RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF APRIL 1, 2001,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2001
Mortgage Pass-Through Certificates
Series 2001-S8
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................3
Section 1.02 Use of Words and Phrases..............................................12
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)
.....................................................................13
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......13
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................13
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
Terms)................................................................15
Section 2.05 Execution and Authentication of Certificates..........................15
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........18
Section 4.02 Distributions.........................................................18
Section 4.03 Statements to Certificateholders. (See Section 4.03(a) through (d) of the
Standard Terms and Exhibit Three attached hereto).....................27
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................28
Section 4.05 Allocation of Realized Losses.........................................29
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)..................................30
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms).......................................................30
ARTICLE V
THE CERTIFICATES
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)
.....................................................................36
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)
.....................................................................36
Section 10.03 Designation of REMIC(s)...............................................36
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........36
Section 10.05 Compliance with Withholding Requirements..............................37
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).................38
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
Terms)................................................................38
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms).......................................................38
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)............38
Section 11.05 Notices...............................................................38
Section 11.06 Required Notices to Rating Agency and Subservicer.....................38
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
.....................................................................39
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms).......................................................39
Section 11.09 Allocation of Voting Rights...........................................39
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 April 1, 2001
This is a Series Supplement, dated as of April 1, 2001 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of April 1, 2001 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage
investment conduit (the "REMIC") for federal income tax purposes.
The Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-P
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3
Certificates and the Uncertificated Class A-V REMIC Regular Interests will be
"regular interests" in the REMIC and the Class R Certificates will be the sole
class of "residual interests" therein for purposes of the REMIC Provisions. The
Class A-V Certificates will represent the entire beneficial ownership interest
in the Uncertificated REMIC Regular Interests.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
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The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
Aggregate
Initial Features1
Pass-Through Certificate Principal Maturity Xxxxx'x/ Minimum
DESIGNATION Rate Balance Date Fitch Denominations2
Senior/Accretion
Class A-1 7.00% $ 75,000,000.00 Directed April 25, 2031 Aaa/AAA $25,000
Senior/Accretion
Class A-2 7.00% $ 12,638,000.00 Directed April 25, 2031 Aaa/AAA $25,000
Class A-3 7.00% $ 12,712,000.00Super Senior/AccrualApril 25, 2031 Aaa/AAA $25,000
Class A-4 7.00% $ 25,780,000.00 Senior/Lockout April 25, 2031 Aaa/AAA $25,000
Senior/Accretion
Class A-5 7.00% $ 1,500,000.00 Directed April 25, 2031 Aaa/AAA $25,000
Class A-6 7.00% $ 140,000.00Senior Support/LockoApril 25, 2031 Aaa/AAA $25,000
Senior/Accretion
Class A-7 7.00% $ 86,953,000.00 Directed April 25, 2031 Aaa/AAA $25,000
Senior/Accretion
Class A-8 7.00% $ 35,000,000.00 Directed April 25, 2031 Aaa/AAA $25,000
Senior/Principal
Class A-P 0.00% $ 196,484.28 Only April 25, 2031 Aaa/AAA $25,000
Class A-V Variable Rate $ 0.00Senior/Interest OnlyApril 25, 2031 Aaa/AAA 20%
Class R 7.00% $ 100.00 Senior/Residual April 25, 2031 Aaa/AAA 20%
Class M-1 7.00% $ 4,274,100.00 Mezzanine April 25, 2031 N/A/AA $25,000
Class M-2 7.00% $ 1,942,300.00 Mezzanine April 25, 2031 N/A/A $250,000
Class M-3 7.00% $ 1,165,500.00 Mezzanine April 25, 2031 N/A/BBB $250,000
Class B-1 7.00% $ 647,400.00 Subordinate April 25, 2031 N/A/BB $250,000
Class B-2 7.00% $ 518,000.00 Subordinate April 25, 2031 N/A/B $250,000
Class B-3 7.00% $ 518,024.91 Subordinate April 25, 2031 N/A $250,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $258,984,909.19.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
____________________
1 The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8 and Class M Certificates shall be Book-Entry Certificates.
The Class A-P, Class A-V, Class R and Class B Certificates shall be
delivered to the holders thereof in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance) and integral multiples of $1 (or $1,000 in
the case of the Class A-P, Class B-1, Class B-2 and Class B-3 Certificates)
in excess thereof, except that one Certificate of any of the Class A-P and
Class B Certificates that contains an uneven multiple of $1,000 shall be
issued in a denomination equal to the sum of the related minimum
denomination set forth above and such uneven multiple for such Class or the
sum of such denomination and an integral multiple of $1,000. The Class R
Certificates and Class A-V Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided,
however, that one of the Class R Certificates will be issuable to
Residential Funding as "tax matters person" pursuant to Section 10.01(c)
and (e) in a minimum denomination representing a Percentage Interest of not
less than 0.01%.
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: Any one of the Class A-1 Certificates,
Class A-2 Certificates, Class A-5 Certificates, Class A-7 Certificates or Class
A-8 Certificates.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balances of the Class A-1 Certificates,
Class A-2 Certificates, Class A-5 Certificates, Class A-7 Certificates and Class
A-8 Certificates have been reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Certificates: Any one of the Class A-3 Certificates.
Accrual Distribution Amount: With respect to each Distribution Date
prior to the Accretion Termination Date, an amount equal to the amount of
Accrued Certificate Interest on the Class A-3 Certificates for such date, to the
extent added to the Certificate Principal Balance thereof pursuant to Section
4.02(f); provided that, with respect to each Distribution Date on or after the
Accretion Termination Date, an amount equal to the amount of the Accrued
Certificate Interest on the Class A-3 Certificates for such date will be
payable, as interest, to the Class A-3 Certificateholders pursuant to Section
4.02(a)(i) hereof, to the extent not required to fully reduce the Certificate
Principal Balances of the Accretion Directed Certificates to zero on the
Accretion Termination Date; and provided further, that if the Accretion
Termination Date is the Credit Support Depletion Date, the entire amount of
Accrued Certificate Interest on the Class A-3 Certificates for that date will be
payable, as interest, to the Class A-3 Certificateholders pursuant to Section
4.02(a)(i) hereof.
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
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(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans, if any) having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Additional Collateral Loans, if any) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months, of all Non-Primary Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number of all Non-Primary Residence Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000, over
(2) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2001-S8" and which must be an Eligible
Account.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
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(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-P or Class A-V
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed to the Standard Terms as Exhibit D and evidencing an interest designated
as a "residual interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: April 27, 2001.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0126, Attention: Residential Funding Corporation Series 2001-S8.
Cut-off Date: April 1, 2001.
Determination Date: With respect to any Distribution Date, the second
Business Day prior to such Distribution Date.
Discount Net Mortgage Rate: 7.00% per annum.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
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Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off
Date, an amount equal to 1.00% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the third to the fifth anniversary as
of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of
the aggregate outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the aggregate amount
of Fraud Losses allocated solely to one or more specific Classes of Certificates
in accordance with Section 4.05 of this Series Supplement since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Initial Monthly Payment Fund: $106,505, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in May 2001, for those Mortgage Loans for which the Trustee will not be entitled
to receive such payment in accordance with the definition of "Trust Fund".
Initial Notional Amount: With respect to any Class A-V Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of
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Subordinate Certificates divided by the aggregate Stated Principal Balance of
all the Mortgage Loans as of the Cut-off Date as follows:
Class M-1: 1.65% Class B-1: 0.25%
Class M-2: 0.75% Class B-2: 0.20%
Class M-3: 0.45% Class B-3: 0.20%
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any one of the Class A-V Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
Lockout Certificates: Any one of the Class A-4 Certificates or Class A-6
Certificates.
Lockout Percentage: For any Distribution Date occurring prior to the
Distribution Date in May 2006, 0%. The Lockout Percentage for any Distribution
Date occurring after the first five years following the Closing Date will be as
follows: for any Distribution Date during the sixth year after the Closing Date,
30%; for any Distribution Date during the seventh year after the Closing Date,
40%; for any Distribution Date during the eighth year after the Closing Date,
60%; for any Distribution Date during the ninth year after the Closing Date,
80%; and for any Distribution Date thereafter, 100%.
Maturity Date: April 25, 2031, the Distribution Date immediately following
the latest scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) the Pool Strip Rate ("STRIP");
(g) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(l) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
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Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Notional Amount: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-V and Principal Only Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto. With respect to the Class
A-V Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or,
with respect to the initial Distribution Date, at the close of business on the
Cut- off Date). With respect to the Class A-V Certificates and the initial
Distribution Date the Pass- Through Rate is equal to 0.3291% per annum. With
respect to any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC
Regular Interests represented by such Subclass as of the Due Date in the related
Due Period, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans as of the day immediately preceding such Distribution Date
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Principal Only Certificates have no Pass- Through Rate
and are not entitled to Accrued Certificate Interest.
Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
May 2006 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
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(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P Certificates.
Senior Certificate: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D, respectively.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or
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related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the
Credit Support Depletion Date, the amount required to be distributed to the
Class A-P Certificateholders pursuant to Section 4.02(c) of this Series
Supplement and (b) the sum of the amounts required to be distributed to the
Senior Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvii) and (xviii) of this Series Supplement.
Senior Support Certificates: Any one of the Class A-6 Certificates.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,589,849 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 45.8%
(which percentage is equal to the percentage of Mortgage Loans initially secured
by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
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Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement
(without giving effect to the Senior Percentage) to the extent not payable to
the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such collections are
not otherwise distributed to the Senior Certificates; (iii) the product of (x)
the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the Senior
Certificates; (iv) if such Class is the Class of Subordinate Certificates with
the Highest Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized Losses which have
been allocated to a Class of Subordinate Certificates minus (b) with respect to
the Class of Subordinate Certificates with the Lowest Priority, any Excess
Subordinate Principal Amount for such Distribution Date; provided, however, that
the Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Super Senior Certificates: Any one of the Class A-3 Certificates.
Super Senior Optimal Percentage: As of any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the Certificate
Principal Balance of the Super Senior Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Senior Certificates (other than the Class A-P
Certificates) immediately prior to such Distribution Date.
Super Senior Optimal Principal Distribution Amount: As of any
Distribution Date on or after the Credit Support Depletion Date the product of
(a) the then-applicable Super Senior Optimal Percentage and (b) the Senior
Principal Distribution Amount.
Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest were equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest were equal to the related Uncertificated Notional Amount, and any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated REMIC Regular Interests pro rata in accordance
with the amount of interest accrued with respect to each related Uncertificated
Notional Amount and such Distribution Date.
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Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related Mortgage
Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).
Uncertificated REMIC Regular Interests: The 616 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 7.00%, each having no
principal balance and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the
plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for
the benefit of Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so Delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures that (a) at
least 30% of the Stated Principal Balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and
90.01%, (b) at least 25% of the Stated Principal Balance of the
Mortgage Loans at origination if the Loan-to-Value Ratio is
between 90.00% and 85.01%, and (c) at least 12% of such balance
if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the
best of the Company's knowledge, each such Primary Insurance
Policy is in full force and effect and the Trustee is entitled to
the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
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(vi) No more than 0.9% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in
California and no more than 0.7% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(vii) The improvements upon the Mortgaged Properties are
insured against loss by fire and other hazards as required by the
Program Guide, including flood insurance if required under the
National Flood Insurance Act of 1968, as amended. The Mortgage
requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such
insurance at the Mortgagor's expense and to seek reimbursement
therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) No more than 11.7% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such Mortgage
Loan. No Mortgagor is a corporation or a partnership;
(xi) One of the Mortgage Loans, representing approximately
0.2% of the Mortgage Loans by aggregate Stated Principal Balance
as of the Cut-off Date, is a Buydown Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect, unless the Mortgaged Properties
are located in the State of Iowa and an attorney's certificate
has been provided as described in the Program Guide;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to any Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged
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Properties are obtained in connection with the refinancing
thereof), the related Seller has represented that either (a) the
value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised
value of such property at the time of origination of the
refinanced Mortgage Loan or (b) the Loan- to-Value Ratio of the
Mortgage Loan as of the date of origination of the Mortgage Loan
generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)None of the Mortgage Loans are Pledged Asset Loans or
Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See Section
2.04 of the Standard Terms)
Section 2.05 Execution and Authentication of Certificates.
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The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard
Terms)
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii) below, the amount required to be
distributed to the Master Servicer or a Sub-Servicer pursuant to Section
4.02(a)(iii) below, and to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying
Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share
(which share (A) with respect to each Class of Certificates (other than
any Subclass of the Class A-V Certificates), shall be based on the
aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder or (B) with respect to any Subclass
of the Class A-V Certificates, shall be equal to the amount (if any)
distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount:
(i) to the Senior Certificates (other than the Principal
Only Certificates, and, on or prior to the Accretion Termination
Date, the Accrual Certificates to the extent described in the
definition of the Accrual Distribution Amount), on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class A-V Certificates)
for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a)
(the "Senior Interest Distribution Amount"); and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(iii) through (f), the sum of the following
(applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
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(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the preceding
calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
the Standard Terms) pursuant to Sections 2.02, 2.04
or 4.07 of the Standard Terms and Section 2.03 of
the Standard Terms and this Series Supplement, and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.04 of the Standard Terms or Section 2.03
of the Standard Terms and this Series Supplement,
during the preceding calendar month (other than the
related Discount Fraction of such Stated Principal
Balance or shortfall with respect to each Discount
Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
received during the preceding calendar month (or
deemed to have been so received in accordance with
Section 3.07(b) of the Standard Terms) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than
the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
preceding calendar month (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
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Extraordinary Losses, an amount equal to the lesser of (a)
the Senior Percentage for such Distribution Date times the
Stated Principal Balance of such Mortgage Loan (other than
the related Discount Fraction of such Stated Principal
Balance, with respect to each Discount Mortgage Loan) and
(b) the Senior Accelerated Distribution Percentage for
such Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 of the Standard Terms (in each case other than the
portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C)
of this Series Supplement);
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full received in the related
Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such
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Distribution Date, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) of this Series Supplement are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of
this Series Supplement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this
Series Supplement are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-1
Certificates;
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(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv)
of this Series Supplement are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
(xvii) to the Class R Certificates, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be
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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) to the Class A-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the
"Class A-P Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
or, in the case of Principal Prepayments in Full, during
the related Prepayment Period (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
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(E) the amount of any Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any Class A-P Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Accrual Distribution Amount
shall be distributed sequentially, to the Class A-2 Certificates,
Class A-5 Certificates, Class A-1 Certificates, Class A-8
Certificates and Class A-7 Certificates, in that order, in each
case until the Certificate Principal Balance thereof has been
reduced to zero;
(iii) the Senior Principal Distribution Amount shall be
distributed concurrently, to the Class R Certificates, until the
Certificate Principal Balance thereof have been reduced to zero;
(iv) the Lockout Percentage of the Lockout Certificates'
pro rata share (based on the aggregate Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of all Classes of Senior Certificates (other than the
Principal Only Certificates)) of the Senior Principal
Distribution Amount remaining after the distribution described in
clause (iii) above shall be distributed concurrently to the
Lockout Certificates, on a pro rata basis, until the aggregate
Certificate Principal Balance thereof has been reduced to zero;
(v) an amount equal to $1,000 of the balance of the Senior
Principal Distribution Amount remaining after the distributions,
if any, described in clauses (iii) and (iv) above shall be
distributed to the Class A-1 Certificates, until the Certificate
Principal Balances thereof has been reduced to zero;
(vi) an amount equal to $1,000 of the balance of the
Senior Principal Distribution Amount remaining after the
distributions, if any, described in clauses (iii) through (v)
above shall be distributed to the Class A-8 Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(vii) an amount equal to $923,000 of the balance of the
Senior Principal Distribution Amount remaining after the
distributions, if any, described in clauses (iii) through (vi)
above shall be distributed to the Class A-7 Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(viii) an amount equal to $416,000 of the balance of the
Senior Principal Distribution Amount remaining after the
distributions, if any, described in clauses (iii) through (vii)
above shall be distributed to the Class A-8 Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(ix) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (viii) above shall be distributed
sequentially, to the Class A-1 Certificates, Class A-8
Certificates, Class A-7 Certificates, Class A-2 Certificates,
Class A-5 Certificates and Class A-3
-24-
Certificates, in that order, in each case until the Certificate
Principal Balance thereof has been reduced to zero; and
(x) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (ix) above shall be distributed
concurrently to the Lockout Certificates, on a pro rata basis,
until the aggregate Certificate Principal Balance thereof has
been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date but prior to the reduction of the Certificate Principal Balance of
the Senior Support Certificates to zero, all priorities relating to
distributions as described in Section 4.02(b) of this Series Supplement
in respect of principal among the Senior Certificates (other than the
Class A-P Certificates) will be disregarded and an amount equal to the
Discount Fraction of the principal portion of scheduled and unscheduled
payments received or advanced in respect of Discount Mortgage Loans will
be distributed to the Class A-P Certificates, and the Senior Principal
Distribution Amount will be distributed to the remaining Senior
Certificates (other than the Class A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) herein will be
distributed as set forth therein, provided that the aggregate amount
distributable to the Senior Support Certificates and Super Senior
Certificates will be distributed among such Certificates in the
following priority: first, to the Super Senior Certificates, up to an
amount equal to the Accrued Certificate Interest thereon; second to the
Super Senior Certificates, up to the Super Senior Optimal Principal
Distribution Amount, in reduction of the Certificate Principal Balance
thereof, until such Certificate Principal Balance has been reduced to
zero; third, to the Senior Support Certificates, up to an amount equal
to the Accrued Certificate Interest thereon; and fourth, to the Senior
Support Certificates, the remainder, until the Certificate Principal
Balance thereof is reduced to zero.
(d) On or after the occurrence of the Credit Support Depletion
Date and upon reduction of the Certificate Principal Balance of the
Senior Support Certificates to zero, all priorities relating to
distributions as described in clauses 4.02(b) and (c) above in respect
of principal among the various classes of Senior Certificates (other
than the Class A-P Certificates and Class A-V Certificates) will be
disregarded, 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, and the Senior Principal Distribution Amount
will be distributed to the remaining Senior Certificates (other than the
Class A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances and the amount set forth in
Section 4.02(a)(i) will be distributed as set forth therein.
(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
will be paid solely to the holders of the Class A-P, Variable Strip and
Subordinate Certificates, in each case as described herein.
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(f) On each Distribution Date prior to the Accretion Termination
Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-3 Certificates shall be added to
the Certificate Principal Balance of such Certificates. On or after the
Accretion Termination Date, the entire amount of Accrued Certificate
Interest on the Class A-3 Certificates for such Distribution Date shall
be payable, as interest, to the Class A-3 Certificateholders pursuant to
Section 4.02(a)(i) of this Series Supplement to the extent not required
to reduce the Certificate Principal Balances of the Accretion Directed
Certificates to zero on such Accretion Termination Date; provided that
if the Accretion Termination Date is the Credit Support Depletion Date,
the entire amount of Accrued Certificate Interest on the Class A-3
Certificates for such Distribution Date will be paid, as interest, to
the Class A-3 Certificateholders pursuant to Section 4.02(a)(i) of this
Series Supplement. Any such Accrued Certificate Interest on the Class
A-3 Certificates which is required to be paid to the holders of the
Accretion Directed Certificates on the Accretion Termination Date will
be added to the Certificate Principal Balance of the Class A-3
Certificates in the manner described in the first sentence of this
Section 4.02(f).
(g) In addition to the foregoing distributions, with respect to
any Mortgage Loan that was previously the subject of a Cash Liquidation
or an REO Disposition that resulted in a Realized Loss, in the event
that within two years of the date on which such Realized Loss was
determined to have occurred the Master Servicer receives amounts, which
the Master Servicer reasonably believes to represent subsequent
recoveries (net of any related liquidation expenses), or determines that
it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not
limited to, recoveries in respect of the representations and warranties
made by the related Seller pursuant to the applicable Seller's Agreement
and assigned to the Trustee pursuant to Section 2.04), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized Loss
was allocated (with the amounts to be distributed allocated among such
Classes in the same proportions as such Realized Loss was allocated),
and within each such Class to the Certificateholders of record as of the
Record Date immediately preceding the date of such distribution (or if
such Class of Certificates is no longer outstanding, to the
Certificateholders of record at the time that such Realized Loss was
allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall
exceed, either individually or in the aggregate and together with any
other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to
any instrument or fund established under Section 11.01(e) or (ii) such
Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments were
protected against the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a
combination thereof. Any amount to be so distributed with respect to the
Certificates of any Class shall be distributed by the Master
-26-
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.
(h) 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.
(i) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders. (See Section 4.03(a)
through (d) of the Standard Terms and Exhibit Three attached
hereto)
(e) The Trustee will make the reports referred to in this Section 4.03
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders and other parties
to the Agreement via the Trustee's website, which is presently located at
xxx.xxx.xxxxxxx.xxx. Persons that are unable to use the above website are
entitled to have a paper copy mailed to them via first class mail by calling the
Trustee at (000) 000-0000. The Trustee shall have the right to change the way
the reports referred to in this Section 4.03 are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and to the Certificateholders. The Trustee shall provide timely and adequate
notification to all the parties mentioned above and to the Certificateholders
regarding any such change.
-27-
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 Determination Date, the
Master Servicer shall furnish a written statement to the Trustee, any
Paying Agent and the Company (the information in such statement to be
made available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount and (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a).
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit in
the Certificate Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to be made by the
Master Servicer in respect of the related Distribution Date, which shall
be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net
Mortgage Rate), less the amount of any related Servicing Modifications,
Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage Loans as of the
related Due Date, which Monthly Payments were delinquent as of the close
of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance, (ii)
withdraw from amounts on deposit in the Custodial Account and deposit in
the Certificate Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of
such Advance. Any portion of the Amount Held for Future Distribution so
used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable
to the Mortgage Loans that are available in the Custodial Account for
deposit in the Certificate Account on such Certificate Account Deposit
Date shall be less than payments to Certificateholders required to be
made on the following Distribution Date. The Master Servicer shall be
entitled to use any Advance made by a Subservicer as described in
Section 3.07(b) that has been deposited in the Custodial Account on or
before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement
pursuant to Section 4.02(a) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments due
but delinquent for previous Due Periods, which allocation shall be made,
to the extent practicable, to Monthly Payments which have been
delinquent for the longest period of time. Such allocations shall be
conclusive for purposes of reimbursement to the Master Servicer from
recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
-28-
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,
to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, if any such Realized
Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an
amount equal to the Discount Fraction of the principal portion thereof until the
Certificate Principal Balance thereof has been reduced to zero, and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all the Senior Certificates (other than the Class A-P Certificates) on a
pro rata basis, as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as
described below. The principal portion of such Realized Losses on the Discount
Mortgage Loans will be allocated to the Class A-P Certificates in an amount
equal to the Discount Fraction thereof and the remainder of such Realized Losses
on the Discount Mortgage Loans and the entire amount
-29-
of such Realized Losses on Non-Discount Mortgage Loans will be allocated among
the Senior Certificates (other than the Class A-P Certificates) and Subordinate
Certificates, on a pro rata basis, as described below, provided, however, that
Realized Losses otherwise allocable to the Super Senior Certificates will be
allocated to the Senior Support Certificates until the Certificate Principal
Balance of the Senior Support Certificates is reduced to zero.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that, in determining the
Certificate Principal Balance of the Accrual Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Accrual Certificates shall be deemed to be equal to the lesser of
(a) the original Certificate Principal Balance of such Certificate and (b) the
Certificate Principal Balance of such Certificate prior to giving effect to
distributions made on such Distribution Date. Except as provided in the
following sentence, any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby; provided that if any Subclasses of the Class A-V
Certificates have been issued pursuant to Section 5.01(c), such Realized Losses
and other losses allocated to the Class A-V Certificates shall be allocated
among such Subclasses in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
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ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
-31-
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
-32-
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
-33-
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
-34-
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
-35-
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund) as a REMIC for federal income tax purposes.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates and the rights in and to which will be
represented by the Class A-V Certificates, will be "regular interests" in the
REMIC, and the Class R Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions (as defined in the
Standard Terms) under federal income tax law. On and after the date of issuance
of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the
Standard Terms, any such Subclass will represent the Uncertificated Class A-V
REMIC Regular Interest or Interests specified by the initial Holder of the Class
A-V Certificates pursuant to said Section.
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 10.04. The amount deemed
distributable hereunder with respect to the Class A-V Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
-36-
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
-37-
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See Section
11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
Section 11.05 Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to the appropriate
address for each recipient listed in the table below or, in each case, such
other address as may hereafter be furnished in writing to the Master Servicer,
the Trustee and the Company, as applicable:
RECIPIENT Address
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Company Attention: President
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000,
Master Servicer Attention: Managing Director/Master Servicing
Trustee Corporate Trust Office
The Trustee designates its offices located at
00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx
00000, for the purposes of Section 8.12 of the
Standard Terms 00 Xxxxxx Xxxxxx
Xxxxx'x Xxx Xxxx, Xxx Xxxx 00000
Fitch Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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.
-38-
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. (See Section 11.07 of the
Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
98.0% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate
-39-
Principal Balances of their respective Certificates; 1% of all Voting Rights
shall be allocated among the Holders of the Class A-V Certificates in accordance
with their respective Percentage Interests, and 1% of all Voting Rights shall be
allocated among the Holders of the Class R Certificates in accordance with their
respective Percentage Interests.
-40-
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:
---------------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxx Xxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxxxx
Title: Director Title: Director
BANK ONE, NATIONAL ASSOCIATION
[Seal] as Trustee
Attest: By:
---------------------------------------
Name: Name: Xxxx Xxxxxx
Title: Title: Vice President
-41-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of April 2001 before me, a notary public in and
for said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
-42-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of April 2001 before me, a notary public in and
for said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
-43-
STATE OF )
) ss.:
COUNTY OF )
On the 27th day of April 2001 before me, a notary public in and
for said State, personally appeared Xxxx Xxxxxx, known to me to be a Vice
President of Bank One, National Association, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-------------------
[Notarial Seal]
-44-
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(Available Upon Request)
1
RUN ON : 04/23/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.21.48 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 2001-S8 CUTOFF : 04/01/01
POOL : 0004498
:
:
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
------------------------------------------------------------------------
3208281 .2500
324,291.28 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
3513705 .2500
335,729.80 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
3658146 .2500
358,118.71 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
3772985 .2500
529,600.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
3823391 .2500
214,638.56 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4044901 .2500
328,569.23 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4048358 .2500
318,991.49 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4071274 .2500
444,098.24 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4075612 .2500
299,376.55 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4112933 .2500
552,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4138180 .2500
296,589.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4157454 .2500
343,763.26 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4166289 .2500
345,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4215938 .2500
380,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4216439 .2500
87,638.11 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4224746 .2500
278,589.91 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4228394 .2500
381,757.02 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4230664 .2500
360,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4232038 .2500
313,494.80 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4233066 .2500
408,800.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4243091 .2500
354,743.06 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4247121 .2500
649,517.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4247316 .2500
559,594.68 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4248509 .2500
504,425.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4254165 .2500
346,505.27 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4254912 .2500
339,747.67 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4257921 .2500
579,569.56 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4258980 .2500
808,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4264351 .2500
399,717.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4265229 .2500
599,150.33 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4265290 .2500
339,493.81 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4275404 .2500
356,735.05 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4284731 .2500
302,780.69 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4289071 .2500
335,369.05 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4298180 .2500
347,266.84 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4301313 .2500
327,750.42 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4302192 .2500
333,496.04 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4302755 .2500
389,710.56 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4303802 .2500
1,000,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4304412 .2500
331,979.21 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4304468 .2500
549,201.31 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4304535 .2500
319,110.41 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4305643 .2500
299,250.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4305734 .2500
299,777.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4308679 .2500
372,536.88 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4310948 .2500
975,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4313308 .2500
608,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4316692 .2500
312,268.08 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4319678 .2500
535,612.05 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4322190 .2500
427,697.93 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4323772 .2500
399,419.14 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4326752 .2500
283,799.55 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4327831 .2500
335,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4328043 .2500
459,658.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4328369 .2500
321,367.24 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4329352 .2500
374,728.58 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4330556 .2500
359,732.83 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4330761 .2500
348,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4330838 .2500
282,795.17 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4331480 .2500
457,160.47 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4331816 .2500
364,948.68 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4331879 .2500
465,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4333252 .2500
359,726.07 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4333533 .2500
350,349.69 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4333613 .2500
592,122.19 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4334053 .2500
413,185.36 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4335865 .2500
318,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4337278 .2500
370,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4339674 .2500
518,704.06 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4340031 .2500
345,600.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4344190 .2500
849,384.79 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4344230 .2500
499,628.93 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4352265 .2500
500,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4352279 .2500
682,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4352402 .2500
319,676.56 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4352741 .2500
349,909.02 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4354097 .2500
645,418.10 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4354149 .2500
306,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4354395 .2500
287,775.33 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4355892 .2500
364,748.81 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4357865 .2500
348,750.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4360935 .2500
424,231.47 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360945 .2500
347,881.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4360950 .2500
351,462.66 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4360962 .2500
251,652.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360978 .2500
338,336.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4361011 .2500
310,049.11 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361015 .2500
421,287.32 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361090 .2500
71,900.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361134 .2500
69,898.34 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361178 .2500
149,776.66 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361185 .2500
320,533.86 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361808 .2500
283,330.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4362591 .2500
609,535.84 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4363080 .2500
209,900.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4363796 .2500
374,455.44 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4363992 .2500
1,000,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4366655 .2500
749,429.31 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4366805 .2500
375,734.62 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4367495 .2500
300,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4367657 .2500
343,757.21 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4368009 .2500
451,647.39 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4368069 .2500
339,747.67 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4368319 .2500
550,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4371249 .2500
471,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4371307 .2500
316,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4372675 .2500
649,552.68 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4372907 .2500
427,378.47 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4373674 .2500
371,473.20 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4374274 .2500
649,563.86 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4374554 .2500
311,499.24 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4374883 .2500
350,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4375406 .2500
360,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4377188 .2500
999,276.23 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4377329 .2500
385,600.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4380388 .2500
384,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4382197 .2500
319,768.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4383083 .2500
527,617.85 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4383270 .2500
302,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4385605 .2500
445,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4386414 .2500
399,950.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4386422 .2500
303,774.39 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4386521 .2500
649,007.76 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4386580 .2500
324,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4386614 .2500
511,600.59 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4386995 .2500
205,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4387844 .2500
427,720.03 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4387865 .2500
337,969.43 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4388323 .2500
500,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4388620 .2500
344,500.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4389938 .2500
525,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4390349 .2500
490,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4391336 .2500
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7.3750 .0000
7.2950 .0000
7.0000 .2950
4546975 .2500
360,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4551048 .2500
420,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4556335 .2500
386,746.84 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4559298 .2500
243,150.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4560390 .2500
120,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4564142 .2500
340,800.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4568140 .2500
420,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4568145 .2500
320,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4568146 .2500
656,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4574056 .2500
650,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4574612 .2500
346,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4576944 .2500
287,200.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4576945 .2500
320,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4579904 .2500
343,581.74 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4580953 .2500
697,903.68 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4583796 .2500
463,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4584443 .2500
330,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4590411 .2500
288,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4593552 .2500
336,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4593553 .2500
299,782.86 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4593554 .2500
338,900.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4593555 .2500
298,089.46 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4593556 .2500
392,980.45 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4593557 .2500
349,740.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4593559 .2500
330,750.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4598786 .2500
752,200.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4602961 .2500
307,500.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4617350 .2500
635,573.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
TOTAL NUMBER OF LOANS: 665
TOTAL BALANCE........: 258,984,909.19
1
RUN ON : 04/23/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.21.48 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 2001-S8 FIXED SUMMARY REPORT CUTOFF : 04/01/01
POOL : 0004498
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.6647 7.1250 8.7500
RFC NET RATE 7.4000 6.8750 8.5000
NET MTG RATE(INVSTR RATE) 7.3238 6.8450 8.4200
POST STRIP RATE 6.9947 6.8450 7.0000
SUB SERV FEE .2647 .2500 .5000
MSTR SERV FEE .0761 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3291 .0000 1.4200
TOTAL NUMBER OF LOANS: 665
TOTAL BALANCE........: 258,984,909.19
***************************
* END OF REPORT *
***************************
1
RUN ON : 04/23/01 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.21.48 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 2001-S8 CUTOFF : 04/01/01
POOL : 0004498
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ORIG RATE ORIGINAL P+I LTV
CURR NET CURRENT P+I
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 #
______________________________________________________________________________
3208281 738/G01 F 325,000.00 ZZ
350 324,291.28 1
8.000 2,401.34 62
7.750 2,401.34
ECLECTIC AL 36024 1 12/20/00 00
0432579928 05 02/01/01 0
5214141 O 03/01/30
0
3513705 757/G01 F 336,000.00 ZZ
352 335,729.80 1
7.375 2,335.20 80
7.125 2,335.20
DOTHAN AL 36305 4 03/02/01 00
0432685550 05 04/01/01 0
1039692 O 07/01/30
0
3658146 E33/G01 F 360,000.00 ZZ
360 358,118.71 1
8.250 2,704.56 80
8.000 2,704.56
LAKE FOREST IL 60045 1 08/01/00 00
0432208049 05 09/01/00 0
XXXXX O 08/01/30
0
3772985 D03/D03 F 529,600.00 ZZ
360 529,600.00 1
7.500 3,703.04 80
7.250 3,703.04
E PALO ALTO CA 94303 1 02/27/01 00
1 03 05/01/01 0
1
1 O 04/01/31
0
3823391 T88/G01 F 215,300.00 ZZ
360 214,638.56 1
8.500 1,655.47 59
8.250 1,655.47
DURANGO CO 81301 2 10/16/00 00
0432404325 05 12/01/00 0
207400121 O 11/01/30
0
4044901 163/G01 F 330,000.00 ZZ
360 328,569.23 1
8.000 2,421.43 80
7.750 2,421.43
WEST ORANGE NJ 07052 1 12/06/00 00
0432653236 05 02/01/01 0
1000233653 O 01/01/31
0
4048358 286/286 F 320,000.00 ZZ
360 318,991.49 1
8.375 2,432.24 80
8.125 2,432.24
MESA AZ 85203 1 10/13/00 00
170980 05 12/01/00 0
170980 O 11/01/30
0
4071274 356/G01 F 445,000.00 ZZ
360 444,098.24 1
8.000 3,265.26 58
7.750 3,265.26
FREMONT CA 94555 2 12/11/00 00
0432586279 05 02/01/01 0
2836260 O 01/01/31
0
4075612 163/G01 F 300,000.00 ZZ
360 299,376.55 1
7.875 2,175.21 78
7.625 2,175.21
TIGARD OR 97223 1 12/13/00 00
0432694719 05 02/01/01 0
817760556 O 01/01/31
0
1
4112933 163/G01 F 552,000.00 ZZ
360 552,000.00 1
7.375 3,812.53 72
7.125 3,812.53
NEWPORT BEACH CA 92660 2 03/12/01 00
0432692382 05 05/01/01 0
1417783665 O 04/01/31
0
4138180 K81/G01 F 297,000.00 ZZ
360 296,589.86 1
7.875 2,153.46 95
7.625 2,153.46
BOISE ID 83703 2 01/25/01 14
0432652352 05 03/01/01 30
5501268 O 02/01/31
0
4157454 069/G01 F 344,000.00 ZZ
360 343,763.26 1
7.875 2,494.24 80
7.625 2,494.24
MOORPARK CA 93021 1 02/06/01 00
0432678308 05 04/01/01 0
35188108659 O 03/01/31
0
4166289 369/G01 F 345,000.00 ZZ
360 345,000.00 1
7.500 2,412.29 74
7.250 2,412.29
RESCUE VA 23424 2 02/28/01 00
0432678365 05 05/01/01 0
71925879 O 04/01/31
0
4215938 964/G01 F 380,000.00 ZZ
360 380,000.00 1
7.750 2,722.37 71
7.500 2,722.37
TRUCKEE CA 96161 2 03/02/01 00
0432684231 03 05/01/01 0
101802 O 04/01/31
0
4216439 K81/G01 F 87,700.00 T
360 87,638.11 1
7.750 628.29 75
7.500 628.29
1
LAS VEGAS NV 89113 1 02/06/01 00
0432652303 01 04/01/01 0
1001286 O 03/01/31
0
4224746 163/163 F 279,200.00 ZZ
360 278,589.91 1
7.625 1,976.16 80
7.375 1,976.16
HUTCHINSON KS 67502 4 12/08/00 00
0401849703 05 02/01/01 0
0401849703 O 01/01/31
0
4228394 116/116 F 382,550.00 ZZ
360 381,757.02 1
7.500 2,674.85 76
7.250 2,674.85
HOUSTON TX 77024 2 01/26/01 00
091069199 05 03/01/01 0
091069199 O 02/01/31
0
4230664 163/G01 F 360,000.00 ZZ
360 360,000.00 1
7.625 2,548.06 75
7.375 2,548.06
LADERA RANCH CA 92694 1 03/01/01 00
0432672863 05 05/01/01 0
1417662471 O 04/01/31
0
4232038 E45/G01 F 313,700.00 ZZ
360 313,494.80 1
8.125 2,329.21 90
7.875 2,329.21
MISSION VIEJO CA 92692 2 02/06/01 11
0432651602 03 04/01/01 25
110039 O 03/01/31
0
4233066 E58/G01 F 408,800.00 ZZ
360 408,800.00 1
7.625 2,893.46 80
7.375 2,893.46
HERNDON VA 20170 1 03/13/01 00
0432692838 03 05/01/01 0
18452623 O 04/01/31
0
1
4243091 964/G01 F 355,000.00 ZZ
360 354,743.06 1
7.625 2,512.67 59
7.375 2,512.67
OAKLAND CA 94610 5 02/12/01 00
0432627909 05 04/01/01 0
103802 O 03/01/31
0
4247121 A50/G01 F 650,000.00 ZZ
360 649,517.61 1
7.500 4,544.89 62
7.250 4,544.89
NAVARRE FL 32566 1 02/05/01 00
0432640803 02 04/01/01 0
307796 O 03/01/31
0
4247316 964/G01 F 560,000.00 ZZ
360 559,594.68 1
7.625 3,963.65 80
7.375 3,963.65
STOCKTON CA 95207 1 02/15/01 00
0432670883 05 04/01/01 0
104427 O 03/01/31
0
4248509 964/G01 F 504,800.00 ZZ
360 504,425.36 1
7.500 3,529.64 80
7.250 3,529.64
PLEASANT HILL CA 94523 1 02/15/01 00
0432656783 05 04/01/01 0
100220 O 03/01/31
0
4254165 964/G01 F 346,750.00 ZZ
360 346,505.27 1
7.750 2,484.16 95
7.500 2,484.16
TEMPLETON CA 93465 1 02/22/01 01
0432662906 05 04/01/01 30
101799 O 03/01/31
0
4254912 944/G01 F 340,000.00 ZZ
360 339,747.67 1
1
7.500 2,377.33 80
7.250 2,377.33
SAN JOSE CA 95121 1 02/27/01 00
0432664985 05 04/01/01 0
W00122195 O 03/01/31
0
4257921 J40/G01 F 580,000.00 ZZ
360 579,569.56 1
7.500 4,055.44 80
7.250 4,055.44
COLUMBUS MS 39705 4 02/05/01 00
0432655116 05 04/01/01 0
56066 O 03/01/31
0
4258980 893/G01 F 808,000.00 ZZ
360 808,000.00 1
7.375 5,580.66 45
7.125 5,580.66
LOS ALTOS CA 94022 2 03/02/01 00
0432677672 05 05/01/01 0
M10130031 O 04/01/31
0
4264351 116/116 F 400,000.00 ZZ
360 399,717.68 1
7.750 2,865.65 74
7.500 2,865.65
SEABROOK TX 77586 1 02/07/01 00
091069274 03 04/01/01 0
091069274 O 03/01/31
0
4265229 163/163 F 600,000.00 ZZ
360 599,150.33 1
7.750 4,298.47 78
7.500 4,298.47
SAN ANTONIO TX 78256 4 01/12/01 00
402074658 03 03/01/01 0
402074658 O 02/01/31
0
4265290 F97/F97 F 340,000.00 ZZ
360 339,493.81 1
7.500 2,377.33 80
7.250 2,377.33
CHICAGO IL 60657 1 01/16/01 00
2000323910 01 03/01/01 0
1
2000323910 O 02/01/31
0
4275404 M82/G01 F 357,000.00 ZZ
360 356,735.05 1
7.500 2,496.20 70
7.250 2,496.20
ATLANTA GA 30328 2 02/16/01 00
0432650794 05 04/01/01 0
941764 O 03/01/31
0
4284731 A06/G01 F 303,000.00 ZZ
360 302,780.69 1
7.625 2,144.62 75
7.375 2,144.62
DEARBORN MI 48128 5 02/21/01 00
0432654820 05 04/01/01 0
1000020101408 O 03/01/31
0
4289071 U05/G01 F 335,600.00 ZZ
360 335,369.05 1
7.875 2,433.33 80
7.625 2,433.33
LOOMIS CA 95650 1 02/09/01 00
0432668341 05 04/01/01 0
3100113 O 03/01/31
0
4298180 964/G01 F 347,500.00 ZZ
360 347,266.84 1
8.000 2,549.83 67
7.750 2,549.83
SAN LEANDRO CA 94577 2 02/14/01 00
0432668697 05 04/01/01 0
104290 O 03/01/31
0
4301313 964/G01 F 328,000.00 ZZ
360 327,750.42 1
7.375 2,265.41 69
7.125 2,265.41
NOVATO CA 94947 5 02/16/01 00
0432665578 05 04/01/01 0
101943 O 03/01/31
0
1
4302192 163/G01 F 333,750.00 ZZ
360 333,496.04 1
7.375 2,305.13 75
7.125 2,305.13
FREMONT CA 94538 5 02/13/01 00
0432680924 05 04/01/01 0
717937642 O 03/01/31
0
4302755 420/G01 F 390,000.00 ZZ
360 389,710.56 1
7.500 2,726.94 60
7.250 2,726.94
PENNGROVE CA 94951 5 02/12/01 00
0432670503 05 04/01/01 0
5100155 O 03/01/31
0
4303802 964/G01 F 1,000,000.00 ZZ
360 1,000,000.00 1
7.625 7,077.94 40
7.375 7,077.94
LOS ANGELES CA 91436 2 03/06/01 00
0432683985 03 05/01/01 0
105622 O 04/01/31
0
4304412 163/163 F 332,450.00 ZZ
360 331,979.21 1
7.750 2,381.71 76
7.500 2,381.71
LYNN HAVEN FL 32444 4 01/11/01 00
402194460 05 03/01/01 0
402194460 O 02/01/31
0
4304468 163/163 F 550,000.00 ZZ
360 549,201.31 1
7.625 3,892.87 63
7.375 3,892.87
BEAUFORT SC 29902 2 01/19/01 00
90262167 05 03/01/01 0
90262167 O 02/01/31
0
4304535 163/163 F 320,000.00 ZZ
360 319,110.41 1
7.875 2,320.22 80
7.625 2,320.22
1
REDONDO BEACH CA 90278 2 12/20/00 00
217778079 05 02/01/01 0
217778079 O 01/01/31
0
4305643 964/G01 F 299,250.00 ZZ
360 299,250.00 1
7.250 2,041.41 75
7.000 2,041.41
LOS ANGELES CA 90066 1 02/28/01 00
0432675502 05 05/01/01 0
104536 O 04/01/31
0
4305734 A48/G01 F 300,000.00 ZZ
360 299,777.36 1
7.500 2,097.64 67
7.250 2,097.64
SAN JOSE CA 95118 5 02/16/01 00
0432655793 05 04/01/01 0
8511014208 O 03/01/31
0
4308679 964/G01 F 372,800.00 ZZ
360 372,536.88 1
7.750 2,670.79 60
7.500 2,670.79
SOUTH SAN FRANC CA 94080 2 02/16/01 00
0432662864 03 04/01/01 0
400103284 O 03/01/31
0
4310948 757/G01 F 975,000.00 ZZ
360 975,000.00 1
7.625 6,900.99 65
7.375 6,900.99
DULUTH GA 30097 2 03/05/01 00
0432665560 03 05/01/01 0
1000112605 O 04/01/31
0
4313308 163/G01 F 608,000.00 ZZ
360 608,000.00 1
7.375 4,199.30 80
7.125 4,199.30
SAN RAMON CA 94583 1 03/01/01 00
0432677524 03 05/01/01 0
717943152 O 04/01/31
0
1
4316692 163/G01 F 312,500.00 ZZ
360 312,268.08 1
7.500 2,185.05 75
7.250 2,185.05
LAKE KIOWA TX 76240 4 02/23/01 00
0432692796 03 04/01/01 0
501795849 O 03/01/31
0
4319678 964/G01 F 536,000.00 ZZ
360 535,612.05 1
7.625 3,793.78 72
7.375 3,793.78
WALNUT CREEK CA 94596 2 02/16/01 00
0432699478 03 04/01/01 0
106582 O 03/01/31
0
4322190 601/G01 F 428,000.00 ZZ
360 427,697.93 1
7.750 3,066.24 80
7.500 3,066.24
EAGAN MN 55123 2 02/15/01 00
0432681369 05 04/01/01 0
6027198 O 03/01/31
0
4323772 163/163 F 400,000.00 ZZ
360 399,419.14 1
7.625 2,831.18 52
7.375 2,831.18
POTOMAC MD 20854 1 01/25/01 00
917838584 03 03/01/01 0
917838584 O 02/01/31
0
4326752 069/G01 F 284,000.00 ZZ
360 283,799.55 1
7.750 2,034.62 80
7.500 2,034.62
ALISO VIEJO CA 92656 1 02/15/01 00
0432660249 29 04/01/01 0
21488120688 O 03/01/31
0
4327831 F96/G01 F 335,000.00 ZZ
360 335,000.00 1
1
7.500 2,342.37 61
7.250 2,342.37
XXXXXXXXXX TOWN NJ 08558 5 03/05/01 00
0432684207 05 05/01/01 0
0101300 O 04/01/31
0
4328043 964/G01 F 460,000.00 ZZ
360 459,658.61 1
7.500 3,216.39 61
7.250 3,216.39
WALNUT CREEK CA 94596 2 02/21/01 00
0432700714 05 04/01/01 0
400107072 O 03/01/31
0
4328369 E23/G01 F 321,600.00 ZZ
360 321,367.24 1
7.625 2,276.26 80
7.375 2,276.26
MISSION VIEJO CA 92692 1 02/16/01 00
0432648509 03 04/01/01 0
51001659 O 03/01/31
0
4329352 163/G01 F 375,000.00 ZZ
360 374,728.58 1
7.625 2,654.23 79
7.375 2,654.23
BOCA RATON FL 33428 1 02/28/01 00
0432700474 03 04/01/01 0
771788692 O 03/01/31
0
4330556 369/G01 F 360,000.00 ZZ
360 359,732.83 1
7.500 2,517.17 80
7.250 2,517.17
MARINA DEL REY CA 90292 2 02/22/01 00
0432686558 01 04/01/01 0
313449 O 03/01/31
0
4330761 253/253 F 348,000.00 ZZ
360 348,000.00 1
8.000 2,553.51 80
7.750 2,553.51
SAN JOSE CA 95132 1 03/07/01 00
963347 05 05/01/01 0
1
963347 O 04/01/31
0
4330838 163/G01 F 283,000.00 ZZ
360 282,795.17 1
7.625 2,003.06 80
7.375 2,003.06
SCOTTSDALE AZ 85259 2 02/23/01 00
0432672780 03 04/01/01 0
1817970031 O 03/01/31
0
4331480 E22/G01 F 457,500.00 ZZ
360 457,160.47 1
7.500 3,198.91 42
7.250 3,198.91
XXXXXXX WA 98280 2 02/02/01 00
0412348740 05 04/01/01 0
0412348740 O 03/01/31
0
4331816 E82/G01 F 365,200.00 ZZ
360 364,948.68 1
7.875 2,647.95 76
7.625 2,647.95
ARVADA CO 80403 2 02/09/01 00
0400376745 05 04/01/01 0
1993234 O 03/01/31
0
4331879 757/G01 F 465,000.00 ZZ
360 465,000.00 1
7.625 3,291.25 73
7.375 3,291.25
STERLING MA 01564 2 03/06/01 00
0432690741 05 05/01/01 0
10001348331 O 04/01/31
0
4333252 964/G01 F 360,000.00 ZZ
360 359,726.07 1
7.375 2,486.43 90
7.125 2,486.43
CARLSBAD CA 92008 1 02/20/01 14
0432661932 05 04/01/01 25
107257 O 03/01/31
0
1
4333533 313/G01 F 350,590.97 ZZ
360 350,349.69 1
7.875 2,542.03 78
7.625 2,542.03
DALLAS TX 75229 2 02/23/01 00
0432693844 05 04/01/01 0
0007072572 O 03/01/31
0
4333613 477/G01 F 592,500.00 ZZ
360 592,122.19 1
8.250 4,451.25 75
8.000 4,451.25
SAN DIEGO CA 92130 1 02/16/01 00
0432676195 03 04/01/01 0
124175 O 03/01/31
0
4334053 964/G01 F 413,500.00 ZZ
360 413,185.36 1
7.375 2,855.94 58
7.125 2,855.94
SAN JOSE CA 95123 2 02/26/01 00
0432672350 05 04/01/01 0
104399 O 03/01/31
0
4335865 893/G01 F 318,000.00 ZZ
360 318,000.00 1
7.500 2,223.50 49
7.250 2,223.50
GILROY CA 95020 2 03/07/01 00
0432676419 05 05/01/01 0
M10215021 O 04/01/31
0
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STILLWATER OK 74074 2 12/22/00 01
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SKOKIE IL 60076 2 02/15/01 00
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BLUE SPRINGS MO 64015 1 02/23/01 00
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VIENNA VA 22182 2 02/26/01 00
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GREAT FALLS VA 22066 2 02/20/01 00
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BOULDER CO 80303 5 02/13/01 00
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OAK POINT TX 75068 2 02/20/01 00
270515 03 04/01/01 0
270515 O 03/01/31
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4445643 286/286 F 650,000.00 ZZ
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HIGHLAND PARK NJ 08904 5 01/02/01 00
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FAIRFAX VA 22031 2 02/02/01 00
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SOUTH RIDING VA 20152 2 02/22/01 00
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KAILUA HI 96734 5 02/22/01 00
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BOULDER CO 80302 1 02/21/01 00
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4445665 286/286 F 350,000.00 ZZ
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FORT WORTH TX 76132 2 02/01/01 00
242518 05 04/01/01 0
242518 O 03/01/31
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4445669 286/286 F 396,000.00 ZZ
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LOS ANGELES CA 90049 2 02/16/01 00
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259068 O 03/01/31
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360 296,800.72 1
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GLENDALE AZ 85308 2 02/09/01 10
229595 03 04/01/01 25
229595 O 03/01/31
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4445671 286/286 F 335,823.00 ZZ
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9975125 O 01/01/31
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4445673 286/286 F 279,500.00 ZZ
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MAHWAH NJ 07430 2 02/15/01 00
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TRACY CA 95377 5 02/21/01 00
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XXXX RIDGE IL 60521 1 02/15/01 00
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224245 O 03/01/31
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SCOTTSDALE AZ 85331 1 02/26/01 00
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4445679 286/286 F 384,000.00 ZZ
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MILWAUKEE WI 53211 2 02/16/01 00
226083 05 04/01/01 0
226083 O 03/01/31
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ANTHEM AZ 85086 2 02/09/01 00
230204 03 04/01/01 0
230204 O 03/01/31
0
4445681 286/286 F 340,000.00 ZZ
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GLEN ELLYN IL 60137 2 02/16/01 00
225280 05 04/01/01 0
225280 O 03/01/31
0
4445686 286/286 F 316,000.00 ZZ
360 315,771.29 1
7.625 2,236.63 80
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OAK PARK IL 60302 1 02/16/01 00
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229156 O 03/01/31
0
4445687 286/286 F 368,000.00 ZZ
360 367,733.64 1
7.625 2,604.69 60
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LOUISVILLE KY 40222 2 02/23/01 00
255480 05 04/01/01 0
255480 O 03/01/31
0
4445688 286/286 F 176,000.00 ZZ
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8.000 1,291.43 80
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KEY WEST FL 33040 1 02/12/01 00
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228851 O 03/01/31
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NEWPORT COAST CA 92657 1 02/16/01 00
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247978 O 03/01/31
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RALEIGH NC 27614 1 02/27/01 00
159580 03 04/01/01 0
159580 O 03/01/31
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GROSSE POINTE MI 48236 2 02/21/01 00
251353 05 04/01/01 0
251353 O 03/01/31
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4445700 286/286 F 295,200.00 ZZ
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7.500 2,064.09 80
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GURNEE IL 60031 1 02/19/01 00
229606 03 04/01/01 0
229606 O 03/01/31
0
4445702 286/286 F 200,500.00 ZZ
360 200,375.37 1
8.375 1,523.95 71
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REISTERSTOWN MD 21136 2 02/21/01 00
255839 05 04/01/01 0
255839 O 03/01/31
0
4445703 286/286 F 317,450.00 ZZ
360 317,225.94 1
7.750 2,274.26 80
7.500 2,274.26
IRVINE CA 92602 2 02/22/01 00
261955 03 04/01/01 0
1
261955 O 03/01/31
0
4445707 286/286 F 498,800.00 ZZ
360 498,420.45 1
7.375 3,445.09 80
7.125 3,445.09
CHEVY CHASE MD 20815 2 02/22/01 00
274001 01 04/01/01 0
274001 O 03/01/31
0
4445708 286/286 F 335,900.00 ZZ
360 335,650.71 1
7.500 2,348.67 80
7.250 2,348.67
INDIANAPOLIS IN 46220 1 02/19/01 00
258784 05 04/01/01 0
258784 O 03/01/31
0
4445710 286/286 F 235,000.00 ZZ
360 234,834.14 1
7.750 1,683.57 54
7.500 1,683.57
WINTER PARK CO 80482 2 02/16/01 00
229538 03 04/01/01 0
229538 O 03/01/31
0
4445712 286/286 F 307,750.00 ZZ
360 307,521.60 1
7.500 2,151.84 77
7.250 2,151.84
HAYMARKET VA 20169 2 02/16/01 00
265830 05 04/01/01 0
265830 O 03/01/31
0
4445714 286/286 F 521,400.00 ZZ
360 521,013.04 1
7.500 3,645.71 72
7.250 3,645.71
XXXXX PARK CO 80517 2 02/14/01 00
225824 05 04/01/01 0
225824 O 03/01/31
0
1
4445718 286/286 F 149,850.00 T
360 149,744.24 1
7.750 1,073.55 75
7.500 1,073.55
LITTLETON CO 80122 1 02/26/01 00
224726 01 04/01/01 0
224726 O 03/01/31
0
4445720 286/286 F 320,250.00 ZZ
360 320,023.96 1
7.750 2,294.32 75
7.500 2,294.32
LITHONIA GA 30058 1 02/22/01 00
244857 05 04/01/01 0
244857 O 03/01/31
0
4445722 286/286 F 318,000.00 ZZ
360 317,775.55 1
7.750 2,278.20 61
7.500 2,278.20
LIVERMORE CA 94550 5 02/08/01 00
261389 05 04/01/01 0
261389 O 03/01/31
0
4445725 286/286 F 308,000.00 ZZ
360 307,771.42 1
7.500 2,153.58 78
7.250 2,153.58
O'FALLON IL 62269 2 02/21/01 00
229387 05 04/01/01 0
229387 O 03/01/31
0
4445727 286/286 F 513,500.00 ZZ
360 513,128.33 1
7.625 3,634.53 76
7.375 3,634.53
RICHMOND VA 23229 2 02/19/01 00
227851 05 04/01/01 0
227851 O 03/01/31
0
4445729 286/286 F 625,000.00 ZZ
360 624,547.63 1
7.625 4,423.72 68
7.375 4,423.72
1
HONOLULU HI 96822 1 02/23/01 00
223967 01 04/01/01 0
223967 O 03/01/31
0
4445730 286/286 F 380,000.00 ZZ
360 379,731.80 1
7.750 2,722.37 74
7.500 2,722.37
UPPER ARLINGTON OH 43220 2 02/16/01 00
258075 05 04/01/01 0
258075 O 03/01/31
0
4445732 286/286 F 348,000.00 ZZ
360 347,748.12 1
7.625 2,463.13 80
7.375 2,463.13
MILLSTONE TOWNS NJ 08535 1 02/23/01 00
246179 05 04/01/01 0
246179 O 03/01/31
0
4445734 286/286 F 485,000.00 ZZ
360 484,698.54 1
8.375 3,686.36 79
8.125 3,686.36
WAUKESHA WI 53189 1 02/22/01 00
230632 05 04/01/01 0
230632 O 03/01/31
0
4445736 286/286 F 379,950.00 ZZ
360 379,950.00 1
7.375 2,624.22 80
7.125 2,624.22
SANTA CLARITA CA 91350 1 03/07/01 00
295268 05 05/01/01 0
295268 O 04/01/31
0
4445737 286/286 F 100,000.00 ZZ
360 99,931.18 1
7.875 725.07 80
7.625 725.07
DAYTON OH 45429 1 02/27/01 00
257116 05 04/01/01 0
257116 O 03/01/31
0
1
4445742 286/286 F 275,000.00 ZZ
360 274,795.90 1
7.500 1,922.85 79
7.250 1,922.85
ALEXANDRIA VA 22310 2 02/26/01 00
265892 05 04/01/01 0
265892 O 03/01/31
0
4445744 286/286 F 350,000.00 ZZ
360 349,752.97 1
7.750 2,507.45 68
7.500 2,507.45
WEST BLOOMFIELD MI 48322 5 02/16/01 00
257460 05 04/01/01 0
257460 O 03/01/31
0
4445745 286/286 F 305,579.00 ZZ
360 305,357.83 1
7.625 2,162.87 80
7.375 2,162.87
IJAMSVILLE MD 21754 2 02/27/01 00
261569 03 04/01/01 0
261569 O 03/01/31
0
4445747 286/286 F 491,600.00 ZZ
360 491,270.14 1
8.000 3,607.19 79
7.750 3,607.19
NEWTOWN SQUARE PA 19073 2 02/26/01 00
250507 05 04/01/01 0
250507 O 03/01/31
0
4445748 286/286 F 350,000.00 ZZ
360 349,752.98 1
7.750 2,507.44 77
7.500 2,507.44
CARY IL 60013 2 02/22/01 00
231553 05 04/01/01 0
231553 O 03/01/31
0
4445749 286/286 F 418,000.00 ZZ
360 417,746.77 1
1
8.500 3,214.06 63
8.250 3,214.06
GLENVIEW IL 60025 2 02/22/01 00
259283 05 04/01/01 0
259283 O 03/01/31
0
4445750 286/286 F 326,850.00 ZZ
360 326,630.69 1
8.000 2,398.31 79
7.750 2,398.31
ALEXANDRIA VA 22306 2 02/27/01 00
238928 05 04/01/01 0
238928 O 03/01/31
0
4445751 286/286 F 285,750.00 T
360 285,553.34 1
7.875 2,071.89 90
7.625 2,071.89
SANTA XXXX BEAC FL 32459 1 02/19/01 12
296138 03 04/01/01 25
296138 O 03/01/31
0
4445753 286/286 F 470,400.00 ZZ
360 470,100.04 1
8.250 3,533.96 80
8.000 3,533.96
WALL TOWNSHIP NJ 07753 1 02/26/01 00
96858 05 04/01/01 0
96858 O 03/01/31
0
4445755 286/286 F 272,600.00 ZZ
360 272,223.57 1
7.875 1,976.54 90
7.625 1,976.54
SPRINGBORO OH 45066 1 01/11/01 21
66284 05 03/01/01 25
66284 O 02/01/31
0
4445757 286/286 F 390,000.00 ZZ
360 389,710.56 1
7.500 2,726.94 61
7.250 2,726.94
CONCORD CA 94521 1 02/20/01 00
220321 05 04/01/01 0
1
220321 O 03/01/31
0
4445759 286/286 F 135,000.00 ZZ
360 134,911.68 1
8.125 1,002.38 73
7.875 1,002.38
SILVER SPRING MD 20901 2 02/22/01 00
255686 05 04/01/01 0
255686 O 03/01/31
0
4445762 286/286 F 390,500.00 ZZ
360 390,244.55 1
8.125 2,899.46 75
7.875 2,899.46
CLEVELAND HEIGH OH 44118 2 02/26/01 00
219757 05 04/01/01 0
219757 O 03/01/31
0
4445763 286/286 F 515,500.00 ZZ
360 515,171.28 1
8.250 3,872.78 79
8.000 3,872.78
MCLEAN VA 22101 2 02/16/01 00
255885 03 04/01/01 0
255885 O 03/01/31
0
4445764 286/286 F 536,500.00 ZZ
360 536,091.76 1
7.375 3,705.48 80
7.125 3,705.48
CONCORD CA 94521 1 02/21/01 00
221142 05 04/01/01 0
221142 O 03/01/31
0
4445767 286/286 F 353,500.00 ZZ
360 353,250.50 1
7.750 2,532.52 79
7.500 2,532.52
GAITHERSBURG MD 20882 2 02/16/01 00
228456 03 04/01/01 0
228456 O 03/01/31
0
1
4445774 286/286 F 277,340.00 ZZ
360 277,144.25 1
7.750 1,986.90 80
7.500 1,986.90
BETHESDA MD 20817 2 02/23/01 00
263488 05 04/01/01 0
263488 O 03/01/31
0
4445776 286/286 F 308,000.00 T
360 307,563.83 1
7.750 2,206.55 80
7.500 2,206.55
LAKE OZARK MO 65049 1 02/15/01 00
271368 03 04/01/01 0
271368 O 03/01/31
0
4445781 286/286 F 110,000.00 ZZ
360 109,918.36 1
7.500 769.14 65
7.250 769.14
MINNEAPOLIS MN 55417 2 02/20/01 00
9808760 05 04/01/01 0
9808760 O 03/01/31
0
4445782 286/286 F 422,000.00 ZZ
360 421,686.81 1
7.500 2,950.69 80
7.250 2,950.69
PETALUMA CA 94954 1 02/16/01 00
9809469 05 04/01/01 0
9809469 O 03/01/31
0
4445783 286/286 F 372,000.00 ZZ
360 371,750.40 1
8.000 2,729.60 80
7.750 2,729.60
SANTA CLARA CA 95051 1 02/16/01 00
9808899 09 04/01/01 0
9808899 O 03/01/31
0
4445786 286/286 F 320,000.00 ZZ
360 320,000.00 1
7.500 2,237.49 80
7.250 2,237.49
1
ASHBURN VA 20148 1 03/09/01 00
9956901 03 05/01/01 0
9956901 O 04/01/31
0
4445791 286/286 F 372,000.00 ZZ
360 371,762.79 1
8.250 2,794.71 80
8.000 2,794.71
ESCONDIDO CA 92025 1 02/21/01 00
9956550 05 04/01/01 0
9956550 O 03/01/31
0
4445792 286/286 F 375,500.00 ZZ
360 375,221.33 1
7.500 2,625.55 80
7.250 2,625.55
SAN CLEMENTE CA 92673 1 02/16/01 00
9804063 03 04/01/01 0
9804063 O 03/01/31
0
4445795 286/286 F 377,000.00 ZZ
360 376,733.92 1
7.750 2,700.87 49
7.500 2,700.87
FREMONT CA 94539 5 02/15/01 00
9803701 05 04/01/01 0
9803701 O 03/01/31
0
4445797 286/286 F 387,500.00 ZZ
360 387,212.42 1
7.500 2,709.46 80
7.250 2,709.46
DUBLIN CA 94568 1 02/15/01 00
9779274 03 04/01/01 0
9779274 O 03/01/31
0
4445798 286/286 F 419,500.00 ZZ
360 419,203.92 1
7.750 3,005.35 64
7.500 3,005.35
SAN FRANCISCO CA 94121 2 02/13/01 00
9805334 05 04/01/01 0
9805334 O 03/01/31
0
1
4445800 286/286 F 263,000.00 ZZ
360 262,809.65 1
7.625 1,861.50 74
7.375 1,861.50
SAN DIEGO CA 92129 2 02/12/01 00
9804646 03 04/01/01 0
9804646 O 03/01/31
0
4445803 286/286 F 402,000.00 ZZ
360 401,743.66 1
8.250 3,020.09 75
8.000 3,020.09
SAN JOSE CA 95123 5 02/15/01 00
9807032 05 04/01/01 0
9807032 O 03/01/31
0
4445804 286/286 F 373,000.00 ZZ
360 372,709.02 1
7.250 2,544.52 61
7.000 2,544.52
BRENTWOOD CA 94513 5 02/12/01 00
9804636 05 04/01/01 0
9804636 O 03/01/31
0
4445808 286/286 F 396,000.00 ZZ
360 395,706.11 1
7.500 2,768.89 80
7.250 2,768.89
SEATTLE WA 98177 1 02/08/01 00
9804612 05 04/01/01 0
9804612 O 03/01/31
0
4445809 286/286 F 382,000.00 ZZ
360 381,730.39 1
7.750 2,736.69 90
7.500 2,736.69
CARLSBAD CA 92009 1 02/05/01 04
9795164 03 04/01/01 25
9795164 O 03/01/31
0
4445811 286/286 F 369,000.00 ZZ
360 368,712.15 1
1
7.250 2,517.23 89
7.000 2,517.23
FULLERTON CA 92831 2 02/12/01 11
9805656 05 04/01/01 25
9805656 O 03/01/31
0
4445813 286/286 F 590,000.00 ZZ
360 589,572.98 1
7.625 4,175.98 70
7.375 4,175.98
SAN DIEGO CA 92037 2 02/16/01 00
9794053 03 04/01/01 0
9794053 O 03/01/31
0
4445814 286/286 F 320,000.00 ZZ
360 319,756.51 1
7.375 2,210.16 80
7.125 2,210.16
TRACY CA 95377 2 02/13/01 00
9798571 05 04/01/01 0
9798571 O 03/01/31
0
4445815 286/286 F 297,900.00 ZZ
360 297,678.92 1
7.500 2,082.96 90
7.250 2,082.96
ACTON MA 01720 1 02/21/01 12
9807232 05 04/01/01 25
9807232 O 03/01/31
0
4445816 286/286 F 410,000.00 ZZ
360 409,710.63 1
7.750 2,937.29 64
7.500 2,937.29
STUDIO CITY ARE CA 91604 5 02/13/01 00
9805370 05 04/01/01 0
9805370 O 03/01/31
0
4445817 286/286 F 352,000.00 ZZ
360 351,732.15 1
7.375 2,431.18 80
7.125 2,431.18
PACIFICA CA 94044 1 02/14/01 00
9802502 05 04/01/01 0
1
9802502 O 03/01/31
0
4445818 286/286 F 380,000.00 ZZ
360 379,737.49 1
7.875 2,755.26 80
7.625 2,755.26
MARINA CA 93933 2 02/06/01 00
9802554 05 04/01/01 0
9802554 O 03/01/31
0
4445819 286/286 F 450,000.00 ZZ
360 449,666.03 1
7.500 3,146.47 75
7.250 3,146.47
TOLUCA LAKE CA 91602 5 02/08/01 00
9804937 05 04/01/01 0
9804937 O 03/01/31
0
4445820 286/286 F 296,000.00 ZZ
360 295,769.09 1
7.250 2,019.24 90
7.000 2,019.24
SAN MARCOS CA 92078 1 02/07/01 10
9793177 03 04/01/01 25
9793177 O 03/01/31
0
4445822 286/286 F 285,300.00 ZZ
360 285,077.44 1
7.250 1,946.25 80
7.000 1,946.25
HOLLISTER CA 95023 1 02/13/01 00
9799447 05 04/01/01 0
9799447 O 03/01/31
0
4445823 286/286 F 383,700.00 ZZ
360 383,429.19 1
7.750 2,748.87 80
7.500 2,748.87
LAS VEGAS CA 89123 1 02/16/01 00
9801265 03 04/01/01 0
9801265 O 03/01/31
0
1
4445825 286/286 F 340,000.00 ZZ
360 339,783.19 1
8.250 2,554.31 80
8.000 2,554.31
SAN DIEGO CA 92128 1 02/21/01 00
9804132 05 04/01/01 0
9804132 O 03/01/31
0
4445826 286/286 F 319,150.00 ZZ
360 318,924.75 1
7.750 2,286.43 70
7.500 2,286.43
HAYWARD CA 94544 1 02/12/01 00
9773024 03 04/01/01 0
9773024 O 03/01/31
0
4445828 286/286 F 309,700.00 ZZ
360 309,481.42 1
7.750 2,218.73 46
7.500 2,218.73
PENRYN CA 95663 5 02/13/01 00
9807266 03 04/01/01 0
9807266 O 03/01/31
0
4445830 286/286 F 450,000.00 ZZ
360 449,657.58 1
7.375 3,108.04 75
7.125 3,108.04
FREMONT CA 94555 2 02/08/01 00
9803142 05 04/01/01 0
9803142 O 03/01/31
0
4445831 286/286 F 290,000.00 ZZ
360 289,800.43 1
7.875 2,102.70 72
7.625 2,102.70
BERKELEY CA 94710 5 02/21/01 00
9797936 05 04/01/01 0
9797936 O 03/01/31
0
4445833 286/286 F 297,000.00 ZZ
360 296,790.38 1
7.750 2,127.74 77
7.500 2,127.74
1
HUNTINGTON BEAC CA 92647 5 02/21/01 00
9813119 05 04/01/01 0
9813119 O 03/01/31
0
4445834 286/286 F 325,000.00 ZZ
360 324,770.62 1
7.750 2,328.34 59
7.500 2,328.34
SOUTH SAN FRANC CA 94080 2 02/15/01 00
9801465 05 04/01/01 0
9801465 O 03/01/31
0
4445835 286/286 F 166,400.00 ZZ
360 166,273.39 1
7.375 1,149.28 80
7.125 1,149.28
OAKLAND CA 94606 1 02/06/01 00
9804538 05 04/01/01 0
9804538 O 03/01/31
0
4445836 286/286 F 321,600.00 ZZ
360 321,378.68 1
7.875 2,331.82 80
7.625 2,331.82
SAN CLEMENTE CA 92673 2 02/14/01 00
9800140 05 04/01/01 0
9800140 O 03/01/31
0
4445837 286/286 F 315,000.00 ZZ
360 314,777.67 1
7.750 2,256.70 75
7.500 2,256.70
XXXXXXXX CA 94553 2 02/15/01 00
9804632 05 04/01/01 0
9804632 O 03/01/31
0
4445838 286/286 F 304,000.00 ZZ
360 303,790.79 1
7.875 2,204.21 80
7.625 2,204.21
CONCORD CA 94519 2 02/16/01 00
9806924 05 04/01/01 0
9806924 O 03/01/31
0
1
4445842 286/286 F 620,000.00 ZZ
360 619,539.87 1
7.500 4,335.13 71
7.250 4,335.13
SCOTTSDALE AZ 85259 2 02/19/01 00
9809956 03 04/01/01 0
9809956 O 03/01/31
0
4445843 286/286 F 384,000.00 ZZ
360 383,735.73 1
7.875 2,784.27 80
7.625 2,784.27
REDONDO BEACH CA 90278 2 02/08/01 00
9801452 01 04/01/01 0
9801452 O 03/01/31
0
4445844 286/286 F 248,500.00 ZZ
360 248,328.98 1
7.875 1,801.80 70
7.625 1,801.80
ESCONDIDO CA 92029 2 02/16/01 00
9809077 05 04/01/01 0
9809077 O 03/01/31
0
4445845 286/286 F 405,000.00 ZZ
360 404,721.28 1
7.875 2,936.53 75
7.625 2,936.53
PLEASANTON CA 94588 2 02/21/01 00
9808602 03 04/01/01 0
9808602 O 03/01/31
0
4445846 286/286 F 360,000.00 ZZ
360 359,726.07 1
7.375 2,486.43 80
7.125 2,486.43
LIVERMORE CA 94550 1 02/20/01 00
9806235 05 04/01/01 0
9806235 O 03/01/31
0
4445851 286/286 F 449,000.00 ZZ
360 448,666.78 1
1
7.500 3,139.47 74
7.250 3,139.47
SUNNYVALE CA 94087 2 02/09/01 00
9804754 05 04/01/01 0
9804754 O 03/01/31
0
4445853 286/286 F 341,000.00 ZZ
360 340,759.32 1
7.750 2,442.97 68
7.500 2,442.97
SANTA ROSA CA 95409 2 02/13/01 00
9807255 05 04/01/01 0
9807255 O 03/01/31
0
4445854 286/286 F 512,500.00 ZZ
360 512,129.07 1
7.625 3,627.44 54
7.375 3,627.44
CARMEL CA 93923 1 02/21/01 00
9810518 05 04/01/01 0
9810518 O 03/01/31
0
4445855 286/286 F 300,000.00 ZZ
360 299,777.36 1
7.500 2,097.64 74
7.250 2,097.64
SAN FRANCISCO CA 94134 1 02/15/01 00
9807752 05 04/01/01 0
9807752 O 03/01/31
0
4445856 286/286 F 345,000.00 ZZ
360 344,768.51 1
8.000 2,531.49 47
7.750 2,531.49
CARMICHAEL CA 95608 2 02/16/01 00
9809202 03 04/01/01 0
9809202 O 03/01/31
0
4445860 286/286 F 382,000.00 ZZ
360 381,730.39 1
7.750 2,736.69 41
7.500 2,736.69
DANVILLE CA 94506 2 02/14/01 00
9804737 03 04/01/01 0
1
9804737 O 03/01/31
0
4445864 286/286 F 463,000.00 ZZ
360 462,689.34 1
8.000 3,397.33 62
7.750 3,397.33
PIEDMONT CA 94610 2 02/20/01 00
9789504 05 04/01/01 0
9789504 O 03/01/31
0
4445866 286/286 F 500,000.00 ZZ
360 499,647.11 1
7.750 3,582.06 65
7.500 3,582.06
BROOKLINE MA 02445 2 02/21/01 00
9802446 05 04/01/01 0
9802446 O 03/01/31
0
4445867 286/286 F 300,000.00 ZZ
360 299,788.26 1
7.750 2,149.24 90
7.500 2,149.24
TUSTIN CA 92780 2 02/12/01 14
9795314 03 04/01/01 25
9795314 O 03/01/31
0
4445869 286/286 F 420,000.00 ZZ
360 419,688.30 1
7.500 2,936.70 80
7.250 2,936.70
FREMONT CA 94536 1 02/20/01 00
9800295 05 04/01/01 0
9800295 O 03/01/31
0
4445873 286/286 F 416,000.00 ZZ
360 415,691.27 1
7.500 2,908.73 80
7.250 2,908.73
TARPON SPRINGS FL 34689 1 02/27/01 00
9815476 05 04/01/01 0
9815476 O 03/01/31
0
1
4445876 286/286 F 431,000.00 ZZ
360 430,695.80 1
7.750 3,087.74 75
7.500 3,087.74
SAN DIEGO CA 92131 2 02/14/01 00
9797726 05 04/01/01 0
9797726 O 03/01/31
0
4445877 286/286 F 368,800.00 ZZ
360 368,526.30 1
7.500 2,578.70 80
7.250 2,578.70
MILL CREEK WA 98012 2 02/14/01 00
9805075 03 04/01/01 0
9805075 O 03/01/31
0
4445879 286/286 F 410,000.00 ZZ
360 409,710.63 1
7.750 2,937.29 55
7.500 2,937.29
SAN MATEO CA 94403 5 02/14/01 00
9807854 05 04/01/01 0
9807854 O 03/01/31
0
4445880 286/286 F 375,000.00 ZZ
360 374,741.93 1
7.875 2,719.01 65
7.625 2,719.01
SEATTLE WA 98177 5 02/14/01 00
9807007 05 04/01/01 0
9807007 O 03/01/31
0
4445882 286/286 F 500,000.00 ZZ
360 499,647.11 1
7.750 3,582.06 65
7.500 3,582.06
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SAN JOSE CA 95135 2 02/09/01 00
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LONG BEACH CA 90803 5 02/15/01 00
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ROCKLIN CA 95765 2 02/15/01 00
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FREMONT CA 94555 2 02/12/01 00
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REDLANDS CA 92374 2 02/15/01 00
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SAN DIEGO CA 92130 2 02/19/01 00
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SAN DIEGO CA 92130 2 02/02/01 00
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HOLLISTER CA 95023 5 02/16/01 00
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FREMONT CA 94536 1 02/20/01 00
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SUNOL CA 94586 2 02/06/01 00
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READING MA 01867 5 02/15/01 00
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SAN JOSE CA 95130 2 02/08/01 00
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SAN RAMON CA 94583 2 02/16/01 00
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SAN JOSE CA 95131 1 02/14/01 00
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SAN FRANCISCO CA 94112 2 02/14/01 00
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SAN JOSE CA 95131 2 02/09/01 00
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GREAT FALLS VA 22066 5 03/05/01 00
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WASHINGTON DC 20016 2 02/26/01 00
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WASHINGTON DC 20007 5 02/26/01 00
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GOLETA CA 93117 1 03/12/01 00
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ADDISON TX 75001 1 03/12/01 00
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GILROY CA 95020 5 03/05/01 00
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SAN RAMON CA 94583 2 03/06/01 00
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FREMONT CA 94536 5 03/05/01 00
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HUNTINGTON BEAC CA 92648 5 03/06/01 00
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LEHI UT 84043 1 03/09/01 00
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SAN RAMON CA 94583 5 12/12/00 00
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CHARLOTTE NC 28209 2 12/22/00 11
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AURORA CO 80016 1 12/15/00 01
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FARMINGTON HILL MI 48334 5 03/02/01 00
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HUNTINGTON BEAC CA 92649 1 03/08/01 00
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SAN DIEGO CA 92131 1 12/01/00 00
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LITTLETON CO 80127 1 01/19/01 00
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SANTA ROSA CA 95404 1 01/02/01 00
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SANTA CRUZ CA 95065 1 03/01/01 00
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HOUSTON TX 77006 5 03/08/01 00
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SAN BRUNO CA 94066 1 03/07/01 00
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PACIFICA CA 94044 1 03/04/01 00
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NEVADA CITY CA 95959 2 03/02/01 00
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IOWA CITY IA 52240 2 12/04/00 00
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ALLEN TX 75013 1 12/07/00 00
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LITTLETON CO 80125 2 01/26/01 00
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LAKEWOOD CO 80228 2 01/30/01 00
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DURANGO CO 81301 2 02/09/01 00
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PHOENIX AZ 85018 1 02/08/01 00
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SCOTTSDALE AZ 85251 5 02/09/01 00
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SANTA BARBARA CA 93101 2 03/15/01 00
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LOS ANGELES CA 90045 2 03/13/01 00
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OAK PARK CA 91377 2 03/28/01 00
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7.625 2,972.74 80
7.125 2,972.74
GLENDALE CA 91208 1 03/07/01 00
17166638 05 05/01/01 0
17166638 O 04/01/31
0
4526619 405/405 F 327,000.00 ZZ
360 327,000.00 1
7.500 2,286.44 79
7.000 2,286.44
ORANGE CA 92869 2 03/28/01 00
17176645 05 05/01/01 0
17176645 O 04/01/31
0
4526621 405/405 F 639,200.00 ZZ
360 639,200.00 1
7.500 4,469.38 80
7.000 4,469.38
TOPANGA CA 90290 2 03/28/01 00
17179573 05 05/01/01 0
17179573 O 04/01/31
0
4526628 405/405 F 582,000.00 ZZ
360 582,000.00 1
7.750 4,169.52 73
7.250 4,169.52
CORTE MADERA CA 94925 2 03/08/01 00
17186693 05 05/01/01 0
17186693 O 04/01/31
0
4526630 405/405 F 335,000.00 ZZ
360 335,000.00 1
7.375 2,313.77 60
6.875 2,313.77
OAKLAND CA 94602 2 03/07/01 00
17188400 05 05/01/01 0
17188400 O 04/01/31
0
4526631 405/405 F 335,000.00 ZZ
360 334,549.53 1
7.625 2,371.11 49
7.125 2,371.11
1
SUNNYVALE CA 94086 2 02/27/01 00
17188772 05 04/01/01 0
17188772 O 03/01/31
0
4526633 405/405 F 650,000.00 ZZ
360 650,000.00 1
7.375 4,489.39 77
6.875 4,489.39
PASADENA CA 91105 1 03/02/01 00
17189572 05 05/01/01 0
17189572 O 04/01/31
0
4526635 405/405 F 430,000.00 ZZ
360 430,000.00 1
7.375 2,969.91 75
6.875 2,969.91
PACIFICA CA 94044 5 03/09/01 12
17191545 05 05/01/01 25
17191545 O 04/01/31
0
4526640 405/405 F 440,000.00 ZZ
360 439,665.20 1
7.375 3,038.97 80
6.875 3,038.97
FREMONT CA 94536 1 02/26/01 00
17200825 05 04/01/01 0
17200825 O 03/01/31
0
4526641 405/405 F 515,000.00 ZZ
360 515,000.00 1
7.875 3,734.11 70
7.375 3,734.11
YORBA LINDA CA 92887 2 03/01/01 00
17201104 03 05/01/01 0
17201104 O 04/01/31
0
4526642 405/405 F 400,000.00 ZZ
360 400,000.00 1
7.500 2,796.86 63
7.000 2,796.86
SANTA CLARA CA 95050 1 03/09/01 00
17203506 05 05/01/01 0
17203506 O 04/01/31
0
1
4526648 405/405 F 319,200.00 ZZ
360 319,200.00 1
7.750 2,286.79 80
7.250 2,286.79
LOS ANGELES CA 90292 1 03/02/01 00
17214248 05 05/01/01 0
17214248 O 04/01/31
0
4526649 405/405 F 368,000.00 ZZ
360 368,000.00 1
7.375 2,541.69 70
6.875 2,541.69
LOS ANGELES CA 90046 2 03/02/01 00
17215070 05 05/01/01 0
17215070 O 04/01/31
0
4526652 405/405 F 436,800.00 ZZ
360 436,800.00 1
7.500 3,054.17 80
7.000 3,054.17
CAMPBELL CA 95008 1 03/09/01 00
17225905 05 05/01/01 0
17225905 O 04/01/31
0
4526653 405/405 F 408,000.00 ZZ
360 408,000.00 1
7.625 2,887.80 80
7.125 2,887.80
LOS ANGELES CA 90272 1 03/08/01 00
17228313 05 05/01/01 0
17228313 O 04/01/31
0
4526654 405/405 F 625,000.00 ZZ
360 625,000.00 1
7.625 4,423.71 72
7.125 4,423.71
GREAT FALLS VA 22066 1 03/08/01 00
17231648 05 05/01/01 0
17231648 O 04/01/31
0
4527127 L47/G01 F 319,000.00 ZZ
360 319,000.00 1
1
7.750 2,285.36 73
7.500 2,285.36
NORTH WALES PA 19454 1 03/30/01 00
0432691145 05 05/01/01 0
0010066872 O 04/01/31
0
4529903 588/G01 F 416,000.00 ZZ
360 415,691.27 1
7.500 2,908.73 80
7.250 2,908.73
WARRENTON VA 20186 2 02/21/01 00
0432674406 03 04/01/01 0
1035076 O 03/01/31
0
4530076 696/G01 F 487,200.00 ZZ
360 487,200.00 1
7.375 3,364.97 80
7.125 3,364.97
ROCKVILLE MD 20853 1 03/27/01 00
0432672343 03 05/01/01 0
32901058 O 04/01/31
0
4531744 E22/G01 F 350,000.00 ZZ
360 350,000.00 1
7.375 2,417.36 63
7.125 2,417.36
SAN CARLOS CA 94070 5 03/21/01 00
0412386955 01 05/01/01 0
0412386955 O 04/01/31
0
4531789 E22/G01 F 469,300.00 ZZ
360 469,300.00 1
7.500 3,281.41 65
7.250 3,281.41
AUSTIN TX 78746 2 03/23/01 00
0412463101 03 05/01/01 0
0412463101 O 04/01/31
0
4531800 E22/G01 F 55,000.00 ZZ
360 55,000.00 1
7.750 394.03 75
7.500 394.03
EL PASO TX 79925 5 03/23/01 00
0412469124 05 05/01/01 0
1
0412469124 O 04/01/31
0
4531807 E22/G01 F 356,000.00 ZZ
360 356,000.00 1
7.750 2,550.43 80
7.500 2,550.43
SAN JOSE CA 95118 1 03/22/01 00
0412473316 05 05/01/01 0
0412473316 O 04/01/31
0
4531820 E22/G01 F 641,000.00 ZZ
360 641,000.00 1
7.250 4,372.75 65
7.000 4,372.75
SAN JOSE CA 95112 2 03/21/01 00
0412483810 05 05/01/01 0
0412483810 O 04/01/31
0
4531822 E22/G01 F 117,000.00 ZZ
360 117,000.00 1
7.500 818.08 65
7.250 818.08
SOUTHAMPTON NJ 08088 5 03/23/01 00
0412484966 05 05/01/01 0
0412484966 O 04/01/31
0
4532818 B60/G01 F 392,840.00 ZZ
360 392,840.00 1
7.375 2,713.25 80
7.125 2,713.25
XXXXXXXXX RANCH CA 91381 1 03/13/01 00
0432688505 03 05/01/01 0
318706 O 04/01/31
0
4534735 964/G01 F 379,000.00 ZZ
360 379,000.00 1
7.250 2,585.45 69
7.000 2,585.45
CHINO HILLS CA 91709 2 03/22/01 00
0432694743 03 05/01/01 0
106968 O 04/01/31
0
1
4537576 964/G01 F 332,000.00 ZZ
360 332,000.00 1
7.500 2,321.39 80
7.250 2,321.39
SAUSALITO CA 94965 1 03/14/01 00
0432698272 09 05/01/01 0
107802 O 04/01/31
0
4540690 E22/G01 F 350,000.00 T
360 350,000.00 1
7.625 2,477.28 56
7.375 2,477.28
TRUCKEE CA 96161 1 03/20/01 00
0412475832 03 05/01/01 0
0412475832 O 04/01/31
0
4543419 624/G01 F 440,000.00 ZZ
360 440,000.00 1
7.750 3,152.21 80
7.500 3,152.21
SEVERANCE CO 80546 2 03/29/01 00
0432700441 03 05/01/01 0
73013910783F O 04/01/31
0
4546447 964/G01 F 326,250.00 ZZ
360 326,250.00 1
7.375 2,253.33 75
7.125 2,253.33
EL CERRITO CA 94530 5 03/15/01 00
0432689610 05 05/01/01 0
99841 O 04/01/31
0
4546963 E82/G01 F 352,800.00 ZZ
360 352,800.00 1
7.375 2,436.70 72
7.125 2,436.70
PLEASANTON CA 94566 2 03/21/01 00
0400400669 05 05/01/01 0
3698482 O 04/01/31
0
4546965 E82/G01 F 316,000.00 ZZ
360 316,000.00 1
7.750 2,263.86 80
7.500 2,263.86
1
LIVERMORE CA 94550 2 03/23/01 00
0400394938 03 05/01/01 0
0400394938 O 04/01/31
0
4546969 E82/G01 F 296,000.00 ZZ
360 296,000.00 1
7.625 2,095.07 80
7.375 2,095.07
TRACY CA 95377 2 03/22/01 00
0400398046 05 05/01/01 0
0400398046 O 04/01/31
0
4546975 E82/G01 F 360,000.00 ZZ
360 360,000.00 1
7.625 2,548.06 80
7.375 2,548.06
LITCHFIELD AZ 85340 2 03/22/01 00
0400398624 05 05/01/01 0
3693524 O 04/01/31
0
4551048 696/G01 F 420,000.00 ZZ
360 420,000.00 1
7.500 2,936.70 79
7.250 2,936.70
MCLEAN VA 22101 2 03/23/01 00
0432679637 05 05/01/01 0
32201091 O 04/01/31
0
4556335 227/G01 F 387,000.00 BB
360 386,746.84 1
8.125 2,873.47 44
7.875 2,873.47
SAN FRANCISCO CA 94110 2 02/16/01 00
0432692655 05 04/01/01 0
1909548 O 03/01/31
0
4559298 696/G01 F 243,150.00 ZZ
360 243,150.00 1
7.750 1,741.96 80
7.500 1,741.96
FORT WASHINGTON MD 20744 1 03/28/01 00
0432681153 03 05/01/01 0
25401066 O 04/01/31
0
1
4560390 E22/G01 F 120,000.00 ZZ
360 120,000.00 1
7.625 849.35 93
7.375 849.35
SATSUMA AL 36572 2 03/26/01 04
0412420499 05 05/01/01 30
0412420499 O 04/01/31
0
4564142 G52/G01 F 340,800.00 T
360 340,800.00 1
7.250 2,324.86 80
7.000 2,324.86
TUCSON AZ 85718 1 03/19/01 00
0432686830 03 05/01/01 0
99007543 O 04/01/31
0
4568140 E22/G01 F 420,000.00 ZZ
360 420,000.00 1
7.625 2,972.73 80
7.375 2,972.73
SAN LEANDRO CA 94577 2 03/22/01 00
0412441966 05 05/01/01 0
0412441966 O 04/01/31
0
4568145 E22/G01 F 320,000.00 ZZ
360 320,000.00 1
7.500 2,237.49 69
7.250 2,237.49
CASTRO VALLEY CA 94552 2 03/26/01 00
0412448946 05 05/01/01 0
0412448946 O 04/01/31
0
4568146 E22/G01 F 656,000.00 ZZ
360 656,000.00 1
7.625 4,643.13 64
7.375 4,643.13
LAFAYETTE CA 94549 2 03/23/01 00
0412452765 03 05/01/01 0
0412452765 O 04/01/31
0
4574056 696/G01 F 650,000.00 ZZ
360 650,000.00 1
1
7.375 4,489.39 80
7.125 4,489.39
CHEVY CHASE MD 20815 1 03/30/01 00
0432682912 05 05/01/01 0
25601038 O 04/01/31
0
4574612 696/G01 F 346,000.00 ZZ
360 346,000.00 1
7.375 2,389.74 79
7.125 2,389.74
WOODSTOCK MD 21163 2 03/28/01 00
0432683589 05 05/01/01 0
30101041 O 04/01/31
0
4576944 E82/G01 F 287,200.00 ZZ
360 287,200.00 1
7.750 2,057.54 76
7.500 2,057.54
HOLLISTER CA 95023 2 03/27/01 00
0400403838 03 05/01/01 0
3285973 O 04/01/31
0
4576945 E82/G01 F 320,000.00 ZZ
360 320,000.00 1
7.375 2,210.16 80
7.125 2,210.16
PHOENIX AZ 85310 2 03/29/01 00
0400408993 03 05/01/01 0
0400408993 O 04/01/31
0
4579904 286/286 F 344,000.00 ZZ
360 343,581.74 1
8.500 2,645.06 74
8.250 2,645.06
CREVE COEUR MO 63141 2 01/04/01 00
224368 05 03/01/01 0
224368 O 02/01/31
0
4580953 286/286 F 700,000.00 ZZ
360 697,903.68 1
8.625 5,444.53 74
8.375 5,444.53
KINNELON NJ 07405 1 10/13/00 00
0009559627 05 12/01/00 0
1
0009559627 O 11/01/30
0
4583796 956/G01 F 463,000.00 ZZ
360 463,000.00 1
7.500 3,237.36 80
7.250 3,237.36
PARK CITY UT 84098 2 03/14/01 00
0432690261 05 05/01/01 0
1000002765 O 04/01/31
0
4584443 665/G01 F 330,000.00 ZZ
360 330,000.00 1
7.875 2,392.73 75
7.625 2,392.73
MISSION VIEJO CA 92692 1 03/23/01 00
0432692903 03 05/01/01 0
88100465 O 04/01/31
0
4590411 696/G01 F 288,000.00 ZZ
360 288,000.00 1
8.000 2,113.24 80
7.750 2,113.24
WASHINGTON DC 20009 1 03/30/01 00
0432690493 05 05/01/01 0
32601078 O 04/01/31
0
4593552 G75/G75 F 336,000.00 ZZ
360 336,000.00 1
7.750 2,407.15 80
7.500 2,407.15
BRENTWOOD TN 37027 2 03/28/01 00
04290057 05 05/01/01 0
04290057 O 04/01/31
0
4593553 G75/G75 F 300,000.00 ZZ
360 299,782.86 1
7.625 2,123.39 79
7.375 2,123.39
GENEVA IL 60134 1 03/05/01 00
04284698 05 04/01/01 0
04284698 O 03/01/31
0
1
4593554 G75/G75 F 338,900.00 ZZ
360 338,900.00 1
7.500 2,369.64 70
7.250 2,369.64
PURCELLVILLE VA 20132 2 03/26/01 00
04307129 05 05/01/01 0
04307129 O 04/01/31
0
4593555 G75/G75 F 298,300.00 ZZ
360 298,089.46 1
7.750 2,137.06 94
7.500 2,137.06
COOKSVILLE MD 21723 1 02/28/01 14
04179532 03 04/01/01 30
04179532 O 03/01/31
0
4593556 G75/G75 F 394,850.00 ZZ
360 392,980.45 1
7.625 2,794.73 77
7.375 2,794.73
PRINCETON NJ 08540 2 02/26/01 00
04280652 05 04/01/01 0
04280652 O 03/01/31
0
4593557 G75/G75 F 350,000.00 ZZ
360 349,740.24 1
7.500 2,447.26 80
7.250 2,447.26
WEST FRIENDSHIP MD 21794 1 02/28/01 00
04271956 05 04/01/01 0
04271956 O 03/01/31
0
4593559 G75/G75 F 330,750.00 ZZ
360 330,750.00 1
7.750 2,369.54 74
7.500 2,369.54
WARWICK NY 10990 5 03/15/01 00
04023684 05 05/01/01 0
04023684 O 04/01/31
0
4598786 696/G01 F 752,200.00 ZZ
360 752,200.00 1
7.625 5,324.02 58
7.375 5,324.02
1
LEESBURG VA 20176 2 03/30/01 00
0432698652 05 05/01/01 0
24001049 O 04/01/31
0
4602961 E82/G01 F 307,500.00 ZZ
360 307,500.00 1
7.500 2,150.08 78
7.250 2,150.08
BETHESDA MD 20817 2 03/30/01 00
0400399309 05 05/01/01 0
3471047 O 04/01/31
0
4617350 286/286 F 636,000.00 ZZ
360 635,573.26 1
8.000 4,666.74 80
7.750 4,666.74
PARADISE VALLEY AZ 85253 1 02/23/01 00
0232134 05 04/01/01 0
0232134 O 03/01/31
0
TOTAL NUMBER OF LOANS : 665
TOTAL ORIGINAL BALANCE : 259,441,645.97
TOTAL PRINCIPAL BALANCE : 258,984,909.19
TOTAL ORIGINAL P+I : 1,844,174.87
TOTAL CURRENT P+I : 1,844,174.87
***************************
* END OF REPORT *
***************************
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
(Available Upon Request)
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
4503074 "$325,220.00 " 0.06845 0.022142857 "$7,201.30 "
4498371 "$355,000.00 " 0.06845 0.022142857 "$7,860.71 "
4526576 "$544,435.42 " 0.06845 0.022142857 "$12,055.36 "
4526579 "$398,695.62 " 0.06845 0.022142857 "$8,828.26 "
4526589 "$591,549.53 " 0.06845 0.022142857 "$13,098.60 "
4526597 "$630,000.00 " 0.06845 0.022142857 "$13,950.00 "
4526602 "$404,000.00 " 0.06845 0.022142857 "$8,945.71 "
4526606 "$370,000.00 " 0.06845 0.022142857 "$8,192.86 "
4526611 "$350,000.00 " 0.06845 0.022142857 "$7,750.00 "
4526649 "$368,000.00 " 0.06845 0.022142857 "$8,148.57 "
4526630 "$335,000.00 " 0.06845 0.022142857 "$7,417.86 "
4526633 "$650,000.00 " 0.06845 0.022142857 "$14,392.86 "
4526635 "$430,000.00 " 0.06845 0.022142857 "$9,521.43 "
4526640 "$439,665.20 " 0.06845 0.022142857 "$9,735.44 "
4445904 "$359,719.17 " 0.0697 0.004285714 "$1,541.65 "
4368009 "$451,647.39 " 0.0697 0.004285714 "$1,935.63 "
4354395 "$287,775.33 " 0.0697 0.004285714 "$1,233.32 "
4445822 "$285,077.44 " 0.0697 0.004285714 "$1,221.76 "
4445820 "$295,769.09 " 0.0697 0.004285714 "$1,267.58 "
4445811 "$368,712.15 " 0.0697 0.004285714 "$1,580.19 "
4445804 "$372,709.02 " 0.0697 0.004285714 "$1,597.32 "
4463064 "$375,000.00 " 0.0697 0.004285714 "$1,607.14 "
4436053 "$349,452.27 " 0.0697 0.004285714 "$1,497.65 "
4479336 "$329,350.00 " 0.0697 0.004285714 "$1,411.50 "
4433494 "$347,500.00 " 0.0697 0.004285714 "$1,489.29 "
4428686 "$330,000.00 " 0.0697 0.004285714 "$1,414.29 "
4411499 "$369,511.52 " 0.0697 0.004285714 "$1,583.62 "
4392807 "$300,000.00 " 0.0697 0.004285714 "$1,285.71 "
4386614 "$511,600.59 " 0.0697 0.004285714 "$2,192.57 "
4383270 "$302,000.00 " 0.0697 0.004285714 "$1,294.29 "
4445690 "$566,557.69 " 0.0697 0.004285714 "$2,428.10 "
4524422 "$354,950.00 " 0.0697 0.004285714 "$1,521.21 "
4526621 "$639,200.00 " 0.0697 0.004285714 "$2,739.43 "
4526619 "$327,000.00 " 0.0697 0.004285714 "$1,401.43 "
4526608 "$539,599.24 " 0.0697 0.004285714 "$2,312.57 "
4526642 "$400,000.00 " 0.0697 0.004285714 "$1,714.29 "
4526592 "$411,694.23 " 0.0697 0.004285714 "$1,764.40 "
4526590 "$599,327.21 " 0.0697 0.004285714 "$2,568.55 "
4471598 "$161,000.00 " 0.0697 0.004285714 $690.00
4531820 "$641,000.00 " 0.0697 0.004285714 "$2,747.14 "
4468851 "$479,248.84 " 0.0697 0.004285714 "$2,053.92 "
4564142 "$340,800.00 " 0.0697 0.004285714 "$1,460.57 "
4534735 "$379,000.00 " 0.0697 0.004285714 "$1,624.29 "
4305643 "$299,250.00 " 0.0697 0.004285714 "$1,282.50 "
4483934 "$439,000.00 " 0.0697 0.004285714 "$1,881.43 "
4479508 "$366,600.00 " 0.0697 0.004285714 "$1,571.14 "
4473128 "$289,723.81 " 0.0697 0.004285714 "$1,241.67 "
4516316 "$550,000.00 " 0.0697 0.004285714 "$2,357.14 "
4526652 "$436,800.00 " 0.0697 0.004285714 "$1,872.00 "
"$20,048,140.76 " "$196,484.28 "
-1-
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates and the Senior Percentage, after giving effect to the
amounts distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Sub-Servicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution
Date and the Pass- Through Rate with respect to the Class A-V
Certificates and each Subclass, if any, thereof;
-1-
(xiii) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the related Senior Accelerated Distribution Percentage and
Lockout Percentage applicable to such distribution;
(xvi) the related Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such
Distribution Date;
(xviii)the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty 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) the Accrual Distribution Amount for such Distribution Date.
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.
The Trustee's internet website will initially be located at
xxxx://xxx.xxx.xxxxxxx.xxx. To receive this statement via first class mail,
telephone the Trustee at (000) 000-0000.
-2-
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF APRIL 1, 2001
EXECUTION COPY
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STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2001
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
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TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................1
Section 1.02 Use of Words and Phrases..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..........................................30
Section 2.02 Acceptance by Trustee.................................................36
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................37
Section 2.04 Representations and Warranties of Sellers.............................39
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I.......................................40
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
Acceptance by the Trustee.............................................41
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.............41
Section 2.08 Purposes and Powers of the Trust......................................41
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer....................................41
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.................43
Section 3.03 Successor Subservicers................................................44
Section 3.04 Liability of the Master Servicer......................................44
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................45
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......45
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................45
Section 3.08 Subservicing Accounts; Servicing Accounts.............................48
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................49
Section 3.10 Permitted Withdrawals from the Custodial Account......................49
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................51
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Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................54
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................55
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................59
Section 3.16 Servicing and Other Compensation; Compensating Interest...............60
Section 3.17 Reports to the Trustee and the Company................................61
Section 3.18 Annual Statement as to Compliance.....................................61
Section 3.19 Annual Independent Public Accountants' Servicing Report...............62
Section 3.20 Rights of the Company in Respect of the Master Servicer...............62
Section 3.21 Administration of Buydown Funds.......................................62
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................63
Section 4.02 Distributions.........................................................64
Section 4.03 Statements to Certificateholders......................................64
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................65
Section 4.05 Allocation of Realized Losses.........................................66
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........66
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................66
Section 4.08 Surety Bond...........................................................67
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates......................................................67
Section 5.02 Registration of Transfer and Exchange of Certificates.................69
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................75
Section 5.04 Persons Deemed Owners.................................................75
Section 5.05 Appointment of Paying Agent...........................................76
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.........77
Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.................77
Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others
.....................................................................78
Section 6.04 Company and Master Servicer Not to Resign.............................79
ARTICLE VII
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DEFAULT
Section 7.01 Events of Default.....................................................79
Section 7.02 Trustee or Company to Act; Appointment of Successor...................81
Section 7.03 Notification to Certificateholders....................................82
Section 7.04 Waiver of Events of Default...........................................82
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................83
Section 8.02 Certain Matters Affecting the Trustee.................................84
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................86
Section 8.04 Trustee May Own Certificates..........................................86
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...86
Section 8.06 Eligibility Requirements for Trustee..................................87
Section 8.07 Resignation and Removal of the Trustee................................88
Section 8.08 Successor Trustee.....................................................89
Section 8.09 Merger or Consolidation of Trustee....................................89
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................89
Section 8.11 Appointment of Custodians.............................................90
Section 8.12 Appointment of Office or Agency.......................................91
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
91
Section 9.02 Additional Termination Requirements...................................94
Section 9.03 Termination of Multiple REMICs........................................95
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................................95
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......99
Section 10.03 Designation of REMIC(s)...............................................99
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................99
Section 11.02 Recordation of Agreement; Counterparts...............................102
Section 11.03 Limitation on Rights of Certificateholders...........................102
Section 11.04 Governing Law........................................................103
Section 11.05 Notices..............................................................103
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Section 11.06 Required Notices to Rating Agency and Subservicer....................103
Section 11.07 Severability of Provisions...........................................104
Section 11.08 Supplemental Provisions for Resecuritization.........................104
Section 11.09 Allocation of Voting Rights..........................................105
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
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This is the Standard Terms of Pooling and Servicing Agreement, dated as
of April 1, 2001 (the "Standard Terms", and as incorporated by reference into a
Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: As defined in the Series Supplement.
Accrual Certificates: As defined in the Series Supplement.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
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Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
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Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Curtailments, 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 Principal Prepayments in Full made after the related Prepayment Period, and
(ii) payments which represent early receipt of scheduled payments of principal
and interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form
3
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to the second
paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn
by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount
shall be determined separately for each Loan Group. Additionally, with respect
to any Mortgage Pool that is comprised of two or more Loan Groups, if on any
Distribution Date Compensating Interest provided pursuant to Section 3.16(e) is
less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in
connection with Principal Prepayments in Full received during the related
Prepayment Period and Curtailments made in the prior calendar month, 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 such 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
4
Mortgage Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
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.
5
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
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.
6
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 and Curtailments during the prior
calendar month and included in the Available Distribution Amount for such
Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of
the Stated Principal Balance of the Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and 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; 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.
7
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.
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.
8
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
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: As defined in the Series Supplement.
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.
9
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
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
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).
10
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
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;
11
(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.
Xxxxxx Xxx: 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.
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.
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.
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.
Freddie Mac: 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.
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.
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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.
Initial Notional Amount: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
Initial Subordinate Class Percentage: As defined in the Series Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)), to the extent such proceeds are payable to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: As defined in the Series Supplement.
Interest Only Certificates: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
Interim Certification: As defined in Section 2.02.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
13
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
MLCC: Xxxxxxx Xxxxx Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
14
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Xxxxx'x 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.
15
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO
16
Disposition and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations
17
of a domestic branch of a foreign depository institution or trust
company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is
the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Xxxxx'x, 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 Xxxxx'x and either A-1 by Standard
& Poor's, P-1 by Xxxxx'x 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
18
description pledged by Combined Collateral LLC as security in respect of any
Realized Losses in connection with such Mortgage Loan up to the Pledged Amount
for such Mortgage Loan, and any related collateral, or such other collateral as
may be set forth in the Series Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to any
Series, this Standard Terms together with the related Series Supplement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the portion of the
related Prepayment Period that falls during the prior calendar month, 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 month 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 and Principal Prepayment
in Full, the period commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.
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).
19
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 that is made by the Mortgagor.
Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the Due Date in the Due Period related to the Distribution Date
occurring in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
20
(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
(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,
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(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
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.
22
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.
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.
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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:
(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%
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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 Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall
be 100%, or, if the Mortgage Pool is comprised of two or more Loan
Groups, for any Distribution Date on which the weighted average of the
Senior Percentages for each Loan Group, weighted on the basis of the
Stated Principal Balances of the Mortgage Loans in the related Loan
Group, exceeds the weighted average of the initial Senior Percentages
(calculated on such basis) for each Loan Group, each of the Senior
Accelerated Distribution Percentages for such Distribution Date will
equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
25
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
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 XxXxxx-Xxxx
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
26
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.
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,
27
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.
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
28
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.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, provided that, for purposes solely of the
restrictions on the transfer of residual interests, no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States Person unless all persons that own an
interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are required by the
applicable operating agreement to be United States Persons, any state thereof,
or the District of Columbia (except in the case of a partnership, to the extent
provided in Treasury regulations) or any political subdivision thereof, or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
29
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
30
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed
31
UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in connection
with any Mortgage Loan, if the Company cannot deliver the original of the
Mortgage, any assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
because of (i) a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation
32
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim Certification issued
by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, within 30 Business Days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Company to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Company further agrees that it will
not, and will not permit the Master Servicer to, and the Master Xxxxxxxx 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;
33
(b) the conveyance provided for in Section 2.01 shall be deemed to be, and
hereby is, (1) a grant by the Company to the Trustee of a security interest in
all of the Company's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to any and all
general intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property and other property of whatever kind or
description now existing or hereafter acquired consisting of, arising from or
relating to any of the following: (A) the Mortgage Loans, including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative
Lease, (ii) with respect to each Mortgage Loan other than a Cooperative Loan,
the related Mortgage Note and Mortgage, and (iii) any insurance policies and all
other documents in the related Mortgage File, (B) all amounts payable pursuant
to the Mortgage Loans in accordance with the terms thereof, (C) any
Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction as in effect (including,
without limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents of, or persons holding for (as applicable) the
Trustee for the purpose of perfecting such security interest under applicable
law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation
34
and filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Company, (3) any transfer
of any interest of Residential Funding or the Company in any Mortgage Loan or
(4) any transfer of any interest of Residential Funding or the Company in any
Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
35
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)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above
(except that for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank) and declares that it, or a Custodian as its agent, holds and
will hold such documents and the other documents constituting a part of the
Mortgage Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Pledged Assets, Additional Collateral
and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust
for the use and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
as supplemented, that have been conveyed to it, and to deliver to the Trustee a
certificate (the "Interim Certification") to the effect that all documents
required to be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. Upon delivery of the Mortgage Files by
the Company or the Master Servicer, the Trustee shall acknowledge receipt (or,
with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related
36
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Seller or its designee or the
Subservicer or its designee, as the case may be, any Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust
Fund. In furtherance of the foregoing, if the Subservicer or Seller that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Seller and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations. It is understood and agreed that the obligation of the Seller or
the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan as
to which a material and adverse defect in or omission of a constituent document
exists shall constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of the
Certificateholders.
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
37
would materially and adversely affect the condition (financial or
other) or operations of the Master Servicer or its properties or
might have consequences that would materially adversely affect
its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
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.
38
(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's rights under such Seller's Agreement relate to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement that have been assigned to the Trustee
pursuant to this Section 2.04 or of a breach of any of the representations and
warranties made in the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form if required pursuant to Section
2.01, and such other documents and agreements as are required by Section 2.01,
with the Mortgage Note endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and will be retained
by the Master Servicer and remitted by the Master Servicer to Residential
Funding on the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution
39
of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential Funding's rights in respect of such representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the Trustee's right, title and
interest in respect of the Seller's Agreement and the Assignment Agreement
applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I.
As provided in Section 2.05 of the Series Supplement.
40
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 Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in the
following activities:
(a) to sell the Certificates to the Company in exchange for the Mortgage
Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities.
Notwithstanding the provisions of Section 11.01, the trust shall not engage in
any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Certificate is
outstanding, and this Section 2.08 may not be amended, without the consent of
the Certificateholders evidencing a majority of the aggregate Voting Rights of
the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and
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deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re- recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the
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purpose of calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement insofar as the Company's rights with respect to such obligation has
been assigned to the Trustee hereunder, to the extent that the non-performance
of any such Seller's obligation would have a material and adverse effect on a
Mortgage Loan, including, without limitation, the obligation to purchase a
Mortgage Loan on account of defective documentation, as
43
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,
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.
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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.
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
45
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):
(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
46
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
(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
47
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.
(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).
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(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
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:
49
(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, any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b),
and any amounts paid by a Mortgagor in connection with a
Principal Prepayment in Full in respect of interest for any
period during the calendar month in which such Principal
Prepayment in Full is to be distributed to the
Certificateholders;
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person,
as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required to be
distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c)
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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
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
51
had knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus
52
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 Xxxxxx Xxx or Freddie Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Xxx or Freddie Mac. 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).
53
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer shall not be
required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up date under
the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan,
54
such release will not (based on the Master Servicer's or Subservicer's good
faith determination) adversely affect the collectability of the Mortgage Loan.
Upon receipt of appropriate instructions from the Master Servicer in accordance
with the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
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
55
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.
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
56
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 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
57
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 as soon as practicable, giving due consideration to the interests of
the Certificateholders, but in all cases 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.
(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
58
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.
(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
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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.
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(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid
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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) and 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. 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) and (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).
Section 3.17 Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18 Annual Statement as to Compliance.
The Master Servicer will deliver to the Company, the Trustee and any
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage
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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.
Section 3.20 Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon re