SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of October 1, 1999, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1999-S21)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-72493 75-2006294
(State or Other Jurisdic(Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Series Supplement, dated as of October 1, 1999, to the Standard
Terms of Pooling and Servicing Agreement, dated as of August 1, 1999, among
Residential Funding Mortgage Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and Bank One, National Association, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated:November 5, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: November 5, 1999
<PAGE>
EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
Dated as of October 1, 1999,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S21
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01 Definitions............................................................3
Section 1.02 Use of Words and Phrases..............................................14
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)
.....................................................................15
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
.....................................................................15
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................15
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
Terms)................................................................17
Section 2.05 Execution and Authentication of Certificates..........................17
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer (See Section 3.01 of the Standard Terms)
19
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations (See Section 3.02 of
the Standard Terms)...................................................19
Section 3.03 Successor Subservicers (See Section 3.03 of the Standard Terms).......19
Section 3.04 Liability of the Master Servicer (See Section 3.04 of the Standard Terms)
.....................................................................19
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders (See Section 3.05 of the Standard Terms)...........19
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee (See
Section 3.06 of the Standard Terms)...................................19
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account (See Section 3.07 of the Standard Terms)......................19
Section 3.08 Subservicing Accounts; Servicing Accounts (See Section 3.08 of the
Standard Terms).......................................................19
<PAGE>
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans (See Section 3.09 of the Standard Terms)........................19
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................19
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage (See
Section 3.12 of the Standard Terms)...................................19
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments (See Section 3.13 of the Standard Terms)
19
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................19
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................20
Section 3.17 Reports to the Trustee and the Company (See Section 3.17 of the Standard
Terms)...............................................................20
Section 3.18 Annual Statement as to Compliance.....................................20
Section 3.19 Annual Independent Public Accountants' Servicing Report...............20
-------------------------------------------------------
Section 3.20 Rights of the Company in Respect of the Master Servicer (See Section 3.20
of the Standard Terms)................................................21
Section 3.21 Administration of Buydown Funds.......................................21
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)
.....................................................................22
Section 4.02 Distributions.........................................................22
Section 4.03 Statements to Certificateholders.
.....................................................................31
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................32
Section 4.05 Allocation of Realized Losses.........................................33
-----------------------------
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)
.....................................................................35
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms)
.....................................................................35
Section 4.08 Reserve Fund..........................................................35
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates (See Section 5.01 of the Standard Terms).............36
Section 5.02 Registration of Transfer and Exchange of Certificates (See Section 5.02 of
the Standard Terms)...................................................36
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates (See Section 5.03 of the
Standard Terms).......................................................36
<PAGE>
Section 5.04 Persons Deemed Owners.................................................36
Section 5.05 Appointment of Paying Agent (See Section 5.05 of the Standard Terms)
.....................................................................36
Section 5.06 Optional Purchase of Certificates.....................................36
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans
...............................................42
Section 9.02 Additional Termination Requirements (See Section 9.02 of the Standard
Terms.................................................................44
Section 9.03 Termination of Multiple REMICs (See Section 9.03 of the Standard Terms)
--------------------------------------------------------------------- 44
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)
.....................................................................45
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)
.....................................................................45
Section 10.03 Designation of REMIC(s)...............................................45
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........45
Section 10.05 Compliance with Withholding Requirements..............................46
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
.....................................................................47
<PAGE>
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
Terms)
.....................................................................47
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms)
.....................................................................47
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)
.....................................................................47
Section 11.05 Notices...............................................................47
Section 11.06 Required Notices to Rating Agency and Subservicer.
.....................................................................48
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
.....................................................................49
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms).......................................................49
Section 11.09 Allocation of Voting Rights...........................................49
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section
12.01 Rights of the Certificate Insurer To Exercise Rights of Insured
Certificateholders....................................................50
Section 12.02 Claims Upon the Certificate Policy; Certificate Insurance Account.....50
Section 12.03 Effect of Payments by the Certificate Insurer; Subrogation............51
Section 12.04 Notices and Information to the Certificate Insurer....................52
Section 12.05 Trustee to Hold Certificate Policy....................................52
Section 12.06 Ratings...............................................................52
Section 12.07 Third Party Beneficiary...............................................52
</TABLE>
<PAGE>
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of August 1, 1999
Exhibit Five: Certificate Policy of MBIA Insurance Corporation
<PAGE>
This is a Series Supplement, dated as of October 1, 1999 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of August 1, 1999 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee)".
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as one or more real
estate mortgage investment conduits (each, a "REMIC") for federal income tax
purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. 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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<PAGE>
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate
Initial
Pass- Certificate Standard & Minimum
Through Principal Maturity Poor's/ Denominations
Designation Rate Balance Features1 Date Fitch IBCA 2
Class A-1 7.00% $154,618,000.00 Senior October 25, 2029 AAA/AAA $25,000
<S> <C> <C> <C> <C> <C> <C>
Class A-2 6.75% $ 21,610,000.00 Senior October 25, 2029 AAA/AAA $25,000
Class A-3 7.25% $ 10,000,000.00 Senior/Retail/Insured October 25, 2029 AAA/AAA3 $1,000
Class A-4 7.25% $ 11,610,000.00 Senior/Retail October 25, 2029 AAA/AAA $1,000
Class A-5 7.00% $ 56,159,000.00 Senior October 25, 2029 AAA/AAA $25,000
Class A-6 7.00% $ 3,324,000.00 Senior/Retail October 25, 2029 AAA/AAA $1,000
Class A-7 7.00% $ 18,948,000.00 Senior/Accretion DirectOctober 25, 2029 AAA/AAA $25,000
Class A-8 7.00% $ 16,676,000.00 Senior/Accrual October 25, 2029 AAA/AAA $25,000
Class A-9 7.00% $ 32,838,000.00 Senior/Lockout October 25, 2029 AAA/AAA $25,000
Class A-P 0.00% $ 1,666,998.16 Principal Only October 25, 2029 AAAr/AAA $25,000
Class A-V Variable Rate$ 0.00 Variable Strip October 25, 2029 AAAr/AAA 20%
Class R 7.00% $ 100.00 Residual/Senior October 25, 2029 AAA/AAA 20%
Class M-1 7.00% $ 7,334,100.00 Mezzanine October 25, 2029 N/A/AA $25,000
Class M-2 7.00% $ 2,558,200.00 Mezzanine October 25, 2029 N/A/A $250,000
Class M-3 7.00% $ 1,364,400.00 Mezzanine October 25, 2029 N/A/BBB $250,000
Class B-1 7.00% $ 1,023,300.00 Subordinate October 25, 2029 N/A/BB $250,000
Class B-2 7.00% $ 682,200.00 Subordinate October 25, 2029 N/A/B $250,000
Class B-3 7.00% $ 682,244.52 Subordinate October 25, 2029 N/A $250,000
</TABLE>
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $341,094,542.68.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
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1 The Class A-1 through Class A-9 Certificates and Class M Certificates shall
be Book-Entry Certificates. The Class A-P, Class A-V, Class R and Class B
Certificates shall be delivered to the holders thereof in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable) and
integral multiples of $1 (or $1,000 in the case of the Class A-3, Class
A-4, Class A-6, 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 contain an uneven multiple of $1,000 shall be
issued in a denomination equal to the sum of the related minimum
denomination set forth above and such uneven multiple for such Class or the
sum of such denomination and an integral multiple of $1,000. 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 Class R Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than
0.01%.
3The ratings on the Class A-3 Certificates have been determined without regard
to the Certificate Policy issued by the Certificate Insurer.
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<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: Any one of the Class A-7 Certificates.
Accretion Termination Date: The earliest to occur of (i) the
Distribution Date on which the Certificate Principal Balance of the Accretion
Directed Certificates has been reduced to zero; and (ii) the Credit Support
Depletion Date.
Accrual Certificates: Any one of the Class A-8 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 Accrual Certificates for such date, to the
extent added to the Certificate Principal Balance thereof pursuant to Section
4.02(b)(ii).
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans (to the
extent not offset by (x) the Master Servicer with a payment of
Compensating Interest as provided in Section 3.16 or (y) a
Reserve Fund Withdrawal),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans which remained unreimbursed following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property or (B)
made with respect to delinquencies that were ultimately
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<PAGE>
determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding sentence that are allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
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)
$124,276 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Pledged Asset Mortgage
Loans) having a Loan-to-Value Ratio at origination which exceeds
75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Pledged Asset Mortgage Loans) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months, of all Non-Primary Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number of all Non-Primary Residence Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary,
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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 1999-S21" and which must be an Eligible
Account.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, and, in respect of the Insured
Certificates, 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 Insurance Account: The account established pursuant to Section
12.02(b) of this Series Supplement.
Certificate Insurance Payment: Any payment made by the Certificate Insurer
with respect to any Insured Certificates under the Certificate Policy.
Certificate Insurer: MBIA Insurance Corporation, a stock insurance company
organized and created under the laws of the State of New York, and any
successors thereto, issuer of the Certificate Policy (No. 30590).
Certificate Insurer Default: The existence and continuance of a failure
by the Certificate Insurer to make a payment required under the Certificate
Policy in accordance with its terms.
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<PAGE>
Certificate Policy: The Certificate Guaranty Insurance Policy (No. 30590)
issued by the Certificate Insurer for the benefit of the Holders of any Insured
Certificates, including any endorsements thereto, attached hereto as Exhibit
Five.
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, however, that solely for
purposes of determining the Certificate Insurer's rights as
subrogee to the Insured Certificateholders, the Certificate
Principal Balance of any Insured Certificate shall be deemed to
not be reduced by any principal amounts paid to the Holder
thereof from Certificate Insurance Payments, unless such amounts
have been reimbursed to the Certificate Insurer pursuant to
Section 4.02(a)(xvi) or Section 4.02(e);
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-9, 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: October 28, 1999.
Commitment Letter: The letter , dated October 27, 1999, between the
Certificate Insurer and the Underwriter, relating to the Certificate Policy.
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<PAGE>
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1999-S21.
Cumulative Insurance Payments: As of any time of determination, the
aggregate of all Certificate Insurance Payments previously made by the
Certificate Insurer under the Certificate Policy minus the aggregate of all
payments previously made to the Certificate Insurer pursuant to Sections
4.02(a)(xvi) and 4.02(e) of this Series Supplement as reimbursement for
Certificate Insurance Payments.
Cut-off Date: October 1, 1999.
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.
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 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
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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: $401,231, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in November 1999, 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 the Class A-V Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass on such
date.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 2.15% Class B-1: 0.30%
Class M-2: 0.75% Class B-2: 0.20%
Class M-3: 0.40% Class B-3: 0.20%
Insured Certificates: Any one of the Class A-3 Certificates.
Insured Payment: With respect to any Insured Certificates and any
Distribution Date, as defined in the Certificate Policy.
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-9 Certificates.
Lockout Prepayment Percentage: For any Distribution Date occurring prior
to the Distribution Date in November 2004, 0%; for any Distribution Date
occurring after October 2004 but prior to November 2005, 30%; for any
Distribution Date occurring after October 2005 but prior to November 2006, 40%;
for any Distribution Date occurring after October 2006 but prior to November
2007, 60%; for any Distribution Date occurring after October 2007 but prior to
November 2008, 80%; and for any Distribution Date after October 2008, 100%.
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Lockout Scheduled Percentage: For any Distribution Date occurring prior to
the Distribution Date in November 2004, 0% and for any Distribution Date
thereafter, 100%.
Maturity Date: October 25, 2029, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the street address of the Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) including state and zip
code ("ADDRESS");
(c) the maturity of the Mortgage Note ("MATURITY DATE");
(d) the Mortgage Rate ("ORIG RATE");
(e) the Subservicer pass-through rate ("CURR NET");
(f) the Net Mortgage Rate ("NET MTG RT");
(g) the Pool Strip Rate ("STRIP");
(h) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(i) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(j) the Loan-to-Value Ratio at origination ("LTV");
(k) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at
which the Servicing Fee accrues ("MSTR SERV FEE");
(l) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that
the Mortgage Loan is secured by a second or vacation residence; and
(m) a code "N" under the column "OCCP CODE," indicating that the Mortgage
Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) of this Series Supplement. The
determination by the Master Servicer that it has made a Nonrecoverable Advance
or that any proposed Advance would constitute a Nonrecoverable Advance, shall be
evidenced by an Officers' Certificate delivered to the Company, the Trustee and
the Certificate Insurer.
Notional Amount: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass immediately prior to such date.
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Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-V and Class A-P 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 0.4414% per annum. With
respect to any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC
Regular Interests represented by such Subclass as of the Due Date in the related
Due Period, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans as of the day immediately preceding such Distribution Date
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and
are not entitled to Accrued Certificate Interest.
Prepayment Assumption: A prepayment assumption of 250% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
November 2004 (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 not discussed in clause (i) above
on which any Class of Subordinate Certificates are outstanding:
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
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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.
Related Classes: As to any Uncertificated REMIC Regular Interest, those
classes of Certificates identified as Related Classes of Certificates to such
Uncertificated REMIC Regular Interest in the definition of Uncertificated REMIC
Regular Interest.
Reserve Fund: Any one or more segregated trust accounts that are
Eligible Accounts, which shall be titled "Reserve Fund, Bank One, National
Association, as trustee for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1999-S21, Class A-3."
Reserve Fund Deposit: $9,398.
Reserve Fund Withdrawal: As defined in Section 4.08.
Senior Certificate: Any one of the Class A, Class A-V, Class A-P or
Class R Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed to the Standard Terms as
Exhibit A and Exhibit D.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior
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Certificates (other than the Class A-P Certificates) immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series 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.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,410,945 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 Cutoff
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
34.13% (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
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
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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
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 to the extent such collections
are not otherwise distributed to the Senior Certificates; (iii) the product of
(x) the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the Senior Certificates; (iv) if such Class is the
Class of Subordinate Certificates with the Highest Priority, any Excess
Subordinate Principal Amount for such Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a Class of
Subordinate Certificates minus (b) with respect to the Class of Subordinate
Certificates with the Lowest Priority, any Excess Subordinate Principal Amount
for such Distribution Date; provided, however, that the Subordinate Principal
Distribution Amount for any Class of Subordinate Certificates on any
Distribution Date such amount shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Trust Fund: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made pursuant to this Agreement,
consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan, 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
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC specifically excludes the
Reserve Fund, the Certificate Policy and the Certificate Insurance Account.
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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 of this Series
Supplement shall be allocated to the Uncertificated REMIC Regular Interests pro
rata in accordance with the amount of interest accrued with respect to each
related Uncertificated Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related Mortgage
Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).
Uncertificated REMIC Regular Interests: The 893 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.
Underwriter: PaineWebber Incorporated.
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%, except with respect to one
Mortgage Loan representing approximately 0.1% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off
Date, such Mortgage Loan is the subject of a Primary Insurance
Policy that insures that (a) at least 30% of the Stated Principal
Balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%, (b) at least 25% of such
balance if the Loan-to-Value Ratio is between 90.00% and 85.01%,
and (c) at least 12% of such balance if the Loan-to-Value Ratio
is between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force
and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
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(vi) No more than 0.8% 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) If the improvements securing a Mortgage Loan are in
a federally designated special flood hazard area, flood insurance
in the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) 7.43% of the Mortgage Loans were underwritten under a
reduced loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such Mortgage
Loan. No Mortgagor is a corporation or a partnership;
(xi) Approximately 0.1% of the Mortgage Loans are Buydown
Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged
Property as of the date the Mortgage Loan was originated was not
less than the appraised value of such property at the time of
origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of
origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
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(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvii) Two of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)Five of the Mortgage Loans representing
approximately 0.6% of the Mortgage Loans are Pledged Asset Loans
and none of the Mortgage Loans are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04
of the Standard Terms)
Section 2.05 Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby 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
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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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<TABLE>
<CAPTION>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
<S> <C> <C>
Section 3.01 Master Servicer to Act as Servicer (See Section 3.01 of the Standard Terms).
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations (See Section 3.02 of
the Standard Terms).
Section 3.03 Successor Subservicers (See Section 3.03 of the Standard Terms).
Section 3.04 Liability of the Master Servicer (See Section 3.04 of the Standard Terms).
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders (See Section 3.05 of the
Standard Terms).
Section 3.06 Assumption or Termination of Subservicing Agreements
by Trustee (See Section 3.06 of the Standard Terms).
Section 3.07 Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account (See Section 3.07 of the
Standard Terms).
Section 3.08 Subservicing Accounts; Servicing Accounts (See Section 3.08 of the
Standard Terms).
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage Loans (See Section 3.09 of the
Standard Terms).
Section 3.10 Permitted Withdrawals from the Custodial Account (See Section 3.10 of the
Standard Terms).
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder (See Section 3.11 of the Standard
Terms).
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage (See Section 3.12 of the Standard
Terms).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments (See Section
3.13 of the Standard Terms).
Section 3.14 Realization Upon Defaulted Mortgage Loans (See Section 3.14 of the
Standard Terms).
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Section 3.15 Trustee to Cooperate; Release of Mortgage Files (See Section 3.15 of the
Standard Terms).
Section 3.16 Servicing and Other Compensation; Compensating Interest. (See Section 3.16
of the Standard Terms)
Section 3.17 Reports to the Trustee and the Company (See Section 3.17 of the Standard
Terms).
Section 3.18 Annual Statement as to Compliance.
</TABLE>
The Master Servicer will deliver to the Company, the Trustee and the
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company, the Trustee and the Certificate Insurer 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
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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.
<TABLE>
<S> <C> <C>
Section 3.20 Rights of the Company in Respect of the Master Servicer (See Section 3.20
of the Standard Terms).
Section 3.21 Administration of Buydown Funds (See Section 3.21 of the Standard Terms).
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)
Section 4.02 Distributions.
</TABLE>
(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, to the Certificate Insurer, in the case of a
distribution pursuant to Section 4.02(a)(xvi) below, the amount required
to be distributed to the Certificate Insurer pursuant to Section
4.02(a)(xvi) below, and to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying
Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share
(which share (A) with respect to each Class of Certificates (other than
any Subclass of the Class A-V Certificates), shall be based on the
aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder or (B) with respect to any Subclass
of the Class A-V Certificates, shall be equal to the amount (if any)
distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount and, together
with, as to any Insured Certificate, any Reserve Fund Withdrawal
pursuant to Section 4.08 of this Series Supplement and any Insured
Payment pursuant to Section 12.02 of this Series Supplement:
(i) to the Senior Certificates (other than the Class A-P
Certificates and, on and prior to the Accretion Termination Date,
the Class A-8 Certificates to the extent of the Accrual
Distribution Amount) on a pro rata basis based on Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, Accrued Certificate Interest on such
Classes of Certificates (or Subclasses, if any, with respect to
the Class A-V Certificates) for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last
paragraph of this Section 4.02(a); and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
of this Series Supplement); 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) through (e),
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the sum of the following (applied to reduce the Certificate
Principal Balances of such Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
the Standard Terms) pursuant to Sections 2.02, 2.04
or 4.07 of the Standard Terms and Section 2.03 of
the Standard Terms and this Series Supplement, and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.04 of the Standard Terms or Section 2.03
of the Standard Terms and this Series Supplement,
during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to each
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or
deemed to have been so received in accordance with
Section 3.07(b) of the Standard Terms) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than
the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment
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Period (or was deemed to have occurred during such period
in accordance with Section 3.07(b) of the Standard Terms)
and did not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (a)
the Senior Percentage for such Distribution Date times the
Stated Principal Balance of such Mortgage Loan (other than
the related Discount Fraction of such Stated Principal
Balance, with respect to each Discount Mortgage Loan) and
(b) the Senior Accelerated Distribution Percentage for
such Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 of the Standard Terms (in each case other than the
portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C)
of this Series Supplement);
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
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(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) of this Series Supplement are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) of this Series Supplement are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv)of
this Series Supplement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the 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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<PAGE>
(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 Certificate Insurer, as subrogee of the
Insured Certificateholders, an amount necessary to reimburse the
Certificate Insurer for claims paid under the Certificate Policy,
to the extent of Cumulative Insurance Payments on the Insured
Certificates;
(xvii) to the Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
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<PAGE>
(xviii)to the Class R Certificates, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) first, to the Class A-P Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an
amount (the "Class A-P Principal Distribution Amount") equal to
the aggregate of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section 3.07(b) of the
Standard Terms) of Discount Mortgage Loans (or, in the
case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited
in the Custodial Account in connection with such
substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Mortgage Loan to the extent applied as
recoveries of principal;
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(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any Class A-P Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Accrual Distribution Amount
shall be distributed to the Class A-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(iii) the Senior Principal Distribution Amount shall be
distributed to the Lockout Certificates in reduction of the
Certificate Principal Balance thereof, in an amount equal to the
sum of the following:
(A) the Lockout Scheduled Percentage of the Lockout
Certificates' pro rata share (based on the Certificate
Principal Balance thereof relative to the aggregate
Certificate Principal Balance of all classes of
Certificates (other than the Class A-P Certificates)) of
the aggregate of the collections described in clauses
(ii)(Y)(A), (B) and (E) of Section 4.02(a) of this Series
Supplement without application of the Senior Percentage
and Senior Accelerated Distribution Percentage; and
(B) the Lockout Prepayment Percentage of the
Lockout Certificates' pro rata share (based on the
Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all classes of
Certificates (other than the Class A-P Certificates)) of
the aggregate of the collections described in clause
(ii)(Y)(C) of Section 4.02(a) of this Series Supplement
without application of the Senior Accelerated Distribution
Percentage;
provided that, if the aggregate of the amounts set forth in
clauses (ii)(Y)(A), (B), (C) and (E) of Section 4.02(a) is more
than the balance of the Available Distribution Amount remaining
after the Senior Interest Distribution Amount and the Class A-P
Principal Distribution Amount have been distributed, the amount
paid to the Lockout Certificates pursuant to this clause (iii)
shall be reduced by an amount equal to the Lockout Certificates'
pro rata share (based on the aggregate Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of the Senior Certificates (other than the Class A-P
Certificates)) of such difference;
(iv) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clause (iii) above shall be distributed to the
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Class R Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(v) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) and (iv) above shall be distributed concurrently as
follows, until the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero:
(A) 76.9236127004% to the Class A-1 Certificates; and
(B) 23.0763872996% to the Class A-5 Certificates;
(vi) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (v) above shall be distributed
concurrently, on a pro rata basis, to the Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero;
(vii) 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) 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; and
(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 to the
Lockout Certificates, until the Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Senior Certificates
(other than the Class A-P Certificates) will be disregarded, and (i) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of the Discount Mortgage Loans will be distributed to the Class
A-P Certificates, (ii) the Senior Principal Distribution Amount will be
distributed to the remaining Senior Certificates (other than the Class
A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, and (iii) the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support
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Depletion Date, the Senior Certificates (other than the Class A-P
Certificates) will be entitled to no further distributions of principal
thereon and the Available Distribution Amount will be paid solely to the
holders of the Class A-P, Class A-V and Subordinate Certificates, in
each case as described herein.
(e) In addition to the foregoing distributions, with respect to
any Mortgage Loan that was previously the subject of a Cash Liquidation
or an REO Disposition that resulted in a Realized Loss, in the event
that within two years of the date on which such Realized Loss was
determined to have occurred the Master Servicer receives amounts, which
the Master Servicer reasonably believes to represent subsequent
recoveries (net of any related liquidation expenses), or determines that
it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not
limited to, recoveries in respect of the representations and warranties
made by the related Seller pursuant to the applicable Seller's
Agreement), the Master Servicer shall distribute such amounts to the
applicable Certificateholders of the Class or Classes to which such
Realized Loss was allocated (or to the Certificate Insurer, as subrogee
for the Insured Certificateholders, to the extent the Certificate
Insurer made an Insured Payment in respect of such Realized Loss, if
applicable) (with the amounts to be distributed allocated among such
Classes (or to the Certificate Insurer) in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates (or to the Certificate Insurer) of subsequent
recoveries related to a Mortgage Loan shall exceed, either individually
or in the aggregate and together with any other amounts paid in
reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing,
no such distribution shall be made with respect to the Certificates of
any Class to the extent that either (i) such Class was protected against
the related Realized Loss pursuant to any instrument or fund established
under Section 11.01(e) or (ii) such Class of Certificates has been
deposited into a separate trust fund or other structuring vehicle and
separate certificates or other instruments representing interests
therein have been issued in one or more classes, and any of such
separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy
or similar instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with respect to the Certificates of any
Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (i) with respect to the Certificates of
any Class (other than the Class A-V Certificates), on a pro rata basis
based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date and (ii) with respect to the Class A-V
Certificates, to the Class A-V Certificates or any Subclass thereof in
the same proportion as the related Realized Loss was allocated. Any
amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
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(f) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be solely responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant shall
be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage
firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Registrar, the
Company or the Master Servicer shall have any responsibility therefor.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the
Master Servicer shall forward to the Trustee and the Trustee shall
forward by mail to each Holder, the Certificate Insurer and the Company
a statement setting forth information as to each Class of Certificates
and the Mortgage Pool. This statement will include the information set
forth in Exhibit Three to this Series Supplement. In addition, the
Master Servicer shall provide to any manager of a trust fund consisting
of some or all of the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder of a
Certificate, other than a Class R Certificate, a statement containing
the information set forth in clauses (i) and (ii) of Exhibit Three
hereto aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code.
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(c) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder of a Class R
Certificate, a statement containing the applicable distribution
information provided pursuant to this Section 4.03 aggregated for such
calendar year or applicable portion thereof during which such Person was
the Holder of a Class R Certificate. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the
requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A.
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a
written statement to the Trustee, the Certificate Insurer, any Paying
Agent and the Company (the information in such statement to be made
available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount, (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) and
(iii) any directions pursuant to Sections 4.08, 12.02(a) or 12.02(b).
The determination by the Master Servicer of such amounts shall, in the
absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon
the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit in
the Certificate Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to be made by the
Master Servicer in respect of the related Distribution Date, which shall
be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net
Mortgage Rate), less the amount of any related Servicing Modifications,
Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage Loans as of the
related Due Date, which Monthly Payments were delinquent as of the close
of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance, (ii)
withdraw from amounts on deposit in the Custodial Account and deposit in
the Certificate Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of
such
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Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate
Account on or before 11:00 A.M. New York time on any future Certificate
Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit
in the Certificate Account on such Certificate Account Deposit Date
shall be less than payments to Certificateholders required to be made on
the following Distribution Date. The Master Servicer shall be entitled
to use any Advance made by a Subservicer as described in Section 3.07(b)
that has been deposited in the Custodial Account on or before such
Distribution Date as part of the Advance made by the Master Servicer
pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments due
but delinquent for previous Due Periods, which allocation shall be made,
to the extent practicable, to Monthly Payments which have been
delinquent for the longest period of time. Such allocations shall be
conclusive for purposes of reimbursement to the Master Servicer from
recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
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
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by an Officers' Certificate. All Realized Losses, other than Excess Special
Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud
Losses, shall be allocated as follows: first, to the Class B-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
second, to the Class B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; third, to the Class B-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the
Class M-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage
Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction
of the principal portion thereof, and the remainder of such Realized Losses on
the Discount Mortgage Loans and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans will be allocated among all the Senior Certificates
(other than the Class A-P Certificates) on a pro rata basis, as described below.
The principal portion of any Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage
Loans will be allocated to the Class A-P Certificates in an amount equal to the
Discount Fraction thereof and the remainder of such Realized Losses on the
Discount Mortgage Loans and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans will be allocated among the Senior Certificates
(other than the Class A-P Certificates) and Subordinate Certificates, on a pro
rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss ; provided that in determining the
Certificate Principal Balance of the Accrual Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Accrual Certificates shall be deemed to be equal to the lesser of
(a) the original Certificate Principal Balance of such Certificate and (b) the
Certificate Principal Balance of such Certificate prior to giving effect to
distributions made on such Distribution Date. Except as provided in the
following sentence, any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby; provided that if any Subclasses of the Class A-V
Certificates have been issued pursuant to Section 5.01(c), such Realized
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Losses and other losses allocated to the Class A-V Certificates shall be
allocated among such Subclasses in proportion to the respective amounts of
Accrued Certificate Interest payable on such Distribution Date that would have
resulted absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
Section 4.08 Reserve Fund.
No later than the Closing Date, the Trustee will establish and maintain
the Reserve Fund. On the Closing Date the Underwriter shall deposit with the
Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount
equal to the Reserve Fund Deposit.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit
into the Certificate Account, and to pay to the holders of any Insured
Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest
Shortfalls otherwise allocable to any Insured Certificates pursuant to the
definition of Accrued Certificate Interest (to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to
the extent of funds on deposit in the Reserve Fund (the amount of such
withdrawal for any Distribution Date, the "Reserve Fund Withdrawal").
For federal income tax purposes, the Underwriter shall be the owner of
the Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Reserve
Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in
Permitted Investments at the direction of the Underwriter. All income and gain
realized from investment of funds deposited in the Reserve Fund shall be
deposited in the Reserve Fund for the sole use and exclusive benefit of the
Reserve Fund. The amount of any loss incurred in respect of any such investments
shall be deposited in the Reserve Fund by the Underwriter out of its own funds
immediately as realized without any right of reimbursement. The balance, if any,
remaining in the Reserve Fund on the Distribution Date on which the Certificate
Principal Balance of any Insured Certificates is reduced to zero will be
distributed by the Trustee to the Underwriter. To the extent that the Reserve
Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be
an outside reserve fund and not an asset of any REMIC, (2) it shall be owned by
the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations. The Reserve Fund may not be owned by more than one Person and (3)
for all federal tax purposes, any amounts transferred by any REMIC to the
Reserve Fund will be treated as amounts distributed by any REMIC to the
Underwriter.
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ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates (See Section 5.01 of the Standard
Terms).
Section 5.02 Registration of Transfer and Exchange of Certificates
(See Section 5.02 of the Standard Terms).
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates (See
Section 5.03 of the
Standard Terms).
Section 5.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Insurer, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, the Certificate Insurer or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and neither the Company, the Master
Servicer, the Trustee, the Certificate Insurer, the Certificate Registrar nor
any agent of the Company, the Master Servicer, the Trustee, the Certificate
Insurer or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05 Appointment of Paying Agent (See Section 5.05 of the
Standard Terms).
Section 5.06 Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal
Balance, prior to giving effect to distributions to be made on such
Distribution Date, is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans, either the Master Servicer or
the Company shall have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give
the Trustee not less than 60 days' prior notice of the Distribution Date
on which the Master Servicer or the Company, as applicable, anticipates
that it will purchase the Certificates pursuant to Section 5.06(a).
Notice of any such purchase, specifying the Distribution Date upon which
the Holders may surrender their Certificates to the Trustee for payment
in accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and each
Rating Agency) mailed not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of such final
distribution, specifying:
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(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the
Trustee shall distribute to such Holders an amount equal to the
outstanding Certificate Principal Balance thereof plus the sum of
Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest with
respect thereto and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Reserve Fund or an
Insured Payment.
(d) If any Certificateholders do not surrender their Certificates
on or before the Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made, the Trustee shall on such date cause all
funds in the Certificate Account deposited therein by the Master
Servicer or the Company, as applicable, pursuant to Section 5.06(b) to
be withdrawn therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice
any Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the
escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable,
shall thereafter hold such amounts until distributed to such Holders. No
interest shall accrue or be payable to any Certificateholder on any
amount held in the escrow account or by the Master Servicer or the
Company, as applicable, as a result of such Certificateholder's failure
to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the
Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
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Holder as of such date will have no rights with respect thereto except
to receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master
Servicer or the Company, as applicable, shall be for all purposes the
Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
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ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
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ARTICLE VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
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ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates (other than the obligation
of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Company to send
certain notices as hereinafter set forth) shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of
all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to
100% of the unpaid principal balance of each Mortgage Loan or, if
less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been acquired if
such fair market value is less than such unpaid principal balance
(net of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of
the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of
any portion of any REMIC formed under the Series Supplement as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly
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following payment of the purchase price, release to the Master Servicer or the
Company, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.
(b) The Master Servicer or, in the case of a final distribution
as a result of the exercise by the Company of its right to purchase the
assets of the Trust Fund, the Company shall give the Trustee not less
than 60 days' prior notice of the Distribution Date on which the Master
Servicer or the Company, as applicable, anticipates that the final
distribution will be made to Certificateholders (whether as a result of
the exercise by the Master Servicer or the Company of its right to
purchase the assets of the Trust Fund or otherwise). Notice of any
termination, specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee
(if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master
Servicer or the Company, as applicable (if it is exercising its right to
purchase the assets of the Trust Fund), or by the Trustee (in any other
case) by letter to the Certificateholders mailed not earlier than the
15th day and not later than the 25th day of the month next preceding the
month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior Certificates and Class M Certificates, that payment will
be made only upon presentation and surrender of the Certificates
at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B Certificates,
upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or
the Company's election to repurchase, or (ii) if the Master Servicer or
the Company elected to so repurchase, an amount determined as follows:
(A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the
related Interest Accrual Period thereon and any previously unpaid
Accrued Certificate Interest, subject to the priority set forth in
Section 4.02(a) and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Reserve Fund or an
Insured Payment, and (B) with respect to the Class
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R Certificates, any excess of the amounts available for distribution
(including the repurchase price specified in clause (ii) of subsection
(a) of this Section) over the total amount distributed under the
immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee
shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of the
Trust Fund), or the Trustee (in any other case) shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs
and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the
escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the holders thereof and the Master Servicer
or the Company, as applicable, shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue or be payable to
any Certificateholder on any amount held in the escrow account or by the
Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
Section 9.02 Additional Termination Requirements (See Section 9.02 of
the Standard Terms.
Section 9.03 Termination of Multiple REMICs (See Section 9.03 of the
Standard Terms).
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund) 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-9, Class A-P, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates and the rights in and to which
will be represented by the Class A-V Certificates, will be "regular interests"
in the REMIC, and the Class R Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions (as defined in the
Standard Terms) under federal income tax law. On and after the date of issuance
of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the
Standard Terms, any such Subclass will represent the Uncertificated Class A-V
REMIC Regular Interest or Interests specified by the initial Holder of the Class
A-V Certificates pursuant to said Section.
Section 10.04 Distributions on the Uncertificated REMIC Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 10.04. The amount deemed
distributable hereunder with respect to the Class A-V Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
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(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
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<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See Section
11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section
11.03 of the
Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
Section 11.05 Notices. All demands and notices hereunder shall be
in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when
received), to the appropriate address for each recipient
listed in the table below or, in each case, such other
address as may hereafter be furnished in writing to the
Master Servicer, the Trustee and the Company, as
applicable:
Recipient Address
8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Company Attention: President
10 Universal City Plaza, Suite 2100
Universal City, California 91608,
Master Servicer Attention: Managing Director/Master Servicing
Corporate Trust Office
The Trustee designates its offices located at
14 Wall Street, 8th Floor New York, New York
10005, for the purposes of Section 8.12
Trustee of the Standard Terms
One State Street Plaza
Fitch IBCA New York, New York 10004
55 Water Street
Standard & Poor's New York, New York 10041
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management --
Structured Finance
Certificate Insurer (RFMSI 99-S21)
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<PAGE>
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06 Required Notices to Rating Agency and Subservicer.
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,
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Certificate Insurer Default that has not been cured,
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)
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<PAGE>
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
98.0% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates, except that the Certificate Insurer shall be assigned the Voting
Rights of the Insured Certificateholders in the absence of any continuing
Certificate Insurer Default; 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.
-49-
<PAGE>
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01 Rights of the Certificate Insurer To Exercise Rights of
Insured Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Certificate Insurer Default exists, the Certificate Insurer shall have
the right to exercise all consent, voting, direction and other control rights of
the Insured Certificateholders under this Agreement without any further consent
of the Insured Certificateholders.
Section 12.02 Claims Upon the Certificate Policy; Certificate
Insurance Account.
(a) If, on the Business Day next succeeding the Determination
Date, the Master Servicer determines that (i) the funds that will be on
deposit in the Certificate Account on the related Certificate Account
Deposit Date, to the extent distributable to any Insured
Certificateholders pursuant to Section 4.02(a)(i), together with any
Reserve Fund Withdrawal for the related Distribution Date, are
insufficient to pay the full amount of interest for the related Interest
Accrual Period on the Certificate Principal Balance of any Insured
Certificates at the related Pass-Through Rate (net of any Prepayment
Interest Shortfalls allocated to the Insured Certificates but only to
the extent covered by the Master Servicer) on such Distribution Date,
(ii) the principal portion of any Realized Loss is allocated to any
Insured Certificates on such Distribution Date or (iii) the funds that
will be on deposit in the Certificate Account, to the extent
distributable to the Insured Certificateholders with respect to
principal on the Final Distribution Date will be insufficient to reduce
the Certificate Principal Balances of any Insured Certificates to zero,
the Master Servicer shall deliver to the Trustee not later than 1:00
p.m. New York City time on the Business Day next succeeding the
Determination Date a certificate signed by a Servicing Officer directing
the Trustee to draw on the Certificate Policy and stating the amount to
be drawn and stating the Insured Payment for each Insured Certificate,
and the Trustee shall give notice by telephone or telecopy of the
aggregate amount of such deficiency, confirmed in writing in the form
set forth as Exhibit A to the Certificate Policy, to the Certificate
Insurer and the Fiscal Agent (as defined in the Certificate Policy), if
any, at or before 12:00 noon, New York City time, on the second Business
Day prior to such Distribution Date. If, subsequent to such notice, and
prior to payment by the Certificate Insurer pursuant to such notice,
additional amounts are deposited in the Certificate Account, the Trustee
shall reasonably promptly notify the Certificate Insurer and withdraw
the notice or reduce the amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust
account for the benefit of Holders of any Insured Certificates and the
Certificate Insurer referred to herein as the "Certificate Insurance
Account" over which the Trustee shall have exclusive control and sole
right of withdrawal. The Trustee shall deposit any amount paid under the
Certificate Policy in the Certificate Insurance Account and distribute
such amount only for purposes of payment to Holders of Insured
Certificates of the Insured Payment for which a claim was
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<PAGE>
made. Such amount may not be applied to satisfy any costs, expenses or
liabilities of the Master Servicer, the Trustee or the Trust Fund.
Amounts paid under the Certificate Policy shall be transferred to the
Certificate Account in accordance with the next succeeding paragraph and
disbursed by the Trustee to Holders of Insured Certificates in
accordance with Section 4.02, Section 5.06(c) or Section 9.01(c), as
applicable. It shall not be necessary for such payments to be made by
checks or wire transfers separate from the checks or wire transfers used
to pay the Insured Payment with other funds available to make such
payment. However, the amount of any payment of principal of or interest
on the Insured Certificates to be paid from funds transferred from the
Certificate Insurance Account shall be noted as provided in paragraph
(c) below and in the statement to be furnished to Holders of the
Certificates pursuant to Section 4.03. Funds held in the Certificate
Insurance Account shall not be invested by the Master Servicer, the
Company or the Trustee.
On any Distribution Date with respect to which a claim has been made
under the Certificate Policy, the amount of any funds received by the Trustee as
a result of any claim under the Certificate Policy, to the extent required to
make the Insured Payment on such Distribution Date shall be withdrawn from the
Certificate Insurance Account and deposited in the Certificate Account and
applied by the Master Servicer on behalf of the Trustee, together with the other
funds to be distributed to the Insured Certificateholders pursuant to Section
4.02(a), directly to the payment in full of the Insured Payment due on the
Insured Certificates. Any funds remaining in the Certificate Insurance Account
on the first Business Day following a Distribution Date shall be remitted to the
Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by
the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the
amount of interest and principal paid into the Certificate Insurance
Account in respect of any Insured Certificate from moneys received under
the Certificate Policy. The Certificate Insurer shall have the right to
inspect such records at reasonable times during normal business hours
upon two Business Day's prior notice to the Trustee.
(d) In accordance with the terms of the Certificate Policy, any
claim on the Certificate Policy in respect of a Preference Amount (as
defined in the Certificate Policy), shall require the Trustee to obtain
a certified copy of the order requiring the return of a preference
payment, an opinion of counsel satisfactory to the Certificate Insurer
that the order is final and not subject to appeal, and other
documentation as required by the Certificate Policy. Any such opinion of
counsel shall be provided at the sole expense of the Underwriter, in
accordance with the terms of the Commitment Letter.
Section 12.03 Effect of Payments by the Certificate Insurer; Subrogation.
Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on any
Insured Certificates which is made with monies received pursuant to the terms of
the Certificate Policy shall not be considered payment of any Insured
Certificates from the Trust Fund. The Master Servicer, the Company and the
Trustee acknowledge, and each Holder by its acceptance of an Insured Certificate
agrees, that without the need for any further action on the part of the
Certificate Insurer, the Master Servicer, the Company,
-51-
<PAGE>
the Trustee or the Certificate Registrar, to the extent the Certificate Insurer
makes payments, directly or indirectly, on account of principal of or interest
on any Insured Certificates to the Holders of such Certificates, the Certificate
Insurer will be fully subrogated to, and each Insured Certificateholder, the
Master Servicer, the Company and the Trustee hereby delegate and assign to the
Certificate Insurer, to the fullest extent permitted by law, the rights of such
Holders to receive such principal and interest from the Trust Fund; provided
that the Certificate Insurer shall be paid such amounts only from the sources
and in the manner explicitly provided for herein.
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
Section 12.04 Notices and Information to the Certificate Insurer.
(a) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto, to the
Rating Agencies or to the Certificateholders shall also be sent to the
Certificate Insurer.
(b) The Master Servicer shall designate a Person who shall be
available to the Certificate Insurer to provide reasonable access to
information regarding the Mortgage Loans.
Section 12.05 Trustee to Hold Certificate Policy.
The Trustee will hold the Certificate Policy in trust as agent for the
Insured Certificateholders for the purpose of making claims thereof and
distributing the proceeds thereof. Neither the Certificate Policy, nor the
amounts paid on the Certificate Policy will constitute part of the Trust Fund or
assets of any REMIC created by this Agreement. Each Insured Certificateholder,
by accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the Certificate Policy. The Trustee shall surrender
the Certificate Policy to the Certificate Insurer for cancellation upon the
expiration of the term of the Certificate Policy as provided in the Certificate
Policy following the retirement of any Insured Certificates.
Section 12.06 Ratings.
The parties hereto agree that references in this Agreement or in the
Standard Terms to ratings on the Certificates or interests of the
Certificateholders shall be determined without regard to the Certificate Policy.
Section 12.07 Third Party Beneficiary.
The Certificate Insurer shall be an express third-party beneficiary of
this Agreement to the extent of its express subrogation rights and its express
rights set forth in Article XII of this Agreement and shall have the right to
enforce the related provisions of this Agreement as if it were a party hereto.
-52-
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:
Name: Timothy Pillar Name: Randy Van Zee
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
Name: Randy Van Zee Name: Timothy Pillar
Title: Director Title: Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest:
Name: By:
Title: Name:
Title:
-1-
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of October, 1999 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
--------------------
[Notarial Seal]
-2-
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of October, 1999 before me, a notary public in
and for said State, personally appeared Timothy Pillar, 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]
-3-
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 28th day of October, 1999 before me, a notary public in
and for said State, personally appeared _______________, known to me to be a
_________________ 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]
-4-
<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
1
RUN ON : 10/27/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.51.42 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1999-S21 CUTOFF : 10/01/99
POOL : 0004403
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1736987 623/131 F 268,000.00 ZZ
360 262,886.03 1
939 CABERNET DRIVE 7.750 1,919.98 61
7.500 1,919.98 444,000.00
TOWN & COUNTRY MO 63017 2 08/28/97 00
1017755 03 10/01/97 0
938119 O 09/01/27
0
1737890 623/131 F 260,000.00 ZZ
360 255,170.33 1
1401 TAYSIDE WAY 7.500 1,817.96 58
7.250 1,817.96 455,000.00
BEL AIR MD 21015 2 02/03/98 00
1022430 03 04/01/98 0
0970185 O 03/01/28
0
1759241 253/253 F 344,000.00 ZZ
360 339,156.72 1
220 SOUTH CANON AVENUE 7.625 2,434.82 80
7.375 2,434.82 430,000.00
SIERRA MADRE CA 91024 1 05/19/98 00
913471 05 07/01/98 0
913471 O 06/01/28
0
1802734 806/G01 F 138,850.00 ZZ
360 137,865.72 1
810 GONZALEZ CIRCLE 7.875 1,006.76 70
7.625 1,006.76 198,397.00
GONZALEZ CA 93926 1 11/01/98 00
0431131614 05 01/01/99 0
1
0317230 O 12/01/28
0
1841067 M81/G01 F 243,500.00 ZZ
360 241,748.52 1
3845 OVERLAKE DRIVE 7.250 1,661.10 80
7.000 1,661.10 304,430.00
CUMMING GA 30041 1 12/04/98 00
0431190339 03 02/01/99 0
1841067 O 01/01/29
0
1846398 533/G01 F 305,000.00 ZZ
360 303,194.16 1
11 WRANGLER COURT 7.625 2,158.78 90
7.375 2,158.78 340,000.00
COTO DE CAZA CA 92679 2 01/08/99 12
0431223098 03 03/01/99 25
3384203 O 02/01/29
0
1853712 439/439 F 310,000.00 ZZ
360 307,242.57 1
15 MIDDLE LN 6.850 2,031.31 74
6.600 2,031.31 420,000.00
JERICHO NY 11753 2 10/27/98 00
7019881809 05 01/01/99 0
1988180 O 12/01/28
0
1856486 F28/G01 F 336,000.00 T
360 332,954.97 1
3707 S. VIRGINIA DARE TRAIL 7.125 2,263.70 80
6.875 2,263.70 420,000.00
NAGS HEAD NC 27959 1 10/09/98 00
0431153360 05 12/01/98 0
4055200 O 11/01/28
0
1860444 356/G01 F 350,000.00 ZZ
360 347,482.42 1
1505 ELDERBERRY COURT 7.250 2,387.62 39
7.000 2,387.62 900,000.00
PLEASANTON CA 94588 2 12/04/98 00
0431184233 05 02/01/99 0
2569325 O 01/01/29
0
1
1861373 J95/J95 F 419,900.00 ZZ
360 416,694.64 1
17019 SE 59TH STREET 7.500 2,936.00 75
7.250 2,936.00 563,000.00
BELLEVUE WA 98006 5 11/20/98 00
0013313259 03 01/01/99 0
0013313259 O 12/01/28
0
1862984 E22/G01 F 139,500.00 ZZ
360 138,244.57 1
13280 ELMROCK AVENUE 7.000 928.10 59
6.750 928.10 240,000.00
MOORPARK CA 93021 2 12/23/98 00
0411194897 05 02/01/99 0
411194897 O 01/01/29
0
1885961 550/550 F 1,061,600.00 ZZ
360 1,055,520.84 1
5 ELMWOOD PLACE 7.100 7,134.29 78
6.850 7,134.29 1,368,454.00
MENLO PARK CA 94025 1 02/22/99 00
120275610 05 04/01/99 0
120275610 O 03/01/29
0
1892585 E82/G01 F 286,850.00 ZZ
360 285,418.49 1
2000 WREN WAY 7.000 1,908.42 80
6.750 1,908.42 360,000.00
FULLERTON CA 92833 2 03/11/99 00
0400182614 05 05/01/99 0
1548342 O 04/01/29
0
1892890 F27/F27 F 268,650.00 ZZ
360 266,717.58 1
711 WILLIAM GAP ROAD 7.250 1,832.67 95
7.000 1,832.67 282,884.00
ROUNDHILL VA 20141 4 12/15/98 12
6060009404 05 02/01/99 30
6060009404 O 01/01/29
0
1895096 E82/G01 F 615,000.00 ZZ
360 611,930.88 1
1787 PANAY CIRCLE 7.000 4,091.61 65
6.750 4,091.61 950,000.00
1
COSTA MESA CA 92626 2 03/26/99 00
0400182986 05 05/01/99 0
0400182968 O 04/01/29
0
1895946 B57/G01 F 125,600.00 ZZ
360 125,003.96 1
1325 1/2 NORTH HAYWARD AVE 7.250 856.82 76
NO. 6 7.000 856.82 167,000.00
WEST HOLLYWOOD CA 90046 1 03/09/99 00
0431275841 01 05/01/99 0
9920226 O 04/01/29
0
1897995 559/G01 F 212,500.00 ZZ
360 211,661.04 1
1267 MARLENE COURT 7.250 1,449.63 79
7.000 1,449.63 270,000.00
ROHNERT PARK CA 94928 2 03/26/99 00
0431279827 05 06/01/99 0
5584990 O 05/01/29
0
1898070 L49/G01 F 274,950.00 ZZ
360 273,544.02 1
958 PASEO SANTA BARBARA 6.875 1,806.23 48
6.625 1,806.23 574,950.00
THOUSAND OAKS CA 91320 1 03/05/99 00
0431286806 05 05/01/99 0
10001245 O 04/01/29
0
1899341 M29/G01 F 310,000.00 ZZ
360 308,607.36 1
3 SOUTH GARFIELD STREET-28 7.500 2,167.57 90
7.250 2,167.57 348,000.00
DENVER CO 80209 2 04/08/99 25
0431294727 01 06/01/99 25
0000 O 05/01/29
0
1900755 J95/J95 F 547,000.00 ZZ
360 544,463.93 1
2040 SPANISH BAY COURT 7.375 3,778.00 76
7.125 3,778.00 720,000.00
SAN JOSE CA 95138 2 03/10/99 00
0016667032 03 05/01/99 0
0016667032 O 04/01/29
0
1
1902252 J95/J95 F 250,800.00 ZZ
360 249,608.23 1
2414 1ST AVENUE #718 7.250 1,710.90 95
7.000 1,710.90 264,000.00
SEATTLE WA 98121 1 03/16/99 04
0013917216 08 05/01/99 30
0013917216 O 04/01/29
0
1903376 638/G01 F 321,000.00 ZZ
360 319,681.04 1
508 QUARTZ STREET 7.250 2,189.79 75
7.000 2,189.79 430,000.00
REDWOOD CITY CA 94062 2 04/02/99 00
0431301803 05 06/01/99 0
8865012 O 05/01/29
0
1905703 813/813 F 649,950.00 ZZ
360 646,387.47 1
787 MOANIALA STREET 7.375 4,489.05 60
7.125 4,489.05 1,100,000.00
HONOLULU HI 96821 2 03/26/99 00
981221002 03 05/01/99 0
981221002 O 04/01/29
0
1905925 L91/G01 F 278,000.00 ZZ
360 278,000.00 1
1 MADELINE COURT 8.000 2,039.87 90
7.750 2,039.87 309,139.00
HOWELL NJ 07731 1 09/21/99 14
0431508241 05 11/01/99 25
091698 O 10/01/29
0
1908263 J95/J95 F 274,700.00 ZZ
360 273,588.54 1
15304 WALKER BRANCH COURT 7.125 1,850.70 88
6.875 1,850.70 313,000.00
LAUREL MD 20707 2 04/06/99 04
0143010932 05 06/01/99 25
0143010932 O 05/01/29
0
1910443 638/G01 F 255,200.00 ZZ
360 253,037.06 1
1
710 BABBS CREEK DRIVE 6.750 1,655.22 80
6.500 1,655.22 319,000.00
GILROY CA 95020 1 04/21/99 00
0431325745 05 06/01/99 0
8879948 O 05/01/29
0
1914170 687/G01 F 164,500.00 ZZ
360 163,955.88 1
6114 MANCHESTER PARK CIRCLE 7.000 1,094.43 70
6.750 1,094.43 235,000.00
ALEXANDRIA VA 22310 1 05/14/99 00
0431343912 03 07/01/99 0
44900255 O 06/01/29
0
1914582 116/116 F 400,000.00 ZZ
360 400,000.00 1
10 FREESTONE PLACE 7.875 2,900.28 76
7.625 2,900.28 526,700.00
THE WOODLANDS TX 77381 1 09/17/99 00
091067598 03 11/01/99 0
091067598 O 10/01/29
0
1914894 L86/G01 F 306,300.00 ZZ
360 305,596.49 1
2964 SONDRA COURT 7.375 2,115.54 80
7.125 2,115.54 382,900.00
CARLSBAD CA 92009 1 06/11/99 00
0431476738 03 08/01/99 0
20500523 O 07/01/29
0
1917559 588/G01 F 214,200.00 ZZ
360 213,765.93 1
6818 ROSEMOUNT DRIVE 8.000 1,571.73 70
7.750 1,571.73 306,000.00
MCLEAN VA 22101 1 06/25/99 00
0431399989 05 08/01/99 0
990507007 O 07/01/29
0
1921856 588/G01 F 278,750.00 ZZ
360 278,109.76 1
68 JESSIE COURT 7.375 1,925.26 90
7.125 1,925.26 312,500.00
MONTVILLE TOWNS NJ 07045 1 06/04/99 10
0431365261 01 08/01/99 25
1
1003770 O 07/01/29
0
1922205 116/116 F 692,300.00 ZZ
360 691,344.01 1
23 CHANCERY PLACE 7.875 5,019.65 70
7.625 5,019.65 1,000,000.00
THE WOODLANDS TX 77381 1 07/30/99 00
157960008 03 09/01/99 0
157960008 O 08/01/29
0
1923785 J95/J95 F 300,000.00 ZZ
360 298,983.14 1
6018 GROVE DRIVE 6.875 1,970.79 80
6.625 1,970.79 375,000.00
ALEXANDRIA VA 22307 1 05/24/99 00
0016755894 05 07/01/99 0
0016755894 O 06/01/29
0
1924179 253/253 F 82,000.00 ZZ
360 81,820.78 1
1101 COUNTY ROAD 227 7.625 580.40 30
7.375 580.40 275,000.00
RIFLE CO 81650 2 06/10/99 00
940169 05 08/01/99 0
940169 O 07/01/29
0
1926408 808/G01 F 277,400.00 ZZ
360 276,791.27 2
2950 2952 14TH STREET 7.625 1,963.42 95
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SACRAMENTO CA 95818 1 06/09/99 04
0431394162 05 08/01/99 30
9204486 O 07/01/29
0
1926649 H22/G01 F 301,000.00 ZZ
360 300,792.85 1
157-04 32ND AVENUE 7.875 2,182.46 70
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FLUSHING NY 11354 1 08/12/99 00
0431422633 05 10/01/99 0
9906018 O 09/01/29
0
1
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360 554,844.53 1
2447 PALISADES CREST DR 7.875 4,031.39 80
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LAKE OSWEGO OR 97034 1 06/21/99 00
0431385814 05 08/01/99 0
0010545861 O 07/01/29
0
1928221 F62/G01 F 290,000.00 ZZ
360 289,579.25 2
3848 LITTLE AVENUE 7.750 2,077.60 65
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MIAMI FL 33133 2 07/24/99 00
0431520352 05 09/01/99 0
0000 O 08/01/29
0
1928528 A09/G01 F 516,000.00 ZZ
360 515,644.89 1
2 VILLAGE LANE 7.875 3,741.36 80
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BRONXVILLE NY 10708 1 08/13/99 00
0431442078 05 10/01/99 0
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0
1928940 638/G01 F 260,000.00 ZZ
360 259,499.20 1
215 HIGH ROAD 8.250 1,953.29 27
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KALISPELL MT 59901 5 06/24/99 00
0431392547 05 08/01/99 0
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0
1930437 638/G01 F 340,000.00 ZZ
360 339,518.51 1
18 TURNBERRY ROAD 7.750 2,435.80 73
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WALLINGFORD CT 06492 1 07/12/99 00
0431396720 07 09/01/99 0
08901523 O 08/01/29
0
1930440 638/G01 F 420,000.00 ZZ
360 418,931.17 1
11 BOOTHBY ROAD 8.000 3,081.81 80
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1
KENNEBUNK ME 04043 2 07/07/99 00
0431396704 05 09/01/99 0
08902259 O 08/01/29
0
1930507 J53/G01 F 340,000.00 ZZ
360 339,542.22 1
8285 EVANGELINE LANE 8.000 2,494.80 80
7.750 2,494.80 425,000.00
BEAUMONT TX 77706 2 07/12/99 00
0431395987 05 09/01/99 0
090081180 O 08/01/29
0
1930758 F96/G01 F 310,000.00 ZZ
360 309,538.44 1
16 TIMBER TRAIL 7.500 2,167.56 75
7.250 2,167.56 415,000.00
ROCKAWAY TOWNSH NJ 07866 1 07/20/99 00
0431394592 03 09/01/99 0
9901154 O 08/01/29
0
1930888 M29/G01 F 331,500.00 ZZ
360 331,042.22 1
12480 WEST 82ND AVENUE 7.875 2,403.61 64
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ARVADA CO 80005 2 07/30/99 00
0431408954 05 09/01/99 0
0000 O 08/01/29
0
1930969 369/G01 F 280,000.00 ZZ
360 279,372.69 1
22853 N 55TH STREET 7.500 1,957.80 69
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PHOENIX AZ 85054 1 06/16/99 00
0431400639 03 08/01/99 0
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0
1931012 369/G01 F 350,000.00 ZZ
360 349,290.75 1
19 E 13TH STREET 8.000 2,568.18 67
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TEMPE AZ 85281 1 06/10/99 00
0431400068 05 08/01/99 0
0071468102 O 07/01/29
0
1
1931606 952/G01 F 150,000.00 ZZ
360 149,891.43 1
316 GORDEN DRIVE 7.625 1,061.70 44
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PARAMUS NJ 07652 1 08/16/99 00
0431427038 05 10/01/99 0
99003079 O 09/01/29
0
1931607 411/411 F 470,400.00 ZZ
360 469,733.35 1
18 CONCORD SQUARE UNIT 3 7.750 3,370.00 80
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BOSTON MA 02118 1 07/26/99 00
20018154 01 09/01/99 0
20018154 O 08/01/29
0
1932018 F26/G01 F 383,950.00 ZZ
360 383,433.04 1
14416 3RD AVENUE NORTHWEST 8.000 2,817.29 80
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SEATTLE WA 98177 1 07/20/99 00
0431399336 05 09/01/99 0
7142632609 O 08/01/29
0
1932296 966/G01 F 104,400.00 ZZ
360 104,188.44 1
5700 SADDLE LANE 8.000 766.05 80
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SKIATOOK OK 74070 1 06/09/99 00
0431401488 05 08/01/99 0
000 O 07/01/29
0
1932806 J55/G01 F 380,000.00 ZZ
360 380,000.00 1
820 ALHAMBRA CIRCLE 8.125 2,821.49 66
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CORAL GABLES FL 33134 1 09/01/99 00
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0
1932856 562/G01 F 434,000.00 ZZ
360 433,400.67 1
1
14 DUCK POND ROAD 7.875 3,146.81 70
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NORWALK CT 06855 1 07/29/99 00
0431403286 05 09/01/99 0
607309 O 08/01/29
0
1933261 637/G01 F 344,500.00 ZZ
360 344,012.15 1
301 EAST 79TH STREET 18A 7.750 2,468.04 65
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NEW YORK NY 10021 1 07/16/99 00
0431455542 06 09/01/99 0
0013295076 O 08/01/29
0
1933291 637/G01 F 270,000.00 ZZ
360 269,587.82 1
3004 SUN LAKE DRIVE 7.375 1,864.83 66
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LAS VEGAS NV 89128 1 07/21/99 00
0431455443 03 09/01/99 0
0014881551 O 08/01/29
0
1933312 637/G01 F 427,500.00 ZZ
240 425,951.11 1
4763 FERNRIDGE LANE 7.500 3,443.91 65
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MERCER ISLAND WA 98040 2 07/16/99 00
0431484732 03 09/01/99 0
0018326587 O 08/01/19
0
1933452 A91/G01 F 296,000.00 ZZ
360 295,796.29 1
46 DEEPWATER AVENUE 7.875 2,146.21 80
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MASSAPEQUA NY 11758 1 09/01/99 00
0431456797 05 10/01/99 0
9919198 O 09/01/29
0
1933532 966/G01 F 74,400.00 ZZ
240 74,142.58 1
103 BOARDWALK STREET 7.875 616.54 80
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MIDLOTHIAN TX 76065 1 07/20/99 00
0431408343 05 09/01/99 0
1
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0
1933592 A63/G01 F 273,600.00 ZZ
360 273,600.00 1
92 ST JOHNS AVENUE 7.750 1,960.10 80
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YONKERS NY 10704 2 09/07/99 00
0431468263 05 11/01/99 0
WNP12456 O 10/01/29
0
1933638 F62/G01 F 352,000.00 ZZ
360 351,738.76 1
6740 SW 128TH STREET 7.500 2,461.24 80
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PINECREST FL 33156 1 09/03/99 00
0431498138 05 10/01/99 0
3052385201 O 09/01/29
0
1933788 637/G01 F 334,900.00 ZZ
360 334,449.08 1
6415 LONGBOW TRAIL NW 8.000 2,457.38 90
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WALKER MN 56484 1 07/23/99 04
0431464726 05 09/01/99 25
0018668285 O 08/01/29
0
1933873 H25/G01 F 450,000.00 ZZ
360 449,690.32 1
LOT 1 BLOCK B 2996 RIVER REACH 7.875 3,262.81 75
GOVERNOR'S LAND AT TWO RIVERS 7.625 3,262.81 600,000.00
WILLIAMSBURG VA 23185 2 08/18/99 00
0431434117 05 10/01/99 0
625554470 O 09/01/29
0
1933993 E68/G01 F 160,950.00 ZZ
360 160,836.40 1
26229 RACHEL HILL DRIVE 7.750 1,153.07 70
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SOUTH RIDING VA 20152 1 08/31/99 00
0431464379 03 10/01/99 0
29414 O 09/01/29
0
1
1934333 168/168 F 330,000.00 ZZ
360 329,566.80 1
1 STEPHENS PATH 8.125 2,450.24 72
7.875 2,450.24 460,000.00
PORT JEFFERSON NY 11777 1 07/30/99 00
249435772 05 09/01/99 0
249435772 O 08/01/29
0
1934539 168/168 F 255,000.00 ZZ
360 254,647.87 1
233 SCHENCK AVENUE 7.875 1,848.93 45
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GREAT NECK NY 11021 1 07/29/99 00
189472588 05 09/01/99 0
189472588 O 08/01/29
0
1934712 E45/G01 F 392,000.00 ZZ
360 391,458.69 1
211 LAKESHORE DR 7.875 2,842.27 80
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HARTWELL GA 30643 2 07/29/99 00
0431411933 05 09/01/99 0
51352 O 08/01/29
0
1934717 168/168 F 259,900.00 ZZ
360 259,550.07 1
215 WEST ROCKS ROAD 8.000 1,907.05 80
7.750 1,907.05 324,900.00
NORWALK CT 06851 1 07/27/99 00
189502509 05 09/01/99 0
189502509 O 08/01/29
0
1934791 950/G01 F 113,000.00 ZZ
360 112,648.93 1
12508 NE FREMONT STREET 7.750 809.55 48
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PORTLAND OR 97230 2 07/18/99 00
0431411396 05 09/01/99 0
301990423142 O 08/01/29
0
1934866 L48/G01 F 400,000.00 ZZ
360 399,461.43 1
2825 JUDSON ROAD 8.000 2,935.06 80
7.750 2,935.06 500,000.00
1
SPRING LAKE MI 49456 1 07/30/99 00
0431423011 05 09/01/99 0
49188 O 08/01/29
0
1935015 637/G01 F 313,350.00 ZZ
360 312,928.08 1
15435 EMPORIA STREET 8.000 2,299.26 90
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BRIGHTON CO 80601 1 07/28/99 14
0431442359 05 09/01/99 25
0013757547 O 08/01/29
0
1935021 637/G01 F 299,100.00 ZZ
360 298,697.28 1
4400 RIVER PLACE BOULEVARD 8.000 2,194.69 80
7.750 2,194.69 373,898.00
AUSTIN TX 78730 1 07/23/99 00
0431442540 05 09/01/99 0
0018016063 O 08/01/29
0
1935075 M74/G01 F 332,000.00 ZZ
360 332,000.00 1
4918 NW 119 TERRACE 7.750 2,378.49 80
7.500 2,378.49 415,000.00
CORAL SPRINGS FL 33076 1 09/15/99 00
0431488956 03 11/01/99 0
990724 O 10/01/29
0
1935093 168/168 F 275,000.00 ZZ
360 274,779.27 1
48 GLADSTONE ROAD 8.125 2,041.87 74
7.875 2,041.87 375,000.00
NEW ROCHELLE NY 10804 1 08/02/99 00
0189502002 05 10/01/99 0
0189502002 O 09/01/29
0
1935196 253/253 F 207,200.00 ZZ
360 206,913.86 1
1343 ASHER 7.875 1,502.35 80
7.625 1,502.35 259,000.00
KELLER TX 76248 1 07/30/99 00
938267 05 09/01/99 0
938267 O 08/01/29
0
1
1935424 637/G01 F 400,000.00 ZZ
360 399,404.42 1
1340 ROOSEVELT AVE 7.500 2,796.86 90
7.250 2,796.86 449,000.00
PELHAM MANOR NY 10803 1 07/14/99 14
0431464742 05 09/01/99 25
0013295530 O 08/01/29
0
1935958 F27/F27 F 273,600.00 ZZ
360 273,147.32 1
LOT 15 HOLLOW OAK DR. 7.750 1,960.10 95
7.500 1,960.10 288,000.00
TOANO VA 23168 4 07/01/99 11
6060042878 03 09/01/99 30
6060042878 O 08/01/29
0
1935986 M51/G01 F 285,000.00 ZZ
360 284,808.77 1
797 WALDEN ROAD 8.000 2,091.23 66
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WINNETKA IL 60093 1 08/13/99 00
0431419753 05 10/01/99 0
0000 O 09/01/29
0
1935987 F27/F27 F 528,000.00 ZZ
360 527,270.88 1
LOT 2 WEIDLEIN LAND DIVISION 7.875 3,828.37 80
7.625 3,828.37 660,716.00
MIDDLEBURG VA 20117 1 07/01/99 00
6060006251 05 09/01/99 0
6060006251 O 08/01/29
0
1936166 E82/G01 F 227,000.00 ZZ
360 226,843.78 1
1910 HARBOURSIDE DRIVE #502 7.875 1,645.91 68
7.625 1,645.91 335,000.00
LONGBOAT KEY FL 34228 2 08/03/99 00
0400216453 01 10/01/99 0
0400216453 O 09/01/29
0
1936278 966/G01 F 550,000.00 ZZ
360 549,621.50 1
1
510 MEANDERING WAY 7.875 3,987.88 64
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FAIRVIEW TX 75069 1 08/05/99 00
0431440866 05 10/01/99 0
000 O 09/01/29
0
1936616 665/G01 F 377,600.00 ZZ
360 377,346.63 1
2017 EAST LA VIEVE LANE 8.000 2,770.70 80
7.750 2,770.70 472,000.00
TEMPE AZ 85284 1 08/02/99 00
0431439231 03 10/01/99 0
9901230856 O 09/01/29
0
1936888 168/168 F 260,000.00 ZZ
360 259,821.07 1
78-32 267TH STREET 7.875 1,885.18 79
7.625 1,885.18 331,000.00
FLORAL PARK NY 11001 1 08/10/99 00
249411377 05 10/01/99 0
249411377 O 09/01/29
0
1937505 411/411 F 290,000.00 ZZ
360 289,800.43 1
183 LARCH ROAD UNIT 2 7.875 2,102.70 62
7.625 2,102.70 475,000.00
CAMBRIDGE MA 02138 1 08/19/99 00
0020018431 01 10/01/99 0
0020018431 O 09/01/29
0
1937615 638/G01 F 180,000.00 ZZ
360 179,888.12 1
1915 EAST CHARLESTON LANE 8.375 1,368.13 50
8.125 1,368.13 360,000.00
SALT LAKE CITY UT 84121 2 08/09/99 00
0431434323 05 10/01/99 0
8893508 O 09/01/29
0
1938083 638/G01 F 127,500.00 ZZ
360 127,410.01 1
1625 EAST TREMAINE AVENUE 7.750 913.43 76
7.500 913.43 169,900.00
GILBERT AZ 85234 1 08/16/99 00
0431439769 03 10/01/99 0
1
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0
1938314 765/G01 F 644,000.00 ZZ
360 644,000.00 1
289 S OWENS DRIVE 8.250 4,838.16 80
8.000 4,838.16 805,000.00
ANAHEIM HILLS CA 92808 2 09/16/99 00
0431519685 03 11/01/99 0
348600 O 10/01/29
0
1938350 956/G01 F 273,200.00 ZZ
360 272,832.16 1
1394 KALMIA AVENUE 8.000 2,004.64 80
7.750 2,004.64 341,500.00
BOULDER CO 80304 1 07/30/99 00
0431450519 05 09/01/99 0
2409060253 O 08/01/29
0
1938364 B93/G01 F 400,000.00 ZZ
360 399,775.75 1
202 EAST BROOK HOLLOW DRIVE 8.875 3,182.58 80
8.625 3,182.58 500,000.00
PHOENIX AZ 85022 2 08/11/99 00
0431461581 05 10/01/99 0
1000018548 O 09/01/29
0
1938374 N63/G01 F 265,000.00 ZZ
360 265,000.00 1
1152 MAIN STREET 8.000 1,944.48 66
7.750 1,944.48 405,000.00
READING MA 01867 5 09/09/99 00
0431480938 05 11/01/99 0
0000 O 10/01/29
0
1938405 Q99/G01 F 124,000.00 ZZ
360 124,000.00 1
105-35 19 STREET 8.500 953.46 66
8.250 953.46 189,000.00
JAMAICA NY 11432 2 09/22/99 00
0431511096 05 11/01/99 0
0000 O 10/01/29
0
1
1938420 A50/A50 F 382,500.00 ZZ
360 381,833.79 1
320 ARBOR SPRINGS PLANTATION 7.375 2,641.83 90
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NEWNAN GA 30265 1 08/05/99 10
123888 03 09/01/99 25
123888 O 08/01/29
0
1938432 F08/G01 F 189,375.00 ZZ
360 189,375.00 1
1964 BRIDGEPORT AVENUE 8.000 1,389.57 75
7.750 1,389.57 252,500.00
CLAREMONT CA 91711 1 09/02/99 00
0431473628 05 11/01/99 0
0800191706 O 10/01/29
0
1938450 299/G01 F 94,430.00 ZZ
360 93,434.00 1
11 ARNOLD STREET 8.000 692.89 70
7.750 692.89 134,900.00
QUINCY MA 02169 1 06/23/98 00
0431436328 05 08/01/98 0
872606 O 07/01/28
0
1938545 455/G01 F 457,500.00 ZZ
360 457,236.78 1
6219 COSTA LAKE POINT 8.750 3,599.16 70
8.500 3,599.16 654,000.00
FLOWERY BRACH GA 30542 2 08/18/99 00
0431446285 05 10/01/99 0
85771 O 09/01/29
0
1938587 637/G01 F 329,000.00 ZZ
360 328,773.58 1
1456 185TH AVENUE NE 7.875 2,385.48 69
7.625 2,385.48 479,900.00
BELLEVUE WA 98008 1 08/04/99 00
0431441583 03 10/01/99 0
0015290851 O 09/01/29
0
1938603 956/G01 F 303,500.00 ZZ
360 303,291.13 1
21485 HOLLY OAK DRIVE 7.875 2,200.59 44
7.625 2,200.59 703,500.00
1
CUPERTINO CA 95014 1 08/04/99 00
0431442912 05 10/01/99 0
109050536 O 09/01/29
0
1938624 E84/G01 F 280,000.00 ZZ
360 279,613.36 1
12130 PEBBLEPOINTE PASS 7.875 2,030.19 59
7.625 2,030.19 480,000.00
CARMEL IN 46032 1 07/22/99 00
0431441286 03 09/01/99 0
11601142 O 08/01/29
0
1938627 E84/G01 F 369,600.00 ZZ
360 369,358.23 1
1030 RED OAKS LOOP NE 8.125 2,744.27 80
7.875 2,744.27 462,000.00
ALBUQUEQUE NM 87122 1 08/20/99 00
0431444686 05 10/01/99 0
80003200 O 09/01/29
0
1938630 E84/G01 F 332,800.00 ZZ
360 332,340.44 1
420 MOCKINGBIRD LANE 7.875 2,413.03 80
7.625 2,413.03 416,000.00
NORTH BARRINGTO IL 60010 1 07/16/99 00
0431441955 05 09/01/99 0
11301181 O 08/01/29
0
1938631 E84/G01 F 388,000.00 ZZ
360 387,732.98 1
1501 DARIEN CLUB DRIVE 7.875 2,813.27 80
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DARIEN IL 60561 1 08/12/99 00
0431442292 05 10/01/99 0
11101540 O 09/01/29
0
1938641 E84/G01 F 296,000.00 ZZ
360 295,801.39 1
340 OLMSTED 8.000 2,171.94 80
7.750 2,171.94 370,000.00
RIVERSIDE IL 60546 1 08/23/99 00
0431442755 05 10/01/99 0
11201402 O 09/01/29
0
1
1938644 956/G01 F 292,500.00 ZZ
360 292,085.77 1
6260 SW 147TH TERRACE 7.750 2,095.51 75
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MIAMI FL 33158 1 07/23/99 00
0431468065 05 09/01/99 0
1209070015 O 08/01/29
0
1938645 956/G01 F 606,300.00 ZZ
360 605,441.39 1
11451 CLAYTON ROAD 7.750 4,343.61 60
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SAN JOSE CA 95127 2 07/01/99 00
0431444181 05 09/01/99 0
209040381 O 08/01/29
0
1938655 956/G01 F 346,950.00 ZZ
360 346,711.23 1
925 MEADOW RUN 7.875 2,515.63 90
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GOLDEN CO 80403 1 08/19/99 04
0431441179 05 10/01/99 25
2409070297 O 09/01/29
0
1938688 956/G01 F 300,000.00 ZZ
360 299,564.36 1
7102 MEADOW RUN LANE 7.625 2,123.38 68
7.375 2,123.38 442,000.00
CHARLOTTE NC 28277 1 08/02/99 00
0431450527 03 09/01/99 0
1209070153 O 08/01/29
0
1938777 738/738 F 315,000.00 ZZ
360 314,470.44 1
2900 NORTHEAST 7TH DRIVE 8.000 2,311.36 90
7.750 2,311.36 350,000.00
BOCA RATON FL 33431 1 07/12/99 12
5031780 05 09/01/99 25
5031780 O 08/01/29
0
1938885 637/G01 F 325,000.00 ZZ
360 324,776.33 1
1
2 WELLINGTON RD 7.875 2,356.48 63
7.625 2,356.48 519,000.00
GARDEN CITY NY 11530 1 08/03/99 00
0431444017 05 10/01/99 0
0013293253 O 09/01/29
0
1938898 637/G01 F 525,000.00 ZZ
360 524,293.11 1
12 LA CANADA 8.000 3,852.27 70
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SANDIA PARK NM 87008 2 07/23/99 00
0431445493 05 09/01/99 0
0017333550 O 08/01/29
0
1938919 757/G01 F 335,700.00 ZZ
360 335,248.00 1
353 RIVERWOOD ROAD 8.000 2,463.25 90
7.750 2,463.25 373,000.00
MOORESVILLE NC 28117 1 07/30/99 01
0431450725 05 09/01/99 25
2222479 O 08/01/29
0
1938931 637/G01 F 306,100.00 ZZ
360 305,828.45 1
7321 WEST ACAPULCO LANE 7.625 2,166.56 86
7.375 2,166.56 356,106.00
PEORIA AZ 85381 1 08/02/99 04
0431447267 03 10/01/99 25
0016244063 O 09/01/29
0
1938932 757/G01 F 352,000.00 ZZ
360 351,526.04 1
187 RIDGEFIELD DRIVE 8.000 2,582.86 80
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SHELBURNE VT 05482 1 07/23/99 00
0431450758 05 09/01/99 0
7849334 O 08/01/29
0
1938943 757/G01 F 482,000.00 ZZ
360 481,317.42 1
63 LEWELLEN DRIVE 7.750 3,453.11 80
7.500 3,453.11 602,500.00
MARIETTA GA 30064 1 07/30/99 00
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1
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SIMI VALLEY CA 93065 4 08/31/99 00
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3894714 O 08/01/29
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1939057 637/G01 F 435,000.00 ZZ
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DEL MAR CA 92014 1 07/21/99 00
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COSTA MESA CA 92627 1 09/09/99 00
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VALENCIA CA 91355 1 08/25/99 11
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80025684 O 09/01/29
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1
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BYFIELD MA 01922 2 05/24/99 00
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1939979 560/560 F 274,000.00 ZZ
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ATASCADERO CA 93422 2 06/16/99 00
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1
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FAIRVIEW TX 75069 1 07/21/99 00
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122505308 O 08/01/29
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PALM DESERT CA 92211 1 08/18/99 04
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SAN FRANCISCO CA 94114 1 06/28/99 00
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FRESNO CA 93720 1 08/17/99 00
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CLOVIS CA 93611 1 09/14/99 01
0431504869 05 11/01/99 25
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SANTA ROSA CA 95404 2 08/17/99 00
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FORT WORTH TX 76107 1 07/30/99 00
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124471509 O 08/01/29
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LEE'S SUMMITT MO 64064 1 08/06/99 00
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164454209 O 09/01/29
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BOULDER CO 80302 1 08/12/99 00
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PEMBROKE PINES FL 33027 1 08/31/99 00
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9310 LISA CIRCLE 8.000 2,436.10 80
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GAINESVILLE GA 30506 1 09/02/99 00
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1940259 956/G01 F 430,000.00 ZZ
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3945 MANDEVILLE CANYON ROAD 7.250 2,933.36 67
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LOS ANGELES CA 90049 2 07/27/99 00
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1909070013 O 09/01/29
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1940286 808/G01 F 52,500.00 ZZ
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617 WEST GRANGER AVENUE 8.500 403.68 70
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MODESTO CA 95350 1 08/23/99 00
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1940330 956/G01 F 351,000.00 ZZ
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31731 VIA PATO 7.250 2,394.44 90
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COTO DE CAZA CA 92679 1 06/18/99 04
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809060390 O 07/01/29
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1940367 956/G01 F 388,000.00 ZZ
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0431510841 03 09/01/99 0
1509060261 O 08/01/29
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JACKSON MS 39211 2 08/20/99 00
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1005420 O 09/01/29
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882 CRAGMONT AVENUE 7.875 3,248.31 80
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BERKELEY CA 94708 1 08/25/99 00
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360 276,350.00 1
1592 RAMBLEWOOD WAY 7.750 1,979.81 75
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PLEASANTON CA 94566 1 09/01/99 00
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62845 O 10/01/29
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1940866 B60/G01 F 385,300.00 ZZ
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5406 LOS FELIZ BOULEVARD 8.000 2,827.20 75
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LOS ANGELES CA 90027 1 08/23/99 00
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275785 O 09/01/29
0
1
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HILTON HEAD ISL SC 29926 4 09/01/99 00
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PACIFIC GROVE CA 93950 2 08/31/99 00
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62832 O 10/01/29
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LAS FLORES CA 92688 1 09/01/99 00
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117855 O 10/01/29
0
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IRVINGTON NY 10533 1 08/27/99 00
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0373799677 O 09/01/29
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1941252 E84/G01 F 309,000.00 ZZ
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SEATTLE WA 98105 2 05/27/99 00
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61201057 O 07/01/29
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SAINT LOUIS MO 63108 2 06/15/99 00
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19701049 O 07/01/29
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SONOMA CA 95476 1 05/11/99 00
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52590041 O 06/01/29
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1941260 E84/G01 F 273,700.00 ZZ
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BRENTWOOD TN 37027 2 06/18/99 00
0431470194 05 08/01/99 0
19700435 O 07/01/29
0
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PACIFICA CA 94044 2 08/05/99 10
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IRVINE CA 92602 1 09/02/99 00
0431501873 05 11/01/99 0
992370 O 10/01/29
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COLORADO SPRING CO 80920 1 09/10/99 00
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MILPITAS CA 95035 1 09/02/99 00
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ST JOSEPH MO 64506 2 07/15/99 00
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950321 O 08/01/29
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1941432 299/G01 F 285,000.00 ZZ
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BAINBRIDGE TOWN OH 44023 1 07/08/99 00
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1941436 299/G01 F 382,500.00 ZZ
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VIRGINIA BEACH VA 23455 2 07/09/99 00
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1
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26010 DOUGHERTY PLACE 7.875 2,555.87 75
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CARMEL CA 93923 1 08/27/99 00
0431464999 05 10/01/99 0
9901231817 O 09/01/29
0
1941455 299/G01 F 380,000.00 ZZ
360 379,448.18 1
600 BANCROFT PLACE 7.625 2,689.62 74
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SAN RAMON CA 94583 1 07/06/99 00
0431482397 05 09/01/99 0
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1941458 299/G01 F 309,000.00 ZZ
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SAN LEANDRO CA 94577 1 07/23/99 00
0431482272 05 09/01/99 0
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0
1941473 299/G01 F 375,000.00 ZZ
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209 MAIN STREET 7.750 2,686.55 78
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BOXFORD MA 01921 1 07/28/99 00
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1941479 299/G01 F 504,375.00 ZZ
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MORGAN HILL CA 95037 1 05/12/99 00
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SAN JOSE CA 95136 1 05/01/99 00
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192 COMMONWEALTH AVENUE 8.125 2,509.65 34
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BOSTON MA 02116 2 07/16/99 00
0431481373 01 09/01/99 0
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1941489 299/G01 F 319,600.00 ZZ
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517 THIRD STREET 7.000 2,126.31 80
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ANNAPOLIS MD 21403 1 05/10/99 00
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1941490 299/G01 F 280,000.00 ZZ
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1
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32 CANTERBURY ROAD 7.000 1,862.85 67
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WINCHESTER MA 01890 1 07/15/99 00
0431483429 05 09/01/99 0
0001084764 O 08/01/29
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1941497 299/G01 F 264,800.00 ZZ
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99 CLEARWATER ROAD 6.875 1,739.55 80
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NEWTON MA 02467 1 03/30/99 00
0431482900 05 05/01/99 0
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1941500 299/G01 F 270,000.00 ZZ
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16 ROSE LANE 7.375 1,864.83 75
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NEWTOWN CT 06482 5 07/02/99 00
0431465095 05 09/01/99 0
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1941503 299/G01 F 316,100.00 ZZ
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868 WINIFRED DRIVE 7.875 2,291.95 80
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SAN JOSE CA 95122 1 07/16/99 00
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0001045557 O 08/01/29
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1941504 299/G01 F 270,000.00 ZZ
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WORCHESTER PA 19490 1 06/24/99 00
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1
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FREMONT CA 94539 1 07/23/99 00
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0
1941509 299/G01 F 320,000.00 ZZ
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1941512 299/G01 F 300,000.00 ZZ
360 298,958.06 1
2565 ARLOTTA PLACE 6.750 1,945.80 34
6.500 1,945.80 895,000.00
PLEASANTON CA 94588 1 05/11/99 00
0431480912 03 07/01/99 0
0001068758 O 06/01/29
0
1941515 299/G01 F 320,000.00 ZZ
360 319,188.82 1
279 FAIRTREE PLAZA 6.875 2,102.18 80
6.625 2,102.18 400,000.00
SEVERNA PARK MD 21146 1 06/03/99 00
0431466580 05 08/01/99 0
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0
1941517 299/G01 F 352,900.00 ZZ
360 352,069.08 1
25 SHADOW POINT COURT 7.250 2,407.41 80
7.000 2,407.41 441,500.00
EDGEWATER MD 21037 1 06/09/99 00
0431466663 03 08/01/99 0
1
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0
1941519 299/G01 F 342,000.00 ZZ
360 341,503.36 1
14806 LATHAM BOULEVARD 7.625 2,420.66 70
7.375 2,420.66 491,950.00
MIDLOTHIAN VA 23113 1 08/03/99 00
0431466374 05 09/01/99 0
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0
1941522 299/G01 F 426,400.00 ZZ
360 425,444.67 1
450 OLIVE AVENUE 7.500 2,981.46 72
7.250 2,981.46 600,000.00
PALO ALTO CA 94306 1 06/04/99 00
0431465749 05 08/01/99 0
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0
1941525 299/G01 F 400,000.00 ZZ
360 398,571.89 1
1080 APPIAN WAY 7.125 2,694.88 80
6.875 2,694.88 505,000.00
MORGAN HILL CA 95037 1 05/03/99 00
0431465715 05 07/01/99 0
0001068746 O 06/01/29
0
1941526 299/G01 F 261,000.00 ZZ
360 260,611.39 1
3817 CHURCH POINT ROAD 7.500 1,824.95 80
7.250 1,824.95 327,000.00
VIRGINIA BEACH VA 23455 1 07/09/99 00
0431483148 03 09/01/99 0
0001072616 O 08/01/29
0
1941529 299/G01 F 322,340.00 ZZ
360 321,894.88 1
1138 CHANTILLY RISE 7.875 2,337.19 80
7.625 2,337.19 402,925.00
ATLANTA GA 30324 1 07/30/99 00
0431468495 03 09/01/99 0
0000974976 O 08/01/29
0
1
1941531 299/G01 F 288,000.00 ZZ
360 287,502.69 1
1127 CENTENNIAL ROAD 6.750 1,867.96 80
6.500 1,867.96 360,000.00
PENN VALLEY PA 19072 1 07/16/99 00
0431468297 05 09/01/99 0
0001082678 O 08/01/29
0
1941542 299/G01 F 267,200.00 ZZ
360 266,811.97 1
4360 INDIGO DRIVE 7.625 1,891.23 80
7.375 1,891.23 334,000.00
SAN JOSE CA 95136 1 07/01/99 00
0431465806 05 09/01/99 0
0001045368 O 08/01/29
0
1941546 299/G01 F 297,200.00 ZZ
360 296,687.20 1
12 WHISPERING WOODS DRIVE 6.750 1,927.63 80
6.500 1,927.63 371,500.00
FLANDERS NJ 07836 1 07/16/99 00
0431483551 05 09/01/99 0
0001083227 O 08/01/29
0
1941548 299/G01 F 386,000.00 ZZ
360 385,439.48 1
630 WAYLAND AVENUE 7.625 2,732.08 70
7.375 2,732.08 554,000.00
KENILWORTH IL 60043 5 07/06/99 00
0431466549 05 09/01/99 0
0001084923 O 08/01/29
0
1941550 299/G01 F 259,900.00 ZZ
360 259,493.27 1
3039 WEST BERRY DRIVE NE 7.250 1,772.98 80
7.000 1,772.98 324,900.00
IOWA CITY IA 52240 1 07/08/99 00
0431465764 03 09/01/99 0
0001084526 O 08/01/29
0
1941553 299/G01 F 326,400.00 ZZ
360 325,509.95 1
3842 NORTH DITTMAR ROAD 6.500 2,063.08 80
6.250 2,063.08 408,000.00
1
ARLINGTON VA 22207 1 06/11/99 00
0431466481 05 08/01/99 0
0001063149 O 07/01/29
0
1941597 026/G01 F 265,000.00 ZZ
360 264,817.62 1
201 CASTLETON PLACE 7.875 1,921.44 90
7.625 1,921.44 295,000.00
JAMESTOWN NC 27282 1 09/03/99 10
0431463959 03 10/01/99 25
200482092 O 09/01/29
0
1941603 299/G01 F 600,000.00 ZZ
360 599,150.31 1
19225 MONTARA DRIVE 7.750 4,298.48 80
7.500 4,298.48 750,000.00
LOS GATOS CA 95033 1 07/20/99 00
0431481274 05 09/01/99 0
0001069184 O 08/01/29
0
1941606 299/G01 F 300,000.00 ZZ
360 299,506.75 1
10403 DUNN MEADOW ROAD 7.000 1,995.91 76
6.750 1,995.91 395,000.00
VIENNA VA 22182 1 07/09/99 00
0431465657 03 09/01/99 0
0001063185 O 08/01/29
0
1941607 299/G01 F 270,000.00 ZZ
360 269,617.65 1
705 WILLOWBEND DRIVE 7.750 1,934.31 68
7.500 1,934.31 400,000.00
BLUE BELL PA 19422 1 07/30/99 00
0431465194 03 09/01/99 0
0001063703 O 08/01/29
0
1941608 299/G01 F 285,000.00 ZZ
360 284,818.27 1
23 CHANNING ROAD 8.250 2,141.11 47
8.000 2,141.11 610,000.00
NEWTON MA 02459 5 08/04/99 00
0431482306 05 10/01/99 0
0001100961 O 09/01/29
0
1
1941610 299/G01 F 311,920.00 ZZ
360 311,500.02 1
55 WYOMING ROAD 8.000 2,288.76 80
7.750 2,288.76 389,900.00
NEWTON MA 02460 1 07/30/99 00
0431468859 05 09/01/99 0
0001067918 O 08/01/29
0
1941611 299/G01 F 332,800.00 ZZ
360 332,304.48 1
12738 WEST DAKOTA AVENUE 7.500 2,326.99 80
7.250 2,326.99 416,000.00
LAKEWOOD CO 80228 1 07/13/99 00
0431465210 05 09/01/99 0
0001089484 O 08/01/29
0
1941613 299/G01 F 335,900.00 ZZ
360 335,109.11 1
2526 PLAZA DEL AMO UNIT 4 7.250 2,291.44 80
7.000 2,291.44 422,000.00
TORRANCE CA 90503 1 06/16/99 00
0431483734 01 08/01/99 0
0001071880 O 07/01/29
0
1941616 299/G01 F 300,000.00 ZZ
360 299,777.35 1
3 W RUNSWICK DR 7.500 2,097.65 72
7.250 2,097.65 419,900.00
RICHMOND VA 23233 1 08/06/99 00
0431465160 05 10/01/99 0
0001092512 O 09/01/29
0
1941620 299/G01 F 266,400.00 ZZ
360 265,034.64 1
3565 DEER RUN RD 8.000 1,954.75 80
7.750 1,954.75 333,000.00
BLACKSBURG VA 24060 1 07/30/99 00
0431465533 05 09/01/99 0
0001092885 O 08/01/29
0
1941621 299/G01 F 327,600.00 ZZ
360 327,368.78 1
1
158 MARKED TREE ROAD 7.750 2,346.97 71
7.500 2,346.97 461,625.00
NEEDHAM MA 02194 1 08/12/99 00
0431465244 05 10/01/99 0
0001043057 O 09/01/29
0
1941622 299/G01 F 271,000.00 ZZ
360 270,508.69 1
1942 RIVERBEND ROAD 6.500 1,712.91 65
6.250 1,712.91 420,000.00
ALLENTOWN PA 18103 2 07/15/99 00
0431465285 05 09/01/99 0
0001080804 O 08/01/29
0
1941670 299/G01 F 304,000.00 ZZ
360 303,558.54 1
25132 SLEEPYHOLLOW TERRACE 7.625 2,151.70 80
7.375 2,151.70 380,000.00
LAKE FOREST CA 92630 1 07/09/99 00
0431481449 03 09/01/99 0
0001072331 O 08/01/29
0
1941673 299/G01 F 267,750.00 ZZ
360 267,193.55 1
13273 RUSSETT LEAF LANE 7.875 1,941.38 90
7.625 1,941.38 297,500.00
SAN DIEGO CA 92129 1 06/17/99 01
0431478353 05 08/01/99 25
0001072263 O 07/01/29
0
1941675 299/G01 F 622,500.00 ZZ
360 621,105.37 1
78 GLEN STREET 7.500 4,352.61 75
7.250 4,352.61 830,000.00
DOVER MA 02030 1 06/30/99 00
0431483080 05 08/01/99 0
541011 O 07/01/29
0
1941679 299/G01 F 330,000.00 ZZ
360 329,470.63 1
1707 OAK LANE 7.125 2,223.28 69
6.875 2,223.28 485,000.00
MCLEAN VA 22101 1 07/12/99 00
0431484054 05 09/01/99 0
1
0001037161 O 08/01/29
0
1941682 299/G01 F 261,600.00 ZZ
360 261,238.74 1
3831 PARKLAND DRIVE 7.875 1,896.79 80
7.625 1,896.79 327,000.00
FAIRFAX VA 22033 1 07/19/99 00
0431465129 03 09/01/99 0
0001061429 O 08/01/29
0
1941685 299/G01 F 309,000.00 ZZ
360 306,238.07 1
574 TIMBERWYCK DRIVE 7.250 2,107.93 74
7.000 2,107.93 420,000.00
FRONTENAC MO 63131 2 03/31/99 00
0431465350 03 05/01/99 0
0001054467 O 04/01/29
0
1941694 299/G01 F 256,000.00 ZZ
360 255,481.24 1
LK RD F-12 8.000 1,878.44 80
7.750 1,878.44 320,000.00
SUNRISE BEACH MO 65079 1 06/11/99 00
0431468818 05 08/01/99 0
0001089539 O 07/01/29
0
1941712 637/G01 F 350,000.00 ZZ
360 349,782.45 1
8432 PFLUMM CIRCLE 8.375 2,660.26 84
8.125 2,660.26 418,383.00
LENEXA KS 66215 1 08/27/99 04
0431520527 03 10/01/99 12
0014757280 O 09/01/29
0
1941716 299/G01 F 286,400.00 ZZ
360 285,962.80 1
11 HERSEY STREET 7.375 1,978.10 80
7.125 1,978.10 358,000.00
HINGHAM MA 02043 1 07/08/99 00
0431468982 05 09/01/99 0
0001083314 O 08/01/29
0
1
1941717 637/G01 F 133,850.00 ZZ
360 133,764.65 1
1016 ARCTURUS DRIVE 8.250 1,005.57 75
8.000 1,005.57 178,500.00
COLORADO SPRING CO 80906 2 08/19/99 00
0431514579 05 10/01/99 0
0014975148 O 09/01/29
0
1941719 637/G01 F 225,700.00 ZZ
360 225,540.70 1
5956 NW 126TH TERRACE 7.750 1,616.95 73
7.500 1,616.95 310,000.00
CORAL SPRINGS FL 33076 1 08/31/99 00
0431515113 05 10/01/99 0
0016796888 O 09/01/29
0
1941721 637/G01 F 259,250.00 ZZ
360 259,080.41 1
1425 KELLY PARK CIRCLE 8.125 1,924.93 85
7.875 1,924.93 305,000.00
MORGAN HILL CA 95037 1 08/19/99 14
0431528645 03 10/01/99 12
00150302516 O 09/01/29
0
1941724 Q76/G01 F 87,500.00 ZZ
360 87,500.00 1
1759 BROKEN ROCK 8.750 688.36 64
8.500 688.36 137,500.00
COTTONWOOD AZ 86326 1 09/15/99 00
0431488733 05 11/01/99 0
9908012 O 10/01/29
0
1941725 299/G01 F 311,900.00 ZZ
360 311,423.88 1
3471 SW PATTON ROAD 7.375 2,154.22 80
7.125 2,154.22 389,900.00
PORTLAND OR 97201 1 07/07/99 00
0431482785 05 09/01/99 0
1089134 O 08/01/29
0
1941727 637/G01 F 296,000.00 ZZ
360 295,791.09 1
6951 LOS AMIGOS CIRCLE 7.750 2,120.58 80
7.500 2,120.58 370,000.00
1
HUNTINGTON BEAC CA 92647 1 08/17/99 00
0431517382 05 10/01/99 0
4307237 O 09/01/29
0
1941730 299/G01 F 342,800.00 ZZ
360 339,365.76 1
14934 DEERRINGER ROAD 7.500 2,396.91 80
7.250 2,396.91 430,000.00
POWAY CA 92064 1 08/14/98 00
0431483056 05 10/01/98 0
0000893648 O 09/01/28
0
1941731 Q59/G01 F 270,000.00 ZZ
360 270,000.00 1
1430 MIRAMAR DRIVE 8.000 1,981.16 74
7.750 1,981.16 367,500.00
FULLERTON CA 92831 1 09/15/99 00
0431512730 05 11/01/99 0
99001167 O 10/01/29
0
1941743 299/G01 F 340,000.00 ZZ
360 338,535.55 1
3424 BERESFORD AVENUE 8.000 2,494.80 60
7.750 2,494.80 570,000.00
BELMONT CA 94002 5 07/06/99 00
0431481902 05 09/01/99 0
0001069487 O 08/01/29
0
1941746 299/G01 F 280,100.00 ZZ
360 279,672.41 1
3190 ZULLA ROAD 7.375 1,934.59 80
7.125 1,934.59 350,175.00
MARSHALL VA 20115 1 07/15/99 00
0431465699 05 09/01/99 0
0000887782 O 08/01/29
0
1941750 299/G01 F 309,600.00 ZZ
360 309,094.58 1
22 BROOKS ROAD 7.750 2,218.02 80
7.500 2,218.02 387,000.00
WAYLAND MA 01778 1 07/15/99 00
0431482769 05 09/01/99 0
0001084763 O 08/01/29
0
1
1941752 299/G01 F 299,400.00 ZZ
360 298,756.16 1
1689 WARRINGTON DRIVE 8.000 2,196.89 80
7.750 2,196.89 374,364.00
HENDERSON NV 89012 1 06/23/99 00
0431478387 03 08/01/99 0
0001089929 O 07/01/29
0
1941762 299/G01 F 345,000.00 ZZ
360 342,804.00 1
110 GREENLAWN AVENUE 7.125 2,324.33 78
6.875 2,324.33 445,000.00
NEWTON MA 02459 1 06/30/99 00
0431468206 05 08/01/99 0
0001042610 O 07/01/29
0
1941764 299/G01 F 460,000.00 ZZ
360 459,297.79 1
11 CURIOSITY LANE 7.375 3,177.11 72
7.125 3,177.11 642,000.00
WESTON CT 06883 2 07/07/99 00
0431468479 05 09/01/99 0
0001042986 O 08/01/29
0
1941766 637/G01 F 312,000.00 ZZ
360 311,806.07 1
1121 PINE DRIVE 8.375 2,371.43 80
8.125 2,371.43 390,000.00
FELTON CA 95018 1 08/01/99 00
0431521475 05 10/01/99 0
0010983393 O 09/01/29
0
1941767 637/G01 F 504,450.00 ZZ
360 504,136.45 1
2188 PIEPER LANE 8.375 3,834.19 80
8.125 3,834.19 631,000.00
TUSTIN CA 92782 1 08/23/99 00
0431528611 03 10/01/99 0
0018171827 O 09/01/29
0
1941768 299/G01 F 308,800.00 ZZ
360 308,017.24 1
1
527 SLEEPY HOLLOW ROAD 6.875 2,028.60 80
6.625 2,028.60 386,000.00
RICHMOND VA 23229 1 06/30/99 00
0431468248 03 08/01/99 0
0001057420 O 07/01/29
0
1941771 637/G01 F 60,000.00 ZZ
360 59,963.65 1
2097 ALCOTT STREET 8.500 461.35 43
8.250 461.35 142,000.00
TULARE CA 93274 1 08/19/99 00
0431528652 05 10/01/99 0
0013954250 O 09/01/29
0
1941773 637/G01 F 292,500.00 ZZ
360 292,298.70 1
4675 LEPRECHAUN LANE NE 7.875 2,120.83 90
7.625 2,120.83 326,000.00
CEDAR RAPIDS IA 52411 1 08/24/99 11
0431526987 05 10/01/99 25
0018659409 O 09/01/29
0
1941774 299/G01 F 354,500.00 ZZ
360 352,993.74 1
38 STONEDGE DRIVE 6.875 2,328.81 65
6.625 2,328.81 550,000.00
LOOKOUT MOUNTAI TN 37350 2 04/19/99 00
0431478247 01 06/01/99 0
1047256 O 05/01/29
0
1941775 637/G01 F 249,375.00 ZZ
360 249,215.97 1
7170 MARNE PLACE 8.250 1,873.48 95
8.000 1,873.48 265,000.00
NEWARK CA 94560 1 08/25/99 04
0431532993 05 10/01/99 30
0018365692 O 09/01/29
0
1941777 637/G01 F 328,500.00 ZZ
360 328,268.14 1
6472 CANTILES AVENUE 7.750 2,353.42 88
7.500 2,353.42 375,000.00
CYPRESS CA 90630 1 08/10/99 01
0431526722 05 10/01/99 25
1
4307245 O 09/01/29
0
1941779 637/G01 F 280,000.00 ZZ
360 279,812.13 1
5 LARKIN STREET S 8.000 2,054.54 74
7.750 2,054.54 380,000.00
HUNTINGTON STAT NY 11746 1 08/27/99 00
0431510684 05 10/01/99 0
0013292859 O 09/01/29
0
1941781 299/G01 F 424,000.00 ZZ
360 422,901.10 1
176 THOUSAND OAKS DRIVE 7.250 2,892.43 80
7.000 2,892.43 530,000.00
PITTSBURGH PA 15241 1 06/30/99 00
0431483700 05 08/01/99 0
0001049708 O 07/01/29
0
1941785 299/G01 F 300,000.00 ZZ
360 299,239.54 1
12590 SANFORD STREET 6.875 1,970.79 75
6.625 1,970.79 400,000.00
LOS ANGELES CA 90066 1 05/28/99 00
0431468933 05 08/01/99 0
0001082050 O 07/01/29
0
1941788 299/G01 F 263,000.00 ZZ
360 262,567.58 1
5 NANTUCKET GARTH 7.000 1,749.75 79
6.750 1,749.75 335,000.00
PHOENIX MD 21131 2 06/29/99 00
0431468131 05 09/01/99 0
0001087415 O 08/01/29
0
1941790 637/G01 F 302,600.00 ZZ
360 302,396.95 1
33 WILLOTTA DRIVE 8.000 2,220.38 83
7.750 2,220.38 365,000.00
SUISUN CITY CA 94585 1 08/26/99 04
0431511187 05 10/01/99 12
0018374207 O 09/01/29
0
1
1941791 299/G01 F 300,000.00 ZZ
360 299,542.04 1
253 SOUTH HILLCREST STREET 7.375 2,072.03 76
7.125 2,072.03 395,500.00
ANAHEIM CA 92807 1 06/30/99 00
0431482868 05 09/01/99 0
0001084804 O 08/01/29
0
1941794 637/G01 F 452,000.00 ZZ
360 451,726.18 1
2026 COMPASS COURT 8.500 3,475.49 80
8.250 3,475.49 570,000.00
BODEGA BAY CA 94923 1 08/18/99 00
0431528678 03 10/01/99 0
0018359943 O 09/01/29
0
1941796 637/G01 F 450,000.00 ZZ
360 449,690.31 1
111 DURAZNO WAY 7.875 3,262.82 55
7.625 3,262.82 830,000.00
MENLO PARK CA 94025 1 08/13/99 00
0431511179 05 10/01/99 0
0015295751 O 09/01/29
0
1941799 299/G01 F 467,950.00 ZZ
360 467,161.47 1
4257 WINDING WOODS WAY 6.875 3,074.10 39
6.625 3,074.10 1,200,000.00
FAIR OAKS CA 95628 2 06/29/99 00
0431482447 05 09/01/99 0
0001071686 O 08/01/29
0
1941800 420/G01 F 650,000.00 ZZ
360 650,000.00 1
4547 ST ANDREWS COURT 7.875 4,712.96 78
7.625 4,712.96 835,000.00
SUISUN CA 94585 1 08/26/99 00
0431463892 05 11/01/99 0
0000426262 O 10/01/29
0
1941805 299/G01 F 263,920.00 ZZ
360 263,517.12 1
138 CARLISLE ROAD 7.375 1,822.83 80
7.125 1,822.83 329,900.00
1
WESTFORD MA 01886 1 07/16/99 00
0431484021 05 09/01/99 0
1082867 O 08/01/29
0
1941808 299/G01 F 365,600.00 ZZ
360 365,041.91 1
7010 FOREST HILL DRIVE 7.375 2,525.11 80
7.125 2,525.11 457,000.00
HYATTSVILLE MD 20782 1 07/22/99 00
0431465855 05 09/01/99 0
1090132 O 08/01/29
0
1941810 299/G01 F 360,000.00 ZZ
360 359,502.87 1
8333 DELMAR LN 7.875 2,610.25 75
7.625 2,610.25 480,000.00
PRAIRIE VILLAGE KS 66207 5 07/20/99 00
0431483387 03 09/01/99 0
0001091247 O 08/01/29
0
1941813 299/G01 F 280,000.00 ZZ
360 279,593.41 1
2570 ALISTER AVENUE 7.625 1,981.82 77
7.375 1,981.82 367,500.00
TUSTIN CA 92782 1 07/07/99 00
0431465376 01 09/01/99 0
0001089813 O 08/01/29
0
1941814 299/G01 F 328,000.00 ZZ
360 327,227.74 1
6506 SOUTH DEVONSHIRE COURT 7.250 2,237.54 80
7.000 2,237.54 410,000.00
SPOKANE WA 99223 2 06/22/99 00
0431465608 05 08/01/99 0
462392 O 07/01/29
0
1941815 299/G01 F 256,000.00 ZZ
360 255,110.85 1
5897 BRIDLE WAY 6.750 1,660.42 80
6.500 1,660.42 320,000.00
SAN JOSE CA 95123 1 05/01/99 00
0431465392 05 07/01/99 0
0001045393 O 06/01/29
0
1
1941817 562/G01 F 176,250.00 ZZ
360 176,250.00 1
17 SUMMIT ROAD 8.375 1,339.63 75
8.125 1,339.63 235,000.00
KATONAH NY 10536 2 09/08/99 00
0431472141 05 11/01/99 0
601476 O 10/01/29
0
1941818 299/G01 F 570,000.00 ZZ
360 565,392.72 1
455 1ST AVENUE 6.625 3,649.78 73
6.375 3,649.78 790,000.00
HALF MOON BAY CA 94019 2 05/19/99 00
0431483593 05 07/01/99 0
0001045688 O 06/01/29
0
1941819 299/G01 F 259,200.00 ZZ
360 257,790.41 1
911 MARLBANK DRIVE 6.875 1,702.76 90
6.625 1,702.76 288,000.00
YORKTOWN VA 23692 1 05/27/99 04
0431483007 09 07/01/99 25
1065293 O 06/01/29
0
1941822 299/G01 F 315,000.00 ZZ
360 314,294.27 1
8202 DRYBANK DRIVE 7.500 2,202.53 74
7.250 2,202.53 430,000.00
HUNTINGTON BEAC CA 92646 2 06/17/99 00
0431466069 05 08/01/99 0
0001071714 O 07/01/29
0
1941823 299/G01 F 255,400.00 ZZ
360 255,200.76 1
5372 CHIEFTAIN CIRCLE 7.250 1,742.28 80
7.000 1,742.28 319,730.00
ALEXANDRIA VA 22312 1 08/06/99 00
0431465632 03 10/01/99 0
0001062996 O 09/01/29
0
1941824 299/G01 F 276,000.00 ZZ
360 275,618.87 1
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READING MA 01867 5 07/07/99 00
0431465442 05 09/01/99 0
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MARBLEHEAD MA 01945 1 07/15/99 00
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LAGUNA NIGUEL CA 92677 2 08/05/99 00
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FREMONT CA 94536 1 07/13/99 00
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1941858 299/G01 F 412,500.00 ZZ
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0431482371 03 08/01/99 0
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1941873 299/G01 F 349,600.00 ZZ
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FAIRFAX VA 22030 1 08/31/99 00
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6060072289 03 10/01/99 0
6060072289 O 09/01/29
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1941990 F27/F27 F 280,000.00 ZZ
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ALEXANDRIA VA 22306 1 08/17/99 00
6060092239 05 10/01/99 0
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0431467067 05 09/01/99 0
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1942087 A50/A50 F 270,000.00 ZZ
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ARCADIA CA 91007 2 07/14/99 00
0431509231 05 09/01/99 0
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1942107 664/G01 F 260,000.00 ZZ
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GLENDALE CA 91206 1 07/26/99 00
0431509421 05 09/01/99 0
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1942108 664/G01 F 340,000.00 ZZ
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0431509223 05 09/01/99 0
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1942112 664/G01 F 404,800.00 ZZ
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LOS ANGELES CA 90048 1 07/21/99 00
0431509330 05 09/01/99 0
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GLENDALE CA 91202 1 07/15/99 00
0431482702 05 09/01/99 0
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1942120 964/G01 F 305,400.00 ZZ
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IRVINE CA 92612 1 09/07/99 00
0431467851 01 11/01/99 0
64162 O 10/01/29
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1942123 664/G01 F 500,000.00 ZZ
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OAKDALE CA 95631 2 08/01/99 00
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1942124 E86/G01 F 384,800.00 ZZ
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FAIRFIELD CT 06430 1 05/21/99 00
0431480045 05 07/01/99 0
41049 O 06/01/29
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1942126 664/G01 F 288,800.00 ZZ
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19332 PAUMA VALLEY DRIVE 8.000 2,119.12 80
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NORTHRIDGE AREA CA 91326 1 07/29/99 00
0431510007 05 09/01/99 0
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1942127 964/G01 F 360,000.00 ZZ
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8829 MONTAGNA DRIVE 8.000 2,641.55 80
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LAS VEGAS NV 89134 1 09/03/99 00
0431471689 03 11/01/99 0
62195 O 10/01/29
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1942161 664/G01 F 300,000.00 ZZ
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28205 CAMAS COURT 8.000 2,201.30 80
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VALENCIA AREA CA 91354 1 08/02/99 00
0431477165 03 10/01/99 0
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1942164 B57/G01 F 321,000.00 ZZ
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11754 EAST BARRANCA ROAD 7.875 2,327.48 62
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CAMARILLO CA 93012 1 09/02/99 00
0431473040 05 11/01/99 0
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1942175 E84/G01 F 283,200.00 ZZ
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5 CRESTED BUTTE CIRCLE 7.875 2,053.40 80
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LAGUNA NIGUEL CA 92677 1 08/10/99 00
0431470210 03 10/01/99 0
39990032 O 09/01/29
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1942183 E84/G01 F 247,950.00 ZZ
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7819 TWILIGHT CIRCLE 7.500 1,733.70 95
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PARKVILLE MO 64152 1 07/13/99 21
0431469717 03 09/01/99 30
12101060 O 08/01/29
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1942186 E84/G01 F 404,000.00 ZZ
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SAN FRANCISCO CA 94116 1 07/13/99 00
0431470442 05 09/01/99 0
23090578 O 08/01/29
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ALAMEDA CA 94501 1 07/01/99 00
0431509173 05 09/01/99 0
53590075 O 08/01/29
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1942192 E84/G01 F 247,950.00 ZZ
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LOS ANGELES CA 90049 1 07/22/99 10
0431509132 01 09/01/99 30
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1942194 E84/G01 F 295,000.00 ZZ
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SAN JOSE CA 95120 5 07/13/99 00
0431473693 05 09/01/99 0
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1942199 E84/G01 F 259,600.00 ZZ
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PARK RIDGE IL 60068 1 06/24/99 00
0431519461 05 08/01/99 0
11200989 O 07/01/29
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1942201 E84/G01 F 306,400.00 ZZ
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3916 SIERRA VISTA DRIVE 7.750 2,195.09 80
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VACAVILLE CA 95688 1 07/21/99 00
0431469840 05 09/01/99 0
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1942204 E84/G01 F 324,000.00 ZZ
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NOVATO CA 94947 1 06/18/99 00
0431472554 05 09/01/99 0
52590093 O 08/01/29
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1942207 E84/G01 F 388,000.00 ZZ
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CHICAGO IL 60657 1 06/29/99 00
0431472372 05 08/01/99 0
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1942213 E84/G01 F 278,000.00 ZZ
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PETALUMA CA 94954 1 08/16/99 00
0431470202 03 10/01/99 0
49090120 O 09/01/29
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1942257 E84/G01 F 400,000.00 ZZ
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OAKLAND CA 94618 1 07/15/99 00
0431514694 09 09/01/99 0
50590034 O 08/01/29
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1942258 E84/G01 F 260,000.00 ZZ
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HIGHLANDS RANCH CO 80126 1 08/19/99 00
0431470251 03 10/01/99 0
10091499 O 09/01/29
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1942261 E84/G01 F 287,950.00 ZZ
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28925 234TH AVENUE SOUTHEAST 7.625 2,038.09 80
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BLACK DIAMOND WA 98010 1 06/16/99 00
0431470004 05 08/01/99 0
1
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1942263 E84/G01 F 430,000.00 ZZ
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FALLBROOK CA 92028 1 06/28/99 00
0431470319 03 08/01/99 0
19401044 O 07/01/29
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1942264 738/738 F 1,000,000.00 ZZ
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BRENTWOOD TN 37027 1 09/27/99 00
4748197 03 11/01/99 0
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1942267 E84/G01 F 510,000.00 ZZ
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MONTARA CA 94037 1 06/21/99 00
0431519396 05 08/01/99 0
14090250 O 07/01/29
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1942271 E84/G01 F 500,000.00 ZZ
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PALO ALTO CA 94303 5 07/15/99 00
0431509157 05 09/01/99 0
14090498 O 08/01/29
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1942277 E84/G01 F 340,000.00 ZZ
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10 ECHO DRIVE 7.000 2,262.03 56
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DARIEN CT 06820 5 06/28/99 00
0431509165 05 09/01/99 0
19502051 O 08/01/29
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1942284 E84/G01 F 318,240.00 ZZ
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ALAMEDA CA 94501 1 07/29/99 00
0431520956 05 09/01/99 0
50590056 O 08/01/29
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1942289 E84/G01 F 353,250.00 ZZ
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MILLERSVILLE MD 21108 1 07/20/99 10
0431514678 05 09/01/99 25
19700087 O 08/01/29
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1942291 E84/G01 F 396,000.00 ZZ
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OAK PARK IL 60302 1 07/14/99 00
0431473586 05 09/01/99 0
19100049 O 08/01/29
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1942293 E84/G01 F 300,000.00 ZZ
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0431509181 03 09/01/99 0
19402099 O 08/01/29
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1942296 E84/G01 F 275,000.00 ZZ
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4330 MONTGOMERY STREET 7.625 1,946.43 72
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OAKLAND CA 94611 5 07/13/99 00
0431509140 05 09/01/99 0
54090318 O 08/01/29
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1942298 E84/G01 F 340,000.00 ZZ
360 339,518.51 1
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HIGHWOOD IL 60040 1 07/28/99 00
0431472190 05 09/01/99 0
11101439 O 08/01/29
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1942301 E84/G01 F 344,600.00 ZZ
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3809 LAXTON COURT 7.250 2,350.78 81
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CHARLOTTE NC 28270 1 08/01/99 95
0431520733 05 10/01/99 0
19402133 O 09/01/29
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1942304 E84/G01 F 645,000.00 ZZ
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19 SHELTERWOOD PLACE 7.375 4,454.85 79
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DANVILLE MO 64506 1 08/11/99 00
0431472489 03 10/01/99 0
11401190 O 09/01/29
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1942314 F27/F27 F 279,900.00 ZZ
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CROFTON MD 21114 1 08/31/99 00
6060085437 03 10/01/99 0
6060085437 O 09/01/29
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1942317 F27/F27 F 300,000.00 ZZ
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OLNEY MD 20832 1 08/24/99 00
6060079062 05 10/01/99 0
6060079062 O 09/01/29
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1942323 F27/F27 F 346,300.00 ZZ
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402 BARNSIDE PLACE 7.125 2,333.09 75
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ROCKVILLE MD 20850 1 08/10/99 00
6060078422 03 10/01/99 0
6060078422 O 09/01/29
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1942326 F27/F27 F 272,000.00 ZZ
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4101 DEWMAR COURT 7.750 1,948.65 80
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KENSINGTON MD 20895 1 08/13/99 00
6060092573 05 10/01/99 0
6060092573 O 09/01/29
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1942334 F27/F27 F 186,250.00 ZZ
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13735 MONARCH VISTA DRIVE 7.625 1,318.27 80
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GERMANTOWN MD 20874 1 08/06/99 00
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6060078279 O 09/01/29
0
1942342 F27/F27 F 452,800.00 ZZ
360 452,446.77 1
10115 RATCLIFFE MANOR DRIVE 7.250 3,088.90 80
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FAIRFAX VA 22030 1 08/27/99 00
6060059010 03 10/01/99 0
6060059010 O 09/01/29
0
1942346 F27/F27 F 206,750.00 ZZ
360 206,580.52 1
10650 FENCE POST COURT 7.000 1,375.52 80
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MANASSAS VA 20112 1 08/11/99 00
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6060060787 O 09/01/29
0
1942434 F27/F27 F 289,050.00 ZZ
360 288,851.07 1
19004 STARKEY TERRACE 7.875 2,095.82 80
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BROOKEVILLE MD 20833 1 08/31/99 00
6060073943 03 10/01/99 0
6060073943 O 09/01/29
0
1942455 B75/G01 F 270,000.00 ZZ
360 269,832.18 1
1
1239 RUBERTA AVENUE 8.375 2,052.20 90
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GLENDALE CA 91201 1 08/24/99 11
0431480524 05 10/01/99 25
1704360 O 09/01/29
0
1942464 624/G01 F 460,000.00 ZZ
360 458,515.41 1
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0431494525 03 07/01/99 0
46001790086 O 06/01/29
0
1942473 964/G01 F 343,100.00 ZZ
360 343,100.00 1
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APTOS CA 95003 1 09/02/99 00
0431471044 05 11/01/99 0
61445 O 10/01/29
0
1942516 F27/F27 F 400,000.00 ZZ
360 399,687.96 1
10911 SANDY MANOR DRIVE 7.250 2,728.71 59
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FAIRFAX STATION VA 22039 4 08/02/99 00
6060056623 03 10/01/99 0
6060056623 O 09/01/29
0
1942518 M11/G01 F 432,000.00 ZZ
360 432,000.00 1
801 COUNTRY CLUB 8.125 3,207.59 80
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HEATH TX 75087 4 09/10/99 00
0431486778 03 11/01/99 0
002179 O 10/01/29
0
1942530 F27/F27 F 398,500.00 ZZ
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10106 OAKTON DRIVE 7.625 2,820.56 80
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OAKTON VA 22124 1 08/30/99 00
6060093839 03 10/01/99 0
1
6060093839 O 09/01/29
0
1942534 F27/F27 F 251,100.00 ZZ
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17830 CRICKET HILL DRIVE 7.750 1,798.92 80
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GERMANTOWN MD 20874 1 08/31/99 00
6060083841 03 10/01/99 0
6060083841 O 09/01/29
0
1942537 638/G01 F 280,000.00 ZZ
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104 VARGAS COURT 8.000 2,054.54 67
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MILPITAS CA 95035 2 08/24/99 00
0431478478 05 10/01/99 0
8913609 O 09/01/29
0
1942540 E84/G01 F 504,000.00 ZZ
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4495 A 25TH STREET 6.750 3,268.93 80
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SAN FRANCISCO CA 94114 1 06/01/99 00
0431482066 05 08/01/99 0
10690071 O 07/01/29
0
1942541 664/G01 F 275,000.00 ZZ
360 274,580.50 1
2163 DUSTIN WAY 7.750 1,970.14 72
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SANTA CRUZ CA 95062 5 07/16/99 00
0431509264 05 09/01/99 0
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0
1942545 664/G01 F 279,450.00 ZZ
360 279,044.20 1
630 MERCEDES AVENUE 7.625 1,977.93 90
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PASADENA CA 91107 1 07/30/99 11
0431509249 05 09/01/99 25
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1
1942546 664/G01 F 296,000.00 ZZ
360 295,796.29 1
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ARCADIA CA 91107 1 08/02/99 00
0431485242 05 10/01/99 0
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1942550 664/G01 F 274,400.00 ZZ
360 273,991.43 1
3029 BLAZING STAR DRIVE 7.500 1,918.65 90
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THOUSAND OAKS CA 91362 1 07/22/99 11
0431509363 01 09/01/99 25
0003097557 O 08/01/29
0
1942553 664/G01 F 288,000.00 ZZ
360 287,806.75 1
957 EAST BAY HILL PLACE 8.000 2,113.25 80
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PLACENTIA CA 92870 1 08/13/99 00
0431482728 05 10/01/99 0
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0
1942555 664/G01 F 276,000.00 ZZ
360 275,618.85 1
28832 WOODSIDE DRIVE 7.875 2,001.20 80
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SAUGUS AREA CA 91350 5 07/08/99 00
0431509389 05 09/01/99 0
0003189065 O 08/01/29
0
1942571 664/G01 F 292,000.00 ZZ
360 291,564.38 1
2421 CARRIAGE CIRCLE 7.875 2,117.21 80
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OCEANSIDE CA 92056 1 07/21/99 00
0431509355 05 09/01/99 0
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0
1942578 664/G01 F 296,750.00 ZZ
360 296,540.55 1
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1
PLACENTIA CA 92870 1 08/12/99 00
0431485200 03 10/01/99 0
0003190477 O 09/01/29
0
1942582 811/G01 F 410,000.00 ZZ
360 410,000.00 1
18690 WESTVIEW DRIVE 7.750 2,937.29 66
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SARATOGA CA 95070 1 09/02/99 00
0431476118 05 11/01/99 0
RM02212579 O 10/01/29
0
1942583 664/G01 F 269,600.00 ZZ
360 269,428.08 1
385 QUEENBURY STREET 8.250 2,025.42 80
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THOUSAND OAKS CA 91360 1 08/16/99 00
0431509298 05 10/01/99 0
003260213 O 09/01/29
0
1942588 F27/F27 F 340,000.00 ZZ
360 339,700.02 1
1331 LESSARD LANE 6.625 2,177.06 80
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MCLEAN VA 22101 1 08/05/99 00
6060087847 09 10/01/99 0
6060087847 O 09/01/29
0
1942592 664/G01 F 263,600.00 ZZ
360 263,436.15 1
10110 LOUISE AVENUE 8.375 2,003.56 95
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NORTHRIDGE AREA CA 91325 1 08/04/99 11
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0
1942594 664/G01 F 328,000.00 ZZ
360 327,535.49 1
6052 PASO LOS CERRITOS 7.750 2,349.84 64
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SAN JOSE CA 95120 5 07/13/99 00
0431509306 05 09/01/99 0
000 O 08/01/29
0
1
1942601 664/G01 F 428,000.00 ZZ
360 427,438.16 1
10780 ROCHESTER AVENUE 8.125 3,177.89 80
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LOS ANGELES CA 90024 1 07/20/99 00
0431509314 05 09/01/99 0
000 O 08/01/29
0
1942641 601/G01 F 288,000.00 ZZ
360 287,560.35 1
17315 6TH AVE N 7.375 1,989.15 80
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PLYMOUTH MN 55447 1 07/22/99 00
0431507326 05 09/01/99 0
1374097 O 08/01/29
0
1942645 601/G01 F 317,250.00 ZZ
360 316,789.30 1
13724 NEVADA CIRCLE 7.625 2,245.48 90
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SAVAGE MN 55378 1 07/23/99 04
0431507375 05 09/01/99 25
1375790 O 08/01/29
0
1942655 601/G01 F 385,000.00 ZZ
360 384,481.63 1
12 RYSTIC RIDGE ROAD 8.000 2,824.99 66
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RANDOLPH NJ 07869 1 07/30/99 00
0431510189 05 09/01/99 0
19990161 O 08/01/29
0
1942658 601/G01 F 390,000.00 ZZ
360 389,447.70 1
2547 FRAYS MILL ROAD 7.750 2,794.01 73
7.500 2,794.01 540,177.00
RUCKERSVILLE VA 22968 2 07/26/99 00
0431510205 05 09/01/99 0
31479 O 08/01/29
0
1942662 601/G01 F 302,400.00 ZZ
360 301,904.35 1
1
16706 JACKPINE TRAIL 7.375 2,088.61 90
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LAKEVILLE MN 55044 1 07/16/99 12
0431507524 05 09/01/99 25
13727599 O 08/01/29
0
1942665 601/G01 F 318,400.00 ZZ
360 317,949.09 1
11 BRIAR ROAD 7.750 2,281.06 80
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STRAFFORD PA 19087 1 07/30/99 00
0431508324 05 09/01/99 0
13774310110 O 08/01/29
0
1942672 601/G01 F 280,000.00 ZZ
360 278,921.49 1
850 DRUMMORE LANE 7.375 1,933.90 95
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FRANKFORT IL 60423 1 04/28/99 12
0431510221 05 06/01/99 30
1345314 O 05/01/29
0
1942674 601/G01 F 314,150.00 ZZ
360 313,313.89 1
220 WILLIAM PENN BLVD 6.625 2,011.54 72
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WEST CHESTER PA 19382 1 06/30/99 00
0431510791 05 08/01/99 0
13657697110 O 07/01/29
0
1942679 601/G01 F 328,500.00 ZZ
360 327,531.65 1
298 CLIFTON ROAD 8.000 2,410.42 90
7.750 2,410.42 365,000.00
PACIFICA CA 94044 1 06/14/99 10
0431507417 05 08/01/99 25
13458880 O 07/01/29
0
1942684 601/G01 F 271,200.00 ZZ
360 270,764.97 1
1617 CONQUEST WAY 7.125 1,827.12 80
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FORT WASHINGTON PA 19034 1 07/14/99 00
0431505932 05 09/01/99 0
1
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0
1942790 964/G01 F 400,000.00 ZZ
360 400,000.00 1
910 ROSE AVENUE 7.750 2,865.65 80
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PIEDMONT CA 94611 1 09/01/99 00
0431474907 05 11/01/99 0
63927 O 10/01/29
0
1942822 601/G01 F 298,184.00 ZZ
360 297,772.22 1
3844 WEST 143RD TERRACE 7.875 2,162.05 80
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LEAWOOD KS 66224 1 07/30/99 00
0431510312 03 09/01/99 0
990619 O 08/01/29
0
1942828 601/G01 F 350,000.00 ZZ
360 349,759.13 1
3917 PLYMOUTH ROAD 7.875 2,537.75 68
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MINNETONKA MN 55305 1 08/13/99 00
0431507995 05 10/01/99 0
11400068 O 09/01/29
0
1942834 601/G01 F 262,200.00 ZZ
360 262,014.93 1
LOT 6 ALLENWOOD RD 7.750 1,878.44 95
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WALL NJ 07719 1 08/06/99 04
0431507458 05 10/01/99 30
137708345110 O 09/01/29
0
1942837 601/G01 F 283,500.00 ZZ
360 283,108.50 1
1568 CLIFTON LANDING LANE 7.875 2,055.58 90
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KILMARNOCK VA 22482 1 07/09/99 04
0431506104 05 09/01/99 25
02385RR O 08/01/29
0
1
1942842 601/G01 F 267,820.00 ZZ
360 267,411.16 1
5119 KEITTS CORNER RD 7.375 1,849.77 72
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MECHANICSVILLE VA 23111 1 07/29/99 00
0431505585 05 09/01/99 0
0000966544 O 08/01/29
0
1942846 601/G01 F 272,000.00 ZZ
360 271,633.77 1
403 LEAH DRIVE 8.000 1,995.84 80
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FORT WASHINGTON PA 19034 1 07/28/99 00
0431507987 05 09/01/99 0
9904261 O 08/01/29
0
1942847 601/G01 F 274,550.00 ZZ
360 274,030.28 1
493 PINEHURST 7.375 1,896.25 85
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CANTON MI 48188 1 07/02/99 19
0431508316 05 09/01/99 12
003996435 O 08/01/29
0
1942851 601/G01 F 260,000.00 ZZ
360 259,631.81 1
5 CEDARCREST COURT 7.750 1,862.67 80
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DOYLESTOWN TOWN PA 18901 1 07/29/99 00
0431506112 05 09/01/99 0
9904588 O 08/01/29
0
1942852 601/G01 F 310,000.00 ZZ
360 309,526.79 1
7907 PINE ROAD 7.375 2,141.09 78
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WYNDOMOOR PA 19038 1 07/30/99 00
0431509116 05 09/01/99 0
9905142 O 08/01/29
0
1942854 601/G01 F 335,000.00 ZZ
360 334,751.38 1
6411 OXBOW BEND 7.500 2,342.37 70
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1
CHANHASSEN MN 55317 1 08/13/99 00
0431507474 05 10/01/99 0
1378169 O 09/01/29
0
1942856 601/G01 F 382,000.00 ZZ
360 380,982.33 1
8 MICHAELS WAY 8.000 2,802.98 80
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BROOMALL PA 19008 1 07/06/99 00
0431510304 03 09/01/99 0
9903381 O 08/01/29
0
1942859 601/G01 F 335,200.00 ZZ
360 333,356.29 1
6301 MERCEDES BEND 7.875 2,430.43 80
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AUSTIN TX 78759 1 06/30/99 00
0431510262 05 08/01/99 0
093321817 O 07/01/29
0
1942862 601/G01 F 256,500.00 ZZ
360 256,136.75 1
1204 WEST CHATHAM DRIVE 7.750 1,837.60 86
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PAYSON AZ 85541 2 07/21/99 01
0431508340 05 09/01/99 25
99452 O 08/01/29
0
1942884 638/G01 F 320,000.00 ZZ
360 320,000.00 1
55 TARAS TRAIL 8.000 2,348.05 79
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SEVERNA PARK MD 21146 2 09/02/99 00
0431487776 03 11/01/99 0
08922123 O 10/01/29
0
1942890 638/G01 F 324,500.00 ZZ
360 324,287.74 1
5500 OAK COURT 8.125 2,409.40 74
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MINERAL VA 23117 1 08/31/99 00
0431488972 05 10/01/99 0
08904139 O 09/01/29
0
1
1942897 638/G01 F 240,000.00 ZZ
360 240,000.00 1
6388 WEST 6250 SOUTH 8.250 1,803.04 70
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SPANISH FORK UT 84660 2 09/02/99 00
0431488923 05 11/01/99 0
08920839 O 10/01/29
0
1942926 253/253 F 247,500.00 ZZ
360 247,346.16 1
36 OLD CANONCITO ROAD 8.375 1,881.18 54
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SANTA FE NM 87505 2 09/02/99 00
944465 05 10/01/99 0
944465 O 09/01/29
0
1942930 F27/F27 F 144,000.00 ZZ
360 143,900.90 1
2201 MACKENZIE PLACE 7.875 1,044.10 80
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WOODBRIDGE VA 22191 1 08/26/99 00
6060097192 03 10/01/99 0
6060097192 O 09/01/29
0
1942937 664/G01 F 271,200.00 ZZ
360 270,825.50 1
25966 ESHELMAN AVENUE 7.875 1,966.39 80
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LOMITA CA 90717 1 07/21/99 00
0431482611 01 09/01/99 0
0003093473 O 08/01/29
0
1942943 F27/F27 F 349,600.00 ZZ
360 349,346.97 1
523 WEST MONTGOMERY AVENUE 7.625 2,474.45 80
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ROCKVILLE MD 20850 1 08/18/99 00
6060074567 05 10/01/99 0
6060074567 O 09/01/29
0
1942946 638/G01 F 113,600.00 ZZ
360 113,531.18 1
1
5 WOOSTER STREET 8.500 873.49 80
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BETHEL CT 06801 1 09/01/99 00
0431484476 07 10/01/99 0
08924639 O 09/01/29
0
1942947 F27/F27 F 500,000.00 ZZ
360 499,638.11 1
3359 V LANE 7.625 3,538.97 61
7.375 3,538.97 822,955.00
OAKTON VA 22124 1 08/30/99 00
6060094932 03 10/01/99 0
6060094932 O 09/01/29
0
1942955 F27/F27 F 280,050.00 ZZ
360 278,916.86 1
2520 HOWARD GROVE ROAD 7.125 1,886.75 79
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DAVIDSONVILLE MD 21035 1 04/01/99 00
6060039796 03 06/01/99 0
6060039796 O 05/01/29
0
1942960 638/G01 F 109,800.00 ZZ
360 109,726.33 1
2052 COLBORNE DRIVE 8.000 805.67 69
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PLANO TX 75025 2 09/02/99 00
0431483270 05 10/01/99 0
8923369 O 09/01/29
0
1942963 F27/F27 F 650,000.00 ZZ
360 649,124.82 1
LOT 7 THUNDER ROAD 8.000 4,769.47 77
7.750 4,769.47 850,000.00
HAYMARKET VA 22069 4 07/15/99 00
156318646 03 09/01/99 0
156318646 O 08/01/29
0
1942964 638/G01 F 80,000.00 ZZ
360 79,950.27 1
502 KATHY LANE 8.375 608.06 60
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BELGRADE MT 59714 1 08/31/99 00
0431485192 05 10/01/99 0
1
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0
1942965 638/G01 F 285,517.00 ZZ
360 285,517.00 1
10381 EQUINE DRIVE 8.250 2,144.99 80
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SACRAMENTO CA 95829 1 09/01/99 00
0431485309 05 11/01/99 0
08871190 O 10/01/29
0
1942967 F27/F27 F 363,850.00 ZZ
360 363,611.99 1
6979 JEREMIAH COURT 8.125 2,701.58 80
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MANASSAS VA 20111 1 08/02/99 00
6060064596 05 10/01/99 0
6060064596 O 09/01/29
0
1942996 E84/G01 F 391,600.00 ZZ
360 391,600.00 1
136 GARFIELD STREET 8.000 2,873.42 80
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DENVER CO 80206 1 09/10/99 00
0431492594 09 11/01/99 0
80003744 O 10/01/29
0
1943185 A35/G01 F 150,000.00 ZZ
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221 15TH AVENUE 8.375 1,140.11 75
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WEST BABYLON NY 11704 2 08/25/99 00
0431487966 05 10/01/99 0
000 O 09/01/29
0
1943191 A35/G01 F 256,800.00 ZZ
360 256,609.42 1
9 JOHNSTON STREET 7.500 1,795.58 80
7.250 1,795.58 321,000.00
LOCUST VALLEY NY 11560 1 08/12/99 00
0431487941 05 10/01/99 0
9528 O 09/01/29
0
1
1943199 A35/G01 F 388,000.00 ZZ
360 387,436.57 1
7 OLD ESTATE ROAD 7.625 2,746.24 80
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GLEN COVE NY 11542 1 07/20/99 00
0431494756 05 09/01/99 0
000 O 08/01/29
0
1943278 L86/G01 F 532,000.00 ZZ
360 532,000.00 1
25 MOUNTAIN LAUREL 7.875 3,857.37 80
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DOVE CANYON ARE CA 92679 1 09/29/99 00
0431525278 05 11/01/99 0
20500879 O 10/01/29
0
1943579 664/G01 F 337,500.00 ZZ
360 336,833.19 1
19368 WELLS DRIVE 8.125 2,505.93 90
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TARZANA AREA CA 91356 1 06/18/99 11
0431509447 05 08/01/99 25
0003162302 O 07/01/29
0
1943631 069/G01 F 331,200.00 ZZ
360 331,200.00 1
3672 FENLEY DRIVE 8.125 2,459.16 80
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LOS ANGELES CA 90720 1 09/08/99 00
0431478239 05 11/01/99 0
35123617657 O 10/01/29
0
1943716 B60/G01 F 518,400.00 ZZ
360 518,400.00 1
1045 PARK AVENUE 8.000 3,803.84 80
7.750 3,803.84 648,000.00
LAGUNA BEACH CA 92651 1 08/27/99 00
0431486471 05 11/01/99 0
275714 O 10/01/29
0
1943719 E45/E45 F 375,000.00 ZZ
360 373,759.68 1
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1
CLAYTON GA 30525 1 05/07/99 00
52431 05 07/01/99 0
52431 O 06/01/29
0
1943723 E45/E45 F 322,500.00 ZZ
360 321,257.83 1
9695 FOXWORTH DRIVE 7.375 2,227.43 75
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ALPHARETTA GA 30022 5 04/22/99 00
50686 03 06/01/99 0
50686 O 05/01/29
0
1943726 B60/G01 F 120,000.00 ZZ
360 120,000.00 1
15 ROCKCLIFF PLACE 8.375 912.09 75
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POMONA CA 91766 1 09/02/99 00
0431498468 05 11/01/99 0
275515 O 10/01/29
0
1943727 E45/E45 F 270,000.00 ZZ
360 269,128.62 1
1320 DOGWOOD DRIVE 7.125 1,819.04 79
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GREENSBORO GA 30642 1 06/01/99 00
52718 03 07/01/99 0
52718 O 06/01/29
0
1943736 B60/G01 F 504,000.00 ZZ
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274961 O 10/01/29
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70002588 O 10/01/29
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42681 O 10/01/29
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30013269 O 10/01/29
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1944054 638/G01 F 272,000.00 ZZ
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8922503 O 09/01/29
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1
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8926140 O 10/01/29
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8925413 O 10/01/29
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19401053 O 07/01/29
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1
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1403963 O 09/01/29
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2104056 O 09/01/29
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1
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30013283 O 10/01/29
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63312 O 10/01/29
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0431506997 05 10/01/99 0
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9901232272 O 10/01/29
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1944428 665/G01 F 295,000.00 ZZ
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1
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0431497569 03 11/01/99 0
9901231953 O 10/01/29
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9901232262 O 10/01/29
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64434 O 10/01/29
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125636 O 09/01/29
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217097009 O 09/01/29
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0431511302 03 11/01/99 0
24093000 O 10/01/29
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9318825 O 09/01/29
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08918776 O 10/01/29
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0431507656 05 10/01/99 0
08915879 O 09/01/29
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HOLLISTER CA 95023 1 09/15/99 00
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CARLSBAD CA 92009 1 09/10/99 00
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SAN JOSE CA 95138 1 08/27/99 00
000 05 11/01/99 0
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ELK GROVE CA 95758 1 09/20/99 11
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SALINAS CA 93908 1 09/01/99 00
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600184 O 10/01/29
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ANDERSON SC 29625 2 08/09/99 00
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LAGUNA NIGUEL CA 92677 1 09/17/99 00
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63814 O 10/01/29
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CORONA CA 91720 2 09/09/99 10
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LOS ANGELES CA 91020 1 09/20/99 00
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1946168 163/G01 F 346,400.00 ZZ
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0217107949 O 10/01/29
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ANAHEIM CA 92807 1 09/22/99 00
0431518273 03 11/01/99 0
64097 O 10/01/29
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ALTADENA CA 91001 1 09/15/99 00
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11957 CYPRESS VALLEY DRIVE 8.250 2,253.80 80
8.000 2,253.80 375,000.00
SAN DIEGO CA 92131 2 09/17/99 00
0431521574 03 11/01/99 0
8930513 O 10/01/29
0
1946315 638/G01 F 132,000.00 ZZ
360 132,000.00 1
7620 SOUTH 135TH STREET 8.000 968.57 80
7.750 968.57 165,000.00
1
SEATTLE WA 98178 1 09/15/99 00
0431521624 05 11/01/99 0
8922046 O 10/01/29
0
1946434 685/G01 F 251,950.00 ZZ
360 251,950.00 1
287 KENNEDY AVENUE 8.625 1,959.65 80
8.375 1,959.65 315,000.00
SAN BUENAVENTUR CA 93003 1 09/17/99 00
0431529338 05 11/01/99 0
600216 O 10/01/29
0
1946512 685/G01 F 311,900.00 ZZ
360 311,900.00 1
12320 TULIP TREE CIRCLE 8.500 2,398.25 80
8.250 2,398.25 389,900.00
RIVERSIDE CA 92503 1 09/16/99 00
0431523265 05 11/01/99 0
60034 O 10/01/29
0
1946519 685/G01 F 199,500.00 ZZ
360 199,366.13 1
6841 OLIVE AVENUE 8.000 1,463.87 95
7.750 1,463.87 210,000.00
LONG BEACH CA 90805 2 08/26/99 04
0431523208 05 10/01/99 30
119312 O 09/01/29
0
1946549 964/G01 F 400,000.00 ZZ
360 400,000.00 1
1944 LAS FLORES DRIVE 8.125 2,969.99 63
7.875 2,969.99 640,000.00
GLENDALE CA 91207 1 09/20/99 00
0431523034 05 11/01/99 0
64516 O 10/01/29
0
1946550 964/G01 F 274,550.00 ZZ
360 274,550.00 1
9812 LONGDEN AVENUE 8.500 2,111.05 95
8.250 2,111.05 289,000.00
TEMPLE CITY CA 91780 1 09/22/99 04
0431523059 05 11/01/99 30
64082 O 10/01/29
0
1
1946583 966/G01 F 294,500.00 ZZ
360 294,500.00 1
1010 EVERGREEN HILLS ROAD 8.375 2,238.41 95
8.125 2,238.41 310,000.00
DALLAS TX 75208 1 09/27/99 14
0431532811 05 11/01/99 30
40012274 O 10/01/29
0
1946605 825/G01 F 336,000.00 ZZ
360 336,000.00 1
0292 HIGHPOINT DRIVE 7.875 2,436.23 80
7.625 2,436.23 420,000.00
BRECKENRIDGE CO 80424 1 09/29/99 00
0431531458 05 11/01/99 0
14529 O 10/01/29
0
1946607 E87/G01 F 300,000.00 ZZ
360 300,000.00 1
11 LA LITA LANE 8.000 2,201.29 43
7.750 2,201.29 700,000.00
SANTA BARBARA CA 93105 1 09/23/99 00
0431529643 05 11/01/99 0
184852 O 10/01/29
0
1946608 E87/G01 F 127,000.00 ZZ
360 127,000.00 1
94 SOMMER LANE 8.625 987.79 40
8.375 987.79 317,921.00
GOLETA CA 93117 1 09/14/99 00
0431530542 03 11/01/99 0
70002600 O 10/01/29
0
1946657 B60/G01 F 125,500.00 ZZ
360 125,500.00 1
406 GENOA STREET UNIT A 7.875 909.96 79
7.625 909.96 160,000.00
MONROVIA CA 91016 2 09/16/99 00
0431527779 01 11/01/99 0
276404 O 10/01/29
0
1946693 B23/G01 F 315,000.00 ZZ
360 315,000.00 1
1
10837 FARRALONE AVENUE 8.000 2,311.36 70
CHATSWORTH AREA 7.750 2,311.36 450,000.00
LOS ANGELES CA 91311 2 09/20/99 00
0431533751 05 11/01/99 0
88003562 O 10/01/29
0
1946757 136/136 F 100,000.00 ZZ
360 100,000.00 1
40 SEQUAMS LANE WEST 8.750 786.70 31
8.500 786.70 330,000.00
WEST ISLIP NY 11795 1 09/24/99 00
4572280 05 11/01/99 0
4572280 O 10/01/29
0
1946856 956/G01 F 380,000.00 ZZ
360 380,000.00 1
4883 VALKYRIE DRIVE 7.750 2,722.37 55
7.500 2,722.37 700,000.00
BOULDER CO 80301 2 09/24/99 00
0431526482 05 11/01/99 0
2409090048 O 10/01/29
0
1946870 956/G01 F 273,600.00 ZZ
360 273,600.00 1
2708 SOUTH SHADY LANE 8.000 2,007.58 80
7.750 2,007.58 342,000.00
ARLINGTON TX 76001 1 09/23/99 00
0431524511 05 11/01/99 0
1609090104 O 10/01/29
0
1946874 956/G01 F 371,250.00 ZZ
360 371,250.00 1
17150 MITCHELL AVNEUE 8.500 2,854.59 90
8.250 2,854.59 412,500.00
MONUMENT CO 80132 1 09/24/99 04
0431531052 05 11/01/99 25
2409080300 O 10/01/29
0
1946989 814/G01 F 351,700.00 ZZ
360 351,700.00 1
2286 LENOX PLACE 8.375 2,673.18 80
8.125 2,673.18 440,000.00
SANTA CLARA CA 95054 1 09/20/99 00
0431534916 03 11/01/99 0
1
0001165570 O 10/01/29
0
1947013 685/G01 F 271,350.00 ZZ
360 271,350.00 1
5065 BELLA COLLINA 8.375 2,062.46 80
8.125 2,062.46 339,212.00
OCEANSIDE CA 92056 1 09/16/99 00
0431529916 05 11/01/99 0
600281 O 10/01/29
0
1947019 964/G01 F 420,000.00 ZZ
360 420,000.00 1
2545 CORONA WAY 8.125 3,118.49 80
7.875 3,118.49 525,000.00
LAGUNA BEACH CA 92651 1 09/27/99 00
0431529502 05 11/01/99 0
64807 O 10/01/29
0
1947224 685/G01 F 272,700.00 ZZ
360 272,700.00 1
22606 WHITE WING WAY 8.250 2,048.71 80
8.000 2,048.71 340,924.00
SANTA CLARITA CA 91350 1 09/16/99 00
0431535020 05 11/01/99 0
11171998 O 10/01/29
0
1947229 685/G01 F 261,700.00 ZZ
360 261,700.00 1
4085 EQUESTRIAN LANE 8.500 2,012.25 80
8.250 2,012.25 327,136.00
NORCO CA 91760 1 09/16/99 00
0431532845 05 11/01/99 0
11171998 O 10/01/29
0
1947276 163/G01 F 268,000.00 ZZ
360 268,000.00 1
5220 PALMERA DRIVE 8.125 1,989.89 73
7.875 1,989.89 370,000.00
OCEANSIDE CA 92056 2 09/16/99 00
0431535749 05 11/01/99 0
0217101611 O 10/01/29
0
1
1947320 638/G01 F 250,000.00 ZZ
360 250,000.00 1
1933 S. POINT VIEW ST 8.500 1,922.28 72
8.250 1,922.28 350,000.00
LOS ANGELES CA 90034 5 09/17/99 00
0431535616 05 11/01/99 0
08925420 O 10/01/29
0
1947323 638/G01 F 297,000.00 ZZ
360 297,000.00 1
46 VIA TRONIDO 7.875 2,153.46 90
7.625 2,153.46 330,000.00
RANCHO SATNA MA CA 92688 1 09/21/99 10
0431535707 05 11/01/99 25
08930078 O 10/01/29
0
1947333 638/G01 F 223,700.00 ZZ
360 223,700.00 1
22834 MORRO DRIVE 8.375 1,700.28 70
8.125 1,700.28 319,669.00
CARSON CA 90745 1 09/17/99 00
0431535657 05 11/01/99 0
8918409 O 10/01/29
0
2745717 E22/G01 F 147,000.00 ZZ
360 146,141.66 1
40 COLORADO BLVD 7.000 977.99 74
6.750 977.99 200,000.00
DENVER CO 80206 2 02/10/99 00
0411279540 05 04/01/99 0
0411279540 O 03/01/29
0
2768008 M32/M32 F 400,000.00 ZZ
360 396,759.06 1
1066 BARTLETT LANE 7.000 2,661.21 100
6.750 2,661.21 400,000.00
SHESTER SPRINGS PA 19425 1 02/26/99 00
167052901 05 04/01/99 0
167052901 O 03/01/29
0
2788555 623/G01 F 260,600.00 ZZ
360 259,168.51 1
8019 WINGATE DRIVE 7.250 1,777.75 74
7.000 1,777.75 356,000.00
1
GLENN DALE MD 20769 2 03/17/99 00
0431298751 05 05/01/99 0
1189898 O 04/01/29
0
2810010 526/526 F 480,000.00 ZZ
360 478,104.99 1
300 SOUTH PINE STREET 7.250 3,274.45 72
UNIT #402 7.000 3,274.45 670,000.00
TELLURIDE CO 81435 2 04/13/99 00
0368109 01 06/01/99 0
0368109 O 05/01/29
0
2810039 526/526 F 90,000.00 ZZ
360 89,670.16 1
1770 SPRIINGBROOK ROAD 7.625 637.01 61
7.375 637.01 148,000.00
MEDFORD OR 97504 5 04/26/99 00
0368858 05 06/01/99 0
0368858 O 05/01/29
0
2810383 696/G01 F 191,250.00 ZZ
360 190,632.77 1
101 EAST LINDEN STREET 7.125 1,288.49 75
6.875 1,288.49 258,000.00
ALEXANDRIA VA 22301 1 05/21/99 00
0431334879 05 07/01/99 0
22699069 O 06/01/29
0
2827060 976/R97 F 345,000.00 ZZ
360 344,246.12 1
5 VALLEY GATE WAY 7.625 2,441.89 67
7.375 2,441.89 520,000.00
BALTIMORE MD 21208 1 06/04/99 00
TO BE ASSIGNED 03 08/01/99 0
5461371 O 07/01/29
0
2828106 M32/M32 F 313,000.00 ZZ
360 312,038.49 1
521 W DILIDO DRIVE 7.375 2,161.82 100
7.125 2,161.82 313,000.00
MIAMI BEACH FL 33139 1 05/28/99 00
122227002 05 07/01/99 0
122227002 O 06/01/29
0
1
2833344 696/G01 F 308,000.00 ZZ
360 307,359.94 1
1500 NORTH BUCHANAN STREET 7.875 2,233.21 80
7.625 2,233.21 385,000.00
ARLINGTON VA 22205 1 06/24/99 00
0431367853 05 08/01/99 0
23699026 O 07/01/29
0
2837011 K08/G01 F 47,250.00 ZZ
360 47,149.32 1
2536 BROOK HOLLOW COURT 7.750 338.50 75
7.500 338.50 63,000.00
MESQUITE TX 75150 1 06/30/99 00
0411459365 09 08/01/99 0
0411459365 O 07/01/29
0
2838639 K08/G01 F 246,000.00 ZZ
360 245,615.04 1
35 MISTY MEADOW ROAD 7.250 1,678.15 46
7.000 1,678.15 541,000.00
PEMBROKE MA 02359 2 06/28/99 00
0411467103 05 09/01/99 0
0411467103 O 08/01/29
0
2838660 K08/G01 F 59,000.00 ZZ
360 58,783.18 1
9463 WEST 37TH PLACE 8.500 453.66 33
8.250 453.66 180,000.00
WHEAT RIDGE CO 80033 5 06/28/99 00
0411493067 05 08/01/99 0
0411493067 O 07/01/29
0
2848449 976/R97 F 291,900.00 ZZ
360 291,308.49 1
140 PONDEROSA DRIVE 8.000 2,141.86 80
7.750 2,141.86 364,950.00
ZEPHYR COVE NV 89448 1 06/23/99 00
TO BE ASSIGNED 05 08/01/99 0
5756278 O 07/01/29
0
2848458 976/R97 F 422,000.00 ZZ
360 420,928.46 1
1
10 AUDOBON ROAD 8.000 3,096.49 71
7.750 3,096.49 595,000.00
LEXINGTON MA 02173 1 07/08/99 00
TO BE ASSIGNED 05 09/01/99 0
5683239 O 08/01/29
0
2848460 976/R97 F 359,000.00 ZZ
300 357,764.62 1
10803 OLD TAYPORT PLACE 7.500 2,652.98 64
7.250 2,652.98 568,000.00
CHARLOTTE NC 28277 2 06/21/99 00
TO BE ASSIGNED 03 08/01/99 0
5751833 O 07/01/24
0
2848489 976/R97 F 312,000.00 ZZ
360 311,351.60 1
363 INGLESIDE DRIVE 7.875 2,262.22 77
7.625 2,262.22 408,500.00
MADISON MS 39110 1 06/16/99 00
TO BE ASSIGNED 05 08/01/99 0
7986912 O 07/01/29
0
2848536 976/R97 F 415,000.00 ZZ
360 414,180.06 1
70 HIGHBROOK AVE 8.125 3,081.37 66
7.875 3,081.37 629,000.00
PELHAM NY 10801 1 06/29/99 00
TO BE ASSIGNED 05 08/01/99 0
5678419 O 07/01/29
0
2851330 K08/G01 F 83,250.00 ZZ
360 83,046.86 1
104 BRANDON STREET 7.875 603.62 66
7.625 603.62 127,000.00
FORNEY TX 75126 2 07/14/99 00
0411501090 05 09/01/99 0
0411501091 O 08/01/29
0
2853472 168/168 F 300,000.00 ZZ
360 299,376.55 1
3130 ARLINGTON AVENUE 7.875 2,175.21 49
7.625 2,175.21 617,500.00
BRONX NY 10463 1 06/18/99 00
189485574 05 08/01/99 0
1
189485574 O 07/01/29
0
2853503 168/168 F 500,000.00 ZZ
360 499,309.54 1
708 WOLFE STREET 7.875 3,625.35 48
7.625 3,625.35 1,062,500.00
ALEXANDRIA VA 22314 1 07/15/99 00
249398320 05 09/01/99 0
249398320 O 08/01/29
0
2854658 696/G01 F 276,000.00 ZZ
360 275,628.39 1
3602 3RD STREET NORTH 8.000 2,025.19 80
7.750 2,025.19 345,000.00
ARLINGTON VA 22201 1 07/22/99 00
0431395631 05 09/01/99 0
22699150 O 08/01/29
0
2854659 696/G01 F 348,800.00 ZZ
360 348,318.34 1
3608 17TH STREET NORTH 7.875 2,529.04 80
7.625 2,529.04 436,000.00
ARLINGTON VA 22207 1 07/22/99 00
0431395482 05 09/01/99 0
22799119 O 08/01/29
0
2854927 L20/G01 F 320,000.00 ZZ
360 319,558.11 1
2960 RIDGEVIEW DRIVE 7.875 2,320.22 75
7.625 2,320.22 430,000.00
NORTH LOGAN UT 84341 1 07/22/99 00
0431396464 05 09/01/99 0
124161 O 08/01/29
0
2854972 638/G01 F 324,000.00 ZZ
360 323,552.60 1
703 33RD AVENUE NW 7.875 2,349.22 80
7.625 2,349.22 405,000.00
HARBOR WA 98335 1 07/14/99 00
0431397116 05 09/01/99 0
8903355 O 08/01/29
0
1
2855249 696/G01 F 273,600.00 ZZ
360 273,231.62 1
4102 GARRISON STREET, NW 8.000 2,007.58 80
7.750 2,007.58 342,000.00
WASHINGTON DC 20016 1 07/23/99 00
0431395862 05 09/01/99 0
32699129 O 08/01/29
0
2855670 168/168 F 400,000.00 ZZ
360 399,474.91 1
7 SPRING BROOK ROAD 8.125 2,969.99 80
7.875 2,969.99 500,000.00
MORRIS TOWNSHIP NJ 07960 1 07/16/99 00
249427362 05 09/01/99 0
249427362 O 08/01/29
0
2855671 168/168 F 312,000.00 ZZ
360 311,579.90 1
65 PARK AVENUE 8.000 2,289.35 80
7.750 2,289.35 390,000.00
PORT WASHINGTON NY 11050 1 07/19/99 00
249438755 05 09/01/99 0
249438755 O 08/01/29
0
2856618 K08/G01 F 408,000.00 ZZ
360 407,450.65 1
8306 SCENIC DRIVE 8.000 2,993.76 80
7.750 2,993.76 510,000.00
YAKIMA WA 98908 1 07/16/99 00
0411511314 05 09/01/99 0
0411511314 O 08/01/29
0
2857233 K08/G01 F 98,500.00 ZZ
360 98,363.99 1
15717 LARSON DRIVE 7.875 714.19 70
7.625 714.19 141,000.00
GOLD BAR WA 98251 2 07/14/99 00
0411515059 05 09/01/99 0
0411515059 O 08/01/29
0
2857273 696/G01 F 175,120.00 ZZ
360 174,884.21 1
4209 MARBLE LANE 8.000 1,284.97 80
7.750 1,284.97 218,900.00
1
FAIRFAX VA 22033 1 07/29/99 00
0431401058 05 09/01/99 0
23399138 O 08/01/29
0
2857848 G75/G75 F 320,750.00 ZZ
360 319,835.64 1
105 STAGVILLE COURT 7.750 2,297.90 95
7.500 2,297.90 338,000.00
APEX NC 27502 1 05/28/99 14
03695965 03 07/01/99 30
03695965 O 06/01/29
0
2857874 G75/G75 F 285,000.00 ZZ
360 284,625.88 1
490 ABBEY ROAD 8.125 2,116.12 75
7.875 2,116.12 385,000.00
OCEANSIDE NY 11572 1 07/07/99 00
03811355 05 09/01/99 0
03811355 O 08/01/29
0
2857876 G75/G75 F 265,600.00 ZZ
360 265,251.33 1
4 MONTEREY DRIVE 8.125 1,972.08 80
7.875 1,972.08 333,000.00
WEST WINDSOR NJ 08628 1 07/23/99 00
03889625 05 09/01/99 0
03889625 O 08/01/29
0
2858534 116/G01 F 300,000.00 ZZ
360 299,575.17 1
16770 HUNTERS TRAIL 7.750 2,149.23 47
7.500 2,149.23 639,000.00
MONTGOMERY TX 77356 1 07/30/99 00
0431402320 05 09/01/99 0
091068025 O 08/01/29
0
2859146 976/R97 F 268,000.00 ZZ
360 267,639.16 1
306 A STREET, SE 8.000 1,966.49 80
7.750 1,966.49 335,000.00
WASHINGTON DC 20003 1 07/26/99 00
TO BE ASSIGNED 05 09/01/99 0
5800915 O 08/01/29
0
1
2859155 976/R97 F 450,000.00 ZZ
360 448,414.02 1
4110 MUIRFIELD CT. 7.125 3,031.73 56
6.875 3,031.73 810,000.00
PUEBLO CO 81001 2 06/09/99 00
TO BE ASSIGNED 03 08/01/99 0
7522583 O 07/01/29
0
2860015 696/G01 F 440,800.00 ZZ
360 440,191.29 1
8107 BIRNAM WOOD DRIVE 7.875 3,196.11 80
7.625 3,196.11 551,000.00
MCLEAN VA 22102 1 08/02/99 00
0431404607 05 09/01/99 0
23699063 O 08/01/29
0
2860016 696/G01 F 94,800.00 ZZ
360 94,615.14 1
5-A EAST CUSTIS AVENUE 8.125 703.89 80
7.875 703.89 118,500.00
ALEXANDRIA VA 22301 1 07/30/99 00
0431404615 05 09/01/99 0
24699128 O 08/01/29
0
2860360 K08/G01 F 130,400.00 ZZ
360 130,224.42 1
10680 SE 59TH AVENUE 8.000 956.83 80
7.750 956.83 163,000.00
MILWAUKIE OR 97267 1 07/23/99 00
0411526536 05 09/01/99 0
0411526536 O 08/01/29
0
2861654 E82/G01 F 160,000.00 ZZ
360 159,800.40 1
20010 RODEO DRIVE 8.375 1,216.12 46
8.125 1,216.12 353,000.00
BEND OR 97701 2 07/30/99 00
0400219069 05 09/01/99 0
1586832 O 08/01/29
0
2863109 696/G01 F 331,450.00 ZZ
360 331,003.73 1
1
9388 COLBERT COURT 8.000 2,432.06 80
7.750 2,432.06 414,321.00
FAIRFAX VA 22032 1 07/29/99 00
0431405943 05 09/01/99 0
24599011 O 08/01/29
0
2863110 696/G01 F 158,200.00 ZZ
360 157,981.54 1
12013 BIG BEN BOULEVARD 7.875 1,147.06 70
7.625 1,147.06 226,000.00
FREDERICKSBURG VA 22407 1 07/30/99 00
0431405901 05 09/01/99 0
90399027 O 08/01/29
0
2863655 K08/G01 F 185,000.00 ZZ
360 183,135.11 1
7 BEECHTREE DRIVE 8.250 1,389.84 35
8.000 1,389.84 530,000.00
LARCHMONT NY 10538 5 07/30/99 00
0411526353 05 09/01/99 0
0411526353 O 08/01/29
0
2864702 638/G01 F 115,000.00 ZZ
360 114,852.83 1
598 LIVINGOOD LANE 8.250 863.96 44
8.000 863.96 265,000.00
LAKE OSWEGO OR 97034 1 07/09/99 00
0431408525 03 09/01/99 0
8904730 O 08/01/29
0
2864796 M32/M32 F 331,200.00 ZZ
360 330,719.04 1
2215 SW 16TH PLACE 7.625 2,344.22 90
7.375 2,344.22 368,000.00
BOCA RATON FL 33486 1 07/29/99 96
123313504 05 09/01/99 0
123313504 O 08/01/29
0
2864971 K08/G01 F 57,400.00 ZZ
360 57,316.66 1
1755 WASHINGTON AVE UNIT #1D 7.625 406.27 74
7.375 406.27 78,000.00
MIAMI BEACH FL 33139 2 07/26/99 00
0411498363 01 09/01/99 0
1
0411498363 O 08/01/29
0
2865722 K08/G01 F 50,100.00 ZZ
360 50,057.86 1
4938 FIFTH ST 8.625 389.67 50
8.375 389.67 102,000.00
COLUMBIA HEIGHT MN 55421 5 08/03/99 00
0411532021 05 10/01/99 0
0411532021 O 09/01/29
0
2865723 K08/G01 F 47,900.00 ZZ
360 47,870.23 1
3625 HAROLD STREET 8.375 364.07 68
8.125 364.07 71,000.00
LANSING MI 48910 2 08/03/99 00
0411532112 05 10/01/99 0
0411532112 O 09/01/29
0
2865795 696/G01 F 149,900.00 ZZ
360 149,801.95 1
6106 FERNLEIGH BOULEVARD 8.125 1,113.00 75
7.875 1,113.00 199,900.00
SPRINGFIELD VA 22152 1 08/09/99 00
0431413277 05 10/01/99 0
21799200 O 09/01/29
0
2872028 K08/G01 F 75,000.00 ZZ
360 74,154.86 1
1678 SOUTH HILLS BLVD. 8.500 576.69 43
8.250 576.69 175,000.00
BLOOMFIELD TWP MI 48302 1 07/19/99 00
0411521735 01 09/01/99 0
0411521735 O 08/01/29
0
2872738 K08/G01 F 325,000.00 ZZ
360 324,776.33 1
22 LAKELAND COURT DRIVE 7.875 2,356.48 70
7.625 2,356.48 465,000.00
LITITZ PA 17543 1 08/13/99 00
0411520588 03 10/01/99 0
0411520588 O 09/01/29
0
1
2874431 K08/G01 F 96,000.00 ZZ
360 95,941.84 1
2261 UNIVERSITY BOULEVARD 8.500 738.16 55
8.250 738.16 175,000.00
HOUSTON TX 77030 2 08/04/99 00
0411544620 05 10/01/99 0
0411544620 O 09/01/29
0
2875376 638/G01 F 108,000.00 ZZ
360 107,925.68 1
1614 BEACONSHIRE ROAD 7.875 783.07 80
7.625 783.07 135,000.00
HOUSTON TX 77077 1 08/04/99 00
0431438282 03 10/01/99 0
08912817 O 09/01/29
0
2876448 696/G01 F 341,250.00 ZZ
360 341,021.03 1
6309 POHICK STATION DRIVE 8.000 2,503.97 75
7.750 2,503.97 455,000.00
FAIRFAX STATION VA 22039 1 08/16/99 00
0431423748 03 10/01/99 0
23199045 O 09/01/29
0
2878166 623/G01 F 400,000.00 ZZ
360 398,709.04 1
51 CHAMPIONS RUN 7.125 2,694.88 64
6.875 2,694.88 625,000.00
SAN ANTONIO TX 78258 2 05/03/99 00
0431429497 03 07/01/99 0
1338986 O 06/01/29
0
2878173 623/G01 F 268,000.00 ZZ
360 267,639.16 1
29 BUCKINGHAM PLACE 8.000 1,966.49 80
7.750 1,966.49 335,000.00
NORWALK CT 06851 1 07/26/99 00
0431426840 05 09/01/99 0
1365203 O 08/01/29
0
2878179 623/G01 F 260,000.00 ZZ
360 259,312.78 1
13983 SOUTH 7015 WEST 8.125 1,930.49 73
7.875 1,930.49 357,000.00
1
RIVERTON UT 84065 2 05/20/99 00
0431429620 05 07/01/99 0
1446442 O 06/01/29
0
2879480 696/G01 F 175,200.00 ZZ
360 175,085.39 1
4104 MIDDLE RIDGE DRIVE 8.125 1,300.86 80
7.875 1,300.86 219,000.00
FAIRFAX VA 22033 1 08/19/99 00
0431426865 05 10/01/99 0
23399121 O 09/01/29
0
2880007 E82/G01 F 285,450.00 ZZ
360 285,258.47 1
6250 WILSON ROAD 8.000 2,094.53 80
7.750 2,094.53 356,861.00
COLORADO SPRING CO 80919 1 08/20/99 00
0400225942 05 10/01/99 0
0400225942 O 09/01/29
0
2882809 696/G01 F 181,600.00 ZZ
360 181,478.15 1
5918 WESTRIDGE COURT 8.000 1,332.52 80
7.750 1,332.52 227,000.00
ALEXANDRIA VA 22310 1 08/20/99 00
0431430370 05 10/01/99 0
23199047 O 09/01/29
0
2882894 405/405 F 329,900.00 ZZ
360 328,293.41 1
1736 MILFORD AVENUE 7.125 2,222.60 69
6.875 2,222.60 480,000.00
HOUSTON TX 77098 2 03/19/99 00
10891364 03 05/01/99 0
10891364 O 04/01/29
0
2882899 405/405 F 1,065,600.00 ZZ
360 1,062,075.42 1
10490 WILSHIRE BLVD #2501 7.000 7,089.47 47
6.750 7,089.47 2,300,000.00
LOS ANGELES CA 90024 2 05/21/99 00
10965242 01 07/01/99 0
10965242 O 06/01/29
0
1
2882918 405/405 F 650,000.00 ZZ
360 649,102.42 1
380 BIG HORN RIDGE PLACE NE 7.875 4,712.95 79
7.625 4,712.95 825,000.00
ALBUQUERQUE NM 87122 1 07/23/99 00
11197977 05 09/01/99 0
11197977 O 08/01/29
0
2882933 405/405 F 100,000.00 ZZ
360 99,781.47 1
19 PINE TREE RD 7.625 707.80 55
7.375 707.80 182,000.00
SOUTHAMPTON NY 11968 1 06/30/99 00
16117608 05 08/01/99 0
16117608 O 07/01/29
0
2882963 405/405 F 650,000.00 ZZ
360 649,079.51 1
9507 HUNT CLUB LANE 7.750 4,656.68 79
7.500 4,656.68 825,000.00
LOS ANGELES CA 91311 1 07/07/99 00
16200370 03 09/01/99 0
16200370 O 08/01/29
0
2882971 405/405 F 350,000.00 ZZ
360 349,504.34 1
789 HELENA DRIVE 7.750 2,507.45 50
7.500 2,507.45 711,000.00
SUNNYVALE CA 94087 1 07/27/99 00
16235467 05 09/01/99 0
16235467 O 08/01/29
0
2886670 K08/G01 F 60,000.00 ZZ
360 59,968.07 1
30 PINECREST ROAD 9.125 488.18 53
8.875 488.18 114,000.00
WEST HARTFORD CT 06117 1 08/23/99 00
0411548779 05 10/01/99 0
0411548779 O 09/01/29
0
2886681 K08/G01 F 71,000.00 ZZ
360 70,951.14 1
1
515 W. 8TH AVENUE 7.875 514.80 74
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DENVER CO 80204 2 08/18/99 00
0411559040 05 10/01/99 0
0411559040 O 09/01/29
0
2889787 E82/G01 F 240,000.00 ZZ
360 239,846.96 1
8830 BIG BLUFF AVENUE 8.250 1,803.04 20
8.000 1,803.04 1,200,000.00
LAS VEGAS NV 89113 2 08/23/99 00
0400217311 03 10/01/99 0
0400217311 O 09/01/29
0
2890843 286/286 F 261,150.00 ZZ
360 260,286.22 1
6485 N MOUNTAIN MANOR COURT 7.000 1,737.44 95
6.750 1,737.44 274,900.00
PARKER CO 80134 1 05/05/99 10
0000625641 03 07/01/99 30
0000625641 O 06/01/29
0
2890845 286/286 F 327,600.00 ZZ
360 327,124.29 1
2711 NE 17TH STREET 7.625 2,318.73 90
7.375 2,318.73 364,000.00
FT LAUDERDALE FL 33305 1 07/26/99 10
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0000626221 O 08/01/29
0
2890847 286/286 F 120,000.00 ZZ
360 119,825.73 1
4701 S FAIRFAX DRIVE 7.625 849.36 59
7.375 849.36 206,631.00
GREEN VALLEY AZ 85614 1 07/06/99 00
0000628924 03 09/01/99 0
0000628924 O 08/01/29
0
2890860 286/286 F 440,000.00 ZZ
360 439,422.41 1
1175 UPPER RIDGE WAY 8.125 3,266.99 80
7.750 3,266.99 550,000.00
ELM GROVE WI 53122 1 07/30/99 00
0000634927 05 09/01/99 0
1
0000634927 O 08/01/29
0
2890861 286/286 F 323,200.00 ZZ
360 322,977.57 1
2740 BECKETT DRIVE 7.875 2,343.43 80
7.500 2,343.43 404,000.00
LEBANON OH 45036 2 08/17/99 00
0000637167 05 10/01/99 0
0000637167 O 09/01/29
0
2890862 286/286 F 550,000.00 ZZ
360 549,570.95 1
1331 PARROTT TRACE 7.250 3,751.97 69
7.000 3,751.97 800,000.00
GREENSBORO GA 30642 2 08/03/99 00
0000988897 03 10/01/99 0
0000988897 O 09/01/29
0
2890874 286/286 F 340,000.00 ZZ
360 339,530.48 1
85 KNOLLTON RD 7.875 2,465.24 76
7.500 2,465.24 449,000.00
ALLENDALE NJ 07401 1 07/19/99 00
0009531447 05 09/01/99 0
0009531447 O 08/01/29
0
2890878 286/286 F 376,000.00 ZZ
360 375,493.73 1
1338 DASHER LANE 8.000 2,758.96 80
7.625 2,758.96 470,000.00
RESTON VA 20190 1 07/21/99 00
0009562633 03 09/01/99 0
0009562633 O 08/01/29
0
2890880 286/286 F 376,500.00 ZZ
360 375,993.06 1
45 OAKWOOD TRAIL 8.000 2,762.63 80
7.625 2,762.63 476,500.00
SPARTA NJ 07871 1 07/21/99 00
0009567422 05 09/01/99 0
0009567422 O 08/01/29
0
1
2890882 286/286 F 280,000.00 ZZ
360 279,583.08 1
5910 BENFIELD DR 7.500 1,957.81 80
7.250 1,957.81 350,000.00
ALEXANDRIA VA 22310 1 07/21/99 00
0009573818 05 09/01/99 0
0009573818 O 08/01/29
0
2890883 286/286 F 157,600.00 ZZ
360 157,494.25 1
3605 W CHARTWELL RD 8.000 1,156.42 80
7.625 1,156.42 197,000.00
PEORIA IL 61614 1 08/02/99 00
0009574514 05 10/01/99 0
0009574514 O 09/01/29
0
2890887 286/286 F 320,000.00 ZZ
360 319,569.13 1
718 SAVANNA CT 8.000 2,348.05 79
7.625 2,348.05 409,900.00
DUNLAP IL 61525 1 07/30/99 00
0009603898 05 09/01/99 0
0009603898 O 08/01/29
0
2892749 K08/G01 F 90,000.00 ZZ
360 89,939.37 1
37102 ROW RIVER ROAD 8.125 668.25 45
7.875 668.25 200,000.00
DORENA OR 97434 5 08/17/99 00
0411552920 05 10/01/99 0
0411552920 O 09/01/29
0
2892802 696/G01 F 134,400.00 ZZ
360 134,300.26 1
15837 VISTA DRIVE 7.500 939.74 80
7.250 939.74 168,000.00
DUMFRIES VA 22026 1 08/26/99 00
0431445188 03 10/01/99 0
21499062 O 09/01/29
0
2892955 286/286 F 500,000.00 ZZ
360 499,128.27 1
5925 EAST PRINCETON CIRCLE 7.875 3,625.35 59
7.500 3,625.35 849,900.00
1
ENGLEWOOD CO 80110 1 07/29/99 00
0000626153 03 09/01/99 0
0000626153 O 08/01/29
0
2892967 286/286 F 305,000.00 ZZ
360 304,784.73 1
360 E RANDOLPH ST 7.750 2,185.06 76
7.375 2,185.06 405,000.00
CHICAGO IL 60601 1 08/06/99 00
0000632017 06 10/01/99 0
0000632017 O 09/01/29
0
2892977 286/286 F 338,760.00 ZZ
360 337,690.88 1
4225 NORTH DOWNER AVENUE 7.875 2,456.25 89
7.500 2,456.25 381,000.00
SHOREWOOD WI 53211 1 07/26/99 10
0000634079 05 09/01/99 25
0000634079 O 08/01/29
0
2892978 286/286 F 360,000.00 ZZ
360 359,490.18 1
5419 EAST MINERAL CIRCLE 7.750 2,579.09 80
7.375 2,579.09 450,000.00
LITTLETON CO 80122 1 07/15/99 00
0000634667 03 09/01/99 0
0000634667 O 08/01/29
0
2892979 286/286 F 269,900.00 ZZ
360 269,723.45 1
102 WASHINGTON PARK 8.125 2,004.00 65
7.750 2,004.00 419,900.00
NEWTON MA 02460 1 08/20/99 00
0000634801 01 10/01/99 0
0000634801 O 09/01/29
0
2892980 286/286 F 330,000.00 ZZ
360 329,772.90 1
W331 S 565 ERIN WAY 7.875 2,392.73 80
7.500 2,392.73 415,000.00
DELAFIELD WI 53018 1 08/05/99 00
0000635785 05 10/01/99 0
0000635785 O 09/01/29
0
1
2892981 286/286 F 338,700.00 ZZ
360 337,597.99 1
W144 N7161 TERRACE DRIVE 7.875 2,455.82 75
7.500 2,455.82 457,000.00
MENOMONEE FALLS WI 53051 2 07/19/99 00
0000635813 05 09/01/99 0
0000635813 O 08/01/29
0
2892995 286/286 F 281,300.00 ZZ
360 280,911.53 1
91 CREST RD 7.875 2,039.63 62
7.500 2,039.63 457,000.00
NEW PROVIDENCE NJ 07974 1 07/16/99 00
0009052771 05 09/01/99 0
0009052771 O 08/01/29
0
2893013 286/286 F 457,400.00 ZZ
360 457,085.22 1
800 TIMBERWOOD DR 7.875 3,316.47 80
7.500 3,316.47 571,800.00
FAIRVIEW TX 75069 1 08/11/99 00
0009518880 03 10/01/99 0
0009518880 O 09/01/29
0
2893017 286/286 F 442,500.00 ZZ
360 441,873.35 1
18 HIDDEN GREEN 7.750 3,170.13 75
7.375 3,170.13 593,000.00
ISLE OF PALMS SC 29451 1 08/04/99 00
0009538634 03 09/01/99 0
0009538634 O 08/01/29
0
2893024 286/286 F 264,800.00 ZZ
360 264,415.47 1
760 BELLERIVE MANOR DR 7.625 1,874.24 80
7.375 1,874.24 331,770.00
CREVE COEUR MO 63041 1 07/13/99 00
0009557796 03 09/01/99 0
0009557796 O 08/01/29
0
2893032 286/286 F 650,000.00 ZZ
360 649,079.51 1
1
11509 HIGHLAND FARM RD 7.750 4,656.68 22
7.375 4,656.68 3,000,000.00
POTOMAC MD 20854 2 07/16/99 00
0009576908 05 09/01/99 0
0009576908 O 08/01/29
0
2893033 286/286 F 365,600.00 ZZ
360 365,082.25 1
6818 BRIMSTONE LN 7.750 2,619.21 80
7.375 2,619.21 457,000.00
FAIRFAX STATION VA 22039 1 07/09/99 00
0009582743 03 09/01/99 0
0009582743 O 08/01/29
0
2893036 286/286 F 317,000.00 ZZ
360 316,781.84 1
504 E HIGH POINT PLACE 7.875 2,298.47 71
7.500 2,298.47 450,000.00
PEORIA IL 61614 2 08/05/99 00
0009602664 05 10/01/99 0
0009602664 O 09/01/29
0
2893037 286/286 F 400,000.00 ZZ
360 399,724.72 1
448 MOREDON ROAD 7.875 2,900.28 80
7.500 2,900.28 500,000.00
HUNTINGDON VALL PA 19006 1 08/06/99 00
0009602890 05 10/01/99 0
0009602890 O 09/01/29
0
2894847 K08/G01 F 820,000.00 ZZ
360 819,503.24 1
373 GOLD FLAKE COURT 8.500 6,305.09 41
8.250 6,305.09 2,000,000.00
BRECKENRIDGE CO 80424 4 08/27/99 00
0411346521 05 10/01/99 0
0411346521 O 09/01/29
0
2894872 K08/G01 F 60,000.00 ZZ
360 59,960.75 1
1109 LINK LANE 8.125 445.50 32
7.875 445.50 187,500.00
ORIENTAL NC 28571 1 08/30/99 00
0411559180 05 10/01/99 0
1
0411559180 O 09/01/29
0
2895115 696/G01 F 300,000.00 ZZ
360 299,798.71 1
30560 TANGLEWOOD WAY 8.000 2,201.29 80
7.750 2,201.29 375,000.00
STERLING VA 20165 1 08/30/99 00
0431447705 03 10/01/99 0
23599040 O 09/01/29
0
2895117 696/G01 F 244,650.00 ZZ
360 244,489.96 1
18823 FARNHAM COURT 8.125 1,816.52 80
7.875 1,816.52 305,840.00
LEESBURG VA 20176 1 08/31/99 00
0431447697 03 10/01/99 0
22699071 O 09/01/29
0
2895943 638/G01 F 373,000.00 ZZ
360 372,723.18 1
205 ASTORIA COURT 7.500 2,608.07 72
7.250 2,608.07 520,000.00
BARRINGTON IL 60010 1 08/24/99 00
0431451640 03 10/01/99 0
08856971 O 09/01/29
0
2895985 638/G01 F 60,900.00 ZZ
360 60,862.15 1
1051 BRUNSWICK HARBOR 8.375 462.88 60
8.125 462.88 101,500.00
SCHAUMBURG IL 60193 1 08/26/99 00
0431467182 01 10/01/99 0
08913258 O 09/01/29
0
2897347 K08/G01 F 80,000.00 ZZ
360 79,947.67 1
893 PHEASANT RUN WEST DRIVE 8.125 594.00 34
7.875 594.00 236,435.00
WIXOM MI 48331 1 08/18/99 00
0411463797 05 10/01/99 0
0411463797 O 09/01/29
0
1
2897364 K08/G01 F 375,000.00 ZZ
360 374,754.70 1
106 CREST WOOD COURT 8.125 2,784.36 50
7.875 2,784.36 765,000.00
AUSTIN TX 78746 4 08/19/99 00
0411540701 03 10/01/99 0
0411540701 O 09/01/29
0
2898012 M32/M32 F 440,000.00 ZZ
360 439,719.42 1
25400 W CEDAR CREST LANE 8.250 3,305.58 100
8.000 3,305.58 440,000.00
LAKE VILLA IL 60046 1 08/16/99 00
124269002 05 10/01/99 0
124269002 O 09/01/29
0
2898651 K08/G01 F 133,600.00 ZZ
360 133,510.36 1
3566 HUDSON STREET 8.000 980.31 80
7.750 980.31 167,000.00
DENVER CO 80207 2 08/19/99 00
0411544273 05 10/01/99 0
0411544273 O 09/01/29
0
2899353 638/G01 F 409,600.00 ZZ
360 409,318.12 1
8828 MONTAGNA DRIVE 7.875 2,969.88 80
7.625 2,969.88 512,000.00
LAS VEGAS NV 89134 1 08/03/99 00
0431461474 03 10/01/99 0
08904643 O 09/01/29
0
2899953 K08/G01 F 157,218.00 ZZ
360 157,218.00 1
11560 COUNTRYCREEK COURT 8.125 1,167.34 75
7.875 1,167.34 209,625.00
MOORPARK CA 93021 1 08/31/99 00
0411598030 01 11/01/99 0
0411598030 O 10/01/29
0
2905609 K08/G01 F 479,000.00 ZZ
360 479,000.00 1
18070 LAKE ENCINO DRIVE 8.250 3,598.57 80
8.000 3,598.57 599,000.00
1
ENCINO AREA CA 91316 1 08/27/99 00
0411586001 05 11/01/99 0
0411586001 O 10/01/29
0
2906996 956/G01 F 400,000.00 ZZ
360 400,000.00 1
705 GOLFERS PASS ROAD 8.125 2,969.99 78
7.875 2,969.99 515,000.00
INCLINE VILLAGE NV 89451 1 09/01/99 00
0431463827 05 11/01/99 0
2609080348 O 10/01/29
0
2907013 956/G01 F 262,500.00 ZZ
360 262,137.51 1
24678 SYLVAN GLEN COURT 7.875 1,903.31 66
7.625 1,903.31 400,000.00
HAYWARD CA 94541 2 07/22/99 00
0431476167 05 09/01/99 0
809070054 O 08/01/29
0
2907114 299/G01 F 336,000.00 T
360 335,512.07 1
16 TOPPING LIFT 7.625 2,378.19 80
7.375 2,378.19 420,000.00
MASHPEE MA 02649 1 07/20/99 00
0431472596 05 09/01/99 0
990601211082973 O 08/01/29
0
2907289 299/G01 F 340,000.00 ZZ
360 339,518.51 1
936 SHERIDAN ROAD 7.750 2,435.80 50
7.500 2,435.80 680,000.00
EVANSTON IL 60202 1 07/14/99 00
0431467901 05 09/01/99 0
1084926 O 08/01/29
0
2907710 K08/G01 F 74,900.00 ZZ
360 74,900.00 1
96 MIDDLE ROAD 8.000 549.59 70
7.750 549.59 107,000.00
CONWAY AR 72032 2 09/03/99 00
0411552755 05 11/01/99 0
0411552755 O 10/01/29
0
1
2907972 E82/G01 F 258,800.00 ZZ
360 258,800.00 1
39374 IRISH CORNER ROAD 8.000 1,898.98 81
7.750 1,898.98 320,000.00
LOVETTSVILLE VA 20180 2 09/08/99 04
0400224648 05 11/01/99 12
0400224648 O 10/01/29
0
2909249 299/G01 F 336,700.00 ZZ
360 335,019.67 1
7 LUCEY DRIVE 7.000 2,240.08 85
6.750 2,240.08 396,170.00
NEWBURYPORT MA 01950 1 04/01/99 14
0431472497 05 05/01/99 12
1050457 O 04/01/29
0
2909340 299/G01 F 306,000.00 ZZ
360 305,364.06 1
19340 LOS HERMANOS RANCH RD 7.875 2,218.72 90
7.625 2,218.72 340,000.00
VALLEY CENTER CA 92082 2 06/24/99 04
0431482991 05 08/01/99 25
0001072347 O 07/01/29
0
2909355 299/G01 F 266,800.00 ZZ
360 266,440.76 1
1858 43RD AVENUE 8.000 1,957.69 80
7.750 1,957.69 333,500.00
CAPITOLA CA 95010 1 07/01/99 00
0431471770 05 09/01/99 0
0001069394 O 08/01/29
0
2909386 299/G01 F 360,000.00 ZZ
360 359,422.51 1
LOT 22 DANIEL SHAYS ROAD 7.125 2,425.39 65
6.875 2,425.39 560,338.00
HOPKINTON MA 01748 1 07/23/99 00
0431467877 05 09/01/99 0
0001042779 O 08/01/29
0
2909412 299/G01 F 417,600.00 ZZ
360 416,710.06 1
1
34446 WOLF CREEK TRAIL 7.750 2,991.74 80
7.500 2,991.74 525,000.00
KIOWA CO 80117 4 06/07/99 00
0431471788 03 08/01/99 0
0001078117 O 07/01/29
0
2909415 299/G01 F 325,000.00 ZZ
360 324,491.39 1
2339 CRABTREE LANE 7.250 2,217.08 69
7.000 2,217.08 473,880.00
NORTHBROOK IL 60062 1 07/08/99 00
0431471804 05 09/01/99 0
0001075710 O 08/01/29
0
2909426 299/G01 F 525,000.00 ZZ
360 523,823.78 1
1737 MATHEWS AVENUE 7.500 3,670.88 75
7.250 3,670.88 700,000.00
MANHATTAN BEACH CA 90266 1 06/28/99 00
0431483395 05 08/01/99 0
0001072453 O 07/01/29
0
2909435 299/G01 F 303,900.00 ZZ
360 303,375.23 1
9310 BRAYMORE CIRCLE 6.750 1,971.09 80
6.500 1,971.09 379,900.00
FAIRFAX STATION VA 22039 1 07/16/99 00
0431472455 03 09/01/99 0
1084298 O 08/01/29
0
2909453 299/G01 F 512,000.00 ZZ
360 511,256.51 1
1 NORTH MEADOW LANE 7.625 3,623.90 80
7.375 3,623.90 640,000.00
HAWTHORN WOODS IL 60047 1 07/30/99 00
0431478296 05 09/01/99 0
0001091419 O 08/01/29
0
2909470 299/G01 F 488,000.00 ZZ
360 486,850.99 1
9 CHARLESTON LANE 7.250 3,329.03 80
7.000 3,329.03 610,000.00
COTO DE CAZA AR CA 92679 1 06/16/99 00
0431478981 03 08/01/99 0
1
0001071667 O 07/01/29
0
2909480 299/G01 F 272,000.00 ZZ
360 271,078.04 1
1823 MORGAN LANE 6.875 1,786.85 80
6.625 1,786.85 340,000.00
REDONDO BEACH CA 90278 1 05/20/99 00
0431482777 01 07/01/99 0
00010171333 O 06/01/29
0
2909487 299/G01 F 472,000.00 ZZ
360 471,348.21 1
22624 WILDWOOD 7.875 3,422.33 80
7.625 3,422.33 590,000.00
ST CLAIR SHORES MI 48081 1 07/16/99 00
0431478270 05 09/01/99 0
001090795 O 08/01/29
0
2909495 299/G01 F 384,000.00 ZZ
360 382,820.38 1
1607 POT SPRING RD 7.375 2,652.20 80
7.125 2,652.20 480,000.00
LUTHERVILLE MD 21093 1 05/28/99 00
0431482983 05 07/01/99 0
0001073378 O 06/01/29
0
2909499 299/G01 F 340,000.00 ZZ
360 339,257.05 1
551 14 TH AVENUE WEST 7.625 2,406.50 80
7.375 2,406.50 425,000.00
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2909954 354/354 F 600,000.00 ZZ
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404 BRYN MEADOWS 7.875 4,350.42 75
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SAN BRUNO CA 94066 1 08/09/99 00
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2910018 S48/S48 F 288,000.00 ZZ
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MISSION VIEJO CA 92691 1 08/09/99 00
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1015 MOUND STREET 7.625 2,434.25 80
7.375 2,434.25 430,000.00
ALAMEDA CA 94501 1 08/13/99 00
6097156068 05 10/01/99 0
6097156068 O 09/01/29
0
2910021 S48/S48 F 327,200.00 ZZ
360 326,963.17 1
839 AUGUSTA DRIVE 7.625 2,315.91 80
7.375 2,315.91 410,000.00
MORAGA CA 94556 1 08/13/99 00
6135352414 03 10/01/99 0
6135352414 O 09/01/29
0
2910022 S48/S48 F 335,000.00 ZZ
360 334,763.55 1
2928 MANNING AVENUE 7.750 2,399.99 46
7.500 2,399.99 735,000.00
LOS ANGELES CA 90064 1 07/30/99 00
6140184935 05 10/01/99 0
6140184935 O 09/01/29
0
2910023 S48/S48 F 274,750.00 ZZ
360 274,530.28 1
3908 LANDHERR DRIVE 7.125 1,851.05 90
6.875 1,851.05 305,300.00
LOUISVILLE KY 40299 1 08/25/99 04
6150018908 05 10/01/99 25
6150018908 O 09/01/29
0
2910024 S48/S48 F 278,690.00 ZZ
360 278,498.20 1
17010 GEORGETTE PLACE 7.875 2,020.70 85
7.625 2,020.70 330,000.00
LOS ANGELES CA 91344 1 08/23/99 14
6186513377 05 10/01/99 25
6186513377 O 09/01/29
0
1
2910025 S48/S48 F 393,750.00 ZZ
360 393,450.38 1
1400 PLEMEL LANE 7.375 2,719.54 73
7.125 2,719.54 540,000.00
GOODLETTSVILLE TN 37072 1 08/10/99 00
6195448201 05 10/01/99 0
6195448201 O 09/01/29
0
2910026 S48/S48 F 308,000.00 ZZ
360 307,777.07 1
5970 VIA LOMA 7.625 2,180.01 80
7.375 2,180.01 385,000.00
RIVERSIDE CA 92506 1 07/28/99 00
6195809295 05 10/01/99 0
6195809295 O 09/01/29
0
2910027 S48/S48 F 300,000.00 ZZ
360 299,777.35 1
271 DONAHUE STREET 7.500 2,097.65 75
7.250 2,097.65 405,000.00
SAUSALITO CA 94965 1 08/01/99 00
6208663820 01 10/01/99 0
6208663820 O 09/01/29
0
2910028 S48/S48 F 400,000.00 T
360 399,717.68 1
1444 MOUNT DALLAS ROAD 7.750 2,865.65 47
7.500 2,865.65 855,000.00
FRIDAY HARBOR WA 98250 1 08/05/99 00
6211246282 05 10/01/99 0
6211246282 O 09/01/29
0
2910029 S48/S48 F 294,400.00 ZZ
360 294,197.39 1
2214 VINE STREET 7.875 2,134.61 80
7.625 2,134.61 372,000.00
BERKELEY CA 94709 1 08/05/99 00
6225341889 05 10/01/99 0
6225341889 O 09/01/29
0
2910030 S48/S48 F 379,000.00 ZZ
360 378,725.69 1
17 ST FRANCIS LANE 7.625 2,682.54 66
7.375 2,682.54 579,000.00
1
SAN RAFAEL CA 94901 1 07/30/99 00
6245922007 05 10/01/99 0
6245922007 O 09/01/29
0
2910031 S48/S48 F 263,120.00 ZZ
360 262,934.29 1
2826 WEST CANYON AVENUE 7.750 1,885.03 80
7.500 1,885.03 329,000.00
SAN DIEGO CA 92123 1 08/20/99 00
6247274084 01 10/01/99 0
6247274084 O 09/01/29
0
2910032 S48/S48 F 274,000.00 ZZ
360 273,606.61 1
1641 SOUTH GARTH AVENUE 7.750 1,962.97 80
7.500 1,962.97 345,500.00
LOS ANGELES CA 90035 1 08/10/99 00
6258755120 05 10/01/99 0
6258755120 O 09/01/29
0
2910033 S48/S48 F 645,000.00 ZZ
360 644,556.11 1
2904 NORTH POINSETTIA AVENUE 7.875 4,676.70 54
7.625 4,676.70 1,200,000.00
MANHATTAN BEACH CA 90266 2 08/04/99 00
6261580507 05 10/01/99 0
6261580507 O 09/01/29
0
2910034 S48/S48 F 488,000.00 ZZ
360 487,646.79 1
1341 IMPERIAL DRIVE 7.625 3,454.04 80
7.375 3,454.04 610,000.00
GLENDALE CA 91207 1 08/04/99 00
6296716894 05 10/01/99 0
6296716894 O 09/01/29
0
2910035 S48/S48 F 375,200.00 ZZ
360 374,928.43 1
9717 CONNECTICUT AVENUE 7.625 2,655.65 72
7.375 2,655.65 527,500.00
KENSINGTON MD 20895 1 08/24/99 00
6298313567 05 10/01/99 0
6298313567 O 09/01/29
0
1
2910036 S48/S48 F 280,000.00 ZZ
360 279,802.37 1
4528 PECAN VALLEY DRIVE 7.750 2,005.96 80
7.500 2,005.96 353,000.00
PLANO TX 75093 1 08/11/99 00
6379187542 03 10/01/99 0
6379187542 O 09/01/29
0
2910037 S48/S48 F 389,600.00 ZZ
360 389,331.87 1
13511 ORCHARD GATE ROAD 7.875 2,824.88 80
7.625 2,824.88 487,000.00
POWAY CA 92064 1 08/02/99 00
6411594366 05 10/01/99 0
6411594366 O 09/01/29
0
2910038 S48/S48 F 264,100.00 ZZ
360 263,918.25 1
9011 TWEEDY LANE 7.875 1,914.91 95
7.625 1,914.91 278,000.00
DOWNEY CA 90240 1 08/06/99 12
6415390670 05 10/01/99 30
6415390670 O 09/01/29
0
2910040 S48/S48 F 303,750.00 ZZ
360 303,535.61 1
10 CORSICA 7.750 2,176.11 75
7.500 2,176.11 405,000.00
IRVINE CA 92614 1 08/04/99 00
6452256560 03 10/01/99 0
6452256560 O 09/01/29
0
2910041 S48/S48 F 321,500.00 ZZ
360 321,278.74 1
32660 AULD ROAD 7.875 2,331.10 46
7.625 2,331.10 700,000.00
WINCHESTER CA 92596 2 08/20/99 00
6484023046 05 10/01/99 0
6484023046 O 09/01/29
0
2910042 S48/S48 F 252,000.00 ZZ
360 251,808.24 1
1
3 MOUNTAIN LAUREL COURT 7.375 1,740.51 79
7.125 1,740.51 320,000.00
CANTON CT 06022 1 08/16/99 00
6498829081 05 10/01/99 0
6498829081 O 09/01/29
0
2910043 S48/S48 F 343,200.00 ZZ
360 342,963.81 1
4372 KEYSTONE AVENUE 7.875 2,488.44 80
7.625 2,488.44 429,000.00
CULVER CITY CA 90232 1 08/16/99 00
6501373473 05 10/01/99 0
6501373473 O 09/01/29
0
2910045 S48/S48 F 340,000.00 ZZ
360 339,728.10 1
5434 MERRIMAC AVENUE 7.125 2,290.65 75
6.875 2,290.65 458,000.00
DALLAS TX 75206 1 08/09/99 00
6549203054 05 10/01/99 0
6549203054 O 09/01/29
0
2910046 S48/S48 F 326,000.00 ZZ
360 325,769.91 1
24000 UPTON ROAD 7.750 2,335.51 73
7.500 2,335.51 450,000.00
PLYMOUTH CA 95669 2 07/30/99 00
6552554401 05 10/01/99 0
6552554401 O 09/01/29
0
2910047 S48/S48 F 308,000.00 ZZ
360 307,782.61 1
44 BENNINGTON STREET 7.750 2,206.56 79
7.500 2,206.56 390,000.00
NEEDHAM MA 02494 1 08/12/99 00
6567856148 05 10/01/99 0
6567856148 O 09/01/29
0
2910048 S48/S48 F 379,200.00 ZZ
360 378,932.36 1
1808 GRANT STREET 7.750 2,716.64 80
7.500 2,716.64 474,000.00
BERKELEY CA 94703 1 08/13/99 00
6577716621 05 10/01/99 0
1
6577716621 O 09/01/29
0
2910050 S48/S48 F 283,200.00 ZZ
360 283,005.10 1
4842 JUNIPER DRIVE 7.875 2,053.40 80
7.625 2,053.40 358,000.00
PALM HARBOR FL 34685 1 08/13/99 00
6588039617 03 10/01/99 0
6588039617 O 09/01/29
0
2910051 S48/S48 F 650,000.00 ZZ
360 649,517.60 1
4438 HASKELL AVENUE 7.500 4,544.90 56
7.250 4,544.90 1,170,000.00
LOS ANGELES CA 91436 1 08/04/99 00
6588200334 05 10/01/99 0
6588200334 O 09/01/29
0
2910052 S48/S48 F 279,200.00 T
360 279,007.85 1
1162 S WEST CAMANO DRIVE 7.875 2,024.40 80
7.625 2,024.40 349,000.00
CAMANO ISLAND WA 98005 1 08/12/99 00
6592327974 05 10/01/99 0
6592327974 O 09/01/29
0
2910053 S48/S48 F 287,600.00 ZZ
360 287,402.08 1
30 MORNING DOVE 7.875 2,085.30 72
7.625 2,085.30 403,000.00
IRVINE CA 92604 1 08/20/99 00
6594398809 03 10/01/99 0
6594398809 O 09/01/29
0
2910055 S48/S48 F 330,000.00 ZZ
360 329,755.09 1
1504 HANCHETT AVEVUE 7.500 2,307.41 55
7.250 2,307.41 600,000.00
SAN JOSE CA 95126 2 08/03/99 00
6608899719 05 10/01/99 0
6608899719 O 09/01/29
0
1
2910056 S48/S48 F 285,200.00 ZZ
360 284,998.71 1
301 OAK HILL LANE 7.750 2,043.21 80
7.500 2,043.21 360,000.00
CANTON GA 30115 1 08/12/99 00
6611585677 05 10/01/99 0
6611585677 O 09/01/29
0
2910057 S48/S48 F 388,800.00 ZZ
360 388,525.58 1
4920 PHELPS CT & 4861 KEANE DR 7.750 2,785.42 55
7.500 2,785.42 707,000.00
CARMICHAEL CA 95608 1 08/10/99 00
6617584542 05 10/01/99 0
6617584542 O 09/01/29
0
2910058 S48/S48 F 338,400.00 ZZ
360 335,550.25 1
3000 LEGATION ST NW 7.625 2,395.18 79
7.375 2,395.18 430,000.00
WASHINGTON DC 20015 1 08/26/99 00
6632867252 05 10/01/99 0
6632867252 O 09/01/29
0
2910059 S48/S48 F 348,800.00 ZZ
360 348,553.82 1
30274 OAKBROOK ROAD 7.750 2,498.85 80
7.500 2,498.85 436,000.00
HAYWARD CA 94544 1 08/19/99 00
6649922033 03 10/01/99 0
6649922033 O 09/01/29
0
2910060 S48/S48 F 300,000.00 ZZ
360 299,793.54 1
2910 CANTERBURY ROAD 7.875 2,175.21 48
7.625 2,175.21 632,000.00
SAN MARINO CA 91108 1 08/12/99 00
6678083475 05 10/01/99 0
6678083475 O 09/01/29
0
2910061 S48/S48 F 272,100.00 ZZ
360 271,907.95 1
8330 BLERIOT AVENUE 7.750 1,949.36 95
7.500 1,949.36 288,000.00
1
LOS ANGELES CA 90045 1 07/29/99 10
6686443869 05 10/01/99 30
6686443869 O 09/01/29
0
2910062 S48/S48 F 368,000.00 ZZ
360 367,415.00 1
411 SHANA COURT 7.875 2,668.26 80
7.625 2,668.26 460,000.00
DANVILLE CA 94526 1 08/23/99 00
6686613669 05 10/01/99 0
6686613669 O 09/01/29
0
2910063 S48/S48 F 441,600.00 ZZ
360 441,280.38 1
926 SANTA FE AVENUE 7.625 3,125.62 80
7.375 3,125.62 552,000.00
ALBANY CA 94706 1 08/04/99 00
6700137380 05 10/01/99 0
6700137380 O 09/01/29
0
2910064 S48/S48 F 300,000.00 ZZ
360 299,793.54 1
326 BROWNS VALLEY ROAD 7.875 2,175.21 69
7.625 2,175.21 435,000.00
WATSONVILLE CA 95076 1 08/17/99 00
6704557690 05 10/01/99 0
6704557690 O 09/01/29
0
2910065 S48/S48 F 350,000.00 ZZ
360 349,759.13 1
75-51 189TH STREET 7.875 2,537.75 73
7.625 2,537.75 485,000.00
FRESH MEADOWS NY 11366 1 08/19/99 00
6715183684 05 10/01/99 0
6715183684 O 09/01/29
0
2910067 S48/S48 F 472,000.00 ZZ
360 471,658.38 1
1428 SAN CARLOS ROAD 7.625 3,340.79 80
7.375 3,340.79 590,000.00
ARCADIA CA 91006 1 08/03/99 00
6749500945 05 10/01/99 0
6749500945 O 09/01/29
0
1
2910069 S48/S48 F 296,000.00 ZZ
360 295,791.08 1
4463 KEYSTONE AVENUE 7.750 2,120.59 80
7.500 2,120.59 370,000.00
CULVER CITY CA 90232 1 08/04/99 00
6796762075 05 10/01/99 0
6796762075 O 09/01/29
0
2910070 S48/S48 F 368,800.00 ZZ
360 368,539.70 1
2132 BELLOC COURT 7.750 2,642.13 80
7.500 2,642.13 461,000.00
SAN DIEGO CA 92109 1 08/06/99 00
6799393357 05 10/01/99 0
6799393357 O 09/01/29
0
2910071 S48/S48 F 400,000.00 ZZ
360 399,724.72 1
1258 HILLCREST DRIVE 7.875 2,900.28 55
7.625 2,900.28 740,000.00
SAN JOSE CA 95120 5 08/11/99 00
6813672042 05 10/01/99 0
6813672042 O 09/01/29
0
2910073 S48/S48 F 360,000.00 ZZ
360 359,739.44 1
5125 HAYMAN AVENUE 7.625 2,548.06 48
7.375 2,548.06 755,000.00
LA CANADA-FLINT CA 91011 1 08/03/99 00
6836013729 05 10/01/99 0
6836013729 O 09/01/29
0
2910074 S48/S48 F 319,600.00 ZZ
360 319,344.42 1
1634 NORTHWEST POTTERS COURT 7.125 2,153.21 80
6.875 2,153.21 400,000.00
PORTLAND OR 97229 1 08/04/99 00
6878472494 03 10/01/99 0
6878472494 O 09/01/29
0
2910075 S48/S48 F 542,000.00 ZZ
360 541,617.46 1
1
3165 DOVE STREET 7.750 3,882.96 80
7.500 3,882.96 678,000.00
SAN DIEGO CA 92103 1 08/02/99 00
6880333718 05 10/01/99 0
6880333718 O 09/01/29
0
2910076 S48/S48 F 330,000.00 ZZ
360 329,772.90 1
15550 WEATHEROCK WAY 7.875 2,392.73 74
7.625 2,392.73 450,000.00
SALINAS CA 93908 1 08/10/99 00
6908626317 05 10/01/99 0
6908626317 O 09/01/29
0
2910077 S48/S48 F 496,000.00 ZZ
360 495,649.92 1
8624 LIBBY ROAD NE 7.750 3,553.41 77
7.500 3,553.41 650,000.00
OLYMPIA WA 98506 1 08/02/99 00
6923811076 05 10/01/99 0
6923811076 O 09/01/29
0
2910078 S48/S48 F 288,000.00 ZZ
360 287,796.73 1
21471 CAMINO TREBOL 7.750 2,063.27 90
7.500 2,063.27 320,000.00
LAKE FOREST CA 92630 1 08/03/99 11
6926978252 03 10/01/99 25
6926978252 O 09/01/29
0
2910080 S48/S48 F 400,000.00 ZZ
360 399,710.49 1
1222 LEXHAM DRIVE 7.625 2,831.18 67
7.375 2,831.18 597,500.00
MARIETTA GA 30068 1 08/13/99 00
6953103014 03 10/01/99 0
6953103014 O 09/01/29
0
2910081 S48/S48 F 300,000.00 ZZ
360 299,777.35 1
2381 BENTLEY RIDGE DRIVE 7.500 2,097.65 31
7.250 2,097.65 969,784.00
SAN JOSE CA 95138 1 08/13/99 00
6992536216 05 10/01/99 0
1
6992536216 O 09/01/29
0
2910130 299/G01 F 285,000.00 ZZ
360 284,586.15 1
1646 EAST HARVEY ROAD 7.625 2,017.21 79
7.375 2,017.21 365,000.00
FRUIT HEIGHTS UT 84037 4 07/02/99 00
0431482793 05 09/01/99 0
48001929 O 08/01/29
0
2910135 299/G01 F 295,000.00 ZZ
360 294,452.12 1
5 FIELDSTONE LANE 7.250 2,012.43 65
7.000 2,012.43 454,030.00
MILTON MA 02186 1 07/08/99 00
0431467794 05 09/01/99 0
0001082305 O 08/01/29
0
2910179 299/G01 F 450,000.00 ZZ
360 449,362.73 1
12141 CARBERRY PLACE 7.750 3,223.86 72
7.500 3,223.86 632,500.00
TOWN & COUNTRY MO 63131 1 07/22/99 00
0431471762 03 09/01/99 0
0001090022 O 08/01/29
0
2910189 299/G01 F 400,000.00 ZZ
360 399,404.42 1
33 WACHUSETT VIEW DRIVE 7.500 2,796.86 77
7.250 2,796.86 525,000.00
WESTBOROUGH MA 01581 1 07/30/99 00
0431478205 05 09/01/99 0
001042833 O 08/01/29
0
2910378 K08/G01 F 252,000.00 ZZ
360 252,000.00 1
1279 POLI STREET 7.625 1,783.64 80
7.375 1,783.64 315,000.00
VENTURA CA 93001 1 09/07/99 00
0411591282 05 11/01/99 0
0411591282 O 10/01/29
0
1
2910384 K08/G01 F 274,500.00 ZZ
360 274,500.00 1
5415 VIA CERVANTES 8.250 2,062.23 73
8.000 2,062.23 379,000.00
YORBA LINDA CA 92887 2 09/03/99 00
0411607435 03 11/01/99 0
0411607435 O 10/01/29
0
2911311 638/G01 F 145,000.00 ZZ
360 144,912.16 1
4 POWDER HORN RIDGE ROAD 8.500 1,114.92 65
8.250 1,114.92 225,000.00
DANBURY CT 06811 1 08/27/99 00
0431472323 05 10/01/99 0
08918500 O 09/01/29
0
2911361 638/G01 F 286,500.00 ZZ
360 286,312.59 1
14095 ANDY PLACE 8.125 2,127.25 66
7.875 2,127.25 436,500.00
RIVERSIDE CA 92508 1 08/26/99 00
0431472463 05 10/01/99 0
8917771 O 09/01/29
0
2911393 562/G01 F 300,000.00 ZZ
360 300,000.00 1
855 SHEPERD COURT 8.750 2,360.11 49
8.500 2,360.11 615,000.00
YORKTOWN HEIGHT NY 10598 1 09/13/99 00
0431471119 05 11/01/99 0
586339 O 10/01/29
0
2911899 638/G01 F 380,000.00 ZZ
360 379,751.43 1
504 OJAL 8.125 2,821.49 58
7.875 2,821.49 663,500.00
GRANITE BAY CA 95746 1 08/25/99 00
0431471812 03 10/01/99 0
08923185 O 09/01/29
0
2911905 F42/G01 F 300,000.00 ZZ
360 300,000.00 1
450 HUNGRY HARBOR ROAD 7.500 2,097.65 80
7.250 2,097.65 375,000.00
1
VALLEY STREAM NY 11581 1 09/09/99 00
0431473537 05 11/01/99 0
RS02513 O 10/01/29
0
2912003 638/G01 F 124,000.00 ZZ
360 123,916.80 1
201 BECKY LANE 8.000 909.87 80
7.750 909.87 155,000.00
ROCKWALL TX 75087 1 08/31/99 00
0431468685 05 10/01/99 0
8922917 O 09/01/29
0
2912103 757/G01 F 300,000.00 ZZ
360 299,798.70 1
10587 YANKEE RIDGE DRIVE 8.000 2,201.30 71
7.750 2,201.30 424,000.00
FRANKFORT IL 60423 1 08/25/99 00
0431485432 05 10/01/99 0
2231264 O 09/01/29
0
2912109 757/G01 F 270,000.00 ZZ
360 269,809.43 1
43 COYLE STREET 7.750 1,934.32 90
7.500 1,934.32 300,000.00
PORTLAND ME 04103 1 08/20/99 01
0431485473 05 10/01/99 25
2231280 O 09/01/29
0
2912548 696/G01 F 314,800.00 ZZ
360 314,800.00 1
631 NASH STREET 7.875 2,282.52 80
7.625 2,282.52 393,500.00
HERNDON VA 20170 1 09/10/99 00
0431469592 05 11/01/99 0
24899050 O 10/01/29
0
2912847 K08/G01 F 205,800.00 ZZ
360 205,800.00 1
1556 ARRIGOTTI LANE 8.500 1,582.42 70
8.250 1,582.42 294,000.00
TRACY CA 95376 1 09/02/99 00
0411396310 05 11/01/99 0
0411396310 O 10/01/29
0
1
2912852 K08/G01 F 104,500.00 ZZ
360 104,500.00 1
1902 SOUTH LYNN AVENUE 8.500 803.51 95
8.250 803.51 110,000.00
DOS PALOS CA 93620 2 09/03/99 04
0411565138 05 11/01/99 30
0411565138 O 10/01/29
0
2912853 K08/G01 F 104,750.00 ZZ
360 104,750.00 1
1005 SAN FELIPE LANE 7.750 750.44 75
7.500 750.44 139,669.00
LADY LAKE FL 32159 1 09/13/99 00
0411570393 05 11/01/99 0
0411570393 O 10/01/29
0
2913147 M32/M32 F 650,000.00 ZZ
360 649,517.60 1
247 MORRIS RANCH COURT 7.500 4,544.90 99
7.250 4,544.90 660,000.00
DANVILLE CA 94526 1 08/23/99 00
124559501 05 10/01/99 0
124559501 O 09/01/29
0
2913876 K08/G01 F 147,500.00 ZZ
360 147,500.00 1
355 CARMEL AVENUE 8.000 1,082.30 33
7.750 1,082.30 450,000.00
EL GRANADA CA 94018 5 09/02/99 00
0411571185 05 11/01/99 0
0411571185 O 10/01/29
0
2913881 K08/G01 F 100,000.00 ZZ
360 100,000.00 1
1008 TENISON MEMORIAL ROAD 8.500 768.91 67
8.250 768.91 151,000.00
DALLAS TX 75223 5 09/08/99 00
0411593825 05 11/01/99 0
0411593825 O 10/01/29
0
2913934 696/G01 F 320,000.00 ZZ
360 320,000.00 1
1
12725 LINCOLNSHIRE DRIVE 8.125 2,375.99 80
7.875 2,375.99 400,000.00
POTOMAC MD 20854 1 09/15/99 00
0431476019 05 11/01/99 0
31299296 O 10/01/29
0
2914044 E82/G01 F 590,000.00 ZZ
360 590,000.00 1
4286 BONNY DOON ROAD 8.250 4,432.47 56
8.000 4,432.47 1,070,000.00
SANTA CRUZ CA 95060 2 09/10/99 00
0400222410 05 11/01/99 0
0400222410 O 10/01/29
0
2915881 K08/G01 F 302,000.00 ZZ
360 302,000.00 1
4395 NORTH WILLOW GLEN COURT 8.375 2,295.42 87
8.125 2,295.42 350,000.00
CONCORD CA 94521 2 09/08/99 10
0411595630 03 11/01/99 25
0411595630 O 10/01/29
0
2916489 944/G01 F 272,000.00 ZZ
360 272,000.00 1
1020 ORCHID DRIVE 8.250 2,043.45 80
8.000 2,043.45 340,000.00
BRENTWOOD CA 94513 1 09/01/99 00
0431496157 05 11/01/99 0
990800243 O 10/01/29
0
2919181 E82/G01 F 137,450.00 ZZ
360 137,450.00 1
5615 SOUTH QUEMOY COURT 8.125 1,020.56 73
7.875 1,020.56 190,000.00
AURORA CO 80015 2 09/14/99 00
0400208534 03 11/01/99 0
0400208534 O 10/01/29
0
2919275 K08/G01 F 294,400.00 ZZ
360 294,400.00 1
617 STANLEY CIRCLE 7.875 2,134.60 80
7.625 2,134.60 368,000.00
ZEPHYR COVE NV 89448 1 09/01/99 00
0411552300 05 11/01/99 0
1
0411552300 O 10/01/29
0
2919285 K08/G01 F 300,000.00 ZZ
360 300,000.00 1
5217 W NEPTUNE WAY 7.875 2,175.21 75
7.625 2,175.21 400,000.00
TAMPA FL 33609 1 09/16/99 00
0411593577 05 11/01/99 0
0411593577 O 10/01/29
0
2919289 K08/G01 F 70,000.00 ZZ
360 70,000.00 1
37 COUNTRY CLUB DRIVE 8.750 550.69 59
8.500 550.69 120,000.00
JOSHUA TX 76058 1 09/15/99 00
0411610165 05 11/01/99 0
0411610165 O 10/01/29
0
2920185 K08/G01 F 206,500.00 ZZ
360 206,500.00 1
1511 GRASSYMEADE LANE 7.875 1,497.27 70
7.625 1,497.27 295,000.00
ALEXANDRIA VA 22308 1 09/17/99 00
0411462492 05 11/01/99 0
0411462492 O 10/01/29
0
2920186 K08/G01 F 40,000.00 ZZ
360 40,000.00 1
1919 SOUTH BALSAM STREET 8.000 293.51 45
7.750 293.51 90,000.00
DENVER CO 80227 1 09/09/99 00
0411535826 09 11/01/99 0
0411535826 O 10/01/29
0
2920199 K08/G01 F 70,400.00 G
360 70,400.00 1
1242 HOLLY CIRCLE 8.000 516.57 80
7.750 516.57 88,000.00
OLDSMAR FL 34677 1 09/17/99 00
0411593486 03 11/01/99 0
0411593486 O 10/01/29
0
1
2920203 K08/G01 F 389,000.00 ZZ
360 389,000.00 1
648 FREEL DRIVE 7.875 2,820.52 72
7.625 2,820.52 543,000.00
ZEPHYR COVE NV 89448 2 09/09/99 00
0411594955 05 11/01/99 0
0411594955 O 10/01/29
0
2920718 601/G01 F 399,000.00 ZZ
360 398,718.38 1
3621 MAYFAIR PL 7.750 2,858.49 70
7.500 2,858.49 570,000.00
ATLANTA GA 30342 5 08/04/99 00
0431499623 05 10/01/99 0
000 O 09/01/29
0
2920737 601/G01 F 311,200.00 ZZ
360 310,985.83 1
315 CHIMNEY HILL ROAD 7.875 2,256.42 80
7.625 2,256.42 389,000.00
GLASTONBURY CT 06033 1 08/27/99 00
0431499565 05 10/01/99 0
13972476 O 09/01/29
0
2920747 601/G01 F 258,000.00 ZZ
360 257,634.62 1
7322 LOGHOUSE ROAD 7.750 1,848.35 72
7.500 1,848.35 363,000.00
PLANT CITY FL 33565 1 07/15/99 00
0431499508 05 09/01/99 0
000 O 08/01/29
0
2920846 601/G01 F 313,500.00 ZZ
360 313,077.88 1
205 FOUR LAKES DRIVE 8.000 2,300.36 91
7.750 2,300.36 345,000.00
EASLEY SC 29642 2 08/02/99 01
0431508381 05 09/01/99 30
5006714 O 08/01/29
0
2920867 601/G01 F 650,000.00 ZZ
360 649,124.82 1
2020 SOUTH LISA LANE 8.000 4,769.47 69
7.750 4,769.47 950,000.00
1
LAS VEGAS NV 89117 1 07/19/99 00
0431508027 05 09/01/99 0
1392183 O 08/01/29
0
2920932 601/G01 F 606,000.00 ZZ
360 605,157.05 1
13387 VIA RANCHERO DR 7.875 4,393.93 56
7.625 4,393.93 1,100,000.00
SARATOGA CA 95070 2 07/06/99 00
0431499706 05 09/01/99 0
60079282 O 08/01/29
0
2920959 601/G01 F 353,600.00 ZZ
360 353,099.24 1
35739 SHERIDAN CT 7.750 2,533.24 80
7.500 2,533.24 442,000.00
NEWARK CA 94560 1 07/14/99 00
0431500768 05 09/01/99 0
60096435 O 08/01/29
0
2921002 601/G01 F 280,000.00 ZZ
360 279,632.44 1
4356 KINGS CANYON ROAD 8.125 2,078.99 80
7.875 2,078.99 350,000.00
CARSON CITY NV 89703 1 07/12/99 00
0431525732 05 09/01/99 0
13917943 O 08/01/29
0
2921073 601/G01 F 416,000.00 ZZ
360 415,720.86 1
18024 NE 130 COURT 8.000 3,052.47 80
7.750 3,052.47 520,000.00
REDMOND WA 98052 1 08/02/99 00
0431500834 05 10/01/99 0
20214367 O 09/01/29
0
2921136 601/G01 F 396,000.00 ZZ
360 395,453.15 1
169 INTERLOCHEN DR 7.875 2,871.28 80
7.625 2,871.28 500,000.00
PEACHTREE CITY GA 30269 2 07/14/99 00
0431508019 05 09/01/99 0
60097862 O 08/01/29
0
1
2921153 601/G01 F 473,000.00 ZZ
360 472,601.77 1
27005 NOBLE ROAD 7.875 3,429.58 75
7.625 3,429.58 635,000.00
SHOREWOOD MN 55331 2 08/10/99 00
0431500842 05 10/01/99 0
13921317 O 09/01/29
0
2921200 601/G01 F 424,000.00 ZZ
360 423,414.51 1
176 HARDY AVENUE 7.875 3,074.29 80
7.625 3,074.29 530,000.00
CAMPBELL CA 95008 2 07/30/99 00
0431508373 05 09/01/99 0
6010478 O 08/01/29
0
2921210 P06/G01 F 484,000.00 ZZ
360 483,331.63 1
2235 AVENIDA SALVADOR 7.875 3,509.34 80
7.625 3,509.34 605,000.00
SAN CLEMENTE CA 92672 1 07/13/99 00
0431513449 05 09/01/99 0
9900987 O 08/01/29
0
2921282 601/G01 F 376,000.00 ZZ
360 375,467.53 1
44 PASO NOGAL COURT 7.750 2,693.71 80
7.500 2,693.71 470,000.00
PLEASANT HILL CA 94523 1 07/07/99 00
0431500891 05 09/01/99 0
1382552 O 08/01/29
0
2921395 601/G01 F 388,500.00 ZZ
360 387,963.53 1
104 RIDGEWOOD ROAD 7.875 2,816.89 70
7.625 2,816.89 555,000.00
BALTIMORE MD 21210 5 07/14/99 00
0431500974 05 09/01/99 0
16808316 O 08/01/29
0
2921425 601/G01 F 285,500.00 ZZ
360 284,860.37 1
1
8055 9TH ST N WAY 7.500 1,996.26 80
7.250 1,996.26 356,900.00
OAKDALE MN 55128 1 06/28/99 00
0431500990 05 08/01/99 0
13793963 O 07/01/29
0
2921479 601/G01 F 314,900.00 ZZ
360 314,677.74 1
10114 BRIDGEWATER PKWY 7.750 2,255.99 90
7.500 2,255.99 351,000.00
WOODBURY MN 55129 2 08/09/99 11
0431510718 05 10/01/99 25
60091576 O 09/01/29
0
2921497 601/G01 F 292,000.00 ZZ
360 291,788.66 1
905 VICTORIA COURT 7.625 2,066.76 80
7.375 2,066.76 365,000.00
DOWNINGTOWN PA 19335 1 08/30/99 00
0431507953 05 10/01/99 0
9904526 O 09/01/29
0
2921822 K08/G01 F 114,750.00 ZZ
360 114,750.00 1
4377 COUNTRY RUN WAY 7.625 812.19 80
7.375 812.19 145,000.00
ANTELOPE CA 95843 2 09/08/99 00
0411572951 05 11/01/99 0
0411572951 O 10/01/29
0
2921982 696/G01 F 312,000.00 ZZ
360 312,000.00 1
3364 STUYVESANT PLACE, NW 7.250 2,128.39 80
7.000 2,128.39 390,000.00
WASHINGTON DC 20015 1 09/17/99 00
0431496306 05 11/01/99 0
31899078 O 10/01/29
0
2921984 696/G01 F 288,000.00 ZZ
360 288,000.00 1
11608 MORNING STAR DRIVE 7.625 2,038.45 80
7.375 2,038.45 360,000.00
GERMANTOWN MD 20876 1 09/17/99 00
0431496355 03 11/01/99 0
1
32999155 O 10/01/29
0
2921985 696/G01 F 200,000.00 ZZ
360 200,000.00 1
20348 HARTWELL STREET 7.750 1,432.82 80
7.500 1,432.82 250,000.00
ASHBURN VA 20147 1 09/20/99 00
0431496215 03 11/01/99 0
21499073 O 10/01/29
0
2921986 696/G01 F 226,260.00 ZZ
360 226,260.00 1
103 SHEPHERDSON LANE, N.E. 8.125 1,679.97 80
7.875 1,679.97 282,825.00
VIENNA VA 22180 1 09/16/99 00
0431495993 03 11/01/99 0
23799252 O 10/01/29
0
2924001 K08/G01 F 157,250.00 ZZ
360 157,250.00 1
94 SARAH COURT 7.500 1,099.51 70
7.250 1,099.51 224,950.00
WINDSOR CA 95492 1 09/08/99 00
0411503907 05 11/01/99 0
0411503907 O 10/01/29
0
2924002 K08/G01 F 1,000,000.00 ZZ
360 1,000,000.00 1
41166 CANTER LANE 8.750 7,867.00 43
8.500 7,867.00 2,375,000.00
PAEONIAN SPRING VA 20129 2 09/15/99 00
0411536089 04 11/01/99 0
0411536089 O 10/01/29
0
2924992 822/G01 F 280,000.00 ZZ
360 280,000.00 1
8 ANGUS LA 7.875 2,030.20 65
7.625 2,030.20 435,000.00
WARREN NJ 07059 1 09/10/99 00
0431503424 05 11/01/99 0
1626001642 O 10/01/29
0
1
2926266 K08/G01 F 310,000.00 ZZ
360 310,000.00 1
5651 WALNUT STREET 8.250 2,328.93 71
8.000 2,328.93 439,000.00
DUBLIN CA 94568 1 09/09/99 00
0411355605 03 11/01/99 0
0411355605 O 10/01/29
0
2926270 K08/G01 F 129,400.00 ZZ
360 129,400.00 1
1059 OLD FORD ROAD 7.875 938.24 70
7.625 938.24 184,900.00
ABBINGTON TOWNS PA 19006 1 09/22/99 00
0411554272 05 11/01/99 0
0411554272 O 10/01/29
0
2926278 K08/G01 F 59,500.00 ZZ
360 59,500.00 1
3440 ALOHA DRIVE 8.500 457.50 75
8.250 457.50 80,000.00
SARASOTA FL 34232 2 09/15/99 00
0411583552 05 11/01/99 0
0411583552 O 10/01/29
0
2927250 375/G01 F 564,500.00 ZZ
360 563,203.42 1
2588 FEATHERWOOD STREET 7.375 3,898.87 80
7.125 3,898.87 705,646.00
THOUSAND OAKS CA 91362 1 06/22/99 00
0431505882 03 08/01/99 0
5810913268 O 07/01/29
0
2928695 K08/G01 F 295,200.00 ZZ
360 295,200.00 1
1315 WITHERSPOON DRIVE 7.750 2,114.85 80
7.500 2,114.85 369,000.00
THOUSAND OAKS CA 91360 1 09/14/99 00
0411598246 05 11/01/99 0
0411598246 O 10/01/29
0
2928701 K08/G01 F 105,600.00 ZZ
360 105,600.00 1
16 PARK VILLAGE LANE 8.250 793.34 80
UNIT # C 8.000 793.34 132,000.00
1
GREENSBORO NC 27455 2 09/17/99 00
0411605520 01 11/01/99 0
0411605520 O 10/01/29
0
2928803 696/G01 F 176,000.00 ZZ
360 176,000.00 1
1116 ARTIC QUILL ROAD 7.875 1,276.12 80
7.625 1,276.12 220,000.00
HERNDON VA 20170 1 09/24/99 00
0431506476 05 11/01/99 0
23399179 O 10/01/29
0
2928804 696/G01 F 204,000.00 ZZ
360 204,000.00 1
9110 FISHERMANS LANE 7.875 1,479.14 80
7.625 1,479.14 255,000.00
SPRINGFIELD VA 22153 1 09/24/99 00
0431506559 03 11/01/99 0
23399183 O 10/01/29
0
2928805 696/G01 F 320,000.00 ZZ
360 320,000.00 1
5428 NEBRASKA AVENUE, N.W. 7.625 2,264.94 80
7.375 2,264.94 400,000.00
WASHINGTON DC 20015 1 09/27/99 00
0431506419 05 11/01/99 0
31199123 O 10/01/29
0
2928806 696/G01 F 180,200.00 ZZ
360 180,200.00 1
1530 NORTHERN NECK DRIVE #201 7.875 1,306.58 80
7.625 1,306.58 225,258.00
VIENNA VA 22182 1 09/24/99 00
0431506302 01 11/01/99 0
21799218 O 10/01/29
0
2930301 944/G01 F 392,000.00 ZZ
360 392,000.00 1
122 S 12TH STREET 7.875 2,842.27 80
7.625 2,842.27 490,000.00
SAN JOSE CA 95112 1 09/15/99 00
0431508423 05 11/01/99 0
17891 O 10/01/29
0
1
2931744 K08/G01 F 108,500.00 ZZ
360 108,500.00 1
1479 DIOKNO COURT 8.000 796.13 70
7.750 796.13 155,000.00
PITTSBURG CA 94565 1 09/22/99 00
0411622301 05 11/01/99 0
0411622301 O 10/01/29
0
2931806 696/G01 F 300,000.00 ZZ
360 300,000.00 1
2537 OAK VALLEY DRIVE 8.000 2,201.29 80
7.750 2,201.29 375,000.00
VIENNA VA 22181 1 09/28/99 00
0431510577 03 11/01/99 0
21399145 O 10/01/29
0
2932305 562/562 F 284,950.00 ZZ
360 284,950.00 1
16 WIMBLEDON COURT 8.000 2,090.87 90
7.750 2,090.87 316,640.00
WHITE PLAINS NY 10607 1 09/24/99 04
598904 05 11/01/99 25
598904 O 10/01/29
0
2934123 K08/G01 F 235,200.00 ZZ
360 235,200.00 1
924 SPRINGVIEW CIRCLE 8.125 1,746.35 80
7.875 1,746.35 294,000.00
SAN RAMON CA 94583 2 09/16/99 00
0411589773 03 11/01/99 0
0411589773 O 10/01/29
0
2934301 076/076 F 255,000.00 ZZ
360 254,353.62 1
8 LAKE ROAD 6.875 1,675.17 75
6.625 1,675.17 340,000.00
KATONAH NY 10536 5 05/27/99 00
0799473 05 08/01/99 0
0799473 O 07/01/29
0
2934302 076/076 F 300,000.00 ZZ
360 299,275.99 1
1
30 FOUNTAIN RD 7.125 2,021.16 79
6.875 2,021.16 380,000.00
BRIARCLIFF MANO NY 10510 1 06/25/99 00
1208505 05 08/01/99 0
1208505 O 07/01/29
0
2934303 076/076 F 346,500.00 ZZ
360 342,952.30 1
6 FORREST GLEN DRIVE 6.750 2,247.39 80
6.500 2,247.39 435,000.00
CHESTER SPRINGS PA 19425 1 02/12/99 00
8886497 05 04/01/99 0
8886497 O 03/01/29
0
2934304 076/076 F 479,985.00 ZZ
348 474,334.69 1
1423N 1150 EAST 7.500 3,387.36 60
7.250 3,387.36 810,000.00
LEHI UT 84043 4 08/01/98 00
7322163 05 09/01/98 0
7322163 O 08/01/27
0
2934305 076/076 F 252,000.00 ZZ
360 251,166.49 1
7949 BROOKWOOD 7.000 1,676.56 80
6.750 1,676.56 315,000.00
CLARKSTON MI 48346 1 05/26/99 00
1441284 01 07/01/99 0
1441284 O 06/01/29
0
2934306 076/076 F 310,500.00 ZZ
360 310,060.28 1
8945W GROVELAWN COVE 7.750 2,224.47 88
7.500 2,224.47 355,000.00
GERMANTOWN TN 38138 1 07/26/99 10
0503876 05 09/01/99 25
0503876 O 08/01/29
0
2934307 076/076 F 262,000.00 ZZ
360 261,810.37 1
8741 VISTA VIEW DR 7.625 1,854.42 73
7.375 1,854.42 362,000.00
DALLAS TX 75243 1 08/13/99 00
0521173 05 10/01/99 0
1
0521173 O 09/01/29
0
2934308 076/076 F 273,000.00 ZZ
360 272,613.39 1
17 TRAILS END COURT 7.750 1,955.81 63
7.500 1,955.81 440,000.00
WESTFIELD NJ 07090 2 07/16/99 00
0580796 05 09/01/99 0
0580796 O 08/01/29
0
2934309 076/076 F 568,000.00 ZZ
360 567,588.90 1
2150 QUAIL RIDGE RD 7.625 4,020.27 80
7.375 4,020.27 710,000.00
AMES IA 50010 2 08/05/99 00
1976262 03 10/01/99 0
1976262 O 09/01/29
0
2934313 076/076 F 500,000.00 ZZ
360 499,638.11 1
12 SMOKEY CT 7.625 3,538.97 75
7.375 3,538.97 670,000.00
BLOOMINGTON IL 61704 2 08/16/99 00
1736554 05 10/01/99 0
1736554 O 09/01/29
0
2934314 076/076 F 263,200.00 ZZ
360 263,027.83 1
16820 LAGUNA VISTA DR 8.125 1,954.26 80
7.875 1,954.26 329,000.00
WATSONVILLE CA 95076 1 08/09/99 00
1830550 05 10/01/99 0
1830550 O 09/01/29
0
2934315 076/076 F 308,000.00 ZZ
360 307,777.08 1
2607 SUGARBERRY LN 7.625 2,180.00 79
7.375 2,180.00 392,000.00
MIDLOTHIAN VA 23112 1 08/10/99 00
1249478 05 10/01/99 0
1249478 O 09/01/29
0
1
2934316 076/076 F 257,000.00 ZZ
360 256,823.13 1
1865 BEAR DR 7.875 1,863.43 72
7.625 1,863.43 357,000.00
STEAMBOAT SPRIN CO 80477 1 08/17/99 00
1251321 05 10/01/99 0
1251321 O 09/01/29
0
2934317 076/076 F 270,000.00 ZZ
360 269,809.44 1
258 BAYVIEW AVE 7.750 1,934.31 80
7.500 1,934.31 340,000.00
BERKLEY MA 02779 1 08/09/99 00
1836770 05 10/01/99 0
1836770 O 09/01/29
0
2934318 076/076 F 290,000.00 ZZ
360 289,810.30 1
2686 W RIVERVIEW CT 8.125 2,153.24 61
7.875 2,153.24 480,000.00
NIXA MO 65714 2 08/06/99 00
1837250 05 10/01/99 0
1837250 O 09/01/29
0
2934319 076/076 F 800,000.00 ZZ
360 798,867.09 1
7 SAVANNAH RIDGE 7.750 5,731.30 63
7.500 5,731.30 1,267,490.00
FRISCO TX 75034 2 08/05/99 00
1905402 03 09/01/99 0
1905402 O 08/01/29
0
2934321 076/076 F 290,000.00 ZZ
360 289,784.78 1
65 LEIGHTON TRAIL 7.500 2,027.73 75
7.250 2,027.73 390,000.00
GUILFORD CT 06437 1 08/13/99 00
1331015 05 10/01/99 0
1331015 O 09/01/29
0
2934323 076/076 F 440,500.00 ZZ
360 440,181.18 1
962 EAST WIND COURT 7.625 3,117.83 84
7.375 3,117.83 530,000.00
1
NIXA MO 65714 2 08/10/99 12
2296650 05 10/01/99 12
2296650 O 09/01/29
0
2934324 076/076 F 277,600.00 ZZ
360 277,404.07 1
8175 CHUBB RD 7.750 1,988.76 79
7.500 1,988.76 355,000.00
SALEM TOWNSHIP MI 48167 1 08/05/99 00
2353147 05 10/01/99 0
2353147 O 09/01/29
0
2934325 076/076 F 303,500.00 ZZ
360 303,251.22 1
5013 DURANT COURT 7.000 2,019.19 77
6.750 2,019.19 398,000.00
AGOURA CA 91301 2 08/05/99 00
1332413 03 10/01/99 0
1332413 O 09/01/29
0
2934326 076/076 F 312,000.00 ZZ
360 311,579.91 1
19 KARA EAST 8.000 2,289.35 80
7.750 2,289.35 390,000.00
IRVINE CA 92620 1 07/28/99 00
1351766 03 09/01/99 0
1351766 O 08/01/29
0
2934327 076/076 F 319,000.00 ZZ
360 318,774.85 1
4N245 CENTRAL AVENUE 7.750 2,285.36 86
7.500 2,285.36 375,000.00
BENSENVILLE IL 60106 2 08/18/99 10
1505585 05 10/01/99 25
1505585 O 09/01/29
0
2934330 076/076 F 544,000.00 ZZ
360 543,586.06 1
11 FROST ST 7.375 3,757.27 80
7.125 3,757.27 680,000.00
CAMBRIDGE MA 02140 1 08/09/99 00
7396359 01 10/01/99 0
7396359 O 09/01/29
0
1
2934332 076/076 F 400,000.00 ZZ
360 398,801.38 1
4600 MEMORY LANE 7.500 2,796.86 64
7.250 2,796.86 625,000.00
OKLAHOMA CITY OK 73112 5 05/20/99 00
3981145 05 07/01/99 0
3981145 O 06/01/29
0
2934333 076/076 F 290,400.00 ZZ
360 290,195.03 1
300 ROSSBURN WAY 7.750 2,080.47 79
7.500 2,080.47 370,000.00
CHAPEL HILL NC 27516 1 08/12/99 00
4572953 03 10/01/99 0
4572953 O 09/01/29
0
2934335 076/076 F 452,000.00 ZZ
360 451,406.66 1
6 GRIFFEN CT 8.125 3,356.09 80
7.875 3,356.09 570,000.00
MILLER PLACE NY 11764 2 07/09/99 00
5207925 05 09/01/99 0
5207925 O 08/01/29
0
2934336 076/076 F 370,364.00 ZZ
360 370,102.60 1
8215 ELECTRIC AVE 7.750 2,653.33 79
7.500 2,653.33 470,000.00
VIENNA VA 22182 1 08/20/99 00
5856958 05 10/01/99 0
5856958 O 09/01/29
0
2934337 076/076 F 355,000.00 ZZ
360 354,755.69 1
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CHICAGO IL 60614 1 08/02/99 00
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0
2934338 076/076 F 253,000.00 ZZ
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1
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0
2934341 076/076 F 256,000.00 ZZ
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WATER MILL NY 11976 1 05/19/99 00
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FRANKLIN MA 02038 1 07/30/99 04
7285946 05 09/01/99 25
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2934344 076/076 F 293,100.00 ZZ
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BELMONT MA 02478 1 07/01/99 00
7285992 05 08/01/99 0
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0
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1
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WESTBOROUGH MA 01581 1 07/28/99 04
7286147 05 09/01/99 25
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BOSTON MA 02109 1 07/28/99 00
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2934348 076/076 F 468,000.00 ZZ
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SHARON MA 02067 1 07/30/99 00
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CAMBRIDGE MA 02138 1 08/02/99 00
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2934350 076/076 F 285,000.00 ZZ
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NANTUCKET MA 02554 5 07/23/99 00
7395863 05 09/01/99 0
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1
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360 116,000.00 1
667 ROUTE 55 8.500 891.94 80
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ELDRED NY 12732 1 09/28/99 00
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0
2935078 367/367 F 260,000.00 ZZ
360 259,811.82 1
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FAIRFAX VA 22031 1 08/12/99 00
9972385 05 10/01/99 0
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0
2936313 286/286 F 300,000.00 ZZ
360 299,760.09 1
1090 PIPESTEM PLACE 7.125 2,021.16 80
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POTOMAC MD 20854 1 08/27/99 00
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0
2936314 286/286 F 378,500.00 ZZ
360 378,232.85 2
302 WALNUT STREET 7.750 2,711.63 69
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BRIGHTON MA 02445 1 08/20/99 00
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1
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0
2936316 286/286 F 330,000.00 ZZ
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INDIANAPOLIS IN 46220 1 08/31/99 00
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0
2936317 286/286 F 312,000.00 ZZ
360 311,779.79 1
9320 BLUFFWIND CHASE 7.750 2,235.21 80
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ROSWELL GA 30076 2 08/10/99 00
0000636421 03 10/01/99 0
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0
2936318 286/286 F 403,750.00 ZZ
360 403,750.00 1
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TEMPE AZ 85284 1 09/09/99 00
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0
2936319 286/286 F 264,000.00 ZZ
360 263,783.60 1
7 TANAGER DRIVE 7.000 1,756.40 80
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HUDSON OH 44236 1 08/18/99 00
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0
2936320 286/286 F 480,000.00 ZZ
360 480,000.00 1
823 12TH STREET 8.500 3,690.79 66
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BOULDER CO 80302 5 09/24/99 00
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0
1
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360 245,821.95 1
9971 CRITZER SHOP RD 7.625 1,741.18 88
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AFTON VA 22920 4 08/31/99 21
0008598467 05 10/01/99 25
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0
2936322 286/286 F 260,200.00 ZZ
360 259,802.80 1
207 HUDDERSFIELD DR 7.375 1,797.14 80
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SIMPSONVILLE SC 29681 4 07/30/99 00
0008601608 03 09/01/99 0
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0
2936323 286/286 F 293,400.00 ZZ
360 293,182.55 1
513 STONEBURY DR 7.500 2,051.50 80
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SOUTHLAKE TX 76092 1 08/24/99 00
0008660829 03 10/01/99 0
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0
2936324 286/286 F 355,200.00 ZZ
360 354,955.55 1
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GREEN OAKS IL 60048 2 08/31/99 00
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0
2936326 286/286 F 350,000.00 ZZ
360 349,733.67 1
1013 AMANDA CT 7.375 2,417.37 70
7.125 2,417.37 500,000.00
MANSFIELD TX 76063 2 08/30/99 00
0008751554 05 10/01/99 0
0008751554 O 09/01/29
0
2936328 286/286 F 300,800.00 ZZ
360 300,592.99 1
1
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WINDSOR CA 95492 1 08/27/99 00
0008782326 05 10/01/99 0
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0
2936330 286/286 F 331,000.00 ZZ
360 330,766.38 1
17331 HIGHLANDER DR 7.750 2,371.33 88
7.500 2,371.33 380,000.00
RAMONA CA 92065 4 08/18/99 11
0009003995 05 10/01/99 25
0009003995 O 09/01/29
0
2936331 286/286 F 316,000.00 ZZ
360 315,274.19 1
2310 POD DR 7.375 2,182.54 80
7.125 2,182.54 395,000.00
VISTA CA 92084 5 06/17/99 00
0009007231 05 08/01/99 0
0009007231 O 07/01/29
0
2936332 286/286 F 250,000.00 ZZ
360 248,157.35 1
2111 ILLONA LANE 7.125 1,684.30 69
6.875 1,684.30 366,000.00
MERRICK NY 11566 5 12/04/98 00
0009041867 05 02/01/99 0
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0
2936333 286/286 F 368,000.00 ZZ
360 367,759.28 1
166 HILLSIDE AVE 8.125 2,732.39 80
7.875 2,732.39 460,000.00
CHATHAM NJ 07928 1 08/31/99 00
0009052721 05 10/01/99 0
0009052721 O 09/01/29
0
2936334 286/286 F 345,000.00 ZZ
240 345,000.00 1
3 BROOKSIDE CT 8.125 2,912.62 69
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SCOTCH PLAINS NJ 07076 5 09/21/99 00
0009052882 05 11/01/99 0
1
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0
2936335 286/286 F 268,000.00 ZZ
360 268,000.00 1
44 ROCKY HILL RD 7.750 1,919.99 80
7.500 1,919.99 336,148.00
SOUTH BRUNSWICK NJ 08852 1 09/01/99 00
0009219705 05 11/01/99 0
0009219705 O 10/01/29
0
2936336 286/286 F 294,000.00 ZZ
360 293,096.89 1
3631 N AVENDIA DE LA COLINA 7.375 2,030.58 79
7.125 2,030.58 374,875.00
TUCSON AZ 85749 4 06/01/99 00
0009275205 03 07/01/99 0
0009275205 O 06/01/29
0
2936337 286/286 F 361,875.00 ZZ
360 361,084.25 1
336 RUBY ST 7.625 2,561.33 62
7.375 2,561.33 588,540.00
CLARENDON HILLS IL 60564 2 07/01/99 00
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0
2936338 286/286 F 280,100.00 ZZ
360 279,487.94 1
10650 E SONORAN VISTA TR 7.625 1,982.53 69
7.375 1,982.53 411,329.00
TUCSON AZ 85749 1 07/01/99 00
0009275796 03 08/01/99 0
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0
2936340 286/286 F 362,500.00 ZZ
360 360,334.17 1
5048 N ROCK CANYON RD 6.875 2,381.37 79
6.625 2,381.37 462,500.00
TUCSON AZ 85750 1 02/24/99 00
0009340943 03 04/01/99 0
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0
1
2936342 286/286 F 276,250.00 ZZ
360 275,753.87 1
8817 E HONEYBEAR PLACE 7.000 1,837.90 85
6.750 1,837.90 325,000.00
TUCSON AZ 85749 1 10/28/98 12
0009386232 03 09/01/99 12
0009386232 O 08/01/29
0
2936343 286/286 F 314,800.00 ZZ
360 313,808.73 1
2528 ASHCROFT LOOP 7.250 2,147.50 80
7.000 2,147.50 393,502.00
BLACKLICK OH 43004 1 05/28/99 00
0009402543 05 07/01/99 0
0009402543 O 06/01/29
0
2936344 286/286 F 314,800.00 ZZ
360 314,021.33 1
16455 RUNNING POST CT 7.000 2,094.38 80
6.750 2,094.38 393,550.00
CENTREVILLE VA 20120 1 06/23/99 00
0009413905 03 08/01/99 0
0009413905 O 07/01/29
0
2936345 286/286 F 324,000.00 ZZ
360 323,765.49 1
32 HIGHTRAIL WAY 7.625 2,293.26 80
7.375 2,293.26 405,000.00
AUSTIN TX 78738 4 08/31/99 00
0009420699 03 10/01/99 0
0009420699 O 09/01/29
0
2936346 286/286 F 900,000.00 ZZ
360 900,000.00 1
5975 UPPER STRAITS 7.500 6,292.94 57
7.250 6,292.94 1,600,000.00
WEST BLOOMFIELD MI 48324 2 09/17/99 00
0009426503 05 11/01/99 0
0009426503 O 10/01/29
0
2936347 286/286 F 320,000.00 ZZ
360 318,347.76 1
1202 CAMP STREET 7.000 2,128.97 74
6.750 2,128.97 435,000.00
1
NEW ORLEANS LA 70113 5 03/30/99 00
0009438388 05 05/01/99 0
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0
2936348 286/286 F 148,000.00 ZZ
360 147,903.18 1
845 EMERSON DR 8.125 1,098.90 66
7.875 1,098.90 225,000.00
CHARLOTTESVILLE VA 22901 4 08/11/99 00
0009445465 03 10/01/99 0
0009445465 O 09/01/29
0
2936350 286/286 F 243,750.00 ZZ
360 241,909.22 1
10400 W TARA BLVD 7.000 1,621.68 75
6.750 1,621.68 325,000.00
BOYNTON BEACH FL 33437 5 12/16/98 00
0009453092 05 02/01/99 0
0009453092 O 01/01/29
0
2936351 286/286 F 320,000.00 ZZ
360 319,535.29 1
4915 ABELL LN 7.625 2,264.95 80
7.375 2,264.95 400,000.00
INDIAN HEAD MD 20640 4 07/30/99 00
0009457122 05 09/01/99 0
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0
2936352 286/286 F 360,000.00 ZZ
360 359,745.91 1
2980 GREENWICH RD 7.750 2,579.09 67
7.500 2,579.09 545,000.00
WINSTON SALEM NC 27104 5 08/19/99 00
0009460143 05 10/01/99 0
0009460143 O 09/01/29
0
2936353 286/286 F 341,600.00 ZZ
360 341,128.28 1
11040 SHENANDOAH TR 7.875 2,476.84 90
7.625 2,476.84 379,556.00
ORLAND PARK IL 60467 4 08/01/99 10
0009462467 05 09/01/99 25
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0
1
2936354 286/286 F 328,000.00 ZZ
360 327,473.84 1
7056 WOLFTREE LANE 7.125 2,209.80 80
6.875 2,209.80 410,000.00
ROCKVILLE MD 20852 4 07/14/99 00
0009471717 05 09/01/99 0
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0
2936355 286/286 F 280,350.00 ZZ
360 280,147.09 1
1415 N. SCOTT STREET 7.625 1,984.30 90
7.375 1,984.30 311,505.00
ARLINGTON VA 22209 1 09/02/99 11
0009479680 09 10/01/99 25
0009479680 O 09/01/29
0
2936356 286/286 F 262,000.00 ZZ
360 261,819.69 1
4543 E RUNNING DEER TRL 7.875 1,899.69 87
7.625 1,899.69 302,020.00
CAVE CREEK AZ 85331 1 08/17/99 12
0009480141 03 10/01/99 25
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0
2936357 286/286 F 336,450.00 ZZ
360 336,450.00 1
911 DOUGLAS CT 7.125 2,266.73 80
6.875 2,266.73 421,000.00
SALEM VA 24153 1 09/03/99 00
0009490902 05 11/01/99 0
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0
2936358 286/286 F 288,000.00 ZZ
360 287,093.14 1
106 MAGERTON CT 7.250 1,964.67 80
7.000 1,964.67 360,000.00
CARY NC 27511 2 05/07/99 00
0009498665 03 07/01/99 0
0009498665 O 06/01/29
0
2936359 286/286 F 249,200.00 ZZ
360 249,200.00 1
1
1407 WOODRIDGE MANOR RD 7.500 1,742.45 80
7.250 1,742.45 311,500.00
FALLSTON MD 21047 1 09/23/99 00
0009534420 05 11/01/99 0
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0
2936360 286/286 F 352,000.00 ZZ
360 349,989.84 1
715 SADDLERIDGE DRIVE 6.875 2,312.39 80
6.625 2,312.39 440,000.00
WIMBERLEY TX 78676 2 05/28/99 00
0009542641 03 07/01/99 0
0009542641 O 06/01/29
0
2936361 286/286 F 147,920.00 ZZ
360 147,815.60 1
LOT 14 COUNTRY CLUB LN 7.750 1,059.72 80
7.500 1,059.72 184,900.00
E FALMOUTH MA 02536 1 08/18/99 00
0009550690 05 10/01/99 0
0009550690 O 09/01/29
0
2936363 286/286 F 331,400.00 ZZ
360 331,154.05 1
501 TARA COURT 7.500 2,317.20 85
7.250 2,317.20 390,329.00
CRANBERRY TWP PA 16066 1 08/27/99 10
0009562433 05 10/01/99 12
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0
2936364 286/286 F 294,000.00 ZZ
360 293,551.19 1
7819 FALSTAFF ROAD 7.375 2,030.59 69
7.125 2,030.59 429,000.00
MCLEAN VA 22102 1 07/29/99 00
0009562845 05 09/01/99 0
0009562845 O 08/01/29
0
2936365 286/286 F 310,000.00 ZZ
360 309,769.93 1
8313 LORING DR 7.500 2,167.57 68
7.250 2,167.57 460,000.00
BETHESDA MD 20817 1 08/25/99 00
0009566179 05 10/01/99 0
1
0009566179 O 09/01/29
0
2936366 286/286 F 312,000.00 ZZ
360 311,785.28 1
5 STONE CAMP TRL 7.875 2,262.22 80
7.625 2,262.22 390,000.00
WINONA LAKE IN 46590 1 08/25/99 00
0009571597 05 10/01/99 0
0009571597 O 09/01/29
0
2936368 286/286 F 266,950.00 ZZ
360 266,766.28 1
87 V ST NW 7.875 1,935.58 95
7.625 1,935.58 281,000.00
WASHINGTON DC 20001 1 08/30/99 10
0009584334 05 10/01/99 30
0009584334 O 09/01/29
0
2936369 286/286 F 306,000.00 ZZ
360 305,627.93 1
25272 RIPLEYS FIELD DRIVE 8.500 2,352.88 90
8.250 2,352.88 340,000.00
SOUTH RIDING VA 20152 1 07/26/99 22
0009585753 03 09/01/99 25
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0
2936370 286/286 F 292,400.00 ZZ
360 292,198.77 1
2907 MOUNT SNOW CT 7.875 2,120.11 80
7.625 2,120.11 365,500.00
ELLICOTT CITY MD 21042 1 08/26/99 00
0009602187 03 10/01/99 0
0009602187 O 09/01/29
0
2936371 286/286 F 268,000.00 ZZ
360 267,815.56 1
35960 ASHBY FARM CIRCLE 7.875 1,943.19 80
7.625 1,943.19 335,000.00
PURCELLVILLE VA 20132 1 08/26/99 00
0009605604 05 10/01/99 0
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0
1
2936475 116/116 F 448,350.00 ZZ
360 448,350.00 1
3 NOBLIE BEND PLACE 7.875 3,250.85 80
7.625 3,250.85 560,456.00
THE WOODLANDS TX 77382 1 09/29/99 00
091068097 05 11/01/99 0
091068097 O 10/01/29
0
2937489 562/G01 F 190,000.00 ZZ
360 190,000.00 1
26 NOYES STREET 8.250 1,427.41 71
8.000 1,427.41 270,000.00
PEARL RIVER NY 10965 1 09/24/99 00
0431522002 05 11/01/99 0
627208 O 10/01/29
0
2938268 K08/G01 F 165,000.00 ZZ
360 165,000.00 1
636 SOUTH BAYWOOD AVENUE 8.250 1,239.59 46
8.000 1,239.59 365,000.00
SAN JOSE CA 95128 1 09/15/99 00
0411564883 05 11/01/99 0
0411564883 O 10/01/29
0
2938288 K08/G01 F 218,000.00 ZZ
360 218,000.00 1
3666 MORNINGSIDE DRIVE 7.875 1,580.65 80
7.625 1,580.65 275,000.00
RICHMOND CA 94803 2 09/24/99 00
0411613771 05 11/01/99 0
0411613771 O 10/01/29
0
2938295 K08/G01 F 202,400.00 ZZ
360 202,400.00 1
5311 EAST 29TH STREET 7.875 1,467.54 80
7.625 1,467.54 253,000.00
LONG BEACH CA 90815 1 09/21/99 00
0411620834 05 11/01/99 0
0411620834 O 10/01/29
0
2938305 K08/G01 F 181,500.00 ZZ
360 181,500.00 1
8201 HALLMARK DRIVE 8.500 1,395.58 69
8.250 1,395.58 263,100.00
1
NORTH RICHLAND TX 76180 1 09/29/99 00
0411633209 05 11/01/99 0
0411633209 O 10/01/29
0
2938376 696/G01 F 280,800.00 ZZ
360 280,800.00 1
6499 MARSHALEE DRIVE 7.500 1,963.39 90
7.250 1,963.39 312,000.00
ELKRIDGE MD 21075 1 09/30/99 12
0431513431 03 11/01/99 25
30199201 O 10/01/29
0
2939469 685/G01 F 264,000.00 ZZ
360 264,000.00 1
2053 LILAC LANE 7.875 1,914.19 80
7.625 1,914.19 330,000.00
GLENDALE CA 91206 2 09/17/99 00
0431518943 05 11/01/99 0
119547 O 10/01/29
0
2941486 K08/G01 F 260,000.00 T
360 260,000.00 1
4 WHITECLOUD COURT 8.375 1,976.19 67
8.125 1,976.19 390,000.00
MCCALL ID 83635 2 09/24/99 00
0411131212 05 11/01/99 0
0411131212 O 10/01/29
0
2941487 K08/G01 F 165,500.00 ZZ
360 165,500.00 1
7780 ROSEBERRY FARM DRIVE 8.000 1,214.38 70
7.750 1,214.38 236,450.00
MANASSAS VA 20111 1 09/30/99 00
0411460181 03 11/01/99 0
0411460181 O 10/01/29
0
2941522 K08/G01 F 300,000.00 ZZ
360 300,000.00 1
1356 MONROE STREET 7.875 2,175.21 72
7.625 2,175.21 420,000.00
SANTA CLARA CA 95050 2 09/23/99 00
0411618150 05 11/01/99 0
0411618150 O 10/01/29
0
1
2941533 K08/G01 F 175,000.00 G
360 175,000.00 1
4715 SOUTH SNOQUALMIE STR 8.000 1,284.09 60
7.750 1,284.09 295,000.00
SEATTLE WA 98118 1 09/27/99 00
0411627268 05 11/01/99 0
0411627268 O 10/01/29
0
2944153 K08/G01 F 126,000.00 ZZ
360 126,000.00 1
2950 PROSPECT AVENUE 8.375 957.69 72
8.125 957.69 176,000.00
HOOD RIVER OR 97031 2 09/23/99 00
0411517980 05 11/01/99 0
0411517980 O 10/01/29
0
2946671 K08/G01 F 160,800.00 ZZ
360 160,800.00 1
1622 ELM AVENUE 8.625 1,250.69 62
8.375 1,250.69 260,000.00
RICHMOND CA 94805 5 09/14/99 00
0411597669 05 11/01/99 0
0411597669 O 10/01/29
0
2946673 K08/G01 F 326,250.00 ZZ
360 326,250.00 1
16940 KNOLLWOOD DRIVE 8.500 2,508.58 90
8.250 2,508.58 362,500.00
LOS ANGELES CA 91344 1 09/28/99 04
0411599608 05 11/01/99 25
0411599608 O 10/01/29
0
2946806 696/G01 F 148,000.00 ZZ
360 148,000.00 1
530 SOUTH ALFRED STREET 7.875 1,073.10 80
7.625 1,073.10 185,000.00
ALEXANDRIA VA 22314 1 10/01/99 00
0431523166 07 11/01/99 0
22799174 O 10/01/29
0
2946807 696/G01 F 412,000.00 ZZ
360 412,000.00 1
1
2515 N. NELSON STREET 8.875 3,278.06 80
8.625 3,278.06 515,000.00
ARLINGTON VA 22207 1 10/05/99 00
0431523174 05 11/01/99 0
22899155 O 10/01/29
0
2946809 696/G01 F 315,000.00 ZZ
360 315,000.00 2
1430 SWANN STREET, N.W. 7.625 2,229.55 90
7.375 2,229.55 350,000.00
WASHINGTON DC 20009 2 09/30/99 12
0431523349 07 11/01/99 30
22899175 O 10/01/29
0
2949241 696/G01 F 261,000.00 ZZ
360 261,000.00 1
47756 SAULTY DRIVE 7.750 1,869.84 77
7.500 1,869.84 340,000.00
STERLING VA 20165 4 10/05/99 00
0431527506 03 11/01/99 0
10099047 O 10/01/29
0
2952695 286/286 F 321,200.00 ZZ
360 321,200.00 1
535 TATUM DR 7.750 2,301.12 80
7.500 2,301.12 401,500.00
ALPHARETTA GA 30022 1 10/01/99 00
0000638170 03 11/01/99 0
0000638170 O 10/01/29
0
2952703 286/286 F 301,500.00 ZZ
360 301,500.00 1
5032 BROOKMARE LANE 8.000 2,212.31 90
7.750 2,212.31 335,000.00
WINSTON-SALEM NC 27106 1 09/28/99 12
0008756806 03 11/01/99 25
0008756806 O 10/01/29
0
2952716 286/286 F 375,000.00 ZZ
357 374,729.59 1
9820 E VERMILLION PL 7.750 2,692.28 89
7.500 2,692.28 425,000.00
TUCSON AZ 85749 4 04/19/99 10
0009276995 03 10/01/99 25
1
0009276995 O 06/01/29
0
2952896 638/G01 F 292,640.00 ZZ
360 292,640.00 1
14408 JASONWOOD COURT 7.875 2,121.84 80
7.625 2,121.84 365,800.00
BOWIE MD 20721 1 09/27/99 00
0431535764 03 11/01/99 0
08901865 O 10/01/29
0
2952957 638/G01 F 271,200.00 ZZ
360 271,200.00 1
1041 FLAMINGO STREET 8.375 2,061.32 80
8.125 2,061.32 339,000.00
GLENDORA CA 91741 1 09/08/99 00
0431535814 05 11/01/99 0
08926590 O 10/01/29
0
2952982 638/G01 F 153,000.00 ZZ
360 153,000.00 1
2528 FREDERICK ROAD 8.750 1,203.65 71
8.500 1,203.65 218,000.00
BALTIMORE MD 21228 1 09/24/99 00
0431535855 05 11/01/99 0
08927867 O 10/01/29
0
TOTAL NUMBER OF LOANS : 1,060
TOTAL ORIGINAL BALANCE : 341,607,798.00
TOTAL PRINCIPAL BALANCE : 341,094,542.68
TOTAL ORIGINAL P+I : 2,445,939.13
TOTAL CURRENT P+I : 2,445,939.13
***************************
* END OF REPORT *
***************************
-1-
<PAGE>
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan NumCurrent BalanNet MortDiscount FracPO Balance
1941509 $318,833.42 0.0622 0.111428571 $35,527.15
1941553 $325,509.95 0.0622 0.111428571 $36,271.11
1941622 $270,508.69 0.0622 0.111428571 $30,142.40
1942674 $313,313.89 0.06345 0.093571429 $29,317.23
1942588 $339,700.02 0.06345 0.093571429 $31,786.22
1941818 $565,392.72 0.06345 0.093571429 $52,904.60
1941815 $255,110.85 0.0647 0.075714286 $19,315.54
1941546 $296,687.20 0.0647 0.075714286 $22,463.46
1941512 $298,958.06 0.0647 0.075714286 $22,635.40
1941504 $269,298.66 0.0647 0.075714286 $20,389.76
2934303 $342,952.30 0.0647 0.075714286 $25,966.39
1941531 $287,502.69 0.0647 0.075714286 $21,768.06
1941458 $307,105.97 0.0647 0.075714286 $23,252.31
2909435 $303,375.23 0.0647 0.075714286 $22,969.84
1941260 $272,989.07 0.0647 0.075714286 $20,669.17
1910443 $253,037.06 0.0647 0.075714286 $19,158.52
1942540 $502,690.87 0.0647 0.075714286 $38,060.88
1944126 $272,428.76 0.0647 0.075714286 $20,626.75
1853712 $307,242.57 0.0657 0.061428571 $18,873.47
1941846 $399,325.97 0.06595 0.057857143 $23,103.86
1898070 $273,544.02 0.06595 0.057857143 $15,826.48
1944130 $306,920.02 0.06595 0.057857143 $17,757.52
1941799 $467,161.47 0.06595 0.057857143 $27,028.63
1923785 $298,983.14 0.06595 0.057857143 $17,298.31
1941819 $257,790.41 0.06595 0.057857143 $14,915.02
1944953 $271,310.51 0.06595 0.057857143 $15,697.25
1941768 $308,017.24 0.06595 0.057857143 $17,821.00
1941774 $352,993.74 0.06595 0.057857143 $20,423.21
1941785 $299,239.54 0.06595 0.057857143 $17,313.14
1941832 $298,983.14 0.06595 0.057857143 $17,298.31
2909480 $271,078.04 0.06595 0.057857143 $15,683.80
2934301 $254,353.62 0.06595 0.057857143 $14,716.17
1941432 $284,519.75 0.06595 0.057857143 $16,461.50
1941255 $420,930.30 0.06595 0.057857143 $24,353.82
2936340 $360,334.17 0.06595 0.057857143 $20,847.91
1941252 $308,216.74 0.06595 0.057857143 $17,832.54
2936360 $349,989.84 0.06595 0.057857143 $20,249.41
1941515 $319,188.82 0.06595 0.057857143 $18,467.35
1941497 $263,445.94 0.06595 0.057857143 $15,242.23
1943748 $548,180.85 0.0672 0.04 $21,927.23
2745717 $146,141.66 0.0672 0.04 $5,845.67
1941606 $299,506.75 0.0672 0.04 $11,980.27
2936344 $314,021.33 0.0672 0.04 $12,560.85
1944956 $252,871.55 0.0672 0.04 $10,114.86
2936347 $318,347.76 0.0672 0.04 $12,733.91
1944152 $390,459.68 0.0672 0.04 $15,618.39
1942277 $339,440.98 0.0672 0.04 $13,577.64
1941849 $374,756.35 0.0672 0.04 $14,990.25
1943759 $275,884.45 0.0672 0.04 $11,035.38
1943719 $373,759.68 0.0672 0.04 $14,950.39
2768008 $396,759.06 0.0672 0.04 $15,870.36
1943998 $277,312.39 0.0672 0.04 $11,092.50
1942346 $206,580.52 0.0672 0.04 $8,263.22
1943784 $273,249.15 0.0672 0.04 $10,929.97
1914170 $163,955.88 0.0672 0.04 $6,558.24
2936350 $241,909.22 0.0672 0.04 $9,676.37
1941489 $318,542.89 0.0672 0.04 $12,741.72
1862984 $138,244.57 0.0672 0.04 $5,529.78
1892585 $285,418.49 0.0672 0.04 $11,416.74
1895096 $611,930.88 0.0672 0.04 $24,477.24
2909678 $458,614.18 0.0672 0.04 $18,344.57
1941495 $279,539.62 0.0672 0.04 $11,181.58
2936342 $275,753.87 0.0672 0.04 $11,030.15
1943744 $550,174.23 0.0672 0.04 $22,006.97
1941483 $309,567.81 0.0672 0.04 $12,382.71
2934305 $251,166.49 0.0672 0.04 $10,046.66
2936319 $263,783.60 0.0672 0.04 $10,551.34
1941788 $262,567.58 0.0672 0.04 $10,502.70
2934325 $303,251.22 0.0672 0.04 $12,130.05
2909249 $335,019.67 0.0672 0.04 $13,400.79
2882899 $1,062,075.42 0.0672 0.04 $42,483.02
2890843 $260,286.22 0.0672 0.04 $10,411.45
1885961 $1,055,520.84 0.0682 0.025714286 $27,141.96
1942464 $458,515.41 0.06845 0.022142857 $10,152.84
1856486 $332,954.97 0.06845 0.022142857 $7,372.57
1941525 $398,571.89 0.06845 0.022142857 $8,825.52
1942323 $346,023.07 0.06845 0.022142857 $7,661.94
1942955 $278,916.86 0.06845 0.022142857 $6,176.02
1941479 $501,529.36 0.06845 0.022142857 $11,105.29
1941762 $342,804.00 0.06845 0.022142857 $7,590.66
1943737 $448,547.72 0.06845 0.022142857 $9,932.13
1941679 $329,470.63 0.06845 0.022142857 $7,295.42
1942684 $270,764.97 0.06845 0.022142857 $5,995.51
2936313 $299,760.09 0.06845 0.022142857 $6,637.54
2810383 $190,632.77 0.06845 0.022142857 $4,221.15
1944135 $319,227.73 0.06845 0.022142857 $7,068.61
2859155 $448,414.02 0.06845 0.022142857 $9,929.17
2909386 $359,422.51 0.06845 0.022142857 $7,958.64
2910045 $339,728.10 0.06845 0.022142857 $7,522.55
2910074 $319,344.42 0.06845 0.022142857 $7,071.20
2878166 $398,709.04 0.06845 0.022142857 $8,828.56
2934302 $299,275.99 0.06845 0.022142857 $6,626.83
2882894 $328,293.41 0.06845 0.022142857 $7,269.35
2910023 $274,530.28 0.06845 0.022142857 $6,078.88
2936332 $248,157.35 0.06845 0.022142857 $5,494.91
1943727 $269,128.62 0.06845 0.022142857 $5,959.28
1908263 $273,588.54 0.06845 0.022142857 $6,058.03
1943776 $422,631.59 0.06845 0.022142857 $9,358.27
2909574 $287,519.07 0.06845 0.022142857 $6,366.49
1943982 $299,518.76 0.06845 0.022142857 $6,632.20
1944003 $254,085.33 0.06845 0.022142857 $5,626.18
2936357 $336,450.00 0.06845 0.022142857 $7,449.96
2936354 $327,473.84 0.06845 0.022142857 $7,251.21
2909702 $348,897.90 0.0697 0.004285714 $1,495.28
1892890 $266,717.58 0.0697 0.004285714 $1,143.08
1897995 $211,661.04 0.0697 0.004285714 $907.12
2909934 $298,931.46 0.0697 0.004285714 $1,281.13
2909720 $310,716.48 0.0697 0.004285714 $1,331.64
2909724 $299,055.36 0.0697 0.004285714 $1,281.67
1895946 $125,003.96 0.0697 0.004285714 $535.73
2909929 $299,293.66 0.0697 0.004285714 $1,282.69
2909932 $299,530.53 0.0697 0.004285714 $1,283.70
1902252 $249,608.23 0.0697 0.004285714 $1,069.75
2921982 $312,000.00 0.0697 0.004285714 $1,337.14
2936358 $287,093.14 0.0697 0.004285714 $1,230.40
1860444 $347,482.42 0.0697 0.004285714 $1,489.21
1940259 $429,664.56 0.0697 0.004285714 $1,841.42
1940330 $350,173.59 0.0697 0.004285714 $1,500.74
1940367 $387,392.83 0.0697 0.004285714 $1,660.26
2936343 $313,808.73 0.0697 0.004285714 $1,344.89
2910015 $329,742.56 0.0697 0.004285714 $1,413.18
2934341 $254,075.85 0.0697 0.004285714 $1,088.90
2909965 $424,334.92 0.0697 0.004285714 $1,818.58
2910135 $294,452.12 0.0697 0.004285714 $1,261.94
1941510 $399,374.03 0.0697 0.004285714 $1,711.60
1903376 $319,681.04 0.0697 0.004285714 $1,370.06
2909986 $269,389.68 0.0697 0.004285714 $1,154.53
1941517 $352,069.08 0.0697 0.004285714 $1,508.87
2909980 $258,907.87 0.0697 0.004285714 $1,109.61
1941477 $325,489.83 0.0697 0.004285714 $1,394.96
1943996 $299,293.66 0.0697 0.004285714 $1,282.69
1942124 $383,588.37 0.0697 0.004285714 $1,643.95
1942199 $258,988.78 0.0697 0.004285714 $1,109.95
1942207 $387,086.49 0.0697 0.004285714 $1,658.94
1942263 $428,987.58 0.0697 0.004285714 $1,838.52
1944017 $252,753.51 0.0697 0.004285714 $1,083.23
1942289 $352,697.19 0.0697 0.004285714 $1,511.56
1941613 $335,109.11 0.0697 0.004285714 $1,436.18
1942342 $452,446.77 0.0697 0.004285714 $1,939.06
1941858 $411,528.78 0.0697 0.004285714 $1,763.69
1943995 $335,707.73 0.0697 0.004285714 $1,438.75
1942516 $399,687.96 0.0697 0.004285714 $1,712.95
1943992 $259,593.12 0.0697 0.004285714 $1,112.54
1943990 $336,138.22 0.0697 0.004285714 $1,440.59
1943985 $290,913.43 0.0697 0.004285714 $1,246.77
1943794 $607,047.45 0.0697 0.004285714 $2,601.63
1841067 $241,748.52 0.0697 0.004285714 $1,036.07
1942301 $344,331.18 0.0697 0.004285714 $1,475.71
2788555 $259,168.51 0.0697 0.004285714 $1,110.72
2909470 $486,850.99 0.0697 0.004285714 $2,086.50
2909415 $324,491.39 0.0697 0.004285714 $1,390.68
1943775 $343,731.64 0.0697 0.004285714 $1,473.14
1941685 $306,238.07 0.0697 0.004285714 $1,312.45
2890862 $549,570.95 0.0697 0.004285714 $2,355.30
1941781 $422,901.10 0.0697 0.004285714 $1,812.43
2838639 $245,615.04 0.0697 0.004285714 $1,052.64
1941864 $398,575.28 0.0697 0.004285714 $1,708.18
2810010 $478,104.99 0.0697 0.004285714 $2,049.02
1941863 $315,237.27 0.0697 0.004285714 $1,351.02
1944962 $300,291.28 0.0697 0.004285714 $1,286.96
1941823 $255,200.76 0.0697 0.004285714 $1,093.72
1944960 $301,400.08 0.0697 0.004285714 $1,291.71
1941843 $316,599.54 0.0697 0.004285714 $1,356.86
1944132 $355,161.81 0.0697 0.004285714 $1,522.12
1941857 $371,417.85 0.0697 0.004285714 $1,591.79
1941550 $259,493.27 0.0697 0.004285714 $1,112.11
1941814 $327,227.74 0.0697 0.004285714 $1,402.40
$56,047,023.44 2.97428491%$1,666,998.1
-2-
1
RUN ON : 10/27/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.51.42 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1999-S21 CUTOFF : 10/01/99
POOL : 0004403
:
:
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
------------------------------------------------------------------------------
1736987 .2500
262,886.03 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1737890 .2500
255,170.33 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1759241 .2500
339,156.72 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1802734 .2500
137,865.72 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1841067 .2500
241,748.52 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1846398 .2500
303,194.16 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
1853712 .2500
307,242.57 .0300
6.8500 .0000
6.6000 .0000
6.5700 .0000
6.5700 .0000
1856486 .2500
332,954.97 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1860444 .2500
347,482.42 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1861373 .2500
416,694.64 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1862984 .2500
138,244.57 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1885961 .2500
1,055,520.84 .0300
7.1000 .0000
6.8500 .0000
6.8200 .0000
6.8200 .0000
1892585 .2500
285,418.49 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1892890 .2500
266,717.58 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
1895096 .2500
611,930.88 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1895946 .2500
125,003.96 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1897995 .2500
211,661.04 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1898070 .2500
273,544.02 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1899341 .2500
308,607.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1900755 .2500
544,463.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1902252 .2500
249,608.23 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1903376 .2500
319,681.04 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
1905703 .2500
646,387.47 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1905925 .2500
278,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1908263 .2500
273,588.54 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1910443 .2500
253,037.06 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1914170 .2500
163,955.88 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1914582 .2500
400,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1914894 .2500
305,596.49 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1917559 .2500
213,765.93 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
1921856 .2500
278,109.76 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1922205 .2500
691,344.01 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1923785 .2500
298,983.14 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1924179 .2500
81,820.78 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1926408 .2500
276,791.27 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1926649 .2500
300,792.85 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1927724 .2500
554,844.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1928221 .2500
289,579.25 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
1928528 .2500
515,644.89 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1928940 .2500
259,499.20 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1930437 .2500
339,518.51 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1930440 .2500
418,931.17 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1930507 .2500
339,542.22 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1930758 .2500
309,538.44 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1930888 .2500
331,042.22 .0800
7.8750 .0000
7.6250 .0000
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2946809 .2500
315,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
2949241 .2500
261,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
2952695 .2500
321,200.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
2952703 .2500
301,500.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
2952716 .2500
374,729.59 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
2952896 .2500
292,640.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
2952957 .2500
271,200.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
2952982 .2500
153,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
TOTAL NUMBER OF LOANS: 1060
TOTAL BALANCE........: 341,094,542.68
1
RUN ON : 10/27/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.51.42 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1999-S21 FIXED SUMMARY REPORT CUTOFF : 10/01/99
POOL : 0004403
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 7.7317 6.5000 9.1250
RFC NET RATE 7.4789 6.2500 8.8750
NET MTG RATE(INVSTR RATE) 7.4071 6.2200 8.7950
POST STRIP RATE 6.9658 6.2200 7.0000
SUB SERV FEE .2528 .2500 .3750
MSTR SERV FEE .0718 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .4414 .0000 1.7950
TOTAL NUMBER OF LOANS: 1060
TOTAL BALANCE........: 341,094,542.68
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the Insured Payment for such Distribution Date, and the
respective portions thereof allocable to principal and interest for the
Insured Certificates'
(vii) the amount of any Certificate Insurance Payment made on
such Distribution Date, the amount of any reimbursement payment made to
the Certificate Insurer on such Distribution Date pursuant to Section
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after
giving effect to any such Certificate Insurance Payment or any such
reimbursement payment to the Certificate Insurer;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates and the Senior Percentage, after giving effect to the
amounts distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(x) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(xi) the number, aggregate principal balance and book value of
any REO Properties;
-1-
<PAGE>
(xii) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xiii) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xiv) the weighted average Pool Strip Rate for such Distribution
Date and the Pass-Through Rate with respect to the Class A-V
Certificates and each Subclass, if any, thereof;
(xv) [RESERVED];
(xvi) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xvii) the occurrence of the Credit Support Depletion Date and
the Accretion Termination Date;
(xviii)the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xix) the related Senior Percentage for such Distribution Date;
(xx) the aggregate amount of Realized Losses for such
Distribution Date;
(xxi) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xxii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxiii)the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date;
(xxiv) the amount of any payment made from the Reserve Fund on
such Distribution Date and the balance of the Reserve Fund after giving
effect to such amounts; and
(xxv) if any of the Class M Certificates are held by a
Depository, a legend substantially in the form of Exhibit H-3 to the
Standard Terms, referencing such Certificates.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
-2-
<PAGE>
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF AUGUST 1, 1999
- -------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1999
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01 Definitions............................................................1
Section 1.02 Use of Words and Phrases..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..........................................29
Section 2.02 Acceptance by Trustee.................................................35
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Company.................................36
Section 2.04 Representations and Warranties of Sellers.............................38
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer....................................40
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and
Sellers' Obligations............................41
Section 3.03 Successor Subservicers................................................42
Section 3.04 Liability of the Master Servicer......................................42
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders...................43
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......43
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account...............................43
Section 3.08 Subservicing Accounts; Servicing Accounts.............................46
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage Loans....................47
Section 3.10 Permitted Withdrawals from the Custodial Account......................47
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................49
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....50
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................52
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................53
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................57
i
<PAGE>
Section 3.16 Servicing and Other Compensation; Compensating Interest...............58
Section 3.17 Reports to the Trustee and the Company................................59
Section 3.18 Annual Statement as to Compliance.....................................59
Section 3.19 Annual Independent Public Accountants' Servicing Report...............60
Section 3.20 Rights of the Company in Respect of the Master Servicer...............60
Section 3.21 Administration of Buydown Funds.......................................60
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................61
Section 4.02 Distributions.........................................................62
Section 4.03 Statements to Certificateholders......................................62
Section 4.04 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.................63
Section 4.05 Allocation of Realized Losses.........................................64
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........64
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................64
Section 4.08 Surety Bond...........................................................65
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates......................................................65
Section 5.02 Registration of Transfer and Exchange of Certificates.................67
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................73
Section 5.04 Persons Deemed Owners.................................................73
Section 5.05 Appointment of Paying Agent...........................................73
Section 5.06 Optional Purchase of Certificates.....................................74
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.........75
Section 6.02 Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by
Master Servicer.................................76
Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others
.....................................................................76
Section 6.04 Company and Master Servicer Not to Resign.............................77
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.....................................................78
Section 7.02 Trustee or Company to Act; Appointment of Successor...................80
ii
<PAGE>
Section 7.03 Notification to Certificateholders....................................80
Section 7.04 Waiver of Events of Default...........................................81
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................81
Section 8.02 Certain Matters Affecting the Trustee.................................83
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................84
Section 8.04 Trustee May Own Certificates..........................................85
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...85
Section 8.06 Eligibility Requirements for Trustee..................................86
Section 8.07 Resignation and Removal of the Trustee................................86
Section 8.08 Successor Trustee.....................................................87
Section 8.09 Merger or Consolidation of Trustee....................................87
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................88
Section 8.11 Appointment of Custodians.............................................89
Section 8.12 Appointment of Office or Agency.......................................89
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans
...............................................89
Section 9.02 Additional Termination Requirements...................................92
Section 9.03 Termination of Multiple REMICs........................................92
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................................93
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......96
Section 10.03 Designation of REMIC(s)...............................................97
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................97
Section 11.02 Recordation of Agreement; Counterparts...............................100
Section 11.03 Limitation on Rights of Certificateholders...........................100
Section 11.04 Governing Law........................................................101
Section 11.05 Notices..............................................................101
Section 11.06 Required Notices to Rating Agency and Subservicer....................101
Section 11.07 Severability of Provisions...........................................102
Section 11.08 Supplemental Provisions for Resecuritization.........................102
</TABLE>
iii
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H-1: Form of Investor Representation Letter
Exhibit H-2: Form of ERISA Representation Letter
Exhibit H-3: Form of ERISA Legend
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement Pursuant
to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
iv
<PAGE>
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of August 1, 1999 (the "Standard Terms", and as incorporated by reference into a
Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: As defined in the Series Supplement.
Accrual Certificates: As defined in the Series Supplement.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
1
<PAGE>
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, among the related Senior Certificates in
proportion to the amounts of Accrued Certificate Interest payable from the
related Loan Group on such Distribution Date absent such reductions, with the
remainder of such reductions allocated among the holders of the Class M
Certificates and Class B Certificates in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date absent such
reductions. In addition to that portion of the reductions described in the
preceding sentence that are allocated to any Class of Class B Certificates or
any Class of Class M Certificates, Accrued Certificate Interest on such Class of
Class B Certificates or such Class of Class M Certificates will be reduced by
the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that
are allocated solely to such Class of Class B Certificates or such Class of
Class M Certificates pursuant to Section 4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
2
<PAGE>
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan
purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent to the related Due
Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form
3
<PAGE>
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to the second
paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a). Such amount shall be determined separately for
each Loan Group. Additionally, with respect to any Mortgage Pool that is
comprised of two or more Loan Groups, if on any Distribution Date Compensating
Interest provided pursuant to this Section 3.16(e) is less than Prepayment
Interest Shortfalls incurred on the Mortgage Loans in the related Prepayment
Period, such Compensating Interest shall be allocated on such Distribution Date
to the Available Distribution Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
4
<PAGE>
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
5
<PAGE>
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02.
Class A-V Certificate: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
Closing Date: As defined in the Series Supplement.
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Code: The Internal Revenue Code of 1986.
Combined Collateral LLC: Combined Collateral LLC, a Delaware limited
liability company.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
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Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago, as
custodian.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the
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second following monthly scheduled due date; and so on. The determination as to
whether a Mortgage Loan falls into these categories is made as of the close of
business on the last business day of each month. For example, a Mortgage Loan
with a payment due on July 1 that remained unpaid as of the close of business on
July 31 would then be considered to be 30 to 59 days delinquent. Delinquency
information as of the Cut-off Date is determined and prepared as of the close of
business on the last business day immediately prior to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series Supplement.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization (other than
certain
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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 The First National Bank
of Chicago, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
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Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
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(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof,
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(ii) does not have any direct financial interest or any material indirect
financial interest in the Company, the Master Servicer or the Trustee or in an
Affiliate thereof, and (iii) is not connected with the Company, the Master
Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
Initial Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
Initial Notional Amount: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
Initial Subordinate Class Percentage: As defined in the Series Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)), to the extent such proceeds are payable to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or
the named insurer in any replacement policy.
Interest Accrual Period: As defined in the Series Supplement.
Interest Only Certificates: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation
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Proceeds or otherwise, which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not previously
recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
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).
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Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
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.
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Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
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
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distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(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
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assigned to such Certificates as of the Closing Date by such Rating Agency,
as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
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.
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Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Only Certificates: A Class of Certificates not entitled to
payments of interest, and more specifically designated as such in the Series
Supplement.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's 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
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Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the Due Date in the Due Period related to the Distribution Date
occurring in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates and
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(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance
of the Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced to Certificateholders up to
the Due Date in the Due Period related to the Distribution Date on
which such Realized Loss will be allocated pursuant to Section 4.05 on
the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and
to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with respect to
related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not
been previously reimbursed,
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
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representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
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REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan over (b) the net proceeds realized by the
Subservicer from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Retail Certificates: A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
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
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or more Loan Groups, any Loan Group, 100%. With respect to any Distribution Date
thereafter and any such Loan Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for such
Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans
to date for such Distribution Date if occurring during the sixth,
seventh, eighth, ninth or tenth year (or any year thereafter) after the
Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Subordinate
Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
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(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall
be 100%, or, if the Mortgage Pool is comprised of two or more Loan
Groups, for any Distribution Date on which the weighted average of the
Senior Percentages for each Loan Group, weighted on the basis of the
Stated Principal Balances of the Mortgage Loans in the related Loan
Group, exceeds the weighted average of the initial Senior Percentages
(calculated on such basis) for each Loan Group, each of the Senior
Accelerated Distribution Percentages for such Distribution Date will
equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
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Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-V Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
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Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Subordinate Percentage: As of any Distribution Date and, with respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%
minus the related Senior Percentage as of such Distribution Date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as
such agreement may be amended from time to time.
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
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covers any Additional Collateral Loans, or such other Surety Bond as may be
identified in the Series Supplement.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of any REMIC formed under the Series Supplement and under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Additional Collateral for any Additional
Collateral Loan or Pledged Assets for any Pledged Asset Loan, but
not including amounts on deposit in the Initial Monthly Payment
Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
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Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
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;
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(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the
public recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of
such assignment certified by the public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee or a
copy of such assignment or assignments of the Mortgage certified
by the public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement certified by the public
recording office in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(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;
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(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within thirty Business Days following the earlier of (i)
the receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to the Trustee or
the Custodian or Custodians that are the duly appointed agent or agents of the
Trustee.
(d) In connection with any Mortgage Loan, if the Company cannot deliver
the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except 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
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Mortgage Loan and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee within 45 days after the Closing Date, as
contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered to the Trustee or the Custodian.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral or Pledged Assets, its right to
receive amounts due or to become due in respect of any Additional Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Loan or Pledged Asset Loan,
Residential Funding shall cause to be filed in the appropriate recording office
a UCC-3 statement giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated REMIC Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of the Mortgage
Loans and any Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant
by the Company to the Trustee of a security interest in all of the Company's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any
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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 (including, without
limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for (as applicable) the Trustee for the
purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company, (3) any transfer of any interest of
Residential Funding or the Company in
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any Mortgage Loan or (4) any transfer of any interest of Residential Funding or
the Company in any Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
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Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Pledged Assets, Additional Collateral
and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust
for the use and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
as supplemented, that have been conveyed to it. Upon delivery of the Mortgage
Files by the Company or the Master Servicer, the Trustee shall acknowledge
receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent of the Trustee)
of the documents referred to in Section 2.01(c) above. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees to review
each Mortgage File delivered to it pursuant to Section 2.01(c) within 45 days
after receipt thereof to ascertain that all documents required to be delivered
pursuant to such Section have been received, and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented,
that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
any material respect, 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.
The Master Servicer shall promptly notify the related Subservicer or Seller of
such omission or defect and request that such Subservicer or Seller correct or
cure such omission or defect within 60 days from the date the Master Servicer
was notified of such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
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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. 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 defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, it is understood and agreed
that the Master Servicer shall use its best efforts to substitute, within 60
days of the Closing Date, Qualified Substitute Mortgage Loans to replace any of
the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations
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of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading; and
(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.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
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Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made in any calendar month
after the Determination Date for such month. Monthly Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
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representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
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
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which it may deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
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. Notwithstanding the foregoing, subject to Section 3.07(a),
the Master Servicer shall not permit any modification with respect to any
Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any
REMIC formed under the Series Supplement to fail to qualify as a REMIC under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
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Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such 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
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related Mortgage Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is directed.
Section 3.03 Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an 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.
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Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee.
(a) If the Master Servicer shall for any reason no longer be the master
servicer (including by reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor servicer for the Trustee shall
be deemed to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing Agreement to
the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not 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
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Mortgage Loan is in default or, in the judgment of the Master Servicer, such
default is reasonably foreseeable; and provided, further, that no such
modification shall reduce the interest rate on a Mortgage Loan below the sum of
the Pool Strip Rate and the sum of the rates at which the Servicing Fee and the
Subservicing Fee with respect to such Mortgage Loan accrues. In connection with
any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not
inconsistent with the terms of the Mortgage Note and local law and practice, may
permit the Mortgage Loan to be reamortized such that the Monthly Payment is
recalculated as an amount that will fully amortize the remaining Stated
Principal Balance thereof by the original Maturity Date based on the original
Mortgage Rate; provided, that such re-amortization shall not be permitted if it
would constitute a reissuance of the Mortgage Loan for federal income tax
purposes, except if such reissuance is described in Treasury Regulation Section
1.860G-2(b)(3).
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of any
REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if
any, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to
be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21;
(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
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(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
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
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be an Eligible Account or, if such account is not an Eligible Account, shall
generally satisfy the requirements of the Program Guide and be otherwise
acceptable to the Master Servicer and each Rating Agency. The Subservicer will
be required thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the Subservicing Account is not an
Eligible Account, the Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The Subservicer shall not be
required to deposit in the Subservicing Account payments or collections in the
nature of prepayment charges or late charges or assumption fees. On or before
the date specified in the Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the Subservicer, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing Account with respect to
each Mortgage Loan serviced by such Subservicer that are required to be remitted
to the Master Servicer. The Subservicer will also be required, pursuant to the
Subservicing Agreement, to advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of principal and interest less its
Subservicing Fees on any Mortgage Loans for which payment was not received by
the Subservicer. This obligation to advance with respect to each Mortgage Loan
will continue up to and including the first of the month following the date on
which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such
advances received by the Master Servicer shall be deposited promptly by it in
the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as 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
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Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular 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;
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(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds and other
property deposited in or credited to the Custodial Account that
it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, and any amounts remitted by Subservicers
as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person,
as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required to be
distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below, any Advance made in
connection with a modification of a Mortgage Loan that is in
default or, in the judgment of the Master Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent
the amount of the Advance has been added to the outstanding
principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in
connection with enforcing any repurchase, substitution or
indemnification obligation of any Seller (other than an Affiliate
of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts 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
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disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11 Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value 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
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hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates having a
rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than 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
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on a replacement cost basis and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is located is
participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(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
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or otherwise avoid enforcement of a due-on-sale clause contained
in any Mortgage Note or Mortgage, the Master Servicer shall not
be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up date under
the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution 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
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related Mortgaged Property (or, with respect to a Cooperative Loan, the related
Cooperative Apartment) without any right of reimbursement or other similar
matters if it has determined, exercising its good faith business judgment in the
same manner as it would if it were the owner of the related Mortgage Loan, that
the security for, and the timely and full collectability of, such Mortgage Loan
would not be adversely affected thereby and that any portion of any REMIC formed
under the Series Supplement would not fail to continue to qualify as a REMIC
under the Code as a result thereof and (subject to Section 10.01(f)) that no tax
on "prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
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
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Proceeds or REO Proceeds). In the event of such a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled
to reimbursement of such amounts pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided further that (i) the Master
Servicer shall not proceed with respect to such Pledged Assets in any manner
that would impair the ability to recover against the related Mortgaged Property,
and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner
that preserves the ability to apply the proceeds of such Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Pledged 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
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Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master
Servicer is not required to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer determines in its
reasonable discretion that one such remedy is more likely to result in a greater
recovery as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or
REO Disposition, following the deposit in the Custodial Account of all Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries referred to in
the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may be, the related Mortgage
Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this Agreement, in the
Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or
REO Property as to either of the following provisions, (i) a Cash Liquidation or
REO Disposition may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or any other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) If the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its 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
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grace period unless the Master Servicer (subject to Section 10.01(f)) obtains
for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the effect that the holding by the Trust Fund of such REO Property
subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any
REMIC formed under the Series Supplement to fail to qualify as a REMIC (for
federal (or any applicable State or local) income tax purposes) at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the
Master Servicer and the Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any 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.
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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. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the
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Mortgage Note or Mortgage or otherwise available at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In
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making such reduction, the Master Servicer (i) will not withdraw from the
Custodial Account any such amount representing all or a portion of the Servicing
Fee to which it is entitled pursuant to Section 3.10(a)(iii); (ii) will not
withdraw from the Custodial Account or Certificate Account any such amount to
which it is entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account any such amount of servicing compensation to
which it is entitled pursuant to Section 3.10(a)(v) or (vi).
Section 3.17 Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18 Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
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Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20 Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21 Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
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(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand not later than the Business Day next preceding
the Distribution Date next following the date of such investment (except that
(i) any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or
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order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized without any right of
reimbursement.
Section 4.02 Distributions.
As provided in Section 4.02 of the Series Supplement.
Section 4.03 Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth information as to each Class of
Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or
more Loan Groups, each Loan Group, to the extent applicable. This statement will
include the information set forth in an exhibit to the Series Supplement. In
addition, the Master Servicer shall provide to any manager of a trust fund
consisting of some or all of the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by the Master Servicer at no
additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
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Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any Distribution Date
shall be allocated to specific Monthly Payments due but delinquent for previous
Due Periods, which allocation shall be made, to the extent practicable, to
Monthly Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
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If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
As provided in Section 4.05 of the Series Supplement.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
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If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
Section 4.08 Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such
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Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates
may not be transferred by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
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(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-V Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate
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Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder thereof or
his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
(except that, if such transfer is made by the Company or the Master Servicer or
any Affiliate thereof, the Company or the Master Servicer shall provide such
Opinion of Counsel at their own expense); provided that such Opinion of Counsel
will not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit H-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e) (i) In the case of any Senior Support, Class M, Class B or Class R
Certificate presented for registration in the name of any Person, either (A) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase or holding of such Senior Support, Class M, Class B
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or Class R Certificate is permissible under applicable law, will not constitute
or result in any non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer or (B) the prospective Transferee shall be
required to provide the Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit H-1 (with
respect to any Class B Certificate), Exhibit H-2 (with respect to any Senior
Support Certificate or Class M Certificate) or paragraph fourteen of Exhibit G-1
(with respect to any Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as the
Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Class M Certificate or Class
B Certificate, the following conditions are satisfied: (i) such Transferee is an
insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied (each entity that satisfies this clause (b), a
"Complying Insurance Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel
or certification will not be required with respect to the
transfer of any Senior Support Certificate or Class M Certificate
to a Depository, or for any subsequent transfer of any interest
in a Senior Support Certificate or Class M Certificate for so
long as such Certificate is a Book-Entry Certificate (each such
Senior Support Certificate or Class M Certificate, a "Book-Entry
Mezzanine Certificate"). Any Transferee of a Book-Entry Mezzanine
Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein)
that either (a) such Transferee is not a Plan Investor or (b)
such Transferee is a Complying Insurance Company.
(iii) (A) If any Senior Support Certificate or Class M
Certificate (or any interest therein) is acquired or held in
violation of the provisions of Section (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor or
(ii) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of such Senior Support Certificate or Class M
Certificate. The Trustee shall be under no liability to any
Person for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner whose
acquisition or holding of any Book-Entry Mezzanine
Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e)
shall indemnify and hold
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harmless the Company, the Trustee, the Master Servicer,
any Subservicer, and the Trust Fund from and against any
and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit G-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit
G-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge
that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a
Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer
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its Ownership Interest in a Class R Certificate and (y)
not to transfer its Ownership Interest unless it provides
a certificate to the Trustee in the form attached hereto
as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate,
if it is, or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such
transfer in the form attached hereto as Exhibit G-2 and all of
such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of
the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United
States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is
disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. The Trustee shall be under no liability to
any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f)
or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R
Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as
the Master Servicer may choose. Such purported Transferee
shall promptly endorse and deliver each Class R
Certificate in accordance with the
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instructions of the Master Servicer. Such purchaser may be
the Master Servicer itself or any Affiliate of the Master
Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Master Servicer or its Affiliates), expenses and taxes
due, if any, will be remitted by the Master Servicer to
such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of
its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of
any Class of the Senior, Class M or Class B Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(B) subject to Section 10.01(f), an Officers'
Certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of
such provisions will not cause any portion of any REMIC
formed under the Series Supplement to cease to qualify as
a REMIC and will not cause (x) any portion of any REMIC
formed under the Series Supplement to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person
to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
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The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06 Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance,
prior to giving effect to distributions to be made on such Distribution Date, is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest
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thereon for the related Interest Accrual Period and any previously unpaid
Accrued Certificate Interest with respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company, as applicable,
pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in accordance with
this Section 5.06, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the Holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
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Section 6.02 Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Senior, Class M or Class B Certificates in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from each Rating
Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03 Limitation on Liability of the Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties
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or representations made herein or any liability which would otherwise be imposed
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04 Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause
to be distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates
of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a
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voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02 Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03 Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
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(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of any portion of any REMIC formed under the Series Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income, prohibited transaction, contribution or
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other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which
may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the Company
or the Master Servicer and which on their face, do not contradict
the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not
less than 25% as to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee)
specified in clauses (i) and (ii) of Section 7.01 or an Event of
Default under clauses (iii), (iv) and (v) of Section 7.01 unless
a Responsible Officer of the Trustee assigned to and working in
the Corporate Trust Office obtains actual knowledge of such
failure or event or the Trustee receives written notice of such
failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend
or risk its own funds (including, without limitation, the making
of any Advance) or otherwise incur any personal financial
liability in the performance of any of its duties as Trustee
hereunder, or in the exercise of any of its rights or powers, if
the Trustee shall have reasonable
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grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has
not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default
which may have occurred, the Trustee shall not be bound to make
any investigation into the facts or matters stated in any
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resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing any
Tax Returns required to be filed on behalf of the Trust Fund. The
Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or
on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause any portion of any REMIC
formed under the Series Supplement to fail to qualify as a REMIC at any time
that any Certificates are outstanding or (ii) cause the Trust Fund to be subject
to any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master
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Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Company or the Master
Servicer.
Section 8.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after
the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement
of any claim by the Trustee entered into without the prior
consent of the Master Servicer which consent shall not be
unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
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Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding
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sentence, the Company shall, on or before the date on which any such appointment
becomes effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09 Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the
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successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee
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or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York at
the address designated in Section 11.05 of the Series Supplement where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee will maintain an office at the address stated in Section 11.05 of the
Series Supplement where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
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(ii) the purchase by the Master Servicer or the Company of
all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to
100% of the unpaid principal balance of each Mortgage Loan or, if
less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been acquired if
such fair market value is less than such unpaid principal balance
(net of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of
the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of
any portion of any REMIC formed under the Series Supplement as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
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(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior Certificates and Class M Certificates, that payment will
be made only upon presentation and surrender of the Certificates
at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause (ii) of
subsection (a) of this Section) over the total amount distributed under the
immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of the Trust Fund),
or the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the
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Company, as applicable, as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 9.01.
Section 9.02 Additional Termination Requirements.
(a) Each REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of each such REMIC to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any such REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for each such REMIC and specify the first day
of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for a REMIC under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior
to the time of making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
Section 9.03 Termination of Multiple REMICs.
If the REMIC Administrator makes two or more separate REMIC elections,
the applicable REMIC shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as one or more REMICs under the Code and, if necessary, under applicable
state law. The assets of each such REMIC will be set forth in the Series
Supplement. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of each REMIC election in respect of
the Trust Fund, Certificates and interests to be designated as the "regular
interests" and the sole class of "residual interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so designated.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest each Class of the Class R Certificates
and shall be designated as "the tax matters person" with respect to each REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of each REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC
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Administrator may from time to time request for the purpose of enabling the
REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status of each REMIC as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to each REMIC created hereunder, endanger such status or,
unless the Master Servicer, the REMIC Administrator or both, as applicable,
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to any REMIC created hereunder
or any related assets thereof, or causing any such REMIC to take any action,
which is not expressly permitted under the terms of this
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Agreement, the Trustee will consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
any such REMIC, and the Trustee shall not take any such action or cause any such
REMIC to take any such action as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that an Adverse REMIC
Event could occur. The Master Servicer or the REMIC Administrator, as
applicable, may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Master
Servicer or the REMIC Administrator. At all times as may be required by the
Code, the Master Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of each REMIC created hereunder as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC created hereunder
unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of such assets in such REMIC
will not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any REMIC created
hereunder will receive a fee or other compensation for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
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(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates) representing a regular interest in the applicable
REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest (other than each Uncertificated Class A-V REMIC Regular
Interest, if any) and the rights to the Interest Only Certificates and
Uncertificated Class A-V REMIC Regular Interest would be reduced to zero is the
Maturity Date for each such Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii)
the termination of any such REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of such REMIC as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause such REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable
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attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the
REMIC Administrator or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.
Section 10.03 Designation of REMIC(s).
As provided in Section 10.03 of the Series Supplement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition
of any such tax and (B) such action will not adversely affect in
any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the
name in which the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect,
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(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates, by virtue of their being
the "residual interests" in a REMIC, provided that (A) such
change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such change shall not (subject to
Section 10.01(f)), as evidenced by an Opinion of Counsel (at the
expense of the party seeking so to modify, eliminate or add such
provisions), cause any REMIC created hereunder or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a
Permitted Transferee,
(vi) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial
Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, or
(vii) to amend any provision herein or therein that is not
material to any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are required to be distributed on any
Certificate without the consent of the Holder of such
Certificate,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent to any
such amendment, in any such case without the consent of the
Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created under
the Series Supplement to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
98
<PAGE>
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Senior
Certificateholders, the Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Company elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company may elect that the text of such
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit K, with such changes as the
Company shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
99
<PAGE>
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of
100
<PAGE>
Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
Section 11.04 Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
As provided in Section 11.05 of the Series Supplement.
Section 11.06 Required Notices to Rating Agency and Subservicer.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(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
101
<PAGE>
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
102
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE
AND [INTEREST ONLY/CLASS A-V] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS SEPTEMBER 29, 1999.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS % AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
<PAGE>
Certificate No. [ %][Adjustable][Variable] Pass-Through
-------- --------
Class A- Senior Rate [based on a Notional Amount]
----
Date of Pooling and Servicing [Percentage Interest: %]
------
Agreement and Cut-off Date: Aggregate Initial [Certificate Principal
September 1, 1999 Balance] [[Interest Only/Class A-V] Notional
First Distribution Date: Amount] [Subclass Notional Amount] of the
October 25, 1999 Class A- Certificates:
----
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Interest Only/Class A-V] [Subclass]
Corporation Notional Amount] of this Certificate:
Assumed Final $ ]
--------------------------
Distribution Date: CUSIP _______-
----------
September 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-S20
evidencing a percentage interest in the distributions allocable
to the Class A- Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate [(obtained by dividing the [Initial
Certificate Principal Balance] [Initial [Interest Only/Class A-V] Notional
Amount] of this Certificate by the aggregate [Initial Certificate Principal
Balance of all Class A- Certificates] [Initial [Interest Only/Class A-V]
Notional Amounts of all [Interest Only/Class A-V] Certificates], both as
specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the
<PAGE>
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Series Supplement, dated as
specified above, to the Standard Terms of Pooling and Servicing Agreement dated
as of August 1, 1999 (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and Bank One, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-
Certificates on such Distribution Date. [The [Interest Only/Class A-V] Notional
Amount of the [Interest Only/Class A-V] Certificates as of any date of
determination is equal to the aggregate Stated Principal Balance of the Mortgage
Loans corresponding to the Uncertificated REMIC Regular Interests represented by
such [Interest Only/Class A-V] Certificates.] [The Subclass Notional Amount of
the [Interest Only/Class A-V]- Certificates as of any date of determination is
equal to the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
[Interest Only/Class A-V]- Certificates immediately prior to such date.] [The
[Interest Only/Class A-V][- ] Certificates have no Certificate Principal
Balance.]
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The [Initial Certificate Principal Balance] [Initial [Interest Only/Class
A-V] Notional Amount] [initial Subclass Notional Amount] of this Certificate is
set forth above.] [The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized Losses
allocable hereto.]
<PAGE>
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
<PAGE>
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: September 29, 1999 BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A- Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By: _________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________ ___________________ account number
________________, or, if mailed by check, to ________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________, the assignee named above,
or ___________________, as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS SEPTEMBER 29, 1999.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [____]% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000]
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974,
<PAGE>
AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER
THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM
DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING
AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN
ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS
AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND
(III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE
COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE
DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH
TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR
HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE
LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II)
IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER
THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE.
THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY
PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING
<PAGE>
OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY
SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
------ ------
Class M- Subordinate Aggregate Certificate
---
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class M Certificates:
September 1, 1999 $
------------------------------
First Distribution Date: Initial Certificate Principal
October 25, 1999 Balance of this Certificate:
Master Servicer: $
------------------------------
Residential Funding Corporation CUSIP: _______-
----------
Assumed Final Distribution Date:
September 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S20
evidencing a percentage interest in any distributions allocable to the
Class M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Certificate
Principal Balance of this Certificate by the aggregate Certificate Principal
Balance of all Class M- Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Series Supplement, dated as specified above, to the Standard Terms of Pooling
and Servicing Agreement dated as of August 1, 1999 (together, the "Pooling and
Servicing Agreement" or the "Agreement") among the Company, the Master Servicer
<PAGE>
and Bank One, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Class M Certificate will
be made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
<PAGE>
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any
<PAGE>
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: September 29, 1999 BANK ONE, NATIONAL
ASSOCIATION,
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL
ASSOCIATION,
as Certificate Registrar
By: _________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
----------------------------
Signature by or on behalf of assignor
----------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________ ___________________ account number
________________, or, if mailed by check, to ________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________, the assignee named above,
or ___________________, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ]
OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
---- ------
Class B- Subordinate Aggregate Certificate
----
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class B-
----
September 1, 1999 Certificates as of
First Distribution Date: the Cut-off Date:
October 25, 1999 $
------------------------------
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
Assumed Final Distribution Date: $
------------------------------
September 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S20
evidencing a percentage interest in any distributions allocable
to the Class B- Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _______________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class B- Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Series Supplement, dated as specified
above, to the Standard Terms of Pooling and Servicing Agreement dated as of
August 1, 1999 (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and Bank One, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used
<PAGE>
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed
<PAGE>
by the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: September 29, 1999 BANK ONE, NATIONAL
ASSOCIATION,
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B- Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL
ASSOCIATION,
as Certificate Registrar
By: _________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
-----------------------------
Signature by or on behalf of assignor
-----------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________ ___________________ account number
________________, or, if mailed by check, to ________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________, the assignee named above,
or ___________________, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"),
<PAGE>
OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
------ ------
Class R Senior Aggregate Initial Certificate
Date of Pooling and Servicing Principal Balance of the
Agreement and Cut-off Date: Class R Certificates:
September 1, 1999 $100.00
First Distribution Date: Initial Certificate Principal
October 25, 1999 Balance of this Certificate:
Master Servicer: $
------------------------------
Residential Funding Corporation Percentage Interest:
Assumed Final Distribution Date: %
--------------
September 25, 2014 CUSIP _______-
----------
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S20
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Series Supplement, dated as specified
above, to the Standard Terms of Pooling and Servicing Agreement dated as of
August 1, 1999 (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and Bank One, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject
<PAGE>
to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R Certificate will not constitute or
result in a non-exempt prohibited transaction under
<PAGE>
Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, stating that the transferee
is not an employee benefit or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
<PAGE>
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: September 29, 1999 BANK ONE, NATIONAL
ASSOCIATION,
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL
ASSOCIATION,
as Certificate Registrar
By: _________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________ ___________________ account number
________________, or, if mailed by check, to ________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________, the assignee named above,
or ___________________, as its agent.
<PAGE>
EXHIBIT E
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this day of , 19
, by and between Residential Funding Corporation, its successors and assigns
("Residential Funding") and
(the "Seller/Servicer," and, together with Residential Funding, the
"parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
<PAGE>
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in
good standing under the laws of its jurisdiction of
organization, is qualified, if necessary, to do business
and in good standing in each jurisdiction in which it is
required to be so qualified, and has the requisite power
and authority to enter into this Contract and all other
agreements which are contemplated by this Contract and to
carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either
party, that could affect the validity or prospective
validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under
this Contract is concerned, neither party is in violation
of any charter, articles of incorporation, bylaws,
mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and
none of the foregoing adversely affects its capacity to
fulfill any of its obligations under this Contract. Its
execution of, and performance pursuant to, this Contract
will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made
by the Seller/Servicer pursuant to subparagraph (a) of this
paragraph 3, the Seller/Servicer makes the representations,
warranties and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the certified
Resolution of Board of Directors which authorizes the execution
and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
<PAGE>
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: ( ) -
------ ------ --------
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in
<PAGE>
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal] ______________________________________
(Name of Seller/Servicer)
By: _________________________ By:___________________________________
(Signature) (Signature)
By:_________________________ By:___________________________________
(Typed Name) (Typed Name)
Title: _______________________ Title:_________________________________
ATTEST: RESIDENTIAL FUNDING CORPORATION
[Corporate Seal]
By:_________________________ By:___________________________________
(Signature) (Signature)
By:_________________________ By:___________________________________
(Typed Name) (Typed Name)
Title:________________________ Title:_________________________________
<PAGE>
EXHIBIT F
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust [ ]
Title Insurance Policy [ ] Other:
Name:
Title:
Date:
<PAGE>
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1999-S20,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ] [the United States], on behalf of
which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R Certificates, and (iii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual
<PAGE>
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if either the pass-through entity is an electing
large partnership under Section 775 of the if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except in the
case of a partnership, to the extent provided in Treasury regulations), or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
7. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is .
10. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
11. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
<PAGE>
12. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
13. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
14. (a) The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan; or
(b) The Purchaser will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless either such Plan or person meets the requirements set forth in
either (a) or (b) above.
Capitalized terms used but not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this day of , 199 .
[NAME OF OWNER]
By:__________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
- -----------------------------------
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ________ day of _____________, 199__.
-----------------------------------
NOTARY PUBLIC
COUNTY OF _______________________
STATE OF _________________________
My Commission expires the
______ day of _______,19__.
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1999-S20
Re: Mortgage Pass-Through Certificates,
Series 1999-S20, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by (the
"Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1999-S20, Class R (the
"Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of
September 1, 1999, to the Standard Terms of Pooling and Servicing Agreement
dated as of August 1, 1999 (together, the "Pooling and Servicing Agreement")
among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer, and Bank One,
National Association, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
15. No purpose of the Seller relating to the transfer of the Certificate
by the Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.
16. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does
not know or believe that any representation contained therein is false.
17. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
18. The Seller has no actual knowledge that the proposed Transferee is
not both a United States Person and a Permitted Transferee.
Very truly yours,
-----------------------------------
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S20
RE: Mortgage Pass-Through Certificates,
Series 1999-S20, [Class B-]
Ladies and Gentlemen:
_______________(the "Purchaser") intends to purchase from
__________________ (the "Seller") $___________ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series 1999-S20, Class (the
"Certificates"), issued pursuant to the Series Supplement, dated as of September
1, 1999, to the Standard Terms of Pooling and Servicing Agreement dated as of
August 1, 1999 (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
Bank One, National Association, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have not
been and will not be registered or qualified under the Securities Act of
1933, as amended (the "Act") or any state securities law, (b) the
Company is not required to so register or qualify the Certificates, (c)
the Certificates may be resold only if registered and qualified pursuant
to the provisions
<PAGE>
of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ______________, 19___, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Company or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company did
not participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not to the
Company with respect to any damage, liability, claim or expense
arising out of, resulting from or in connection with (a) error or
omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate
or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or
in any other manner or (e) take any other action, that (as
<PAGE>
to any of (a) through (e) above) would constitute a distribution
of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the
Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Purchaser
will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA), or Section 4975 of the
Internal Revenue Code of 1986, as amended ("Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3- 101;
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer
with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either 6(a), (b) or (c)
above.
Very truly yours,
By:________________________________
Name: _____________________________
Title:______________________________
<PAGE>
EXHIBIT H-2
FORM OF ERISA REPRESENTATION LETTER
, 199
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1999-S20
Re: Mortgage Pass-Through Certificates, Series 1999-S20,
Class M-
Ladies and Gentlemen:
______________(the "Purchaser") intends to purchase from
___________________ (the "Seller") $_________________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S20, Class
M- (the "Certificates"), issued pursuant to the Series Supplement, dated as of
September 1, 1999, to the Standards Term of Pooling and Servicing Agreement
dated as of August 1, 1999 (together, the "Pooling and Servicing Agreement")
among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and Bank One, National Association, as (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with the Company, the Trustee and the Master Servicer
that either:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (a
"Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of
<PAGE>
or purchasing any Certificate with "plan assets" of any Plan
within the meaning of the Department of Labor ("DOL") regulation
at 29 C.F.R. ss.2510.3-101;
(b) The Purchaser is an insurance company, the
source of funds to be used by it to purchase the
Certificates is an "insurance company general account" as
the terms if defined in DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60, and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied; or
(c) The Purchaser has provided the Trustee, the Company
and the Master Servicer with an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the purchase
of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company, the Trustee and
the Master Servicer that the Purchaser will not transfer such
Certificates to any Plan or person unless such Plan or person
meets the requirements set forth in either (a), (b) or (c) above.
Very truly yours,
By:________________________________
Name:_____________________________
Title:______________________________
<PAGE>
EXHIBIT H-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry Class M Certificate (or any
interest therein) shall be deemed to have represented, by virtue of its
acquisition or holding of such Certificate (or interest therein), that either:
(a) it is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (a "Plan"), or any other
person (including an investment manager, a named fiduciary or a trustee
of any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan; or
(b) (i)the transferee is an insurance company, (ii) the source of
funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.
Any purported beneficial owner of a book-entry Class M Certificate (or
interest therein) to whom either (a) or (b) above does not apply shall indemnify
and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of its
acquisition or holding of such Certificate.
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1999-S20
Re: Mortgage Pass-Through Certificates,
Series 1999-S20, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1999- S20, Class (the "Certificates"), issued pursuant to
the Series Supplement, dated as of September 1, 1999, to the Standard Terms of
Pooling and Servicing Agreement dated as of August 1, 1999 (together, the
"Pooling and Servicing Agreement") among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and Bank One, National Association, as trustee (the "Trustee"). The
Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner
<PAGE>
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
--------------------------------
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Series Supplement, dated
as of September 1, 1999, to the Standard Terms of Pooling and Servicing
Agreement dated as of August 1, 1999 (the "Agreement") among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc.
as depositor pursuant to Section 5.02 of the Agreement and Bank One, National
Association, as trustee, as follows:
(a) The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable
of evaluating the merits and risks of investment in the Rule 144A
Securities.
(c) The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
<PAGE>
(d) Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the 1933 Act or that would render the disposition of the
Rule 144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has
it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to
it is being made in reliance on Rule 144A. The Buyer is acquiring
the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified institutional
buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101;
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer
with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase of Certificates is permissible
<PAGE>
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in
the Pooling and Servicing Agreement. ]
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By:________________________________ By:__________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. ________________________________ No:__________________________
Date: ______________________________ Date:________________________
<PAGE>
ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER
SEC RULE 144A [For Buyers Other Than Registered Investment
Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit
<PAGE>
of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
<PAGE>
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
The Buyer owned $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $ in securities (other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
10. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
11. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
12. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
<PAGE>
13. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISOR:
Print Name of Buyer
Date:
<PAGE>
EXHIBIT K
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution Date or the related Determination Date, the
Master Servicer shall determine whether it or any Sub-Servicer will be entitled
to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for
Advances or Sub-Servicer Advances previously made, (which will not be Advances
or Sub-Servicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section
4.02(a), to the extent such Advances or Sub-Servicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
<PAGE>
Available") shall be equal to the lesser of (X)______________ MINUS the sum of
(i) all previous payments made under subsections (a) and (b) hereof and (ii) all
draws under the Limited Guaranty made in lieu of such payments as described
below in subsection (d) and (Y) the then outstanding Certificate Principal
Balances of the Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as described in
this Section are referred to herein as the "Subordinate Certificate Loss
Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates
<PAGE>
at the request of the Company that such substitution shall not lower the rating
on the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation
pursuant to this Section shall be accompanied by a written Opinion of Counsel to
the substitute guarantor or obligor, addressed to the Master Servicer and the
Trustee, that such substitute instrument constitutes a legal, valid and binding
obligation of the substitute guarantor or obligor, enforceable in accordance
with its terms, and concerning such other matters as the Master Servicer and the
Trustee shall reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the Limited Guaranty
or Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
<PAGE>
EXHIBIT L
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1999-S20
, 199
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1999-S20
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Series Supplement, dated as
of September 1, 1999, to the Standard Terms of Pooling and Servicing Agreement
dated as of August 1, 1999 (together, the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and Bank One, National Association (the "Trustee") as amended by
Amendment No. thereto, dated as of , with respect to the Mortgage Pass-Through
Certificates, Series 1999-S20 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect
to the ability of Residential Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained
and certain other good and valuable consideration, the receipt of which is
hereby acknowledged, GMAC agrees as follows:
14. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential
<PAGE>
Funding to perform its Subordinate Certificate Loss Obligation when and as the
same arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
15. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
16. Modification, Amendment and Termination. This Limited Guaranty may
be modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
17. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
18. Governing Law. This Limited Guaranty shall be governed by the laws
of the State of New York.
19. Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
20. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
<PAGE>
21. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1999-S20
Re: Mortgage Pass-Through Certificates, Series 1999-S20 Assignment
of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by Bank
One, National Association (the "Trustee") to _______________________ (the
"Lender") of __________________ (the "Mortgage Loan") pursuant to Section
3.13(d) of the Series Supplement, dated as of September 1, 1999, to the Standard
Terms of Pooling and Servicing Agreement dated as of August 1, 1999 (together,
the "Pooling and Servicing Agreement") among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and the Trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Lender hereby certifies, represents and warrants to, and
covenants with, the Master Servicer and the Trustee that:
the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
the substance of the assignment is, and is intended to be, a refinancing
of such Mortgage Loan and the form of the transaction is solely to comply with,
or facilitate the transaction under, such local laws;
the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to
<PAGE>
such proposed assignment; and such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT N
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Re: Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates,
Series 1999-S20
Residential Funding Corporation, as the Holder of a % Percentage
Interest of the [Interest Only/Class A-V][-1] Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
[Interest Only/Class A-V]- Certificates, corresponding to the
following Uncertificated REMIC Regular Interests: [List numbers corresponding to
the related loans and Pool Strip Rates from the Mortgage Loan Schedule]. The
initial Subclass Notional Amount and the Initial Pass-Through Rate on the
[Interest Only/Class A-V]- Certificates will be $ and %, respectively.
[Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC Regular Interests represented by the [Interest
Only/Class A-V][-1] Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the
meanings set forth in the Series Supplement, dated as of September 1, 1999, to
the Standard Terms of Pooling and Servicing Agreement dated as of August 1,
1999, among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and Bank One, National Association, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
<PAGE>
-1-
<PAGE>
EXHIBIT FIVE
CERTIFICATE POLICY OF MBIA INSURANCE CORPORATION
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: $10,000,000 7.25% POLICY NUMBER: 30590
RFMSI Series 1999-S21 Trust
Mortgage Pass-Through Certificates, Series 1999-S21
Class A-3 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Insured
Payment will be received from the Insurer by Bank One, National Association, or
its successors, as trustee for the Owners (the "Trustee"), on behalf of the
Owners, for distribution by the Trustee to each Owner of each Owner's
proportionate share of the Insured Payment. The Insurer's obligations hereunder
with respect to a particular Insured Payment shall be discharged to the extent
funds equal to the applicable Insured Payment are received by the Trustee,
whether or not such funds are properly applied by the Trustee. Insured Payments
shall be made only at the time set forth in this Policy, and no accelerated
Insured Payments shall be made regardless of any acceleration of the
Obligations, unless such acceleration is at the sole option of the Insurer. This
Policy does not provide credit enhancement for any Class of Certificates other
than the Class A-3 Certificates.
Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust Fund, any REMIC
or the Trustee for withholding taxes, if any (including interest and penalties
in respect of any such liability).
The Insurer will pay any Insured Payment that is a Preference Amount on
the Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (a) a certified copy of the order requiring the return of a
preference payment, (b) an opinion of counsel satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer, irrevocably assigning to the Insurer all
rights and claims of the Owner relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise with respect
to such preference payment and (d) appropriate instruments to effect the
appointment of the Insurer as agent for such Owner in any legal proceeding
related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.
-1-
<PAGE>
The Insurer will pay any other amount payable hereunder no later than
12:00 noon, New York City time, on the later of the Distribution Date on which
the related Deficiency Amount is due or the second Business Day following
receipt in New York, New York on a Business Day by State Street Bank and Trust
Company, N.A., as Fiscal Agent for the Insurer, or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent"), of a Notice (as described below),
provided that if such Notice is received after 12:00 noon, New York City time,
on such Business Day, it will be deemed to be received on the following Business
Day. If any such Notice received by the Fiscal Agent is not in proper form or is
otherwise insufficient for the purpose of making claim hereunder, it shall be
deemed not to have been received by the Fiscal Agent for purposes of this
paragraph, and the Insurer or the Fiscal Agent, as the case may be, shall
promptly so advise the Trustee and the Trustee may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.
The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.
Subject to the terms of the Agreement, the Insurer will be subrogated to
the rights of each Owner to receive payment under Obligations to the extent of
any payment by the Insurer under this Policy.
As used herein, the following terms shall have the following meanings:
"Agreement" means the Series Supplement dated as of October 1, 1999
among Residential Funding Mortgage Securities I, Inc., as Company, Residential
Funding Corporation, as Master Servicer, and the Trustee, as trustee, together
with the Standard Terms of Pooling and Servicing Agreement dated as of August 1,
1999 without regard to any amendment or supplement thereto, unless such
amendment or supplement has been approved in writing by the Insurer.
"Business Day" means any day other than (a) a Saturday or a Sunday (b) a
day on which the Insurer is closed or (c) a day on which banking institutions in
New York City or in the city in which the corporate trust office of the Trustee
under the Agreement is located are authorized or obligated by law or executive
order to close.
"Deficiency Amount" means, with respect to the Class A-3 Certificates as
of any Distribution Date, (i) any interest shortfall (except for any Prepayment
Interest Shortfalls to the extent offset by the Master Servicer or otherwise
covered by the Reserve Fund) allocated to the Class A-3 Certificates, (ii) the
principal portion of any Realized Losses allocated to the Class A-3 Certificates
and (iii) the Certificate Principal Balance of the Class A-3 Certificates to the
extent unpaid on the Maturity Date.
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"Insured Payment" means (a) as of any Distribution Date, any
Deficiency Amount and (b) any Preference Amount.
"Notice" means the telephonic or telegraphic notice, promptly confirmed
in writing by facsimile substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Trustee specifying the Insured Payment which shall be due and owing on
the applicable Distribution Date.
"Owner" means each Holder (as defined in the Agreement) who, on the
applicable Distribution Date, is entitled under the terms of the applicable
Class A-3 Certificateholder to payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner
on the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time in accordance with a final
nonappealable order of a court having competent jurisdiction.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of
execution of this Policy, without giving effect to any subsequent amendment to
or modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.
Any notice hereunder or service pf process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Insurer shall specify in writing to the Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
THIS POLICY IS BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE
CONSTRUED UNDER, THE LAWS OF THE SATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason, including payment, or provision being made for
payment, prior to maturity of the Obligations.
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IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
and attested this 28th day of October, 1999.
MBIA INSURANCE CORPORATION
President
Assistant Secretary
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EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE
POLICY NUMBER 30590
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER 30590
State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: - Municipal Registrar and Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as
trustee (the "Trustee"), hereby certifies to State Street Bank and Trust
Company, N.A. (the "Fiscal Agent") and MBIA Insurance Corporation (the
"Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
30590 (the "Policy") issued by the Insurer in respect of the $10,000,000 7.25%
RFMSI Series 1999-S21 Trust Mortgage Pass-Through Certificates, Series 1999-S21
Class A-3 Certificates (the "Obligations"), that:
(a) the Trustee is the trustee under the Series Supplement dated
as of October 1, 1999 among Residential Funding Mortgage Securities I,
Inc., as Company, Residential Funding Corporation, as Master Servicer,
and the Trustee, as trustee for the owners, together with the Standard
Terms of Pooling and Servicing Agreement dated as of August 1, 1999;
(b) the amount due under clause (i) of the definition of
Deficiency Amount for the Distribution Date occurring on [__________]
the "Applicable Distribution Date") is
$[----------];
(c) the amount due under clause (ii) of the definition of
Deficiency Amount for the Applicable Distribution Date is $[__________];
(d) the amount due under clause (iii) of the definition of
Deficiency Amount for the Applicable Distribution Date is $[__________];
(e) the sum of the amounts listed in paragraphs (b), (c) and (d)
above is $[__________] (the "Deficiency Amount");
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(f) the amount of previously distributed payments on the
Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
accordance with a final nonappealable order of a court having competent
jurisdiction is $[__________] (the "Preference Amount");
(g) the total Insured Payment due is $[__________], which amount
equals the sum of the Deficiency Amount and the Preference Amount;
(h) the Trustee is making a claim under and pursuant to the terms
of the Policy for the dollar amount of the Insured Payment set forth in
(e) above to be applied to the payment of the Deficiency Amount for the
Applicable Distribution Date in accordance with the Agreement and for
the dollar amount of the Insured Payment set forth in (f) above to be
applied to the payment of any Preference Amount; and
(i) the Trustee directs that payment of the Insured Payment be
made to the following account by bank wire transfer of federal or other
immediately available funds in accordance with the terms of the Policy:
[TRUSTEE'S ACCOUNT NUMBER].
Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
Other Person Files An Application For Insurance Or Statement Of Claim Containing
Any Materially False Information, Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such
Violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the [_____] day of [__________], [____].
[NAME OF TRUSTEE], as Trustee
By
Title
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