.00 ZZ
360 144,366.89 1
3703 N ORIOLE 8.750 1,136.39 80
8.500 1,136.39 180,600.00
CHICAGO IL 60634 1 09/29/00 00
0432333417 05 11/01/00 0
96638 O 10/01/30
0
3756288 E11/G02 F 88,000.00 ZZ
360 88,000.00 1
3270 E 55TH STREET 9.000 708.07 80
8.750 708.07 110,000.00
MINNEAPOLIS MN 55417 1 10/09/00 00
0432334597 05 12/01/00 0
0002001025128 N 11/01/30
0
3757331 696/G02 F 197,850.00 ZZ
360 197,609.43 1
623 LINSLADE STREET 8.500 1,521.30 75
8.250 1,521.30 263,860.00
GAITHERSBURG MD 20878 1 08/29/00 00
0432346286 03 10/01/00 0
32900057 O 09/01/30
0
3757972 624/G02 F 58,500.00 ZZ
360 58,472.70 2
8210 CITATION AVENUE 9.750 502.61 90
9.500 502.61 65,000.00
1
AUSTIN TX 78719 1 09/12/00 11
0432297562 05 11/01/00 25
82200100053F N 10/01/30
0
3759508 637/G02 F 127,200.00 ZZ
360 127,056.85 1
15020 LAGO DRIVE 8.875 1,012.06 80
8.625 1,012.06 159,000.00
RANCHO MURIETA CA 95683 1 08/23/00 00
0432333664 09 10/01/00 0
0021336201 N 09/01/30
0
3760587 664/G02 F 131,250.00 ZZ
360 131,180.16 2
1330 E. 20TH AVENUE 9.125 1,067.89 70
8.875 1,067.89 187,500.00
EUGENE OR 97403 1 09/06/00 00
0432361798 05 11/01/00 0
0003594611 N 10/01/30
0
3761754 T90/G02 F 80,000.00 ZZ
360 79,953.97 1
231 JENNINGS CIRCLE 8.750 629.36 51
8.500 629.36 159,000.00
TULLAHOMA TN 37388 1 09/08/00 00
0432330785 05 11/01/00 0
24529 O 10/01/30
0
3763234 U05/G02 F 191,200.00 T
360 190,979.19 1
12218 58TH PLACE SOUTH 8.750 1,504.17 80
8.500 1,504.17 239,000.00
SEATTLE WA 98178 1 08/25/00 23
0432293587 05 10/01/00 0
3063796 O 09/01/30
0
3764640 624/G02 F 85,000.00 ZZ
360 84,949.82 1
4120 ASHGROVE WAY 8.625 661.12 74
8.375 661.12 115,000.00
SACRAMENTO CA 95826 2 09/15/00 00
0432320935 05 11/01/00 0
85601800056F O 10/01/30
0
1
3764656 664/G02 F 92,000.00 ZZ
360 91,949.75 1
3035 ALDER STREET 9.000 740.25 79
8.750 740.25 117,500.00
EUGENE OR 97405 1 09/06/00 00
0432346500 05 11/01/00 0
0003594629 N 10/01/30
0
3765147 664/G02 F 156,750.00 ZZ
360 156,651.36 1
8071 SETTLERS COURT 9.250 1,289.55 95
9.000 1,289.55 165,000.00
BYRON IL 61010 2 09/14/00 11
0432312502 05 11/01/00 30
0003626892 O 10/01/30
0
3766534 664/G02 F 158,000.00 ZZ
360 157,911.42 1
12836 SOUTH SILVER PLUME STREE 8.875 1,257.12 73
8.625 1,257.12 218,000.00
PARKER CO 80134 1 09/15/00 00
0432318582 05 11/01/00 0
0003352473 O 10/01/30
0
3766855 K69/G02 F 224,900.00 T
360 224,783.40 1
16125 LAKEVIEW 9.250 1,850.20 75
9.000 1,850.20 299,900.00
UNION PIER MI 49129 1 09/18/00 00
0432304798 05 11/01/00 0
0075011990355 O 10/01/30
0
3767165 H19/G02 F 105,400.00 ZZ
360 105,332.79 1
3620 SOUTH SANDUSKY ROAD 8.250 791.84 85
8.000 791.84 124,000.00
PECK MI 48466 1 09/28/00 10
0432340438 05 11/01/00 12
0010027738 O 10/01/30
0
3767171 637/G02 F 75,950.00 ZZ
360 75,910.63 2
1
120 CORONADO 9.250 624.82 78
9.000 624.82 98,000.00
SAN ANTONIO TX 78228 5 09/15/00 00
0432345437 05 11/01/00 0
0021655394 N 10/01/30
0
3767793 956/G02 F 71,250.00 ZZ
360 71,181.45 1
2110 QUARY AVE SOUTH 9.625 605.62 75
9.375 605.62 95,000.00
LAKE ST CROIX MN 55043 5 08/08/00 00
0432379543 05 10/01/00 0
3510060018 N 09/01/30
0
3767898 637/G02 F 200,000.00 ZZ
360 200,000.00 1
2 WILTON ROAD 8.625 1,555.58 79
8.375 1,555.58 255,000.00
VALLEY STREAM NY 11580 1 10/26/00 00
0432391860 05 12/01/00 0
0013332051 O 11/01/30
0
3767922 637/G02 F 170,500.00 ZZ
360 170,404.41 1
11799 EAST ALASKA AVENUE 8.875 1,356.58 90
8.625 1,356.58 190,000.00
AURORA CO 80012 5 09/12/00 01
0432308781 05 11/01/00 25
0015438641 O 10/01/30
0
3768187 T08/G02 F 40,950.00 ZZ
360 40,911.64 1
5600 NE 7TH STREET 9.750 351.82 90
9.500 351.82 45,500.00
OCALA FL 34470 1 08/18/00 01
0432330611 05 10/01/00 25
11190076 N 09/01/30
0
3768304 T08/G02 F 49,950.00 ZZ
360 49,903.19 1
1655 NE 35TH STREET 9.750 429.15 90
9.500 429.15 55,601.00
OCALA FL 34479 1 08/17/00 10
0432330579 05 10/01/00 25
1
11190075 N 09/01/30
0
3768548 637/G02 F 122,400.00 ZZ
360 122,336.54 1
31052 CALLE ARAGON 9.250 1,006.96 80
9.000 1,006.96 153,000.00
TEMECULA CA 92591 1 09/08/00 00
0432329860 05 11/01/00 0
0019604156 N 10/01/30
0
3768716 F44/G02 F 208,250.00 ZZ
360 208,117.20 1
1345 5TH STREET CIRCLE NW 8.250 1,564.52 85
8.000 1,564.52 245,000.00
HICKORY NC 28601 5 09/21/00 10
0432329068 05 11/01/00 30
215905 O 10/01/30
0
3768790 950/G02 F 60,970.00 ZZ
360 60,937.56 1
10520 CRONINS DRIVE SOUTHWEST 9.125 496.07 67
8.875 496.07 91,000.00
LAKEWOOD WA 98499 1 09/18/00 00
0432342111 05 11/01/00 0
009062 N 10/01/30
0
3769903 N34/G02 F 167,760.00 ZZ
360 167,668.37 1
1133 - 39 S WABASH #202 9.000 1,349.83 80
8.750 1,349.83 209,700.00
CHICAGO IL 60605 1 09/12/00 00
0432302008 08 11/01/00 0
355543450 O 10/01/30
0
3770259 168/168 F 146,000.00 ZZ
360 145,835.70 1
611 MAGNOLIA AVENUE 8.875 1,161.64 75
8.625 1,161.64 195,000.00
FREDERICK MD 21701 2 08/11/00 00
0169598713 05 10/01/00 0
0169598713 O 09/01/30
0
1
3770315 664/G02 F 95,000.00 ZZ
360 94,949.44 1
2 BELLEVUE TERRACE 9.125 772.96 66
8.875 772.96 146,000.00
MAYNARD MA 01754 5 09/15/00 00
0432360741 05 11/01/00 0
0003392198 O 10/01/30
0
3772574 K81/G02 F 108,000.00 ZZ
360 107,937.86 1
1005 F STREET 8.750 849.64 80
8.500 849.64 135,000.00
BAKER CITY OR 97814 1 09/12/00 00
0432371961 05 11/01/00 0
5540101 O 10/01/30
0
3774031 637/G02 F 48,000.00 ZZ
360 47,974.45 1
3954 LORRAINE STREET 9.125 390.55 80
8.875 390.55 60,000.00
BATON ROUGE LA 70805 1 09/12/00 00
0432309565 05 11/01/00 0
0017688516 N 10/01/30
0
3774050 Q41/G02 F 60,450.00 ZZ
360 60,417.83 1
912 SPRINGWOOD DRIVE 9.125 491.84 65
8.875 491.84 93,000.00
LEWISVILLE TX 75067 5 09/19/00 00
0432316586 05 11/01/00 0
30779 N 10/01/30
0
3774707 G13/G02 F 100,000.00 ZZ
360 99,913.50 3
2910 N CENTRAL AVENUE 10.125 886.82 80
9.875 886.82 125,000.00
TAMPA FL 33602 1 08/24/00 00
0432356616 05 10/01/00 0
12157 N 09/01/30
0
3775537 532/G02 F 136,500.00 ZZ
360 136,403.66 1
11744 DORLAND STREET 7.750 977.90 78
7.500 977.90 175,000.00
1
WHITTIER CA 90601 5 09/19/00 00
0432321099 05 11/01/00 0
070191218 O 10/01/30
0
3777244 700/G02 F 119,000.00 ZZ
360 118,933.28 1
1812 PIONEER DRIVE 8.875 946.82 59
8.625 946.82 205,000.00
WEST COVINA CA 91791 2 09/28/00 00
0432345049 05 11/01/00 0
00252825 N 10/01/30
0
3777365 T08/G02 F 50,400.00 ZZ
360 50,376.49 1
704 NW 6TH AVENUE 9.750 433.01 90
9.500 433.01 56,000.00
GAINESVILLE FL 32601 1 09/21/00 10
0432316099 05 11/01/00 25
20080135 N 10/01/30
0
3777484 U05/G02 F 186,300.00 ZZ
360 186,192.82 2
4354 SOUTH 3600 WEST 8.750 1,465.62 90
8.500 1,465.62 207,000.00
WEST VALLEY CIT UT 84119 1 09/15/00 01
0432343200 05 11/01/00 25
3070366 N 10/01/30
0
3778278 956/G02 F 50,000.00 ZZ
360 49,946.58 1
225 OHIO STREET 9.125 406.82 37
8.875 406.82 137,000.00
ASHLAND OR 97520 5 08/16/00 00
0432318996 05 10/01/00 0
1410070128 O 09/01/30
0
3778330 A35/G02 F 236,000.00 ZZ
360 235,845.63 1
788 PINENECK ROAD 8.125 1,752.29 80
7.875 1,752.29 295,200.00
SEAFORD NY 11783 1 09/28/00 00
0432323145 05 11/01/00 0
11006 O 10/01/30
0
1
3779577 637/G02 F 22,400.00 ZZ
360 22,389.54 2
721-723 HUNTER DRIVE 9.750 192.46 70
9.500 192.46 32,000.00
ROCKDALE TX 76567 1 09/20/00 00
0432325926 05 11/01/00 0
0021709571 N 10/01/30
0
3779883 E11/G02 F 72,000.00 ZZ
360 71,964.58 1
1208 E 9TH STREET 9.500 605.42 90
9.250 605.42 80,000.00
MENOMONIE WI 54751 1 09/29/00 10
0432326734 05 11/01/00 25
3177 N 10/01/30
0
3780352 H19/G02 F 179,680.00 ZZ
360 179,581.85 1
921 TRALEE COURT 9.000 1,445.75 80
8.750 1,445.75 224,600.00
GURNEE IL 60031 1 09/27/00 00
0432339208 05 11/01/00 0
0002202521 O 10/01/30
0
3781285 637/G02 F 81,000.00 ZZ
360 80,960.15 1
1668 S. 54TH STREET 9.500 681.10 75
9.250 681.10 108,000.00
TACOMA WA 98405 5 09/14/00 00
0432339018 05 11/01/00 0
0012941282 N 10/01/30
0
3781574 624/G02 F 110,000.00 ZZ
360 109,933.37 1
11 WEST OAK STREET 8.500 845.80 78
8.250 845.80 142,000.00
COLFAX CA 95713 5 09/13/00 00
0432318566 05 11/01/00 0
38100300106F O 10/01/30
0
3782937 664/G02 F 126,000.00 ZZ
360 125,934.67 1
1
95 DUNHAM PLACE 9.250 1,036.58 90
9.000 1,036.58 140,000.00
SOUTHINGTON CT 06489 1 09/29/00 11
0432383198 05 11/01/00 25
0003391943 O 10/01/30
0
3783176 420/G02 F 168,000.00 ZZ
360 167,900.81 1
1384 MATTICE LANE 8.625 1,306.69 80
8.375 1,306.69 210,000.00
ROHNERT PARK CA 94928 1 09/19/00 00
0432342459 05 11/01/00 0
0000455717 N 10/01/30
0
3783274 T86/G02 F 86,500.00 ZZ
360 86,460.70 1
5790 BERG ROAD 9.875 751.12 83
9.625 751.12 105,000.00
ORCHARD PARK NY 14218 5 09/13/00 04
0432310043 05 11/01/00 12
0285 O 10/01/30
0
3783417 H93/G02 F 49,400.00 ZZ
360 49,354.94 1
22859 BAUSERMAN ROAD 9.875 428.96 95
9.625 428.96 52,000.00
EASTON KS 66020 1 08/23/00 10
0432338051 05 10/01/00 30
1000005100 O 09/01/30
0
3783670 E11/G02 F 144,000.00 ZZ
360 143,925.35 1
934 SE 15TH AVENUE 9.250 1,184.65 90
9.000 1,184.65 160,000.00
MINNEAPOLIS MN 55414 1 09/29/00 04
0432316230 05 11/01/00 25
2001025155 N 10/01/30
0
3784174 637/G02 F 75,950.00 ZZ
360 75,910.63 2
126 CORONADO 9.250 624.82 78
9.000 624.82 98,000.00
SAN ANTONIO TX 78228 5 09/15/00 00
0432333052 05 11/01/00 0
1
0021355170 N 10/01/30
0
3784747 637/G02 F 40,000.00 ZZ
360 39,977.57 1
14240 W SHELTON MATLOCK RD 8.875 318.26 33
8.625 318.26 122,000.00
SHELTON WA 98584 5 09/15/00 00
0432325991 27 11/01/00 0
0021083878 O 10/01/30
0
3785216 964/G02 F 164,000.00 ZZ
360 163,898.06 1
19007 109TH STREET COURT EAST 8.375 1,246.52 80
8.125 1,246.52 205,000.00
BONNEY LAKE WA 98390 1 09/16/00 00
0432322329 05 11/01/00 0
86163 O 10/01/30
0
3785233 637/G02 F 157,500.00 ZZ
360 157,409.38 2
858 93RD AVE N 8.750 1,239.06 90
8.500 1,239.06 175,000.00
ST PETERSBURG FL 33702 1 09/18/00 14
0432331650 05 11/01/00 25
0019110170 O 10/01/30
0
3785377 950/G02 F 117,750.00 ZZ
360 117,688.96 1
1113 9TH STREET 9.250 968.70 75
9.000 968.70 157,000.00
ANACORTES WA 98221 5 09/19/00 00
0432329423 05 11/01/00 0
E4008060 N 10/01/30
0
3785648 F60/G02 F 100,000.00 ZZ
360 99,913.35 2
2909 EAST ST BERNARD HIGHWAY 9.750 859.15 80
9.500 859.15 125,000.00
MERAUX LA 70075 1 09/19/00 00
0432300002 05 11/01/00 0
445668 N 10/01/30
0
1
3786146 P34/G02 F 40,500.00 ZZ
360 40,480.08 1
16 HOLLIS STREET 9.500 340.55 90
9.250 340.55 45,000.00
PROVIDENCE RI 02907 1 09/19/00 04
0432351567 05 11/01/00 34
61467 N 10/01/30
0
3786457 637/G02 F 74,400.00 ZZ
360 74,362.42 1
3505 EAST OLIVE AVENUE 9.375 618.83 80
9.125 618.83 93,000.00
FRESNO CA 93702 1 09/27/00 00
0432352565 05 11/01/00 0
0013973698 N 10/01/30
0
3786617 637/G02 F 76,900.00 ZZ
360 76,857.99 1
4663 MONROE STREET 9.000 618.76 80
8.750 618.76 96,150.00
RIVERSIDE CA 92504 1 09/18/00 00
0432335487 05 11/01/00 0
0018215145 N 10/01/30
0
3787178 637/G02 F 57,600.00 ZZ
360 57,571.67 2
5511-5513 SIXTH AVE 9.500 484.33 90
9.250 484.33 64,000.00
FT MYERS FL 33907 1 09/15/00 04
0432309441 05 11/01/00 25
0019107176 N 10/01/30
0
3787638 U59/G02 F 51,200.00 ZZ
360 51,176.73 1
344 RIVER ROAD EAST 9.875 444.60 80
9.625 444.60 64,000.00
MANHEIM NY 13365 5 10/06/00 00
0432357564 05 11/06/00 0
01933800595465 N 10/06/30
0
3787764 E11/G02 F 72,000.00 ZZ
360 71,964.58 1
1410 8TH STREET 9.500 605.42 90
9.250 605.42 80,000.00
1
MENOMONIE WI 54751 1 09/29/00 04
0432318764 05 11/01/00 25
3176 N 10/01/30
0
3789791 964/G02 F 107,800.00 ZZ
360 107,734.69 1
19092 SWALLOW WAY 8.500 828.89 51
8.250 828.89 214,000.00
PENN VALLEY CA 95946 5 09/19/00 00
0432339091 03 11/01/00 0
86766 O 10/01/30
0
3790269 N83/G02 F 110,000.00 ZZ
360 109,935.06 1
1177 EAST BEAR HOLLOW CIRCLE 8.625 855.57 30
8.375 855.57 378,000.00
DRAPER UT 84020 5 09/08/00 00
0432276160 05 11/01/00 0
CHAVEZ O 10/01/30
0
3790397 964/G02 F 89,600.00 ZZ
360 89,548.45 1
3621 CONSTELLATION ROAD 8.750 704.88 80
8.500 704.88 112,000.00
LOMPOC CA 93436 1 09/22/00 00
0432316339 01 11/01/00 0
86400 N 10/01/30
0
3792742 964/G02 F 236,800.00 ZZ
360 236,652.82 1
2243 E TAXIDEA WAY 8.375 1,799.85 80
8.125 1,799.85 296,000.00
PHOENIX AZ 85048 1 09/20/00 00
0432309847 03 11/01/00 0
00360 O 10/01/30
0
3793150 T08/G02 F 35,900.00 T
360 35,880.39 1
2313 PATTY CIRCLE NE 9.000 288.86 80
8.750 288.86 44,900.00
PALM BAY FL 32905 1 09/28/00 00
0432326866 09 11/01/00 0
20090196 O 10/01/30
0
1
3794331 A33/G02 F 144,900.00 ZZ
360 144,834.17 4
3208 LEBANON AVENUE 9.875 1,258.24 90
9.625 1,258.24 161,000.00
ZION IL 60099 1 09/05/00 11
0432330678 05 11/01/00 25
033091100 N 10/01/30
0
3794517 K15/G02 F 193,000.00 ZZ
360 192,876.94 4
1873 MARSHALL AVENUE 8.250 1,449.94 80
8.000 1,449.94 242,000.00
ST PAUL MN 55104 5 09/25/00 00
0432320919 05 11/01/00 0
013105301847 O 10/01/30
0
3795128 964/G02 F 88,550.00 ZZ
360 88,494.97 2
7621 & 7623 SAN SIMEON DRIVE 8.375 673.04 70
8.125 673.04 126,500.00
CITRUS HEIGHTS CA 95610 1 09/20/00 00
0432349892 05 11/01/00 0
87029 N 10/01/30
0
3795324 B28/G02 F 207,648.00 ZZ
360 207,537.49 3
601 SOUTH ALCOTT STREET 9.125 1,689.50 87
8.875 1,689.50 240,000.00
DENVER CO 80219 1 09/08/00 11
0432388593 05 11/01/00 25
0008220005 N 10/01/30
0
3795373 964/G02 F 135,000.00 ZZ
360 134,926.26 4
1647 W YUCCA ST 9.000 1,086.24 90
8.750 1,086.24 151,000.00
PHOENIX AZ 85029 1 09/19/00 01
0432324077 05 11/01/00 25
87388 N 10/01/30
0
3796270 E22/G02 F 161,000.00 ZZ
360 160,916.53 1
1
32812 GALLO LANE, UNIT #008 9.250 1,324.51 90
9.000 1,324.51 178,900.00
WARREN MI 48093 1 09/15/00 01
0412127896 03 11/01/00 25
0412127896 O 10/01/30
0
3796453 E86/G02 F 84,000.00 ZZ
360 83,823.79 2
2921-23 21ST PLACE 9.250 691.05 61
9.000 691.05 138,000.00
NORTH CHICAGO IL 60064 5 07/13/00 00
0432331866 05 09/01/00 0
07001189 N 08/01/30
0
3797288 825/G02 F 100,000.00 T
360 99,943.94 1
100 S PARK AVE 8.875 795.64 64
#104 - E 8.625 795.64 158,500.00
BRECKENRIDGE CO 80424 1 09/29/00 00
0432342194 01 11/01/00 0
10400 O 10/01/30
0
3797343 420/G02 F 220,000.00 ZZ
360 219,876.66 1
8135 PENINSULA DR. 8.875 1,750.42 80
8.625 1,750.42 275,000.00
KELSEYVILLE CA 95451 1 09/19/00 00
0432329415 03 11/01/00 0
000465138 N 10/01/30
0
3797405 637/G02 F 144,000.00 ZZ
360 143,932.81 1
540 JOHN WESLEY DOBBS AV 9.750 1,237.19 80
9.500 1,237.19 180,000.00
ATLANTA GA 30316 5 09/22/00 00
0432327880 05 11/01/00 0
0021812094 N 10/01/30
0
3797465 664/G02 F 57,200.00 ZZ
360 57,173.31 1
1701 BALL STREET 9.750 491.44 68
9.500 491.44 85,000.00
GREENSBORO NC 27401 5 09/19/00 00
0432334449 05 11/01/00 0
1
170494490 O 10/01/30
0
3797856 P67/G02 F 117,000.00 ZZ
360 116,942.45 3
84 MT PLEASANT AVENUE 9.500 983.80 90
9.250 983.80 130,000.00
ROXBURY MA 02119 1 09/25/00 04
0432340255 05 11/01/00 25
0421045 N 10/01/30
0
3798521 936/G02 F 107,500.00 ZZ
360 107,379.02 1
3309 S BLOOMINGTON AVENUE 8.875 855.32 68
8.625 855.32 159,000.00
MINNEAPOLIS MN 55407 5 08/25/00 00
0432306389 05 10/01/00 0
178377335534 O 09/01/30
0
3798662 936/G02 F 50,000.00 ZZ
360 49,440.02 1
27 WIDGEON WAY SW 8.875 397.83 48
8.625 397.83 105,000.00
CARTERSVILLE GA 30120 5 08/17/00 00
0432308096 05 10/01/00 0
177842997310 O 09/01/30
0
3798753 664/G02 F 48,450.00 ZZ
360 48,426.16 1
340 NORTHWAY PARK ROAD 9.500 407.40 85
UNIT 2 9.250 407.40 57,000.00
MACHESNEY PARK IL 61115 2 09/20/00 11
0432325934 01 11/01/00 12
0000066508 N 10/01/30
0
3798861 936/G02 F 104,000.00 ZZ
360 103,860.26 1
35634 32NS AVE S 8.875 827.48 75
8.625 827.48 140,000.00
AUBURN WA 98001 2 08/26/00 00
0432306397 05 10/01/00 0
177232895695 O 09/01/30
0
1
3798964 936/G02 F 120,000.00 ZZ
360 119,868.41 1
127 GARDINER ST 9.000 965.55 69
8.750 965.55 175,000.00
LYNN MA 01905 2 08/24/00 00
0432306801 05 10/01/00 0
179368655677 O 09/01/30
0
3799009 936/G02 F 93,000.00 ZZ
360 92,842.43 1
4401 DIXON DRIVE 8.875 739.95 70
8.625 739.95 133,000.00
SWARTZ CREEK MI 48473 5 08/26/00 00
0432308930 05 10/01/00 0
179831237329 O 09/01/30
0
3799286 601/G02 F 225,000.00 ZZ
360 223,942.24 1
1048 CARR AVE 8.500 1,730.06 75
8.250 1,730.06 303,000.00
AROMAS CA 95004 2 07/11/00 00
0432298263 05 09/01/00 0
60210564 O 08/01/30
0
3799370 076/076 F 63,000.00 ZZ
360 62,694.38 3
130- 140 SPRING ST 9.000 506.91 90
8.750 506.91 70,000.00
KINGSTON NY 12401 1 07/17/00 10
0104931 05 09/01/00 25
0104931 N 08/01/30
0
3799374 076/076 F 202,500.00 ZZ
360 202,300.01 3
4011 W WARWICK AVE 9.500 1,702.73 90
9.250 1,702.73 225,000.00
CHICAGO IL 60641 1 08/09/00 12
0153744 05 10/01/00 25
0153744 O 09/01/30
0
3799375 076/076 F 63,000.00 ZZ
360 62,911.11 2
137 E VIEW DR 9.750 541.27 90
9.500 541.27 70,000.00
1
MEMPHIS TN 38111 1 07/28/00 12
0203245 05 09/01/00 25
0203245 N 08/01/30
0
3799377 076/076 F 224,000.00 ZZ
360 223,778.77 1
43 LUCKS RD 9.500 1,883.51 80
9.250 1,883.51 280,000.00
GREENFIELD PARK NY 12435 1 08/08/00 00
0211974 05 10/01/00 0
0211974 O 09/01/30
0
3799379 076/076 F 150,000.00 ZZ
360 149,734.57 2
1611AB STOKES LN 8.750 1,180.06 79
8.500 1,180.06 190,000.00
NASHVILLE TN 37215 1 08/01/00 00
0214155 05 09/01/00 0
0214155 O 08/01/30
0
3799381 076/076 F 230,800.00 ZZ
360 230,497.04 1
1229 E 425TH ROAD 7 8.125 1,713.68 80
7.875 1,713.68 288,500.00
BOLIVAR MO 65613 2 09/01/00 00
7072599 05 10/01/00 0
7072599 O 09/01/30
0
3799384 076/076 F 153,750.00 ZZ
360 153,589.96 2
3335 W POTOMAC AVENUE 9.250 1,264.87 75
9.000 1,264.87 205,000.00
CHICAGO IL 60651 1 08/21/00 00
2514723 05 10/01/00 0
2514723 O 09/01/30
0
3800131 A33/G02 F 29,700.00 ZZ
360 29,686.14 1
211 NORTH RIDGE ROAD 9.750 255.17 90
9.500 255.17 33,000.00
MUNCIE IN 47304 1 09/22/00 11
0432329795 05 11/01/00 25
035092876 N 10/01/30
0
1
3800663 E23/G02 F 44,000.00 ZZ
360 44,000.00 1
4442 2ND STREET 8.250 330.56 44
8.000 330.56 102,000.00
GUADALUPE CA 93434 5 10/04/00 00
0432336204 05 12/01/00 0
50509853 O 11/01/30
0
3802244 B60/G02 F 151,500.00 ZZ
360 151,410.56 1
1707 WARE AVENUE 8.625 1,178.35 75
8.375 1,178.35 202,000.00
EAST POINT GA 30344 5 09/25/00 00
0432327948 05 11/01/00 0
298565 O 10/01/30
0
3803193 B28/G02 F 54,450.00 ZZ
360 54,421.77 2
525-527 ROSEMONT AVENUE 9.250 447.95 90
9.000 447.95 60,500.00
CINCINNATI OH 45205 1 09/21/00 11
0432305407 05 11/01/00 25
0008290016 N 10/01/30
0
3803666 M66/G02 F 42,250.00 ZZ
360 42,250.00 1
5161 WHITAKER AVE 9.625 359.13 65
9.375 359.13 65,000.00
PHILADELPHIA PA 19124 5 10/05/00 00
0432359586 05 12/01/00 0
92400255 N 11/01/30
0
3803729 709/G02 F 236,250.00 ZZ
360 236,133.79 1
10816 BARKWOOD AVENUE 9.500 1,986.52 75
9.250 1,986.52 315,000.00
LAS VEGAS NV 89144 1 09/21/00 00
0432300028 03 11/01/00 0
490656 O 10/01/30
0
3805095 M79/G02 F 71,400.00 ZZ
360 71,357.84 1
1
5026 N CAMPANA DRIVE 8.625 555.35 51
8.375 555.35 142,000.00
TUCSON AZ 85718 5 09/25/00 00
0432366540 09 11/01/00 0
24844035C O 10/01/30
0
3806087 L16/G02 F 92,700.00 ZZ
360 92,649.26 1
392 SOUTH 300 EAST 8.990 745.22 90
8.740 745.22 103,000.00
MOUNT PLEASANT UT 84647 1 09/28/00 14
0432331957 05 11/01/00 25
0422642 O 10/01/30
0
3806745 637/G02 F 70,000.00 ZZ
360 69,960.75 1
2207 MILLPARK DRIVE 8.875 556.96 80
8.625 556.96 87,500.00
THE WOODLANDS TX 77380 1 09/22/00 00
0432361756 03 11/01/00 0
0021710322 N 10/01/30
0
3807396 624/G02 F 198,400.00 ZZ
360 198,285.86 1
2002 COUNTRY CANYON ROAD 8.750 1,560.81 80
8.500 1,560.81 248,000.00
HACIENDA HEIGHT CA 91745 1 09/13/00 00
0432311579 05 11/01/00 0
35014100023F O 10/01/30
0
3808282 696/G02 F 211,000.00 ZZ
360 210,872.17 1
9069 ARCH HALL ROAD 8.500 1,622.41 70
8.250 1,622.41 302,040.00
LORTON VA 22079 1 09/19/00 00
0432346310 03 11/01/00 0
30100142 O 10/01/30
0
3808685 601/G02 F 102,750.00 ZZ
360 102,637.33 1
703 E 16TH ST 9.000 826.75 75
8.750 826.75 137,000.00
GREELEY CO 80631 5 08/18/00 00
0432380764 05 10/01/00 0
1
60240298 N 09/01/30
0
3809685 E45/G02 F 67,050.00 ZZ
360 67,016.14 4
5010-12 MARDEL AVENUE 9.375 557.69 90
9.125 557.69 75,000.00
SAINT LOUIS MO 63109 1 09/29/00 11
0432308443 05 11/01/00 25
97469 N 10/01/30
0
3810061 168/168 F 157,500.00 ZZ
360 157,411.70 1
1094 THOMPSON DRIVE 8.875 1,253.14 90
8.625 1,253.14 175,000.00
BAY SHORE NY 11706 1 09/13/00 10
0249615843 05 11/01/00 25
0249615843 O 10/01/30
0
3810069 455/G02 F 99,000.00 ZZ
360 98,953.82 4
7200 WEST TC JESTER BOULEVARD 9.750 850.56 90
BLDG #7 9.500 850.56 110,000.00
HOUSTON TX 77088 1 09/27/00 01
0432344505 09 11/01/00 25
30001245 N 10/01/30
0
3810241 637/G02 F 61,600.00 ZZ
360 61,567.22 2
104 BECK ST 9.125 501.20 80
8.875 501.20 77,000.00
FLORENCE TX 76527 1 09/25/00 00
0432321503 05 11/01/00 0
0021679972 N 10/01/30
0
3810371 E45/G02 F 142,000.00 ZZ
360 142,000.00 1
710 LOGAN BOULEVARD 8.250 1,066.80 46
8.000 1,066.80 315,000.00
NORTH NAPLES FL 34119 2 10/02/00 00
0432344893 05 12/01/00 0
97192 O 11/01/30
0
1
3811002 E76/G02 F 164,000.00 ZZ
360 163,898.06 1
2825 GRAPE STREET 8.375 1,246.52 80
8.125 1,246.52 205,000.00
DENVER CO 80207 1 09/27/00 00
0432309151 05 11/01/00 0
S0008034 O 10/01/30
0
3811037 964/G02 F 70,000.00 ZZ
360 70,000.00 1
830 10TH STREET SOUTHWEST 9.250 575.87 54
9.000 575.87 130,000.00
ALBANY OR 97321 5 10/03/00 00
0432328904 05 12/01/00 0
89074 N 11/01/30
0
3811586 637/G02 F 74,750.00 ZZ
360 74,714.19 1
14640 NE 32ND #D15 9.625 635.37 65
9.375 635.37 115,000.00
BELLEVUE WA 98007 5 09/25/00 00
0432343317 01 11/01/00 0
0021085519 N 10/01/30
0
3811889 637/G02 F 124,000.00 ZZ
360 123,922.93 1
4005 DESERT MOUNTAIN DRIVE 8.375 942.49 80
8.125 942.49 155,000.00
PLANO TX 75093 1 10/04/00 00
0432378354 05 11/01/00 0
0021831441 O 10/01/30
0
3812468 L96/G02 F 85,500.00 ZZ
360 85,500.00 1
39204 SAN FRANCISQUITO CANYON 9.250 703.39 90
ROAD 9.000 703.39 95,000.00
SANTA CLARITA A CA 91350 1 10/05/00 10
0432387033 05 12/01/00 25
0422249 N 11/01/30
0
3812633 664/G02 F 65,600.00 ZZ
360 65,563.22 1
3944 ROGERO ROAD 8.875 521.95 80
8.625 521.95 82,000.00
1
JACKSONVILLE FL 32211 1 09/29/00 00
0432356921 05 11/01/00 0
0003672011 N 10/01/30
0
3812640 664/G02 F 76,000.00 ZZ
360 75,963.58 1
6936 SE CRYSTAL SPRINGS BLVD 9.625 646.00 95
9.375 646.00 80,000.00
PORTLAND OR 97206 5 09/22/00 01
0432328821 05 11/01/00 30
0003595451 O 10/01/30
0
3812737 R26/G02 F 102,000.00 ZZ
360 101,942.81 1
719 BERKLEY AVENUE 8.875 811.56 85
8.625 811.56 120,000.00
ALAMOSA CO 81101 5 09/28/00 04
0432333714 05 11/15/00 12
CM1000003598 O 10/15/30
0
3813233 K15/G02 F 83,600.00 ZZ
360 83,559.95 1
502 FAIRVIEW ROAD 9.625 710.59 95
9.375 710.59 88,000.00
LAURENS SC 29360 2 09/25/00 10
0432322790 05 11/01/00 30
002305302263 O 10/01/30
0
3813636 964/G02 F 111,900.00 ZZ
360 111,832.21 1
22050 SW GRAHAMS FERRY ROAD #C 8.500 860.41 80
8.250 860.41 139,900.00
TUALATIN OR 97062 1 09/26/00 00
0432333839 01 11/01/00 0
87632 O 10/01/30
0
3814298 S52/G02 F 162,000.00 ZZ
360 161,909.18 1
1790 EAST 900 SOUTH 8.875 1,288.94 59
8.625 1,288.94 279,000.00
SALT LAKE CITY UT 84108 5 09/19/00 00
0432329803 05 11/01/00 0
1130 O 10/01/30
0
1
3815229 286/286 F 231,000.00 ZZ
360 230,719.13 1
19954 EAST VIA DEL ORO 8.500 1,776.19 80
8.250 1,776.19 290,000.00
QUEEN CREEK AZ 85242 2 08/18/00 00
091747 03 10/01/00 0
091747 O 09/01/30
0
3815283 286/286 F 208,000.00 ZZ
360 207,669.87 1
1511 ROLLING ROAD 8.250 1,562.64 80
8.000 1,562.64 260,000.00
BEL AIR MD 21014 1 08/29/00 00
0000116904 05 10/01/00 0
0000116904 O 09/01/30
0
3815351 286/286 F 214,400.00 ZZ
360 214,152.38 1
1736 ELK RIVER DRIVE 8.750 1,686.69 80
8.500 1,686.69 268,000.00
COLLIERVILLE TN 38017 1 08/31/00 00
0009982558 05 10/01/00 0
0009982558 O 09/01/30
0
3815377 M66/G02 F 91,000.00 ZZ
360 90,954.04 2
391 ARMSTRONG AVENUE 9.375 756.90 70
9.125 756.90 130,000.00
JERSEY CITY NJ 07306 1 09/26/00 00
0432353126 05 11/01/00 0
141127 N 10/01/30
0
3815470 P48/G02 F 49,050.00 ZZ
360 49,028.25 2
726 E 5TH ST 9.990 430.09 90
9.740 430.09 54,500.00
DULUTH MN 55812 1 09/25/00 04
0432306652 05 11/01/00 25
2890FS N 10/01/30
0
3815887 K81/G02 F 139,200.00 ZZ
360 139,115.67 1
1
4532 N CAMINITO CALLADO 8.500 1,070.33 80
8.250 1,070.33 174,000.00
TUCSON AZ 85718 1 09/25/00 00
0432362994 05 11/01/00 0
9002062 O 10/01/30
0
3815897 964/G02 F 70,000.00 T
360 69,957.59 1
11010 SOUTHEAST SALMON STREET 8.500 538.24 45
8.250 538.24 157,000.00
PORTLAND OR 97216 5 09/27/00 00
0432328326 05 11/01/00 0
87807 O 10/01/30
0
3815949 H19/G02 F 41,850.00 ZZ
360 41,828.86 1
12467 COLEEN AVENUE 9.375 348.09 90
9.125 348.09 46,500.00
WARREN MI 48089 1 09/29/00 10
0432339281 05 11/01/00 25
0010034650 N 10/01/30
0
3816396 U59/G02 F 115,200.00 ZZ
360 115,133.72 1
3 AUTUMN RIDGE DRIVE 8.750 906.28 80
8.500 906.28 144,000.00
GLASSBORO NJ 08028 1 09/29/00 00
0432320901 05 11/01/00 0
800623935 O 10/01/30
0
3817087 637/G02 F 160,000.00 ZZ
360 159,905.53 1
200 HILLCREST AVE 8.625 1,244.47 80
8.375 1,244.47 200,000.00
HAWKINSVILLE GA 31036 2 09/29/00 00
0432362960 05 11/01/00 0
0021814215 O 10/01/30
0
3817153 J86/G02 F 213,600.00 ZZ
360 213,486.33 2
46-48 WOODS AVE 9.125 1,737.92 80
8.875 1,737.92 267,000.00
BERGENFIELD NJ 07621 1 09/20/00 00
0432350460 05 11/01/00 0
1
0012276 O 10/01/30
0
3818658 637/G02 F 45,600.00 ZZ
360 45,575.09 2
8721 MANDRINE PLACE 9.000 366.91 80
8.750 366.91 57,000.00
TAMPA FL 33617 1 09/28/00 00
0432352490 05 11/01/00 0
0019113703 O 10/01/30
0
3818735 455/G02 F 172,800.00 T
360 172,800.00 1
1470 COOPERS CREEK ROAD 8.750 1,359.42 80
8.500 1,359.42 216,000.00
SUCHES GA 30572 1 10/06/00 00
0432329274 05 12/01/00 0
090000812 O 11/01/30
0
3818891 168/168 F 36,000.00 ZZ
360 35,981.82 1
618 S WEYANT AVENUE 9.375 299.43 80
9.125 299.43 45,000.00
COLUMBUS OH 43213 1 09/12/00 00
0869312219 05 11/01/00 0
0869312219 N 10/01/30
0
3818997 K15/G02 F 116,900.00 ZZ
360 116,844.00 1
2442 KEYSTONE ROAD 9.625 993.64 90
9.375 993.64 130,000.00
PARMA OH 44134 5 09/26/00 10
0432332468 05 11/01/00 25
028605302330 O 10/01/30
0
3819233 637/G02 F 153,000.00 ZZ
360 152,914.22 3
715 N WAHSATCH AVE 8.875 1,217.34 90
8.625 1,217.34 170,000.00
COLORADO SPRING CO 80903 1 09/28/00 01
0432345379 05 11/01/00 25
0015007313 O 10/01/30
0
1
3819722 624/G02 F 42,400.00 ZZ
360 42,400.00 1
4778 DWIGHT STREET 9.125 344.98 80
8.875 344.98 53,000.00
SAN DIEGO CA 92105 1 10/03/00 00
0432329019 05 12/01/00 0
3709240010 N 11/01/30
0
3819772 227/G02 F 180,000.00 ZZ
360 180,000.00 1
6501 E CANAL POINTE LANE 8.625 1,400.03 80
8.375 1,400.03 225,000.00
FT WAYNE IN 46804 1 10/06/00 00
0432364735 03 12/01/00 0
1897984 O 11/01/30
0
3820132 163/G02 F 204,250.00 ZZ
360 204,135.50 1
200 NORTH ELDORADO AVE 8.875 1,625.10 95
#17 8.625 1,625.10 215,000.00
DANVILLE CA 94526 1 09/25/00 11
0432392488 01 11/01/00 30
817686852 O 10/01/30
0
3820221 637/G02 F 44,100.00 ZZ
360 44,078.87 1
10114 ROYAL ACRES COURT 9.625 374.85 90
9.375 374.85 49,000.00
TAMPA FL 33615 1 09/29/00 10
0432362986 05 11/01/00 25
0019113323 N 10/01/30
0
3820608 U05/G02 F 139,500.00 ZZ
360 139,421.80 2
2104 GRANBERRY DR 8.875 1,109.92 90
8.625 1,109.92 155,000.00
AUSTIN TX 78745 1 10/02/00 11
0432388288 05 11/01/00 25
3072071 N 10/01/30
0
3820905 B65/G02 F 140,400.00 ZZ
360 140,241.98 2
208 & 210 OLENTANGY STREET 8.875 1,117.09 90
8.625 1,117.09 156,000.00
1
COLUMBUS OH 43202 1 08/30/00 04
0432303386 05 10/01/00 25
1732020 N 09/01/30
0
3820964 E86/G02 F 27,200.00 ZZ
360 27,186.97 1
515 NORTH CALHOUN AVENUE 9.625 231.20 80
9.375 231.20 34,000.00
LIBERAL KS 67901 1 10/05/00 00
0432384014 05 11/01/00 0
000081175 N 10/01/30
0
3821862 T44/G02 F 35,200.00 ZZ
360 35,200.00 1
41 FIDDIS AVENUE 9.625 299.20 80
9.375 299.20 44,000.00
PONTIAC MI 48342 5 10/10/00 00
0432349033 05 12/01/00 0
582274 N 11/01/30
0
3822022 624/G02 F 178,500.00 ZZ
360 178,399.93 1
5390 NORTH G STREET 8.875 1,420.23 70
8.625 1,420.23 255,000.00
MERCED CA 95340 2 09/14/00 00
0432299899 05 11/01/00 0
36500301798F O 10/01/30
0
3822044 163/G02 F 137,150.00 ZZ
360 137,075.09 1
708 S CLARKSON 9.000 1,103.54 65
8.750 1,103.54 211,000.00
DENVER CO 80201 5 09/27/00 00
0432372555 05 11/01/00 0
1817600356 N 10/01/30
0
3822060 163/G02 F 86,450.00 ZZ
360 86,402.78 1
691 DEL NORTE STREET 9.000 695.60 65
8.750 695.60 133,000.00
THORNTON CO 80221 5 09/26/00 00
0432365690 05 11/01/00 0
1817600331 N 10/01/30
0
1
3822072 E11/G02 F 132,300.00 ZZ
360 132,233.19 1
8350 NE ABLE STREET 9.375 1,100.40 90
9.125 1,100.40 147,000.00
SPRING LAKE PAR MN 55432 1 10/02/00 12
0432322485 05 11/01/00 25
0009001025317 N 10/01/30
0
3822399 637/G02 F 80,550.00 ZZ
360 80,504.83 1
2115 STRATFORD DRIVE 8.875 640.90 90
8.625 640.90 89,500.00
TEMPLE TX 76502 1 09/28/00 11
0432344620 05 11/01/00 25
0021686035 O 10/01/30
0
3822530 964/G02 F 88,000.00 ZZ
360 87,954.38 4
34 NEDRA COURT 9.250 723.95 80
9.000 723.95 110,000.00
SACRAMENTO CA 95822 1 09/27/00 00
0432358638 03 11/01/00 0
88287 N 10/01/30
0
3823147 E22/G02 F 60,300.00 ZZ
360 60,271.87 2
751 E. TIPTON STREET 9.750 518.07 90
9.500 518.07 67,000.00
HUNTINGTON IN 46750 1 09/25/00 01
0412096059 05 11/01/00 25
0412096059 N 10/01/30
0
3823189 E22/G02 F 39,960.00 ZZ
360 39,941.36 2
4211 SOUTH HUGHES STREET 9.750 343.32 90
9.500 343.32 44,400.00
AMARILLO TX 79110 1 09/25/00 10
0412155459 05 11/01/00 25
0412155459 N 10/01/30
0
3823578 721/G02 F 167,600.00 ZZ
360 167,508.45 1
1
870 STONEBRIDGE LANE 9.000 1,348.55 74
8.750 1,348.55 227,000.00
BUFFALO GROVE IL 60089 2 09/01/00 00
0432298156 05 11/01/00 0
7890640017 O 10/01/30
0
3823706 624/G02 F 67,950.00 ZZ
360 67,916.58 1
3864 FRANKLIN AVENUE 9.500 571.36 90
9.250 571.36 75,500.00
SAN DIEGO CA 92113 1 09/25/00 01
0432333003 05 11/01/00 25
37092400093F N 10/01/30
0
3823752 U05/G02 F 132,300.00 ZZ
360 132,225.83 2
2107 GRANBERRY DRIVE 8.875 1,052.64 90
8.625 1,052.64 147,000.00
AUSTIN TX 78745 1 10/02/00 01
0432388320 05 11/01/00 25
3072064 N 10/01/30
0
3823964 286/286 F 142,000.00 ZZ
360 141,452.60 1
11334 ASHFORD HILLS DRIVE 8.250 1,066.80 80
8.000 1,066.80 177,500.00
SUGAR LAND TX 77478 1 08/31/00 00
09968678 03 10/01/00 0
09968678 O 09/01/30
0
3824199 664/G02 F 112,500.00 ZZ
360 112,446.10 2
226 N INSTITUTE STREET 9.625 956.24 67
9.375 956.24 170,000.00
COLORADO SPRING CO 80903 2 09/29/00 00
0432339034 05 11/01/00 0
0003596160 N 10/01/30
0
3824580 286/286 F 180,000.00 ZZ
360 179,769.65 1
1033 56TH STREET 8.250 1,352.28 80
8.000 1,352.28 225,000.00
OAKLAND CA 94608 1 08/17/00 00
09757906 05 10/01/00 0
1
09757906 O 09/01/30
0
3824846 T44/G02 F 125,900.00 ZZ
360 125,900.00 1
425 SCHOOLHOUSE STREET 9.625 1,070.14 90
9.375 1,070.14 139,900.00
ORTONVILLE MI 48462 1 10/13/00 04
0432341147 05 12/01/00 25
582273 N 11/01/30
0
3825027 H19/G02 F 121,500.00 ZZ
360 121,437.00 1
517 WILLISTON ROAD 9.250 999.56 90
9.000 999.56 135,000.00
WILLISTON VT 05495 1 09/29/00 10
0432366441 05 11/01/00 25
0010034668 O 10/01/30
0
3825371 624/G02 F 227,500.00 ZZ
360 227,500.00 3
13505 MORAINE ROAD 8.625 1,769.47 70
8.375 1,769.47 325,000.00
TRUCKEE CA 96161 1 10/18/00 00
0432382588 05 12/01/00 0
36800500303F N 11/01/30
0
3825480 286/286 F 220,000.00 ZZ
360 219,745.93 1
531 RENAISSANCE DRIVE 8.750 1,730.74 80
8.500 1,730.74 275,000.00
TRACY CA 95376 1 08/25/00 00
09756496 05 10/01/00 0
09756496 O 09/01/30
0
3825520 G51/G02 F 98,000.00 ZZ
360 97,942.15 1
3958 HADDON ROAD 8.625 762.23 64
8.375 762.23 154,000.00
DENVER CO 80205 1 09/29/00 00
0432321719 05 11/01/00 0
NA O 10/01/30
0
1
3825640 637/G02 F 119,950.00 ZZ
360 119,880.99 1
5906 106TH PLACE NE 8.750 943.65 80
8.500 943.65 149,950.00
MARYSVILLE WA 98270 1 09/27/00 00
0432365310 05 11/01/00 0
0021088059 N 10/01/30
0
3826019 U05/G02 F 136,800.00 ZZ
360 136,723.31 2
2109 GRANBERRY DRIVE 8.875 1,088.44 90
8.625 1,088.44 152,000.00
AUSTIN TX 78745 1 10/02/00 01
0432388221 05 11/01/00 25
3072052 N 10/01/30
0
3826747 B23/G02 F 166,500.00 ZZ
360 166,404.20 1
10022 SAN MIGUEL AVENUE 8.750 1,309.86 90
8.500 1,309.86 185,000.00
SOUTH GATE CA 90280 2 09/14/00 04
0432315802 05 11/01/00 25
99001026 O 10/01/30
0
3826795 T86/G02 F 220,500.00 ZZ
360 220,399.82 1
821 NASSAU ROAD 9.875 1,914.71 90
9.625 1,914.71 245,000.00
UNIONDALE NY 11553 1 09/21/00 04
0432338994 05 11/01/00 25
0297 N 10/01/30
0
3826828 455/G02 F 148,000.00 ZZ
360 147,903.18 1
764 HAZELWOOD COURT 8.125 1,098.90 80
7.875 1,098.90 185,000.00
GREEN COVE SPRI FL 32043 5 10/02/00 00
0432374320 05 11/01/00 0
09000804 O 10/01/30
0
3827259 664/G02 F 36,000.00 ZZ
360 35,979.28 1
705 N 7TH AVE 8.750 283.22 90
8.500 283.22 40,000.00
1
KELSO WA 98626 1 09/28/00 11
0432349926 05 11/01/00 25
0003594892 N 10/01/30
0
3827545 E22/G02 F 72,000.00 ZZ
360 71,824.74 1
415 GOLD STREET 9.625 611.99 90
9.375 611.99 80,000.00
DULUTH MN 55812 1 05/12/00 04
0412073975 05 07/01/00 25
0412073975 N 06/01/30
0
3827547 E22/G02 F 157,200.00 ZZ
360 157,111.87 1
11109 RIVERLITE COURT 8.875 1,250.75 80
8.625 1,250.75 196,500.00
RANCHO CORDOVA CA 95670 1 09/08/00 00
0412106262 05 11/01/00 0
0412106262 O 10/01/30
0
3827554 E22/G02 F 37,800.00 ZZ
360 37,777.10 1
4424 COWAN AVENUE 8.500 290.65 90
8.250 290.65 42,000.00
DALLAS TX 75209 1 09/26/00 01
0412133399 05 11/01/00 25
0412133399 N 10/01/30
0
3827557 E22/G02 F 156,750.00 ZZ
360 156,672.90 1
5250 FALLSTON ROAD 9.500 1,318.04 95
9.250 1,318.04 165,000.00
FALLSTON NC 28042 5 09/21/00 10
0412134397 05 11/01/00 30
0412134397 O 10/01/30
0
3827560 E22/G02 F 178,000.00 ZZ
360 177,900.21 1
121 PRIMERA AGUA ROAD 8.875 1,416.25 89
8.625 1,416.25 200,000.00
TIJERAS NM 87059 2 09/21/00 01
0412136624 05 11/01/00 25
0412136624 O 10/01/30
0
1
3827568 E22/G02 F 58,500.00 ZZ
360 58,468.86 1
1847 FORBUS AVE 9.125 475.98 90
8.875 475.98 65,000.00
CINCINNATI OH 45214 1 09/26/00 01
0412146946 05 11/01/00 25
0412146946 N 10/01/30
0
3827572 E22/G02 F 153,000.00 ZZ
360 152,920.68 1
3182 WEST 29TH AVENUE 9.250 1,258.69 90
9.000 1,258.69 170,000.00
DENVER CO 80211 1 09/25/00 01
0412149742 05 11/01/00 25
0412149742 N 10/01/30
0
3827573 E22/G02 F 140,000.00 ZZ
360 139,921.52 2
450 COLCHESTER AVENUE 8.875 1,113.90 85
8.625 1,113.90 165,000.00
BURLINGTON VT 05401 5 09/21/00 04
0412149817 05 11/01/00 12
0412149817 O 10/01/30
0
3827575 E22/G02 F 148,500.00 ZZ
360 148,425.01 3
254-258 HOLLISTER STREET 9.375 1,235.15 90
9.125 1,235.15 165,000.00
STRATFORD CT 06615 1 09/26/00 01
0412150047 05 11/01/00 25
0412150047 N 10/01/30
0
3827735 637/G02 F 130,000.00 ZZ
360 129,845.94 1
6651 DOGRIVER ROAD 8.625 1,011.13 68
8.375 1,011.13 194,000.00
DOUGLASVILLE GA 30135 5 08/25/00 00
0432372639 05 10/01/00 0
0021809934 O 09/01/30
0
3827760 E86/G02 F 14,900.00 ZZ
360 14,876.64 1
1
3645 NORTH 69TH AVENUE #50 9.250 122.58 75
9.000 122.58 19,900.00
PHOENIX AZ 85033 1 07/13/00 00
0432316107 09 09/01/00 0
0000071130 N 08/01/30
0
3828086 286/286 F 183,200.00 ZZ
360 183,089.02 1
21062 GARY DRIVE # 112 8.500 1,408.65 80
8.250 1,408.65 229,000.00
HAYWARD CA 94546 1 09/05/00 00
09758608 03 11/01/00 0
09758608 O 10/01/30
0
3828246 H22/G02 F 192,500.00 ZZ
360 192,500.00 2
14-44 30 DRIVE 8.625 1,497.25 80
8.375 1,497.25 242,500.00
ASTORIA NY 11102 1 10/20/00 00
0432365658 05 12/01/00 0
0008027 O 11/01/30
0
3828393 Q73/G02 F 89,000.00 ZZ
360 88,943.25 1
1065 WORTHINGTON 8.250 668.63 56
8.000 668.63 159,000.00
SOUTHAVEN MS 38671 1 09/29/00 00
0432333458 05 11/01/00 0
2761266 O 10/01/30
0
3828410 F42/G02 F 218,500.00 ZZ
360 218,500.00 2
519 16TH STREET 9.250 1,797.55 95
9.000 1,797.55 230,000.00
UNION CITY NJ 07087 1 10/10/00 12
0432377414 05 12/01/00 30
NJ03647 O 11/01/30
0
3829524 G81/G02 F 70,000.00 ZZ
360 69,957.59 1
14700 SW 57 TERRACE 8.500 538.24 59
8.250 538.24 120,000.00
MIAMI FL 33193 1 09/29/00 00
0432356665 05 11/01/00 0
1
200008085 O 10/01/30
0
3829664 E45/G02 F 169,000.00 ZZ
360 168,894.96 1
3762 NORTH WHIPPOORWILL DR 8.375 1,284.52 79
8.125 1,284.52 215,000.00
DULUTH GA 30096 2 09/29/00 00
0432335511 05 11/01/00 0
97589 O 10/01/30
0
3831344 E22/G02 F 28,000.00 ZZ
360 27,986.94 1
85 NILES HILL ROAD, UNIT # 6 9.750 240.56 80
9.500 240.56 35,000.00
NEW LONDON CT 06320 1 09/27/00 00
0412061475 01 11/01/00 0
0412061475 N 10/01/30
0
3831347 E22/G02 F 81,900.00 ZZ
360 81,700.62 1
1622 WAVERLY AVE 9.625 696.15 90
9.375 696.15 91,000.00
DULUTH MN 55803 1 05/12/00 04
0412074007 05 07/01/00 25
0412074007 N 06/01/30
0
3831351 E22/G02 F 58,950.00 ZZ
360 58,923.22 1
19425 OAK AVENUE 9.875 511.89 90
9.625 511.89 65,500.00
COUNTRY CLUB HI IL 60478 1 09/27/00 04
0412096620 01 11/01/00 25
0412096620 N 10/01/30
0
3831356 E22/G02 F 104,100.00 ZZ
360 104,036.93 1
315 CROWE DRIVE 8.500 800.44 90
8.250 800.44 115,708.00
EULESS TX 76040 1 09/27/00 01
0412107708 07 11/01/00 25
0412107708 N 10/01/30
0
1
3831364 E22/G02 F 27,000.00 ZZ
360 26,986.72 2
1120 KAIGHN AVENUE 9.500 227.03 90
9.250 227.03 30,000.00
CAMDEN NJ 08103 1 09/27/00 01
0412118903 05 11/01/00 25
0412118903 N 10/01/30
0
3831370 E22/G02 F 56,000.00 ZZ
360 55,966.94 1
120 PADRE BLVD #502 8.625 435.56 80
8.375 435.56 70,000.00
SOUTH PADRE ISL TX 78597 1 09/18/00 00
0412128415 08 11/01/00 0
0412128415 O 10/01/30
0
3831381 E22/G02 F 55,500.00 ZZ
360 55,473.42 1
621 ST. ANN ST. 9.625 471.74 75
9.375 471.74 74,000.00
MARRERO LA 70072 5 09/27/00 00
0412136301 05 11/01/00 0
0412136301 N 10/01/30
0
3831390 E22/G02 F 37,850.00 ZZ
360 37,831.39 1
312 SW 44TH STREET 9.500 318.26 75
9.250 318.26 50,500.00
OKLAHOMA CITY OK 73109 2 09/27/00 00
0412143232 05 11/01/00 0
0412143232 N 10/01/30
0
3831394 E22/G02 F 120,000.00 ZZ
360 119,930.96 1
2836 BEACHAM 8.750 944.04 78
8.500 944.04 155,500.00
WATERFORD MI 48329 1 09/28/00 00
0412147381 05 11/01/00 0
0412147381 O 10/01/30
0
3831874 253/253 F 155,000.00 ZZ
360 155,000.00 1
48310 RCR 56C 8.500 1,191.82 42
8.250 1,191.82 375,000.00
1
STEAMBOAT SPRIN CO 80487 5 10/11/00 00
957777 05 12/01/00 0
957777 O 11/01/30
0
3831887 M46/G02 F 116,100.00 ZZ
360 116,036.61 1
3153 KETTLE RIVER COURT 9.000 934.17 90
8.750 934.17 129,000.00
PLANO TX 75025 1 09/18/00 10
0432342707 05 11/01/00 25
6850291 N 10/01/30
0
3832392 E86/G02 F 55,800.00 ZZ
360 55,800.00 1
15732 SOUTH VINE AVENUE 9.250 459.05 90
9.000 459.05 62,000.00
HARVEY IL 60426 1 10/19/00 04
0432383016 05 12/01/00 25
09000537 N 11/01/30
0
3833318 964/G02 F 136,350.00 ZZ
360 136,273.56 1
3045 BRENDA WAY 8.875 1,084.86 90
8.625 1,084.86 151,500.00
CARSON CITY NV 89704 1 09/26/00 11
0432336998 05 11/01/00 25
87613 O 10/01/30
0
3834138 696/G02 F 237,450.00 ZZ
360 237,313.39 1
4 RED CEDAR CIRCLE 8.750 1,868.02 90
8.500 1,868.02 263,835.00
STAFFORD VA 22554 1 09/27/00 12
0432302057 03 11/01/00 25
30100167 O 10/01/30
0
3834194 U05/G02 F 87,300.00 ZZ
360 87,251.06 3
2037 BAINBRIDGE STREET 8.875 694.60 84
8.625 694.60 105,000.00
PHILADELPHIA PA 19146 1 10/02/00 10
0432371979 05 11/01/00 20
3054778 N 10/01/30
0
1
3834624 964/G02 F 101,250.00 ZZ
360 101,190.22 1
118 MUIR CIRCLE 8.625 787.51 75
8.375 787.51 135,000.00
WOODLAND CA 95695 5 09/20/00 00
0432324846 05 11/01/00 0
85043 N 10/01/30
0
3835288 E22/G02 F 21,150.00 ZZ
360 21,136.52 1
1701 CHESTNUT STREET 8.250 158.89 90
8.000 158.89 23,500.00
ABILENE TX 79602 1 09/25/00 01
0412106890 05 11/01/00 25
0412106890 N 10/01/30
0
3835290 E22/G02 F 182,000.00 ZZ
360 181,912.81 1
517 NORTH BECK ROAD 9.625 1,546.98 94
9.375 1,546.98 195,000.00
LINDENHURST IL 60046 1 09/28/00 01
0412114670 05 11/01/00 30
0412114670 O 10/01/30
0
3835291 E22/G02 F 202,500.00 ZZ
360 202,389.39 1
641 205TH AVENUE 9.000 1,629.36 90
8.750 1,629.36 225,000.00
SOMERSET WI 54025 1 09/28/00 01
0412114738 05 11/01/00 25
0412114738 O 10/01/30
0
3835297 E22/G02 F 172,000.00 ZZ
360 171,910.83 1
13838 A LA ESTRADA CALLE 9.250 1,415.00 80
9.000 1,415.00 215,000.00
CORPUS CHRISTI TX 78418 1 09/28/00 00
0412129793 03 11/01/00 0
0412129793 N 10/01/30
0
3835298 E22/G02 F 40,000.00 ZZ
360 39,981.34 1
1
5108 BOOTH ST 9.750 343.66 80
9.500 343.66 50,000.00
KANSAS CITY MO 64129 5 09/21/00 00
0412131039 05 11/01/00 0
0412131039 N 10/01/30
0
3835299 E22/G02 F 127,500.00 ZZ
360 127,430.36 4
3039 GLENMORE AVE 9.000 1,025.89 85
8.750 1,025.89 150,000.00
CINCINNATI OH 45238 1 09/28/00 04
0412131211 05 11/01/00 20
0412131211 N 10/01/30
0
3835301 E22/G02 F 127,500.00 ZZ
360 127,430.36 4
3043 GLENMORE AVE 9.000 1,025.89 85
8.750 1,025.89 150,000.00
CINCINNATI OH 45238 1 09/28/00 01
0412132243 05 11/01/00 20
0412132243 N 10/01/30
0
3835306 E22/G02 F 83,965.00 ZZ
360 83,925.83 2
11209 SELMA DRIVE 9.750 721.39 70
9.500 721.39 119,950.00
AUSTIN TX 78758 1 09/28/00 00
0412137895 05 11/01/00 0
0412137895 N 10/01/30
0
3835307 E22/G02 F 105,400.00 ZZ
360 105,340.91 1
1040 PORT SULLIVAN DRIVE 8.875 838.61 90
8.625 838.61 117,147.00
LITTLE ELM TX 75068 1 09/28/00 01
0412138604 05 11/01/00 25
0412138604 O 10/01/30
0
3835323 E22/G02 F 85,600.00 ZZ
360 85,554.45 1
227 VISTA GRAND CIRCLE 9.125 696.47 80
8.875 696.47 107,000.00
CHARLOTTE NC 28226 1 09/28/00 00
0412153405 05 11/01/00 0
1
0412153405 N 10/01/30
0
3835325 E22/G02 F 117,000.00 ZZ
360 116,932.69 1
10259 WEST FAIR AVENUE UN 8.750 920.44 90
8.500 920.44 130,000.00
LITTLETON CO 80127 1 09/28/00 01
0412154361 09 11/01/00 25
0412154361 O 10/01/30
0
3835327 E22/G02 F 132,200.00 ZZ
360 132,123.94 1
188 PARK ROAD NORTH 8.750 1,040.02 80
8.500 1,040.02 165,307.00
ROYAL PALM BEAC FL 33411 1 09/28/00 00
0412154916 03 11/01/00 0
0412154916 O 10/01/30
0
3835337 E22/G02 F 140,000.00 ZZ
360 139,912.98 1
6710 FARM TO MARKET ROAD 8.375 1,064.10 80
8.125 1,064.10 175,000.00
WHITEFISH MT 59937 1 09/28/00 00
0412160210 05 11/01/00 0
0412160210 O 10/01/30
0
3835340 E22/G02 F 67,500.00 ZZ
360 67,461.17 1
5641 NORTH AFTON PARKWAY 8.750 531.02 90
8.500 531.02 75,000.00
BATON ROUGE LA 70806 1 09/28/00 01
0412160830 05 11/01/00 25
0412160830 O 10/01/30
0
3835342 E22/G02 F 26,400.00 ZZ
360 26,387.01 1
8655 PAINTED TEEPEE DRIVE 9.500 221.99 80
9.250 221.99 33,000.00
SAN ANTONIO TX 78242 1 09/27/00 00
0412163479 05 11/01/00 0
0412163479 N 10/01/30
0
1
3835523 E86/G02 F 155,700.00 ZZ
360 155,625.41 1
13829 SHADY LANE 9.625 1,323.43 90
9.375 1,323.43 173,000.00
LOCKPORT IL 60441 1 09/15/00 10
0432310035 05 11/01/00 25
09000429 O 10/01/30
0
3835526 637/G02 F 53,550.00 ZZ
360 53,550.00 1
12 ANTONIO CHAVEZ LOOP 9.625 455.17 85
9.375 455.17 63,000.00
JARALES NM 87023 1 10/04/00 11
0432363224 04 12/01/00 12
0021661285 O 11/01/30
0
3835918 822/G02 F 78,000.00 ZZ
360 77,912.20 3
341-343 BROAD STREET 8.875 620.61 65
8.625 620.61 120,000.00
CUMBERLAND RI 02864 5 08/30/00 00
0432329613 05 10/01/00 0
3786002061 N 09/01/30
0
3836283 637/G02 F 100,700.00 ZZ
360 100,650.47 3
49 SOUTH ST 9.500 846.74 95
9.250 846.74 106,000.00
WORCESTER MA 01604 1 10/03/00 14
0432362895 05 11/01/00 30
0021750328 O 10/01/30
0
3836498 637/G02 F 98,100.00 ZZ
360 98,053.00 4
12031 PROVINCE PLACE 9.625 833.84 90
9.375 833.84 109,000.00
BATON ROUGE LA 70816 1 10/02/00 11
0432360634 05 11/01/00 25
0017689431 N 10/01/30
0
3836756 163/G02 F 147,950.00 ZZ
360 147,950.00 1
2004 WILLAMETTE VIEW COURT 8.250 1,111.50 80
8.000 1,111.50 184,990.00
1
WEST LINN OR 97068 1 10/10/00 00
0432390615 05 12/01/00 0
817613805 O 11/01/30
0
3837432 950/G02 F 127,200.00 ZZ
360 127,128.69 1
19705 VALLEY LANE 8.875 1,012.06 80
8.625 1,012.06 159,000.00
REDDING CA 96002 5 09/14/00 00
0432326718 05 11/01/00 0
A5008025 O 10/01/30
0
3837702 253/253 F 117,500.00 ZZ
360 117,432.39 4
11117 SENAC PL NE 8.750 924.38 77
8.500 924.38 153,000.00
ALBUQUERQUE NM 87123 2 09/21/00 00
957060 05 11/01/00 0
957060 N 10/01/30
0
3837737 637/G02 F 33,600.00 ZZ
360 33,583.90 1
191 LEDGE ST 9.625 285.60 80
9.375 285.60 42,000.00
PROVIDENCE RI 02908 1 10/06/00 00
0432365708 05 11/01/00 0
0021752449 N 10/01/30
0
3837751 E82/G02 F 96,000.00 ZZ
360 95,944.77 1
230 PEARL STREET 8.750 755.23 80
8.500 755.23 120,000.00
ENFIELD CT 06082 1 09/29/00 00
0400325114 05 11/01/00 0
0400325114 O 10/01/30
0
3837766 E82/G02 F 153,000.00 ZZ
360 152,916.43 1
72 ROUTE 627 9.000 1,231.07 85
8.750 1,231.07 180,000.00
POHATCONG NJ 08865 1 09/26/00 04
0400304176 05 11/01/00 12
0400304176 O 10/01/30
0
1
3838601 664/G02 F 133,500.00 ZZ
360 133,361.03 1
7 WHEATON DRIVE 9.250 1,098.28 77
9.000 1,098.28 175,000.00
NASHUA NH 03063 1 09/01/00 00
0432305423 05 10/01/00 0
0003391620 O 09/01/30
0
3838975 076/076 F 87,150.00 ZZ
360 86,892.23 1
1158 N 90TH PLACE 8.750 685.61 76
8.500 685.61 115,825.00
MESA AZ 85207 1 08/21/00 00
0104854 05 10/01/00 0
0104854 N 09/01/30
0
3838978 076/076 F 27,900.00 ZZ
360 27,873.87 1
1216 SHIRLEY ROAD 9.750 239.70 90
9.500 239.70 31,000.00
LYNCHBURG VA 24502 1 08/21/00 10
0398591 05 10/01/00 25
0398591 N 09/01/30
0
3838979 076/076 F 65,000.00 ZZ
360 64,932.34 1
6085 NORTH BAY 9.250 534.74 40
9.000 534.74 165,500.00
CLARKSTON MI 48346 1 08/10/00 00
2230085 05 10/01/00 0
2230085 O 09/01/30
0
3838980 076/076 F 86,500.00 ZZ
360 86,418.95 4
101,103,115,117 SPRING ST 9.750 743.17 70
9.500 743.17 125,000.00
ELDRIDGE IA 52748 5 08/31/00 00
2231135 05 10/01/00 0
2231135 N 09/01/30
0
3838982 076/076 F 100,400.00 ZZ
360 100,295.50 1
1
4412 MOUNT OLIVE CHURCH ROAD 9.250 825.97 80
9.000 825.97 125,500.00
CHARLOTTE NC 28278 1 09/01/00 00
2263685 05 10/01/00 0
2263685 O 09/01/30
0
3838983 076/076 F 137,600.00 ZZ
360 137,509.99 1
2914 HERMITAGE BOULEVARD 8.125 1,021.68 80
7.875 1,021.68 172,000.00
VENICE FL 34292 1 09/01/00 00
2273309 05 11/01/00 0
2273309 O 10/01/30
0
3838984 076/076 F 80,000.00 ZZ
360 79,952.77 1
90 ROOSEVELT AVENUE 8.625 622.23 76
8.375 622.23 106,000.00
WEST HAVEN CT 06516 2 09/15/00 00
2277267 05 11/01/00 0
2277267 O 10/01/30
0
3838985 076/076 F 72,800.00 ZZ
360 72,720.16 1
238 SOUTH CUMBERLAND 9.000 585.77 80
8.750 585.77 91,000.00
RUSSELLVILLE AR 72801 1 08/24/00 00
2344257 05 10/01/00 0
2344257 O 09/01/30
0
3838986 076/076 F 70,000.00 ZZ
360 69,958.68 1
204 VIEW POINTE LANE 8.625 544.45 56
8.375 544.45 125,000.00
LAGRANGE GA 30241 5 09/05/00 00
2513798 05 11/01/00 0
2513798 O 10/01/30
0
3838988 076/076 F 148,000.00 ZZ
360 147,824.61 1
919 ST FRANCIS STREET 8.625 1,151.13 80
8.375 1,151.13 185,000.00
RAPID CITY SD 57701 1 09/01/00 00
7061078 05 10/01/00 0
1
7061078 O 09/01/30
0
3838989 076/076 F 96,000.00 ZZ
360 95,894.73 1
110 EWING ROAD 9.000 772.44 75
8.750 772.44 128,000.00
NORTH KINGSTOWN RI 02852 1 08/30/00 00
7072823 05 10/01/00 0
7072823 O 09/01/30
0
3838990 076/076 F 91,000.00 ZZ
360 90,883.56 1
1343 & 1345 KIMBRO AVE 8.250 683.65 80
8.000 683.65 115,000.00
MURFREESBORO TN 37128 2 08/31/00 00
7098602 05 10/01/00 0
7098602 N 09/01/30
0
3838991 076/076 F 125,000.00 ZZ
360 124,935.19 1
21 SWAN DRIVE 9.250 1,028.35 56
9.000 1,028.35 225,000.00
NOTTINGHAM NH 03290 2 08/31/00 00
7100203 05 11/01/00 0
7100203 O 10/01/30
0
3838992 076/076 F 150,000.00 ZZ
360 149,926.22 4
207 LYDIA DRIVE 9.500 1,261.28 90
9.250 1,261.28 167,000.00
KILLEEN TX 76549 1 09/12/00 12
9887157 05 11/01/00 25
9887157 N 10/01/30
0
3839261 964/G02 F 200,000.00 ZZ
360 199,875.68 1
10201 OWL'S PEAK COURT 8.375 1,520.15 55
8.125 1,520.15 366,233.00
LAS VEGAS NV 89144 5 09/25/00 00
0432324507 05 11/01/00 0
86992 O 10/01/30
0
1
3840135 E22/G02 F 110,150.00 ZZ
360 110,086.63 1
1636 SANDALWOOD DRIVE 8.750 866.55 80
8.500 866.55 137,715.00
GRAND PRAIRIE TX 75052 1 09/29/00 00
0412018202 05 11/01/00 0
0412018202 O 10/01/30
0
3840139 E22/G02 F 42,200.00 ZZ
360 42,156.07 1
1759 BARROWS 9.250 347.17 90
9.000 347.17 46,900.00
TOLEDO OH 43613 1 08/25/00 01
0412090052 05 10/01/00 25
0412090052 N 09/01/30
0
3840142 E22/G02 F 70,000.00 ZZ
360 69,960.76 1
910 FOX ROAD 8.875 556.95 30
8.625 556.95 241,000.00
MILLSAP TX 76066 5 09/25/00 00
0412101560 05 11/01/00 0
0412101560 O 10/01/30
0
3840143 E22/G02 F 110,700.00 ZZ
360 110,634.65 1
532 CRYSTAL CREEK LANE 8.625 861.01 76
8.375 861.01 146,500.00
WHITTIER NC 28789 2 09/25/00 00
0412104747 05 11/01/00 0
0412104747 O 10/01/30
0
3840151 E22/G02 F 228,000.00 ZZ
360 227,890.77 1
874 WEST STREET 9.625 1,937.98 92
9.375 1,937.98 250,000.00
MANSFIELD MA 02048 2 09/25/00 04
0412115339 05 11/01/00 30
0412115339 O 10/01/30
0
3840152 E22/G02 F 63,000.00 ZZ
360 62,968.19 1
824 NORTH PIERCE ROAD 9.375 524.00 90
9.125 524.00 70,000.00
1
SPOKANE WA 99206 1 09/25/00 11
0412116162 05 11/01/00 25
0412116162 N 10/01/30
0
3840154 E22/G02 F 110,550.00 ZZ
360 110,492.69 3
261, 263, 265 NE 40 ST 9.250 909.47 80
9.000 909.47 138,200.00
OAKLAND PARK FL 33334 1 09/07/00 00
0412117442 05 11/01/00 0
0412117442 O 10/01/30
0
3840155 E22/G02 F 119,050.00 ZZ
360 118,984.98 1
5036 WISTFUL VISTA DRIVE 9.000 957.90 80
8.750 957.90 148,835.00
WEST DES MOINES IA 50265 1 09/29/00 00
0412119034 05 11/01/00 0
0412119034 O 10/01/30
0
3840161 E22/G02 F 41,650.00 ZZ
360 41,630.57 1
4936 MOUNT VERNON DRIVE 9.750 357.84 85
9.500 357.84 49,000.00
FORT WAYNE IN 46806 5 09/25/00 01
0412126914 05 11/01/00 12
0412126914 O 10/01/30
0
3840168 E22/G02 F 61,650.00 ZZ
360 61,617.20 2
1600 LASALLE STREET 9.125 501.60 90
8.875 501.60 68,500.00
RACINE WI 53402 1 09/29/00 01
0412137416 05 11/01/00 25
0412137416 N 10/01/30
0
3840169 E22/G02 F 61,650.00 ZZ
360 61,617.20 2
1534 LASALLE STREET 9.125 501.60 90
8.875 501.60 68,500.00
RACINE WI 53402 1 09/29/00 04
0412138109 05 11/01/00 25
0412138109 N 10/01/30
0
1
3840175 E22/G02 F 190,000.00 ZZ
360 189,887.83 1
31311 CALLE VILLA CLARA 8.625 1,477.80 66
8.375 1,477.80 288,575.00
SAN JUAN CAPIST CA 92675 1 09/26/00 00
0412140014 03 11/01/00 0
0412140014 N 10/01/30
0
3840176 E22/G02 F 168,200.00 ZZ
360 168,110.49 1
7452 TURKEY ROCK ROAD 9.125 1,368.53 80
8.875 1,368.53 212,201.00
LITTLETON CO 80125 1 09/29/00 00
0412140717 03 11/01/00 0
0412140717 O 10/01/30
0
3840177 E22/G02 F 55,000.00 ZZ
360 54,972.95 1
1326 RIDGEWOOD DRIVE 9.500 462.47 69
9.250 462.47 80,000.00
MOBILE AL 36608 5 09/29/00 00
0412141301 05 11/01/00 0
0412141301 N 10/01/30
0
3840181 E22/G02 F 104,000.00 ZZ
360 103,943.19 2
1064-66 WAYBURN 9.000 836.81 80
8.750 836.81 130,000.00
GROSSE POINTE P MI 48230 1 09/29/00 00
0412143448 05 11/01/00 0
0412143448 N 10/01/30
0
3840184 E22/G02 F 98,100.00 ZZ
360 98,051.75 4
3560 S. LYNN STREET 9.500 824.88 90
9.250 824.88 109,000.00
INDEPENDENCE MO 64131 1 09/29/00 10
0412144222 05 11/01/00 25
0412144222 N 10/01/30
0
3840186 E22/G02 F 233,000.00 ZZ
360 232,876.01 1
1
706 RAMBLETON DRIVE 9.125 1,895.76 90
8.875 1,895.76 259,000.00
VACAVILLE CA 95688 1 09/26/00 01
0412148223 05 11/01/00 25
0412148223 O 10/01/30
0
3840189 E22/G02 F 178,200.00 ZZ
360 178,119.04 4
3019 PROSPECT AVENUE 9.875 1,547.40 90
9.625 1,547.40 198,000.00
HOUSTON TX 77004 1 09/29/00 10
0412148686 05 11/01/00 25
0412148686 N 10/01/30
0
3840192 E22/G02 F 60,400.00 ZZ
360 60,367.86 1
383 SCHOOL ROAD 9.125 491.43 80
8.875 491.43 75,500.00
ASHEVILLE NC 28803 2 09/29/00 00
0412149700 05 11/01/00 0
0412149700 N 10/01/30
0
3840195 E22/G02 F 179,650.00 ZZ
360 179,543.93 1
24211 231ST PLACE SE 8.625 1,397.30 80
8.375 1,397.30 224,580.00
MAPLE VALLEY WA 98038 1 09/18/00 00
0412150468 03 11/01/00 0
0412150468 O 10/01/30
0
3840196 E22/G02 F 139,500.00 ZZ
360 139,413.29 1
6301 OAK GROVE ROAD 8.375 1,060.30 90
8.125 1,060.30 155,000.00
KANSAS CITY KS 66106 2 09/25/00 01
0412151078 05 11/01/00 25
0412151078 O 10/01/30
0
3840197 E22/G02 F 54,400.00 ZZ
360 54,371.05 1
364 STATE STREET 9.125 442.62 80
8.875 442.62 68,000.00
ASHEVILLE NC 28806 2 09/29/00 00
0412151185 05 11/01/00 0
1
0412151185 N 10/01/30
0
3840202 E22/G02 F 164,800.00 ZZ
360 164,716.78 1
3435 SCENIC HILLS DRIVE 9.375 1,370.72 80
9.125 1,370.72 206,000.00
WILLIAMSBURG MI 49690 5 09/25/00 00
0412152159 05 11/01/00 0
0412152159 O 10/01/30
0
3840207 E22/G02 F 70,800.00 ZZ
360 70,760.30 1
500 E. RIVERSIDE DRIVE, #116 8.875 563.32 80
8.625 563.32 88,500.00
AUSTIN TX 78704 1 09/29/00 00
0412153983 01 11/01/00 0
0412153983 N 10/01/30
0
3840208 E22/G02 F 167,000.00 ZZ
360 166,906.37 1
1872 NE 198TH TERRACE 8.875 1,328.73 78
8.625 1,328.73 215,000.00
N MIAMI BEACH FL 33179 5 09/25/00 00
0412154171 05 11/01/00 0
0412154171 O 10/01/30
0
3840210 E22/G02 F 53,000.00 ZZ
360 52,967.06 1
33 SUNSET LANE 8.375 402.84 67
8.125 402.84 80,000.00
HANCOCK MN 56244 1 09/29/00 00
0412154387 05 11/01/00 0
0412154387 O 10/01/30
0
3840217 E22/G02 F 108,400.00 T
360 108,339.23 1
11134 BEAVER BLUFF ROAD 8.875 862.48 80
8.625 862.48 135,500.00
BOGALUSA LA 70451 1 09/29/00 00
0412155632 05 11/01/00 0
0412155632 O 10/01/30
0
1
3840219 E22/G02 F 115,000.00 ZZ
360 114,930.33 1
713 WHITE ASH ROAD 8.500 884.25 80
8.250 884.25 145,000.00
DESOTO TX 75115 1 09/26/00 00
0412155657 05 11/01/00 0
0412155657 O 10/01/30
0
3840227 E22/G02 F 50,150.00 ZZ
360 50,124.00 1
4930 NW 55 COURT 9.250 412.57 85
9.000 412.57 59,000.00
TAMARAC FL 33319 1 09/29/00 01
0412157869 05 11/01/00 12
0412157869 O 10/01/30
0
3840229 E22/G02 F 105,600.00 ZZ
360 105,532.66 2
9484 SUN COURT 8.250 793.34 80
8.000 793.34 132,000.00
LAKE PARK FL 33403 1 09/27/00 00
0412158123 05 11/01/00 0
0412158123 O 10/01/30
0
3840230 E22/G02 F 93,750.00 ZZ
360 93,697.44 1
1715 TRUDELL COURT SE 8.875 745.92 75
8.625 745.92 125,000.00
ALBANY OR 97321 2 09/27/00 00
0412158651 05 11/01/00 0
0412158651 N 10/01/30
0
3840238 E22/G02 F 103,500.00 ZZ
360 103,444.92 1
113 E SCHREIBER STREET 9.125 842.11 90
8.875 842.11 115,000.00
GARLAND TX 75040 1 09/29/00 01
0412160871 05 11/01/00 25
0412160871 O 10/01/30
0
3840239 E22/G02 F 67,200.00 ZZ
360 67,162.33 1
1031 LONDONDERRY DRIVE 8.875 534.67 80
8.625 534.67 84,000.00
1
VANDALIA OH 45377 1 09/29/00 00
0412161259 05 11/01/00 0
0412161259 O 10/01/30
0
3840241 E22/G02 F 148,400.00 ZZ
360 148,321.03 1
1750 EIGHTH STREET 9.125 1,207.43 80
8.875 1,207.43 185,500.00
CHAMBLEE GA 30341 1 09/29/00 00
0412162059 05 11/01/00 0
0412162059 N 10/01/30
0
3840242 E22/G02 F 172,175.00 ZZ
360 172,070.69 1
17343 156TH STREET SOUTHEAST 8.500 1,323.88 90
8.250 1,323.88 192,175.00
MONROE WA 98272 1 09/26/00 04
0412162497 03 11/01/00 25
0412162497 O 10/01/30
0
3840246 E22/G02 F 93,600.00 ZZ
360 93,553.96 4
1015 W. 13TH STREET 9.500 787.04 90
9.250 787.04 104,000.00
PUEBLO CO 81003 1 09/29/00 01
0412163776 05 11/01/00 25
0412163776 N 10/01/30
0
3840248 E22/G02 F 107,200.00 ZZ
360 107,145.86 1
2503 MELROSE DR 9.375 891.64 80
9.125 891.64 134,000.00
CHAMPAIGN IL 61820 1 09/29/00 00
0412164444 05 11/01/00 0
0412164444 N 10/01/30
0
3840249 E22/G02 F 141,000.00 ZZ
360 140,914.58 1
41901 DRIVER LANE 8.500 1,084.17 75
8.250 1,084.17 188,000.00
TEMECULA CA 92591 1 09/26/00 00
0412165243 03 11/01/00 0
0412165243 N 10/01/30
0
1
3840253 E22/G02 F 116,150.00 ZZ
360 116,086.56 1
3209 19TH STREET SOUTH 9.000 934.57 90
8.750 934.57 129,100.00
ST. CLOUD MN 56301 1 09/29/00 01
0412166233 05 11/01/00 25
0412166233 O 10/01/30
0
3840254 E22/G02 F 208,000.00 ZZ
360 207,889.31 1
3705 PINE LAWN DRIVE 9.125 1,692.36 80
8.875 1,692.36 260,000.00
PEARLAND TX 77581 1 09/29/00 00
0412168270 03 11/01/00 0
0412168270 O 10/01/30
0
3840257 E22/G02 F 236,000.00 ZZ
360 235,871.09 1
125 FAWN HOLLOW DRIVE 9.000 1,898.91 80
8.750 1,898.91 295,000.00
ARGYLE TX 76226 1 09/29/00 00
0412169575 05 11/01/00 0
0412169575 O 10/01/30
0
3840800 E23/G02 F 208,050.00 ZZ
360 208,050.00 2
2204 - 2206 NE 9TH AVENUE 8.625 1,618.19 90
8.375 1,618.19 231,200.00
PORTLAND OR 97212 1 10/04/00 04
0432349454 05 12/01/00 25
70502671 O 11/01/30
0
3840807 637/G02 F 129,600.00 ZZ
360 129,525.43 1
514 DUCK PUDDLE ROAD 8.750 1,019.57 80
8.500 1,019.57 162,000.00
WALDOBORO ME 04572 1 09/15/00 00
0432371813 05 11/01/00 0
0020418968 O 10/01/30
0
3840835 637/G02 F 176,250.00 ZZ
360 176,163.30 1
1
68 LAKE VIEW DRIVE 9.500 1,482.01 75
9.250 1,482.01 235,000.00
BREWSTER NY 10509 1 10/06/00 00
0432371904 05 11/01/00 0
0019187558 O 10/01/30
0
3841001 168/168 F 55,000.00 ZZ
360 54,972.95 2
471 BROOKS AVENUE 9.500 462.47 85
9.250 462.47 65,000.00
ROCHESTER NY 14619 5 09/22/00 04
0189638516 05 11/01/00 20
0189638516 N 10/01/30
0
3842322 637/G02 F 103,500.00 ZZ
360 103,500.00 1
7630 LAGO DEL MAR 9.000 832.79 88
8.750 832.79 118,000.00
BOCA RATON FL 33434 5 10/11/00 10
0432385748 01 12/01/00 25
0019114149 O 11/01/30
0
3842630 737/G02 F 80,750.00 ZZ
360 80,750.00 1
2517 OMAHA ROAD SOUTHWEST 9.000 649.73 85
8.750 649.73 95,000.00
ATLANTA GA 30331 5 10/06/00 01
0432393379 05 12/01/00 12
2010316 O 11/01/30
0
3842978 944/G02 F 51,100.00 ZZ
360 51,100.00 1
227 HARDING BJOLEVARD #3 9.375 425.03 70
9.125 425.03 73,000.00
ROSEVILLE CA 95678 1 10/04/00 00
0432365302 01 12/01/00 0
W00081026 N 11/01/30
0
3843320 637/G02 F 141,400.00 ZZ
360 141,316.51 1
3181 MARE ISLAND COURT 8.625 1,099.80 85
8.375 1,099.80 168,000.00
WEST SACRAMENTO CA 95691 1 09/12/00 04
0432332302 05 11/01/00 12
1
0021334628 O 10/01/30
0
3843372 J53/G02 F 216,000.00 ZZ
360 216,000.00 1
7600 WEST COUNTY ROAD 54 8.875 1,718.59 80
8.625 1,718.59 270,000.00
MIDLAND TX 79707 1 10/05/00 00
0432364826 05 12/01/00 0
230011974 O 11/01/30
0
3843604 H76/G02 F 211,500.00 ZZ
360 211,378.31 2
24 WEBSTER STREET 8.750 1,663.88 90
8.500 1,663.88 235,000.00
NEWPORT RI 02840 1 09/11/00 04
0432309540 05 11/01/00 25
2000349118 O 10/01/30
0
3844181 637/G02 F 203,000.00 ZZ
360 202,873.82 1
75 CARLSEN ROAD 8.375 1,542.95 48
8.125 1,542.95 430,000.00
SALINAS CA 93907 5 09/25/00 00
0432361772 05 11/01/00 0
0021471735 O 10/01/30
0
3844390 U59/G02 F 40,600.00 ZZ
360 40,580.55 1
2012 LASALLE AVENUE 9.625 345.10 70
9.375 345.10 58,000.00
NIAGARA FALLS NY 14301 5 10/19/00 00
0432380293 05 11/19/00 0
800587044 N 10/19/30
0
3844795 E22/G02 F 125,100.00 ZZ
360 125,100.00 3
73 SECOND STREET 9.375 1,040.52 90
9.125 1,040.52 139,000.00
NEWARK NJ 07101 1 10/02/00 04
0412089369 05 12/01/00 25
0412089369 N 11/01/30
0
1
3844796 E22/G02 F 147,900.00 ZZ
360 147,814.91 1
2 RIDGE ROAD 8.750 1,163.53 85
8.500 1,163.53 174,000.00
EAST LONGMEADOW MA 01028 5 09/26/00 01
0412096323 05 11/01/00 17
0412096323 O 10/01/30
0
3844797 E22/G02 F 48,500.00 ZZ
360 48,470.62 1
2009 SOUTH GEARHART STREET 8.500 372.92 90
8.250 372.92 54,000.00
FRESNO CA 93702 2 09/18/00 01
0412097362 05 11/01/00 25
0412097362 O 10/01/30
0
3844800 E22/G02 F 108,000.00 T
360 108,000.00 1
975 NORTHWOODS DRIVE 8.875 859.30 80
8.625 859.30 135,000.00
WHITEFISH MT 59937 1 10/02/00 00
0412105009 03 12/01/00 0
0412105009 O 11/01/30
0
3844804 E22/G02 F 131,000.00 ZZ
360 130,924.63 1
2233 FOXCLIFF NORTH 8.750 1,030.58 51
8.500 1,030.58 260,000.00
MARTINSVILLE IN 46151 2 09/26/00 00
0412118622 03 11/01/00 0
0412118622 O 10/01/30
0
3844812 E22/G02 F 145,800.00 ZZ
360 145,730.16 1
20415 LEDGESTONE 9.625 1,239.28 80
9.375 1,239.28 182,300.00
SOUTHFIELD MI 48076 1 10/02/00 00
0412134892 05 11/01/00 0
0412134892 N 10/01/30
0
3844816 E22/G02 F 115,600.00 ZZ
360 115,538.48 1
1012 CHERRY TREE LANE 9.125 940.56 80
8.875 940.56 144,500.00
1
NEW ALBANY MS 38652 2 09/26/00 00
0412145104 05 11/01/00 0
0412145104 O 10/01/30
0
3844823 E22/G02 F 135,000.00 T
360 134,928.16 1
1312 WENNIWAY 9.125 1,098.40 52
8.875 1,098.40 260,000.00
MACKINAW CITY MI 49701 1 10/02/00 00
0412154957 05 11/01/00 0
0412154957 O 10/01/30
0
3844825 E22/G02 F 169,000.00 ZZ
360 168,902.77 1
823 LINCOLN STREET 8.750 1,329.52 78
8.500 1,329.52 219,000.00
LONGMONT CO 80501 5 09/26/00 00
0412156044 05 11/01/00 0
0412156044 O 10/01/30
0
3844889 944/G02 F 95,000.00 ZZ
360 94,196.82 1
6109 PASEO ENCANTADA 8.750 747.37 50
8.500 747.37 190,000.00
CAMARILLO CA 93012 1 07/26/00 00
0432304277 01 09/01/00 0
W00070616 N 08/01/30
0
3844929 E86/G02 F 196,000.00 ZZ
360 195,906.10 2
2422 WEST BARRY AVENUE 9.625 1,665.98 80
9.375 1,665.98 245,000.00
CHICAGO IL 60616 5 09/19/00 00
0432310910 05 11/01/00 0
3801814 N 10/01/30
0
3846520 964/G02 F 162,000.00 ZZ
360 162,000.00 4
332 WEST HOLLAND AVENUE 9.000 1,303.49 90
8.750 1,303.49 180,000.00
CLOVIS CA 93612 1 10/10/00 01
0432350114 05 12/01/00 25
87595 N 11/01/30
0
1
3846644 P80/G02 F 113,400.00 ZZ
360 113,348.48 1
124 BUGLE WAY 9.875 984.71 90
9.625 984.71 126,000.00
MCDONOUGH GA 30253 1 10/05/00 14
0432386506 05 11/01/00 25
7399281050 N 10/01/30
0
3847782 A21/G02 F 129,600.00 ZZ
360 129,600.00 3
808 SOUTH 14TH STREET 9.500 1,089.75 90
9.250 1,089.75 144,000.00
NEWARK NJ 07108 1 10/10/00 04
0432337236 05 12/01/00 25
9990004207 O 11/01/30
0
3847971 696/G02 F 216,650.00 ZZ
360 216,531.67 1
1600 GUNPOWDER RIDGE ROAD 9.000 1,743.21 90
8.750 1,743.21 240,725.00
JOPPA MD 21085 1 09/29/00 12
0432306926 03 11/01/00 25
30100147 O 10/01/30
0
3847972 696/G02 F 195,300.00 ZZ
360 195,181.68 1
106 WALNUT STREET NW 8.500 1,501.69 70
8.250 1,501.69 279,000.00
WASHINGTON DC 20012 1 09/29/00 00
0432346302 05 11/01/00 0
32600150 O 10/01/30
0
3848112 664/G02 F 115,200.00 ZZ
360 115,200.00 1
6057 SOUTH KILBOURN AVENUE 9.250 947.73 90
9.000 947.73 128,000.00
CHICAGO IL 60626 1 10/11/00 11
0432365963 05 12/01/00 25
0003677663 O 11/01/30
0
3848358 624/G02 F 172,000.00 ZZ
360 172,000.00 1
1
9084 ELBERT TERRACE 8.625 1,337.80 80
8.375 1,337.80 215,000.00
SAN DIEGO CA 92126 5 10/05/00 00
0432342582 05 12/01/00 0
37030400063 O 11/01/30
0
3848416 K81/G02 F 176,000.00 ZZ
360 176,000.00 1
1403 NORTH MCDERMOTT ROAD 8.875 1,400.34 80
8.625 1,400.34 220,000.00
NAMPA ID 83687 5 10/06/00 00
0432386241 05 12/01/00 0
5500911 O 11/01/30
0
3849579 K15/G02 F 86,600.00 ZZ
240 86,474.40 1
206 WILLIAMS ST 9.250 793.14 90
9.000 793.14 97,000.00
ANGOLA IN 46703 5 09/22/00 04
0432330918 05 11/01/00 25
033905301457 O 10/01/20
0
3849667 A52/G02 F 88,800.00 ZZ
240 88,800.00 1
537 WITHERINGTON CIRCLE 8.500 770.63 57
8.250 770.63 158,000.00
DUBLIN GA 31027 5 10/06/00 00
0432338069 05 12/01/00 0
12387 O 11/01/20
0
3849815 822/G02 F 103,500.00 ZZ
360 103,440.45 2
284-286 HAZARD AVE 8.750 814.24 90
8.500 814.24 115,000.00
ENFIELD CT 06082 1 09/14/00 04
0432333979 05 11/01/00 25
3806006806 N 10/01/30
0
3849936 E22/G02 F 150,300.00 ZZ
360 150,226.08 1
76 BIRCHWOOD AVENUE 9.500 1,263.80 90
9.250 1,263.80 167,000.00
NORTH KINGSTOWN RI 02852 2 09/28/00 10
0412113102 05 11/01/00 30
1
0412113102 O 10/01/30
0
3849941 E22/G02 F 52,000.00 ZZ
360 51,970.84 1
3315 N GLADSTONE 8.875 413.74 89
8.625 413.74 59,000.00
INDIANAPOLIS IN 46218 5 09/28/00 04
0412138042 05 11/01/00 25
0412138042 O 10/01/30
0
3849942 E22/G02 F 68,400.00 ZZ
360 68,400.00 1
3895 HUNTING CREEK ROAD 9.500 575.14 90
9.250 575.14 76,000.00
HUNTINGTON MD 20639 1 10/03/00 01
0412138596 05 12/01/00 25
0412138596 N 11/01/30
0
3849947 E22/G02 F 209,950.00 ZZ
360 209,841.15 2
42-44 HIGHLAND AVENUE 9.250 1,727.21 95
9.000 1,727.21 221,000.00
SALEM MA 01970 1 10/03/00 10
0412148611 05 11/01/00 30
0412148611 O 10/01/30
0
3849952 E22/G02 F 71,400.00 ZZ
360 71,362.01 1
6157 N SHERIDAN RD, UNIT 19D 9.125 580.93 70
8.875 580.93 102,000.00
CHICAGO IL 60660 1 10/03/00 00
0412157224 06 11/01/00 0
0412157224 N 10/01/30
0
3849955 E22/G02 F 127,000.00 ZZ
360 127,000.00 1
83 HURON AVENUE 8.625 987.79 80
8.375 987.79 158,750.00
TAMPA FL 33606 1 10/03/00 00
0412166357 05 12/01/00 0
0412166357 O 11/01/30
0
1
3849957 E22/G02 F 99,200.00 ZZ
360 99,200.00 1
2489 CLAUDE STREET 9.625 843.19 80
9.375 843.19 124,000.00
ATLANTA GA 30318 2 10/03/00 00
0412168726 05 12/01/00 0
0412168726 N 11/01/30
0
3850180 M46/G02 F 110,800.00 ZZ
360 110,800.00 1
544 RIVER PLANTATION DRIVE 8.125 822.69 80
7.875 822.69 138,500.00
CONROE TX 77302 1 10/05/00 00
0432373231 05 12/01/00 0
54919 O 11/01/30
0
3850303 U59/G02 F 110,000.00 ZZ
360 109,942.97 2
419 HILLSIDE DR 9.250 904.95 50
9.000 904.95 220,000.00
BENSENVILLE IL 60106 5 10/04/00 00
0432321859 05 11/04/00 0
800602711 N 10/04/30
0
3850414 P44/G02 F 112,500.00 ZZ
360 112,500.00 1
26 LOCHMERE LANE 9.750 966.55 90
UNIT 377 9.500 966.55 125,000.00
NASHUA NH 03063 1 10/20/00 04
0432385714 01 12/01/00 25
000731 N 11/01/30
0
3850556 637/G02 F 112,000.00 ZZ
360 111,932.14 1
513 CENTENNIAL WAY 8.500 861.19 72
8.250 861.19 157,000.00
ATWATER CA 95301 1 09/08/00 00
0432333144 05 11/01/00 0
0019602697 O 10/01/30
0
3850969 637/G02 F 92,000.00 ZZ
360 92,000.00 1
1603 BEMBRIDGE DRIVE 8.750 723.77 80
8.500 723.77 115,000.00
1
SPRING TX 77386 1 10/06/00 00
0432389633 05 12/01/00 0
0021713466 O 11/01/30
0
3850981 624/G02 F 165,600.00 ZZ
360 165,507.16 3
8517-8521 WINTERGARDENS BLVD. 8.875 1,317.59 90
8.625 1,317.59 184,000.00
LAKESIDE CA 92040 1 09/26/00 01
0432321230 05 11/01/00 25
39014200136F N 10/01/30
0
3851162 931/G02 F 70,000.00 ZZ
360 70,000.00 3
58 MARCONI AVENUE 9.000 563.24 80
8.750 563.24 87,500.00
BRISTOL CT 06010 1 10/12/00 00
0432372431 05 12/01/00 0
42933700 N 11/01/30
0
3851411 637/G02 F 175,000.00 T
360 175,000.00 1
11 PALM TREE LOOP 8.875 1,392.38 78
8.625 1,392.38 225,000.00
PETAL MS 39465 2 10/13/00 00
0432379857 05 12/01/00 0
0017689852 O 11/01/30
0
3852231 A50/A50 F 56,000.00 ZZ
360 56,000.00 1
2311 EGYPT ROAD 8.750 440.55 39
8.500 440.55 144,000.00
ALTOONA AL 35952 5 10/06/00 00
701593 05 12/01/00 0
701593 O 11/01/30
0
3853838 624/G02 F 153,600.00 ZZ
360 153,600.00 1
1127 JOSEPH STREET 8.375 1,167.47 80
8.125 1,167.47 192,000.00
SANTA MARIA CA 93454 5 10/06/00 00
0432351377 05 12/01/00 0
39000300356 O 11/01/30
0
1
3854823 N74/G02 F 49,595.00 ZZ
360 49,595.00 2
2020 S. SUMMIT STREET 9.000 399.05 77
8.750 399.05 65,000.00
LITTLE ROCK AR 72202 5 10/06/00 00
0432366144 05 12/01/00 0
0024280010 O 11/01/30
0
3854870 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
1670 KENSINGTON DRIVE 9.500 605.42 75
9.250 605.42 96,000.00
COLORADO SPRING CO 80906 5 10/04/00 00
0412069817 05 12/01/00 0
0412069817 N 11/01/30
0
3854872 E22/G02 F 91,800.00 ZZ
360 91,800.00 1
4508 LAS HADAS 9.625 780.29 90
9.375 780.29 102,000.00
MESQUITE TX 75150 1 10/03/00 01
0412095507 05 12/01/00 25
0412095507 N 11/01/30
0
3854879 E22/G02 F 96,000.00 ZZ
360 96,000.00 1
399 LINCOLN COUNTY ROAD 125 8.750 755.23 80
8.500 755.23 120,000.00
THAYNE WY 83127 1 10/04/00 00
0412131492 05 12/01/00 0
0412131492 O 11/01/30
0
3854881 E22/G02 F 148,500.00 ZZ
360 148,425.01 4
8209 SAM RAYBURN DRIVE 9.375 1,235.15 90
9.125 1,235.15 165,000.00
AUSTIN TX 78753 1 09/26/00 01
0412134504 05 11/01/00 25
0412134504 N 10/01/30
0
3854882 E22/G02 F 99,000.00 ZZ
360 99,000.00 3
1
3326 N.E. 1 AVE 8.750 778.83 90
8.500 778.83 110,000.00
POMPANO BEACH FL 33064 1 10/04/00 01
0412137788 05 12/01/00 25
0412137788 N 11/01/30
0
3854883 E22/G02 F 99,000.00 ZZ
360 99,000.00 3
3336 NE 1ST AVENUE 8.750 778.83 90
8.500 778.83 110,000.00
POMPANO BEACH FL 33064 1 10/04/00 01
0412137945 05 12/01/00 25
0412137945 N 11/01/30
0
3855468 E22/G02 F 191,250.00 ZZ
360 191,145.54 1
968 LASSEN STREET 9.000 1,538.84 90
8.750 1,538.84 212,500.00
RICHMOND CA 94805 1 09/26/00 01
0412143919 05 11/01/00 25
0412143919 O 10/01/30
0
3855469 E22/G02 F 171,000.00 ZZ
360 170,909.00 1
1217 MARBLE LANE 9.125 1,391.31 90
8.875 1,391.31 190,000.00
LA HABRA CA 90631 1 09/28/00 01
0412144347 09 11/01/00 25
0412144347 O 10/01/30
0
3855470 E22/G02 F 157,000.00 ZZ
360 156,904.89 1
16915 BRADSHAW ROAD 8.500 1,207.19 79
8.250 1,207.19 200,000.00
PEYTON CO 80831 5 09/29/00 00
0412145393 05 11/01/00 0
0412145393 O 10/01/30
0
3855473 E22/G02 F 43,650.00 ZZ
360 43,629.64 1
1307 N. LIME STREET 9.750 375.02 90
9.500 375.02 48,500.00
PLANT CITY FL 33566 1 10/04/00 01
0412151367 05 11/01/00 25
1
0412151367 N 10/01/30
0
3855478 E22/G02 F 118,400.00 ZZ
360 118,340.21 1
728 TALLAC AVENUE 9.375 984.79 80
9.125 984.79 148,000.00
SOUTH LAKE TAHO CA 96150 5 09/21/00 00
0412153488 05 11/01/00 0
0412153488 N 10/01/30
0
3855479 E22/G02 F 82,000.00 ZZ
360 81,956.36 1
3651 WEST FEDORA AVENUE 9.125 667.18 90
8.875 667.18 91,500.00
FRESNO CA 93722 1 09/21/00 01
0412153728 05 11/01/00 25
0412153728 O 10/01/30
0
3855481 E22/G02 F 83,000.00 ZZ
360 82,956.97 1
10373 INDIAN POINT 9.250 682.82 56
9.000 682.82 150,000.00
CONROE TX 77306 5 09/28/00 00
0412155293 05 11/01/00 0
0412155293 O 10/01/30
0
3855483 E22/G02 F 230,000.00 ZZ
360 229,864.21 1
343 SCENIC DRIVE 8.625 1,788.92 79
8.375 1,788.92 291,500.00
GRANTS PASS OR 97526 5 09/25/00 00
0412157687 05 11/01/00 0
0412157687 O 10/01/30
0
3855484 E22/G02 F 230,000.00 ZZ
360 229,871.06 1
17257 ROCKY RIDGE ROAD 8.875 1,829.98 63
8.625 1,829.98 370,000.00
AUSTIN TX 78734 5 09/29/00 00
0412158313 05 11/01/00 0
0412158313 O 10/01/30
0
1
3855487 E22/G02 F 32,000.00 ZZ
360 31,984.67 1
337 S. ST. PAUL 9.625 272.00 90
9.375 272.00 35,600.00
WICHITA KS 67213 1 10/04/00 10
0412159832 05 11/01/00 25
0412159832 N 10/01/30
0
3855500 E22/G02 F 34,000.00 ZZ
360 33,980.94 1
5860 WHISPERING PINEWAY 8.875 270.52 85
UNIT # B-2 8.625 270.52 40,000.00
GREENACRES FL 33463 2 10/04/00 04
0412172942 01 11/01/00 25
0412172942 N 10/01/30
0
3855501 E22/G02 F 124,650.00 ZZ
360 124,650.00 1
3410 S CALUMET AVENUE 9.625 1,059.51 90
9.375 1,059.51 138,500.00
CHICAGO IL 60616 1 10/05/00 04
0412173601 01 12/01/00 25
0412173601 N 11/01/30
0
3855502 E22/G02 F 202,950.00 ZZ
360 202,950.00 1
3665 EAST 106TH AVE 9.000 1,632.98 90
8.750 1,632.98 225,550.00
THORNTON CO 80233 1 10/04/00 01
0412176398 03 12/01/00 25
0412176398 O 11/01/30
0
3855609 624/G02 F 40,000.00 ZZ
360 40,000.00 1
4620 HOFFMAN DRIVE 9.000 321.85 26
8.750 321.85 158,000.00
AUSTIN TX 78749 1 10/01/00 00
0432322410 05 12/01/00 0
82300200373F O 11/01/30
0
3856298 E23/G02 F 305,600.00 ZZ
360 305,600.00 4
973 DENNSTEDT PLACE 9.000 2,458.93 80
8.750 2,458.93 382,077.00
1
EL CAJON CA 92020 1 10/17/00 00
0432391639 05 12/01/00 0
11000334 N 11/01/30
0
3856639 420/G02 F 149,200.00 ZZ
360 149,200.00 1
583 SMOKEWOOD DRIVE 8.875 1,187.11 80
8.625 1,187.11 186,500.00
SANTA ROSA CA 95407 1 10/06/00 00
0432364099 05 12/01/00 0
0000469833 N 11/01/30
0
3856785 964/G02 F 108,000.00 ZZ
360 108,000.00 1
18680 WOOD DUCK WAY 8.750 849.64 48
8.500 849.64 225,000.00
LAKE OSWEGO OR 97035 2 10/07/00 00
0432351153 03 12/01/00 0
89283 N 11/01/30
0
3857627 696/G02 F 169,500.00 ZZ
360 169,397.31 1
7000 KINGS MANOR DRIVE 8.500 1,303.31 75
8.250 1,303.31 226,000.00
ALEXANDRIA VA 22315 1 09/29/00 00
0432312866 09 11/01/00 0
24600228 O 10/01/30
0
3857629 696/G02 F 173,450.00 ZZ
360 173,450.00 1
17323 ARROWOOD PLACE 9.000 1,395.62 70
8.750 1,395.62 247,798.00
ROUND HILL VA 20141 1 10/04/00 00
0432346328 03 12/01/00 0
24000079 O 11/01/30
0
3857630 696/G02 F 153,000.00 ZZ
360 152,904.90 1
43020 GOLF VIEW DRIVE 8.375 1,162.91 75
8.125 1,162.91 204,000.00
SOUTH RIDING VA 20152 1 09/29/00 00
0432313104 09 11/01/00 0
23300157 O 10/01/30
0
1
3857689 461/G02 F 180,000.00 ZZ
360 179,899.08 1
8714 CHESAPEAKE LANE 8.875 1,432.17 80
8.625 1,432.17 225,000.00
RIVERSIDE CA 92508 2 09/29/00 00
0432349199 05 11/01/00 0
9023513468 O 10/01/30
0
3857707 461/G02 F 116,000.00 ZZ
360 115,944.43 4
15360 PERRIS BOULEVARD 9.625 985.99 80
9.375 985.99 145,000.00
MORENO VALLEY CA 92551 1 09/15/00 00
0432323871 05 11/01/00 0
9030082358 N 10/01/30
0
3857722 461/G02 F 159,450.00 ZZ
360 159,367.33 1
9411 WEDGEWOOD LN 9.250 1,311.76 80
9.000 1,311.76 199,450.00
WESTMINSTER CA 92683 1 09/19/00 00
0432316537 09 11/01/00 0
9030107130 O 10/01/30
0
3857726 461/G02 F 126,400.00 ZZ
360 126,329.13 1
901 EAST 67TH STREET 8.875 1,005.70 80
8.625 1,005.70 158,000.00
INGLEWOOD CA 90302 1 09/27/00 00
0432321081 05 11/01/00 0
9030123152 O 10/01/30
0
3859093 168/168 F 143,100.00 ZZ
360 143,017.67 1
30201 CANTERBURY 8.750 1,125.77 90
8.500 1,125.77 159,000.00
SOUTHFIELD MI 48076 1 09/22/00 10
0869301594 05 11/01/00 25
0869301594 O 10/01/30
0
3859190 168/168 F 58,500.00 ZZ
360 58,472.70 3
1
30 HILL STREET 9.750 502.61 90
9.500 502.61 65,000.00
VILLAGE OF GREE NY 12834 1 09/26/00 14
0189640049 05 11/01/00 25
0189640049 N 10/01/30
0
3859226 964/G02 F 87,125.00 ZZ
360 87,074.88 1
11225 NORTH 41ST DRIVE 8.750 685.41 85
8.500 685.41 102,500.00
PHOENIX AZ 85029 2 09/25/00 01
0432373215 05 11/01/00 12
88501 N 10/01/30
0
3859257 168/168 F 69,000.00 ZZ
360 68,962.31 2
85 GEORGE STREET 9.000 555.19 78
8.750 555.19 89,000.00
GREEN ISLAND NY 12183 1 09/27/00 00
0249624338 05 11/01/00 0
0249624338 O 10/01/30
0
3859278 E22/G02 F 119,200.00 ZZ
360 119,200.00 1
3048 MONTEREY ROAD 8.625 927.13 80
8.375 927.13 149,900.00
PLACERVILLE CA 95667 1 09/28/00 00
0412125924 05 12/01/00 0
0412125924 N 11/01/30
0
3859279 E22/G02 F 61,200.00 ZZ
360 61,168.27 2
312 & 316 81ST STREET SOUTH 9.250 503.48 90
9.000 503.48 68,000.00
BIRMINGHAM AL 35206 1 10/04/00 01
0412133001 05 11/01/00 25
0412133001 N 10/01/30
0
3859283 E22/G02 F 43,200.00 ZZ
360 43,179.85 1
1318 WATERVIEW BLVD WEST 9.750 371.15 90
9.500 371.15 48,000.00
LAKELAND FL 33801 1 10/05/00 10
0412140162 05 11/01/00 25
1
0412140162 N 10/01/30
0
3859286 E22/G02 F 153,650.00 ZZ
360 153,366.40 1
15086 S.W. 22 ST 9.500 1,291.97 80
9.250 1,291.97 192,088.00
MIRAMAR FL 33027 1 10/05/00 00
0412151342 03 11/01/00 0
0412151342 O 10/01/30
0
3859287 E22/G02 F 216,000.00 ZZ
360 215,875.73 1
20119 HARLAN AVENUE 8.750 1,699.27 90
8.500 1,699.27 240,000.00
CARSON CA 90746 2 09/28/00 01
0412153082 05 11/01/00 25
0412153082 O 10/01/30
0
3859289 E22/G02 F 162,000.00 ZZ
360 161,901.86 2
933/935 SAGEWOOD 8.500 1,245.64 90
8.250 1,245.64 180,000.00
SAN MARCOS TX 78666 1 10/05/00 01
0412154304 05 11/01/00 25
0412154304 N 10/01/30
0
3859290 E22/G02 F 193,500.00 ZZ
360 193,500.00 4
8522 MACARTHUR BOULVARD 9.625 1,644.73 90
9.375 1,644.73 215,000.00
OAKLAND CA 94605 1 10/02/00 01
0412159634 05 12/01/00 25
0412159634 N 11/01/30
0
3859291 E22/G02 F 200,000.00 T
360 199,896.32 1
8855 LAKESIDE CIRCLE 9.250 1,645.35 80
9.000 1,645.35 250,000.00
VERO BEACH FL 32963 2 09/29/00 00
0412159642 05 11/01/00 0
0412159642 O 10/01/30
0
1
3859294 E22/G02 F 94,900.00 ZZ
360 94,900.00 1
11163 E MAPLE AVE 8.750 746.58 80
8.500 746.58 119,900.00
DAVISON MI 48423 1 10/05/00 00
0412163883 05 12/01/00 0
0412163883 O 11/01/30
0
3859298 E22/G02 F 62,000.00 ZZ
360 62,000.00 2
942 WELLS AVENUE 9.250 510.06 90
9.000 510.06 68,900.00
CINCINNATI OH 45205 1 10/05/00 04
0412168569 05 12/01/00 25
0412168569 N 11/01/30
0
3859299 E22/G02 F 144,650.00 ZZ
360 144,578.85 1
12512 28TH STREET 9.500 1,216.30 85
9.250 1,216.30 171,000.00
SANTE FE TX 77510 4 10/05/00 10
0412169153 05 11/01/00 25
0412169153 O 10/01/30
0
3859300 E22/G02 F 76,000.00 ZZ
360 76,000.00 1
316 BURNSIDE STREET 8.875 604.69 95
8.625 604.69 80,000.00
ANNAPOLIS MD 21403 1 10/05/00 10
0412170482 08 12/01/00 30
0412170482 O 11/01/30
0
3859305 E22/G02 F 41,600.00 ZZ
360 41,600.00 1
857 HOLLY STREET 9.750 357.41 80
9.500 357.41 52,000.00
NEW BRAUNFELS TX 78130 1 10/05/00 00
0412176737 05 12/01/00 0
0412176737 N 11/01/30
0
3859313 M18/G02 F 148,000.00 ZZ
360 147,917.03 1
10626 TINKER AVENUE 8.875 1,177.55 80
8.625 1,177.55 185,000.00
1
TUJUNGA CA 91042 5 09/21/00 00
0432340198 05 11/01/00 0
980100906 O 10/01/30
0
3859739 637/G02 F 51,200.00 ZZ
360 51,139.32 1
2038 SATURN SKYWAY 8.625 398.23 79
8.375 398.23 65,000.00
REDDING CA 96002 1 08/30/00 00
0432360105 05 10/01/00 0
0021334834 O 09/01/30
0
3859766 168/168 F 100,550.00 ZZ
360 100,495.08 1
516 SOUTH THIRD STREET 9.000 809.05 80
8.750 809.05 125,700.00
WEST DUNDEE IL 60118 1 09/28/00 00
0189566680 05 11/01/00 0
0189566680 O 10/01/30
0
3859783 P44/G02 F 167,000.00 ZZ
360 166,898.83 1
1702 HOLLOW TREE COURT #1702 8.500 1,284.09 62
8.250 1,284.09 270,000.00
PEABODY MA 01960 5 09/25/00 00
0432331023 01 11/01/00 0
000650 O 10/01/30
0
3861808 944/G02 F 106,000.00 ZZ
360 105,940.58 1
7459 NORTHLEA WAY 8.875 843.38 80
8.625 843.38 132,500.00
CITRUS HEIGHTS CA 95610 1 09/27/00 00
0432321545 05 11/01/00 0
W00090107 N 10/01/30
0
3861975 964/G02 F 192,000.00 ZZ
360 192,000.00 2
4710-4714 NORTH ALBINA AVENUE 9.375 1,596.96 80
9.125 1,596.96 240,000.00
PORTLAND OR 97217 2 10/10/00 00
0432366532 05 12/01/00 0
86059 O 11/01/30
0
1
3862092 T86/G02 F 51,300.00 ZZ
360 51,300.00 2
57 CLERMONT STREET 9.750 440.75 90
9.500 440.75 57,000.00
SAUGERTIES NY 12477 1 10/03/00 04
0432360295 05 12/01/00 25
0305 N 11/01/30
0
3862157 964/G02 F 202,500.00 ZZ
360 202,500.00 1
10010 SOUTHEAST 147TH AVENUE 8.625 1,575.02 75
8.375 1,575.02 270,000.00
PORTLAND OR 97236 5 10/10/00 00
0432358562 05 12/01/00 0
88869 O 11/01/30
0
3862265 637/G02 F 124,400.00 ZZ
360 124,326.56 1
3709 SOUTH SIESTA LANE 8.625 967.57 80
8.375 967.57 155,500.00
TEMPE AZ 85282 1 09/21/00 00
0432335446 05 11/01/00 0
0017385519 O 10/01/30
0
3862476 E46/G02 F 105,000.00 ZZ
360 104,941.13 1
455 CRESCENT STREET 119 8.875 835.43 70
8.625 835.43 150,000.00
OAKLAND CA 94610 1 09/27/00 00
0432358125 01 11/01/00 0
201702 O 10/01/30
0
3862521 462/G02 F 152,600.00 ZZ
360 152,516.64 1
10226 E PANTERA AVENUE 9.000 1,227.86 80
8.750 1,227.86 190,752.00
MESA AZ 85212 1 09/08/00 00
0432323160 03 11/01/00 0
0007778004 O 10/01/30
0
3862676 K30/G02 F 138,600.00 ZZ
360 138,528.14 1
1
15221 NORTH CLUBGATE DRIVE 9.250 1,140.23 69
#2111 9.000 1,140.23 203,000.00
SCOTTSDALE AZ 85254 1 09/21/00 00
0432361632 01 11/01/00 0
0074329 N 10/01/30
0
3862691 964/G02 F 125,300.00 ZZ
360 125,233.32 1
3354 OAK KNOLL DRIVE 9.125 1,019.48 70
8.875 1,019.48 179,000.00
PASO ROBLES CA 93446 1 09/22/00 00
0432322733 05 11/01/00 0
88188 N 10/01/30
0
3862720 168/168 F 153,900.00 ZZ
360 153,820.21 2
716 LAFAYETTE AVE 9.250 1,266.10 90
9.000 1,266.10 171,000.00
BUFFALO NY 14222 1 09/29/00 10
0189637153 05 11/01/00 25
0189637153 O 10/01/30
0
3862961 E22/G02 F 139,000.00 T
360 139,000.00 1
370 STONER CREEK ROAD 8.875 1,105.95 80
8.625 1,105.95 174,500.00
LAKESIDE MT 59922 1 10/06/00 00
0412094286 05 12/01/00 0
0412094286 O 11/01/30
0
3862963 E22/G02 F 132,000.00 ZZ
360 131,927.90 2
251 W. 83RD AVENUE 9.000 1,062.10 80
8.750 1,062.10 165,000.00
DENVER CO 80221 1 10/06/00 00
0412113706 05 11/01/00 0
0412113706 O 10/01/30
0
3862965 E22/G02 F 120,000.00 ZZ
360 119,930.96 1
106 TEJAS TRAIL 8.750 944.04 67
8.500 944.04 180,000.00
GEORGETOWN TX 78628 5 10/02/00 00
0412129819 05 11/01/00 0
1
0412129819 O 10/01/30
0
3862969 E22/G02 F 66,500.00 ZZ
360 66,465.52 1
206 MASON BLVD 9.250 547.08 95
9.000 547.08 70,000.00
JACKSON MS 39212 5 10/02/00 04
0412138653 05 11/01/00 30
0412138653 O 10/01/30
0
3862971 E22/G02 F 125,400.00 ZZ
360 125,400.00 4
3917 OREGON STREET 9.375 1,043.01 95
9.125 1,043.01 132,000.00
BAKERSFIELD CA 93306 1 10/03/00 01
0412143190 05 12/01/00 30
0412143190 O 11/01/30
0
3862974 E22/G02 F 132,650.00 ZZ
360 132,579.41 1
413 SOUTH MASON AVENUE 9.125 1,079.28 90
8.875 1,079.28 147,500.00
BENSENVILLE IL 60106 1 10/06/00 01
0412145013 05 11/01/00 25
0412145013 O 10/01/30
0
3862976 E22/G02 F 108,900.00 ZZ
360 108,900.00 3
7210 S WENTWORTH 9.125 886.05 90
8.875 886.05 121,000.00
CHICAGO IL 60621 1 10/06/00 04
0412146888 05 12/01/00 25
0412146888 N 11/01/30
0
3862977 E22/G02 F 232,750.00 ZZ
360 232,750.00 4
7602 EASTERN AVENUE 8.625 1,810.31 95
8.375 1,810.31 245,000.00
DALLAS TX 75209 1 10/06/00 01
0412147399 05 12/01/00 30
0412147399 O 11/01/30
0
1
3862979 E22/G02 F 88,200.00 ZZ
360 88,200.00 4
620 ALCAZAR STREET SE 9.250 725.60 70
9.000 725.60 126,000.00
ALBUQUERQUE NM 87108 2 10/06/00 00
0412147712 05 12/01/00 0
0412147712 N 11/01/30
0
3862982 E22/G02 F 71,550.00 ZZ
360 71,550.00 1
2083 DANBURY PLACE, UNIT # 1 9.250 588.62 90
9.000 588.62 79,500.00
HOFFMAN ESTATES IL 60195 1 10/06/00 01
0412151417 09 12/01/00 25
0412151417 N 11/01/30
0
3862983 E22/G02 F 177,100.00 ZZ
360 177,100.00 1
1213 TENEIGHTH WAY 8.500 1,361.75 66
8.250 1,361.75 269,500.00
SACRAMENTO CA 95818 1 10/01/00 00
0412152852 05 12/01/00 0
0412152852 O 11/01/30
0
3862985 E22/G02 F 79,700.00 ZZ
360 79,659.76 1
2340 NW 47TH AVENUE 9.375 662.90 87
9.125 662.90 92,000.00
LAUDERHILL FL 33313 5 10/02/00 04
0412154551 05 11/01/00 25
0412154551 O 10/01/30
0
3862992 E22/G02 F 77,200.00 T
360 77,200.00 1
1938 33RD STREET S.E. 9.250 635.11 80
9.000 635.11 96,500.00
RUSKIN FL 33570 1 10/06/00 00
0412162109 05 12/01/00 0
0412162109 O 11/01/30
0
3862997 E22/G02 F 129,600.00 ZZ
360 129,600.00 2
3760 PIONEER TRAIL 8.500 996.51 80
8.250 996.51 162,000.00
1
SOUTH LAKE TAHO CA 96150 1 10/02/00 00
0412164865 05 12/01/00 0
0412164865 O 11/01/30
0
3863007 E22/G02 F 189,000.00 ZZ
360 189,000.00 1
8826 BOREAL WAY 9.125 1,537.77 90
8.875 1,537.77 210,000.00
ELK GROVE CA 95758 1 10/04/00 01
0412177289 05 12/01/00 25
0412177289 N 11/01/30
0
3863008 E22/G02 F 187,200.00 ZZ
360 187,200.00 1
12546 ALCOTT STREET 9.000 1,506.25 90
8.750 1,506.25 208,020.00
BROOMFIELD CO 80020 1 10/06/00 01
0412177495 03 12/01/00 25
0412177495 O 11/01/30
0
3863153 025/025 F 138,700.00 ZZ
360 138,559.36 1
4617 SAXON DRIVE 9.375 1,153.64 75
9.125 1,153.64 185,000.00
NEW SMYRNA BEAC FL 32169 5 08/10/00 00
0025105487 05 10/01/00 0
0025105487 O 09/01/30
0
3863490 709/G02 F 103,600.00 ZZ
360 103,600.00 1
2921 NORTH 9TH STREET 8.625 805.80 80
8.375 805.80 129,500.00
TACOMA WA 98406 1 10/10/00 00
0432366086 05 12/01/00 0
488270 O 11/01/30
0
3864579 025/025 F 124,000.00 ZZ
240 123,338.60 1
1342 DALESFORD DRIVE 10.000 1,196.63 80
9.750 1,196.63 155,000.00
ALPHARETTA GA 30004 1 06/30/00 00
0025058611 05 08/01/00 0
0025058611 O 07/01/20
0
1
3864635 025/025 F 37,850.00 ZZ
360 37,530.20 1
1013 WOODLAWN AVENUE W 8.750 297.77 75
8.500 297.77 50,500.00
TAMPA FL 33603 2 08/24/99 00
0021919295 05 10/01/99 0
0021919295 O 09/01/29
0
3865207 025/025 F 97,500.00 ZZ
360 97,206.53 1
1635 MAGNOLIA PLACE 9.500 819.83 75
9.250 819.83 130,000.00
CUMMING GA 30041 2 04/27/00 00
0021032776 05 06/01/00 0
0021032776 N 05/01/30
0
3865238 E82/G02 F 176,000.00 ZZ
360 175,908.76 1
842 JUSTINE DRIVE 9.250 1,447.91 78
9.000 1,447.91 226,000.00
PITTSBURGH PA 15239 5 09/29/00 00
0400315297 05 11/01/00 0
0400315297 O 10/01/30
0
3865240 E82/G02 F 39,000.00 ZZ
360 38,978.70 2
207-209 BURDICK AVENUE 9.000 313.80 55
8.750 313.80 72,000.00
SYRACUSE NY 13208 2 10/04/00 00
0400322335 05 11/01/00 0
0400322335 N 10/01/30
0
3865241 E82/G02 F 87,500.00 ZZ
360 87,500.00 1
600 NEAPOLITAN WAY, UNIT #247 9.000 704.04 70
8.750 704.04 125,000.00
NAPLES FL 34103 1 10/06/00 00
0400328779 20 12/01/00 0
0400328779 N 11/01/30
0
3865245 E82/G02 F 80,000.00 ZZ
360 79,960.65 1
1
10 FOX LAIR VILLAGE 9.500 672.68 63
9.250 672.68 128,000.00
MEDIA PA 19063 1 10/05/00 00
0400321543 05 11/01/00 0
0400321543 N 10/01/30
0
3865246 E82/G02 F 40,950.00 ZZ
360 40,950.00 1
1517 CULBERTSON AVENUE 9.625 348.07 90
9.375 348.07 45,500.00
NEW ALBANY IN 47150 1 10/06/00 04
0400328456 05 12/01/00 25
0400328456 N 11/01/30
0
3865247 E82/G02 F 107,200.00 ZZ
360 107,200.00 1
719 EASTON ROAD 9.125 872.21 80
8.875 872.21 134,000.00
RIEGELSVILLE PA 18077 5 10/02/00 00
0400320420 05 12/01/00 0
0400320420 O 11/01/30
0
3865281 025/025 F 172,000.00 ZZ
360 171,607.46 1
2510 SILVERSTONE LANE 8.875 1,368.51 79
8.625 1,368.51 220,000.00
KNOXVILLE TN 37932 1 07/18/00 00
0021823711 05 09/01/00 0
0021823711 O 08/01/30
0
3865463 025/025 F 89,550.00 T
360 89,348.57 1
9154 RHETT LANE 10.000 785.87 75
9.750 785.87 119,400.00
WEEKI WACHEE FL 34613 1 05/26/00 00
0021567052 05 07/01/00 0
0021567052 O 06/01/30
0
3865713 025/025 F 100,000.00 ZZ
354 99,762.19 1
3573 TREE TOPS COURT 8.875 798.38 47
8.625 798.38 214,000.00
DAVIE FL 33328 1 06/22/00 00
0021780325 03 08/01/00 0
1
0021780325 O 01/01/30
0
3865862 025/025 F 40,000.00 ZZ
360 39,882.66 1
241 MENLO PARK AVENUE 9.625 340.00 80
9.375 340.00 50,000.00
DAVENPORT FL 33837 1 04/17/00 00
0021980305 03 06/01/00 0
0021980305 O 05/01/30
0
3865936 025/025 F 48,000.00 ZZ
360 47,900.29 1
340 E GLASSBORO COURT 10.375 434.60 80
10.125 434.60 60,000.00
HERNANDO FL 34442 1 05/26/00 00
0021772538 01 07/01/00 0
0021772538 N 06/01/30
0
3866010 025/025 F 184,000.00 ZZ
360 183,563.77 1
351 LAKESHORE DRIVE 9.750 1,580.84 80
9.500 1,580.84 230,000.00
SOUTH OCOEE FL 34761 1 05/05/00 00
0021976899 05 07/01/00 0
0021976899 O 06/01/30
0
3866045 K15/G02 F 39,600.00 ZZ
360 39,600.00 1
2252 WEST 4TH AVENUE 9.750 340.23 90
9.500 340.23 44,000.00
JACKSONVILLE FL 32208 1 10/11/00 11
0432361483 05 12/01/00 25
3058981 N 11/01/30
0
3866088 025/025 F 31,500.00 ZZ
360 31,423.32 1
528 W NEW HAMPSHIRE AVENUE 9.625 267.75 70
9.375 267.75 45,000.00
DELAND FL 32720 5 05/15/00 00
0025125089 05 07/01/00 0
0025125089 N 06/01/30
0
1
3866288 025/025 F 87,090.00 ZZ
360 86,766.96 1
3928 MANOR OAKS COURT 9.375 724.37 75
9.125 724.37 116,121.00
LEESBURG FL 34748 1 03/31/00 00
0021848106 05 05/01/00 0
0021848106 O 04/01/30
0
3866342 738/G02 F 174,600.00 ZZ
360 174,600.00 1
169 MEMORY LANE 8.375 1,327.09 80
8.125 1,327.09 218,250.00
STOCKBRIDGE GA 30281 1 10/13/00 00
0432364909 03 12/01/00 0
5284582 O 11/01/30
0
3866370 025/025 F 144,000.00 ZZ
360 143,640.19 1
182 GREENWOOD COURT 9.500 1,210.83 80
9.250 1,210.83 180,000.00
ATHENS GA 30606 2 05/09/00 00
0021009899 05 07/01/00 0
0021009899 O 06/01/30
0
3866463 025/025 F 63,750.00 ZZ
360 63,077.63 1
65 EIGHTH STREET 8.000 467.77 75
7.750 467.77 85,000.00
APPALACHOLIA FL 32320 1 07/15/99 00
0007658883 05 09/01/99 0
0007658883 N 08/01/29
0
3867196 B60/G02 F 79,800.00 ZZ
360 79,800.00 1
10385 FAIRCHILD ROAD 9.625 678.29 70
9.375 678.29 114,000.00
SPRING HILL FL 34608 1 10/10/00 00
0432364412 03 12/01/00 0
300389 N 11/01/30
0
3867866 025/025 F 90,000.00 ZZ
360 89,808.04 1
18133 PALM BREEZE DRIVE 10.250 806.49 47
10.000 806.49 195,000.00
1
TAMPA FL 33647 1 05/05/00 00
0020838207 03 07/01/00 0
0020838207 O 06/01/30
0
3867909 025/025 F 198,000.00 ZZ
360 197,530.53 1
737 MAYFAIR CIRCLE 9.750 1,701.13 80
9.500 1,701.13 250,000.00
ORLANDO FL 32803 1 05/23/00 00
0021980461 05 07/01/00 0
0021980461 O 06/01/30
0
3867984 025/025 F 65,400.00 ZZ
360 65,288.89 1
419 ROBERTSON DRIVE 10.250 586.05 50
10.000 586.05 132,900.00
SMYRNA TN 37167 1 06/15/00 00
0021725841 05 08/01/00 0
0021725841 O 07/01/30
0
3868216 025/025 F 40,000.00 ZZ
360 39,875.94 1
4041 WHISKEY POINT LANE 103 9.875 347.34 75
9.625 347.34 53,500.00
BONITA SPRINGS FL 34134 1 06/30/00 00
0021902713 01 08/01/00 0
0021902713 N 07/01/30
0
3868737 637/G02 F 99,900.00 ZZ
360 99,900.00 1
5643 BLOCKER 8.875 794.85 79
8.625 794.85 127,000.00
OLIVE BRANCH MS 38654 2 10/11/00 00
0432386738 05 12/01/00 0
0019102144 N 11/01/30
0
3869058 025/025 F 100,000.00 ZZ
360 99,762.93 1
3609 CONCORD ROAD 9.750 859.15 48
9.500 859.15 210,000.00
NEWBORN GA 30056 2 05/22/00 00
0020088480 05 07/01/00 0
0020088480 O 06/01/30
0
1
3869311 025/025 F 108,000.00 ZZ
300 107,758.94 4
914-916 SUMTER STREET 10.125 990.93 80
9.875 990.93 135,000.00
LEESBURG FL 34748 5 08/03/00 00
0021865407 05 09/01/00 0
0021865407 N 08/01/25
0
3869462 025/025 F 26,250.00 ZZ
360 26,213.94 1
54 PINE ISLAND CIRCLE 9.875 227.94 75
9.625 227.94 35,000.00
KISSIMEE FL 34743 1 07/18/00 00
0022003073 05 09/01/00 0
0022003073 N 08/01/30
0
3869841 025/025 F 85,750.00 ZZ
360 85,178.93 1
11731 OSWALT ROAD 9.125 697.69 79
8.875 697.69 109,700.00
CLERMONT FL 34711 1 10/29/99 00
0021813142 05 12/01/99 0
0021813142 O 11/01/29
0
3870036 025/025 F 222,000.00 ZZ
360 221,500.70 1
1472 RIVERVIEW RUN LANE 10.000 1,948.21 73
9.750 1,948.21 307,000.00
SUWANEE GA 30024 1 05/31/00 00
0005195334 05 07/01/00 0
0005195334 O 06/01/30
0
3870101 E47/G02 F 108,900.00 ZZ
360 108,900.00 1
7714 BIDEFORD LANE 8.875 866.46 90
8.625 866.46 121,000.00
HOUSTON TX 77068 1 10/12/00 11
0432361392 05 12/01/00 25
7323011097 O 11/01/30
0
3870780 637/G02 F 43,200.00 ZZ
360 43,200.00 1
1
6311 S CAMERON AVE 9.625 367.20 90
9.375 367.20 48,000.00
TAMPA FL 33616 1 10/13/00 14
0432389120 05 12/01/00 25
0019114156 N 11/01/30
0
3871167 624/G02 F 94,400.00 ZZ
360 94,400.00 1
1870 WAGONWHEEL COURT 9.250 776.61 80
9.000 776.61 118,000.00
TULARE CA 93274 1 10/02/00 00
0432338184 05 12/01/00 0
36500301976F N 11/01/30
0
3871171 480/G02 F 105,000.00 ZZ
360 104,952.29 4
816 NE 4TH ST 9.875 911.77 70
9.625 911.77 150,000.00
FT LAUDERDALE FL 33301 1 09/22/00 00
0432377521 05 11/01/00 0
3424678 O 10/01/30
0
3871212 168/168 F 200,000.00 ZZ
360 199,893.56 1
5629 PLANTATION ROAD 9.125 1,627.27 74
8.875 1,627.27 273,000.00
SUNBURY OH 43074 1 09/29/00 00
0209511249 05 11/01/00 0
0209511249 O 10/01/30
0
3871923 637/G02 F 112,500.00 ZZ
360 112,500.00 3
610 N. B STREET A,B &C 9.625 956.24 90
9.375 956.24 125,000.00
LOMPOC CA 93436 1 10/16/00 14
0432386126 05 12/01/00 25
0015450356 N 11/01/30
0
3872039 624/G02 F 114,900.00 ZZ
360 114,900.00 1
1021 EAST MORRIS AVENUE 8.750 903.92 90
8.500 903.92 127,700.00
MODESTO CA 95350 1 10/18/00 11
0432374056 05 12/01/00 25
1
41300100533 N 11/01/30
0
3872734 637/G02 F 125,000.00 ZZ
360 124,936.87 2
3409 DOLPHIN DRIVE 9.375 1,039.69 79
9.125 1,039.69 160,000.00
AUSTIN TX 78704 5 09/20/00 00
0432325942 05 11/01/00 0
0021710371 N 10/01/30
0
3872854 E82/G02 F 197,500.00 ZZ
360 197,500.00 4
1610 LINCOLN STREET 8.750 1,553.73 90
8.500 1,553.73 219,500.00
BELLINGHAM WA 98226 1 10/05/00 04
0400327383 05 12/01/00 25
0400327383 N 11/01/30
0
3872856 E82/G02 F 65,000.00 ZZ
360 65,000.00 1
6579 CARRIAGE DRIVE 8.375 494.05 63
8.125 494.05 104,000.00
MABLETON GA 30126 2 10/02/00 00
0400321535 05 12/01/00 0
0400321535 O 11/01/30
0
3872857 E82/G02 F 28,800.00 ZZ
360 28,800.00 1
872 CAMERON 9.625 244.80 90
9.375 244.80 32,000.00
PONTIAC MI 48340 1 10/09/00 04
0400317814 05 12/01/00 25
0400317814 N 11/01/30
0
3872858 E82/G02 F 121,500.00 ZZ
360 121,500.00 1
3065 WACO ROAD 8.875 966.71 90
8.625 966.71 135,000.00
LEXINGTON KY 40503 1 10/06/00 04
0400329140 05 12/01/00 25
0400329140 O 11/01/30
0
1
3872862 E82/G02 F 105,000.00 ZZ
360 105,000.00 4
457 EAST QUAIL AVENUE 9.375 873.34 78
9.125 873.34 135,000.00
APACHE JUNCTION AZ 85219 1 10/10/00 00
0400323937 05 12/01/00 0
0400323937 N 11/01/30
0
3872868 E22/G02 F 165,600.00 ZZ
360 165,600.00 1
3115 SUNSET OAKS STREET 9.000 1,332.46 80
8.750 1,332.46 207,000.00
DALWORTHINGTON TX 76016 5 10/03/00 00
0412085250 05 12/01/00 0
0412085250 O 11/01/30
0
3872879 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
9124 FEATHER RIVER WAY 8.875 795.64 65
8.625 795.64 154,000.00
SACRAMENTO CA 95826 1 10/03/00 00
0412126021 05 12/01/00 0
0412126021 O 11/01/30
0
3872880 E22/G02 F 144,000.00 ZZ
360 144,000.00 1
47 HODGE ROAD 9.750 1,237.18 90
9.500 1,237.18 160,000.00
MARLBOROUGH CT 06447 1 10/10/00 04
0412127417 05 12/01/00 30
0412127417 O 11/01/30
0
3872881 E22/G02 F 84,500.00 ZZ
360 84,500.00 1
1802 PINE HOLLOW DRIVE 9.250 695.16 80
9.000 695.16 106,000.00
MISSOURI CITY TX 77489 2 10/04/00 00
0412130825 03 12/01/00 0
0412130825 O 11/01/30
0
3872884 E22/G02 F 140,000.00 ZZ
360 140,000.00 1
7715 COLONY LAKE DRIVE 8.875 1,113.90 63
8.625 1,113.90 224,325.00
1
BOYNTON BEACH FL 33436 1 10/10/00 00
0412137952 03 12/01/00 0
0412137952 O 11/01/30
0
3872885 E22/G02 F 175,000.00 ZZ
360 175,000.00 3
1214 BONANZA AVENUE 9.375 1,455.56 90
9.125 1,455.56 195,000.00
SOUTH LAKE TAHO CA 96150 1 10/03/00 01
0412139990 05 12/01/00 25
0412139990 N 11/01/30
0
3872887 E22/G02 F 152,000.00 ZZ
360 151,907.92 1
1862 SEVERUS DRIVE 8.500 1,168.75 90
8.250 1,168.75 170,000.00
VALLEJO CA 94589 5 09/27/00 01
0412142101 05 11/01/00 25
0412142101 O 10/01/30
0
3872889 E22/G02 F 98,100.00 ZZ
360 98,100.00 4
3528-30 S LYNN STREET 9.500 824.88 90
9.250 824.88 109,000.00
INDEPENDENCE MO 64055 1 10/09/00 01
0412143935 05 12/01/00 25
0412143935 N 11/01/30
0
3872890 E22/G02 F 24,100.00 ZZ
360 24,100.00 1
2910 S. 51ST TERRACE 9.625 204.85 90
9.375 204.85 26,800.00
KANSAS CITY KS 66106 1 10/09/00 10
0412145583 05 12/01/00 25
0412145583 N 11/01/30
0
3872891 E22/G02 F 14,750.00 ZZ
360 14,750.00 1
5850 NW 17 PLACE 9.750 126.73 90
9.500 126.73 16,400.00
SUNRISE FL 33313 1 10/10/00 10
0412147241 01 12/01/00 25
0412147241 N 11/01/30
0
1
3872892 E22/G02 F 200,000.00 ZZ
360 200,000.00 1
13690 GRAND ISLE DRIVE 8.875 1,591.29 65
8.625 1,591.29 310,000.00
MOORPARK CA 93021 5 09/30/00 00
0412147621 03 12/01/00 0
0412147621 O 11/01/30
0
3872894 E22/G02 F 192,000.00 ZZ
360 192,000.00 1
16819 BEAR CREEK AVENUE 8.375 1,459.34 80
8.125 1,459.34 240,000.00
CHINO HILLS CA 91709 1 09/28/00 00
0412151011 05 12/01/00 0
0412151011 O 11/01/30
0
3872903 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
10286 WYOMING STATE HWY 2 8.750 786.70 58
8.500 786.70 175,000.00
AFTON WY 83110 2 10/04/00 00
0412164345 05 12/01/00 0
0412164345 O 11/01/30
0
3872911 E22/G02 F 77,400.00 ZZ
360 77,400.00 2
13712-13714 GOODWOOD BLVD 8.750 608.91 90
8.500 608.91 86,000.00
BATON ROUGE LA 70815 1 10/10/00 01
0412173767 05 12/01/00 25
0412173767 N 11/01/30
0
3872913 E22/G02 F 72,000.00 ZZ
360 72,000.00 2
13706-13708 GOODWOOD DRIVE 8.750 566.42 90
8.500 566.42 80,000.00
BATON ROUGE LA 70820 1 10/10/00 01
0412174062 05 12/01/00 25
0412174062 N 11/01/30
0
3872914 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
1
6009 TEN MILE BRIDGE RD. 8.875 572.86 80
8.625 572.86 91,000.00
FORT WORTH TX 76135 5 10/04/00 00
0412174898 05 12/01/00 0
0412174898 O 11/01/30
0
3872915 E22/G02 F 107,100.00 ZZ
360 107,100.00 3
3079 BELCHER ROAD 9.750 920.15 90
9.500 920.15 119,000.00
DUNEDIN FL 34698 1 10/10/00 01
0412175671 05 12/01/00 30
0412175671 N 11/01/30
0
3872918 E22/G02 F 130,500.00 ZZ
360 130,500.00 1
145 CAMPBELL STREET 8.375 991.89 90
8.125 991.89 145,000.00
ATLANTA GA 30317 1 10/10/00 01
0412178709 05 12/01/00 25
0412178709 N 11/01/30
0
3873010 637/G02 F 88,000.00 ZZ
360 87,943.88 1
RR 1 BOX 1720 8.250 661.12 80
8.000 661.12 110,000.00
ETNA ME 04434 5 09/20/00 00
0432328524 05 11/01/00 0
0020418869 O 10/01/30
0
3873574 637/G02 F 75,000.00 ZZ
360 74,956.85 1
575 PENNSYLVANIA STREET 8.750 590.03 39
8.500 590.03 195,000.00
DENVER CO 80203 1 09/25/00 00
0432333862 05 11/01/00 0
0015441009 O 10/01/30
0
3873651 Q99/G02 F 90,400.00 ZZ
360 90,355.54 1
165 HOLLAND STREET UNIT 15 9.500 760.13 80
9.250 760.13 113,000.00
CRANSTON RI 02920 1 10/12/00 00
0432361236 01 11/12/00 0
1
039467118 O 10/12/30
0
3875177 A50/A50 F 36,900.00 ZZ
360 36,859.53 1
102 DELAWARE AVE 9.000 296.91 90
8.750 296.91 41,000.00
WARNER ROBINS GA 31093 1 08/18/00 10
223526 05 10/01/00 25
223526 N 09/01/30
0
3875826 B60/G02 F 110,500.00 ZZ
360 110,500.00 4
151 GARDEN STREET 8.625 859.46 84
8.375 859.46 132,000.00
LAWRENCE MA 01840 5 10/14/00 01
0432374783 05 12/01/00 12
299884 O 11/01/30
0
3876186 737/G02 F 116,750.00 ZZ
360 116,750.00 1
1271 FAIRRIDGE CIRCLE 9.250 960.47 95
9.000 960.47 122,900.00
MARIETTA GA 30008 1 10/18/00 14
0432372654 05 12/01/00 30
2001716 O 11/01/30
0
3876592 E22/G02 F 114,300.00 ZZ
360 114,300.00 4
11041 ROGER DRIVE 9.625 971.54 90
9.375 971.54 127,000.00
NEW ORLEANS LA 70127 1 10/18/00 10
0412034928 05 12/01/00 25
0412034928 N 11/01/30
0
3876596 E22/G02 F 221,350.00 ZZ
360 221,222.65 2
645-647 EAST SUNRISE BOULEVARD 8.750 1,741.36 95
8.500 1,741.36 233,900.00
LONG BEACH CA 90806 1 09/21/00 04
0412129991 05 11/01/00 30
0412129991 O 10/01/30
0
1
3876597 E22/G02 F 95,200.00 ZZ
360 95,200.00 1
216 TRAVIS LANE 9.000 766.00 80
8.750 766.00 119,000.00
DAVENPORT FL 33837 1 10/11/00 00
0412136004 03 12/01/00 0
0412136004 O 11/01/30
0
3876601 E22/G02 F 160,200.00 ZZ
360 160,200.00 1
2951 MILLER WAY 9.250 1,317.93 90
9.000 1,317.93 178,000.00
PLACERVILLE CA 95667 1 10/04/00 01
0412144685 05 12/01/00 25
0412144685 O 11/01/30
0
3876602 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
780 RABBIT DEN ROAD 9.125 813.63 61
8.875 813.63 165,000.00
HOT SPRINGS NC 28743 1 10/11/00 00
0412148363 05 12/01/00 0
0412148363 O 11/01/30
0
3876603 E22/G02 F 108,000.00 ZZ
360 108,000.00 1
730 A MISSY'S WAY 9.750 927.89 80
9.500 927.89 135,000.00
MISSOULA MT 59801 2 10/11/00 00
0412149213 07 12/01/00 0
0412149213 N 11/01/30
0
3876604 E22/G02 F 51,200.00 ZZ
360 51,200.00 3
104 MAIN STREET 9.500 430.52 95
9.250 430.52 53,900.00
BRADFORD VT 05033 1 10/11/00 10
0412150872 05 12/01/00 30
0412150872 O 11/01/30
0
3876610 E22/G02 F 171,900.00 ZZ
360 171,900.00 1
510 EVERETT STREET 8.500 1,321.76 80
8.250 1,321.76 215,000.00
1
LAKEWOOD CO 80226 2 10/05/00 00
0412156572 05 12/01/00 0
0412156572 O 11/01/30
0
3876614 E22/G02 F 43,900.00 ZZ
360 43,900.00 1
1601 MONONGALIA AVE SW 8.750 345.36 74
8.500 345.36 60,000.00
WILLMAR MN 56201 2 10/05/00 00
0412162984 05 12/01/00 0
0412162984 O 11/01/30
0
3876620 E22/G02 F 65,550.00 ZZ
360 65,550.00 1
1946 S MAIN STREET 9.625 557.17 95
9.375 557.17 69,000.00
FAIRGROVE MI 48733 1 10/11/00 04
0412168650 05 12/01/00 30
0412168650 O 11/01/30
0
3876621 E22/G02 F 70,000.00 ZZ
360 70,000.00 1
1218 LINCOLN AVENUE 8.875 556.95 78
8.625 556.95 90,000.00
PORT HURON MI 48060 5 10/05/00 00
0412169211 05 12/01/00 0
0412169211 O 11/01/30
0
3876624 E22/G02 F 24,700.00 ZZ
360 24,700.00 1
3099 NW 48 AVE # 349 8.875 196.52 90
8.625 196.52 27,500.00
LAUDERDALE LAKE FL 33313 1 10/11/00 01
0412172199 01 12/01/00 25
0412172199 O 11/01/30
0
3876629 E22/G02 F 112,500.00 ZZ
360 112,500.00 4
527 ELBERON AVE 9.750 966.55 90
9.500 966.55 125,000.00
CINCINNATI OH 45205 1 10/11/00 04
0412176745 05 12/01/00 25
0412176745 N 11/01/30
0
1
3876630 E22/G02 F 110,700.00 ZZ
360 110,700.00 1
1023 ORCHARD STREET 9.250 910.70 90
9.000 910.70 123,000.00
WENATCHEE WA 98801 1 10/06/00 01
0412177719 05 12/01/00 25
0412177719 N 11/01/30
0
3876631 E22/G02 F 67,500.00 ZZ
360 67,500.00 1
23062 ADAMS STREET 9.125 549.20 75
8.875 549.20 90,000.00
ATHENS AL 35613 5 10/10/00 00
0412178279 05 12/01/00 0
0412178279 N 11/01/30
0
3876632 E22/G02 F 81,900.00 ZZ
360 81,900.00 3
1325 & 1327 EAST EVANS AVENUE 9.500 688.66 90
9.250 688.66 91,000.00
PUEBLO CO 81004 1 10/11/00 10
0412181117 05 12/01/00 25
0412181117 N 11/01/30
0
3877993 637/G02 F 104,000.00 T
360 104,000.00 1
692 TWIN PINES WAY 9.250 855.59 80
9.000 855.59 130,000.00
LEXINGTON KY 40514 1 10/17/00 00
0432382026 05 12/01/00 0
0018749523 O 11/01/30
0
3878513 E45/G02 F 87,200.00 ZZ
360 87,099.30 1
652-B LARADO COURT 8.750 686.00 80
8.500 686.00 109,000.00
GRAND JUNCTION CO 81504 2 08/17/00 00
0432375350 07 10/01/00 0
91132 N 09/01/30
0
3881055 E22/G02 F 95,900.00 ZZ
360 95,900.00 1
1
RT. 626 HALLIEFORD ROAD 8.625 745.90 80
8.375 745.90 119,900.00
HALLIEFORD VA 23068 1 10/12/00 00
0412123531 05 12/01/00 0
0412123531 O 11/01/30
0
3881059 E22/G02 F 59,500.00 ZZ
360 59,500.00 1
10206 SHELEY ROAD 9.250 489.49 80
9.000 489.49 75,000.00
INDEPENDENCE MO 64052 5 10/06/00 00
0412139289 05 12/01/00 0
0412139289 O 11/01/30
0
3881062 E22/G02 F 97,500.00 ZZ
360 97,500.00 1
1421 BULLARD AVENUE 9.250 802.11 75
9.000 802.11 130,000.00
METAIRIE LA 70003 5 10/06/00 00
0412149593 05 12/01/00 0
0412149593 O 11/01/30
0
3881064 E22/G02 F 66,500.00 ZZ
360 66,500.00 1
3511 FOREST GLADE RIDGE 9.000 535.07 64
8.750 535.07 105,000.00
SAN ANTONIO TX 78247 5 10/06/00 00
0412154205 05 12/01/00 0
0412154205 O 11/01/30
0
3881068 E22/G02 F 53,100.00 ZZ
360 53,100.00 1
7700 PEMBROKE RD 9.000 427.25 90
8.750 427.25 59,000.00
MIRAMAR FL 33023 1 10/12/00 01
0412159311 09 12/01/00 25
0412159311 N 11/01/30
0
3881071 E22/G02 F 132,800.00 ZZ
360 132,800.00 1
5216 EAST HAMILTON AVENUE 9.250 1,092.51 80
9.000 1,092.51 166,000.00
CASTLE ROCK CO 80104 1 10/12/00 00
0412160707 03 12/01/00 0
1
0412160707 N 11/01/30
0
3881073 E22/G02 F 167,000.00 ZZ
360 167,000.00 1
3351 SANDYSHORE 8.750 1,313.79 69
8.500 1,313.79 245,000.00
METAMORA MI 48455 5 10/06/00 00
0412162455 05 12/01/00 0
0412162455 O 11/01/30
0
3881074 E22/G02 F 25,600.00 ZZ
360 25,600.00 1
2830 SOMERSET DRIVE 9.250 210.60 80
9.000 210.60 32,000.00
LAUDERDALE LAKE FL 33311 1 10/12/00 00
0412164857 01 12/01/00 0
0412164857 O 11/01/30
0
3881080 E22/G02 F 178,200.00 ZZ
360 178,200.00 1
3765 OLD AUBURN ROAD 9.500 1,498.40 90
9.250 1,498.40 198,000.00
ROSEVILLE CA 95661 1 10/06/00 01
0412168882 05 12/01/00 25
0412168882 O 11/01/30
0
3881089 E22/G02 F 73,600.00 ZZ
360 73,600.00 1
1750 W 46 STREET 9.500 618.87 95
9.250 618.87 77,500.00
HIALEAH FL 33012 1 10/12/00 01
0412175028 08 12/01/00 30
0412175028 O 11/01/30
0
3881372 U62/G02 F 109,000.00 ZZ
360 109,000.00 1
2651 BAYVIEW WAY 9.475 914.54 84
9.225 914.54 130,000.00
PENSACOLA FL 32503 5 09/28/00 04
0432358521 05 12/01/00 12
2001213850 O 11/01/30
0
1
3881411 L59/G02 F 85,600.00 ZZ
360 85,600.00 1
104 PRINCE ST 8.125 635.58 80
7.875 635.58 107,000.00
LAFAYETTE LA 70506 1 10/05/00 00
0432332401 05 12/01/00 0
437826584 O 11/01/30
0
3883264 E82/G02 F 64,850.00 ZZ
360 64,850.00 1
7632 GIFFORD ROAD 9.625 551.22 90
9.375 551.22 72,100.00
ROME NY 13440 1 10/12/00 04
0400323101 05 12/01/00 30
0400323101 O 11/01/30
0
3883369 E22/G02 F 89,550.00 ZZ
360 89,550.00 1
7459 CENTER PARKWAY 9.250 736.71 90
9.000 736.71 99,500.00
SACRAMENTO CA 95823 1 10/06/00 01
0412179889 05 12/01/00 30
0412179889 O 11/01/30
0
3883829 P06/G02 F 196,000.00 ZZ
360 196,000.00 3
2617 SOUTH ROSEWOOD AVENUE 9.125 1,594.72 80
#A - #C 8.875 1,594.72 245,000.00
SANTA ANA CA 92707 2 10/01/00 00
0432353738 05 12/01/00 0
0001162 O 11/01/30
0
3884227 964/G02 F 157,600.00 ZZ
360 157,600.00 1
2810 NE BARRONESS PLACE 8.500 1,211.81 80
8.250 1,211.81 197,000.00
BEND OR 97701 5 10/16/00 00
0432373058 05 12/01/00 0
90610 O 11/01/30
0
3884322 M11/G02 F 43,200.00 ZZ
360 43,178.75 1
3410 COUNTRY CLUB DRIVE 9.500 363.25 95
#194 9.250 363.25 45,500.00
1
IRVING TX 75062 1 09/21/00 04
0432339711 01 11/01/00 30
003899 O 10/01/30
0
3885178 E22/G02 F 65,700.00 ZZ
360 65,700.00 1
15235 EAGLE RUN 9.375 546.46 90
9.125 546.46 73,000.00
BEXAR TX 78233 2 10/09/00 01
0411992274 05 12/01/00 25
0411992274 N 11/01/30
0
3885183 E22/G02 F 201,950.00 ZZ
360 201,833.81 1
555 WESTERN AVENUE 8.750 1,588.74 68
8.500 1,588.74 300,000.00
GLOUCESTER MA 01930 2 09/26/00 00
0412119562 05 11/01/00 0
0412119562 O 10/01/30
0
3885185 E22/G02 F 68,400.00 ZZ
360 68,400.00 1
12 KINGSTON COURT 9.750 587.66 95
9.500 587.66 72,000.00
MERRIMACK NH 03054 1 10/13/00 04
0412123895 01 12/01/00 30
0412123895 O 11/01/30
0
3885195 E22/G02 F 67,400.00 ZZ
360 67,400.00 1
2036 MAPLE AVENUE 9.875 585.27 75
9.625 585.27 89,900.00
SHERIDAN WY 82801 5 10/13/00 00
0412147357 05 12/01/00 0
0412147357 N 11/01/30
0
3885197 E22/G02 F 40,000.00 ZZ
360 40,000.00 1
2409 KNOX DRIVE 9.625 340.00 80
9.375 340.00 50,000.00
DEL CITY OK 73113 2 10/13/00 00
0412155707 05 12/01/00 0
0412155707 N 11/01/30
0
1
3885216 E22/G02 F 117,000.00 ZZ
360 117,000.00 1
31239 KNOLLWOOD CT 8.250 878.98 52
8.000 878.98 225,000.00
DENHAM SPRINGS LA 70706 2 10/09/00 00
0412177099 05 12/01/00 0
0412177099 O 11/01/30
0
3885219 E22/G02 F 35,200.00 ZZ
360 35,200.00 1
2914 NORTH HAMILTON STREET 9.375 292.78 80
9.125 292.78 44,001.00
SPOKANE WA 99207 1 10/09/00 00
0412177479 05 12/01/00 0
0412177479 N 11/01/30
0
3885224 E22/G02 F 112,800.00 ZZ
360 112,800.00 1
18908 RAVENGLEN COURT 8.875 897.49 80
8.625 897.49 141,000.00
DALLAS TX 75287 1 10/12/00 00
0412180903 05 12/01/00 0
0412180903 O 11/01/30
0
3885427 A50/A50 F 129,000.00 ZZ
360 128,923.84 1
6501 BROWNSVILLE ROAD 8.625 1,003.35 88
8.375 1,003.35 147,000.00
LITHIA SPRINGS GA 30122 2 09/29/00 11
211057 05 11/01/00 25
211057 O 10/01/30
0
3885555 286/286 F 39,150.00 ZZ
360 39,130.75 2
318-20 SOUTH 9TH 9.500 329.19 90
9.250 329.19 43,500.00
QUINCY IL 62301 1 09/28/00 10
09762490 05 11/01/00 25
09762490 N 10/01/30
0
3885697 286/286 F 119,000.00 ZZ
360 118,936.68 2
1
905 AND 907 PINE STREET 9.125 968.22 80
8.875 968.22 148,800.00
OAKLAND CA 94607 1 09/22/00 00
09767645 05 11/01/00 0
09767645 O 10/01/30
0
3885709 M66/G02 F 104,250.00 ZZ
360 104,186.84 1
100 W HARVEY STREET 8.500 801.60 75
8.250 801.60 140,000.00
PHILADELPHIA PA 19144 5 09/28/00 00
0432336758 05 11/01/00 0
90200504 O 10/01/30
0
3886100 168/168 F 100,000.00 ZZ
360 99,942.47 1
15 DEERPATH DRIVE 8.750 786.70 80
8.500 786.70 126,500.00
LANCASTER NY 14086 1 09/29/00 00
0189634464 05 11/01/00 0
0189634464 O 10/01/30
0
3886847 286/286 F 110,400.00 ZZ
360 110,344.25 1
180 MASSACHUSETTS STREET 9.375 918.25 80
9.125 918.25 138,000.00
LAKE ELSINORE CA 92530 1 09/27/00 00
09769617 05 11/01/00 0
09769617 N 10/01/30
0
3887249 286/286 F 172,000.00 ZZ
360 171,469.67 1
340 NORTH POTTEBAUM ROAD 8.750 1,353.12 80
8.500 1,353.12 215,000.00
CASA GRANDE AZ 85222 1 09/01/00 00
09757524 05 10/01/00 0
09757524 N 09/01/30
0
3887278 286/286 F 54,900.00 ZZ
360 54,842.86 1
867 WAGGONER ROAD 9.250 451.65 90
9.000 451.65 61,000.00
PARADISE CA 95969 1 08/23/00 14
09757713 05 10/01/00 25
1
09757713 N 09/01/30
0
3887338 286/286 F 107,900.00 ZZ
360 107,790.59 1
5307 WESTERN BLVD 9.375 897.46 80
9.125 897.46 134,900.00
RALEIGH NC 27606 1 08/31/00 00
9756926 05 10/01/00 0
9756926 N 09/01/30
0
3887439 286/286 F 165,000.00 ZZ
360 164,804.48 1
1516 SOUTH LAKE STEVENS ROAD 8.625 1,283.35 80
8.375 1,283.35 208,000.00
EVERETT WA 98205 5 08/18/00 00
9759511 05 10/01/00 0
9759511 O 09/01/30
0
3887514 286/286 F 204,000.00 ZZ
360 203,882.63 4
3774 MEADE AVENUE 8.750 1,604.87 80
8.500 1,604.87 255,000.00
SAN DIEGO CA 92116 1 08/30/00 00
9759158 05 11/01/00 0
9759158 N 10/01/30
0
3888008 M66/G02 F 76,500.00 ZZ
360 76,462.37 1
380 SHURS LANE 9.500 643.26 90
9.250 643.26 85,000.00
PHILADELPHIA PA 19128 1 09/29/00 11
0432333284 05 11/01/00 25
141478 N 10/01/30
0
3888184 T44/G02 F 71,200.00 ZZ
360 71,200.00 1
1725 N MAIN STREET 8.375 541.17 80
8.125 541.17 89,000.00
MOUNT AIRY NC 27030 1 10/20/00 00
0432380145 05 12/01/00 0
338BAVA O 11/01/30
0
1
3888204 286/286 F 137,000.00 ZZ
360 136,917.01 2
32775 CANYON VISTA A&B 8.500 1,053.41 89
8.250 1,053.41 155,000.00
CATHEDRAL CITY CA 92234 2 09/06/00 11
9758657 05 11/01/00 25
9758657 N 10/01/30
0
3888251 286/286 F 168,000.00 ZZ
360 167,829.66 3
4634 SPRUCE STREET 9.375 1,397.34 80
9.125 1,397.34 210,000.00
PHILADELPHIA PA 19139 1 08/29/00 00
9758635 05 10/01/00 0
9758635 N 09/01/30
0
3888298 286/286 F 51,300.00 ZZ
360 51,274.77 2
15817 SOUTH LEXINGTON 9.500 431.36 82
9.250 431.36 63,000.00
HARVEY IL 60426 1 09/28/00 10
09761408 05 11/01/00 25
09761408 N 10/01/30
0
3888304 286/286 F 122,400.00 ZZ
360 122,279.10 3
2002-2006 WEST 100TH STREET 9.500 1,029.21 90
9.250 1,029.21 136,000.00
CLEVELAND OH 44102 1 09/05/00 04
9756911 05 10/01/00 25
9756911 N 09/01/30
0
3888433 286/286 F 166,500.00 ZZ
360 166,418.11 1
7754 CHATFIELD LANE 9.500 1,400.02 90
9.250 1,400.02 185,000.00
ELLICOT CITY MD 21043 1 09/29/00 11
09763985 05 11/01/00 25
09763985 O 10/01/30
0
3888448 286/286 F 49,500.00 ZZ
360 49,452.39 3
404 ST JOSEPH STREET 9.625 420.74 90
9.375 420.74 55,000.00
1
LANCASTER PA 17603 1 08/30/00 04
9755713 05 10/01/00 25
9755713 N 09/01/30
0
3888568 286/286 F 33,250.00 ZZ
360 33,232.76 1
11 CHESTNUT STREET UNIT 2 9.250 273.54 95
9.000 273.54 35,000.00
DUDLEY MA 01571 1 09/26/00 14
09764540 01 11/01/00 30
09764540 O 10/01/30
0
3888597 286/286 F 78,750.00 ZZ
360 78,672.23 3
2124 ELIZABETH AVENUE 9.500 662.17 90
9.250 662.17 87,500.00
SHASTA LAKE CA 96019 1 08/31/00 14
9758207 05 10/01/00 25
9758207 N 09/01/30
0
3888803 286/286 F 89,900.00 ZZ
360 89,853.39 2
21 HERMAN STREET 9.250 739.59 90
9.000 739.59 100,000.00
GONIC NH 03839 1 09/29/00 10
09757182 05 11/01/00 25
09757182 N 10/01/30
0
3889106 286/286 F 208,000.00 ZZ
360 207,747.09 4
1424 EAST 31ST STREET 8.500 1,599.34 80
8.250 1,599.34 260,000.00
OAKLAND CA 94602 1 08/21/00 00
9758428 05 10/01/00 0
9758428 O 09/01/30
0
3889184 286/286 F 115,000.00 ZZ
360 114,863.71 1
5578 RED BONE LANE 8.625 894.46 80
8.375 894.46 144,000.00
ORLANDO FL 32810 5 08/31/00 00
9758631 05 10/01/00 0
9758631 O 09/01/30
0
1
3889188 286/286 F 117,000.00 ZZ
360 116,942.45 4
351 COMMUNIPAW AVENUE 9.500 983.80 90
9.250 983.80 130,000.00
JERSEY CITY NJ 07304 1 09/29/00 14
09762628 05 11/01/00 25
09762628 N 10/01/30
0
3889231 286/286 F 188,100.00 ZZ
360 187,997.25 1
8918 ABBOTT AVENUE 9.000 1,513.50 90
8.750 1,513.50 210,000.00
SURFSIDE FL 33154 1 09/18/00 01
9765873 05 11/01/00 25
9765873 O 10/01/30
0
3889399 696/G02 F 119,500.00 ZZ
360 119,500.00 1
444 ROSE WAY 8.875 950.80 78
8.625 950.80 154,000.00
BEL AIR MD 21014 1 10/12/00 00
0432338739 03 12/01/00 0
30100158 O 11/01/30
0
3889401 696/G02 F 217,800.00 ZZ
360 217,800.00 1
603 GATESTONE STREET 8.875 1,732.91 80
8.625 1,732.91 273,000.00
GAITHERSBURG MD 20878 1 10/13/00 00
0432338804 03 12/01/00 0
31900079 O 11/01/30
0
3889457 286/286 F 106,700.00 ZZ
360 106,541.30 1
7433 MACON ROAD 9.500 897.19 75
9.250 897.19 142,310.00
CORDOVA TN 38018 1 07/28/00 00
09969341 03 09/01/00 0
09969341 O 08/01/30
0
3889612 286/286 F 92,000.00 ZZ
360 91,944.27 1
1
773 EAST 2910 SOUTH 8.500 707.40 80
8.250 707.40 115,000.00
SALT LAKE CITY UT 84106 1 09/20/00 00
9764382 05 11/01/00 0
9764382 O 10/01/30
0
3889816 286/286 F 64,000.00 ZZ
360 63,968.52 1
1320 EAST HAMPTON STREET 9.500 538.15 80
9.250 538.15 80,000.00
TUCSON AZ 85719 1 09/27/00 00
9967180 05 11/01/00 0
9967180 N 10/01/30
0
3889859 286/286 F 94,950.00 ZZ
360 94,903.30 1
5225 ARCHER ROAD 9.500 798.39 90
9.250 798.39 105,500.00
HOPE MILLS NC 28348 1 09/27/00 10
9770077 05 11/01/00 25
9770077 O 10/01/30
0
3889931 286/286 F 145,350.00 ZZ
360 145,276.60 1
4601 NOTTINGHAM ROAD 9.375 1,208.95 90
9.125 1,208.95 161,500.00
JACKSONVILLE FL 32210 1 09/25/00 01
9769225 05 11/01/00 25
9769225 O 10/01/30
0
3890096 286/286 F 168,000.00 ZZ
360 167,898.23 1
9403 MARILLA DRIVE 8.500 1,291.77 80
8.250 1,291.77 210,000.00
LAKESIDE CA 92040 5 09/13/00 00
9763879 05 11/01/00 0
9763879 O 10/01/30
0
3890819 E22/G02 F 124,950.00 ZZ
360 124,950.00 1
151 PR 4737 8.875 994.16 80
8.625 994.16 156,200.00
NEWARK TX 76071 1 10/16/00 00
0411990641 03 12/01/00 0
1
0411990641 O 11/01/30
0
3890820 E22/G02 F 89,500.00 ZZ
360 89,500.00 1
913 SOUTH CALDWELL AVENUE 9.250 736.29 78
9.000 736.29 115,000.00
ONTARIO CA 91761 2 10/02/00 00
0412072035 05 12/01/00 0
0412072035 O 11/01/30
0
3890822 E22/G02 F 170,000.00 ZZ
360 170,000.00 1
348 STILLWATER LOOP 8.750 1,337.39 78
8.500 1,337.39 220,000.00
KALISPELL MT 59901 2 10/08/00 00
0412097404 05 12/01/00 0
0412097404 O 11/01/30
0
3890823 E22/G02 F 113,200.00 ZZ
360 113,200.00 1
824-B RHOADES ROAD 8.750 890.54 76
8.500 890.54 149,000.00
WINLOCK WA 98596 2 10/02/00 00
0412104697 27 12/01/00 0
0412104697 O 11/01/30
0
3890825 E22/G02 F 31,500.00 ZZ
360 31,500.00 1
167 FLAIR DRIVE 9.625 267.75 90
9.375 267.75 35,000.00
SAN ANTONIO TX 78227 1 10/09/00 01
0412130163 05 12/01/00 25
0412130163 N 11/01/30
0
3890827 E22/G02 F 72,800.00 ZZ
360 72,800.00 1
21327 PARK TREE LANE 9.000 585.77 79
8.750 585.77 93,000.00
KATY TX 77450 5 10/11/00 00
0412133159 03 12/01/00 0
0412133159 O 11/01/30
0
1
3890828 E22/G02 F 63,200.00 ZZ
360 63,200.00 1
5277 MENDOZA STREET 24B 9.000 508.52 80
8.750 508.52 79,000.00
WEST PALM BEACH FL 33415 1 10/16/00 00
0412133324 03 12/01/00 0
0412133324 O 11/01/30
0
3890832 E22/G02 F 100,800.00 ZZ
360 100,800.00 2
236 PARK STREET 9.625 856.79 90
9.375 856.79 112,000.00
BURLINGTON VT 05401 1 10/16/00 04
0412138778 05 12/01/00 25
0412138778 N 11/01/30
0
3890836 E22/G02 F 105,300.00 ZZ
360 105,300.00 1
589 BAMBOO ROAD 9.375 875.83 90
9.125 875.83 117,000.00
MONROEVILLE AL 36460 5 10/10/00 01
0412145161 05 12/01/00 25
0412145161 O 11/01/30
0
3890837 E22/G02 F 135,500.00 ZZ
360 135,500.00 1
3340 BETHESDA PARK COURT 8.875 1,078.10 85
8.625 1,078.10 160,000.00
LAWNRENCEVILLE GA 30044 2 10/10/00 01
0412150500 05 12/01/00 25
0412150500 O 11/01/30
0
3890840 E22/G02 F 100,000.00 ZZ
360 100,000.00 2
652 54TH STREET A & B 8.750 786.70 58
8.500 786.70 175,000.00
SACRAMENTO CA 95819 5 10/08/00 00
0412159956 05 12/01/00 0
0412159956 O 11/01/30
0
3890843 E22/G02 F 77,400.00 ZZ
360 77,400.00 1
5632 WEST HOLLY STREET 8.500 595.14 90
8.250 595.14 86,000.00
1
PHOENIX AZ 85035 5 10/10/00 10
0412162570 05 12/01/00 25
0412162570 O 11/01/30
0
3890846 E22/G02 F 37,200.00 ZZ
360 37,200.00 2
1537 POST ROAD 9.875 323.03 80
9.625 323.03 46,500.00
SAN MARCOS TX 78666 1 10/12/00 00
0412166944 05 12/01/00 0
0412166944 O 11/01/30
0
3890848 E22/G02 F 45,800.00 ZZ
360 45,800.00 1
3140 ASHLEY ROAD 9.000 368.52 90
8.750 368.52 50,900.00
MONTGOMERY AL 36108 1 10/11/00 04
0412168106 05 12/01/00 25
0412168106 O 11/01/30
0
3890851 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
5606 CIRCE CIRCLE 8.875 795.64 50
8.625 795.64 202,300.00
S. PADRE ISLAND TX 78597 5 10/10/00 00
0412171449 05 12/01/00 0
0412171449 O 11/01/30
0
3890852 E22/G02 F 55,000.00 ZZ
360 55,000.00 1
8335 FOREST LANE 9.500 462.47 23
9.250 462.47 243,000.00
FOLEY AL 36535 5 10/10/00 00
0412172918 05 12/01/00 0
0412172918 O 11/01/30
0
3890853 E22/G02 F 154,900.00 T
360 154,900.00 1
3359 BRUCE DRIVE 9.125 1,260.32 78
8.875 1,260.32 199,900.00
SOUTH LAKE TAHO CA 96150 1 10/05/00 00
0412173387 05 12/01/00 0
0412173387 O 11/01/30
0
1
3890855 E22/G02 F 127,800.00 ZZ
360 127,800.00 1
4156 QUILLEN 8.875 1,016.83 90
8.625 1,016.83 142,000.00
WATERFORD MI 48329 5 10/11/00 04
0412175135 05 12/01/00 25
0412175135 O 11/01/30
0
3890859 E22/G02 F 123,000.00 ZZ
360 123,000.00 1
1163-A GARREN CREEK 8.125 913.27 76
7.875 913.27 163,000.00
FAIRVIEW NC 28730 1 10/16/00 00
0412181059 05 12/01/00 0
0412181059 O 11/01/30
0
3890863 E22/G02 F 146,000.00 T
360 146,000.00 1
1888 KOYUKON DRIVE 8.750 1,148.58 80
8.500 1,148.58 182,500.00
SOUTH LAKE TAHO CA 96150 1 10/09/00 00
0412184699 05 12/01/00 0
0412184699 O 11/01/30
0
3890866 E22/G02 F 88,200.00 ZZ
360 88,200.00 4
616 ALCAZAR STREET SE 9.500 741.63 70
9.250 741.63 126,000.00
ALBUQUERQUE NM 87108 2 10/16/00 00
0412187155 05 12/01/00 0
0412187155 N 11/01/30
0
3890867 E22/G02 F 193,500.00 ZZ
360 193,500.00 1
9920 SOUTH DEER CREEK COU 8.875 1,539.57 90
8.625 1,539.57 215,000.00
HIGHLANDS RANCH CO 80129 1 10/16/00 10
0412189581 03 12/01/00 25
0412189581 N 11/01/30
0
3890869 E22/G02 F 187,500.00 ZZ
360 187,500.00 1
1
10171 JOANNA K 8.875 1,491.83 75
8.625 1,491.83 250,000.00
WHITE LAKE MI 48326 1 10/16/00 00
0412189953 05 12/01/00 0
0412189953 O 11/01/30
0
3891275 286/286 F 75,000.00 ZZ
360 74,961.11 1
34820 F STREET 9.250 617.01 80
9.000 617.01 94,000.00
BARSTOW CA 92311 2 09/11/00 00
9761142 05 11/01/00 0
9761142 O 10/01/30
0
3891376 286/286 F 94,450.00 ZZ
360 94,359.15 1
5565 LIGHTFOOT WAY 9.625 802.82 90
9.375 802.82 105,000.00
PARADISE CA 95969 1 08/30/00 14
9761022 05 10/01/00 25
9761022 N 09/01/30
0
3891454 286/286 F 80,000.00 ZZ
360 79,953.97 1
LOT 33 BLOSSOM LANE 8.750 629.36 76
8.500 629.36 106,000.00
LONG POND PA 18334 5 09/14/00 00
9760613 05 11/01/00 0
9760613 O 10/01/30
0
3892127 286/286 F 87,700.00 ZZ
360 87,601.30 1
425 EAST 380 SOUTH #6 8.875 697.78 95
8.625 697.78 92,325.00
EPHRAIM UT 84627 1 08/29/00 01
9760547 01 10/01/00 30
9760547 O 09/01/30
0
3892341 286/286 F 131,250.00 T
360 131,185.44 1
1767 MANCHESTER DRIVE 9.500 1,103.62 75
9.250 1,103.62 175,000.00
BUSHKILL PA 18324 5 09/15/00 00
9758115 05 11/01/00 0
1
9758115 O 10/01/30
0
3892852 286/286 F 58,800.00 ZZ
360 58,771.83 2
20 ALDEN STREET 9.625 499.79 70
9.375 499.79 84,000.00
SPRINGFIELD MA 01109 1 09/15/00 00
9758549 05 11/01/00 0
9758549 N 10/01/30
0
3892913 286/286 F 124,800.00 ZZ
360 124,733.59 1
15516 NE 24TH STREET 9.125 1,015.41 78
8.875 1,015.41 160,000.00
VANCOUVER WA 98684 5 09/14/00 00
9759687 05 11/01/00 0
9759687 O 10/01/30
0
3892958 286/286 F 198,000.00 ZZ
360 197,902.61 1
19806 NORTH 15TH PLACE 9.500 1,664.89 90
9.250 1,664.89 220,000.00
PHOENIX AZ 85024 5 09/18/00 01
9759809 03 11/01/00 25
9759809 O 10/01/30
0
3892998 286/286 F 143,550.00 ZZ
360 143,388.45 1
3620 JOSHUA WAY SE 8.875 1,142.15 90
8.625 1,142.15 159,500.00
OLYMPIA WA 98501 1 08/25/00 11
9755624 03 10/01/00 25
9755624 O 09/01/30
0
3893396 944/G02 F 103,500.00 ZZ
360 103,500.00 1
10702 80TH AVE EAST 8.750 814.24 75
8.500 814.24 138,000.00
PUYALLUP WA 98373 5 10/20/00 00
0432380137 05 12/01/00 0
88000322 O 11/01/30
0
1
3893475 286/286 F 223,900.00 ZZ
360 223,144.33 1
1651 WEST CERRITOS AVENUE 8.875 1,781.45 77
8.625 1,781.45 291,000.00
ANAHEIM CA 92802 5 08/21/00 00
9753265 05 10/01/00 0
9753265 O 09/01/30
0
3893538 286/286 F 151,200.00 ZZ
360 151,050.67 3
7151 DWIGHT WAY 9.500 1,271.37 80
9.250 1,271.37 189,000.00
SAN BERNARDINO CA 92404 1 08/15/00 00
9754014 05 10/01/00 0
9754014 N 09/01/30
0
3893600 286/286 F 124,100.00 ZZ
360 124,035.66 1
404 WEST SAN MARCOS BOULEVARD 9.250 1,020.94 75
#110 9.000 1,020.94 165,501.00
SAN MARCOS CA 92069 1 09/13/00 00
9754833 01 11/01/00 0
9754833 O 10/01/30
0
3894126 637/G02 F 153,600.00 ZZ
360 153,600.00 3
339 ANGIER AVENUE 9.625 1,305.59 80
9.375 1,305.59 192,000.00
ATLANTA GA 30312 1 10/19/00 00
0432390524 05 12/01/00 0
0021815683 N 11/01/30
0
3895688 A22/G02 F 245,000.00 ZZ
360 245,000.00 1
15 BOWER PLACE 8.750 1,927.42 60
8.500 1,927.42 410,000.00
HUNTINGTON NY 11743 2 10/26/00 00
0432382257 05 12/01/00 0
219 O 11/01/30
0
3895746 E22/G02 F 220,000.00 ZZ
360 220,000.00 1
3 ARNOLD ROAD 9.250 1,809.89 80
9.000 1,809.89 275,000.00
1
PEABODY MA 01960 5 10/12/00 00
0412104846 05 12/01/00 0
0412104846 O 11/01/30
0
3895748 E22/G02 F 83,000.00 ZZ
360 83,000.00 1
7606 LOIS DRIVE 9.000 667.84 75
8.750 667.84 112,000.00
QUINLAN TX 75474 5 10/12/00 00
0412123325 05 12/01/00 0
0412123325 O 11/01/30
0
3895749 E22/G02 F 141,550.00 ZZ
360 141,550.00 1
7130 WEGMEYER 9.125 1,151.70 95
8.875 1,151.70 149,000.00
HERRON MI 49744 5 10/12/00 04
0412127870 05 12/01/00 30
0412127870 O 11/01/30
0
3895752 E22/G02 F 64,000.00 ZZ
360 64,000.00 1
8214 GOODNIGHT TRAIL 9.250 526.51 80
9.000 526.51 80,000.00
AMARILLO TX 79110 5 10/12/00 00
0412147332 05 12/01/00 0
0412147332 O 11/01/30
0
3895754 E22/G02 F 128,800.00 ZZ
360 128,800.00 1
440 EAST MOUNTAIN VIEW BOULEVA 9.125 1,047.96 80
8.875 1,047.96 161,000.00
BIG BEAR CITY CA 92314 1 10/05/00 00
0412150286 05 12/01/00 0
0412150286 O 11/01/30
0
3895764 E22/G02 F 25,650.00 ZZ
360 25,650.00 1
514 E MT VERNON 8.875 204.08 90
8.625 204.08 28,500.00
NIXA MO 65714 1 10/17/00 01
0412165060 05 12/01/00 30
0412165060 O 11/01/30
0
1
3895767 E22/G02 F 50,350.00 ZZ
360 50,350.00 1
8600 COPPERTOWNE LANE, #1700 9.500 423.37 95
9.250 423.37 53,000.00
DALLAS TX 75243 1 10/17/00 10
0412167918 01 12/01/00 30
0412167918 O 11/01/30
0
3895768 E22/G02 F 153,600.00 ZZ
360 153,600.00 1
1021 PINE STREET 9.250 1,263.63 70
9.000 1,263.63 220,000.00
NEW ORLEANS LA 70118 5 10/12/00 00
0412168098 05 12/01/00 0
0412168098 O 11/01/30
0
3895773 E22/G02 F 125,600.00 ZZ
360 125,600.00 1
9255 INDIAN LANE 8.750 988.10 80
8.500 988.10 157,000.00
RENO NV 89506 1 10/10/00 00
0412178915 05 12/01/00 0
0412178915 O 11/01/30
0
3895775 E22/G02 F 58,800.00 ZZ
360 58,800.00 1
8543 LAKE POINT COURT 9.500 494.42 80
9.250 494.42 73,500.00
LAKE WORTH FL 33467 1 10/17/00 00
0412182024 09 12/01/00 0
0412182024 N 11/01/30
0
3895781 E22/G02 F 71,600.00 ZZ
360 71,600.00 1
18853 MANZANITA DRIVE 9.500 602.05 80
UNIT # D 9.250 602.05 89,500.00
TWAIN HARTE CA 95383 1 10/12/00 00
0412186546 09 12/01/00 0
0412186546 N 11/01/30
0
3897352 E82/G02 F 99,200.00 ZZ
360 99,200.00 1
1
21202 PINE RIDGE DRIVE 8.750 780.41 80
8.500 780.41 124,000.00
CORNELIUS NC 28031 5 10/11/00 00
0400321022 05 12/01/00 0
0400321022 O 11/01/30
0
3897354 E82/G02 F 64,800.00 ZZ
360 64,800.00 1
4924 FARM POND LANE 9.125 527.23 80
8.875 527.23 81,000.00
CHARLOTTE NC 28212 1 10/13/00 00
0400329553 05 12/01/00 0
0400329553 N 11/01/30
0
3897357 E82/G02 F 147,000.00 ZZ
360 147,000.00 1
2342 CRAYCROFT DRIVE 8.500 1,130.30 47
8.250 1,130.30 317,345.00
COLORADO SPRING CO 80920 1 10/13/00 00
0400251377 05 12/01/00 0
0400251377 N 11/01/30
0
3897358 E82/G02 F 84,800.00 T
360 84,800.00 1
7181 ELM COURT 9.250 697.63 80
9.000 697.63 106,000.00
SOUTH BRUNSWICK NJ 08852 1 10/13/00 00
0400331757 01 12/01/00 0
0400331757 O 11/01/30
0
3898736 664/G02 F 147,250.00 ZZ
360 147,177.57 3
1722 NORTH TRIPP STREET 9.500 1,238.16 95
9.250 1,238.16 155,000.00
CHICAGO IL 60639 1 09/29/00 11
0432352656 05 11/01/00 30
0003474368 O 10/01/30
0
3899542 M66/G02 F 82,650.00 ZZ
360 82,650.00 4
225 227 WEST MAPLE AVE 8.875 657.61 95
8.625 657.61 87,000.00
WILDWOOD NJ 08260 1 10/23/00 01
0432380202 05 12/01/00 30
1
141796 O 11/01/30
0
3900239 637/G02 F 112,000.00 ZZ
360 111,947.74 1
HEATH ROAD 9.750 962.26 80
9.500 962.26 140,000.00
NOBLEBORO ME 04555 1 09/29/00 00
0432349389 05 11/01/00 0
0021238415 O 10/01/30
0
3900260 637/G02 F 39,150.00 ZZ
360 39,131.25 4
10 GRAY STREET 9.625 332.77 90
9.375 332.77 43,500.00
WATERVILLE ME 04901 1 09/27/00 11
0432349579 05 11/01/00 25
0021226758 N 10/01/30
0
3900274 637/G02 F 149,400.00 ZZ
360 149,314.05 1
476 FRASER STREET 8.750 1,175.33 90
8.500 1,175.33 166,000.00
ATLANTA GA 30312 1 09/29/00 10
0432349249 09 11/01/00 25
0021814447 O 10/01/30
0
3900413 637/G02 F 40,000.00 ZZ
360 39,978.15 1
ROUTE 141 9.000 321.85 60
8.750 321.85 67,000.00
SWANVILLE ME 04915 5 09/25/00 00
0432349066 05 11/01/00 0
0020419008 O 10/01/30
0
3900771 664/G02 F 68,400.00 ZZ
360 68,365.46 1
202 MCKOOL AVENUE 9.375 568.92 80
9.125 568.92 85,500.00
ROMEOVILLE IL 60446 1 10/05/00 00
0432350197 05 11/01/00 0
3675808 N 10/01/30
0
1
3900877 286/286 F 124,000.00 ZZ
360 123,939.01 2
10-12 CLARKSON STREET 9.500 1,042.66 80
9.250 1,042.66 156,000.00
ANSONIA CT 06401 2 09/07/00 00
9761669 05 11/01/00 0
9761669 O 10/01/30
0
3900951 286/286 F 87,300.00 ZZ
360 87,258.18 2
1912 SOLLY AVENUE 9.625 742.04 90
9.375 742.04 97,000.00
PHILADELPHIA PA 19152 1 09/15/00 04
9762104 05 11/01/00 25
9762104 N 10/01/30
0
3901158 286/286 F 190,000.00 ZZ
360 189,893.48 1
7958 PRIMROSE DRIVE 8.875 1,511.73 79
8.625 1,511.73 243,000.00
BUENA PARK CA 90620 5 09/18/00 00
9762630 05 11/01/00 0
9762630 O 10/01/30
0
3901286 286/286 F 67,800.00 ZZ
360 67,733.04 1
3413 TENDRIL COURT 9.500 570.10 90
9.250 570.10 75,400.00
WOODBRIDGE VA 22192 1 08/30/00 01
0423335 09 10/01/00 25
0423335 O 09/01/30
0
3902087 F32/G02 F 81,300.00 ZZ
360 81,300.00 1
1146 HOUSTON MILL ROAD 9.250 668.84 35
9.000 668.84 235,000.00
ATLANTA GA 30329 5 10/06/00 00
0432348126 05 12/01/00 0
999999999 N 11/01/30
0
3902530 168/168 F 165,750.00 ZZ
360 165,750.00 1
7015 MEADOWLARK COURT 8.875 1,318.78 77
8.625 1,318.78 215,960.00
1
WHEATFIELD NY 14120 1 10/11/00 00
0249543125 05 12/01/00 0
0249543125 O 11/01/30
0
3902765 B57/G02 F 102,600.00 ZZ
360 102,600.00 4
15850 CHEHALIS ROAD 8.625 798.01 90
8.375 798.01 115,000.00
APPLE VALLEY CA 92307 1 10/05/00 14
0432350445 05 12/01/00 25
2014573 N 11/01/30
0
3902832 742/G02 F 171,000.00 ZZ
360 171,000.00 1
61 ROSETOWN 8.750 1,345.26 90
8.500 1,345.26 190,000.00
TOMKINS COVE NY 10986 1 10/25/00 14
0432393445 05 12/01/00 25
6134241 O 11/01/30
0
3903048 168/168 F 150,000.00 ZZ
360 150,000.00 1
150-28 84TH AVENUE 8.750 1,180.05 72
8.500 1,180.05 210,000.00
JAMAICA NY 11432 1 10/10/00 00
249616025 05 12/01/00 0
249616025 O 11/01/30
0
3903656 T44/G02 F 38,700.00 ZZ
360 38,700.00 1
21518 RANDSBURG MOJAVE ROAD 8.875 307.91 90
8.625 307.91 43,000.00
CALIFORNIA CITY CA 93505 1 10/24/00 14
0432390185 05 12/01/00 25
9051937 N 11/01/30
0
3904768 E22/G02 F 57,500.00 ZZ
360 57,500.00 2
531-533 EVERGREEN 9.750 494.01 90
9.500 494.01 63,900.00
SAGINAW MI 48604 1 10/19/00 04
0412136186 05 12/01/00 25
0412136186 N 11/01/30
0
1
3904773 E22/G02 F 89,000.00 ZZ
360 89,000.00 1
4713 EAST LASALLE 9.375 740.26 89
9.125 740.26 100,000.00
PHOENIX AZ 85040 5 10/11/00 04
0412158875 05 12/01/00 25
0412158875 O 11/01/30
0
3904775 E22/G02 F 18,050.00 E
360 18,050.00 1
2522 PENNSYLVANIA AVENUE 9.875 156.74 95
9.625 156.74 19,000.00
ERIE PA 16503 1 10/19/00 01
0412163321 05 12/01/00 30
0412163321 N 11/01/30
0
3904776 E22/G02 F 126,400.00 ZZ
360 126,400.00 1
15664 SW 16 COURT 8.750 994.39 80
8.500 994.39 158,000.00
PEMBROKE PINES FL 33027 1 10/19/00 00
0412164394 03 12/01/00 0
0412164394 N 11/01/30
0
3904781 E22/G02 F 31,200.00 ZZ
360 31,200.00 1
9810 SOUTH MARSHALL ROAD 9.250 256.67 80
9.000 256.67 39,000.00
SPOKANE WA 99204 1 10/10/00 00
0412168692 05 12/01/00 0
0412168692 N 11/01/30
0
3904782 E22/G02 F 118,500.00 ZZ
360 118,500.00 4
1108 NAKOMIS DRIVE N.E. 9.125 964.16 75
8.875 964.16 158,000.00
ALBUQUERQUE NM 87112 1 10/16/00 00
0412176307 05 12/01/00 0
0412176307 N 11/01/30
0
3904785 E22/G02 F 204,000.00 ZZ
360 204,000.00 1
1
1313 PETRONIA STREET 8.875 1,623.12 80
8.625 1,623.12 255,000.00
KEY WEST FL 33040 1 10/19/00 00
0412180994 05 12/01/00 0
0412180994 O 11/01/30
0
3904791 E22/G02 F 176,400.00 ZZ
360 176,400.00 1
8413 BRANDONWOOD DRIVE 8.750 1,387.74 70
8.500 1,387.74 252,000.00
NORTH RICHLAND TX 76180 1 10/19/00 00
0412192304 05 12/01/00 0
0412192304 N 11/01/30
0
3904792 E22/G02 F 95,000.00 ZZ
360 95,000.00 1
2033 VALLEY VIEW DR 9.500 798.81 76
9.250 798.81 125,000.00
LOS LUNAS NM 87031 2 10/19/00 00
0412192593 05 12/01/00 0
0412192593 N 11/01/30
0
3905855 G18/G02 F 202,400.00 ZZ
360 202,400.00 4
8813 18TH AVENUE SOUTH 8.875 1,610.39 90
8.625 1,610.39 224,900.00
BLOOMINGTON MN 55425 1 10/16/00 04
0432372183 05 12/01/00 25
09DM10002500 N 11/01/30
0
3905996 M66/G02 F 111,000.00 ZZ
360 111,000.00 1
305 WEST JOSEPH AVENUE 9.000 893.14 79
8.750 893.14 141,000.00
LINWOOD CITY NJ 08221 1 10/24/00 00
0432391761 05 12/01/00 0
141469 O 11/01/30
0
3906063 Q01/G02 F 102,000.00 ZZ
360 102,000.00 1
2698 NORTH 400 EAST 9.500 857.67 68
9.250 857.67 150,000.00
NORTH OGDEN UT 84414 5 10/25/00 00
0432391621 05 12/01/00 0
1
29866003 N 11/01/30
0
3907980 E22/G02 F 137,000.00 ZZ
360 137,000.00 1
4660 HOMESTEAD PLACE 8.500 1,053.41 55
8.250 1,053.41 251,000.00
WEDDINGTON NC 28104 5 10/13/00 00
0412170193 05 12/01/00 0
0412170193 O 11/01/30
0
3907985 E22/G02 F 139,750.00 ZZ
360 139,750.00 1
19727 ELIZABETH 9.250 1,149.69 90
9.000 1,149.69 155,300.00
ST. CLAIR SHORE MI 48080 2 10/13/00 04
0412174880 05 12/01/00 25
0412174880 O 11/01/30
0
3907997 E22/G02 F 234,000.00 ZZ
360 234,000.00 4
6 SHEPHERD AVENUE 9.625 1,988.98 90
9.375 1,988.98 260,000.00
BOSTON MA 02120 1 10/18/00 01
0412186686 05 12/01/00 25
0412186686 N 11/01/30
0
3907998 E22/G02 F 232,500.00 ZZ
360 232,500.00 3
1 SHEPHERD AVENUE 9.625 1,976.23 75
9.375 1,976.23 310,000.00
BOSTON MA 02120 1 10/18/00 00
0412187080 05 12/01/00 0
0412187080 N 11/01/30
0
3908000 E22/G02 F 232,500.00 ZZ
360 232,500.00 3
3 SHEPHERD AVENUE 9.625 1,976.23 75
9.375 1,976.23 310,000.00
BOSTON MA 02120 1 10/18/00 00
0412187965 05 12/01/00 0
0412187965 N 11/01/30
0
1
3908002 E22/G02 F 91,800.00 ZZ
360 91,800.00 1
1100 VERNON AVENUE 8.750 722.19 90
8.500 722.19 102,000.00
BALTIMORE MD 21229 5 10/13/00 04
0412189763 05 12/01/00 25
0412189763 O 11/01/30
0
3908003 E22/G02 F 64,800.00 ZZ
360 64,800.00 1
12895 OLIVER LN 9.750 556.73 90
9.500 556.73 72,000.00
MADISON AL 35758 1 10/13/00 10
0412190050 05 12/01/00 25
0412190050 N 11/01/30
0
3908004 E22/G02 F 47,500.00 ZZ
360 47,500.00 1
1501 E INTERSTATE 30 8.625 369.45 95
UNIT 221 8.375 369.45 50,000.00
GARLAND TX 75043 1 10/17/00 04
0412191256 01 12/01/00 30
0412191256 O 11/01/30
0
3908043 H19/G02 F 59,220.00 ZZ
360 59,191.62 1
3039 MIRIMAR STREET 9.625 503.37 90
9.375 503.37 65,800.00
KETTERING OH 45409 1 10/12/00 10
0432378347 05 11/01/00 25
0002202430 N 10/01/30
0
3908068 168/168 F 58,400.00 ZZ
360 58,400.00 1
219 HAWTHORNE AVENUE 8.875 464.66 80
8.625 464.66 73,000.00
TONAWANDA NY 14223 5 10/11/00 00
0249619768 05 12/01/00 0
0249619768 O 11/01/30
0
3908179 J83/G02 F 44,418.00 ZZ
360 44,391.09 1
3901 MORNING VIEW DRIVE 8.500 341.54 90
8.250 341.54 49,354.00
1
VIRGINIA BEACH VA 23456 1 09/05/00 04
0432388643 05 11/01/00 25
282891 N 10/01/30
0
3908326 J83/G02 F 93,200.00 ZZ
360 93,144.97 1
3637 NW 7TH PLACE 8.625 724.91 80
8.375 724.91 116,500.00
GAINESVILLE FL 32607 1 09/26/00 00
0432388817 05 11/01/00 0
292952 O 10/01/30
0
3908476 J83/G02 F 73,800.00 ZZ
360 73,755.29 1
1924 ARLINGTON ARCH DRIVE 8.500 567.46 90
8.250 567.46 82,000.00
VIRGINIA BEACH VA 23464 1 09/05/00 04
0432384055 05 11/01/00 25
282900 N 10/01/30
0
3908716 J83/G02 F 92,800.00 ZZ
360 92,750.61 1
1012 WILMA STREET 9.125 755.06 80
8.875 755.06 116,000.00
SAVANNAH GA 31410 1 09/28/00 00
0432356459 05 11/01/00 0
292824 O 10/01/30
0
3909005 N74/G02 F 93,500.00 ZZ
360 93,500.00 1
1104 ROZELL STREET 8.625 727.23 85
8.375 727.23 110,000.00
ROGERS AR 72756 5 10/24/00 10
0432381218 05 12/01/00 12
0024299010 O 11/01/30
0
3909055 664/G02 F 190,000.00 ZZ
360 190,000.00 1
70 SEACREST DRIVE 9.000 1,528.79 73
8.750 1,528.79 262,000.00
PORTSMOUTH RI 02871 5 10/06/00 00
0432359776 05 12/01/00 0
0003393006 O 11/01/30
0
1
3909942 E22/G02 F 51,000.00 ZZ
360 51,000.00 1
3120 LINDA STREET 9.875 442.86 85
9.625 442.86 60,000.00
SHREVEPORT LA 71119 5 10/16/00 10
0412069080 05 12/01/00 12
0412069080 O 11/01/30
0
3909945 E22/G02 F 104,500.00 ZZ
360 104,500.00 3
412 NORTH 7TH STREET 9.500 878.69 95
9.250 878.69 110,000.00
LAS VEGAS NV 89101 1 10/11/00 01
0412120834 05 12/01/00 30
0412120834 O 11/01/30
0
3909948 E22/G02 F 66,650.00 ZZ
360 66,650.00 3
119 EASTERN AVE. 9.625 566.52 90
9.375 566.52 74,100.00
WORCESTER MA 01605 1 10/20/00 01
0412135147 05 12/01/00 25
0412135147 N 11/01/30
0
3909953 E22/G02 F 196,000.00 ZZ
360 196,000.00 1
8316 KOLMAR 9.000 1,577.06 79
8.750 1,577.06 250,000.00
SKOKIE IL 60076 5 10/16/00 00
0412151524 05 12/01/00 0
0412151524 O 11/01/30
0
3909959 E22/G02 F 96,300.00 ZZ
360 96,300.00 4
512 INDIANA STREET SE 9.375 800.97 90
9.125 800.97 107,000.00
ALBUQUERQUE NM 87108 1 10/18/00 10
0412165250 05 12/01/00 25
0412165250 O 11/01/30
0
3909960 E22/G02 F 163,700.00 ZZ
360 163,700.00 3
1
282 BELMONT STREET 9.750 1,406.44 90
9.500 1,406.44 181,900.00
BROCKTON MA 02401 1 10/20/00 01
0412165672 05 12/01/00 25
0412165672 N 11/01/30
0
3909961 E22/G02 F 96,300.00 ZZ
360 96,300.00 4
134-136 OAKLAND AVENUE 9.750 827.37 90
9.500 827.37 107,000.00
PROVIDENCE RI 02908 1 10/20/00 10
0412166266 05 12/01/00 25
0412166266 N 11/01/30
0
3909962 E22/G02 F 52,000.00 ZZ
360 52,000.00 1
2213 CHAPMAN ST. 9.125 423.09 79
8.875 423.09 66,000.00
HOUSTON TX 77009 5 10/16/00 00
0412166449 05 12/01/00 0
0412166449 O 11/01/30
0
3909963 E22/G02 F 200,000.00 ZZ
360 200,000.00 1
4939 COMMONWEALTH DRIVE 8.875 1,591.29 80
8.625 1,591.29 250,000.00
SARASOTA FL 34242 1 10/17/00 00
0412167439 05 12/01/00 0
0412167439 O 11/01/30
0
3909964 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
2708 BROOKFIELD STREET 8.625 777.79 80
8.375 777.79 125,000.00
LAKE CHARLES LA 70605 1 10/20/00 00
0412168197 05 12/01/00 0
0412168197 O 11/01/30
0
3909967 E22/G02 F 66,800.00 ZZ
360 66,800.00 1
1045 HIBISCUS STREET 9.000 537.49 93
8.750 537.49 72,000.00
ATLANTIC BEACH FL 32233 2 10/16/00 04
0412169948 07 12/01/00 30
1
0412169948 O 11/01/30
0
3909969 E22/G02 F 57,600.00 ZZ
360 57,600.00 1
190 SOUTH WREN LANE 9.375 479.09 80
9.125 479.09 72,000.00
ROBERTSDALE AL 36567 5 10/16/00 00
0412176794 27 12/01/00 0
0412176794 O 11/01/30
0
3909971 E22/G02 F 144,000.00 T
360 144,000.00 1
73530 DALEA LANE 9.250 1,184.65 80
9.000 1,184.65 180,000.00
PALM DESERT CA 92260 1 10/13/00 00
0412177362 09 12/01/00 0
0412177362 O 11/01/30
0
3909972 E22/G02 F 108,000.00 ZZ
360 108,000.00 2
3140-42 SW 25 TERRACE 8.500 830.43 90
8.250 830.43 120,000.00
MIAMI FL 33133 1 10/20/00 04
0412178899 05 12/01/00 30
0412178899 O 11/01/30
0
3909973 E22/G02 F 42,000.00 ZZ
360 42,000.00 1
2600 SW 59TH ST 9.375 349.33 75
9.125 349.33 56,000.00
OKLAHOMA CITY OK 73119 5 10/16/00 00
0412179764 05 12/01/00 0
0412179764 O 11/01/30
0
3909976 E22/G02 F 94,400.00 ZZ
360 94,400.00 1
1625 W. TERRITORIAL RD. 9.250 776.61 80
9.000 776.61 118,000.00
BATTLE CREEK MI 49015 1 10/20/00 00
0412181703 05 12/01/00 0
0412181703 N 11/01/30
0
1
3909980 E22/G02 F 107,900.00 ZZ
360 107,900.00 1
13413 WINDSOR DRIVE 9.375 897.46 80
9.125 897.46 134,900.00
HAGERSTOWN MD 21742 1 10/20/00 00
0412185530 05 12/01/00 0
0412185530 N 11/01/30
0
3909983 E22/G02 F 223,200.00 ZZ
360 223,200.00 1
1742 ROWE LOOP 9.375 1,856.46 90
9.125 1,856.46 248,000.00
PFLUGERVILLE TX 78660 1 10/19/00 01
0412192007 05 12/01/00 25
0412192007 N 11/01/30
0
3909990 E22/G02 F 135,000.00 ZZ
360 135,000.00 2
1308 GLENDA DRIVE 9.750 1,159.86 90
9.500 1,159.86 150,000.00
ROUND ROCK TX 78681 1 10/20/00 01
0412198640 05 12/01/00 25
0412198640 N 11/01/30
0
3909991 E22/G02 F 48,000.00 ZZ
360 48,000.00 1
300 GAYLORD AVE. 9.750 412.39 69
9.500 412.39 70,500.00
PUEBLO CO 81004 2 10/20/00 00
0412198921 05 12/01/00 0
0412198921 N 11/01/30
0
3910516 758/G02 F 92,700.00 ZZ
360 92,700.00 1
907 MAPLE BRANCH LANE 8.500 712.78 80
8.250 712.78 115,900.00
PEARLAND TX 77584 1 10/11/00 00
0432371839 03 12/01/00 0
450248870 O 11/01/30
0
3910826 575/G02 F 84,000.00 ZZ
360 84,000.00 3
10134-36 -38 SOUTHEASTERN AVE 9.625 714.00 80
9.375 714.00 105,000.00
1
INDIANAPOLIS IN 46239 1 10/26/00 00
0432391977 05 12/01/00 0
0004828968 N 11/01/30
0
3911751 E46/G02 F 72,000.00 ZZ
360 72,000.00 1
255 ELMER STREET 9.375 598.86 90
9.125 598.86 80,000.00
TRENTON NJ 08611 1 10/13/00 11
0432360048 07 12/01/00 25
201785 N 11/01/30
0
3911857 E82/G02 F 36,000.00 ZZ
360 36,000.00 2
478-480 GARFIELD AVENUE 9.875 312.61 90
9.625 312.61 40,000.00
TRENTON NJ 08629 1 10/18/00 04
0400294955 05 12/01/00 25
0400294955 N 11/01/30
0
3911859 E82/G02 F 126,300.00 ZZ
360 126,300.00 1
303 BRENTWOOD AVENUE 8.500 971.14 80
8.250 971.14 157,900.00
CHERRY HILL NJ 08002 1 10/20/00 00
0400325502 05 12/01/00 0
0400325502 O 11/01/30
0
3911860 E82/G02 F 103,500.00 ZZ
360 103,500.00 1
33105 SANTIAGO ROAD, UNIT 4 8.625 805.01 75
8.375 805.01 138,000.00
ACTON CA 93510 1 10/19/00 00
0400326971 03 12/01/00 0
0400326971 O 11/01/30
0
3911862 E82/G02 F 207,000.00 ZZ
360 207,000.00 1
789 PINE AVENUE 9.250 1,702.94 80
9.000 1,702.94 259,500.00
WEST ISLIP NY 11795 1 10/23/00 00
0400323986 05 12/01/00 0
0400323986 O 11/01/30
0
1
3913799 253/253 F 57,650.00 ZZ
360 57,650.00 1
15423 S ELK CREEK ROAD 9.500 484.76 80
9.250 484.76 72,100.00
PINE CO 80470 1 10/10/00 00
957178 05 12/01/00 0
957178 N 11/01/30
0
3915047 E22/G02 F 55,350.00 ZZ
360 55,350.00 1
1034 SIXTH AVENUE 8.250 415.83 90
8.000 415.83 61,500.00
FORD CITY PA 16226 2 10/17/00 10
0412133910 05 12/01/00 25
0412133910 O 11/01/30
0
3915051 E22/G02 F 86,250.00 ZZ
360 86,250.00 1
1708 CHANSLOR AVENUE 8.500 663.19 75
8.250 663.19 115,000.00
RICHMOND CA 94801 1 09/28/00 00
0412146904 05 12/01/00 0
0412146904 N 11/01/30
0
3915060 E22/G02 F 180,650.00 ZZ
360 180,650.00 1
16136 NW 78 COURT 8.625 1,405.08 80
8.375 1,405.08 225,820.00
MIAMI FL 33016 1 10/23/00 00
0412156721 05 12/01/00 0
0412156721 O 11/01/30
0
3915062 E22/G02 F 40,450.00 T
360 40,450.00 1
1267 PINE STREET 9.500 340.13 80
9.250 340.13 50,600.00
NATIONAL CITY MI 48748 1 10/21/00 00
0412161689 05 12/01/00 0
0412161689 O 11/01/30
0
3915064 E22/G02 F 109,250.00 ZZ
360 109,250.00 1
1
3139 EGREMONT DRIVE 8.500 840.04 95
8.250 840.04 115,000.00
WEST PALM BEACH FL 33406 5 10/18/00 04
0412164352 03 12/01/00 30
0412164352 O 11/01/30
0
3915070 E22/G02 F 65,600.00 ZZ
360 65,600.00 1
717 W. THIRD STREET 8.875 521.94 80
8.625 521.94 82,000.00
PINCONNING MI 48650 1 10/23/00 00
0412173445 05 12/01/00 0
0412173445 N 11/01/30
0
3915074 E22/G02 F 88,500.00 ZZ
360 88,500.00 1
2164 CLEBURN PKWY 9.125 720.07 85
8.875 720.07 105,000.00
POWDER SPRINGS GA 30127 5 10/18/00 01
0412175465 05 12/01/00 12
0412175465 O 11/01/30
0
3915077 E22/G02 F 144,500.00 ZZ
360 144,500.00 1
2368 WILLOW BEACH 8.875 1,149.71 85
8.625 1,149.71 170,000.00
KEEGO HARBOR MI 48320 5 10/18/00 04
0412179822 05 12/01/00 12
0412179822 O 11/01/30
0
3915081 E22/G02 F 44,100.00 ZZ
360 44,100.00 1
1302 EVANS STREET 9.250 362.80 90
9.000 362.80 49,000.00
BUTTE MT 59701 5 10/16/00 04
0412184244 05 12/01/00 25
0412184244 O 11/01/30
0
3915088 E22/G02 F 153,750.00 ZZ
360 153,750.00 1
37454 EVERGREEN 9.125 1,250.96 75
8.875 1,250.96 205,000.00
STERLING HEIGHT MI 48310 5 10/17/00 00
0412186504 05 12/01/00 0
1
0412186504 O 11/01/30
0
3915092 E22/G02 F 106,400.00 ZZ
360 106,400.00 1
1966 STARR ROAD 8.750 837.05 80
8.500 837.05 133,000.00
CONYERS GA 30094 1 10/23/00 00
0412189979 05 12/01/00 0
0412189979 O 11/01/30
0
3915095 E22/G02 F 223,800.00 ZZ
360 223,800.00 1
420 SOUTH REDWOOD AVENUE 8.375 1,701.04 80
8.125 1,701.04 280,000.00
BREA CA 92821 5 10/16/00 00
0412190233 05 12/01/00 0
0412190233 O 11/01/30
0
3915097 E22/G02 F 45,000.00 ZZ
360 45,000.00 1
112 MISSOURI DRIVE 9.500 378.38 76
9.250 378.38 59,500.00
GULFPORT MS 39501 5 10/18/00 00
0412191488 05 12/01/00 0
0412191488 O 11/01/30
0
3915103 E22/G02 F 225,000.00 ZZ
360 225,000.00 1
16725 EXCELSIOR DITCH CAMP RD. 8.875 1,790.20 66
8.625 1,790.20 345,000.00
NEVADA CITY CA 95959 5 10/16/00 00
0412193484 05 12/01/00 0
0412193484 O 11/01/30
0
3915104 E22/G02 F 55,100.00 ZZ
360 55,100.00 1
4618 SW G AVENUE 9.250 453.29 95
9.000 453.29 58,000.00
LAWTON OK 73505 2 10/17/00 01
0412193559 05 12/01/00 30
0412193559 O 11/01/30
0
1
3915107 E22/G02 F 95,300.00 ZZ
360 95,300.00 1
64 LAMMERS AVENUE 9.750 818.77 90
9.500 818.77 105,900.00
CENTERVILLE OH 45459 1 10/23/00 04
0412194813 05 12/01/00 25
0412194813 N 11/01/30
0
3915704 E11/G02 F 72,450.00 ZZ
360 72,450.00 1
203 W 4TH AVE 8.875 576.44 90
8.625 576.44 80,500.00
MENOMONIE WI 54751 1 10/30/00 10
0432383925 05 12/01/00 25
0002001025877 N 11/01/30
0
3917620 025/G02 F 93,500.00 ZZ
360 93,364.52 1
74 SAFFORD STREET 9.625 794.75 95
9.375 794.75 98,500.00
MADISON OH 44057 1 07/12/00 04
0432363133 05 09/01/00 30
0137966990 O 08/01/30
0
3919742 637/G02 F 60,000.00 ZZ
360 59,970.48 1
10071 BAY HAVEN DRIVE 9.500 504.52 47
9.250 504.52 130,000.00
FAIRHOPE AL 36532 5 10/02/00 00
0432365492 05 11/01/00 0
0012083903 O 10/01/30
0
3921368 E22/G02 F 108,000.00 ZZ
360 108,000.00 2
2129 ROSELAWN STREET 9.500 908.12 80
9.250 908.12 135,000.00
SARASOTA FL 34231 2 10/24/00 00
0412058349 05 12/01/00 0
0412058349 N 11/01/30
0
3921369 E22/G02 F 112,500.00 ZZ
360 112,500.00 1
845 EAST FOOTHILL BOULEVARD 8.875 895.10 90
UNIT # B 8.625 895.10 125,000.00
1
MONROVIA CA 91016 1 10/16/00 04
0412082935 01 12/01/00 25
0412082935 N 11/01/30
0
3921381 E22/G02 F 90,000.00 ZZ
360 90,000.00 3
226 MERCER STREET 9.625 764.99 80
9.375 764.99 112,500.00
TRENTON NJ 08611 1 10/24/00 00
0412171209 05 12/01/00 0
0412171209 N 11/01/30
0
3921383 E22/G02 F 57,600.00 ZZ
360 57,600.00 1
2911 NORTH HURDS CORNER ROAD 8.875 458.29 80
8.625 458.29 72,000.00
CARO MI 48723 5 10/16/00 00
0412171878 05 12/01/00 0
0412171878 O 11/01/30
0
3921385 E22/G02 F 39,550.00 ZZ
360 39,550.00 1
302 S 2ND STREET 9.500 332.56 90
9.250 332.56 43,995.00
PENSACOLA FL 32507 1 10/24/00 10
0412173122 05 12/01/00 25
0412173122 N 11/01/30
0
3921386 E22/G02 F 231,800.00 ZZ
360 231,800.00 2
7125-7127 GLEN CREEK DR. 9.250 1,906.96 90
9.000 1,906.96 258,000.00
CALEDONIA MI 49316 2 10/24/00 04
0412174856 05 12/01/00 25
0412174856 N 11/01/30
0
3921390 E22/G02 F 157,600.00 ZZ
360 157,600.00 4
1525 NORTH FANCIFULL PLACE 9.500 1,325.19 80
9.250 1,325.19 197,000.00
WASILLA AK 99654 1 10/17/00 00
0412178220 05 12/01/00 0
0412178220 N 11/01/30
0
1
3921391 E22/G02 F 129,600.00 ZZ
360 129,600.00 2
1444 CALLEN ST. A & B 9.500 1,089.75 90
9.250 1,089.75 144,000.00
VACAVILLE CA 95688 1 10/18/00 01
0412178386 05 12/01/00 25
0412178386 N 11/01/30
0
3921394 E22/G02 F 158,400.00 T
360 158,400.00 1
5384 OSPREY STREET 8.500 1,217.96 80
8.250 1,217.96 198,000.00
COCONUT CREEK FL 33073 1 10/23/00 00
0412184368 03 12/01/00 0
0412184368 O 11/01/30
0
3921395 E22/G02 F 147,000.00 ZZ
360 147,000.00 1
911 MCLAIN STREET 9.000 1,182.80 70
8.750 1,182.80 210,000.00
ESCONDIDO CA 92027 5 10/17/00 00
0412185134 05 12/01/00 0
0412185134 O 11/01/30
0
3921399 E22/G02 F 111,200.00 ZZ
360 111,200.00 1
308 ASPEN COURT WEST 9.250 914.82 80
9.000 914.82 139,000.00
ALEDO TX 76008 1 10/20/00 00
0412192411 05 12/01/00 0
0412192411 O 11/01/30
0
3921400 E22/G02 F 95,000.00 ZZ
360 95,000.00 1
20 FIELDS ROAD 8.875 755.86 80
8.625 755.86 118,750.00
GREAT FALLS MT 59404 5 10/19/00 00
0412192494 05 12/01/00 0
0412192494 O 11/01/30
0
3921406 E22/G02 F 47,500.00 ZZ
360 47,500.00 1
1
1036 STANFIELD 9.500 399.41 70
9.250 399.41 68,000.00
SOUTH BEND IN 46617 5 10/24/00 00
0412199879 05 12/01/00 0
0412199879 N 11/01/30
0
3921408 E22/G02 F 156,000.00 ZZ
360 156,000.00 4
8637 MILLARD LEE LN. 9.625 1,325.98 90
9.375 1,325.98 174,500.00
CHATTANOOGA TN 37414 2 10/24/00 01
0412200180 05 12/01/00 25
0412200180 N 11/01/30
0
3921409 E22/G02 F 197,900.00 ZZ
360 197,900.00 1
9732 S. MULBERRY STREET 8.875 1,574.58 90
8.625 1,574.58 219,900.00
HIGHLANDS RANCH CO 80129 1 10/24/00 01
0412201584 03 12/01/00 25
0412201584 N 11/01/30
0
3921582 665/G02 F 155,550.00 ZZ
360 155,550.00 1
1050 FREMANTLE WAY 8.500 1,196.04 79
8.250 1,196.04 199,000.00
ROSEVILLE CA 95747 1 10/03/00 00
0432365328 05 12/01/00 0
88002980 O 11/01/30
0
3922103 964/G02 F 225,000.00 ZZ
360 225,000.00 2
596-604 SOUTH JORDAN AVENUE 8.625 1,750.03 75
8.375 1,750.03 300,000.00
VENTURA CA 93001 5 10/23/00 00
0432393239 05 12/01/00 0
90274 O 11/01/30
0
3923541 286/286 F 75,600.00 ZZ
360 75,561.83 1
35 SEBILLE ROAD 9.375 628.80 90
9.125 628.80 84,000.00
SMITHFIELD RI 02917 1 09/25/00 14
09764541 05 11/01/00 25
1
09764541 N 10/01/30
0
3923651 696/G02 F 135,850.00 ZZ
360 135,631.47 1
5930 KIMBERLY ANNE WAY #301 9.125 1,105.32 95
8.875 1,105.32 143,000.00
ALEXANDRIA VA 22310 1 07/25/00 12
0432372951 01 09/01/00 35
22800065 O 08/01/30
0
3923692 H76/G02 F 220,000.00 ZZ
360 220,000.00 2
2 CHARLES ST 8.500 1,691.61 80
8.250 1,691.61 275,000.00
STONEHAM MA 02180 5 11/01/00 00
0432392231 05 12/01/00 0
158803270 O 11/01/30
0
3923745 286/286 F 108,000.00 ZZ
360 107,936.24 1
2533 VALLEJO STREET 8.625 840.01 78
8.375 840.01 140,000.00
SANTA ROSA CA 95405 5 09/14/00 00
09763031 01 11/01/00 0
09763031 O 10/01/30
0
3923906 665/G02 F 135,000.00 ZZ
360 134,920.29 1
9476 WEST 62ND AVE 8.625 1,050.02 80
8.375 1,050.02 169,000.00
ARVADA CO 80004 5 09/30/00 00
0432376770 05 11/01/00 0
88002778 O 10/01/30
0
3923937 G52/G02 F 235,000.00 ZZ
360 235,000.00 1
4171 NORTH CAMINO DE CARRILLO 9.250 1,933.29 67
9.000 1,933.29 355,000.00
TUCSON AZ 85750 1 10/02/00 00
0432366458 03 12/01/00 0
9905882 N 11/01/30
0
1
3924108 286/286 F 187,150.00 ZZ
360 187,045.08 4
682 LINCOLN AVENUE # 1 2 3 4 8.875 1,489.05 90
8.625 1,489.05 207,955.00
PASADENA CA 91103 1 09/12/00 11
09762054 05 11/01/00 30
09762054 N 10/01/30
0
3924346 286/286 F 224,900.00 ZZ
360 224,789.38 1
5520 SOURDOUGH ROAD 9.500 1,891.08 90
9.250 1,891.08 250,000.00
BOZEMAN MT 59715 1 09/08/00 11
9762196 05 11/01/00 25
9762196 O 10/01/30
0
3924365 286/286 F 65,000.00 ZZ
360 64,968.86 1
228 MCFARLAND LANE 9.625 552.49 87
9.375 552.49 75,000.00
WINCHESTER VA 22603 1 10/02/00 04
09766158 05 11/01/00 25
09766158 O 10/01/30
0
3924400 286/286 F 88,000.00 ZZ
360 87,954.38 4
7200 T C JESTER BOULEVARD 9.250 723.95 80
BUILDING #2 9.000 723.95 110,000.00
HOUSTON TX 77088 5 09/13/00 00
09758671 05 11/01/00 0
09758671 N 10/01/30
0
3924965 286/286 F 88,000.00 ZZ
360 87,954.38 4
7200 WEST T C JESTER BOULEVARD 9.250 723.95 80
BUILDING NO 16 9.000 723.95 110,000.00
HOUSTON TX 77088 5 09/13/00 00
09758675 05 11/01/00 0
09758675 N 10/01/30
0
3925050 286/286 F 120,600.00 ZZ
360 120,487.02 4
16322 LUZERNE DRIVE 9.750 1,036.14 90
9.500 1,036.14 134,000.00
1
HOUSTON TX 77070 1 08/24/00 10
09760615 03 10/01/00 25
09760615 N 09/01/30
0
3925145 286/286 F 120,600.00 ZZ
360 120,487.02 4
16314 LUZERNE DRIVE 9.750 1,036.14 90
9.500 1,036.14 134,000.00
HOUSTON TX 77070 1 08/24/00 10
09760617 03 10/01/00 25
09760617 N 09/01/30
0
3925862 E22/G02 F 98,500.00 ZZ
360 98,500.00 2
105-107 HONEY BEE DRIVE 8.875 783.71 88
8.625 783.71 113,000.00
JOSHUA TX 76058 2 10/24/00 01
0412020794 05 12/01/00 25
0412020794 N 11/01/30
0
3925868 E22/G02 F 161,100.00 ZZ
360 161,100.00 1
978 LA HWY 3191 9.500 1,354.62 90
9.250 1,354.62 179,000.00
NATCHITOCHES LA 71457 2 10/20/00 01
0412141400 05 12/01/00 30
0412141400 O 11/01/30
0
3925869 E22/G02 F 36,000.00 ZZ
360 36,000.00 1
7203 CHESTNUT HILLS DR 9.250 296.16 14
9.000 296.16 257,000.00
BURR RIDGE IL 60521 5 10/25/00 00
0412147696 01 12/01/00 0
0412147696 N 11/01/30
0
3925871 E22/G02 F 114,000.00 ZZ
360 114,000.00 1
1585 BAR J. ROAD 9.000 917.27 75
8.750 917.27 152,000.00
TEMPLE GA 30179 2 10/20/00 00
0412153355 05 12/01/00 0
0412153355 O 11/01/30
0
1
3925877 E22/G02 F 138,500.00 ZZ
360 138,500.00 1
905 VUELTA DEL SUR 9.000 1,114.40 90
8.750 1,114.40 154,000.00
SANTA FE NM 87505 2 10/20/00 10
0412160442 05 12/01/00 25
0412160442 O 11/01/30
0
3925879 E22/G02 F 107,100.00 ZZ
360 107,100.00 2
4501-4503 HAZEL AVENUE 9.000 861.75 90
8.750 861.75 119,000.00
FAIR OAKS CA 95628 1 10/12/00 01
0412165458 05 12/01/00 25
0412165458 N 11/01/30
0
3925881 E22/G02 F 171,000.00 ZZ
360 171,000.00 1
1555 MEADOW GLEN 8.500 1,314.84 95
8.250 1,314.84 180,000.00
FLORESVILLE TX 78144 2 10/19/00 01
0412165979 03 12/01/00 30
0412165979 O 11/01/30
0
3925885 E22/G02 F 223,900.00 ZZ
360 223,900.00 1
2031 PULLMAN AVENUE 8.500 1,721.60 80
8.250 1,721.60 279,900.00
SIMI VALLEY CA 93063 1 10/23/00 00
0412169849 05 12/01/00 0
0412169849 O 11/01/30
0
3925890 E22/G02 F 90,250.00 ZZ
360 90,250.00 1
1194 SHIBUMY CIRCLE #C 9.750 775.39 95
9.500 775.39 95,000.00
WEST PALM BEACH FL 33415 5 10/20/00 04
0412175895 09 12/01/00 30
0412175895 O 11/01/30
0
3925892 E22/G02 F 54,000.00 ZZ
360 54,000.00 1
1
17201 BERDEN 9.625 458.99 75
9.375 458.99 72,000.00
DETROIT MI 48224 5 10/25/00 00
0412178394 05 12/01/00 0
0412178394 N 11/01/30
0
3925898 E22/G02 F 102,400.00 ZZ
360 102,400.00 1
10757 HORTENSE STREET 8.750 805.58 80
8.500 805.58 128,000.00
NORTH HOLLYWOOD CA 91602 1 10/20/00 00
0412183147 01 12/01/00 0
0412183147 O 11/01/30
0
3925900 E22/G02 F 122,400.00 ZZ
360 122,400.00 1
332 CARNEGIE COURT 8.750 962.92 80
8.500 962.92 153,000.00
INDEPENDENCE NJ 07840 1 10/25/00 00
0412184335 09 12/01/00 0
0412184335 O 11/01/30
0
3925903 E22/G02 F 198,000.00 ZZ
360 198,000.00 1
3785 SW 148 TERRACE 9.250 1,628.90 90
9.000 1,628.90 220,000.00
MIRAMAR FL 33027 2 10/20/00 01
0412188369 03 12/01/00 25
0412188369 O 11/01/30
0
3925904 E22/G02 F 95,250.00 ZZ
360 95,250.00 1
704 SW 9 STREET 9.875 827.10 75
9.625 827.10 127,000.00
FT LAUDERDALE FL 33315 5 10/25/00 00
0412188427 05 12/01/00 0
0412188427 N 11/01/30
0
3925905 E22/G02 F 183,750.00 ZZ
360 183,750.00 1
130 COREY LANE 9.625 1,561.86 75
9.375 1,561.86 245,000.00
ORTONVILLE MI 48462 5 10/25/00 00
0412188708 05 12/01/00 0
1
0412188708 N 11/01/30
0
3925914 E22/G02 F 24,050.00 ZZ
360 24,050.00 1
527 EAST CRANE AVENUE 8.375 182.80 80
8.125 182.80 30,100.00
SAN ANTONIO TX 78214 1 10/24/00 00
0412194342 05 12/01/00 0
0412194342 N 11/01/30
0
3925919 E22/G02 F 59,600.00 ZZ
360 59,600.00 1
2510 3RD AVENUE 9.125 484.93 80
8.875 484.93 74,500.00
PUEBLO CO 81003 1 10/25/00 00
0412202871 05 12/01/00 0
0412202871 N 11/01/30
0
3925920 E22/G02 F 139,250.00 ZZ
360 139,250.00 1
5560 SOUTH QUEMOY CIRCLE 9.375 1,158.21 90
9.125 1,158.21 154,765.00
AURORA CO 80015 1 10/25/00 01
0412203259 09 12/01/00 25
0412203259 N 11/01/30
0
3925921 E22/G02 F 48,500.00 ZZ
360 48,500.00 1
3404 N. WILLOW AVE. 8.875 385.89 89
8.625 385.89 55,000.00
BETHANY OK 73008 5 10/20/00 01
0412203408 05 12/01/00 25
0412203408 O 11/01/30
0
3925923 E22/G02 F 33,200.00 ZZ
360 33,200.00 1
414 GAYLORD AVE. 9.625 282.20 80
9.375 282.20 41,500.00
PUEBLO CO 81004 1 10/25/00 00
0412207839 05 12/01/00 0
0412207839 N 11/01/30
0
1
3926239 286/286 F 128,000.00 ZZ
360 127,937.04 2
4029-31 PARK AVENUE 9.500 1,076.29 80
9.250 1,076.29 160,000.00
MINNEAPOLIS MN 55407 1 09/07/00 00
09757638 05 11/01/00 0
09757638 O 10/01/30
0
3926294 286/286 F 150,750.00 ZZ
360 150,665.49 2
1650 WEST 51ST STREET 8.875 1,199.43 90
8.625 1,199.43 167,500.00
CHICAGO IL 60609 1 09/20/00 10
09764816 05 11/01/00 25
09764816 N 10/01/30
0
3926561 286/286 F 142,500.00 ZZ
360 142,276.67 1
11555 SOUTH COUNTRY CROSSING 9.250 1,172.31 75
ROAD 9.000 1,172.31 190,000.00
SOUTH JORDAN UT 84095 2 07/21/00 00
09749980 05 09/01/00 0
09749980 O 08/01/30
0
3926673 286/286 F 141,860.00 ZZ
360 141,793.81 3
7915 SOUTH ESSEX AVENUE 9.750 1,218.80 90
9.500 1,218.80 157,622.00
CHICAGO IL 60617 1 09/22/00 10
09765842 05 11/01/00 25
09765842 N 10/01/30
0
3926770 E82/G02 F 117,600.00 ZZ
360 117,600.00 1
2916 SOUTH ROCHELLE 8.625 914.68 80
8.375 914.68 147,000.00
SPRINGFIELD MO 65804 1 10/25/00 00
0400319034 05 12/01/00 0
0400319034 O 11/01/30
0
3926771 E82/G02 F 168,000.00 ZZ
360 168,000.00 1
8175 HEATHERWOOD DRIVE 8.875 1,336.68 70
8.625 1,336.68 240,000.00
1
FLORENCE KY 41042 5 10/20/00 00
0400329686 05 12/01/00 0
0400329686 O 11/01/30
0
3926772 E82/G02 F 84,800.00 ZZ
360 84,800.00 1
2146 MCCLINTOCK ROAD 9.125 689.96 80
8.875 689.96 106,000.00
CHARLOTTE NC 28205 1 10/24/00 00
0400329561 05 12/01/00 0
0400329561 N 11/01/30
0
3926909 286/286 F 120,600.00 ZZ
360 120,487.02 4
16315 LUZERNE DRIVE 9.750 1,036.14 90
9.500 1,036.14 134,000.00
HOUSTON TX 77070 1 08/24/00 12
09760630 05 10/01/00 25
09760630 N 09/01/30
0
3927475 U05/G02 F 132,300.00 ZZ
360 132,300.00 3
25 BURBANK DRIVE 9.750 1,136.66 90
9.500 1,136.66 147,000.00
ATLANTA GA 30314 1 10/10/00 01
0432372316 05 12/01/00 25
3075881 N 11/01/30
0
3928801 G51/G02 F 116,800.00 ZZ
360 116,800.00 1
17609 ESPRIT DRIVE 8.250 877.48 80
8.000 877.48 146,000.00
TAMPA FL 33647 2 10/20/00 00
0432372530 03 12/01/00 0
587920 O 11/01/30
0
3930482 E22/G02 F 60,300.00 ZZ
360 60,300.00 3
31 SANHICAN DRIVE 9.625 512.54 90
9.375 512.54 67,000.00
TRENTON NJ 08618 1 10/26/00 10
0412142879 05 12/01/00 25
0412142879 N 11/01/30
0
1
3930485 E22/G02 F 76,550.00 ZZ
360 76,550.00 1
9750 S. MARQUETTE 9.500 643.67 90
9.250 643.67 85,100.00
CHICAGO IL 60617 1 10/26/00 01
0412160673 05 12/01/00 25
0412160673 N 11/01/30
0
3930493 E22/G02 F 86,400.00 ZZ
360 86,400.00 1
216 ELM STREET 9.500 726.50 90
9.250 726.50 96,000.00
ATLANTA GA 30314 1 10/25/00 04
0412173833 05 12/01/00 25
0412173833 N 11/01/30
0
3930495 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
145 WILLOW DRIVE 8.250 751.27 44
8.000 751.27 230,000.00
BURNET TX 78611 5 10/20/00 00
0412175978 03 12/01/00 0
0412175978 O 11/01/30
0
3930500 E22/G02 F 133,000.00 ZZ
360 133,000.00 1
3801 EDISON AVENUE 9.375 1,106.23 70
9.125 1,106.23 190,000.00
SACRAMENTO CA 95821 1 10/08/00 00
0412181737 05 12/01/00 0
0412181737 N 11/01/30
0
3930504 E22/G02 F 160,000.00 ZZ
360 160,000.00 1
6042 W NELSON 8.375 1,216.12 75
8.125 1,216.12 215,000.00
CHICAGO IL 60634 1 10/26/00 00
0412184913 05 12/01/00 0
0412184913 O 11/01/30
0
3930505 E22/G02 F 40,950.00 ZZ
360 40,950.00 2
1
301 E HARRIET 9.750 351.82 90
9.500 351.82 45,500.00
FLINT MI 48505 1 10/26/00 04
0412186322 05 12/01/00 25
0412186322 N 11/01/30
0
3930507 E22/G02 F 113,400.00 ZZ
360 113,400.00 4
4124 WEST ALBANY 8.750 892.12 90
8.500 892.12 126,000.00
KENNEWICK WA 99336 1 10/23/00 11
0412187114 05 12/01/00 25
0412187114 O 11/01/30
0
3930957 696/G02 F 113,600.00 ZZ
360 113,600.00 1
9277 KRISTY DRIVE 9.500 955.21 80
9.250 955.21 142,000.00
MANASSAS PARK VA 20111 1 10/25/00 00
0432366383 09 12/01/00 0
23300150 N 11/01/30
0
3931218 E23/G02 F 245,500.00 ZZ
360 245,500.00 1
4302 PLUMOSA WAY 8.375 1,865.98 49
8.125 1,865.98 510,000.00
SAN DIEGO CA 92103 5 10/23/00 00
0432391605 05 12/01/00 0
11000365 O 11/01/30
0
3931937 742/G02 F 157,600.00 ZZ
360 157,600.00 1
34 BROOKHAVEN BLVD 9.250 1,296.54 80
9.000 1,296.54 197,000.00
PORT JEFFERSON NY 11776 1 10/18/00 00
0432391779 05 12/01/00 0
6121271 O 11/01/30
0
3932576 E86/G02 F 45,600.00 ZZ
360 45,600.00 1
4188 ROUTE 213 9.250 375.14 80
9.000 375.14 57,000.00
MARBLETOWN NY 12484 1 10/03/00 00
0432376655 05 12/01/00 0
1
FIELD O 11/01/30
0
3933552 696/G02 F 59,600.00 ZZ
360 59,600.00 1
3326 WOODBURN VILLAGE DR. #31 8.750 468.87 80
8.500 468.87 74,500.00
ANNANDALE VA 22003 1 10/26/00 00
0432372886 01 12/01/00 0
23600071 O 11/01/30
0
3933554 696/G02 F 220,300.00 ZZ
360 220,300.00 1
12643 CAMDEN DRIVE 8.750 1,733.10 80
8.500 1,733.10 275,425.00
GOLDVEIN VA 22720 1 10/23/00 00
0432373066 05 12/01/00 0
23600058 O 11/01/30
0
3934935 E22/G02 F 95,150.00 ZZ
360 95,150.00 1
206 NATIONAL BLVD 8.875 757.06 78
8.625 757.06 122,000.00
UNIVERSIAL CITY TX 78148 5 10/20/00 00
0412151821 05 12/01/00 0
0412151821 O 11/01/30
0
3934936 E22/G02 F 231,300.00 ZZ
360 231,300.00 1
430 WEST 63RD STREET 9.125 1,881.93 90
8.875 1,881.93 257,000.00
MIAMI BEACH FL 33140 1 10/27/00 01
0412152126 05 12/01/00 30
0412152126 O 11/01/30
0
3934945 E22/G02 F 105,000.00 ZZ
360 105,000.00 1
9222 RYAN COURT 8.750 826.04 80
8.500 826.04 132,000.00
WICHITA KS 67205 2 10/23/00 00
0412168205 03 12/01/00 0
0412168205 O 11/01/30
0
1
3934959 E22/G02 F 107,900.00 ZZ
360 107,900.00 1
37 RAILROAD AVENUE 8.625 839.24 90
8.375 839.24 119,900.00
STERLING CT 06373 1 10/27/00 01
0412182255 05 12/01/00 25
0412182255 O 11/01/30
0
3934962 E22/G02 F 67,500.00 ZZ
360 67,500.00 2
2413 CECELIA ROAD 9.625 573.74 90
9.375 573.74 75,000.00
WEST PALM BEACH FL 33417 1 10/27/00 01
0412185977 05 12/01/00 25
0412185977 N 11/01/30
0
3939818 E22/G02 F 224,000.00 ZZ
360 224,000.00 1
203 EAST ADAMS AVENUE 8.250 1,682.84 80
8.000 1,682.84 280,000.00
HUNTINGTON BEAC CA 92648 5 10/20/00 00
0412196313 05 12/01/00 0
0412196313 O 11/01/30
0
3940208 964/G02 F 120,000.00 ZZ
360 120,000.00 1
2288 IRONTON STREET 8.375 912.09 80
8.125 912.09 150,000.00
AURORA CO 80010 5 10/16/00 00
0432379659 05 12/01/00 0
89527 O 11/01/30
0
3940547 526/526 F 136,000.00 ZZ
360 135,834.64 1
103 PONDEROSA LN 8.500 1,045.72 80
8.250 1,045.72 170,000.00
KALISPELL MT 59901 1 08/30/00 00
0418516 03 10/01/00 0
0418516 O 09/01/30
0
3940549 526/526 F 151,900.00 ZZ
360 151,805.59 1
10659 WEST WILLOW LANE 8.375 1,154.55 80
8.125 1,154.55 189,900.00
1
AVONDALE AZ 85323 1 09/05/00 00
0419657 03 11/01/00 0
0419657 O 10/01/30
0
3940550 526/526 F 58,410.00 ZZ
360 58,345.96 1
135 W. NORTH ST. 9.000 469.98 90
8.750 469.98 64,900.00
GREENSBORO IN 47344 1 09/01/00 12
0421513 05 10/01/00 25
0421513 N 09/01/30
0
3940551 526/526 F 87,000.00 ZZ
360 86,951.23 1
22834 OLD CHURCH LANE 8.875 692.21 80
8.625 692.21 109,000.00
KATY TX 77449 2 09/20/00 00
0423021 03 11/01/00 0
0423021 O 10/01/30
0
3940552 526/526 F 136,000.00 ZZ
360 135,923.75 1
2016 SOUTH HAMMOND DRIVE 8.875 1,082.08 70
#1 8.625 1,082.08 195,000.00
TEMPE AZ 85282 2 09/13/00 00
0423623 03 11/01/00 0
0423623 N 10/01/30
0
3940559 526/526 F 138,600.00 ZZ
360 138,444.03 1
8390 CLAYTON COURT 8.875 1,102.76 75
8.625 1,102.76 184,883.00
THORNTON CO 80229 1 08/29/00 00
0411804 07 10/01/00 0
0411804 O 09/01/30
0
3940563 526/526 F 154,500.00 ZZ
360 154,424.01 2
5 HAZEL ST 9.500 1,299.12 75
9.250 1,299.12 206,000.00
SALEM MA 01970 5 09/11/00 00
0415316 05 11/01/00 0
0415316 O 10/01/30
0
1
3940566 526/526 F 120,000.00 ZZ
360 119,942.51 1
4 WESTVILLE TER 9.625 1,019.99 75
9.375 1,019.99 160,000.00
DORCHESTER MA 02124 1 09/20/00 00
0417525 05 11/01/00 0
0417525 O 10/01/30
0
3940571 526/526 F 116,250.00 ZZ
360 116,188.13 1
2557 CASITAS AVE 9.125 945.85 75
8.875 945.85 155,000.00
ALTADENA CA 91001 5 09/12/00 00
0419766 05 11/01/00 0
0419766 O 10/01/30
0
3940572 526/526 F 136,400.00 ZZ
360 136,325.49 1
1515 WOODLAND AVE 9.000 1,097.51 76
8.750 1,097.51 180,000.00
KALISPELL MT 59901 2 09/08/00 00
0419787 05 11/01/00 0
0419787 O 10/01/30
0
3940573 526/526 F 117,000.00 ZZ
360 116,945.41 1
1007 CALLE CARMELITA 9.750 1,005.21 74
9.500 1,005.21 160,000.00
SANTA FE NM 87505 5 09/11/00 00
0419873 05 11/01/00 0
0419873 O 10/01/30
0
3940580 526/526 F 213,750.00 ZZ
360 213,549.75 1
22808 CRESPI STREET 9.750 1,836.44 75
9.500 1,836.44 285,000.00
WOODLAND HILLS CA 91364 5 08/18/00 00
0420739 05 10/01/00 0
0420739 O 09/01/30
0
3940582 526/526 F 100,850.00 ZZ
360 100,797.72 1
1
60158 CINDER BUTTE RD 9.250 829.67 75
9.000 829.67 134,500.00
BEND OR 97702 1 09/08/00 00
0420896 05 11/01/00 0
0420896 O 10/01/30
0
3940584 526/526 F 195,000.00 ZZ
360 194,822.09 1
506 PECAN GROVE RD 9.875 1,693.28 75
9.625 1,693.28 260,000.00
AUSTIN TX 78704 1 08/25/00 00
0421385 05 10/01/00 0
0421385 O 09/01/30
0
3940585 526/526 F 194,000.00 ZZ
360 193,888.38 1
10736 S EAST DORIC CIRCLE 8.750 1,526.20 80
8.500 1,526.20 242,500.00
PALOS HILLS IL 60465 1 09/07/00 00
0421435 05 11/01/00 0
0421435 O 10/01/30
0
3940587 526/526 F 121,500.00 ZZ
360 121,437.01 1
1510 COUNTY HIGHWAY ZZ 9.250 999.55 75
9.000 999.55 162,000.00
SISTER BAY WI 54234 5 09/21/00 00
0421604 05 11/01/00 0
0421604 O 10/01/30
0
3940588 526/526 F 75,000.00 ZZ
360 74,964.07 1
530 NE 155TH TERRACE 9.625 637.49 75
9.375 637.49 100,000.00
MIAMI FL 33162 1 09/26/00 00
0421823 05 11/01/00 0
0421823 O 10/01/30
0
3940593 526/526 F 193,500.00 ZZ
360 193,382.77 1
608 EAST 27TH STREET 8.500 1,487.85 75
8.250 1,487.85 258,000.00
HOUSTON TX 77008 1 09/13/00 00
0422751 05 11/01/00 0
1
0422751 O 10/01/30
0
3940594 526/526 F 169,685.00 ZZ
360 169,601.54 1
1324 ROYAL OAK LN 9.500 1,426.80 75
9.250 1,426.80 226,250.00
LAKE IN THE HIL IL 60102 1 09/20/00 00
0422942 05 11/01/00 0
0422942 O 10/01/30
0
3940596 526/526 F 73,000.00 ZZ
360 72,917.85 1
108W BYERS PL #G 2 8.875 580.82 62
8.625 580.82 118,000.00
DENVER CO 80223 5 08/31/00 00
0410754 01 10/01/00 0
0410754 N 09/01/30
0
3940597 526/526 F 165,000.00 ZZ
360 164,914.46 1
16300 EVERGREEN DR 9.250 1,357.41 75
9.000 1,357.41 220,000.00
TINLEY PARK IL 60477 5 09/22/00 00
0411585 05 11/01/00 0
0411585 O 10/01/30
0
3940598 526/526 F 140,000.00 ZZ
360 139,834.09 1
583 EAST PALO VERDE 8.625 1,088.91 80
8.375 1,088.91 175,127.00
CASA GRANDE AZ 85222 1 08/28/00 00
0413455 03 10/01/00 0
0413455 O 09/01/30
0
3940600 526/526 F 59,400.00 ZZ
360 59,334.86 1
7418 LA VENTURA DR S 9.000 477.95 90
8.750 477.95 66,000.00
JACKSONVILL FL 32210 1 08/30/00 12
0414418 05 10/01/00 25
0414418 N 09/01/30
0
1
3940604 526/526 F 146,130.00 ZZ
360 145,747.02 1
3653W LELAND AVE #2E 8.375 1,110.69 95
8.125 1,110.69 154,000.00
CHICAGO IL 60625 1 08/31/00 11
0415797 01 10/01/00 30
0415797 O 09/01/30
0
3940605 526/526 F 107,900.00 ZZ
360 107,845.51 1
3836 N 15TH AVE 9.375 897.46 90
9.125 897.46 119,900.00
PHOENIX AZ 85015 1 09/08/00 12
0416047 05 11/01/00 25
0416047 N 10/01/30
0
3940606 526/526 F 107,900.00 ZZ
360 107,845.51 1
3828 N 15TH AVE 9.375 897.46 90
9.125 897.46 119,900.00
PHOENIX AZ 85015 1 09/08/00 12
0416059 05 11/01/00 25
0416059 N 10/01/30
0
3940608 526/526 F 208,000.00 ZZ
360 207,753.51 1
510 WENDOVER CT 8.625 1,617.81 90
8.375 1,617.81 231,160.00
WILMINGTON NC 28411 1 08/31/00 12
0416302 05 10/01/00 25
0416302 O 09/01/30
0
3940609 526/526 F 102,750.00 ZZ
360 102,527.70 1
10639 E OBISPO AVE 8.875 817.53 90
8.625 817.53 114,203.00
MESA AZ 85212 1 08/30/00 12
0416489 03 10/01/00 25
0416489 N 09/01/30
0
3940611 526/526 F 70,880.00 ZZ
360 70,798.15 1
7112 GAVIN DRIVE 8.750 557.61 80
8.500 557.61 88,600.00
1
INDIANAPOLI IN 46217 1 09/01/00 00
0416582 03 10/01/00 0
0416582 N 09/01/30
0
3940612 526/526 F 94,134.00 ZZ
360 94,025.29 1
7108 GAVIN DRIVE 8.750 740.55 80
8.500 740.55 117,667.00
INDIANAPOLI IN 46217 1 09/01/00 00
0416584 03 10/01/00 0
0416584 N 09/01/30
0
3940614 526/526 F 93,886.00 ZZ
360 93,777.58 1
7150 BRANDT POINTE C 8.750 738.60 80
8.500 738.60 117,357.00
MARION IN 46217 1 09/01/00 00
0416687 07 10/01/00 0
0416687 N 09/01/30
0
3940615 526/526 F 101,250.00 ZZ
360 100,991.37 1
14601 NE 28TH ST 9.375 842.15 75
9.125 842.15 135,000.00
VANCOUVER WA 98665 5 09/13/00 00
0416760 05 11/01/00 0
0416760 N 10/01/30
0
3940616 526/526 F 91,000.00 ZZ
360 90,900.21 1
115 WEST SQUANTUM S 9.000 732.21 80
8.750 732.21 114,500.00
QUINCY MA 02171 1 08/30/00 00
0416761 06 10/01/00 0
0416761 O 09/01/30
0
3940618 526/526 F 50,400.00 ZZ
360 50,346.16 1
3000NE5TH TERR #202A 9.125 410.07 80
8.875 410.07 63,000.00
WILTON MANO FL 33334 1 08/31/00 00
0417042 01 10/01/00 0
0417042 O 09/01/30
0
1
3940619 526/526 F 191,646.00 ZZ
360 191,529.90 1
820 WEIDNER RD #205 8.500 1,473.59 80
8.250 1,473.59 239,558.00
BUFFALO GRO IL 60089 1 09/06/00 00
0417193 08 11/01/00 0
0417193 O 10/01/30
0
3940620 526/526 F 63,400.00 ZZ
360 63,363.52 1
1502 S CLIFF 8.750 498.77 68
8.500 498.77 93,500.00
GALLUP NM 87305 5 09/18/00 00
0417215 05 11/01/00 0
0417215 O 10/01/30
0
3940622 526/526 F 98,200.00 ZZ
360 98,142.02 1
1523 KEM WAY 8.625 763.79 90
8.375 763.79 109,154.00
WALNUT CA 91789 1 09/07/00 12
0417265 01 11/01/00 25
0417265 N 10/01/30
0
3940623 526/526 F 63,000.00 ZZ
360 62,934.41 1
868 METROPOLITAN PK 9.250 518.29 90
9.000 518.29 70,000.00
ATLANTA GA 30310 2 09/08/00 12
0417291 05 10/01/00 25
0417291 N 09/01/30
0
3940624 526/526 F 80,000.00 ZZ
360 79,958.53 1
132 N 59TH ST 9.250 658.14 80
9.000 658.14 100,000.00
MILWAUKEE WI 53253 2 09/14/00 00
0417553 05 11/01/00 0
0417553 O 10/01/30
0
3940627 526/526 F 64,800.00 ZZ
360 64,727.07 1
1
7900 ESTERBROOK WAY #202 8.875 515.58 90
8.625 515.58 72,000.00
LAS VEGAS NV 89128 2 09/01/00 12
0417646 01 10/01/00 25
0417646 N 09/01/30
0
3940637 526/526 F 233,200.00 ZZ
360 233,072.62 4
1031 - 1039 W WASHINGTON AVE 9.000 1,876.38 80
8.750 1,876.38 291,500.00
EL CAJON CA 92020 2 09/19/00 00
0418507 05 11/01/00 0
0418507 N 10/01/30
0
3940639 526/526 F 156,000.00 ZZ
360 155,800.36 1
41 CENTERVILLE WAY 8.250 1,171.98 80
8.000 1,171.98 195,000.00
PLYMOUTH MA 02360 5 08/25/00 00
0418532 05 10/01/00 0
0418532 O 09/01/30
0
3940642 526/526 F 224,000.00 ZZ
360 223,874.43 1
4313 N OLCOTT 8.875 1,782.24 80
8.625 1,782.24 280,000.00
NORRIDGE IL 60706 1 09/06/00 00
0418784 05 11/01/00 0
0418784 O 10/01/30
0
3940645 526/526 F 57,000.00 T
360 56,934.18 1
40 FOLLY FIELD ROAD 8.750 448.42 75
UNIT 324 C 8.500 448.42 76,000.00
HILTON HEAD ISL SC 29928 1 08/25/00 00
0418823 01 10/01/00 0
0418823 O 09/01/30
0
3940646 526/526 F 165,000.00 ZZ
360 164,832.69 4
2325 SE TAYLOR ST 9.375 1,372.39 75
9.125 1,372.39 220,000.00
PORTLAND OR 97214 1 08/31/00 00
0418831 05 10/01/00 0
1
0418831 N 09/01/30
0
3940650 526/526 F 248,000.00 ZZ
360 247,706.11 2
17 KAHLER AVE 8.625 1,928.92 80
8.375 1,928.92 310,000.00
MILTON MA 02186 1 08/30/00 00
0418995 05 10/01/00 0
0418995 N 09/01/30
0
3940658 526/526 F 56,000.00 ZZ
360 55,970.97 1
718 PLAINFIELD RD 9.250 460.70 80
9.000 460.70 70,000.00
JOLIET IL 60499 1 09/15/00 00
0419265 05 11/01/00 0
0419265 O 10/01/30
0
3940661 526/526 F 174,800.00 ZZ
360 174,702.00 1
2 LARCH PLACE 8.875 1,390.79 80
8.625 1,390.79 218,500.00
HUNTINGTON STAT NY 11746 1 09/07/00 00
0419346 05 11/01/00 0
0419346 O 10/01/30
0
3940666 526/526 F 70,650.00 ZZ
360 70,611.40 1
12841 ANTIOCH ROAD 9.000 568.47 90
8.750 568.47 78,500.00
LEESBURG OH 45135 1 09/15/00 12
0419567 05 11/01/00 25
0419567 N 10/01/30
0
3940667 526/526 F 220,000.00 ZZ
360 219,557.27 1
4 CALCHESTER ON AUBURN #4 8.750 1,730.74 80
8.500 1,730.74 275,000.00
ROLLING MEADOWS IL 60008 1 09/01/00 00
0419584 01 10/01/00 0
0419584 O 09/01/30
0
1
3940673 526/526 F 124,160.00 ZZ
360 124,090.40 4
260 WEST 8TH AVE 8.875 987.87 80
8.625 987.87 155,200.00
MESA AZ 85210 1 09/14/00 00
0419684 03 11/01/00 0
0419684 N 10/01/30
0
3940675 526/526 F 142,000.00 ZZ
360 141,827.33 1
212 W CALLE MONTE V 8.500 1,091.86 80
8.250 1,091.86 178,000.00
TEMPE AZ 85284 1 08/28/00 00
0419709 07 10/01/00 0
0419709 O 09/01/30
0
3940676 526/526 F 216,000.00 ZZ
360 215,878.91 1
5126 EAST JUSTICA ST 8.875 1,718.59 80
8.625 1,718.59 270,000.00
CAVE CREEK AZ 85331 1 09/05/00 00
0419720 03 11/01/00 0
0419720 O 10/01/30
0
3940677 526/526 F 228,000.00 ZZ
360 227,872.18 1
4311 NORTH 39TH ST 8.875 1,814.07 80
8.625 1,814.07 285,000.00
PHOENIX AZ 85018 1 09/11/00 00
0419725 05 11/01/00 0
0419725 O 10/01/30
0
3940680 526/526 F 63,200.00 ZZ
360 63,165.48 1
9450 GREENBRIAR DR 9.000 508.52 80
#2A1 8.750 508.52 79,000.00
HICKORY HILLS IL 60457 1 09/21/00 00
0419840 01 11/01/00 0
0419840 O 10/01/30
0
3940681 526/526 F 112,000.00 ZZ
360 111,941.93 1
502 BLAINE ST 9.250 921.40 80
9.000 921.40 140,000.00
1
YORKVILLE IL 60560 1 09/15/00 00
0419874 05 11/01/00 0
0419874 O 10/01/30
0
3940682 526/526 F 80,000.00 ZZ
360 79,957.42 1
456 DAVID LIND DRIVE 9.125 650.91 80
8.875 650.91 100,000.00
INDIANAPOLIS IN 46217 5 09/14/00 00
0419962 05 11/01/00 0
0419962 O 10/01/30
0
3940688 526/526 F 166,500.00 ZZ
360 166,404.20 1
30 WEST COOLIDGE ST 8.750 1,309.86 89
8.500 1,309.86 189,000.00
PHOENIX AZ 85013 2 09/14/00 12
0420129 05 11/01/00 25
0420129 N 10/01/30
0
3940689 526/526 F 52,500.00 ZZ
360 52,474.18 2
5929 PILSEN AVE 9.500 441.45 70
9.250 441.45 75,000.00
CLEVELAND OH 44102 5 09/18/00 00
0420153 05 11/01/00 0
0420153 N 10/01/30
0
3940690 526/526 F 131,250.00 ZZ
360 131,174.49 1
600W ALAMEDA STREET 8.750 1,032.54 75
8.500 1,032.54 175,000.00
SANTA FE NM 87501 5 09/12/00 00
0420159 05 11/01/00 0
0420159 O 10/01/30
0
3940691 526/526 F 52,200.00 ZZ
360 52,139.72 1
681 CENTER HILL AVE 8.750 410.66 90
8.500 410.66 58,000.00
ATLANTA GA 30318 1 08/31/00 12
0420201 05 10/01/00 25
0420201 N 09/01/30
0
1
3940692 526/526 F 75,000.00 ZZ
360 74,960.09 1
723 SOUTH MOUNTVALE DR 9.125 610.22 75
8.875 610.22 100,000.00
TUCSON AZ 85710 5 09/11/00 00
0420213 05 11/01/00 0
0420213 O 10/01/30
0
3940693 526/526 F 168,750.00 ZZ
360 168,645.11 1
3186 QUIET RIVER LN 8.375 1,282.62 75
8.125 1,282.62 225,000.00
BEND OR 97702 5 09/13/00 00
0420259 09 11/01/00 0
0420259 O 10/01/30
0
3940694 526/526 F 123,750.00 ZZ
360 123,676.94 1
2919 GOLF COURSE DR S 8.625 962.51 75
8.375 962.51 165,000.00
BEND OR 97701 2 09/13/00 00
0420260 09 11/01/00 0
0420260 N 10/01/30
0
3940695 526/526 F 123,750.00 ZZ
360 123,676.94 1
2917 GOLF COURSE DR S 8.625 962.51 75
8.375 962.51 165,000.00
BEND OR 97701 2 09/13/00 00
0420263 09 11/01/00 0
0420263 N 10/01/30
0
3940696 526/526 F 118,400.00 ZZ
360 118,263.27 1
4314 NORTH 29TH WAY 8.750 931.45 80
8.500 931.45 148,000.00
PHOENIX AZ 85016 1 08/29/00 00
0420279 01 10/01/00 0
0420279 O 09/01/30
0
3940698 526/526 F 89,600.00 ZZ
360 89,499.16 1
1
1611 E 6TH AVE 8.875 712.90 80
8.625 712.90 112,000.00
MESA AZ 85204 2 08/30/00 00
0420283 05 10/01/00 0
0420283 N 09/01/30
0
3940699 526/526 F 48,600.00 ZZ
360 48,546.70 1
3320 MACARTHUR 9.000 391.05 90
8.750 391.05 54,000.00
INDIANAPOLIS IN 46224 1 09/01/00 12
0420300 05 10/01/00 25
0420300 N 09/01/30
0
3940700 526/526 F 180,000.00 ZZ
360 179,906.68 2
5615 S KILDARE AVE 9.250 1,480.82 78
9.000 1,480.82 232,000.00
CHICAGO IL 60629 1 09/21/00 00
0420316 05 11/01/00 0
0420316 O 10/01/30
0
3940702 526/526 F 168,000.00 ZZ
360 167,903.34 1
3346 ASHLEY DR 8.750 1,321.66 80
8.500 1,321.66 210,000.00
GLENVIEW IL 60025 5 09/18/00 00
0420358 05 11/01/00 0
0420358 O 10/01/30
0
3940704 526/526 F 172,000.00 ZZ
360 171,825.60 1
7107 NORTH VIA DE MAS 9.375 1,430.61 74
9.125 1,430.61 235,000.00
SCOTTSDALE AZ 85258 5 08/31/00 00
0420408 03 10/01/00 0
0420408 O 09/01/30
0
3940711 526/526 F 208,000.00 ZZ
360 207,759.78 1
166 LAKE SIDE DRIVE 8.750 1,636.34 80
8.500 1,636.34 260,000.00
SEGUIN TX 78155 1 09/01/00 00
0420572 05 10/01/00 0
1
0420572 O 09/01/30
0
3940712 526/526 F 113,100.00 ZZ
360 112,969.38 1
1524 E BROADMOR DRIVE 8.750 889.76 80
8.500 889.76 141,400.00
TEMPE AZ 85282 1 08/28/00 00
0420577 05 10/01/00 0
0420577 N 09/01/30
0
3940713 526/526 F 140,400.00 ZZ
360 140,241.98 1
5390 W OLD SHAKOPEE RD 8.875 1,117.09 80
8.625 1,117.09 175,500.00
BLOOMINGTON MN 55437 1 08/31/00 00
0420582 05 10/01/00 0
0420582 O 09/01/30
0
3940714 526/526 F 71,100.00 ZZ
360 71,013.54 1
2834 SOUTH EXTENSION ROAD 8.500 546.70 80
#2080 8.250 546.70 88,900.00
MESA AZ 85210 1 08/25/00 00
0420632 01 10/01/00 0
0420632 O 09/01/30
0
3940715 526/526 F 100,000.00 ZZ
360 99,939.42 1
195 SE LINCOLN ST 8.500 768.91 80
8.250 768.91 125,000.00
SHERWOOD OR 97140 1 09/07/00 00
0420640 05 11/01/00 0
0420640 O 10/01/30
0
3940717 526/526 F 155,000.00 ZZ
360 154,825.56 1
5807 E NESBIT ROAD 8.875 1,233.25 75
8.625 1,233.25 208,000.00
SCOTTSDALE AZ 85254 5 08/31/00 00
0420676 03 10/01/00 0
0420676 O 09/01/30
0
1
3940718 526/526 F 140,400.00 ZZ
360 140,330.94 2
5629 S WOOD ST 9.500 1,180.56 90
9.250 1,180.56 156,000.00
CHICAGO IL 60636 1 09/18/00 12
0420761 05 11/01/00 25
0420761 N 10/01/30
0
3940719 526/526 F 76,500.00 ZZ
360 74,985.59 2
218 A WALTHAM AVENUE 8.875 608.67 75
8.625 608.67 102,000.00
MARIETTA GA 30060 5 09/30/00 00
0420763 05 11/01/00 0
0420763 N 10/01/30
0
3940720 526/526 F 76,500.00 ZZ
360 76,457.11 2
218 J WALTHALL AVENUE 8.875 608.67 75
8.625 608.67 102,000.00
MARIETTA GA 30060 5 09/20/00 00
0420769 05 11/01/00 0
0420769 N 10/01/30
0
3940721 526/526 F 76,500.00 ZZ
360 76,457.11 2
218 L WALTHALL AVE 8.875 608.67 75
8.625 608.67 102,000.00
MARIETTA GA 30060 5 09/20/00 00
0420771 05 11/01/00 0
0420771 N 10/01/30
0
3940722 526/526 F 61,200.00 ZZ
360 61,169.90 1
3223 W MADISON ST 9.500 514.60 90
9.250 514.60 68,000.00
PHOENIX AZ 85009 1 09/19/00 12
0420817 05 11/01/00 25
0420817 N 10/01/30
0
3940723 526/526 F 74,700.00 ZZ
360 74,663.26 1
3231 W MADISON ST 9.500 628.12 90
9.250 628.12 83,000.00
1
PHOENIX AZ 85009 1 09/18/00 12
0420823 05 11/01/00 25
0420823 N 10/01/30
0
3940725 526/526 F 55,000.00 ZZ
360 54,929.61 1
1121ALBION 8.250 413.20 65
#309 8.000 413.20 85,000.00
DENVER CO 80220 1 08/31/00 00
0420849 08 10/01/00 0
0420849 N 09/01/30
0
3940728 526/526 F 85,000.00 ZZ
360 84,952.35 1
5875 SW HALL BLVD 8.875 676.30 75
8.625 676.30 114,000.00
BEAVERTON OR 97005 2 09/12/00 00
0420977 05 11/01/00 0
0420977 N 10/01/30
0
3940729 526/526 F 77,000.00 T
360 76,959.02 1
17363 NW 66TH CT 9.125 626.50 70
8.875 626.50 110,000.00
MIAMI FL 33015 1 09/07/00 00
0421052 07 11/01/00 0
0421052 O 10/01/30
0
3940731 526/526 F 70,200.00 ZZ
360 70,161.65 1
994 MACEDONIA ROAD 9.000 564.85 90
8.750 564.85 78,000.00
BLANCHESTER OH 45107 1 09/22/00 12
0421147 05 11/01/00 25
0421147 N 10/01/30
0
3940733 526/526 F 120,000.00 ZZ
360 119,930.96 2
205 N BIERMANN AVE 8.750 944.04 78
8.500 944.04 154,000.00
VILLA PARK IL 60181 2 09/22/00 00
0421151 05 11/01/00 0
0421151 O 10/01/30
0
1
3940734 526/526 F 223,920.00 T
360 223,784.35 1
20 HAWK CIRCLE 8.500 1,721.75 80
#2302 8.250 1,721.75 279,900.00
KEYSTONE CO 80435 1 09/15/00 00
0421163 01 11/01/00 0
0421163 O 10/01/30
0
3940735 526/526 F 213,750.00 ZZ
360 213,630.17 4
1152,1154,1156,1158 LE BRUN LN 8.875 1,700.69 95
8.625 1,700.69 225,000.00
REDDING CA 96002 1 09/18/00 12
0421204 05 11/01/00 30
0421204 O 10/01/30
0
3940736 526/526 F 115,650.00 ZZ
360 115,586.83 1
76 JEFFERSON ST 9.000 930.55 90
#53 8.750 930.55 128,500.00
NORTH ANDOVER MA 01845 1 09/15/00 11
0421251 01 11/01/00 25
0421251 N 10/01/30
0
3940738 526/526 F 100,000.00 ZZ
360 99,940.96 1
220 S BAILEY LAKE AVE 8.625 777.79 72
8.375 777.79 140,000.00
GLADWIN MI 48624 5 09/19/00 00
0421317 05 11/01/00 0
0421317 O 10/01/30
0
3940739 526/526 F 60,712.00 ZZ
360 60,640.06 1
4315E PRESIDIO RD 8.625 472.21 75
8.375 472.21 80,950.00
TUCSON AZ 85712 1 08/31/00 00
0421349 09 10/01/00 0
0421349 N 09/01/30
0
3940740 526/526 F 89,200.00 ZZ
240 89,062.15 2
1
1514/1516 WOODHILL LANE 8.750 788.27 80
8.500 788.27 111,500.00
CHARLOTTE NC 28205 1 09/08/00 00
0421353 05 11/01/00 0
0421353 N 10/01/20
0
3940741 526/526 F 47,250.00 ZZ
360 47,196.83 1
39089 ORCHARD STREET 8.875 375.94 75
8.625 375.94 63,000.00
BEAUMONT CA 92223 1 09/01/00 00
0421360 05 10/01/00 0
0421360 N 09/01/30
0
3940742 526/526 F 131,500.00 ZZ
360 131,348.13 1
8628 SE SCHILLER ST 8.750 1,034.51 89
8.500 1,034.51 148,000.00
PORTLAND OR 97266 2 08/31/00 12
0421381 05 10/01/00 25
0421381 N 09/01/30
0
3940743 526/526 F 112,500.00 ZZ
360 112,441.68 1
42 NE 26TH DRIVE 9.250 925.51 75
9.000 925.51 150,000.00
WILTON MANORS FL 33334 1 09/22/00 00
0421440 05 11/01/00 0
0421440 O 10/01/30
0
3940744 526/526 F 103,500.00 ZZ
360 103,446.34 2
88 W DALLAS 9.250 851.47 90
9.000 851.47 115,000.00
MAIDSON HEI MI 48071 1 09/20/00 12
0421496 05 11/01/00 25
0421496 N 10/01/30
0
3940745 526/526 F 31,500.00 ZZ
360 31,483.67 1
7906 WENTWORTH AVENUE 9.250 259.14 90
9.000 259.14 35,000.00
CLEVELAND OH 44102 1 09/19/00 12
0421498 05 11/01/00 25
1
0421498 N 10/01/30
0
3940746 526/526 F 70,650.00 ZZ
360 70,610.40 2
124 S BARKLEY RD 8.875 562.12 90
8.625 562.12 78,500.00
MESA AZ 85204 1 09/05/00 12
0421504 05 11/01/00 25
0421504 N 10/01/30
0
3940750 526/526 F 135,200.00 ZZ
360 135,129.91 1
504 WHITETAIL CR 9.250 1,112.26 80
9.000 1,112.26 169,000.00
HAMPSHIRE IL 60140 1 09/22/00 00
0421649 05 11/01/00 0
0421649 O 10/01/30
0
3940752 526/526 F 108,000.00 ZZ
360 107,939.45 1
312 BARCLAY ROAD 8.875 859.30 75
8.625 859.30 145,000.00
CHAPEL HILL NC 27516 5 09/15/00 00
0421686 05 11/01/00 0
0421686 N 10/01/30
0
3940753 526/526 F 192,000.00 ZZ
360 191,895.12 1
17603 HIDDEN FOREST DRIVE 9.000 1,544.88 80
8.750 1,544.88 240,000.00
SPRING TX 77379 1 09/22/00 00
0421714 03 11/01/00 0
0421714 O 10/01/30
0
3940755 526/526 F 194,400.00 ZZ
360 194,175.48 1
2058 EAST TOPEKA DRIVE 8.750 1,529.35 90
8.500 1,529.35 216,000.00
PHOENIX AZ 85024 1 08/28/00 10
0421730 05 10/01/00 25
0421730 N 09/01/30
0
1
3940756 526/526 F 103,500.00 ZZ
360 103,395.06 1
901 SOUTH SECOND AVENUE 9.375 860.86 90
9.125 860.86 115,000.00
PHOENIX AZ 85003 1 08/28/00 10
0421733 05 10/01/00 25
0421733 N 09/01/30
0
3940758 526/526 F 148,500.00 ZZ
360 148,418.89 1
395 LAKESIDE DRIVE 9.000 1,194.86 90
8.750 1,194.86 165,000.00
BRIDGEPORT CT 06606 1 09/25/00 11
0421808 05 11/01/00 25
0421808 O 10/01/30
0
3940759 526/526 F 144,000.00 ZZ
360 143,921.34 4
625 NORTHROP AVE 9.000 1,158.66 80
8.750 1,158.66 180,000.00
LAS VEGAS NV 89119 1 09/12/00 00
0421810 05 11/01/00 0
0421810 N 10/01/30
0
3940760 526/526 F 144,000.00 ZZ
360 143,921.34 4
609 NORTHROP AVE 9.000 1,158.66 80
8.750 1,158.66 180,000.00
LAS VEGAS NV 89119 1 09/12/00 00
0421816 05 11/01/00 0
0421816 N 10/01/30
0
3940763 526/526 F 107,800.00 ZZ
360 107,746.98 4
31 S 95TH ST 9.500 906.44 70
9.250 906.44 154,000.00
MESA AZ 85208 5 09/08/00 00
0421882 05 11/01/00 0
0421882 N 10/01/30
0
3940764 526/526 F 165,000.00 ZZ
360 164,909.87 1
104 MAYFLOWER RIDGE DR. 9.000 1,327.63 75
8.750 1,327.63 220,000.00
1
WAREHAM MA 02571 1 09/22/00 00
0421914 05 11/01/00 0
0421914 O 10/01/30
0
3940766 526/526 F 79,200.00 ZZ
360 79,153.24 1
305 SW 8TH STREET 8.625 616.01 80
8.375 616.01 99,000.00
CAPE CORAL FL 33991 1 09/18/00 00
0421989 05 11/01/00 0
0421989 O 10/01/30
0
3940770 526/526 F 108,800.00 ZZ
360 108,734.09 1
880 RIO VISTA ROAD 8.500 836.58 80
8.250 836.58 136,000.00
GREENWOOD IN 46143 1 09/20/00 00
0422126 05 11/01/00 0
0422126 O 10/01/30
0
3940773 526/526 F 213,600.00 ZZ
360 213,483.33 1
9215 SANDY LANE 9.000 1,718.67 80
8.750 1,718.67 267,000.00
CONIFER CO 80433 1 09/08/00 00
0422185 05 11/01/00 0
0422185 O 10/01/30
0
3940777 526/526 F 62,100.00 ZZ
360 62,069.46 2
5617-19 N 77TH ST 9.500 522.17 90
9.250 522.17 69,000.00
MILWAUKEE WI 53218 1 09/22/00 11
0422377 05 11/01/00 25
0422377 N 10/01/30
0
3940778 526/526 F 86,000.00 T
360 85,946.55 1
E304 RIVERFRONT #E304 8.375 653.66 80
8.125 653.66 107,500.00
LINCOLN NH 03251 1 09/15/00 00
0422434 01 11/01/00 0
0422434 O 10/01/30
0
1
3940779 526/526 F 108,000.00 ZZ
360 107,939.45 1
11406 SOUTH TAWA LN 8.875 859.30 90
8.625 859.30 120,000.00
PHOENIX AZ 85044 1 09/13/00 12
0422460 03 11/01/00 25
0422460 N 10/01/30
0
3940780 526/526 F 92,695.00 ZZ
360 92,640.28 1
17922 W DENEEN WAY 8.625 720.97 80
8.375 720.97 115,869.00
SURPRISE AZ 85374 1 09/08/00 00
0422482 03 11/01/00 0
0422482 O 10/01/30
0
3940784 526/526 F 40,500.00 ZZ
360 40,475.46 1
6711 WEST OSBORN RD #139 8.500 311.41 90
8.250 311.41 45,000.00
PHOENIX AZ 85033 1 09/20/00 12
0422630 09 11/01/00 25
0422630 N 10/01/30
0
3940786 526/526 F 76,500.00 ZZ
360 76,460.34 1
817 E TYSON ST 9.250 629.35 90
9.000 629.35 85,000.00
CHANDLER AZ 85225 1 09/13/00 12
0422643 05 11/01/00 25
0422643 N 10/01/30
0
3940788 526/526 F 108,750.00 ZZ
360 108,695.08 1
157 HIGHLAND AVENUE 9.375 904.53 75
9.125 904.53 145,000.00
HAMILTON TOWNSH NJ 08620 1 09/25/00 00
0422771 05 11/01/00 0
0422771 O 10/01/30
0
3940790 526/526 F 82,500.00 ZZ
360 82,453.75 2
1
109 FORSYTH ROAD 8.875 656.41 75
8.625 656.41 110,000.00
CHAPEL HILL NC 27514 1 09/26/00 00
0422875 05 11/01/00 0
0422875 N 10/01/30
0
3940791 526/526 F 82,500.00 ZZ
360 82,453.75 2
105 FORSYTH ROAD 8.875 656.41 75
8.625 656.41 110,000.00
CHAPEL HILL NC 27514 1 09/26/00 00
0422879 05 11/01/00 0
0422879 N 10/01/30
0
3940792 526/526 F 65,280.00 ZZ
360 65,239.42 1
791 OLINGER 8.375 496.18 85
8.125 496.18 77,000.00
HUNTINGTON IN 46750 5 09/21/00 12
0422889 05 11/01/00 12
0422889 O 10/01/30
0
3940795 526/526 F 68,000.00 ZZ
360 67,960.87 1
850 LAKEVIEW 8.750 534.96 80
8.500 534.96 85,000.00
WHITE LAKE MI 48386 1 09/25/00 00
0423045 05 11/01/00 0
0423045 N 10/01/30
0
3940796 526/526 F 171,500.00 T
360 171,396.10 1
323 KENTFIELD DR 8.500 1,318.69 70
8.250 1,318.69 245,000.00
SAN MARCOS CA 92069 1 09/21/00 00
0423096 03 11/01/00 0
0423096 O 10/01/30
0
3940799 526/526 F 104,400.00 ZZ
360 104,348.65 3
435 N CHERRY ST 9.500 877.85 90
9.250 877.85 116,000.00
MESA AZ 85201 1 09/15/00 12
0423428 05 11/01/00 25
1
0423428 N 10/01/30
0
3940801 526/526 F 72,000.00 ZZ
360 71,956.38 2
402E JACKSON ST 8.500 553.62 90
8.250 553.62 80,000.00
WOODSTOCK IL 60098 1 09/22/00 12
0423457 05 11/01/00 25
0423457 N 10/01/30
0
3940803 526/526 F 14,900.00 ZZ
360 14,891.43 1
9700 LEAWOOD BLVD. #803 8.750 117.22 75
8.500 117.22 19,900.00
HOUSTON TX 77099 1 09/22/00 00
0423600 01 11/01/00 0
0423600 N 10/01/30
0
3940804 526/526 F 150,400.00 ZZ
360 150,313.47 4
2921 EAST CICERO ST 8.750 1,183.20 80
8.500 1,183.20 188,000.00
MESA AZ 85213 1 09/19/00 00
0423663 05 11/01/00 0
0423663 N 10/01/30
0
3940805 526/526 F 60,300.00 ZZ
360 60,268.74 1
4760 PAYTON AVENUE 9.250 496.07 90
9.000 496.07 67,000.00
INDIANAPOLIS IN 46226 1 09/27/00 11
0423739 05 11/01/00 25
0423739 N 10/01/30
0
3940806 526/526 F 76,500.00 ZZ
360 76,459.29 1
122 EAST HOOVER AVE 9.125 622.43 90
8.875 622.43 85,000.00
MESA AZ 85210 1 09/19/00 12
0423828 05 11/01/00 25
0423828 N 10/01/30
0
1
3940808 526/526 F 74,700.00 ZZ
360 74,661.27 1
2122 WEST LEWIS AVE 9.250 614.54 90
9.000 614.54 83,000.00
PHOENIX AZ 85009 1 09/27/00 12
0424197 05 11/01/00 25
0424197 N 10/01/30
0
3941950 664/G02 F 154,200.00 ZZ
360 154,200.00 1
110 SWEET BIRCH DRIVE 9.625 1,310.69 80
9.375 1,310.69 195,000.00
LONGVIEW WA 98632 2 10/07/00 00
0432380731 05 12/01/00 0
531701838 N 11/01/30
0
3946856 665/G02 F 109,600.00 ZZ
360 109,600.00 1
913 SAN JOSE AVENUE 8.625 852.46 80
8.375 852.46 137,000.00
SOUTH LAKE TAHO CA 96150 5 10/10/00 00
0432381465 05 12/01/00 0
88002826 O 11/01/30
0
3948517 U28/G02 F 172,700.00 ZZ
360 172,610.47 1
1967 SHAKER FALLS LANE 9.250 1,420.76 80
9.000 1,420.76 215,900.00
LAWRENCEVILLE GA 30045 1 09/28/00 00
0432382216 05 11/01/00 0
APPECOTC2 O 10/01/30
0
3949313 950/G02 F 72,000.00 ZZ
360 72,000.00 1
302 S HARTFORD AVENUE 9.250 592.33 75
9.000 592.33 96,000.00
BREMERTON WA 98312 5 10/16/00 00
0432382547 05 12/01/00 0
E7009063 N 11/01/30
0
3951172 286/286 F 95,000.00 T
360 94,953.26 1
2516 LIGHTHOUSE LN 9.500 798.82 75
9.250 798.82 128,000.00
1
SAYERVILLE NJ 08859 2 09/15/00 00
0000004296 01 11/01/00 0
0000004296 O 10/01/30
0
3951173 286/286 F 128,000.00 ZZ
360 127,876.86 1
104 COUNTRYVIEW DR 9.625 1,087.99 80
9.375 1,087.99 160,000.00
ROBINSON TWP PA 15136 1 08/25/00 00
0000005053 05 10/01/00 0
0000005053 O 09/01/30
0
3951176 286/286 F 29,500.00 ZZ
360 29,484.71 1
5711 SUGAR HILL DR #25 9.250 242.69 68
9.000 242.69 44,000.00
HOUSTON TX 77057 2 09/12/00 00
0000026413 01 11/01/00 0
0000026413 N 10/01/30
0
3951177 286/286 F 108,000.00 ZZ
360 107,946.87 1
526 ST. JOHN STREET 9.500 908.13 90
9.250 908.13 120,000.00
LAFAYETTE LA 70506 1 09/12/00 11
0000026445 05 11/01/00 25
0000026445 O 10/01/30
0
3951178 286/286 F 50,350.00 ZZ
360 50,322.50 1
ROUTE 2, BOX 688, FM 139 9.000 405.13 95
8.750 405.13 53,000.00
SHELBYVILLE TX 75973 1 09/25/00 11
0000026477 05 11/01/00 25
0000026477 O 10/01/30
0
3951179 286/286 F 117,000.00 ZZ
360 116,892.09 4
7 LAUREL ST 9.875 1,015.97 90
9.625 1,015.97 130,000.00
CONCORD NH 03301 1 08/25/00 11
0000059164 05 10/01/00 25
0000059164 N 09/01/30
0
1
3951180 286/286 F 60,000.00 ZZ
360 59,965.47 1
7 TARA DRIVE UNIT 7 6 8.750 472.03 75
8.500 472.03 80,000.00
WEYMOUTH MA 02189 1 09/13/00 00
0000059814 01 11/01/00 0
0000059814 N 10/01/30
0
3951182 286/286 F 40,800.00 ZZ
360 40,779.39 1
9619-G VINCA CIRCLE 9.375 339.36 70
9.125 339.36 58,450.00
CHARLOTTE NC 28213 1 09/27/00 00
0000067472 01 11/01/00 0
0000067472 N 10/01/30
0
3951185 286/286 F 89,450.00 ZZ
360 89,407.14 1
6225 BUCK FEVER ROAD 9.625 760.32 80
9.375 760.32 111,900.00
POLK CITY FL 33868 1 09/14/00 00
0000069756 05 11/01/00 0
0000069756 O 10/01/30
0
3951186 286/286 F 91,800.00 ZZ
360 91,673.83 1
1863 RESERVATION TRL 9.875 797.15 90
9.625 797.15 102,000.00
TALLAHASSEE FL 32303 1 07/21/00 12
0000069915 03 09/01/00 25
0000069915 O 08/01/30
0
3951189 286/286 F 202,500.00 ZZ
360 202,383.49 4
1119 SHERIDAN AVENUE 8.750 1,593.07 90
8.500 1,593.07 225,000.00
ROSELLE NJ 07203 2 09/13/00 11
0000072232 05 11/01/00 25
0000072232 O 10/01/30
0
3951190 286/286 F 18,000.00 ZZ
360 17,979.61 1
1
60 MOORELAND ST 10.125 159.63 90
9.875 159.63 20,000.00
SPRINGFIELD MA 01104 1 08/23/00 11
0000074940 05 10/01/00 25
0000074940 N 09/01/30
0
3951191 286/286 F 111,600.00 ZZ
360 111,545.10 1
636 TAM O SHANTER 9.500 938.40 90
9.250 938.40 124,000.00
LAS VEGAS NV 89109 1 09/07/00 01
0000076335 03 11/01/00 25
0000076335 N 10/01/30
0
3951192 286/286 F 81,250.00 ZZ
360 81,211.07 2
1349 PINE AVENUE 9.625 690.62 63
9.375 690.62 129,000.00
EAST POINT GA 30344 5 09/19/00 00
0000078230 05 11/01/00 0
0000078230 N 10/01/30
0
3951194 286/286 F 65,600.00 ZZ
360 65,494.48 1
2432 10TH AVE 9.125 533.75 80
8.875 533.75 82,000.00
GREELEY CO 80631 1 07/14/00 00
0000081200 05 09/01/00 0
0000081200 N 08/01/30
0
3951196 286/286 F 55,080.00 ZZ
360 55,052.18 1
107 SOUTH FIRST STREET 9.375 458.13 90
9.125 458.13 61,200.00
NEWARK OH 43055 1 09/19/00 12
0000087380 05 11/01/00 25
0000087380 N 10/01/30
0
3951197 286/286 F 85,500.00 ZZ
360 85,457.94 1
2265 PARKVIEW DRIVE 9.500 718.94 82
9.250 718.94 105,500.00
CUYAHOGA FALLS OH 44223 1 09/29/00 10
0000089045 05 11/01/00 12
1
0000089045 O 10/01/30
0
3951199 286/286 F 98,400.00 ZZ
360 98,242.57 2
59 STAFFORD ST 8.750 774.12 80
8.500 774.12 123,000.00
WORCESTER MA 01603 1 08/31/00 00
0000093079 05 10/01/00 0
0000093079 O 09/01/30
0
3951200 286/286 F 45,900.00 ZZ
360 45,876.81 1
29 W AVON RD 9.375 381.78 90
9.125 381.78 51,000.00
BROOKHAVEN PA 19015 1 09/20/00 12
0000093253 05 11/01/00 25
0000093253 N 10/01/30
0
3951204 286/286 F 79,650.00 ZZ
360 79,610.81 2
2229 6TH STREET 9.500 669.75 90
9.250 669.75 88,500.00
CUYAHOGA FALLS OH 44221 1 09/22/00 10
0000094884 05 11/01/00 25
0000094884 N 10/01/30
0
3951205 286/286 F 122,244.00 ZZ
360 122,173.66 1
1718 PROVIDENCE CREEK 8.750 961.70 80
CIRCLE 8.500 961.70 152,805.00
RICHMOND VA 23236 1 09/11/00 00
0000095080 05 11/01/00 0
0000095080 O 10/01/30
0
3951209 286/286 F 73,520.00 ZZ
360 73,483.83 1
197 ARLIS AVE 9.500 618.20 80
9.250 618.20 91,900.00
DAYTON TN 37321 1 09/06/00 00
0000095920 05 11/01/00 0
0000095920 O 10/01/30
0
1
3951210 286/286 F 166,500.00 ZZ
360 166,406.66 1
5323 HIGH WHEELS CT 8.875 1,324.75 90
8.625 1,324.75 185,000.00
COLUMBIA MD 21044 1 09/28/00 10
0000095947 03 11/01/00 25
0000095947 O 10/01/30
0
3951211 286/286 F 41,400.00 ZZ
360 41,379.63 2
132 RIDGE AVENUE 9.500 348.12 90
9.250 348.12 46,000.00
ASBURY PARK NJ 07712 1 09/11/00 11
0000096555 05 11/01/00 25
0000096555 N 10/01/30
0
3951212 286/286 F 112,000.00 ZZ
360 111,937.20 1
1206 TURNER AVE 8.875 891.13 80
8.625 891.13 140,000.00
OCEAN NJ 07712 1 09/11/00 00
0000096762 05 11/01/00 0
0000096762 O 10/01/30
0
3951213 286/286 F 139,950.00 ZZ
360 139,881.16 2
440 63 STREET 9.500 1,176.78 90
9.250 1,176.78 155,555.00
WEST NEW YORK NJ 07093 1 09/07/00 11
0000096766 05 11/01/00 25
0000096766 O 10/01/30
0
3951217 286/286 F 85,500.00 ZZ
360 85,460.11 2
136 CARLISLE STREET 9.750 734.58 90
9.500 734.58 95,000.00
NEW HAVEN CT 06513 1 09/15/00 11
0000096932 05 11/01/00 25
0000096932 N 10/01/30
0
3951220 286/286 F 71,100.00 ZZ
360 71,065.93 2
110-112 CENTRAL AVENUE 9.625 604.35 90
9.375 604.35 79,000.00
1
PLAINFIELD NJ 07060 1 09/15/00 11
0000097800 05 11/01/00 25
0000097800 N 10/01/30
0
3951221 286/286 F 105,750.00 ZZ
360 105,697.98 1
164 OGDEN AVENUE #402 9.500 889.21 90
9.250 889.21 117,500.00
JERSEY CITY NJ 07307 1 09/06/00 11
0000097812 01 11/01/00 25
0000097812 N 10/01/30
0
3951222 286/286 F 57,600.00 ZZ
360 57,544.58 1
502 RIDLEY AVE 9.625 489.60 80
9.375 489.60 72,000.00
FOLSOM PA 19033 1 08/29/00 00
0000110742 05 10/01/00 0
0000110742 O 09/01/30
0
3951223 286/286 F 75,200.00 ZZ
360 75,096.65 1
4583 ORDWAY DR 9.875 653.00 85
9.625 653.00 88,500.00
ROCKFORD IL 61109 1 07/31/00 11
0000112797 05 09/01/00 12
0000112797 O 08/01/30
0
3951224 286/286 F 80,000.00 ZZ
360 79,864.44 1
401 PARKLAWN CT 8.875 636.52 75
8.625 636.52 107,000.00
LANCSTER PA 17601 1 07/29/00 00
0000114322 05 09/01/00 0
0000114322 O 08/01/30
0
3951225 286/286 F 69,750.00 ZZ
360 69,682.90 1
4528 TENBY CT 9.625 592.87 90
9.375 592.87 77,500.00
LOVES PARK IL 61111 1 08/25/00 11
0000114468 05 10/01/00 25
0000114468 N 09/01/30
0
1
3951227 286/286 F 19,600.00 ZZ
360 19,590.61 1
120 CROSS ST 9.625 166.60 70
9.375 166.60 28,000.00
DAYTON OH 45410 1 09/15/00 00
0000116479 05 11/01/00 0
0000116479 N 10/01/30
0
3951229 286/286 F 212,020.00 ZZ
360 211,768.74 1
3717 TUCK AVE 8.625 1,649.07 85
8.375 1,649.07 250,000.00
POINT OF ROCKS MD 21777 2 08/30/00 11
0000119926 05 10/01/00 12
0000119926 O 09/01/30
0
3951232 286/286 F 200,000.00 ZZ
360 199,694.78 1
6225 PIONEER TRL NE 8.875 1,591.29 80
8.625 1,591.29 250,000.00
GEORGETOWN IN 47122 1 08/31/00 00
0000123120 05 10/01/00 0
0000123120 O 09/01/30
0
3951233 286/286 F 80,100.00 ZZ
360 80,024.94 1
236 W ALLEN RIDGE RD 9.750 688.19 90
9.500 688.19 89,000.00
SPRINGFIELD MA 01118 1 08/25/00 11
0000124218 05 10/01/00 25
0000124218 N 09/01/30
0
3951234 286/286 F 167,400.00 ZZ
360 167,206.67 1
24 BIRKDALE DR 8.750 1,316.94 90
8.500 1,316.94 186,000.00
HENDERSON NV 89014 1 08/28/00 11
0000124733 03 10/01/00 25
0000124733 N 09/01/30
0
3951237 286/286 F 64,900.00 ZZ
360 64,840.78 4
1
1127-1129 RACE ST 9.875 563.56 90
9.625 563.56 72,160.00
WILLIAMSPORT PA 17701 1 08/29/00 12
0000126012 05 10/01/00 25
0000126012 N 09/01/30
0
3951238 286/286 F 133,600.00 ZZ
360 133,523.13 1
4621 SUNSET AVE 8.750 1,051.04 80
8.500 1,051.04 167,000.00
INDIANAPOLIS IN 46208 2 09/27/00 00
0000126320 05 11/01/00 0
0000126320 N 10/01/30
0
3951240 286/286 F 38,700.00 ZZ
360 38,681.46 2
715 HARRIET AVE NW 9.625 328.95 90
9.375 328.95 43,000.00
CANTON OH 44703 1 09/21/00 12
0000127078 05 11/01/00 25
0000127078 N 10/01/30
0
3951241 286/286 F 139,200.00 ZZ
360 139,035.03 1
1665 WILL O WISP DR 8.625 1,082.69 80
8.375 1,082.69 174,000.00
VIRGINIA BEACH VA 23454 1 08/25/00 00
0000127228 05 10/01/00 0
0000127228 O 09/01/30
0
3951243 286/286 F 149,600.00 ZZ
360 149,513.92 1
3101 W BRETONS DR 8.750 1,176.91 80
8.500 1,176.91 187,000.00
MCHENRY IL 60050 1 09/07/00 00
0000129174 05 11/01/00 0
0000129174 O 10/01/30
0
3951244 286/286 F 46,800.00 ZZ
360 46,774.43 1
328 ROGERS AVE 9.000 376.57 90
8.750 376.57 52,000.00
NORFOLK VA 23505 1 09/21/00 11
0000129404 05 11/01/00 25
1
0000129404 N 10/01/30
0
3951245 286/286 F 150,300.00 ZZ
360 150,226.07 1
53 QUEENSLAND DRIVE 9.500 1,263.81 90
9.250 1,263.81 167,000.00
SPENCERPORT NY 14559 1 09/13/00 01
0000129420 05 11/01/00 25
0000129420 O 10/01/30
0
3951248 286/286 F 38,250.00 ZZ
360 38,229.11 1
8703 PLANTATION COURT DR 9.000 307.77 90
8.750 307.77 42,500.00
NORTH CHARLESTO SC 29406 1 09/01/00 12
0000129703 05 11/01/00 25
0000129703 N 10/01/30
0
3951249 286/286 F 46,800.00 ZZ
360 46,749.99 1
2814 FOXCROFT LN 9.125 380.79 79
8.875 380.79 59,560.00
GARLAND TX 75044 1 08/30/00 00
0000129761 05 10/01/00 0
0000129761 N 09/01/30
0
3951251 286/286 F 247,500.00 ZZ
360 247,350.05 1
673 FOX FARM RD 8.500 1,903.07 90
8.250 1,903.07 275,000.00
ASBURY NJ 08802 1 09/21/00 11
0000130177 05 11/01/00 25
0000130177 O 10/01/30
0
3951256 286/286 F 179,900.00 ZZ
360 179,731.46 1
148 HOLLOW CREEK DR 9.750 1,545.62 89
9.500 1,545.62 202,500.00
ST. PETERS MO 63376 2 08/04/00 11
0000132476 05 10/01/00 25
0000132476 O 09/01/30
0
1
3951258 286/286 F 198,566.00 ZZ
360 198,379.97 1
593 WETHERBY TERR 9.750 1,705.99 90
9.500 1,705.99 220,629.00
BALLWIN MO 63021 1 08/11/00 11
0000132775 03 10/01/00 25
0000132775 O 09/01/30
0
3951261 286/286 F 68,800.00 ZZ
360 68,759.38 1
220 W NATIONAL 8.625 535.12 80
8.375 535.12 86,000.00
MCPHERSON KS 67460 5 09/06/00 00
0000133180 05 11/01/00 0
0000133180 O 10/01/30
0
3951262 286/286 F 73,350.00 ZZ
360 73,313.92 2
4839 NEBRASKA AVE 9.500 616.77 90
9.250 616.77 81,500.00
ST LOUIS MO 63111 1 09/08/00 11
0000133380 05 11/01/00 25
0000133380 N 10/01/30
0
3951264 286/286 F 30,600.00 ZZ
360 30,570.56 1
9669 BALTIMORE AVE 9.625 260.10 90
9.375 260.10 34,000.00
ST. LOUIS MO 63114 1 08/31/00 11
0000133485 05 10/01/00 25
0000133485 N 09/01/30
0
3951265 286/286 F 155,200.00 ZZ
360 155,125.64 1
1511 COLT CIRCLE 9.625 1,319.19 80
9.375 1,319.19 194,000.00
RAYMORE MO 64083 5 09/29/00 00
0000133510 05 11/01/00 0
0000133510 N 10/01/30
0
3951267 286/286 F 76,050.00 ZZ
360 76,013.56 4
3259 NEBRASKA 9.625 646.42 90
9.375 646.42 84,500.00
1
ST LOUIS MO 63118 1 09/15/00 11
0000133662 05 11/01/00 25
0000133662 N 10/01/30
0
3951269 286/286 F 96,000.00 ZZ
360 95,951.52 1
9524 W 54TH ST 9.375 798.48 80
9.125 798.48 120,000.00
MERRIAM KS 66203 5 09/13/00 00
0000133671 05 11/01/00 0
0000133671 O 10/01/30
0
3951270 286/286 F 117,200.00 ZZ
360 117,142.34 1
1011 LLEWELLYN LN 9.500 985.49 80
9.250 985.49 146,500.00
ST LOUIS MO 63132 1 09/14/00 00
0000133778 05 11/01/00 0
0000133778 N 10/01/30
0
3951271 286/286 F 76,500.00 ZZ
360 76,460.34 4
2916 MT PLEASANT ST 9.250 629.35 90
9.000 629.35 85,000.00
ST. LOUIS MO 63111 1 09/08/00 11
0000133788 05 11/01/00 25
0000133788 N 10/01/30
0
3951274 286/286 F 32,175.00 ZZ
360 32,159.18 1
815 THOMAS AVENUE 9.500 270.55 90
9.250 270.55 35,750.00
SAINT LOUIS MO 63135 1 09/26/00 11
0000134026 05 11/01/00 25
0000134026 N 10/01/30
0
3951275 286/286 F 45,000.00 ZZ
360 44,979.01 1
223 WILSON ST 9.750 386.62 90
9.500 386.62 50,000.00
SALEM VA 24153 1 09/22/00 11
0000134103 05 11/01/00 25
0000134103 O 10/01/30
0
1
3951276 286/286 F 86,000.00 T
360 85,960.93 1
4413 ST GEORGES CT 9.875 746.78 80
9.625 746.78 107,500.00
KISSIMMEE FL 34746 1 09/25/00 00
0000136046 03 11/01/00 0
0000136046 O 10/01/30
0
3951278 286/286 F 92,000.00 ZZ
360 91,949.74 3
658A & 658B WEST AVE 9.000 740.26 80
8.750 740.26 115,000.00
CLERMONT FL 34711 5 09/05/00 00
0000136254 05 11/01/00 0
0000136254 O 10/01/30
0
3951279 286/286 F 79,600.00 ZZ
360 79,519.28 1
524 FLORAL DR 9.375 662.08 80
9.125 662.08 99,500.00
KISSIMMEE FL 34743 1 08/29/00 00
0000136263 03 10/01/00 0
0000136263 O 09/01/30
0
3951280 286/286 F 63,900.00 ZZ
360 63,826.19 1
4504 SALVIA DR 8.750 502.71 80
8.500 502.71 79,900.00
ORLANDO FL 32839 1 09/05/00 00
0000136310 05 10/01/00 0
0000136310 N 09/01/30
0
3951281 286/286 F 57,600.00 ZZ
360 57,568.53 1
5720 57TH WAY 9.000 463.47 90
8.750 463.47 64,000.00
WEST PALM BEACH FL 33409 1 09/07/00 12
0000136347 03 11/01/00 25
0000136347 O 10/01/30
0
3951282 286/286 F 130,500.00 ZZ
360 130,372.83 1
1
7181 CORAL COVE DR 9.625 1,109.24 90
9.375 1,109.24 145,000.00
ORLANDO FL 32818 1 09/01/00 12
0000136360 03 10/01/00 25
0000136360 O 09/01/30
0
3951284 286/286 F 87,300.00 ZZ
360 87,253.53 2
4110 A & B BREWSTER ROAD 9.125 710.31 90
8.875 710.31 97,000.00
TALLAHASSEE FL 32308 1 09/14/00 12
0000136406 05 11/01/00 25
0000136406 N 10/01/30
0
3951286 286/286 F 52,000.00 ZZ
360 51,970.84 1
1421 MISSOURI AVE 8.875 413.74 80
8.625 413.74 65,000.00
ST CLOUD FL 34769 1 09/15/00 00
0000136519 05 11/01/00 0
0000136519 N 10/01/30
0
3951289 286/286 F 14,400.00 T
360 14,392.91 1
RR 2 BOX 42A WINONA ST 9.500 121.09 80
9.250 121.09 18,102.00
SNEEDVILLE TN 37869 1 09/06/00 00
0000138838 05 11/01/00 0
0000138838 O 10/01/30
0
3951292 286/286 F 45,750.00 ZZ
360 45,725.01 1
7227 E 35TH ST 9.000 368.12 75
8.750 368.12 61,000.00
INDIANAPOLIS IN 46226 5 09/01/00 00
0000139084 05 11/01/00 0
0000139084 N 10/01/30
0
3951293 286/286 F 48,000.00 ZZ
360 47,973.78 1
3727 N BREEN DR 9.000 386.22 75
8.750 386.22 64,000.00
INDIANAPOLIS IN 46236 5 09/01/00 00
0000139089 05 11/01/00 0
1
0000139089 N 10/01/30
0
3951294 286/286 F 45,000.00 ZZ
360 44,975.41 1
3652 N BREEN DR 9.000 362.09 75
8.750 362.09 60,000.00
INDIANAPOLIS IN 46236 5 09/01/00 00
0000139105 05 11/01/00 0
0000139105 N 10/01/30
0
3951295 286/286 F 54,700.00 ZZ
360 54,670.12 1
9125 E BREEN CT 9.000 440.13 75
8.750 440.13 73,000.00
INDIANAPOLIS IN 46236 5 09/01/00 00
0000139119 05 11/01/00 0
0000139119 N 10/01/30
0
3951297 286/286 F 120,400.00 ZZ
360 120,271.35 4
1624 E CLOVER DR 9.125 979.62 70
8.875 979.62 172,000.00
MESA AZ 85203 1 08/31/00 00
0000139422 05 10/01/00 0
0000139422 N 09/01/30
0
3951298 286/286 F 146,600.00 ZZ
360 146,435.01 1
816 ANDREWS CROSSING 8.875 1,166.42 90
8.625 1,166.42 162,900.00
SMITHFIELD VA 23430 1 08/30/00 11
0000139767 05 10/01/00 25
0000139767 N 09/01/30
0
3951299 286/286 F 129,600.00 ZZ
360 129,454.14 1
4847 N RAVENSWOOD AVE #1E 8.875 1,031.16 80
8.625 1,031.16 162,000.00
CHICAGO IL 60640 1 08/31/00 00
0000140152 01 10/01/00 0
0000140152 O 09/01/30
0
1
3951301 286/286 F 103,200.00 ZZ
360 103,137.48 1
1123 A&B IRVING AVE 8.500 793.52 80
8.250 793.52 129,000.00
COLONIAL BEACH VA 22443 1 09/14/00 00
0000140235 05 11/01/00 0
0000140235 N 10/01/30
0
3951303 286/286 F 56,000.00 ZZ
360 55,970.19 1
450 DIANA CIRCLE 9.125 455.64 80
8.875 455.64 70,000.00
CASSELBERRY FL 32707 1 09/08/00 00
0000140285 05 11/01/00 0
0000140285 N 10/01/30
0
3951307 286/286 F 57,200.00 ZZ
360 57,167.08 1
9744 BROWN AVE 8.750 450.00 80
8.500 450.00 71,500.00
GREENTOWN OH 44720 1 09/20/00 00
0000141280 05 11/01/00 0
0000141280 O 10/01/30
0
3951309 286/286 F 50,000.00 ZZ
360 49,976.04 2
122 MIDDLESEX STREET 9.625 425.00 65
9.375 425.00 77,000.00
SPRINGIELD MA 01109 5 09/20/00 00
0000141866 05 11/01/00 0
0000141866 N 10/01/30
0
3951310 286/286 F 46,150.00 ZZ
360 46,127.88 2
25 CHAPEL STREET 9.625 392.28 65
9.375 392.28 71,000.00
SPRINGIELD MA 01109 5 09/20/00 00
0000141905 05 11/01/00 0
0000141905 N 10/01/30
0
3951312 286/286 F 56,745.00 ZZ
360 56,716.34 1
2021 BELMONT BLVD 9.375 471.98 90
9.125 471.98 63,050.00
1
ROCKFORD IL 61103 1 09/06/00 11
0000142618 05 11/01/00 25
0000142618 N 10/01/30
0
3951313 286/286 F 39,250.00 ZZ
360 39,230.17 1
9615-D VINCA CR 9.375 326.47 70
9.125 326.47 56,250.00
CHARLOTTE NC 28213 1 09/27/00 00
0000142787 01 11/01/00 0
0000142787 N 10/01/30
0
3951314 286/286 F 28,500.00 ZZ
360 28,485.98 1
1420 N ST 811 9.500 239.65 95
9.250 239.65 30,000.00
WASHINGTON DC 20005 1 09/11/00 14
0000143303 01 11/01/00 30
0000143303 O 10/01/30
0
3951317 286/286 F 50,000.00 ZZ
360 49,975.40 1
RT 3 BOX 283 9.500 420.43 76
9.250 420.43 66,000.00
PIKEVILLE TN 37367 5 09/29/00 00
0000151438 05 11/01/00 0
0000151438 O 10/01/30
0
3951318 286/286 F 56,250.00 ZZ
360 56,223.05 1
17090 EAST FORD DRIVE 9.625 478.12 75
#212 9.375 478.12 75,000.00
AURORA CO 80017 1 09/19/00 00
0000151717 01 11/01/00 0
0000151717 N 10/01/30
0
3951319 286/286 F 50,000.00 ZZ
360 49,970.48 1
935 SATURN DR #207 8.625 388.90 75
8.375 388.90 67,000.00
COLORADO SPRING CO 80906 1 09/25/00 00
0000151781 01 11/01/00 0
0000151781 O 10/01/30
0
1
3951320 286/286 F 112,500.00 ZZ
360 112,436.92 1
7264 REYNOLDS RD 8.875 895.11 90
8.625 895.11 125,000.00
MENTOR OH 44060 1 09/27/00 10
0000151884 05 11/01/00 25
0000151884 O 10/01/30
0
3951321 286/286 F 62,190.00 ZZ
360 62,159.41 1
3112 MORSON ST 9.500 522.93 90
9.250 522.93 69,100.00
CHARLOTTE NC 28210 1 09/28/00 12
0000151902 05 11/01/00 25
0000151902 N 10/01/30
0
3951322 286/286 F 132,750.00 ZZ
360 132,686.40 2
1915 E PRATT ST 9.625 1,128.37 90
9.375 1,128.37 147,500.00
BALTIMORE MD 21231 1 09/21/00 12
0000161401 07 11/01/00 25
0000161401 O 10/01/30
0
3951323 286/286 F 141,600.00 ZZ
360 141,600.00 1
1074 MACKEY PKE 8.625 1,101.36 80
8.375 1,101.36 177,000.00
NICHOLASVILLE KY 40356 2 09/27/00 00
0000161570 05 12/01/00 0
0000161570 O 11/01/30
0
3951324 286/286 F 66,050.00 ZZ
360 66,016.64 1
308 E BYRON ST 9.375 549.38 90
9.125 549.38 73,400.00
SIDNEY IL 61877 1 09/20/00 11
0000161754 05 11/01/00 25
0000161754 O 10/01/30
0
3951325 286/286 F 22,000.00 ZZ
360 21,989.18 1
1
520 GARVER AVE 9.500 184.99 71
9.250 184.99 31,000.00
ROCKFORD IL 61101 5 09/29/00 00
0000162636 05 11/01/00 0
0000162636 N 10/01/30
0
3951326 286/286 F 21,750.00 ZZ
360 21,739.30 1
518 GARVER AVE 9.500 182.89 75
9.250 182.89 29,000.00
ROCKFORD IL 61102 5 09/29/00 00
0000162643 05 11/01/00 0
0000162643 N 10/01/30
0
3951328 286/286 F 83,000.00 ZZ
360 82,952.24 1
159 WOODLAWN AVE 8.750 652.97 80
8.500 652.97 103,800.00
NORWALK OH 44857 1 09/15/00 00
0000163838 05 11/01/00 0
0000163838 O 10/01/30
0
3951329 286/286 F 19,300.00 ZZ
360 19,290.50 1
132 BLACK HOLLOW RD 9.500 162.29 70
9.250 162.29 27,600.00
ROCKWOOD TN 37854 1 09/15/00 00
0000164418 05 11/01/00 0
0000164418 N 10/01/30
0
3951330 286/286 F 71,000.00 ZZ
360 70,963.19 2
123 W 33RD ST 9.250 584.10 90
9.000 584.10 78,900.00
COVINGTON KY 41015 1 09/26/00 10
0000164981 05 11/01/00 25
0000164981 N 10/01/30
0
3951332 286/286 F 18,000.00 ZZ
360 17,989.64 1
2859 ALABAMA DR 8.750 141.61 90
8.500 141.61 20,000.00
N CHARLESTON SC 29405 1 09/27/00 10
0000165498 05 11/01/00 25
1
0000165498 N 10/01/30
0
3951333 286/286 F 140,050.00 ZZ
360 139,975.46 1
6816 W AVENIDA DEL REY 9.125 1,139.50 90
8.875 1,139.50 155,642.00
PEORIA AZ 85382 1 09/27/00 11
0000165597 03 11/01/00 25
0000165597 N 10/01/30
0
3951334 286/286 F 44,100.00 ZZ
360 44,077.14 1
528 MCDONOUGH ST 9.250 362.80 90
9.000 362.80 49,000.00
SANDUSKY OH 44870 1 09/20/00 11
0000166038 05 11/01/00 25
0000166038 N 10/01/30
0
3951336 286/286 F 53,100.00 ZZ
360 53,068.65 2
176 RIVER STREET 8.625 413.01 90
8.375 413.01 59,000.00
WOONSOCKET RI 02895 1 09/28/00 11
0000166728 07 11/01/00 25
0000166728 N 10/01/30
0
3951337 286/286 F 66,000.00 ZZ
360 65,967.53 4
1406 S BERTHA AVE 9.500 554.97 80
BUILDING P 9.250 554.97 82,500.00
PANAMA CITY FL 32404 1 09/29/00 00
0000167540 05 11/01/00 0
0000167540 N 10/01/30
0
3951338 286/286 F 66,000.00 ZZ
360 65,967.53 4
1406 S BERTHA AVE 9.500 554.97 80
BUILDING 0 9.250 554.97 82,500.00
PANAMA CITY FL 32404 1 09/29/00 00
0000167543 05 11/01/00 0
0000167543 N 10/01/30
0
1
3951342 286/286 F 117,500.00 ZZ
360 117,428.81 1
4523 FOREST HOME DRIVE 8.500 903.48 80
8.250 903.48 146,900.00
MISSOURI CITY TX 77459 1 09/22/00 00
0000174540 03 11/01/00 0
0000174540 N 10/01/30
0
3951343 286/286 F 26,350.00 ZZ
360 26,336.33 1
4115 TAFT 9.250 216.78 85
9.000 216.78 31,000.00
ST LOUIS MO 63316 2 09/29/00 11
0000176615 05 11/01/00 12
0000176615 O 10/01/30
0
3951344 286/286 F 50,400.00 ZZ
360 50,375.85 1
800 HIGHLAND ST 9.625 428.40 90
9.375 428.40 56,000.00
HARRISONVILLE MO 64701 1 09/29/00 11
0000176669 05 11/01/00 25
0000176669 N 10/01/30
0
3951347 286/286 F 148,000.00 ZZ
360 147,923.27 1
84 ALHAMBRA CIR 9.250 1,217.56 80
9.000 1,217.56 185,000.00
CRANSTON RI 02905 1 09/07/00 00
0009360255 05 11/01/00 0
0009360255 O 10/01/30
0
3951348 286/286 F 93,700.00 ZZ
360 93,647.47 3
57 WILSON PLACE 8.875 745.52 73
8.625 745.52 130,000.00
IRVINGTON NJ 07111 2 09/14/00 00
0009376033 05 11/01/00 0
0009376033 O 10/01/30
0
3951350 286/286 F 160,000.00 ZZ
360 159,800.40 1
251 BECHTEL RD 8.375 1,216.12 80
8.125 1,216.12 200,000.00
1
COLLEGEVILLE PA 19426 1 08/31/00 00
0009533092 05 10/01/00 0
0009533092 O 09/01/30
0
3951351 286/286 F 76,500.00 ZZ
360 76,463.34 2
53 REMSEN AVE 9.625 650.25 90
9.375 650.25 85,000.00
NEW BRUNSWICK NJ 07501 1 09/14/00 11
0009560077 05 11/01/00 25
0009560077 N 10/01/30
0
3951352 286/286 F 59,220.00 ZZ
360 59,102.09 2
30 LEE AVENUE 9.125 481.84 90
8.875 481.84 65,800.00
NEW BRUNSWICK NJ 08901 1 09/22/00 11
0009560174 05 11/01/00 25
0009560174 N 10/01/30
0
3951353 286/286 F 41,400.00 ZZ
360 41,360.16 1
2300 N BRYAN AVE 9.625 351.90 90
9.375 351.90 46,000.00
FRESNO CA 93722 1 08/25/00 11
0009614261 05 10/01/00 25
0009614261 O 09/01/30
0
3951354 286/286 F 51,300.00 ZZ
360 51,274.77 1
20 MAUREEN COURT 9.500 431.36 90
9.250 431.36 57,000.00
WINSLOW TWP NJ 08081 1 09/22/00 11
0009619358 03 11/01/00 25
0009619358 N 10/01/30
0
3951355 286/286 F 62,100.00 ZZ
360 62,069.45 1
1 MAUREEN COURT 9.500 522.18 90
9.250 522.18 69,000.00
SICKLERVILLE NJ 08081 1 09/22/00 11
0009619359 03 11/01/00 25
0009619359 N 10/01/30
0
1
3951356 286/286 F 148,500.00 ZZ
360 148,353.34 3
36-38 CLIFF ST 9.500 1,248.67 90
9.250 1,248.67 165,000.00
SHELTON CT 06484 1 08/31/00 11
0009648351 05 10/01/00 25
0009648351 N 09/01/30
0
3951361 286/286 F 108,000.00 T
360 107,898.81 1
3115 ARDLEY ROAD 9.750 927.89 80
9.500 927.89 135,000.00
ATLANTA GA 30311 1 08/30/00 00
0009982523 05 10/01/00 0
0009982523 O 09/01/30
0
3951362 286/286 F 83,300.00 ZZ
360 83,257.93 1
1213 SW 38TH 9.375 692.85 85
9.125 692.85 98,000.00
OKLAHOMA CITY OK 73109 5 09/14/00 11
0009985252 05 11/01/00 12
0009985252 O 10/01/30
0
3951672 E82/G02 F 114,700.00 T
360 114,700.00 1
5637 DEL HAVEN ROAD 8.875 912.60 80
8.625 912.60 143,400.00
LOWER MT. BETHE PA 18343 1 10/30/00 00
0400331468 05 12/01/00 0
0400331468 O 11/01/30
0
3951921 225/225 F 26,125.00 ZZ
360 26,101.78 2
714 TILGHMAN STREET W 10.000 229.27 95
9.750 229.27 27,500.00
ALLENTOWN PA 18103 1 08/28/00 11
6507960 05 10/01/00 30
6507960 O 09/01/30
0
3952335 225/225 F 48,750.00 ZZ
360 48,720.46 1
1
5583 NEW COLONY DRIVE 8.500 374.85 75
8.250 374.85 65,000.00
VIRGINIA BEACH VA 23464 1 09/26/00 00
6510828 05 11/01/00 0
6510828 O 10/01/30
0
3952716 225/225 F 135,750.00 T
360 135,519.98 1
8504 DORAL DRIVE 8.875 1,080.09 75
8.625 1,080.09 181,000.00
CLERMONT FL 34711 1 08/01/00 00
6300575 03 09/01/00 0
6300575 O 08/01/30
0
3953129 225/225 F 195,550.00 ZZ
360 195,312.24 1
22 LAKE VISTA 8.500 1,503.61 79
8.250 1,503.61 250,000.00
ORMOND BEACH FL 32174 1 08/25/00 00
6505236 03 10/01/00 0
6505236 O 09/01/30
0
3953572 225/225 F 138,000.00 ZZ
360 137,844.58 1
3948 TIMBER TRAIL NE 8.875 1,097.99 74
8.625 1,097.99 189,000.00
SILVERTON OR 97381 1 07/31/00 00
720356100 05 10/01/00 0
720356100 O 09/01/30
0
3954280 225/225 F 104,000.00 ZZ
360 103,888.88 1
402 SOUTH DIXIE AVENUE 9.125 846.18 80
8.875 846.18 130,000.00
FRUITLAND FL 34731 1 09/21/00 00
7195693 05 10/01/00 0
7195693 O 09/01/30
0
3954511 225/225 F 140,800.00 ZZ
360 140,641.54 1
8305 SE PAUROTIS LANE 8.875 1,120.27 80
8.625 1,120.27 176,000.00
HOBE SOUND FL 33455 2 08/11/00 00
720276200 03 10/01/00 0
1
720276200 O 09/01/30
0
3954722 225/225 F 92,000.00 ZZ
360 91,909.13 4
11 OTIS STREET 9.500 773.59 80
9.250 773.59 115,000.00
KILLINGLY CT 06241 5 08/15/00 00
720480700 05 10/01/00 0
720480700 N 09/01/30
0
3955842 225/225 F 204,800.00 ZZ
360 204,679.08 1
84 ADAMS ST 8.625 1,592.92 80
2E 8.375 1,592.92 256,500.00
HOBOKEN NJ 07030 1 09/18/00 00
720574500 01 11/01/00 0
720574500 O 10/01/30
0
3956137 225/225 F 80,900.00 ZZ
360 80,858.05 1
94-100 SOUTH WALNUT STREET 9.250 665.55 90
9.000 665.55 89,900.00
PLAINFIELD CT 06387 1 09/12/00 11
721050200 05 11/01/00 25
721050200 N 10/01/30
0
3957278 225/225 F 40,000.00 ZZ
360 39,976.38 1
54 ROOSEVELT BLVD 8.625 311.12 80
8.375 311.12 50,000.00
BEVERLY HILLS FL 34465 1 09/14/00 00
6509623 05 11/01/00 0
6509623 O 10/01/30
0
3957324 225/225 F 213,750.00 ZZ
360 213,639.19 3
27 SOUTH MAIN STREET 9.250 1,758.47 95
9.000 1,758.47 225,000.00
WINDSOR LOCKS CT 06096 1 09/28/00 10
7208815 05 11/01/00 30
7208815 O 10/01/30
0
1
3957379 225/225 F 196,000.00 ZZ
360 61,685.05 1
5724 SILVER SPRING LANE 9.125 1,594.73 80
8.875 1,594.73 245,000.00
FT WORTH TX 76135 1 06/30/00 00
719665200 03 08/01/00 0
719665200 O 07/01/30
0
3957401 225/225 F 85,600.00 ZZ
360 85,544.00 1
35325 HWY 285 8.125 635.58 80
7.875 635.58 107,000.00
OJO CALIENTE NM 87549 1 09/25/00 00
720931000 05 11/01/00 0
720931000 O 10/01/30
0
3957805 225/225 F 220,000.00 ZZ
360 219,866.72 1
5224 RIVERSIDE AVENUE 8.500 1,691.61 80
#A,B,C,AND D 8.250 1,691.61 275,000.00
SAN PABLO CA 94806 1 09/15/00 00
721057600 05 11/01/00 0
721057600 O 10/01/30
0
3958545 225/225 F 84,400.00 ZZ
360 84,245.51 1
2845 HIGHWAY 81 EAST 8.500 648.96 80
8.250 648.96 105,500.00
MCDONOUGH GA 30252 1 08/30/00 00
6507449 05 10/01/00 0
6507449 O 09/01/30
0
3958608 225/225 F 131,920.00 ZZ
360 131,759.58 1
1817 UNION RIDGE ROAD 8.500 1,014.36 80
8.250 1,014.36 164,900.00
PLACERVILLE CA 95667 1 08/23/00 00
720535600 05 10/01/00 0
720535600 O 09/01/30
0
3958652 225/225 F 200,000.00 ZZ
360 199,668.28 1
935 SNYDER MOUNTAIN ROAD 8.750 1,573.41 80
8.500 1,573.41 250,000.00
1
EVERGREEN CO 80439 1 08/15/00 00
720609400 05 10/01/00 0
720609400 O 09/01/30
0
3958756 225/225 F 150,000.00 ZZ
360 149,817.60 1
18 FLAMINGO COURT 8.500 1,153.38 71
8.250 1,153.38 214,000.00
LAGUNA NIGUEL CA 92677 5 08/04/00 00
720391600 01 10/01/00 0
720391600 O 09/01/30
0
3958897 696/G02 F 88,000.00 ZZ
360 88,000.00 1
1238 BENNING ROAD 9.000 708.07 80
8.750 708.07 110,000.00
CAPITOL HEIGHTS MD 20743 5 10/31/00 00
0432384386 05 12/01/00 0
20200052 N 11/01/30
0
3958900 225/225 F 73,800.00 ZZ
360 73,761.73 1
111-C WEYBRIDGE CIRCLE 9.250 607.14 90
9.000 607.14 82,000.00
ROYAL PALM BEAC FL 33411 1 09/15/00 11
721116600 09 11/01/00 25
721116600 N 10/01/30
0
3959069 225/225 F 61,000.00 ZZ
360 60,919.91 1
114 EVERETTE DRIVE 8.125 452.93 71
7.875 452.93 86,000.00
HOUMA LA 70364 5 09/01/00 00
720961200 05 10/01/00 0
720961200 O 09/01/30
0
3959172 225/225 F 124,080.00 ZZ
360 123,957.44 1
275 DWIGHT STREET 9.500 1,043.34 80
9.250 1,043.34 155,100.00
NEW HAVEN CT 06511 1 08/18/00 00
7205063 05 10/01/00 0
7205063 O 09/01/30
0
1
3959315 225/225 F 59,200.00 ZZ
360 59,165.94 1
1508 STORY STREET 8.750 465.73 80
8.500 465.73 74,000.00
HOUSTON TX 77055 5 09/13/00 00
720920500 05 11/01/00 0
720920500 N 10/01/30
0
3959371 225/225 F 225,600.00 ZZ
360 225,459.77 1
1386 LOWLAND COURT 8.375 1,714.73 80
8.125 1,714.73 282,000.00
MILPITAS CA 95035 1 09/28/00 00
7212923 03 11/01/00 0
7212923 O 10/01/30
0
3959424 225/225 F 76,000.00 ZZ
360 75,877.30 1
12128 NEWGATE AVE 9.000 611.51 80
8.750 611.51 95,000.00
PORT CHARLOTTE FL 33981 1 08/15/00 00
6506029 05 10/01/00 0
6506029 O 09/01/30
0
3959512 225/225 F 37,600.00 ZZ
360 37,560.85 1
9921 BUSSTLETON AVE S-11 9.250 309.33 80
9.000 309.33 47,000.00
PHILADELPHIA PA 19115 1 08/28/00 00
720629900 01 10/01/00 0
720629900 O 09/01/30
0
3959636 225/225 F 236,000.00 ZZ
360 235,864.21 1
5376 PALM GROVE COURT 8.750 1,856.62 80
8.500 1,856.62 295,000.00
SAN JOSE CA 95123 1 08/31/00 00
719823700 09 11/01/00 0
719823700 O 10/01/30
0
3959683 225/225 F 176,000.00 ZZ
360 175,796.72 1
1
493 SCOTTS WAY 8.750 1,384.60 80
8.500 1,384.60 220,000.00
AUGUSTA GA 30909 1 09/01/00 00
720812600 05 10/01/00 0
720812600 O 09/01/30
0
3960648 225/225 F 156,000.00 ZZ
360 155,914.78 1
5225 N RIVERS EDGE TERRACE 9.000 1,255.22 75
8.750 1,255.22 210,000.00
CHICAGO IL 60630 5 09/11/00 00
720955400 01 11/01/00 0
720955400 O 10/01/30
0
3969786 696/G02 F 192,000.00 ZZ
360 192,000.00 1
3562 VERONICA LANE 8.500 1,476.31 80
8.250 1,476.31 240,000.00
WOODBRIDGE VA 22192 1 11/03/00 00
0432390797 03 12/01/00 0
31800086 O 11/01/30
0
TOTAL NUMBER OF LOANS : 1,189
TOTAL ORIGINAL BALANCE : 134,747,059.00
TOTAL PRINCIPAL BALANCE : 134,531,227.22
TOTAL ORIGINAL P+I : 1,088,170.10
TOTAL CURRENT P+I : 1,088,170.10
***************************
* END OF REPORT *
***************************
<PAGE>
Exhibit TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
3863501 "$247,617.93 " 0.06845 0.116774194 "$28,915.38 "
3896223 "$341,764.64 " 0.07345 0.052258065 "$17,859.96 "
3857702 "$371,737.44 " 0.0747 0.036129032 "$13,430.51 "
3842767 "$479,677.93 " 0.0747 0.036129032 "$17,330.30 "
3775537 "$136,403.66 " 0.0747 0.036129032 "$4,928.13 "
3897535 "$292,000.00 " 0.07595 0.02 "$5,840.00 "
3857685 "$273,411.71 " 0.07595 0.02 "$5,468.23 "
3838977 "$299,585.73 " 0.07595 0.02 "$5,991.71 "
1999093 "$111,922.92 " 0.07595 0.02 "$2,238.46 "
3866463 "$63,077.63 " 0.0772 0.003870968 $244.17
3853143 "$385,000.00 " 0.0772 0.003870968 "$1,490.32 "
3828679 "$289,815.07 " 0.0772 0.003870968 "$1,121.86 "
<PAGE>
Exhibit THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans after
giving effect to the distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the related Class CB Percentage, Class NB
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;
<PAGE>
(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 and the Accretion
Termination 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 a representation or warranty assigned to
the Trustee pursuant to Section 2.04;
(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 NOVEMBER 1, 2000
EXECUTION COPY
================================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2000
Residential Accredit Loans, Inc.
Mortgage Asset-Backed Pass-Through Certificates
================================================================================
<PAGE>
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
Section 2.05. Execution and Authentication of Certificates/
Issuance of Certificates Evidencing Interests in
REMIC I Certificates. ..................................41
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC
II Regular Interests; Acceptance by the Trustee. .......42
Section 2.07. Issuance of Certificates Evidencing Interests
in REMIC II. ...........................................42
Section 2.08. Negative Covenants of the Trust Fund. ..........42
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
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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
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<PAGE>
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
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<PAGE>
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
Section 11.09.Allocation of Voting Rights. .....................112
Section 11.10.No Petition. .....................................112
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<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: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
<PAGE>
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of November 1, 2000 (the "Standard Terms", and as incorporated by reference into
a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL 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,
2
<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.
3
<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
5
<PAGE>
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, and, in respect of any Insured
Certificates, the Certificate Insurer to the extent of Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a Non-United
States Person shall be a holder of a Class R Certificate for purposes hereof
and, solely for the purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other than a Class R Certificate, registered in the
name of the Company, the Master Servicer or any Subservicer or any Affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest or
Voting Rights evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights necessary
to effect any such consent or direction has been obtained. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
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
6
<PAGE>
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02.
Class A-V Certificate: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
Closing Date: As defined in the Series Supplement.
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
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Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Cumulative Insurance Payments: As defined in the Series Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
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Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
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 &
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Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series Supplement.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, 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
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"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of Bank One, National
Association, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
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
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Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity bond
and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination, all
whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition of the
term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or
expected attack:
1. by any government or sovereign power, de jure or de facto, or by
any authority maintaining or using military, naval or air forces;
or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or forces;
(d) any weapon of war employing atomic fission or radioactive force whether in
time of peace or war; or
(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: Fitch, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (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.
Interim Certification: As defined in Section 2.02.
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
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accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
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, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO 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 and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to any
Series, this Standard Terms together with the related Series Supplement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
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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.
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
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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
(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
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(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.
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
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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.
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:
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(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
(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
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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.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
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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.
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.
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United States Person or U.S. Person: (i) A citizen or resident of the
United States, (ii) a corporation, partnership or other entity treated as a
corporation or partnership for United States federal income tax purposes
organized in or under the laws of the United States or any state thereof or the
District of Columbia (unless, in the case of a partnership, Treasury regulations
provide otherwise), provided that, for purposes solely of the restrictions on
the transfer of residual interests, no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated as a
United States Person or U.S. Person unless all persons that own an interest in
such partnership either directly or indirectly through any chain of entities no
one of which is a corporation for United States federal income tax purposes are
required by the applicable operating agreement to be United States Persons,
(iii) an estate the income of which is includible in gross income for United
States tax purposes, regardless of its source, or (iv) a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain Trusts in
existence on August 20, 1996, and treated as United States persons prior to such
date, that elect to continue to be treated as United States persons will also be
a U.S. Person.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02. Use of Words and Phrases.
"Herein," "hereby," "hereunder," `hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
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Article II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
(b) In connection with such assignment, except as set forth in Section 2.01(c)
and subject to Section 2.01(d) below, the Company does hereby deliver to, and
deposit with, the Trustee, or to and with one or more Custodians, as the duly
appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee, and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan and language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan, with evidence of recording indicated
thereon or a copy of the Mortgage with evidence of recording indicated
thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R) System, an
original Assignment of the Mortgage to the Trustee with evidence of
recording indicated thereon or a copy of such assignment with evidence
of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing
an unbroken chain of title from the originator thereof to the Person
assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such assignment or assignments of the Mortgage with evidence of
recording indicated thereon; and
(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.
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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.
(c) The Company may, in lieu of delivering the original of the documents set
forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii),
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(iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to
the Trustee or the Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer shall hold such documents in trust for the use
and benefit of all present and future Certificateholders until such time as is
set forth in the next sentence. Within thirty Business Days following the
earlier of (i) the receipt of the original of all of the documents or
instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the Mortgage Loans then
being held by the Master Servicer, the Master Servicer shall deliver a complete
set of such documents to the Trustee or the Custodian or Custodians that are the
duly appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in connection with any
Mortgage Loan, if the Company cannot deliver the original of the Mortgage, any
assignment, modification, assumption agreement or preferred loan agreement (or
copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon
concurrently with the execution and delivery of this Agreement because of (i) a
delay caused by the public recording office where such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement as the case may
be, has been delivered for recordation, or (ii) a delay in the receipt of
certain information necessary to prepare the related assignments, the Company
shall deliver or cause to be delivered to the Trustee or the respective
Custodian a copy of such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim Certification issued
by the Custodian, as contemplated by Section 2.02.
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Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, within 30 Business Days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Company to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Company further agrees that it will
not, and will not permit the Master Servicer to, and the Master Servicer agrees
that it will not, alter the codes referenced in this paragraph with respect to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its security interest in
and to any Additional Collateral or Pledged Assets, its right to receive amounts
due or to become due in respect of any Additional Collateral or Pledged Assets
pursuant to the related Subservicing Agreement and its rights as beneficiary
under the Surety Bond in respect of any Additional Collateral Loans. With
respect to any Additional Collateral Loan or Pledged Asset Loan, Residential
Funding shall cause to be filed in the appropriate recording office a UCC-3
statement giving notice of the assignment of the related security interest to
the Trust Fund and shall thereafter cause the timely filing of all necessary
continuation statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 be and the Uncertificated
REMIC Regular Interests, if any (as provided for in Section 2.06), be construed
as a sale by the Company to the Trustee of the Mortgage Loans and any
Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant
by the Company to the Trustee of a security interest in all of the Company's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any and all general intangibles,
accounts, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now
existing or hereafter acquired consisting of, arising from or relating to any of
the following: (A) the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note and Mortgage, and (iii) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
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form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction as in effect (including,
without limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents of, or persons holding for (as applicable) the
Trustee for the purpose of perfecting such security interest under applicable
law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation 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.
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(g) The Master Servicer hereby acknowledges the receipt by it of the Initial
Monthly Payment Fund. The Master Servicer shall hold such Initial Monthly
Payment Fund in the Custodial Account and shall include such Initial Monthly
Payment Fund in the Available Distribution Amount for the initial Distribution
Date. Notwithstanding anything herein to the contrary, the Initial Monthly
Payment Fund shall not be an asset of any REMIC. To the extent that the Initial
Monthly Payment Fund constitutes a reserve fund for federal income tax purposes,
(1) it shall be an outside reserve fund and not an asset of any REMIC, (2) it
shall be owned by the Seller and (3) amounts transferred by any REMIC to the
Initial Monthly Payment Fund shall be treated as transferred to the Seller or
any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant to this
Agreement will also constitute the assignment, sale, setting-over, transfer and
conveyance to the Trustee, without recourse (but subject to the Company's
covenants, representations and warranties specifically provided herein), of all
of the Company's obligations and all of the Company's right, title and interest
in, to and under, whether now existing or hereafter acquired as owner of the
Mortgage Loan with respect to all money, securities, security entitlements,
accounts, general intangibles, instruments, documents, certificates of deposit,
commodities contracts, and other investment property and other property of
whatever kind or description consisting of, arising from or related to (i) the
Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner
of such Mortgage Loan under or in connection with the Assigned Contracts,
whether arising under the terms of such Assigned Contracts, by statute, at law
or in equity, or otherwise arising out of any default by the Mortgagor under or
in connection with the Assigned Contracts, including all rights to exercise any
election or option or to make any decision or determination or to give or
receive any notice, consent, approval or waiver thereunder, (iii) all security
interests in and lien of the Company as owner of such Mortgage Loan in the
Pledged Amounts and all money, securities, security entitlements, accounts,
general intangibles, instruments, documents, certificates of deposit,
commodities contracts, and other investment property and other property of
whatever kind or description and all cash and non-cash proceeds of the sale,
exchange, or redemption of, and all stock or conversion rights, rights to
subscribe, liquidation dividends or preferences, stock dividends, rights to
interest, dividends, earnings, income, rents, issues, profits, interest payments
or other distributions of cash or other property that is credited to the
Custodial Account, (iv) all documents, books and records concerning the
foregoing (including all computer programs, tapes, disks and related items
containing any such information) and (v) all insurance proceeds (including
proceeds from the Federal Deposit Insurance Corporation or the Securities
Investor Protection Corporation or any other insurance company) of any of the
foregoing or replacements thereof or substitutions therefor, proceeds of
proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
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Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) above (except that for purposes of such acknowledgement only, a
Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as
its agent, holds and will hold such documents and the other documents
constituting a part of the Mortgage Files delivered to it, or a Custodian as its
agent, and the rights of Residential Funding with respect to any Pledged Assets,
Additional Collateral and the Surety Bond assigned to the Trustee pursuant to
Section 2.01, in trust for the use and benefit of all present and future
Certificateholders. The Trustee or Custodian (such Custodian being so obligated
under a Custodial Agreement) agrees, for the benefit of Certificateholders, to
review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45
days after the Closing Date to ascertain that all required documents
(specifically as set forth in Section 2.01(b)), have been executed and received,
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to
the Trustee a certificate (the "Interim Certification") to the effect that all
documents required to be delivered pursuant to Section 2.01(b) above have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Upon delivery of the Mortgage
Files by the Company or the Master Servicer, the Trustee shall acknowledge
receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent of the Trustee)
of the documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or
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Seller that repurchases the Mortgage Loan is not a member of MERS and the
Mortgage is registered on the MERS(R) System, the Master Servicer, at its own
expense and without any right of reimbursement, shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage
to be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material and adverse defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
the Certificateholders.
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and existence
and is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and
its performance and compliance with the terms of this Agreement will not
violate the Master Servicer's Certificate of Incorporation or Bylaws or
constitute a material default (or an event which, with notice or lapse
of time, or both, would constitute a material default) under, or result
in the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Company, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
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(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit
its entering into this Agreement or performing its obligations under
this Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in
writing or report delivered to the Company, any Affiliate of the Company
or the Trustee by the Master Servicer will, to the knowledge of the
Master Servicer, contain any untrue statement of a material fact or omit
a material fact necessary to make the information, certificate,
statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each
new, Subservicing Agreement and is or will be familiar with the terms
thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the provisions of Section 3.02;
and
(ix) The Master Servicer is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered
with MERS.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) Representations and warranties relating to the Mortgage Loans are set forth
in Section 2.03(b) of the Series Supplement.
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Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's rights under such Seller's Agreement relate to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement that have been assigned to the Trustee
pursuant to this Section 2.04 or of a breach of any of the representations and
warranties made in the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form, if required pursuant to Section
2.01, and such other documents and agreements as are required by Section 2.01,
with the Mortgage Note endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and will be retained
by the Master Servicer and remitted by the Master Servicer to Residential
Funding on the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution 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
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Loan contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential Funding's rights in respect of such representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the Trustee's right, title and
interest in respect of the Seller's Agreement and the Assignment Agreement
applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates/Issuance of Certificates Evidencing Interests
in REMIC I Certificates.
As provided in Section 2.05 of the Series Supplement.
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Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
As provided in Section 2.06 of the Series Supplement.
Section 2.07. Issuance of Certificates Evidencing Interests in REMIC II.
As provided in Section 2.07 of the Series Supplement.
Section 2.08. Negative Covenants of the Trust Fund.
As provided in Section 2.08 of the Series Supplement.
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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
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
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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
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Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts to enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller under the related Seller's Agreement
insofar as the Company's rights with respect to Seller's obligation has been
assigned to the Trustee hereunder, to the extent that the non-performance of any
such Seller's obligation would have a material and adverse effect on a Mortgage
Loan, including, without limitation, the obligation to purchase a Mortgage Loan
on account of defective documentation, as described in Section 2.02, or on
account of a breach of a representation or warranty, as described in Section
2.04. Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Subservicing Agreements or Seller's Agreements, as
appropriate, and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as the Master Servicer
would employ in its good faith business judgment and which are normal and usual
in its general mortgage servicing activities. The Master Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed therefor
only (i) from a general recovery resulting from such enforcement to the extent,
if any, that such recovery exceeds all amounts due in respect of the related
Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys
fees against the party against whom such enforcement is directed. For purposes
of clarification only, the parties agree that the foregoing is not intended to,
and does not, limit the ability of the Master Servicer to be reimbursed for
expenses that are incurred in connection with the enforcement of a Seller's
obligations (insofar as the Company's rights with respect to such Seller's
obligations have been assigned to the Trustee hereunder) and are reimbursable
pursuant to Section 3.10(a)(viii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either 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,
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in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) If the Master Servicer shall for any reason no longer be the master servicer
(including by reason of an Event of Default), the Trustee, its designee or its
successor shall thereupon assume all of the rights and obligations of the Master
Servicer under each Subservicing Agreement that may have been entered into. The
Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to have
replaced the Master Servicer as a party to the Subservicing Agreement to the
same extent as if the Subservicing 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
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supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed
advances or expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11,
3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of
this Agreement, such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of
a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances pursuant
to Section 4.04 and (B) recoveries of amounts in respect of which such
advances were made in the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the Subservicing Fee,
if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on
the amount specified in the amortization schedule of 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
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2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to the Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in
subsection (c) below, any Advance made in connection with a modification
of a Mortgage Loan that is in default or, in the judgment of the Master
Servicer, default is reasonably foreseeable pursuant to Section 3.07(a),
to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,
3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with
enforcing, in accordance with this Agreement, any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v)
and (vi), the Master Servicer's entitlement thereto is limited to collections or
other recoveries on the related Mortgage Loan, the Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for
the purpose of justifying any withdrawal from the Custodial Account pursuant to
such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the Master
Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take, any
action which would result in non-coverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the Master Servicer or
Subservicer, would have been covered thereunder. To the extent coverage is
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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
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shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related 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
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were servicing and administering the Mortgage Loans for FNMA or FHLMC. In the
event that any such bond or policy ceases to be in effect, the Master Servicer
shall obtain a comparable replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements, if any, of the Program Guide and
acceptable to the Company. Coverage of the Master Servicer under a policy or
bond obtained by an Affiliate of the Master Servicer and providing the coverage
required by this Section 3.12(b) shall satisfy the requirements of this Section
3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under this
Section 3.13(a) by reason of any transfer or assumption which the Master
Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably likely that any
Mortgagor will bring, or if any Mortgagor does bring, legal action to
declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the 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
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Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any 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
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Loan. Upon approval of an assignment in lieu of satisfaction with respect to any
Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the
unpaid principal balance of and accrued interest on such Mortgage Loan and the
Master Servicer shall treat such amount as a Principal Prepayment in Full with
respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its
best reasonable efforts to realize upon any Additional Collateral for such of
the Additional Collateral Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07; provided that the Master Servicer shall not,
on behalf of the 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
other unscheduled collections or the amount of any Realized Loss, the Master
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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, the Trustee and any
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially 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
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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 Certificate Insurer, any Paying Agent and the Company (the
information in such statement to be made available to Certificateholders by the
Master Servicer on request) setting forth (i) the Available Distribution Amount
and (ii) the amounts required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a). The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit
Date, the Master Servicer shall either (i) deposit in the Certificate Account
from its own funds, or funds received therefor from the Subservicers, an amount
equal to the Advances to be made by the Master 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
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effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any Distribution Date
shall be allocated to specific Monthly Payments due but delinquent for previous
Due Periods, which allocation shall be made, to the extent practicable, to
Monthly Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
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
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in the Certificate Account and shall distribute such Required Surety Payment, or
the proceeds thereof, in accordance with the provisions of Section 4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of a
Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
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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
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
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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 hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit I hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer; provided, however, that such
representation letters will not be required in connection with any transfer of
any such Certificate by the Company or any Affiliate thereof to the Company or
an Affiliate of the Company, and the Trustee shall be entitled to conclusively
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rely upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit J
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) (i) In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (A) the Trustee shall
require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase or holding of such Class B or Class R Certificate
is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Code (or comparable provisions of any subsequent enactments),
and will not subject the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
the Company or the Master Servicer or (B) the prospective Transferee shall
be required to provide the Trustee, the Company and the Master Servicer
with a certification to the effect set forth in paragraph six of Exhibit H
(with respect to any Class B Certificate) or paragraph fourteen of Exhibit
G-1 (with respect to any Class R Certificate), which the Trustee may rely
upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that
such Transferee or the Person in whose name such registration is requested
either (a) is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or
any Person (including an investment manager, a named fiduciary or a trustee
of any such plan) who is using "plan assets" of any such plan to effect
such acquisition (each, a "Plan Investor") or (b) in the case of any Class
B Certificate, the following conditions are satisfied: (i) such Transferee
is an insurance company, (ii) the source of funds used to purchase or hold
such Certificate (or interest therein) is an "insurance company general
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account" (as defined in U.S. Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(ii) Any Transferee of a Class M Certificate will be deemed to
have represented by virtue of its purchase or holding of such
Certificate (or interest therein) that either (a) such Transferee
is not a Plan Investor, (b) it has acquired and is holding such
Certificate in reliance on Prohibited Transaction Exemption
("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by
PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE 2000-58,
65 Fed. Reg. 67765 (November 13, 2000) (the "RFC Exemption"), and
that it understands that there are certain conditions to the
availability of the RFC Exemption including that such Certificate
must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Moody's or (c)
such Transferee is a Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest therein) is
acquired or held by any Person that does not satisfy the
conditions described in paragraph (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor, (ii)
acquired such Certificate in compliance with the RFC Exemption,
or (iii) is a Complying Insurance Company shall be restored, to
the extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of such Class M Certificate. The Trustee shall be under
no liability to any Person for making any payments due on such
Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or
holding of any Class M Certificate (or interest therein) was
effected in violation of the restrictions in this Section 5.02(e)
shall indemnify and hold harmless the Company, the Trustee, the
Master Servicer, any Subservicer, and the Trust Fund from and
against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or
holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(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
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Organization. Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this clause
(v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause
such Rating Agency to downgrade its then-current ratings, if any, of any
Class of the Senior, Class M or Class B Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), an Officers' Certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of such provisions
will not cause any portion of any REMIC formed under the Series Supplement
to cease to qualify as a REMIC and will not cause (x) any portion of any
REMIC formed under the Series Supplement to be subject to an entity-level
tax caused by the Transfer of any Class R Certificate to a Person that is a
Disqualified Organization or (y) a Certificateholder or another Person to
be subject to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates
of any Class, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by
the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
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Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, any Certificate Insurer, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, any Certificate Insurer or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and neither the Company, the Master
Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar nor
any agent of the Company, the Master Servicer, the Trustee, any Certificate
Insurer or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance, prior
to giving effect to distributions to be made on such Distribution Date, is less
than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans,
either the Master Servicer or the Company shall have 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
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Certificates to the Trustee for payment in accordance with this Section 5.06,
shall be given promptly by the Master Servicer or the Company, as applicable, by
letter to Certificateholders (with a copy to the Certificate Registrar and each
Rating Agency) mailed not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of such final distribution,
specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased pursuant
to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such
Holders an amount equal to the outstanding Certificate Principal Balance thereof
plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest with
respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase pursuant to this Section 5.06 is to be
made, the Trustee shall on such date cause all funds in the Certificate Account
deposited therein by the Master Servicer or the Company, as applicable, pursuant
to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the purchase
price therefor. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of 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
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Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
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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
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
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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
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of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee by the Company
or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other
than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability
is not reasonably assured to it.
(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
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laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not accept any
contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it
shall have obtained or been furnished with an Opinion of Counsel to the effect
that such contribution will not (i) cause any portion of any REMIC formed under
the Series Supplement to fail to qualify as a REMIC at any time that any
Certificates are outstanding or (ii) cause the Trust Fund to be subject to any
federal tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Company or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Company or the Master
Servicer.
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
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written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request
therefor by the Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee. In addition, in the event that the Company
determines that the Trustee has failed (i) to distribute or cause to be
distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Company, one complete set to the Trustee so removed and one
complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
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originally named as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
Company, the Master Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
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
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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
Certificateholders by depositing such funds in a separate escrow account for the
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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
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and Master Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such actions and
shall cause each REMIC created hereunder to take such actions as are reasonably
within the Master Servicer's or the REMIC Administrator's control and the scope
of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status of each REMIC as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust 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
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shall not take any such action or cause any such REMIC to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer will to the extent
within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of each REMIC created hereunder
as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any
REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of any such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(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 REMIC Regular Interest represented by a Class
A-V Certificate, if any) and the rights to the Interest Only Certificates and
Uncertificated REMIC Regular Interest represented by a Class A-V Certificate
would be reduced to zero is the Maturity Date for each such Certificate and
Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for each REMIC created hereunder.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii)
the termination of any such REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of such REMIC as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause such REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
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,
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provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder or
(vii) to amend any provision herein or therein that is not material to
any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from time to
time by the Company, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which
are required to be distributed on any Certificate without the consent of
the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause any REMIC created under the Series Supplement to
fail to qualify as a REMIC at any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall furnish
written notification of the substance of such amendment to the Custodian and
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(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
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fund and not an asset of the Trust Fund, (ii) any such reserve fund shall be
owned by the Company, and (iii) amounts transferred by the Trust Fund to any
such reserve fund shall be treated as amounts distributed by the Trust Fund to
the Company or any successor, all within the meaning of Treasury Regulations
Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection with the
provision of any such instrument or fund, this Agreement and any provision
hereof may be modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or consented to by the Company but without the consent of any Certificateholder
and without the consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Senior Certificateholders, the
Class M Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Company obtains (subject to Section 10.01(f)) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit K (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit 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
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covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
Section 11.09. Allocation of Voting Rights.
As provided in Section 11.09 of the Series Supplement.
Section 11.10. No Petition.
As provided in Section 11.10 of the Series Supplement.
<PAGE>
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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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
First Distribution Date: Amount] [Subclass Notional Amount] of the
_________ 25, ____ Class A- ___ Certificates:
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Interest Only/Class A-V] [Subclass]
Corporation Notional Amount] of this Certificate:
$_________________]
Assumed Final
Distribution Date: CUSIP 76110F-
___________ 25, ____
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
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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 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
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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.
Any Transferee of this Certificate will be deemed to have represented by
virtue of its purchase or holding of this Certificate (or interest herein) that
EITHER (a) such Transferee is not an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan (a "plan investor"), (B) it has
acquired and is holding such Certificate in reliance on Prohibited Transaction
Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE
97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE 2000-58, 65 Fed. Reg. 67765
(November 13, 2000) (the "RFC Exemption"), and that it understands that there
are certain conditions to the availability of the RFC Exemption including that
B-1
<PAGE>
such Certificate must be rated, at the time of purchase, not lower than "BBB-"
(or its equivalent) by Standard & Poor's, Fitch or Moody's or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and (iii) the CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60
HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "cOMPLYING
INSURANCE COMPANY).
If this Certificate (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY
PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH, THEN THE LAST preceding Transferee that either (i) is not a Plan
Investor, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
or (iiI) is a Complying Insurance Company shall be restored, to the extent
permitted by law, to all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate. The Trustee shall
be under no liability to any Person for making any payments due on this
Certificate to such preceding Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest herein) was effected in violation of the restrictions
in Section 5.02(e) of the Pooling and Servicing Agreement shall indemnify and
hold harmless the Company, the Trustee, the Master Servicer, any Subservicer,
and the Trust Fund from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition or holding.
B-2
<PAGE>
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, ____
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
the Company, the Master Servicer and __________________, as trustee (the
B-3
<PAGE>
"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").
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
B-4
<PAGE>
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any 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.
B-5
<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.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [____________________________],
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
B-7
<PAGE>
B-2
DOCSNY1:631088.16
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.
<PAGE>
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
C-2
<PAGE>
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
C-3
<PAGE>
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
Holder's attorney duly authorized in writing, and thereupon one or more new
C-4
<PAGE>
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.
C-5
<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
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________________ for the account of
____________________________________ account number ______________________ or,
if mailed by check, to _________________________________________. Applicable
statements should be mailed to ___________________________.
This information is provided by , the assignee named above, or ,
as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
<PAGE>
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.
D-2
<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
D-3
<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.
D-4
<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.
D-5
<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.
D-6
<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
D-7
<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.
E-2
<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.
E-3
<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.
E-4
<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:
------------------------------
E-5
<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
<PAGE>
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R Certificates if either the pass-through entity is an electing large
partnership under Section 775 of the if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer of
any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.02(f) of the Pooling and
Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is _______________________.
10. This affidavit and agreement relates only to the Class R Certificates held
by the Owner and not to any other holder of the Class R Certificates. The Owner
understands that the liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection
of any tax.
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
G-1-2
<PAGE>
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.
G-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
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
<PAGE>
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
18. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
____________________________
(Seller)
By:____________________
Name:__________________
Title:_________________
<PAGE>
EXHIBIT H
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
<PAGE>
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.
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 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
<PAGE>
"Amount Available") shall be equal to the lesser of (X) 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
Obligation pursuant to this Section shall be accompanied by a written Opinion of
<PAGE>
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
<PAGE>
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.
(b)....The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
15. Waiver. GMAC hereby waives any failure or delay on the part of Residential
Funding, the Trustee or any other person in asserting or enforcing any rights or
in making any claims or demands hereunder. Any defective or partial exercise of
any such rights shall not preclude any other or further exercise of that or any
other such right. GMAC further waives demand, presentment, notice of default,
protest, notice of acceptance and any other notices with respect to this Limited
Guaranty, including, without limitation, those of action or nonaction on the
part of Residential Funding or the Trustee.
16. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
17. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
18. Governing Law. This Limited Guaranty shall be governed by the laws of the
State of New York.
19. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
20. Definitions. Capitalized terms used but not otherwise defined herein shall
have the meaning given them in the Servicing Agreement.
21. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
___________________________,
as Trustee
By:
Name:
Title:
RESIDENTIAL ACCREDIT LOANS, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________, 199___
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>
