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) May 27, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of May 1, 1999, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1999-S13)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or Other Jurisdiction (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 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of May 1, 1999,
among Residential Funding Mortgage Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and Bankers Trust Company, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: May 27, 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:May 27, 1999
<PAGE>
EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S13
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C>
Section 1.01. Definitions.........................................................................................................3
Accretion Termination Date.........................................................................................................3
Accrual Companion Certificates.....................................................................................................3
Accrual Distribution Amount........................................................................................................3
Accrued Certificate Interest.......................................................................................................3
Adjusted Mortgage Rate.............................................................................................................4
Advance ....................................................................................................................4
Affiliate ....................................................................................................................4
Agreement ....................................................................................................................4
Amount Held for Future Distribution................................................................................................4
Appraised Value....................................................................................................................5
Assignment ....................................................................................................................5
Assignment Agreement...............................................................................................................5
Available Distribution Amount......................................................................................................5
Bankruptcy Amount..................................................................................................................5
Bankruptcy Code....................................................................................................................6
Bankruptcy Loss....................................................................................................................6
Book-Entry Certificate.............................................................................................................6
Business Day ....................................................................................................................6
Buydown Funds ....................................................................................................................7
Buydown Mortgage Loan..............................................................................................................7
Cash Liquidation...................................................................................................................7
Certificate ....................................................................................................................7
Certificate Account................................................................................................................7
Certificate Account Deposit Date...................................................................................................7
Certificateholder or Holder........................................................................................................7
Certificate Owner..................................................................................................................7
Certificate Principal Balance......................................................................................................8
Certificate Register and Certificate Registrar.....................................................................................9
Class ....................................................................................................................9
Class A Certificate................................................................................................................9
Class A-11 Accretion Termination Date..............................................................................................9
Class A-11 Accrual Distribution Amount.............................................................................................9
Class A-12 Accretion Termination Date..............................................................................................9
Class A-12 Accrual Distribution Amount.............................................................................................9
Class A-P Collection Shortfall.....................................................................................................9
Class A-P Principal Distribution Amount............................................................................................9
Class B Certificate................................................................................................................9
Class B Percentage................................................................................................................10
i
<PAGE>
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Class B-1 Percentage..............................................................................................................10
Class B-1 Prepayment Distribution Trigger.........................................................................................10
Class B-2 Percentage..............................................................................................................10
Class B-2 Prepayment Distribution Trigger.........................................................................................10
Class B-3 Percentage..............................................................................................................10
Class B-3 Prepayment Distribution Trigger.........................................................................................10
Class M Certificate...............................................................................................................10
Class M Percentage................................................................................................................11
Class M-1 Percentage..............................................................................................................11
Class M-2 Percentage..............................................................................................................11
Class M-2 Prepayment Distribution Trigger.........................................................................................11
Class M-3 Percentage..............................................................................................................11
Class M-3 Prepayment Distribution Trigger.........................................................................................11
Class R Certificate...............................................................................................................11
Class R-I Certificate.............................................................................................................11
Class R-II Certificate............................................................................................................12
Closing Date ...................................................................................................................12
Code ...................................................................................................................12
Compensating Interest.............................................................................................................12
Corporate Trust Office............................................................................................................12
Corresponding Certificated Interests..............................................................................................12
Credit Support Depletion Date.....................................................................................................12
Curtailment ...................................................................................................................12
Custodial Account.................................................................................................................12
Custodial Agreement...............................................................................................................13
Custodian ...................................................................................................................13
Cut-off Date ...................................................................................................................13
Cut-off Date Principal Balance....................................................................................................13
Debt Service Reduction............................................................................................................13
Defaulted Mortgage Loss...........................................................................................................13
Deficient Valuation...............................................................................................................13
Definitive Certificate............................................................................................................13
Deleted Mortgage Loan.............................................................................................................13
Delinquent ...................................................................................................................13
Depository ...................................................................................................................14
Depository Participant............................................................................................................14
Destroyed Mortgage Note...........................................................................................................14
Determination Date................................................................................................................14
Discount Fraction.................................................................................................................14
Discount Mortgage Loan............................................................................................................14
Disqualified Organization.........................................................................................................14
Distribution Date.................................................................................................................15
Due Date ...................................................................................................................15
Due Period ...................................................................................................................15
2
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Page
Eligible Account..................................................................................................................15
Eligible Funds ...................................................................................................................15
ERISA ...................................................................................................................16
Event of Default..................................................................................................................16
Excess Bankruptcy Loss............................................................................................................16
Excess Fraud Loss.................................................................................................................16
Excess Special Hazard Loss........................................................................................................16
Excess Subordinate Principal Amount...............................................................................................16
Extraordinary Events..............................................................................................................16
Extraordinary Losses..............................................................................................................17
FDIC ...................................................................................................................17
FHLMC ...................................................................................................................17
Final Distribution Date...........................................................................................................17
Fitch ...................................................................................................................17
FNMA ...................................................................................................................17
Foreclosure Profits...............................................................................................................17
Fraud Loss Amount.................................................................................................................18
Fraud Losses ...................................................................................................................18
Independent ...................................................................................................................18
Indirect Depository Participant...................................................................................................18
Initial Certificate Principal Balance.............................................................................................18
Initial Monthly Payment Fund......................................................................................................18
Initial Notional Amount...........................................................................................................18
Insurance Proceeds................................................................................................................19
Insurer ...................................................................................................................19
Interest Accrual Period...........................................................................................................19
Junior Certificateholder..........................................................................................................19
Junior Class of Certificates......................................................................................................19
Late Collections..................................................................................................................19
LIBOR ...................................................................................................................19
LIBOR Business Day................................................................................................................19
Liquidation Proceeds..............................................................................................................19
Loan-to-Value Ratio...............................................................................................................20
Maturity Date ...................................................................................................................20
Modified Mortgage Loan............................................................................................................20
Modified Net Mortgage Rate........................................................................................................20
Monthly Payment...................................................................................................................20
Moody's ...................................................................................................................20
Mortgage ...................................................................................................................20
Mortgage File ...................................................................................................................20
Mortgage Loan Schedule............................................................................................................20
Mortgage Loans ...................................................................................................................21
Mortgage Note ...................................................................................................................21
Mortgage Rate ...................................................................................................................21
3
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Mortgaged Property................................................................................................................21
Mortgagor ...................................................................................................................21
Net Mortgage Rate.................................................................................................................22
Non-Discount Mortgage Loan........................................................................................................22
Non-Primary Residence Loans.......................................................................................................22
Non-United States Person..........................................................................................................22
Nonrecoverable Advance............................................................................................................22
Nonsubserviced Mortgage Loan......................................................................................................22
Notional Amount...................................................................................................................22
Officers' Certificate.............................................................................................................22
Opinion of Counsel................................................................................................................22
Original Senior Percentage........................................................................................................22
Outstanding Mortgage Loan.........................................................................................................23
Ownership Interest................................................................................................................23
PAC Certificate...................................................................................................................23
Pass-Through Rate.................................................................................................................23
Paying Agent ...................................................................................................................23
Percentage Interest...............................................................................................................24
Permitted Investments.............................................................................................................24
Permitted Transferee..............................................................................................................25
Person ...................................................................................................................25
Planned Principal Balance.........................................................................................................25
Pool Stated Principal Balance.....................................................................................................25
Pool Strip Rate...................................................................................................................25
Prepayment Assumption.............................................................................................................25
Prepayment Distribution Percentage................................................................................................26
Prepayment Distribution Trigger...................................................................................................27
Prepayment Interest Shortfall.....................................................................................................27
Prepayment Period.................................................................................................................27
Primary Insurance Policy..........................................................................................................27
Principal Prepayment..............................................................................................................27
Principal Prepayment in Full......................................................................................................27
Program Guide ...................................................................................................................27
Purchase Price ...................................................................................................................28
Qualified Substitute Mortgage Loan................................................................................................28
Rate Adjustment Date..............................................................................................................28
Rating Agency ...................................................................................................................29
Realized Loss ...................................................................................................................29
Record Date ...................................................................................................................29
Reference Bank Rate...............................................................................................................29
REMIC ...................................................................................................................30
REMIC Administrator...............................................................................................................30
REMIC I ...................................................................................................................30
REMIC I Certificates..............................................................................................................30
4
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Page
REMIC II ...................................................................................................................30
REMIC II Certificates.............................................................................................................31
REMIC Provisions..................................................................................................................31
REO Acquisition...................................................................................................................31
REO Disposition...................................................................................................................31
REO Imputed Interest..............................................................................................................31
REO Proceeds ...................................................................................................................31
REO Property ...................................................................................................................31
Request for Release...............................................................................................................31
Required Insurance Policy.........................................................................................................31
Residential Funding...............................................................................................................32
Responsible Officer...............................................................................................................32
Schedule of Discount Fractions....................................................................................................32
Seller ...................................................................................................................32
Seller's Agreement................................................................................................................32
Senior Accelerated Distribution Percentage........................................................................................32
Senior Certificates...............................................................................................................33
Senior Interest Distribution Amount...............................................................................................33
Senior Percentage.................................................................................................................33
Senior Principal Distribution Amount..............................................................................................33
Servicing Accounts................................................................................................................34
Servicing Advances................................................................................................................34
Servicing Fee ...................................................................................................................34
Servicing Modification............................................................................................................34
Servicing Officer.................................................................................................................34
Special Hazard Amount.............................................................................................................34
Special Hazard Loss...............................................................................................................35
Standard & Poor's.................................................................................................................35
Stated Principal Balance..........................................................................................................35
Subclass ...................................................................................................................35
Subclass Notional Amount..........................................................................................................35
Subordinate Percentage............................................................................................................36
Subordinate Principal Distribution Amount.........................................................................................36
Subserviced Mortgage Loan.........................................................................................................36
Subservicer ...................................................................................................................36
Subservicer Advance...............................................................................................................36
Subservicing Account..............................................................................................................36
Subservicing Agreement............................................................................................................36
Subservicing Fee..................................................................................................................37
TAC Certificates..................................................................................................................37
Targeted Principal Balance........................................................................................................37
Tax Returns ...................................................................................................................37
Transfer ...................................................................................................................37
Transferee ...................................................................................................................37
5
<PAGE>
Page
Transferor ...................................................................................................................37
Trust Fund ...................................................................................................................37
Uncertificated Accrued Interest...................................................................................................37
Uncertificated Notional Amount....................................................................................................38
Uncertificated Pass-Through Rate..................................................................................................38
Uncertificated Principal Balance..................................................................................................38
Uncertificated REMIC I Regular Interest V.........................................................................................38
Uncertificated REMIC I Regular Interest W.........................................................................................39
Uncertificated REMIC I Regular Interest X.........................................................................................39
Uncertificated REMIC I Regular Interest Y.........................................................................................39
Uncertificated REMIC I Regular Interests Z........................................................................................39
Uncertificated REMIC I Regular Interest Z Pool Strip Rates........................................................................39
Uncertificated REMIC I Regular Interests..........................................................................................39
Uncertificated REMIC I Regular Interest W Distribution Amount.....................................................................39
Uncertificated REMIC I Regular Interest X Distribution Amount.....................................................................40
Uncertificated REMIC I Regular Interest Y Distribution Amount.....................................................................40
Uncertificated REMIC I Regular Interests Z Distribution Amounts...................................................................40
Uncertificated REMIC I Regular Interest Distribution Amounts......................................................................40
Uncertificated REMIC II Regular Interests.........................................................................................40
Uniform Single Attestation Program for Mortgage Bankers...........................................................................40
Uninsured Cause...................................................................................................................40
United States Person..............................................................................................................40
Voting Rights ...................................................................................................................41
Section 1.02Determination of LIBOR................................................................................................41
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01Conveyance of Mortgage Loans.........................................................................................42
Section 2.02Acceptance by Trustee................................................................................................45
Section 2.03Representations, Warranties and Covenants of the Master Servicer
and the Company......................................................................................................46
Section 2.04Representations and Warranties of Sellers............................................................................50
Section 2.05Execution and Authentication of Certificates Evidencing Interests
in REMIC I Certificates..............................................................................................52
Section 2.06Conveyance of Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests; Acceptance by the
Trustee..............................................................................................................53
Section 2.07Issuance of Certificates Evidencing Interest in REMIC II.............................................................53
ARTICLE III
6
<PAGE>
Page
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01Master Servicer to Act as Servicer....................................................................................54
Section 3.02Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations............................................................................................55
Section 3.03Successor Subservicers................................................................................................56
Section 3.04Liability of the Master Servicer......................................................................................56
Section 3.05No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................................................................57
Section 3.06Assumption or Termination of Subservicing Agreements
by Trustee.............................................................................................57
Section 3.07Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.....................................................................................................57
Section 3.08Subservicing Accounts; Servicing Accounts.............................................................................60
Section 3.09Access to Certain Documentation and Information Regarding the
Mortgage Loans........................................................................................................61
Section 3.10Permitted Withdrawals from the Custodial Account......................................................................61
Section 3.11Maintenance of the Primary Insurance Policies; Collections
Thereunder............................................................................................................63
Section 3.12Maintenance of Fire Insurance and Omissions and Fidelity
Coverage64..............................................................................................................
Section 3.13Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................................................................66
Section 3.14Realization Upon Defaulted Mortgage Loans.............................................................................68
Section 3.15Trustee to Cooperate; Release of Mortgage Files.......................................................................70
Section 3.16Servicing and Other Compensation; Compensating Interest...............................................................71
Section 3.17Reports to the Trustee and the Company................................................................................72
Section 3.18Annual Statement as to Compliance.....................................................................................72
Section 3.19Annual Independent Public Accountants' Servicing Report...............................................................73
Section 3.20Rights of the Company in Respect of the Master Servicer...............................................................73
Section 3.21Administration of Buydown Funds.......................................................................................74
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01Certificate Account...................................................................................................75
Section 4.02Distributions.........................................................................................................75
Section 4.03Statements to Certificateholders......................................................................................85
Section 4.04Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer........................................................................88
Section 4.05Allocation of Realized Losses.........................................................................................89
7
<PAGE>
Page
Section 4.06Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................................................................91
Section 4.07Optional Purchase of Defaulted Mortgage Loans.........................................................................91
Section 4.08Distributions on the Uncertificated REMIC I...........................................................................92
Section 4.09Compliance with Withholding Requirements..............................................................................93
ARTICLE V
THE CERTIFICATES
Section 5.01The Certificates......................................................................................................94
Section 5.02Registration of Transfer and Exchange of Certificates.................................................................96
Section 5.03Mutilated, Destroyed, Lost or Stolen Certificates....................................................................101
Section 5.04Persons Deemed Owners................................................................................................102
Section 5.05Appointment of Paying Agent..........................................................................................102
Section 5.06Optional Purchase of Certificates....................................................................................102
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01Respective Liabilities of the Company and the Master Servicer........................................................105
Section 6.02Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by
Master Servicer.......................................................................................105
Section 6.03Limitation on Liability of the Company, the Master Servicer and
Others...............................................................................................................106
Section 6.04Company and Master Servicer Not to Resign............................................................................107
ARTICLE VII
DEFAULT
Section 7.01Events of Default....................................................................................................108
Section 7.02Trustee or Company to Act; Appointment of Successor..................................................................110
Section 7.03Notification to Certificateholders...................................................................................111
Section 7.04. Waiver of Events of Default........................................................................................111
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..................................................................................................112
Section 8.02Certain Matters Affecting the Trustee................................................................................113
8
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Section 8.03Trustee Not Liable for Certificates or Mortgage Loans................................................................115
Section 8.04Trustee May Own Certificates.........................................................................................115
Section 8.05Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification......................................................................................................115
Section 8.06Eligibility Requirements for Trustee.................................................................................116
Section 8.07Resignation and Removal of the Trustee...............................................................................117
Section 8.08Successor Trustee....................................................................................................117
Section 8.09Merger or Consolidation of Trustee...................................................................................118
Section 8.10Appointment of Co-Trustee or Separate Trustee........................................................................118
Section 8.11Appointment of Custodians............................................................................................119
Section 8.12Appointment of Office or Agency......................................................................................120
ARTICLE IX
TERMINATION
Section 9.01Termination Upon Purchase by the Master Servicer or the Company
or Liquidation of All Mortgage Loans.................................................................................121
Section 9.02Termination of REMIC II..............................................................................................123
Section 9.03Additional Termination Requirements..................................................................................123
ARTICLE X
REMIC PROVISIONS
Section 10.0REMIC Administration.................................................................................................125
Section 10.0Master Servicer, REMIC Administrator and
Trustee Indemnification...............................................................................129
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.0Amendment............................................................................................................131
Section 12.0Recordation of Agreement; Counterparts...............................................................................133
Section 12.Limitation on Rights of Certificateholders...........................................................................134
Section 12.0Governing Law........................................................................................................135
Section 12.0Notices..............................................................................................................135
Section 12.0Notices to Rating Agency.............................................................................................135
Section 12.0Severability of Provisions...........................................................................................136
Section 12.0Supplemental Provisions for Resecuritization.........................................................................136
</TABLE>
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<PAGE>
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: Planned Principal Balances
Exhibit S: Targeted Principal Balances
10
<PAGE>
This is a Pooling and Servicing Agreement, dated as of May 1, 1999,
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 FIRST NATIONAL BANK OF CHICAGO, 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 Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of REMIC I (as defined herein), and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of assets will be
designated as the "REMIC I." The Uncertificated REMIC I Regular Interests will
be "regular interests" in REMIC I and the Class R-I Certificates will be the
sole class of "residual interests" in REMIC I for purposes of the REMIC
provisions (as defined herein) under the federal income tax law. A segregated
pool of assets consisting of the Uncertificated REMIC I Regular Interests will
be designated as "REMIC II," and the REMIC Administrator will make a separate
REMIC election with respect thereto. 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-10, Class
A-11, Class A-12, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates and the Uncertificated REMIC II Regular Interests
will be "regular interests" in REMIC II and the Class R-II Certificates will be
the sole class of "residual interests" therein for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The Class A-V
Certificates will represent the entire beneficial ownership interest in the
Uncertificated REMIC II Regular Interests.
<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 issued on the
Closing Date comprising the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate Features Maturity Date Initial Rating
---------Initial-----------------------------------------------------(S&P)-------(Fitch)
-------Certificate-----------------------------------------------------------------------
Pass-Through Principal
Designation --------Rate------ Balance
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Senior/PAC/Accretion
Class A-1 6.00% $23,822,000.00 Directed May 25, 2029 AAA AAA
Senior/PAC/Accretion
Class A-2 6.00% $19,928,000.00 Directed May 25, 2029 AAA AAA
Senior/PAC/Accretion
Class A-3 6.00% $20,934,000.00 Directed May 25, 2029 AAA AAA
Senior/PAC/Accretion
Class A-4 6.00% $27,395,000.00 Directed May 25, 2029 AAA AAA
Senior/PAC/Floater/Accretion
Class A-5 Adjustable Rate $30,693,000.00 Directed May 25, 2029 AAA AAA
Senior/Inverse
Floater/Accretion
Class A-6 Adjustable Rate $365,427,021.00 Directed/Interest Only May 25, 2029 AAAr AAA
Senior/TAC/Accretion
Class A-7 6.50% $186,708,000.00 Directed May 25, 2029 AAA AAA
Senior/TAC/Accretion
Class A-8 6.50% $5,000,000.00 Directed May 25, 2029 AAA AAA
Senior/TAC/Accretion
Class A-9 6.00% $3,332,000.00 Directed/Retail May 25, 2029 AAA AAA
Senior/TAC/Accretion
Class A-10 7.00% $3,332,000.00 Directed/Retail May 25, 2029 AAA AAA
Senior/Accrual/Companion/
Class A-11 6.50% $3,110,000.00 Accretion Directed May 25, 2029 AAA AAA
Class A-12 6.50% $23,716,000.00 Senior/Accrua May 25, 2029 AAA AAA
Class A-P 0.00% $473,817.00 Senior/Principal Only May 25, 2029 AAAr AAA
Class A-V Variable Rate $0.00 Senior/Interest Only May 25, 2029 AAAr AAA
Class R-I 6.50% $100.00 Senior/Residual May 25, 2029 AAA AAA
Class R-II 6.50% $100.00 Senior/Residual May 25, 2029 AAA AAA
Class M-1 6.50% $8,039,600.00 Mezzanine May 25, 2029 N/A AA
Class M-2 6.50% $2,740,800.00 Mezzanine May 25, 2029 N/A A
Class M-3 6.50% $1,461,800.00 Mezzanine May 25, 2029 N/A BBB
Class B-1 6.50% $1,279,000.00 Subordinate May 25, 2029 N/A BB
Class B-2 6.50% $730,900.00 Subordinate May 25, 2029 N/A B
Class B-3 6.50% $730,903.64 Subordinate May 25, 2029 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $365,427,020.69. The Mortgage Loans are fixed rate mortgage loans
having terms to maturity at origination or modification of not more than 30
years.
2
<PAGE>
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: The Class A-11 Accretion Termination Date or
the Class A-12 Accretion Termination Date, as applicable.
Accrual Companion Certificates: The Class A-11 Certificates.
Accrual Distribution Amount: The Class A-11 Accrual Distribution Amount or
Class A-12 Accrual Distribution Amount, as applicable.
Accrued Certificate Interest: With respect to each Distribution
Date, as to any Class A Certificate (other than the Class A-6 Certificates,
Class A-P Certificates and Class A-V Certificates), any Class M Certificate, any
Class B Certificate or any Class R Certificate, interest accrued during the
related Interest Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance thereof immediately prior to such Distribution
Date. With respect to each Distribution Date, as to the Class A-6 Certificates
and the Class A-V Certificates (other than any Subclass of the Class A-V
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the related Notional Amount thereof, or, as to
any Subclass of the Class A-V Certificates issued pursuant to Section 5.01(c),
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the related Subclass Notional Amount. 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 of
Certificates will be reduced by the amount of (i) Prepayment Interest Shortfalls
(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) of Realized Losses (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 previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property
that were 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
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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 which would have resulted absent such reductions. With respect
to the Class A-11 Certificates and Class A-12 Certificates on each Distribution
Date that occurs prior to the related Accretion Termination Date, interest
shortfalls allocable to such Certificates on such Distribution Date will be so
allocated by reducing the amount that is added to the Certificate Principal
Balances or amounts thereof, as applicable, in respect of Accrued Certificate
Interest pursuant to Sections 4.02(e) and (f). Any portion of the reductions
described in the second preceding sentence that are allocated to the Class A-V
Certificates shall be allocated among the Subclasses thereof, if any, in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date which would have resulted absent such reductions. In
addition to that portion of the reductions described in the third 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. The Class A-P Certificates shall not be
entitled to any Accrued Certificate Interest.
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.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date,
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 or 2.04 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
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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.
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 the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
as of May 27, 1999, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Available Distribution Amount: As to any Distribution Date, 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 Custodial Account pursuant to
Section 3.12(a), (iv) any amount to be included therein pursuant to Section
4.01(b) and (v) any amount deposited in the Certificate Account pursuant to
Section 4.07, 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).
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) $124,280 over (B) the aggregate amount of Bankruptcy Losses allocated solely
to one or more specific Classes of Certificates in accordance with Section 4.05.
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
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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 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 which had an original Loan-to-Value
Ratio greater than 80% that would result if the Net Mortgage Rate
thereof was equal to the greater of (I) 5% or (II) 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 with a Loan-to-Value
Ratio of greater than 80% 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 with a Loan-to-Value Ratio of
greater than 80% remaining in the Mortgage Pool divided by the total
number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
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Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
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: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1999-S13" and which must be an Eligible Account.
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 only a Permitted
Transferee shall be a holder of a Class R-I Certificate or Class R-II
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-I Certificate or Class R-II 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
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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 Class A
Certificate (other than the Class A-6 Certificates and the Class A-V
Certificates) and each Class R 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)(a) in the case of each
Class A-11 Certificate, an amount equal to the aggregate Accrued Certificate
Interest added to the Certificate Principal Balance of such Class A-11
Certificate on each Distribution Date on or prior to the Class A-11 Accretion
Termination Date pursuant to Section 4.02(e), (b) in the case of each Class A-12
Certificate, an amount equal to the aggregate Accrued Certificate Interest added
to the Certificate Principal Balance of such Class A-12 Certificate on each
Distribution Date on or prior to the Class A-12 Accretion Termination Date
pursuant to Section 4.02(f), minus (iii) the sum of (a) with respect to each
such Certificate, 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
(b) 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.
With respect to each Class M Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) 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 if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter 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. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) 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
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to Section 4.05; provided, that the Certificate Principal Balance of each Class
B Certificate of those Class B Certificates outstanding with the highest
numerical designation 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. The Class A-6 Certificates and the Class A-V
Certificates (or any Subclass thereof) will have no Certificate Principal
Balance.
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 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-10,
Class A-11, Class A-12, Class A-P or Class A-V Certificates, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit A, each such Certificate (other than the Class A-V
Certificates) evidencing an interest designated as a "regular interest" in REMIC
II for purposes of the REMIC Provisions. The Class A-V Certificates will
represent the entire beneficial ownership interest in the Uncertificated REMIC
II Regular Interests. On and after the date of issuance of any Subclass of Class
A-V Certificates pursuant to Section 5.01(c), any such Subclass will represent
the Uncertificated REMIC II Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates.
Class A-11 Accretion Termination Date: With respect to the Class
A-11 Certificates, the earlier to occur of (i) the Distribution Date on which
the Certificate Principal Balances of the Class A-7, Class A-8, Class A-9 and
Class A-10 Certificates have been reduced to zero and (ii) the Credit Support
Depletion Date.
Class A-11 Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
Class A-12 Accretion Termination Date: With respect to the Class
A-12 Certificates, the earlier to occur of (i) the Distribution Date on which
the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-7, Class A-8, Class A-9, Class A-10 and Class A-11
Certificates have been reduced to zero and (ii) the Credit Support Depletion
Date.
Class A-12 Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
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).
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Class A-P Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates or Class B-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit C and evidencing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3
Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
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 0.75%.
Class B-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates 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 0.40%.
Class B-3 Percentage: With respect to any Distribution Date, a
fraction expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
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Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates 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 0.20%.
Class M Certificate: Any one of the Class M-1 Certificates, Class
M-2 Certificates or Class M-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit B and evidencing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates 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 1.90%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated
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Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 1.15%.
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC II for purposes of the REMIC
provisions.
Closing Date: May 27, 1999.
Code: The Internal Revenue Code of 1986.
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.
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 One First National Plaza, Suite IL-0126, Chicago,
Illinois 60670-0126, Attention: Residential Funding Corporation Series 1999-S13.
Corresponding Certificated Interests: With respect to Uncertificated
REMIC I Regular Interest V, the Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, M-1, Class M- 2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates; with respect to Uncertificated REMIC I Regular
Interest W, the Class A-5, Certificates; with respect to Uncertificated REMIC I
Regular Interest X, the Class A-1, the Class A-2, the Class A-3 and the Class
A-4 Certificates; with respect to Uncertificated REMIC I Regular Interest Y, the
Class A-P Certificates; and with respect to Uncertificated REMIC I Regular
Interest Z, the Class A-V Certificates.
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Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
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 in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: May 1, 1999.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation or any reduction that results in a
permanent forgiveness of principal.
Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss
that is attributable to the Mortgagor's failure to make any payment of principal
or interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property or any
interest shortfalls not covered by the subordination described in Section 4.05,
including interest that is not covered by the subordination described in Section
4.05, including interest that is not collectible from the Mortgagor pursuant to
the Soldiers' and Sailors' Civil Relief Act of 1940 or similar legislation or
regulations as in effect from time to time.
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.
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Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30
to 59 days" or "30 or more days" delinquent when a payment due on any scheduled
due date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates is Cede
& Co. The Depository shall at all times be a "clearing corporation" as defined
in Section 8-102(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 6.50% 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 Section
3.07(a)) for such Mortgage Loan and the denominator of which is 6.50%. The
Discount Fraction with respect to each Discount Mortgage Loan is set forth on
Exhibit P attached hereto.
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Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate
(or the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for the FHLMC, a majority
of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) 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 REMIC I or REMIC II 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, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
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
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(iv) in the case of the Certificate Account, a trust account or accounts
maintained in the corporate trust division of The First National Bank of
Chicago, 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).
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 Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(E) hereof), (iii) the Principal Only
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any
Distribution Date on which the Certificate Principal Balance of the most
subordinate class or classes of Certificates (as established in Section 4.05
hereof) then outstanding 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 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 such amount that is included in
Section 4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect
to a Mortgaged Property or Mortgage Loan causing or resulting in a loss which
causes the liquidation of such Mortgage Loan:
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(a) losses that are of the type that would be covered by
the fidelity bond and the errors and omissions insurance policy
required to be maintained pursuant to Section 3.12(b) but are in
excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether
such loss be direct or indirect, proximate or remote or be in whole
or in part caused by, contributed to or aggravated by a peril
covered by the definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority
or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority in
hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
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 9.03.
Fitch: Fitch IBCA, Inc. or its successor in interest.
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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 Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (Y) 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 since the Cut-off Date up to such date of
determination and (Z) 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 Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cutoff Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date, the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of
such Mortgage Loan.
Independent: When used with respect to any specified Person, means
such a Person who (i) is in fact independent of the Company, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Company,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with
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the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
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 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 Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
Initial Notional Amount: With respect to the Class A-6 Certificates,
an amount equal to approximately $30,693,000; and with respect to the Class A-V
Certificates, the Cut-off Date Principal Balance of the Mortgage Loans.
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, 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 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: With respect to any Certificate, and any
Distribution Date (other than the Class A-5 and Class A-6 Certificates) the
calendar month preceding the month in which the Distribution Date occurs. The
Interest Accrual Period for the Class A-5 and Class A-6 Certificates is the
one-month period commencing on the 25th day of the month preceding the month in
which such Distribution Date occurs and ending on the 24th day of the month in
which such Distribution Date occurs.
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 Certificates outstanding
as of the date of the repurchase of a Mortgage Loan pursuant to Section 4.07
herein that has the latest priority for payments pursuant to Section 4.02.
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.
LIBOR: With respect to any Distribution Date and the Pass-Through
Rates on the Class A-5 and Class A-6 Certificates, the arithmetic mean of the
London interbank offered rate quotations of reference banks (which will be
selected by the Trustee after consultation with the Master Servicer) for
one-month U.S. dollar deposits, expressed on a per annum basis, determined in
accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.
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-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.
Maturity Date: Solely for purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the latest possible maturity date of each "regular
interest" in the Trust Fund would be reduced to zero, which is May 25, 2029.
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).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
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Mortgage: With respect to each Mortgage Note related to a Mortgage
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 Loan Schedule: The list of the Mortgage Loans attached
hereto as Exhibit F (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list shall set forth at a minimum
the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including
state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if
any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second
or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner occupied
residence.
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Such schedule may consist of multiple reports that collectively set forth all of
the information required.
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, with respect to each Mortgage Loan, each related Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
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 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.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to
be made by the Master Servicer in respect of a Mortgage Loan (other than a
Deleted Mortgage Loan) which, in the good faith judgment of the Master Servicer,
will not, or, in the case of a proposed Advance, would not, be ultimately
recoverable by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts reimbursable to the
Master Servicer pursuant to Section 4.02(a) hereof. The determination by the
Master Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance would constitute a Nonrecoverable Advance, shall be evidenced by an
Officers' Certificate delivered to the Company and the Trustee promptly
following such determination.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
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Notional Amount: As of any Distribution Date, with respect to the
Class A-6 Certificates, an amount equal to the Certificate Principal Balance of
the Class A-5 Certificates. As of any Distribution Date, with respect to the
Class A-V Certificates, the aggregate Stated Principal Balance of the Mortgage
Loans immediately prior to such date.
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 "Permitted Transferee" or (ii) relating to the qualification of
REMIC I or REMIC II as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage,
the numerator of which is the aggregate Initial Certificate Principal Balance of
the Senior Certificates (other than the Class A-P Certificates) and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans (other than the Discount Fraction of the Discount Mortgage Loans), which
is approximately 95.89% as of the Closing Date.
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
or 2.04.
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.
PAC Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4 or Class A-5 Certificates.
Pass-Through Rate: With respect to the Class A Certificates (other
than the Class A-5, Class A-6, Class A-P and Class A-V Certificates) and any
Distribution Date, the per annum rate set forth in the Preliminary Statement
hereto. With respect to the Class A-5 Certificates and the initial Interest
Accrual Period, 5.235% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to LIBOR plus 0.30%, subject to a maximum
rate of 8.00% per annum and a minimum rate of 0.30% per annum. With respect to
the Class A-6 Certificates and the initial Interest Accrual Period, 2.765% per
annum, and as to any Interest Accrual Period thereafter, a per annum rate equal
to 7.70% minus LIBOR, subject to a maximum rate of 7.70% per annum and a minimum
rate of 0.00% per annum. With respect to the Class A-V Certificates and any
Distribution Date, a rate equal
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to the weighted average, expressed as a percentage, of the Pool Strip Rates of
all Mortgage Loans as of the Due Date in the month next preceding the month in
which such Distribution Date occurs, weighted on the basis of the respective
Stated Principal Balances of such Mortgage Loans, which Stated Principal
Balances shall be the Stated Principal Balances of such Mortgage Loans at the
close of business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders of the
Certificates. With respect to the Class A-V Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.3246% per annum. The
Class A-P Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Paying Agent: The First National Bank of Chicago 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 thereto (in the case of the Class A-6 Certificates and Class A-V
Certificates) divided by the aggregate Initial Certificate Principal Balance or
Initial Notional Amount, as applicable, of all of the Certificates of the same
Class. With respect to a Class R Certificate, the interest in distributions to
be made with respect to such Class evidenced thereby, expressed as a percentage,
as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated
by each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each
have an original maturity of not more than 90 days and, in the case
of bankers' acceptances, shall in no event have an original maturity
of more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided that the
debt obligations of such depository institution or trust company
(or, if the only Rating Agency is Standard & Poor's, in the case of
the principal depository institution in a depository institution
holding company, debt obligations of the depository institution
holding company) at the date of acquisition thereof have been
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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 or demand notes shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund
rated by each Rating Agency in its highest long-term rating
available; and
(vi) other obligations or securities that are acceptable
to each Rating Agency as a Permitted Investment hereunder and will
not reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such
Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization, any "electing large partnership" as defined in
Section 775(a) of the Code, or a NonUnited States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
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Planned Principal Balance: With respect to the PAC Certificates and
each Distribution Date the amount set forth for such Classes on such
Distribution Date on Exhibit R hereto.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum
rate equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage
Loan on the Cut-off Date over (b) 6.50% per annum.
Prepayment Assumption: A prepayment assumption of 275% of the
prepayment speed assumption, used for determining the accrual of original issue
discount, market discount and premium on the Certificates for federal income tax
purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.20% 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 0.20% 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 Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the
Distribution Date in June 2004 (unless the
Certificate Principal Balances of the Class
A 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 Class
M or Class B Certificates are outstanding:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest numerical
designation, or in the event the Class M Certificates
are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates
and Class B 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 Class
M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation and (2) all other Classes of Class
M Certificates and Class B
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Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class
M Certificates and Class B 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 (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 Class M Certificates and Class B 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 Class M Certificates and Class B 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.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1
Prepayment Distribution Trigger, Class B-2 Prepayment Distribution Trigger or
Class B-3 Prepayment Distribution Trigger.
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 on the amount of such Curtailment.
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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 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 made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate plus the rate per annum at which the Servicing
Fee is calculated 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 first day of 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, (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
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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 for the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Pool Strip Rate" over the Pool
Strip Rate on the related Deleted Mortgage Loan shall be payable to the Class R
Certificates pursuant to Section 4.02 hereof.
Rate Adjustment Date: With respect to each Distribution Date and the
Class A-5 Certificates and Class A-6 Certificates, the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period on
which banks are open for dealing in foreign currency and exchange in London,
England.
Rating Agency: Fitch and Standard & Poor's with respect to the Class
A and Class R Certificates and Fitch with respect to the Class M-1, Class M-2,
Class M-3, Class B-1 and Class B-2 Certificates. If either 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)
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 the
Certificateholders up to the last day of the month in which the Cash Liquidation
(or REO Disposition) occurred 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. With respect to each
Mortgage Loan which is the subject of a Servicing Modification: (i) to the
extent constituting a reduction of the principal balance of such Mortgage Loan,
the amount of such reduction; and (ii) to the extent constituting a reduction of
the interest rate borne by the Mortgage Note, and with respect to each
respective Monthly Payment (determined by taking into account such Servicing
Modification) the
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interest portion of which was reduced by such Servicing Modification, including
any 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, the amount of
such reduction of the interest portion thereof. With respect to each Mortgage
Loan 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. With respect to each Mortgage Loan which has
become the object of a Debt Service Reduction, the amount of such 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.
Reference Bank Rate: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
for one month which are offered by three reference banks selected by the Trustee
after consultation with the Master Servicer, as of 11:00 A.M., London, England
time, on the LIBOR Business Day prior to the immediately preceding Distribution
Date to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of
the Class A-5 Certificates and the Class A-6 Certificates then outstanding;
provided that at least two such reference banks provide such rate. If fewer than
two offered rates appear, the Reference Bank Rate will be the arithmetic mean
(rounded upwards if necessary to the nearest 1/16%) of the rates quoted by one
or more major banks in New York City, selected by the Trustee after consultation
with the Master Servicer, as of 11:00 a.m., New York time, on such date for
loans in U.S. Dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of
the Class A-5 Certificates and the Class A-6 Certificates then outstanding. If
no such quotations can be obtained, the rate shall be LIBOR for the prior
Distribution Date, or in the case of the first Rate Adjustment Date, 4.935%;
provided however, if, under the priorities described above, LIBOR for a
Distribution Date would be based on LIBOR for the previous Distribution Date for
the third consecutive Distribution Date, the Trustee shall select an alternative
comparable index (over which the Trustee has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
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.
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REMIC I: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments 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,
(iii) property which secured a Mortgage Loan and
which has been acquired for the benefit of
the Certificateholders by foreclosure or
deed in lieu of foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of 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-10, Class A- 11,
Class A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and R-II Certificates pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
REMIC II Certificates: Any 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-10,
Class A-11, Class A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates.
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.
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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) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit H 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.
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.
Schedule of Discount Fractions: The schedule setting forth the
Discount Fractions with respect to the Discount Mortgage Loans, attached hereto
as Exhibit P.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
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Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
June 1999 through
May 2004............................100%
June 2004 through
May 2005............................Senior Percentage, plus 70% of the
Subordinate Percentage
June 2005 through
May 2006............................Senior Percentage, plus 60% of the
Subordinate Percentage
June 2006 through
May 2007............................Senior Percentage, plus 40% of the
Subordinate Percentage
June 2007 through
May 2008............................Senior Percentage, plus 20% of the
Subordinate Percentage
June 2008 and
thereafter...........................Senior Percentage
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
Class M and Class B 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
Class M Certificates and Class B 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 any 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
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater
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than the Original Senior Percentage, the Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%. Notwithstanding the
foregoing, upon the reduction of the aggregate Certificate Principal Balance of
the Senior Certificates (other than the Certificate Principal Balance of the
Class A-P Certificates) to zero, the Senior Accelerated Distribution Percentage
shall thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100%
and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans or related REO Properties (other than the Discount Fraction of
the Discount Mortgage Loans) 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) and (b) the sum of the amounts
required to be distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y),
(xvi) and (xvii).
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, (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.
Servicing Modification: Any reduction of the interest rate or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer,
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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 Amount: As of any Distribution Date, an amount equal
to $3,665,620 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 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 39.95% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of
the lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance
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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 Ratings Services, 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 REMIC II Regular Interest or Interests specified by the initial
Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect
to any Subclass of the Class A-V Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
represented by such Subclass immediately prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B 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); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) 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 most senior Class
of Certificates then outstanding (as established in Section 4.05 hereof), 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
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Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class M or Class B Certificates minus (b) any Excess Subordinate
Principal Amount not payable to such Class on such Distribution Date pursuant to
the definition thereof; provided, however, that such amount shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such 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.
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.
TAC Certificates: Any one of the Class A-7, Class A-8, Class A-9 or
Class A-10 Certificates.
Targeted Principal Balance: With respect to the TAC Certificates and
each Distribution Date, the amount set forth for such Classes on such
Distribution Date on Exhibit S hereto.
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 REMIC I and REMIC II due to their classification
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as REMICs 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: REMIC I, REMIC II and the Initial Monthly Payment Fund.
Uncertificated Accrued Interest: With respect to each Distribution
Date, (i) as to Uncertificated REMIC I Regular Interest V, an amount equal to
the aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificates, if the Pass-Through Rate on such
Classes were equal to the Uncertificated Pass-Through Rate; (ii) as to
Uncertificated REMIC I Regular Interest W, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-5 Certificates, if the Pass-Through Rate on
such Classes were equal to the Uncertificated Pass-Through Rate; (iii) as to
Uncertificated REMIC I Regular Interest X, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, if the Pass-Through Rate on such Class were equal to the
Uncertificated Pass-Through Rate; (iv) as to Uncertificated REMIC I Regular
Interest Y, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-P Certificates, if the Pass-Through Rate on such Class were equal to the
Uncertificated Pass-Through Rate; and (v) as to each Uncertificated REMIC I
Regular Interest Z, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the corresponding Uncertificated REMIC II Regular Interest, if the
Pass-Through Rate on such Uncertificated REMIC II Regular Interest were equal to
the related Uncertificated Pass-Through Rate and the notional amount of such
uncertificated interest were equal to the related Uncertificated Notional
Amount, and any reduction in the amount of Accrued Certificate Interest
resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses
or other amounts to the Class A-V Certificateholders pursuant to Section 4.05
hereof shall be allocated to the Uncertificated REMIC I Regular Interests Z pro
rata in accordance with the amount of interest accrued with respect to each
related Uncertificated Notional Amount and such Distribution Date.
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Uncertificated Notional Amount: With respect to each Uncertificated
REMIC I Regular Interest Z, the aggregate Stated Principal Balance of the
related Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to the Uncertificated
REMIC I Regular Interests V, 6.50%. With respect to the Uncertificated REMIC I
Regular Interests W, 7.70%. With respect to the Uncertificated REMIC I Regular
Interests X, 6.10%. With respect to Uncertificated REMIC I Regular Interest Y,
0.00%. With respect to each Uncertificated REMIC I Regular Interest Z, the
related Uncertificated REMIC I Regular Interest Z Pool Strip Rate.
Uncertificated Principal Balance: With respect to each
Uncertificated REMIC I Regular Interest on any date of determination,
$242,181,104.00 with respect to Uncertificated REMIC I Regular Interest V,
$30,693,000.00 with respect to Uncertificated REMIC I Regular Interest W,
$92,079,000.00 with respect to Uncertificated REMIC I Regular Interest X,
$473,817.00 with respect to Uncertificated REMIC I Regular Interest Y and $0.00
with respect to Uncertificated REMIC I Regular Interest Z, minus the sum of (x)
the aggregate of all amounts previously deemed distributed with respect to such
interest and applied to reduce the Uncertificated Principal Balance thereof
pursuant to Section 4.08(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses that were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to
Section 4.08(d).
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates and the denominator of which is
the aggregate Certificate Principal Balance of all of the Certificates, and
which bears interest at a rate equal to 6.50% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-5 Certificates and the denominator
of which is the aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal to 7.70% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3
and Class A-4 Certificates and the denominator of which is the aggregate
Certificate Principal Balance of all of the Certificates, and which bears
interest at a rate equal to 6.10% per annum.
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Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-P Certificates and the denominator
of which is the aggregate Certificate Principal Balance of all of the
Certificates.
Uncertificated REMIC I Regular Interests Z: The 1,107 uncertificated
partial undivided beneficial ownership interests in REMIC I, each relating to a
particular Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated Pass-Through Rate on the respective
Uncertificated Notional Amount.
Uncertificated REMIC I Regular Interest Z Pool Strip Rates: With
respect to each Uncertificated REMIC I Regular Interest Z, the Pool Strip Rate
for the related Mortgage Loan.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
Regular Interest V, Uncertificated REMIC I Regular Interest W, Uncertificated
REMIC I Regular Interest X, Uncertificated REMIC I Regular Interest Y and
Uncertificated REMIC I Regular Interests Z.
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interests Z Distribution Amounts:
With respect to any Distribution Date, the amounts deemed to be distributed on
the Uncertificated REMIC I Regular Interests Z for such Distribution Date
pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest V Distribution Amount, Uncertificated
REMIC I Regular Interest W Distribution Amount, Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and Uncertificated REMIC I Regular Interests Z Distribution
Amounts.
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Uncertificated REMIC II Regular Interests: The uncertificated
partial undivided beneficial ownership interests in REMIC II, each of which has
no principal balance and which bears interest at a rate equal to the related
Uncertificated REMIC I Regular Interest Z Pool Strip Rate, based on the
Uncertificated Notional Amount of the related Uncertificated REMIC I Regular
Interest Z.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by the Secretary
of the Treasury, which have not yet been issued, a trust which was in existence
on August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which was
treated as a United States person on August 20, 1996 may elect to continue to be
treated as a United States person notwithstanding the previous sentence.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Class
A-6, Class A-V, Class R-I and Class R-II Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates; 1%
of all Voting Rights shall be allocated among the Holders of the Class A-6
Certificates, 1% of all Voting Rights shall be allocated among the Holders of
the Class A-V Certificates (and any Subclass thereof); and the Holders of the
Class R-I and Class R-II Certificates shall be entitled to 0.5% and 0.5% of all
of the Voting Rights, respectively, allocated among the Certificates of each
such Class in accordance with their respective Percentage Interests.
Section 1.02Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on the
Class A-5 and Class A-6 Certificates for any Interest Accrual Period (other than
the initial Interest Accrual Period) will be determined on each Rate Adjustment
Date as follows:
For any Interest Accrual Period other than the first Interest
Accrual Period, the rate for United States dollar deposits for one month which
appears on the Dow Jones Telerate Screen Page 3750 as
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of 11:00 A.M., London, England time, on the second LIBOR Business Day prior to
the first day of such Interest Accrual Period. For the first Interest Accrual
Period, LIBOR equals 4.935% with respect to the Class A-5 Certificates and Class
A-6 Certificates. If such rate does not appear on such page (or such other page
as may replace that page on that service, or if such service is no longer
offered, such other service for displaying LIBOR or comparable rates as may be
reasonably selected by the Trustee after consultation with the Master Servicer),
the rate will be the Reference Bank Rate. If no such quotations can be obtained
and no Reference Bank Rate is available, LIBOR will be LIBOR applicable to the
preceding Distribution Date; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the
Trustee shall select an alternative comparable index (over which the Trustee has
no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee on any Rate Adjustment
Date and the Trustee's subsequent calculation of the Pass-Through Rates
applicable to the Class A-5 Certificates and Class A-6 Certificates for the
relevant Interest Accrual Period, in the absence of manifest error, will be
final and binding.
Promptly following each Rate Adjustment Date the Trustee shall
supply the Master Servicer with the results of its determination of LIBOR on
such date. Furthermore, the Trustee will supply to any Certificateholder so
requesting by telephone the Pass-Through Rates on the Class A-5 Certificates and
Class A-6 Certificates for the current and the immediately preceding Interest
Accrual Periods.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01Conveyance 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).
(b) In connection with such assignment, except as set forth in
Section 2.01(c) 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) with respect to each Mortgage
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) 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.
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(c) The Company may, in lieu of delivering the documents set forth
in Section 2.01(b)(I)(iv) and (v) 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 ten 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) (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.
On the Closing Date, the Master Servicer shall certify that it has
in its possession an original or copy of each of the documents referred to in
Section 2.01(b)(I)(iv) and (v) which has been delivered to it by the Company.
Every six months after the Closing Date, for so long as the Master Servicer is
holding documents pursuant to this Section 2.01(c), the Master Servicer shall
deliver to (i) Moody's if it is one of the Rating Agencies, (ii) the Trustee and
(iii) each Custodian a report setting forth the status of the documents which it
is holding.
(d) In the event that in connection with any Mortgage Loan 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 solely because of 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, 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
(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 Mortgage Loan 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-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-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 the event that 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
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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)(iv) and (v) and that
may be delivered as a copy rather than the original may be delivered in
microfiche form.
(e) It is intended that the conveyances by the Company to the
Trustee of the Mortgage Loans and the Uncertificated REMIC I Regular Interests
as provided for in this Section 2.01 be construed as a sale by the Company to
the Trustee of the Mortgage Loans and the Uncertificated REMIC I 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 the
Uncertificated REMIC I Regular Interests by the Company to the Trustee to secure
a debt or other obligation of the Company. However, in the event that the
Mortgage Loans and the Uncertificated REMIC I 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 the Uncertificated REMIC I Regular Interests, then it is intended that (a)
this Agreement shall also be deemed to 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 (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 (A) the Mortgage Loans, including the related
Mortgage Note, the Mortgage, 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) the Uncertificated REMIC I
Regular Interests and (D) any and all general intangibles consisting of, arising
from or relating to any of the foregoing, and 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, letters of credit, advices of credit, investment property
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, Section 9-115, 9-305, 8-102, 8-301,
8-501 and 8-503 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
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persons holding for, (as applicable) of 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
deemed to create a security interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests and the other property described above, such security
interest would be deemed 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 the Uncertificated REMIC I Regular
Interests as evidenced by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y) such other statements as
may be occasioned by (1) any change of name of Residential Funding, the Company
or the Trustee (such preparation and filing shall be at the expense of the
Trustee, if occasioned by a change in the Trustee's name), (2) any change of
location of the place of business or the chief executive office of Residential
Funding or the Company, (3) any transfer of any interest of Residential Funding
or the Company in any Mortgage Loan or (4) any transfer of any interest of
Residential Funding or the Company in any Uncertificated REMIC I Regular
Interest.
(f) The Master Servicer hereby acknowledges the receipt by it of
cash in an amount equal to $220,794.00 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in June 1999, for those Mortgage Loans for which the
Trustee will not be entitled to receive such payment. 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 Distribution Date in June 1999. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of either REMIC
I or REMIC II. 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 REMIC I or REMIC II, (2) it shall be owned by the
Seller and (3) amounts transferred by REMIC I or REMIC II 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.
Section 2.02Acceptance 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
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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, 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 the 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
those documents required to be delivered pursuant to such Section which have not
been received.
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 REMIC I at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. 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 the Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, it is understood and agreed
that the
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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 2.03Representations, 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 default (or an event which,
with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer
is a party or which may be applicable to the Master Servicer or any
of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company, constitutes a
valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject
to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally
and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect
to any order or decree of any court or any order, regulation or
demand of any Federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations of
the Master Servicer or its properties or might have consequences
that would materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or performing
its obligations under this Agreement;
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(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the Company,
any Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading; 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 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) The Company hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more 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;
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(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case may
be, is true and correct in all material respects at the date or
dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on the
first day of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80% such Mortgage
Loan is the subject of a Primary Insurance Policy that insures (a)
at least 25% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and 90.01%,
(b) at least 20% 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;
(vi) No more than 1.1% 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 1.2% 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) 10.46% of the Mortgage Loans were underwritten
under a reduced loan documentation program requiring no income
verification and no asset verification;
(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
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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 0.06% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were 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) 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;
(xv) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months; and
(xvi) None of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
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) 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); 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
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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 2.04Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
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 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
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substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC 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 the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have
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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.
Section 2.05Execution and Authentication of Certificates
Evidencing Interests in REMIC I 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 REMIC I, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company. Class R-I Certificates in authorized denominations which together
with the Uncertificated REMIC I Regular Interests, evidence ownership of REMIC
I. The rights of the Class R-I Certificateholders and REMIC II to receive
distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the Uncertificated REMIC I Regular Interests, and all ownership
interests of the Class R-I Certificateholders and REMIC II in such
distributions, shall be as set forth in this Agreement.
Section 2.06Conveyance of Uncertificated REMIC I Regular
Interests and Uncertificated REMIC II Regular Interests;
Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Company in and to the Uncertificated REMIC I
Regular Interests and Uncertificated REMIC II Regular Interests to the Trustee
for the benefit 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-10, Class A-11, Class A-12,
Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificateholders. The Trustee acknowledges receipt of
the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future 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-10, Class A-11, Class A-12, Class A-P, Class A-V, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders.
The rights 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-10, Class A-11, Class A-12, Class
A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificateholders to receive distributions from the proceeds of
REMIC II in respect 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-10, Class A-11, Class
A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificates, and all ownership interests of the
Class A-1, Class A-2, Class A-3,
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Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders in such
distributions, shall be as set forth in this Agreement.
Section 2.07Issuance of Certificates Evidencing Interest in REMIC
II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, 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-10, Class
A-11, Class A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates in authorized
denominations evidencing ownership of the entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and the respective Mortgage
Loans and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to an 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 either REMIC I
or REMIC II 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 Persons other than
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.
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(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02Subservicing 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 G. 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, the Certificateholders, shall use its
best reasonable efforts to enforce the obligations of each
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Subservicer under the related Subservicing Agreement and of each Seller under
the related Seller's Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03Successor 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 3.04Liability 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
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indemnification of the Master Servicer and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.
Section 3.05No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06Assumption or Termination of Subservicing Agreements
by Trustee.
(a) In the event 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 3.07Collection 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
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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 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 be result absent such action); provided, however, that
the Master Servicer may not modify materially or permit any Subservicer to
modify any Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
and provided, further, that no such modification shall reduce the interest rate
on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
maturity date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(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
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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; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section 4.02(a).
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
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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.
(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 3.08Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee accrues in the
case of a Modified Mortgage Loan) on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first
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day of such month, from the date of application of such Curtailment to the first
day of the following month. Any amounts paid by a Subservicer pursuant to the
preceding sentence shall be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its withdrawal or order from time
to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate
Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and
shall cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all
collections from the Mortgagors (or advances from Subservicers) for the payment
of taxes, assessments, hazard insurance premiums, Primary Insurance Policy
premiums, if applicable, or comparable items for the account of the Mortgagors.
Each Servicing Account shall satisfy the requirements for a Subservicing Account
and, to the extent permitted by the Program Guide or as is otherwise acceptable
to the Master Servicer, may also function as a Subservicing Account. Withdrawals
of amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in
the preceding subsection that are not timely paid by the Mortgagors or advanced
by the Subservicers on the date when the tax, premium or other cost for which
such payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that 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
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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 3.10Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein,
make withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans for the
following purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on particular
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which any
such advance was made in the case of Subservicer Advances or
Advances pursuant to Section 4.04 and (B) recoveries of amounts in
respect of which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if
not previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a Mortgage
Loan as contemplated by Sections 3.14 and 3.16, an amount equal to
that remaining portion of any such payment as to interest (but not
in excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule
of the related Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on funds
deposited in 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
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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)(iii);
(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 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 the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
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Section 3.11Maintenance 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 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 the Certificateholders, claims to the
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 3.12Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
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(a) The Master Servicer shall cause to be maintained for each
Mortgage 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, 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 are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that 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
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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 3.13Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in any Mortgage Note
or Mortgage, the Master Servicer shall not be required to enforce
the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
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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 both (a) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (b) cause either REMIC I or REMIC II 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 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 related
Mortgaged Property 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 neither REMIC I or REMIC II would 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 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.
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(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 O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) 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; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) 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 (iv) 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 3.14Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of 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. 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
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such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the
Master Servicer is not required to continue to pursue both foreclosure (or
similar remedies) with respect to the Mortgage Loans and remedies in connection
with a breach of a representation and warranty if the Master Servicer determines
in its reasonable discretion that one such remedy is more likely to result in a
greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash
Liquidation or REO Disposition, following the deposit in the Custodial Account
of all Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of written notification
of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release to the Master Servicer the related Mortgage File
and the Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without recourse, as
shall be necessary to vest in the Master Servicer or its designee, as the case
may be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not
be part of the Trust Fund. Notwithstanding the foregoing or any other provision
of this Agreement, in the Master Servicer's sole discretion with respect to any
defaulted Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have
occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
REMIC I 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 the 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 REMIC I 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) In the event that REMIC I 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 years after its acquisition by REMIC I for purposes of
Section 860G(a)(8) of the Code or, at the expense of the Trust Fund, the Trust
Fund, request, more than 60 days before the day on which the three-year grace
period would otherwise expire, an extension of the three-year grace period
unless the Master Servicer (subject to
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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 REMIC I
of such REO Property subsequent to such three-year period will not result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code or cause REMIC I to fail to qualify as a REMIC at any time that any
Uncertificated REMIC I Regular Interests are outstanding, in which case REMIC I
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 REMIC I shall be rented (or allowed
to continue to be rented) or otherwise used by or on behalf of REMIC I 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 REMIC I 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 REMIC I 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 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.
Section 3.15Trustee 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 H
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. Upon receipt of
such certification and request, the Trustee shall
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promptly 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 hereto as Exhibit H or, in the case
of the Custodian, an electronic request in a form acceptable to the Custodian,
requesting that possession of all, or any document constituting part of, the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any Required Insurance
Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer. The Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for
Release with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
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Section 3.16Servicing 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 the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be
paid, all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation
may not be transferred in whole or in part except in connection with the
transfer of all of its responsibilities and obligations of the Master Servicer
under this Agreement.
(e) Notwithstanding any other provision herein, the amount of
servicing compensation that the Master Servicer shall be entitled to receive for
its activities hereunder for the period ending on each Distribution Date shall
be reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
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Section 3.17Reports 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 3.18Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on
or before March 31 of each year, beginning with the first March 31 that occurs
at least six months after the Cut-off Date, an Officers' Certificate stating, as
to each signer thereof, that (i) a review of the activities of the Master
Servicer during the preceding calendar year related to its servicing of mortgage
loans and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19Annual 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
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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 3.20Rights 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 3.21Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such
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Mortgage Loan during the Buydown Period and the property securing such Buydown
Mortgage Loan is sold in the liquidation thereof (either by the Master Servicer
or the insurer under any related Primary Insurance Policy), the Subservicer
shall be required to withdraw from the Buydown Account the Buydown Funds for
such Buydown Mortgage Loan still held in the Buydown Account and remit the same
to the Master Servicer in accordance with the terms of the Subservicing
Agreement for deposit in the Custodial Account or, if instructed by the Master
Servicer, pay to the insurer under any related Primary Insurance Policy if the
Mortgaged Property is transferred to such insurer and such insurer pays all of
the loss incurred in respect of such default. Any amount so remitted pursuant to
the preceding sentence will be deemed to reduce the amount owed on the Mortgage
Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01Certificate 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 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
on such Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such Distribution Date
to the Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02Distributions.
(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), the amount required to be and distributed to the Master Servicer
or a Subservicer pursuant to Section 4.02(a)(iii), 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
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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 the initial
Holder of the Class A-V Certificates or to each Holder of a Subclass thereof, as
applicable) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each case to the extent of
the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the
Class A-P Certificateholders) and Class R Certificateholders, 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), as applicable,
for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date except
as provided in the last paragraph of this Section 4.02(a) (the
"Senior Interest Distribution Amount");
(ii) (X) to the Class A-P Certificateholders, the Class A-P
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-P
Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii) through
(v) and Section 4.02(c), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A
Certificates or Class R 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)) pursuant to Section 2.02,
2.03, 2.04 or 4.07 and the amount of any
shortfall deposited in the Custodial
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Account in connection with the substitution
of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related
Prepayment Period (other than the related
Discount Fraction of such Stated Principal
Balance or shortfall with respect to a
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), 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)) to the extent applied by
the Master Servicer as recoveries of
principal of the related Mortgage Loan
pursuant to Section 3.14 (other than the
related Discount Fraction of the principal
portion of such unscheduled collections with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition occurred
during the related Prepayment Period (or was deemed to
have occurred during such period in accordance with
Section 3.07(b)) 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 a 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 (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));
(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 a Discount Mortgage Loan);
(D) if such Distribution Date is on or prior
to the related Accretion Termination Date, the Accrued
Certificate Interest on the Class A-11 Certificates and
Class A-12 Certificates that would otherwise be
distributed to such Certificates on such Distribution
Date, to the extent added to the Certificate Principal
Balance of such Certificates on such Distribution Date
in accordance with Section 4.02(e) (the
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"Class A-11 Accrual Distribution Amount") or Section 4.02(f)
(the "Class A-12 Accrual Distribution Amount");
(E) any Excess Subordinate Principal Amount for such
Distribution Date; and
(F) any amounts described in subsection
(ii)(Y), clauses (A) through (D) 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 (F) to
the extent that such amounts are not attributable to
Realized Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class
M Certificates and Class B Certificates have not been reduced to
zero, to the Master Servicer or a Subservicer, by remitting for
deposit to the Custodial Account, to the extent of and in
reimbursement for any Advances or Subservicer Advances previously
made with respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation or
REO Disposition of such Mortgage Loan or REO Property, minus any
such Advances that were made with respect to delinquencies that
ultimately constituted Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus (y)
the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) 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)
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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) are insufficient
therefor, applied in reduction of the Certificate Principal Balance
of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus (y)
the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the
Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus (y)
the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class B-2
Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date, except
as provided below minus (y) the amount of any Class A-P Collection
Shortfalls for such Distribution
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Date or remaining unpaid for all previous Distribution Dates to the
extent the amounts available pursuant to clause (x) of Section
4.02(a)(xv) are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus (y)
the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution
Dates applied in reduction of the Certificate Principal Balance of
the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining
after the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A and Class R Certificates, but in
no event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Class A and Class R
Certificates, and thereafter, to each Class of Class M Certificates
then outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount
remaining after the Class A Certificates and Class R Certificates
have been retired, applied to reduce the Certificate Principal
Balance of each such Class of Class M Certificates, but in no event
more than the outstanding Certificate Principal Balance of each such
Class of Class M Certificates; and thereafter to each such Class of
Class B Certificates then outstanding beginning with such Class with
the lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class M Certificates have
been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class B Certificates, but in no event more than
the outstanding Certificate Principal Balance of each such Class of
Class B Certificates; and
(xvii) to the Class R-I Certificateholders, the balance,
if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of Class B Certificates outstanding on such Distribution
Date with the highest numerical designation, or in the event the Class B
Certificates are no longer outstanding, the Class of Class M Certificates then
outstanding with the highest numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer outstanding, the Class A and
Class R 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.
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(b) Distributions of principal on the Class A Certificates (other
than the Class A-6 Certificates and Class A-V Certificates) and Class R
Certificates on each Distribution Date occurring prior to the occurrence of 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 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 Discount Mortgage Loan to the
extent applied as recoveries of principal;
(D) any amounts allocable to principal for
any previous Distribution Date (calculated pursuant to
clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any Class A-P Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent
of the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Class A-11 Accrual
Distribution Amount shall be distributed to the Class A-7, Class
A-8, Class A-9, Class A-10 and Class A-11 Certificates, with such
amount to be allocated to such Certificates in the following order
of priority:
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(A) first, to the Class A-7 Certificates,
until the Certificate Principal Balance thereof has been
reduced to its Targeted Principal Balance for such
Distribution Date;
(B) second, concurrently on a pro rata
basis, to the Class A-8 Certificates, Class A-9
Certificates and the Class A-10 Certificates, until the
Certificate Principal Balances thereof have been reduced
to their respective Targeted Principal Balances for such
Distribution Date; and
(C) third, to the Class A-11 Certificates,
until the Certificate Principal Balance thereof has been
reduced to zero;
(iii) an amount equal to the Class A-12 Accrual
Distribution Amount shall be distributed to the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-7, Class A-8, Class
A-9, Class A-10, Class A-11 and Class A-12 Certificates, with such
amount to be allocated to such Certificates in the manner and
priority set forth in clauses (A) through (J) below;
(iv) the balance of the Senior Principal Distribution
Amount remaining after the distributions described in clauses (ii)
and (iii) above shall be distributed, concurrently, to the Class R-I
and Class R-II Certificates, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero;
(v) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (ii) through (iv) above shall be distributed as follows:
(A) first, concurrently, 75.00% to the Class
A-1 Certificates and 25.00% to the Class A-5
Certificates, until the Certificate Principal Balances
thereof have been reduced to their respective Planned
Principal Balances for such Distribution Date;
(B) second, concurrently, 75.00% to the
Class A-2 Certificates and 25.00% to the Class A-5
Certificates, until the Certificate Principal Balances
thereof have been reduced to their respective Planned
Principal Balances for such Distribution Date;
(C) third, concurrently, 75.00% to the Class
A-3 Certificates and 25.00% to the Class A-5
Certificates, until the Certificate Principal Balances
thereof have been reduced to their respective Planned
Principal Balance for such Distribution Date;
(D) fourth, concurrently, 75.00% to the
Class A-4 Certificates and 25.00% to the Class A-5
Certificates, until the Certificate Principal Balances
thereof have been reduced to their respective Planned
Principal Balances for such Distribution Date;
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(E) fifth, to the Class A-7 Certificates,
until the Certificate Principal Balance thereof has been
reduced to its Targeted Principal Balance for such
Distribution Date;
(F) sixth, concurrently on a pro rata basis,
to the Class A-8, Class A-9 and Class A-10 Certificates,
until the Certificate Principal Balances thereof have
been reduced to their respective Targeted Principal
Balances for such Distribution Date;
(G) seventh, to the Class A-11 Certificates,
until the Certificate Principal Balance thereof has been
reduced to zero;
(H) eighth, to the Class A-7, Class A-8,
Class A-9 and Class A-10 Certificates (without regard to
their respective Targeted Principal Balances for such
Distribution Date), until the Certificate Principal
Balances thereof have been reduced to zero, in the
manner and priority set forth in clauses (v)(E) and (F)
above;
(I) ninth, to the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-5 Certificates (without
regard to their respective Planned Principal Balances
for such Distribution Date), until the Certificate
Principal Balances thereof have been reduced to zero, in
the manner and priority set forth in clauses (v)(A)
through (D) above; and
(J) tenth, to the Class A-12 Certificates,
until the Certificate Principal Balance thereof has been
reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date,
all priorities relating to distributions as described above in respect of
principal among the Senior Certificates (other than the Class A-P Certificates)
will be disregarded and an amount equal to the Discount Fraction of the
principal portion of scheduled or unscheduled payments received or advanced in
respect of Discount Mortgage Loans will be distributed to the Class A-P
Certificates, and the Senior Principal Distribution Amount will be distributed
to the Senior Certificates (other than the Class A-P Certificates) remaining pro
rata in accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) herein will be
distributed as set forth therein.
(d) After reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Class A-P Certificates) to zero but prior to
the Credit Support Depletion Date, the Senior Certificates (other than the Class
A-P Certificates) will be entitled to no further distributions of principal
thereon and the Available Distribution Amount will be paid solely to the holders
of the Class A-P Certificates, Class A-V Certificates, Class M Certificates and
Class B Certificates in each case as described herein.
(e) On each Distribution Date prior to the Class A-11 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A- 11 Certificates shall be added to the
Certificate Principal Balance of such Certificates. On and after the Class A-11
Accretion Termination Date, the entire amount of Accrued Certificate Interest on
the
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Class A-11 Certificates for such Distribution Date shall be payable to the
Holders of the Class A-11 Certificates to the extent not required to reduce the
Certificate Principal Balances of the Class A-7, Class A-8, Class A-9 and Class
A-10 Certificates to zero on such Class A-11 Accretion Termination Date;
provided that if the Class A-11 Accretion Termination Date is the Credit Support
Depletion Date, the entire amount of Accrued Certificate Interest on the Class
A-11 Certificates for such Distribution Date will be paid to the Holders of the
Class A-11 Certificates. Any such Accrued Certificate Interest on the Class A-11
Certificates which is required to be paid to the holders of the Class A-7, Class
A-8, Class A-9 and Class A-10 Certificates on the Class A-11 Accretion
Termination Date will be added to the Certificate Principal Balance of the Class
A-11 Certificates in the manner described in the first sentence of this Section
4.02(e).
(f) On each Distribution Date prior to the Class A-12 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A- 12 Certificates shall be added to the
Certificate Principal Balance of such Certificates. On and after the Class A-12
Accretion Termination Date, the entire amount of Accrued Certificate Interest on
the Class A-12 Certificates for such Distribution Date shall be payable to the
Holders of the Class A-12 Certificates to the extent not required to reduce the
Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-7, Class A-8, Class A-9, Class A-10 and Class A-11
Certificates to zero on such Class A-12 Accretion Termination Date; provided
that if the Class A-12 Accretion Termination Date is the Credit Support
Depletion Date, the entire amount of Accrued Certificate Interest on the Class
A-12 Certificates for such Distribution Date will be paid to the Holders of the
Class A-12 Certificates. Any such Accrued Certificate Interest on the Class A-12
Certificates which is required to be paid to the holders of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-7, Class A-8, Class 9, Class A-10
and Class A-11 Certificates on the Class A-12 Accretion Termination Date will be
added to the Certificate Principal Balance of the Class A-12 Certificates in the
manner described in the first sentence of this Section 4.02(f).
(g) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the Class or Classes to which such
Realized Loss was allocated, if applicable (with the amounts to be distributed
allocated among such Classes in the same proportions as such Realized Loss was
allocated), and within each such Class to the Certificateholders of record as of
the Record Date immediately preceding the date of such distribution (or if such
Class of Certificates is no longer outstanding, to the Certificateholders of
record at the time that such Realized Loss was allocated); provided that no such
distribution to any Class of Certificates of subsequent recoveries related to a
Mortgage Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor,
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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 12.01(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 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, or any Subclass
thereof to which the related Realized Loss (or portion thereof) was previously
allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(h) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
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" or "indirect participating 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 except as otherwise provided by this Agreement or
applicable law.
(i) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. 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 4.03Statements to Certificateholders.
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(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 the following information as to each Class
of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class
of Certificates is less than the full amount that would be
distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal
on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each
Class of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due
to Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished
to it by 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;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect
to the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution
Date and a description of any change in the calculation of such
amounts;
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(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass-Through Rate on the Class A-V
Certificates and each Subclass, if any, thereof;
(xiii) the occurrence of the Credit Support Depletion Date, the
Class A-11 Accretion Termination Date and the Class A-12 Accretion
Termination Date;
(xiv) the Senior Accelerated Distribution Percentage applicable
to such distribution;
(xv) the Senior Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to maturity
of the Mortgage Loans after giving effect to the amounts distributed
on such Distribution Date;
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts distributed on
such Distribution Date; and
(xx) and Subclass Notional Amount.
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. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), 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
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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 4.04Distribution 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), and (iii) the amount
of Cumulative Insurance Payments as of such Determination Date. 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
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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)(iii) 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 a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that 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 4.05Allocation 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, Debt Service Reduction, Deficient Valuation, REO Disposition or
Servicing Modification (to the extent constituting a reduction of the principal
balance of the Mortgage Loan) 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 in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses, other than Excess Special Hazard Losses,
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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 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 and the entire amount
of such Realized Losses on Non-Discount Mortgage Loans among all the Class A
Certificates (other than the Class A-P Certificates) and Class R Certificates
and, in respect of the interest portion of such Realized Losses, on a pro rata
basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage
Loans will be allocated among the Class A (other than the Class A-P
Certificates), Class M, Class B and Class R Certificates and, in respect of the
interest portion of such Realized Losses, on a pro rata basis, as described
below. The principal portion of such losses on Discount Mortgage Loans will be
allocated to the Class A-P Certificates in an amount equal to the related
Discount Fraction thereof, and the remainder of such losses on Discount Mortgage
Loans will be allocated among the Class A Certificates (other than the Class A-P
Certificates), Class M, Class B and Class R 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 (i) in determining the
Certificate Principal Balance of the Class A-11 Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Class A-11 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 to be made on such Distribution Date and (ii) in determining the
amount of the Class A-12 Certificates for the purpose of allocating any portion
of a Realized Loss thereto, the amount of the Class A-12 Certificates shall be
deemed to be equal to the lesser of (a) the original amount of such Certificate
and (b) the amount of such Certificate prior to giving the effect to
distributions to be 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 Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been
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reduced to zero, to the Class of Class M Certificates then outstanding with the
highest numerical designation 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
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 (other than the Class A-V
Certificates) evidenced thereby. All Realized Losses and all other losses
allocated to the Class A-V Certificates hereunder will be allocated to the Class
A-V Certificates and, if any Subclasses thereof have been issued pursuant to
Section 5.01(c), such Realized Losses and other losses shall be allocated among
the Subclasses of such Class in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06Reports 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 4.07Optional 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, the Trustee, REMIC I or REMIC
II whereupon the Master Servicer shall succeed to all of 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.
Notwithstanding anything to the contrary in this Section 4.07,
unless the Master Servicer shall have exercised its right to repurchase a
Mortgage Loan pursuant to this Section 4.07 upon the
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written request of and with funds provided by the Junior Certificateholder and
thereupon transferred such Mortgage Loan to the Junior Certificateholder:
(a) the Master Servicer shall continue to service such Mortgage Loan
after the date of its purchase in accordance with the terms of this Agreement
and, if any Realized Loss with respect to such Mortgage Loan occurs, allocate
such Realized Loss to the Class or Classes of Certificates that would have borne
such Realized Loss in accordance with the terms hereof as if such Mortgage Loan
had not been so purchased; and
(b) for purposes of this Agreement, a payment of the Purchase Price
by the Master Servicer pursuant to this Section 4.07 will be viewed as an
advance, and the amount of any Realized Loss shall be recoverable pursuant to
the provisions for the recovery of unreimbursed Advances under Section 4.02(a)
or, to the extent not recoverable under such provisions, as a Nonrecoverable
Advance as set forth herein.
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, Sections 4.07(a)
and (b) above shall no longer apply and no Realized Loss with respect to such
Mortgage Loan shall be allocated to any Class of Certificates. The Master
Servicer shall notify the Trustee in writing of any such repurchase.
Section 4.08Distributions on the Uncertificated REMIC I.
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution Amounts in the following
order of priority, in each case to the extent of the Available Distribution
Amount reduced by distributions made to the Class R-I Certificates pursuant to
Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular
Interests for such Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth
in Section 4.08(b), an amount equal to the sum of the amounts
distributable as principal on the REMIC II Certificates, under
Section 4.02, as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed distributed
to (i) Uncertificated REMIC I Regular Interest V, (ii) Uncertificated REMIC I
Regular Interest W, (iii) Uncertificated REMIC I Regular Interest X and (iv)
Uncertificated REMIC I Regular Interest Y, with the amount to be distributed
allocated among such interests in accordance with the priority
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assigned to the Corresponding Certificated Interests, under Section 4.02(b),
until the Uncertificated Principal Balance of each such interest is reduced to
zero.
(c) The portion of the Uncertificated REMIC I Regular Interest Distribution
Amounts described in Section 4.08(a)(ii) shall be deemed distributed by REMIC I
to REMIC II in accordance with the priority assigned to the REMIC II
Certificates relative to that assigned to the REMIC I Certificates under Section
4.02(b).
(d) In determining from time to time the Uncertificated
REMIC I Regular Interest
Distribution Amounts, Realized Losses allocated to the Certificates under
Section 4.05 shall be allocated to the Uncertificated REMIC I Regular Interests
in the same amounts and priorities as allocated to the Corresponding
Certificates.
(e) On each Distribution Date, the Trustee shall be
deemed to distribute from
REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the REMIC II
Certificates the amounts distributable thereon, from the Uncertificated REMIC I
Regular Interest Distribution Amounts deemed to have been received by REMIC II
from REMIC I under this Section 4.08. 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 II Regular Interests.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC I
Regular Interests described in this Section 4.08, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee
or any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholders pursuant to the terms of such requirements.
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ARTICLE V
THE CERTIFICATES
Section 5.01The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D 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 and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates, other than the Class A-6, Class A-9, Class
A-10, Class A-V and Class R Certificates, shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 (or $1,000 in the case of
the Class A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess
thereof, except that one Certificate of each of the Class A-P, Class B-1 and
Class B-3 Certificates may be issued in a denomination equal to the denomination
set forth as follows for such Class or the sum of such denomination and an
integral multiple of $1,000:
Class A-P $25,817.05
Class B-2 $250,900.00
Class B-3 $250,903.64
The Class A-6 Certificates shall be issuable in minimum dollar
denominations of $2,000,000 Notional Amount and integral multiples of $1 in
excess thereof. The Class A-9 and Class A-10 Certificates shall be issuable in
minimum dollar denominations of $1,000 and integral multiples of $1,000 in
excess thereof. The Class A-V and Class R Certificates shall be issuable in
minimum denominations of not less than a 20% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-V Certificates);
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%.
Each Subclass of the Class A-V Certificates shall be issuable in minimum
denominations of not less than a 100% Percentage Interest, except as provided in
Section 5.01(c).
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) The Class A Certificates, other than the Class A-P and Class A-V
Certificates, and the Class M Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided below, registration of such 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 Certificate Owners shall hold their respective Ownership Interests
in and to each of the Class A Certificates, other than the Class A-P
Certificates and Class A-V Certificates, and the Class M 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
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imposed upon or to be performed by the Company in connection with the issuance
of the Definitive Certificates pursuant to this Section 5.01 shall be deemed to
be imposed upon and performed by the Trustee, and the Trustee and the Master
Servicer shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of
the Class A-V Certificates, may exchange such Holder's Class A-V Certificates
for Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated 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
II 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 REMIC II Regular Interests corresponding to
any Subclass, the initial Class A-V Subclass 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 REMIC II
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 transfer or 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 A-P, Class A-V, Class M, Class B or
Class R Certificate, upon satisfaction of the conditions set forth
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below, and in the case of any other Certificate, 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 and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), 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 J-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit K 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 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 L 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
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"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) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase or holding of such Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of 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 (ii) 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 J-1 (with respect to any Class B
Certificate), Exhibit J-2 (with respect to any Class M Certificate) or with a
certification to the effect set forth in paragraph fourteen of Exhibit I-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 Class M Certificate to
a Depository, or for any subsequent transfer of a Class M Certificate for so
long as such Certificate is a Book-Entry Certificate (each such 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").
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(iii) (A) If any Book-Entry Mezzanine 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 Certificate. The Trustee shall be under no
liability to any Person for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Book- Entry Mezzanine Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e) shall indemnify and hold
harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest
in a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such Person and to
negotiate the terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(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 I-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 I-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
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assigned to this Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest in a Class R
Certificate and (y) not to transfer its Ownership Interest unless it
provides a certificate to the Trustee in the form attached hereto as
Exhibit I-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 Regulation 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 I-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 Persons other than Permitted Transferees are prohibited.
(iii) (A) If any Person other than a Permitted Transferee 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 Regulation 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
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selected by the Master Servicer on such terms as the Master Servicer may choose.
Such purported Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of the Master
Servicer. The proceeds of such sale, net of the commissions (which may include
commissions payable to the Master Servicer or its Affiliates), expenses and
taxes due, if any, will be remitted by the Master Servicer to such purported
Transferee. The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is a Disqualified Organization,
including the information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation for
providing such information may be required by the Master Servicer from such
Person.
(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 Class A, Class M,
Class B or Class R 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), a 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 the Trust Fund to cease
to qualify as a REMIC and will not cause (x) the Trust Fund to be
subject to an entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is not a Permitted Transferee 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,
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 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 sum of the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate Interest thereon
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 one month's Accrued
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Certificate Interest thereon and any previously unpaid Accrued Certificate
Interest with respect thereto.
(d) In the event that 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.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Company and the Master Servicer
herein. By way of illustration and not limitation, the Company is not liable for
the servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full
effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R 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
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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 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
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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
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(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a voluntary case under,
any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(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.
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Upon the termination of Residential Funding as Master Servicer hereunder the
Company shall deliver to the Trustee a copy of the Program Guide.
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.
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Section 7.03. Notification to Certificateholders
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected
by a default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing 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 both REMIC I and REMIC II as REMICs under the REMIC
Provisions and (subject to Section 10.01(f)) to prevent the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either REMIC I or REMIC II 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
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correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee by the Company or the Master
Servicer and which on their face, do not contradict the requirements
of this Agreement;
(ii) The Trustee shall not be personally liable for
an error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of Certificateholders
of any Class holding Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge
of any default (other than a default in payment to the Trustee)
specified in clauses (i) and (ii) of Section 7.01 or an Event of
Default under clauses (iii), (iv) and (v) of Section 7.01 unless a
Responsible Officer of the Trustee assigned to and working in the
Corporate Trust Office obtains actual knowledge of such failure or
event or the Trustee receives written notice of such failure or
event at its Corporate Trust Office from the Master Servicer, the
Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend or
risk its own funds (including, without limitation, the making of any
Advance) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured
to it.
(d) The Trustee shall timely pay, from its own funds, the amount of
any and all federal, state and local taxes imposed on the Trust Fund or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and
as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.
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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), 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 of all Events of Default which may
have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document,
unless requested in writing so to do by Holders of Certificates of
any Class evidencing, as to such Class, Percentage Interests,
aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms
of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding.
The reasonable expense of every such examination shall be paid by
the Master Servicer, if an Event of Default shall have occurred and
is continuing, and otherwise by the Certificateholder requesting the
investigation;
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(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 either REMIC I
or REMIC II 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 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.
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(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 its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall
have given the Master Servicer written notice thereof promptly after
the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense,
the Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to
the contrary, the Master Servicer shall not be liable for settlement
of any claim by the Trustee entered into without the prior consent
of the Master Servicer which consent shall not be unreasonably
withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a
national banking association having its principal office in a state and city
acceptable to the Company and organized and doing
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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
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.
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(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 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
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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
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lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 12.01. 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 where Certificates may be surrendered for registration of transfer or
exchange. The Trustee initially designates its offices located at 14 Wall
Street, New York, New York, 10005 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address stated in Section
12.05(c) hereof where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.03, 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), as reduced by any Servicing Modification that constituted an
interest rate reduction 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 either REMIC I or
REMIC II 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 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
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shall, promptly following payment of the purchase price, release to the Master
Servicer or the Company, as applicable, the Mortgage Files pertaining to the
Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the Certificates is anticipated to be made
upon presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and in the case of the
Class A Certificates, Class M Certificates, Class B Certificates and
Class R 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 Class A, Class M, Class B and the Class R
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 one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution
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(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) In the event that 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. Termination of REMIC II.
REMIC II 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 Uncertificated REMIC I Regular Interests and the last distribution due on
the Class A, Class M, Class B and Class R-II Certificates is made.
Section 9.03. Additional Termination Requirements.
(a) REMIC I and REMIC II as the case may be, 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 REMIC I and REMIC II, as the case may be, to
comply with the requirements of this Section 9.03 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 either REMIC I or REMIC II 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 REMIC I and REMIC II ,as the case may be, and
specify the first day of such period in a statement
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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 REMIC I and
REMIC II, as the case may be, 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; provided, however, that in the event
that a calendar quarter ends after the commencement of the 90-day
liquidation period but prior to the Final Distribution Date, the
Master Servicer or the Company shall not purchase any of the assets
of the Trust Fund prior to the close of that calendar quarter.
(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 REMIC I and REMIC II at the expense of the
Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make elections to treat each of
REMIC I and REMIC II (other than the Initial Monthly Payment Fund) as a REMIC
under the Code and, if necessary, under applicable state law. Each 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 the REMIC I election in respect of the Trust Fund,
the Uncertificated REMIC I Regular Interests shall be designated as the "regular
interests" and the Class R-I Certificates shall be designated as the sole class
of "residual interest" in the REMIC I. For the purposes of the REMIC II election
in respect of the Trust Fund, the Class A Certificates (other than the Class A-V
Certificates), Class M Certificates and Class B Certificates and the
Uncertificated REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated a the sole class
of "residual interests" in REMIC II. The REMIC Administrator and the Trustee
shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in REMIC I or REMIC II other than the Uncertificated REMIC I
Regular Interests and the Class R-I Certificates and the REMIC II Certificates,
respectively.
(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 of all Class R-I Certificates and Class
R-II Certificates and shall be designated as "the tax matters person" with
respect to the Trust Fund 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 REMIC I and
REMIC II 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.
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(d) The REMIC Administrator shall prepare or cause to be prepared
all of the Tax Returns that it determines are required with respect to either
REMIC I or REMIC II 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, within their respective
control, as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of REMIC I and REMIC II 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 thereof as
REMICs 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 each of REMIC I and REMIC II 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 either REMIC I or REMIC II as a REMIC or (ii)
result in the imposition of a tax upon each of REMIC I and REMIC II (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 of REMIC I and REMIC II
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
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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 the REMIC I or REMIC II or their assets, or
causing REMIC I and REMIC II to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee will consult with the
Master Servicer or the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to REMIC I and REMIC II, and the Trustee shall not take
any such action or cause REMIC I and REMIC II 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 REMIC I or REMIC II or their assets 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 the Trust Fund created hereunder as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property" of REMIC I and
REMIC II as defined in Section 860G(c) of the Code, on any contributions to
REMIC I and REMIC II 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
otherwise (iii) 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 REMIC I and REMIC II on
a calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
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(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to REMIC I and REMIC II 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 REMIC I and
REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at any
time that any Certificates are outstanding or subject REMIC I and REMIC II 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 REMIC I and REMIC II will
receive a fee or other compensation for services nor permit either such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" of each "regular
interest" in REMIC II is May 25, 2029.
(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 REMIC I and REMIC II.
(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 REMIC I and REMIC II, (iii) the
termination of REMIC I and REMIC II 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 REMIC I and REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I and REMIC II 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 REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify REMIC I and REMIC II against such tax, cause the
Trust Fund to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
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Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including, without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company 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.
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ARTICLE XI
[Reserved]
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein
or therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable to
maintain the qualification of the Trust Fund as a REMIC at all times
that any Certificate is outstanding or to avoid or minimize the risk
of the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax
and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits
into the Custodial Account or the Certificate Account or to change
the name in which the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in no event be later
than the related Distribution Date, (B) such change shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (C) such change
shall not result in a reduction of the rating assigned to any Class
of Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting transfer
of the Class R-I Certificates and Class R-II Certificates, by virtue
of their being the "residual interests" in REMIC I and REMIC II,
respectively, 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 either the Trust Fund or any of the
Certificateholders (other than the
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transferor) to be subject to a federal tax caused by a transfer
to a Person that is not a Permitted Transferee, or
(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.
(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 either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any Certificate is
outstanding. The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities and this agreement or otherwise; provided however, such consent shall
not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 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.
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(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
Regulation 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 Class A
Certificateholders, the Class R 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) either REMIC I or
REMIC II 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 M (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 N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 12.02. 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
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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 12.03.Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less than
25% of the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
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Section 12.04. 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 12.05. 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 (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker, or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, One First National Plaza, Suite
IL-0126, Chicago, Illinois 60670-0126, Attention: Residential Funding
Corporation Series 1999-S13 or such other address as may hereafter be furnished
to the Company and the Master Servicer in writing by the Trustee, (d) in the
case of Fitch, One State Street Plaza, 32th Floor, New York, New York 10004, or
such other address as may hereafter be furnished to the Company, the Trustee and
the Master Servicer in writing by Fitch and (e) in the case of Standard &
Poor's, 25 Broadway, New York, New York 10004 or such other address as may be
hereafter furnished to the Company, Trustee and Master Servicer by Standard &
Poor's. 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 12.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable,
shall notify each Rating Agency, and the Subservicer at such time as it is
otherwise required pursuant to this Agreement to give notice of the occurrence
of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or
(j) below or provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the statements
described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority ownership of
the Trustee,
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(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation or
modification of coverage under any such instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to
Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account
or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall
to the Holders of any Class of Certificates resulting from the
failure by the Master Servicer to make an Advance pursuant to
Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 12.07. 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 12.08. 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 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
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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 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 REMIC I or REMIC II as REMICs or
(subject to Section 10.01(f)) result in the imposition of a tax upon REMIC I or
REMIC II (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy Pillar
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy Pillar
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of May, 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of May, 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]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 27th day of May, 1999 before me, a notary public in and for said
State, personally appeared _________________, known to me to be
a_____________________ of The First National Bank of Chicago, a national banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A 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 (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 MAY 27, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT 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 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 USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] [Pass-Through
Rate]
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
May 1,1999
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
June 25, 1999 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Corporation Balance] [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
May 25, 2029
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-S13
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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage 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] [Notional Amount] of this
Certificate by the aggregate Initial [Certificate Principal Balance] [Notional
Amount] of all Class A-___ 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 "Company," which term includes any
successor entity under the Agreement referred to below). The
A-2
<PAGE>
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago 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.
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] [Notional Amount] of this
Certificate is set forth above. The [Certificate Principal Balance] [Notional
Amount] hereof will be reduced to the extent of distributions allocable to
principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage 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.
A-3
<PAGE>
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
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
A-4
<PAGE>
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.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 27, 1999 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-6
<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 CLASS A
CERTIFICATES [,] [AND] CLASS R CERTIFICATES [,] [AND 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").
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE
INTERNAL REVENUE CODE (THE "CODE") AND STATING, AMONG OTHER THINGS, THAT THE
TRANSFEREE'S ACQUISITION OF A CLASS M 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 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 (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 SATISFIED 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:
<PAGE>
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
[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 MAY 27, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT 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 STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
May 1, 1999 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
[June 25, 1999]
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
[May 25, 2029]
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S13
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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage 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 Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of
B-3
<PAGE>
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.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M 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 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 (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").
B-4
<PAGE>
Notwithstanding the above, with respect to the transfer of this
Certificate to a Depository or any subsequent transfer or any interest in this
Certificate for as long as this Certificate is held by the Depository, (i)
neither an opinion of counsel nor a certification, each as described in the
foregoing paragraph, shall be required, and (ii) the following conditions shall
apply:
1. Any Transferee of this Certificate will be deemed to have
represented by virtue of its purchase or holding of this
Certificate (or interest herein) that either (a) such
Transferee is not a Plan Investor or (b) such Transferee
is a Complying Insurance Company; and
2. If this Certificate (or any interest herein) is acquired
or held in violation of the provisions of the preceding
paragraph, then the last preceding Transferee that either
(i) is not a Plan Investor or (ii) is a Complying
Insurance Company shall be restored, to the extent
permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of this Certificate. The Trustee shall be under
no liability to any Person for making any payments due on
this Certificate to such preceding Transferee.
Any purported Certificate Owner whose acquisition or holding of
this Certificate (or interest herein) was effected in violation of the
restrictions in Section 5.02(e) of the 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").
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
B-5
<PAGE>
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
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
B-6
<PAGE>
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 27, 1999 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-8
<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 ___________________ or 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 CLASS A
CERTIFICATES, CLASS R CERTIFICATES [,] [AND] CLASS M CERTIFICATES [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 CERTIFICATES] AS 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 IS PERMISSIBLE
UNDER APPLICABLE LAW, 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 POOLING AND SERVICING AGREEMENT (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 MAY 27, 1999. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT 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 STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
May 1, 1999
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
[June 25, 1999]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
[May 25, 2029]
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S13
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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage 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 Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National
C-2
<PAGE>
Bank of Chicago, 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 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
C-3
<PAGE>
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 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 by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more
C-4
<PAGE>
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.
C-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 25, 1999 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-6
<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 IS PERMISSIBLE
UNDER APPLICABLE LAW, 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 POOLING AND SERVICING AGREEMENT (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 FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE 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, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) 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
<PAGE>
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.
D-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class [R-I][R-II] Senior Aggregate Initial Certificate Principal
Balance of the Class [R-I][R-II]
Certificates: $100.00
Date of Pooling and Servicing Percentage Interest: ______%
Agreement and Cut-off Date:
May 1, 1999
First Distribution Date: Initial Certificate Principal
[June 25, 1999] Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
[May 25, 2029]
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S13
evidencing a percentage interest in any distributions allocable to the
Class [R-I][R-II] 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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage 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 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 Pooling and Servicing
Agreement dated as
D-3
<PAGE>
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
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
D-4
<PAGE>
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage 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.
D-5
<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.
D-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:May 27, 1999 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I][R-II] Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
D-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
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
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of May 1, 1999, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC., as company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together
with any successor in interest or any successor appointed hereunder, the
"Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of May 1, 1999,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1999-S13 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver
to the Trustee an Initial Certification in the form annexed hereto as Exhibit
One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of the
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
any updates with respect to any exceptions listed on Schedule A attached to the
Interim Certification. The Custodian shall be under no duty or obligation to
inspect, review or examine said documents, instruments, certificates or other
papers to determine that the same are genuine, enforceable, or appropriate for
the represented purpose or that they have actually been recorded or that they
are other than what they purport to be on their face. If in performing the
review required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be defective in any material
respect, the Custodian shall promptly so notify the Company, the Master Servicer
and the Trustee. Upon receipt of written notification from the Master Servicer,
signed by a Servicing Officer, that the Master Servicer or a Subservicer, as the
case may be, has made a deposit into the Certificate Account in payment for the
purchase of the related Mortgage Loan in an amount equal to the Purchase Price
for such Mortgage Loan, the Custodian shall release to the Master Servicer the
related Mortgage File.
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<PAGE>
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans that are not contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II
of the Pooling Agreement or payment in full of any Mortgage Loan, or 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 shall immediately
notify the Custodian by a Request for Release (in the form of Exhibit Four
attached hereto) and shall request delivery to it of the Mortgage File. The
Custodian agrees, upon receipt of such Request for Release, promptly to release
to the Master Servicer the related Mortgage File. The Master Servicer shall
deliver to the Custodian and the Custodian agrees to accept the Mortgage Note
and other documents constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release of a Servicing
Officer 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 of the Required
Insurance Policies. With such Request for Release, the Master Servicer shall
deliver to the Custodian a trust receipt signed by a Servicing Officer on behalf
of the Master Servicer, and upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian 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
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 to the Custodian 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 Custodian shall deliver the original Request for Release with
respect thereto to the Master
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<PAGE>
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian 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 Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be
E-4
<PAGE>
entitled to, reasonable compensation for all services rendered by it in the
exercise and performance of any of the powers and duties hereunder of the
Custodian, and the Master Servicer will pay or reimburse the Custodian upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Custodian 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), except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed upon it
as such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority shall be able to satisfy the other requirements contained in Section
3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
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.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
E-5
<PAGE>
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. 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
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
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 4.5. 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.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One First National Plaza, Suite IL1-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation
Series 1999-S13
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name: Randy Van Zee
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name: Timothy Pillar
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title: Trust Officer
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF _____)_______
On the 27th day of May, 1999, before me, a notary public in and
for said State, personally appeared ___________________, known to me to be a
_________________ of The First National Bank of Chicago, 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 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
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of May, 1999, before me, a notary public in and
for said State, personally appeared __________________ known to me to be a Trust
Officer of Norwest Bank Minnesota, 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 national banking association, and
acknowledged to me that such national banking association 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
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of May, 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of May, 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]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
May 27, 1999
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, California 92714
Attention: Residential Funding Corporation Series 1999-S13
Re: Custodial Agreement, dated as of May 1, 1999, by and among Bankers Trust
Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1999-S13
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original lost note affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1999
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, California 92714
Attention: Residential Funding Corporation Series 1999-S13
Re: Custodial Agreement, dated as of May 1, 1999, by and among Bankers Trust
Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1999-S13
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1999
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, California 92714
Attention: Residential Funding Corporation Series 1999-S13
Re: Custodial Agreement, dated as of May 1, 1999, by and among Bankers Trust
Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1999-S13
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (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 an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage 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) With respect to each Mortgage Loan other than a Cooperative
Loan, 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
<PAGE>
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;
(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
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<PAGE>
(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.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
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<PAGE>
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
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
E-6
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 05/21/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.27.47 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1999-S1 CUTOFF : 05/01/99
POOL : 0004375
:
:
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 #
______________________________________________________________________________
1725005 E22/K06 F 413,000.00 ZZ
360 408,962.38 1
2707 HOWARD GROVE ROAD 7.625 2,923.19 80
7.375 2,923.19 518,000.00
DAVIDSONVILLE MD 21035 2 03/26/98 00
0410765010 03 05/01/98 0
410765010 O 04/01/28
0
1729644 E22/K06 F 56,600.00 ZZ
360 56,032.92 1
803 FAIRFIELD AVENUE 7.500 395.76 75
7.250 395.76 75,500.00
LAPORTE IN 46350 2 03/20/98 00
0410728828 05 05/01/98 0
410728828 O 04/01/28
0
1733428 F53/K06 F 260,000.00 ZZ
360 257,198.61 1
1327 ASPEN DRIVE 7.125 1,751.67 80
6.875 1,751.67 325,000.00
PACIFICA CA 94044 1 03/18/98 00
0430877621 05 05/01/98 0
ASA0027STEV O 04/01/28
0
1751202 E22/K06 F 104,650.00 ZZ
360 103,699.80 1
513 ROYAL TREE LANE 8.000 767.88 70
7.750 767.88 149,558.00
OVIEDO FL 32765 1 03/31/98 00
0410530810 03 05/01/98 0
1
410530810 O 04/01/28
0
1760135 E22/K06 F 550,000.00 ZZ
360 545,903.44 1
3 CHESTER DRIVE 7.625 3,892.87 55
7.375 3,892.87 1,000,000.00
RYE NY 10580 2 06/10/98 00
0410815161 05 08/01/98 0
410815161 O 07/01/28
0
1766149 637/G01 F 217,500.00 ZZ
360 215,559.48 1
28 BALTUSROL WAY 7.125 1,465.34 75
6.875 1,465.34 290,000.00
SHORT HILLS NJ 07078 1 07/31/98 00
0431281435 05 09/01/98 0
13252465 O 08/01/28
0
1824112 A06/G01 F 227,000.00 ZZ
360 226,822.91 1
45884 ASHFORD CIRCLE 7.250 1,548.55 63
7.000 1,548.55 365,000.00
NOVI MI 48374 2 03/25/99 00
0431269521 05 05/01/99 0
001000009813976 O 04/01/29
0
1849633 E82/G01 F 250,000.00 ZZ
360 249,212.81 1
77 VALLEY ROAD 7.250 1,705.44 66
7.000 1,705.44 380,000.00
BEDFORD NY 10536 2 12/03/98 00
0400160370 05 02/01/99 0
0400160370 O 01/01/29
0
1855661 462/462 F 242,200.00 ZZ
360 240,465.11 1
27924 NORTH BALSAM COURT 7.000 1,611.36 95
6.750 1,611.36 254,990.00
VALENCIA CA 91354 1 11/05/98 04
0005577705 03 01/01/99 30
0005577705 O 12/01/28
0
1
1856042 L13/G01 F 255,000.00 ZZ
360 254,353.62 1
186 NORTH 500 EAST 6.875 1,675.17 85
6.625 1,675.17 300,000.00
LINDON UT 84042 2 01/08/99 10
0431181718 05 03/01/99 12
0000 O 02/01/29
0
1856502 F28/G01 F 316,000.00 T
360 314,109.38 1
19355 TURNBERRY WAY 6.875 2,075.90 80
6.625 2,075.90 395,000.00
AVENTURA FL 33180 2 09/24/98 00
0431153428 06 11/01/98 0
4091427 O 10/01/28
0
1856859 638/G01 F 111,150.00 ZZ
360 110,407.55 1
4551 DINOSAUR COURT 7.250 758.24 95
7.000 758.24 117,000.00
GREELEY CO 80634 2 11/11/98 10
0431174127 05 01/01/99 30
08810599 O 12/01/28
0
1859191 L82/G01 F 445,000.00 ZZ
360 444,003.05 1
15 LOS ROBLES DRIVE 7.500 3,111.50 66
7.250 3,111.50 675,000.00
CARMEL VALLEY CA 93924 5 01/07/99 00
0431183573 05 03/01/99 0
0000 O 02/01/29
0
1860669 K08/G01 F 267,000.00 ZZ
360 266,072.67 1
13132 PALM PLACE 6.750 1,731.76 77
6.500 1,731.76 350,000.00
CERRITOS CA 90703 2 12/22/98 00
0411187479 05 02/01/99 0
411187479 O 01/01/29
0
1863464 638/G01 F 87,750.00 ZZ
360 87,480.44 1
5554 STOMPING BOOTS AVENUE 7.375 606.07 80
7.125 606.07 109,700.00
1
LAS VEGAS NV 89118 1 12/23/98 00
0431173343 03 02/01/99 0
08830795 O 01/01/29
0
1864401 638/G01 F 290,200.00 ZZ
360 289,216.36 1
49 SCOTLAND DRIVE 6.875 1,906.41 95
6.625 1,906.41 305,477.00
EXETER TOWNSHIP PA 19606 1 12/30/98 10
0431174895 05 02/01/99 30
08838685 O 01/01/29
0
1864880 721/G01 F 290,300.00 ZZ
360 289,036.15 1
5565 WEST 70TH STREET 6.750 1,882.88 78
6.500 1,882.88 375,000.00
EDINA MN 55439 2 11/02/98 00
0431174549 09 01/01/99 0
7810077126 O 12/01/28
0
1870570 J95/J95 F 639,250.00 ZZ
360 637,186.91 1
10209 STONE BRIAR COURT 7.125 4,306.75 80
6.875 4,306.75 800,000.00
LAS VEGAS NV 89134 1 12/10/98 23
0016114670 03 02/01/99 0
0016114670 O 01/01/29
0
1872022 E82/G01 F 290,000.00 ZZ
360 289,181.53 1
6292 SOUTH NETHERLAND WAY 7.000 1,929.38 62
6.750 1,929.38 468,000.00
AURORA CO 80016 2 01/08/99 00
0400165361 05 03/01/99 0
1641305 O 02/01/29
0
1872521 A06/G01 F 276,000.00 ZZ
360 275,784.69 1
13151 LOOKOUT POINTE 7.250 1,882.81 57
7.000 1,882.81 485,000.00
SHELBY TOWNSHIP MI 48315 2 03/25/99 00
0431269083 05 05/01/99 0
001000009818244 O 04/01/29
0
1
1873009 638/G01 F 99,750.00 ZZ
360 99,520.89 1
1007 FLEETWOOD WAY 7.375 688.95 95
7.125 688.95 105,000.00
STOCKTON CA 95210 2 01/19/99 04
0431198191 05 03/01/99 30
08846640 O 02/01/29
0
1879035 638/G01 F 82,000.00 ZZ
360 81,811.67 1
611 ROSEWOOD DRIVE 7.375 566.35 80
7.125 566.35 103,000.00
SPRING TX 77381 1 01/26/99 00
0431215326 03 03/01/99 0
08844935 O 02/01/29
0
1879454 676/676 F 209,000.00 ZZ
360 208,828.68 1
1755 CALIFORNIA AVE 7.000 1,390.49 95
6.750 1,390.49 220,000.00
WAHIAWA HI 96786 2 03/18/99 01
850100315218 05 05/01/99 30
850100315218 O 04/01/29
0
1880457 F59/G01 F 307,000.00 ZZ
360 306,748.35 1
41 BRIDGECOURT LANE 7.000 2,042.48 60
6.750 2,042.48 520,000.00
CONCORD MA 01742 2 03/08/99 00
0431271535 05 05/01/99 0
0000 O 04/01/29
0
1881557 168/168 F 254,000.00 ZZ
240 251,075.49 1
86 BELLEWOOD DR 7.125 1,988.36 76
6.875 1,988.36 335,000.00
DOBBS FERRY NY 10522 2 10/16/98 00
0239922808 05 12/01/98 0
0239922808 O 11/01/18
0
1881768 A06/G01 F 348,000.00 ZZ
360 348,000.00 1
1
26151 HERSHEYVALE 7.250 2,373.98 80
7.000 2,373.98 435,000.00
FRANKLIN MI 48025 1 04/07/99 00
0431285253 05 06/01/99 0
001000990700 O 05/01/29
0
1881818 K79/G01 F 475,000.00 ZZ
360 474,638.56 1
193 BEACON STREET UNIT 1 7.375 3,280.71 50
7.125 3,280.71 950,000.00
BOSTON MA 02116 5 03/08/99 00
0431260777 01 05/01/99 0
KEANE O 04/01/29
0
1882082 664/G01 F 584,000.00 ZZ
360 582,068.37 1
2698 VIEWRIDGE DRIVE 7.000 3,885.37 80
6.750 3,885.37 730,000.00
CHINO HILLS CA 91709 2 12/23/98 00
0431288463 03 02/01/99 0
2965382 O 01/01/29
0
1882093 664/G01 F 132,000.00 ZZ
360 131,689.19 1
804 EAST 1100 NORTH 7.250 900.48 73
7.000 900.48 182,000.00
PLEASANT GROVE UT 84062 2 01/13/99 00
0431222488 05 03/01/99 0
2860138 O 02/01/29
0
1882562 A06/G01 F 308,000.00 ZZ
360 308,000.00 1
6590 HATCHERY 7.000 2,049.14 77
6.750 2,049.14 405,000.00
WATERFORD MI 48327 2 04/05/99 00
0431301407 05 06/01/99 0
001000009901660 O 05/01/29
0
1882863 F59/G01 F 280,000.00 ZZ
360 280,000.00 1
30 CONSTITUTION DR 6.750 1,816.07 62
6.500 1,816.07 455,000.00
SOUTHBOROUGH MA 01772 1 04/27/99 00
0431311190 05 06/01/99 0
1
LOGAN O 05/01/29
0
1882882 B98/G01 F 270,000.00 ZZ
360 270,000.00 1
706 CREE DRIVE 7.250 1,841.88 77
7.000 1,841.88 353,000.00
SAN JOSE CA 95123 2 04/06/99 00
0431286962 05 06/01/99 0
352507 O 05/01/29
0
1883111 L47/G01 F 206,900.00 ZZ
360 206,568.12 1
1036 RYAN'S RUN 7.125 1,393.92 90
6.875 1,393.92 229,962.00
BETHEL PA 19061 1 02/18/99 01
0431227230 03 04/01/99 20
240519 O 03/01/29
0
1883204 N63/G01 F 280,050.00 ZZ
360 279,820.44 1
25 CHASE RUN 7.000 1,863.18 90
6.750 1,863.18 313,987.00
STOUGHTON MA 02072 1 04/01/99 04
0431279975 05 05/01/99 25
0000 O 04/01/29
0
1883690 G34/G01 F 180,000.00 ZZ
360 179,848.78 1
1918 BERKSHIRE STREET 6.875 1,182.47 95
6.625 1,182.47 190,000.00
OXNARD CA 93033 2 03/15/99 04
0431304674 05 05/01/99 30
1030312 O 04/01/29
0
1883986 J73/G01 F 40,950.00 T
360 40,892.01 1
800 PARKVIEW DRIVE #801 7.750 293.37 70
7.500 293.37 58,500.00
HALLANDALE FL 33009 1 02/03/99 00
0431240670 01 04/01/99 0
9812045 O 03/01/29
0
1
1884117 664/G01 F 333,000.00 ZZ
360 332,176.34 1
11600 FLOWERWOOD COURT 7.000 2,215.46 75
6.750 2,215.46 445,000.00
MOORPARK CA 93021 2 01/29/99 00
0431284116 03 03/01/99 0
2985257 O 02/01/29
0
1885188 299/G01 F 382,000.00 ZZ
360 378,766.65 1
703 & 703 1/2 LAW STREET 7.500 2,671.00 59
7.250 2,671.00 650,000.00
SAN DIEGO CA 92109 2 04/06/98 00
0431240118 05 07/01/98 0
803610 O 06/01/28
0
1885401 624/G01 F 249,000.00 ZZ
360 249,000.00 1
1209 GLACIER DRIVE 7.500 1,741.04 78
7.250 1,741.04 320,000.00
MILPITAS CA 95035 2 03/25/99 00
0431281708 05 06/01/99 0
87504090226 O 05/01/29
0
1886273 A06/G01 F 173,500.00 T
360 173,500.00 1
1523 FLAGER AVE 7.375 1,198.33 41
7.125 1,198.33 430,530.00
KEY WEST FL 33040 2 04/21/99 00
0431305739 05 06/01/99 0
10700009817090 O 05/01/29
0
1886448 F53/G01 F 282,000.00 ZZ
360 281,558.69 1
8539 VIA GWYNN WAY 7.250 1,923.74 89
7.000 1,923.74 320,000.00
FAIR OAKS CA 95628 2 02/18/99 12
0431239409 05 04/01/99 25
ASA3074CROSS O 03/01/29
0
1886449 K21/G01 F 563,000.00 ZZ
360 563,000.00 1
6932 HIDDEN OAKS LANE 6.875 3,698.51 68
6.625 3,698.51 840,000.00
1
ORANGE CA 92869 2 04/16/99 00
0431301621 03 06/01/99 0
9910928 O 05/01/29
0
1886963 G41/G01 F 70,000.00 ZZ
360 69,903.34 1
17 PEROT AVENUE 7.875 507.55 68
7.625 507.55 103,000.00
CHERRY HILL NJ 08003 2 02/10/99 00
0431289511 05 04/01/99 0
60002462 O 03/01/29
0
1887439 E82/G01 F 468,000.00 ZZ
360 466,898.13 1
7377 ELEGANS PLACE 7.250 3,192.58 65
7.000 3,192.58 725,000.00
CARLSBAD CA 92009 2 01/22/99 00
0400167409 03 03/01/99 0
1636317 O 02/01/29
0
1887670 E82/G01 F 288,150.00 ZZ
360 287,919.57 1
8403 NORTHWEST ADAMS STREET 7.125 1,941.32 79
6.875 1,941.32 365,000.00
PORTLAND OR 97229 2 03/04/99 00
0400183042 03 05/01/99 0
1585842 O 04/01/29
0
1887959 638/G01 F 200,000.00 ZZ
360 199,671.18 1
3404 BRIDLE PATH 7.000 1,330.60 67
6.750 1,330.60 300,000.00
AUSTIN TX 78703 1 02/26/99 00
0431244615 05 04/01/99 0
08853735 O 03/01/29
0
1887962 731/G01 F 116,000.00 ZZ
360 115,818.48 1
2520 SNOWBIRD COURT 7.250 791.32 80
7.000 791.32 145,000.00
COLORADO SPRING CO 80918 2 02/22/99 00
0431246933 05 04/01/99 0
991684215 O 03/01/29
0
1
1888131 676/676 F 440,000.00 ZZ
360 438,544.60 1
1056 HOA STREET 7.000 2,927.34 80
6.750 2,927.34 550,000.00
HONOLULU HI 96825 1 12/18/98 00
7801310888 03 02/01/99 0
7801310888 O 01/01/29
0
1888505 L84/G01 F 279,000.00 ZZ
360 278,782.36 1
801 E CYPRESS AVE 7.250 1,903.27 80
7.000 1,903.27 350,000.00
BURBANK CA 91501 2 03/19/99 00
0431286855 05 05/01/99 0
99026 O 04/01/29
0
1888663 A06/G01 F 271,150.00 ZZ
360 270,938.47 1
20998 CHASE DR 7.250 1,849.73 80
7.000 1,849.73 338,981.00
NOVI MI 48375 1 03/15/99 00
0431259357 05 05/01/99 0
001000009902361 O 04/01/29
0
1888685 M86/G01 F 380,000.00 ZZ
360 380,000.00 1
39 ARLINGTON ROAD 7.000 2,528.15 57
6.750 2,528.15 675,200.00
BROOKLINE MA 02467 2 04/07/99 00
0431285725 05 06/01/99 0
990262 O 05/01/29
0
1888764 638/G01 F 110,500.00 ZZ
360 110,309.19 1
737 WOODSIDE DRIVE 6.750 716.70 68
6.500 716.70 163,000.00
WESTMINSTER MD 21157 2 02/24/99 00
0431248319 05 04/01/99 0
08856042 O 03/01/29
0
1889126 E82/G01 F 221,600.00 ZZ
360 221,409.21 1
1
211 SOUTH HELBERTA AVENUE 6.750 1,437.29 80
UNIT # 2 6.500 1,437.29 277,000.00
REDONDO BEACH CA 90277 2 03/10/99 00
0400184115 01 05/01/99 0
0400184115 O 04/01/29
0
1890449 E82/G01 F 291,500.00 ZZ
360 291,249.03 1
14 WOODLANDS LANE 6.750 1,890.66 73
6.500 1,890.66 400,000.00
WHITE PLAINS NY 10607 2 03/11/99 00
0400180550 05 05/01/99 0
0400180550 O 04/01/29
0
1890679 F62/F62 F 650,000.00 ZZ
360 649,505.40 1
2523 FISHER ISLAND DRIVE 7.375 4,489.39 57
7.125 4,489.39 1,150,000.00
FISHER ISLAND FL 33109 5 03/24/99 00
0000 01 05/01/99 0
0000 O 04/01/29
0
1890750 L84/G01 F 300,000.00 ZZ
360 300,000.00 1
23700 DRACO WAY 7.250 2,046.53 80
7.000 2,046.53 375,000.00
WEST HILLS CA 91307 2 04/05/99 00
0431294552 05 06/01/99 0
99043 O 05/01/29
0
1890810 M10/G01 F 386,000.00 ZZ
360 385,365.35 1
12055 PINE NEEDLE LANE 7.000 2,568.07 74
6.750 2,568.07 525,000.00
PINECREST FL 33156 5 02/01/99 00
0431281286 05 04/01/99 0
080677 O 03/01/29
0
1890854 964/G01 F 233,600.00 ZZ
360 233,408.52 1
21 COTORA 7.000 1,554.15 80
6.750 1,554.15 292,000.00
FOOTHILL RANCH CA 92610 1 03/26/99 00
0431278100 03 05/01/99 0
1
53224 O 04/01/29
0
1891384 A50/A50 F 278,400.00 ZZ
360 278,166.11 1
4214 HWY 24 6.875 1,828.89 80
6.625 1,828.89 350,000.00
STATESBORO GA 30458 1 03/04/99 00
119370 05 05/01/99 0
119370 O 04/01/29
0
1891431 B42/G01 F 167,000.00 ZZ
360 166,872.92 1
172 ELEU PLACE 7.375 1,153.43 74
7.125 1,153.43 228,000.00
KIHEI HI 96753 2 03/29/99 00
0431281294 05 05/01/99 0
35003 O 04/01/29
0
1891432 E48/G01 F 303,000.00 ZZ
360 300,901.02 1
1609 DIAMOND DRIVE 7.750 2,170.73 69
7.500 2,170.73 440,000.00
FRANKLIN TN 37064 5 11/24/98 00
0431308881 05 01/01/99 0
10980524 O 12/01/28
0
1891437 765/G01 F 325,000.00 ZZ
360 325,000.00 1
5165 MOUNT TAM CIRCLE 7.125 2,189.59 57
6.875 2,189.59 580,000.00
PLEASANTON CA 94588 5 04/09/99 00
0431304906 05 06/01/99 0
181156 O 05/01/29
0
1891976 H12/G01 F 382,400.00 ZZ
360 382,400.00 1
4104 NORTH 195 STREET 7.000 2,544.12 80
6.750 2,544.12 478,000.00
ELKHORN NE 68022 1 04/20/99 00
0431304740 05 06/01/99 0
0800009535001 O 05/01/29
0
1
1892087 026/G01 F 368,000.00 ZZ
360 367,690.83 1
1018 WISTERIA DR 6.875 2,417.50 80
6.625 2,417.50 460,000.00
FLORENCE SC 29501 1 03/15/99 00
0431285410 05 05/01/99 0
0200622692 O 04/01/29
0
1892115 E26/G01 F 253,500.00 ZZ
360 253,302.24 1
2401 NORTH SANTIAGO BOULEVARD 7.250 1,729.32 88
7.000 1,729.32 290,000.00
ORANGE CA 92867 2 03/01/99 11
0431297738 05 05/01/99 25
34900520 O 04/01/29
0
1892213 738/G01 F 402,000.00 ZZ
360 401,686.40 1
1608 SOFTWIND WAY 7.250 2,742.35 77
7.000 2,742.35 525,000.00
WILMINGTON NC 28403 2 03/26/99 00
0431283852 03 05/01/99 0
4955210 O 04/01/29
0
1892421 H19/G01 F 266,650.00 ZZ
360 266,436.75 1
2290 NORTH CARTER DRIVE 7.125 1,796.48 90
6.875 1,796.48 296,323.00
LEHI UT 84043 1 03/30/99 12
0431283183 05 05/01/99 25
0002132876 O 04/01/29
0
1892795 L13/G01 F 102,600.00 ZZ
360 102,600.00 1
906 RANCHO BOULEVARD 7.625 726.20 95
7.375 726.20 108,000.00
OGDEN UT 84404 2 04/08/99 10
0431286053 05 06/01/99 30
0000 O 05/01/29
0
1892938 003/G01 F 190,000.00 ZZ
360 189,848.06 1
1693 FERNLEAF CIRCLE 7.125 1,280.07 80
6.875 1,280.07 237,500.00
1
ATLANTA GA 30318 1 03/22/99 00
0431293398 05 05/01/99 0
10640092 O 04/01/29
0
1892960 757/G01 F 376,000.00 ZZ
360 375,691.79 1
250 DANBURY LANE 7.000 2,501.54 80
6.750 2,501.54 470,000.00
ATLANTA GA 30327 2 03/15/99 00
0431264803 05 05/01/99 0
8424152 O 04/01/29
0
1892963 822/G01 F 600,000.00 ZZ
360 600,000.00 1
85 GOOSENECK POINT ROAD 7.375 4,144.06 78
7.125 4,144.06 776,000.00
OCEANPORT NJ 07757 1 04/15/99 00
0431305648 05 06/01/99 0
1216000111 O 05/01/29
0
1893261 K65/G01 F 591,000.00 ZZ
360 590,515.56 1
3181 CHATHAM ROAD 7.000 3,931.94 54
6.750 3,931.94 1,100,000.00
ATLANTA GA 30305 5 03/31/99 00
0431288497 05 05/01/99 0
9900962B O 04/01/29
0
1893464 E82/G01 F 148,518.23 ZZ
343 147,611.66 1
S77 W 15470 FOXTAIL CIRCLE 7.375 1,039.91 80
7.125 1,039.91 187,500.00
MUSKEGO WI 53150 4 09/01/98 00
0400047445 05 11/01/98 0
0400047445 O 05/01/27
0
1893522 665/G01 F 300,000.00 ZZ
360 299,771.72 1
1461 CYPRESS COURT 7.375 2,072.03 93
7.125 2,072.03 323,000.00
GILROY CA 95020 1 03/01/99 10
0431280049 05 05/01/99 30
9901228544 O 04/01/29
0
1
1893538 J95/J95 F 125,600.00 ZZ
360 125,393.50 1
14106 GLEN CANON LANE 7.000 835.62 79
6.750 835.62 160,000.00
HOUSTON TX 77069 1 02/15/99 00
0013848270 03 04/01/99 0
0013848270 O 03/01/29
0
1893605 J95/J95 F 468,800.00 ZZ
360 467,849.78 1
10348 KINGSBRIDGE ROAD 7.000 3,118.94 63
6.750 3,118.94 750,000.00
ELLICOTT CITY MD 21042 2 02/22/99 00
9721697 03 04/01/99 0
9721697 O 03/01/29
0
1893751 L70/G01 F 350,000.00 ZZ
360 350,000.00 1
29 REGATTA WAY 7.250 2,387.62 75
7.000 2,387.62 470,000.00
DANA POINT CA 92629 5 04/09/99 00
0431288828 03 06/01/99 0
AAA9900020 O 05/01/29
0
1893803 J95/J95 F 296,500.00 ZZ
360 296,035.99 1
6808 POLO FARMS DRIVE 7.250 2,022.66 53
7.000 2,022.66 568,000.00
SUMMERFIELD NC 27358 2 02/23/99 00
0016605529 05 04/01/99 0
0016605529 O 03/01/29
0
1893843 F18/G01 F 585,000.00 ZZ
360 584,565.84 1
716 LAKEMEAD WAY 7.500 4,090.41 74
7.250 4,090.41 800,000.00
REDWOOD CITY CA 94062 2 03/18/99 00
0431279116 05 05/01/99 0
00616 O 04/01/29
0
1893851 069/G01 F 343,200.00 ZZ
360 342,918.68 1
1
5528 MARIALINDA STREET 7.000 2,283.32 80
6.750 2,283.32 429,000.00
TORRRENCE CA 90503 1 03/18/99 00
0431264845 05 05/01/99 0
2212337640 O 04/01/29
0
1893997 G97/G01 F 450,000.00 ZZ
360 450,000.00 1
44 BELLE MEADE 7.250 3,069.79 69
7.000 3,069.79 655,000.00
GROSSE POINTE MI 48236 5 04/16/99 00
0431303403 05 06/01/99 0
16047 O 05/01/29
0
1894021 676/676 F 280,000.00 ZZ
360 279,376.48 1
1172 WAIHOLO PLACE 7.000 1,862.85 53
6.750 1,862.85 530,000.00
HONOLULU HI 96821 1 03/05/99 00
576423931 05 05/01/99 0
576423931 O 04/01/29
0
1894024 E68/G01 F 196,000.00 ZZ
360 195,843.26 1
43319 LONGLEAF STREET 7.125 1,320.49 70
6.875 1,320.49 280,000.00
SOUTH RIDING VA 20152 1 03/19/99 00
0431277631 03 05/01/99 0
28891 O 04/01/29
0
1894100 E33/G01 F 406,900.00 ZZ
360 406,566.46 1
766 HIGHVIEW TERRACE 7.000 2,707.12 80
6.750 2,707.12 510,000.00
LAKE FOREST IL 60045 2 03/19/99 00
0431278852 05 05/01/99 0
349484852 O 04/01/29
0
1894163 L84/G01 F 285,000.00 ZZ
360 285,000.00 1
617 ROSELLI STREET 7.500 1,992.76 95
7.250 1,992.76 300,000.00
BURBANK CA 91501 1 04/06/99 10
0431284819 05 06/01/99 30
1
99051 O 05/01/29
0
1894222 069/G01 F 243,200.00 ZZ
360 243,010.27 1
2300 MAPLE AVENUE #45 7.250 1,659.06 80
7.000 1,659.06 304,000.00
TORRANCE CA 90503 1 03/15/99 00
0431266345 01 05/01/99 0
2362346252 O 04/01/29
0
1894334 E66/E66 F 400,000.00 T
360 398,258.57 1
117 MORATOCK POINT DRIVE 6.750 2,594.39 67
6.500 2,594.39 600,000.00
NEW LONDON NC 28127 2 11/30/98 00
600456113 03 01/01/99 0
600456113 O 12/01/28
0
1894342 E82/G01 F 283,000.00 ZZ
360 282,784.66 1
602 EAST SUNSET DRIVE 7.375 1,954.61 90
7.125 1,954.61 315,000.00
NORTH REDLANDS CA 92373 2 03/23/99 04
0400191672 05 05/01/99 25
0400191672 O 04/01/29
0
1894352 E66/E66 F 120,000.00 ZZ
360 119,802.71 1
5711 KOBACK DRIVE 7.000 798.36 85
6.750 798.36 142,000.00
DURHAM NC 27712 2 02/17/99 14
600477662 05 04/01/99 12
600477662 O 03/01/29
0
1894367 687/G01 F 277,500.00 ZZ
360 277,278.09 1
20 FLOSSMOOR 7.125 1,869.57 75
6.875 1,869.57 370,000.00
RANCHO SANTA MA CA 92679 5 03/09/99 00
0431284587 05 05/01/99 0
34900209 O 04/01/29
0
1
1894740 A50/A50 F 240,000.00 ZZ
360 239,633.64 1
518 WHITFIELD AVENUE 7.375 1,657.62 64
7.125 1,657.62 375,000.00
SAVANNAH GA 31406 2 02/22/99 00
120914 05 04/01/99 0
120914 O 03/01/29
0
1894834 664/G01 F 463,200.00 ZZ
360 462,820.31 1
206 EAST FOREST AVENUE 7.000 3,081.69 80
6.750 3,081.69 579,000.00
ARCADIA CA 91007 1 03/08/99 00
0431267046 05 05/01/99 0
3019726 O 04/01/29
0
1894862 J95/J95 F 246,500.00 ZZ
360 245,683.49 1
5717 158TH STREET SOUTHWEST 6.875 1,619.33 95
6.625 1,619.33 259,500.00
EDMONDS WA 98026 1 02/11/99 10
13922448 05 04/01/99 30
13922448 O 03/01/29
0
1894877 J95/J95 F 248,000.00 ZZ
360 247,582.09 1
7850 CREEK RIDGE DRIVE 6.875 1,629.19 76
6.625 1,629.19 330,000.00
BROWNSBURG IN 46112 2 02/22/99 00
0009690611 05 04/01/99 0
0009690611 O 03/01/29
0
1894887 J95/J95 F 297,200.00 ZZ
360 295,205.52 1
503 THE LANE 7.000 1,977.28 46
6.750 1,977.28 650,000.00
HINSDALE IL 60521 2 02/11/99 00
16571374 05 04/01/99 0
16571374 O 03/01/29
0
1894942 F42/G01 F 134,000.00 ZZ
360 133,895.46 1
34 HILLCREST BOULEVARD 7.250 914.12 75
7.000 914.12 180,000.00
1
WARREN NJ 07059 2 03/19/99 00
0431271576 03 05/01/99 0
NJ00546 O 04/01/29
0
1895046 J95/J95 F 208,700.00 ZZ
360 208,170.95 1
6171 OTTER RUN COURT 6.875 1,371.02 80
6.625 1,371.02 260,900.00
CLIFTON VA 20124 1 01/27/99 00
0016492126 03 03/01/99 0
0016492126 O 02/01/29
0
1895048 N63/G01 F 300,000.00 ZZ
360 300,000.00 1
118 CARY AVE 7.250 2,046.53 63
7.000 2,046.53 478,750.00
MILTON MA 02186 1 04/26/99 00
0431309079 05 06/01/99 0
0000 O 05/01/29
0
1895080 M11/G01 F 296,000.00 ZZ
360 295,774.77 1
6484 ELM CREST COURT 7.375 2,044.40 80
7.125 2,044.40 370,000.00
FORT WORTH TX 76132 1 03/29/99 00
0431282235 03 05/01/99 0
001301 O 04/01/29
0
1895118 685/G01 F 558,400.00 ZZ
360 557,930.87 1
14276 MULHOLLAND DRIVE 6.875 3,668.30 80
6.625 3,668.30 698,000.00
LOS ANGELES CA 90077 1 03/10/99 00
0431280197 05 05/01/99 0
117486 O 04/01/29
0
1895204 J95/J95 F 121,120.00 ZZ
360 120,920.86 1
105 ASHLEY LANE 7.000 805.81 80
6.750 805.81 151,400.00
WEATHERFORD TX 76086 1 02/05/99 00
0013953070 05 04/01/99 0
0013953070 O 03/01/29
0
1
1895233 J95/J95 F 442,900.00 ZZ
360 442,554.49 1
28485 GRANVILLE LANE 7.250 3,021.36 57
7.000 3,021.36 785,000.00
TRAPPE MD 21673 2 03/10/99 00
9705302 05 05/01/99 0
9705302 O 04/01/29
0
1895286 E48/E48 F 910,000.00 ZZ
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NASHVILLE TN 37215 5 02/12/99 00
01990704 05 04/01/99 0
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0
1895326 687/G01 F 356,000.00 ZZ
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26703 INDIAN PEAK ROAD 7.000 2,368.48 75
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RANCHO PALOS VE CA 90275 5 03/17/99 00
0431270958 05 05/01/99 0
34900624 O 04/01/29
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1895344 638/G01 F 165,200.00 ZZ
360 165,064.59 1
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FAIRFAX VA 22032 1 03/19/99 00
0431269471 05 05/01/99 0
08862228 O 04/01/29
0
1895350 J95/J95 F 276,400.00 ZZ
360 275,008.14 1
3414 FOOTHILL PARKWAY 7.000 1,838.90 48
6.750 1,838.90 576,000.00
AUSTIN TX 78731 5 01/19/99 00
0012871778 05 03/01/99 0
0012871778 O 02/01/29
0
1895387 J95/J95 F 373,000.00 ZZ
360 372,709.02 1
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FRANKTOWN CO 80116 2 03/02/99 00
0014205447 05 05/01/99 0
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1895453 664/G01 F 327,500.00 ZZ
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1816 MALTMAN AVENUE 7.125 2,206.43 63
6.875 2,206.43 525,000.00
LOS ANGELES CA 90026 2 02/18/99 00
0431275361 05 04/01/99 0
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1895528 N85/G01 F 285,000.00 ZZ
360 285,000.00 1
241 PACIFIC STREET 7.250 1,944.20 70
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SANTA MONICA CA 90405 2 04/05/99 00
0431285428 05 06/01/99 0
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1895532 L81/G01 F 152,000.00 ZZ
360 152,000.00 1
1941 MEYER PLACE 7.250 1,036.91 78
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COSTA MESA CA 92627 2 04/07/99 00
0431308634 05 06/01/99 0
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6545 10TH AVENUE NW 7.000 1,117.71 80
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SEATTLE WA 98117 1 03/05/99 00
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MORRISVILLE NC 27560 1 03/30/99 00
0431267491 05 05/01/99 0
1
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BURLINGAME CA 94010 2 03/18/99 00
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NEWTOWN CT 06470 1 03/23/99 00
0431275197 05 05/01/99 0
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SYKESVILLE MD 21784 1 03/26/99 00
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AURORA OR 97002 2 03/11/99 14
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1895708 638/G01 F 150,000.00 ZZ
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PORTLAND OR 97214 1 03/10/99 00
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1
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SCHAUMBURG IL 60173 2 02/22/99 00
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SHADY SHORES TX 76208 1 04/14/99 00
0431290295 03 06/01/99 0
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1895812 L81/G01 F 300,000.00 ZZ
360 300,000.00 1
11746 MIRA LAGO WAY 7.375 2,072.03 75
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SAN DIEGO CA 92131 5 04/14/99 00
0431294388 05 06/01/99 0
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1895825 J95/J95 F 230,750.00 ZZ
360 230,370.60 1
804 MELODY COURT SE 7.000 1,535.19 80
6.750 1,535.19 288,438.00
LEESBURG VA 20175 1 02/23/99 00
0009602046 03 04/01/99 0
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1895889 638/G01 F 216,800.00 ZZ
360 216,639.10 1
6308 NORTH SPRUCE 7.500 1,515.90 80
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KANSAS CITY MO 64119 1 03/19/99 00
0431272970 03 05/01/99 0
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1895919 026/G01 F 265,000.00 ZZ
360 264,777.36 1
768 VININGS ESTATES DR. 6.875 1,740.87 75
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MABLETON GA 30126 2 03/23/99 00
0431277342 03 05/01/99 0
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1895923 638/G01 F 120,500.00 ZZ
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SALT LAKE CITY UT 84117 2 03/23/99 00
0431273960 05 05/01/99 0
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1895926 687/G01 F 268,000.00 ZZ
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ANNAPOLIS MD 21401 1 03/23/99 00
0431308220 03 05/01/99 0
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1895933 638/G01 F 105,000.00 ZZ
360 104,913.93 1
3426 SOUTH FLEETWOOD DRIVE 7.000 698.57 48
6.750 698.57 220,000.00
SALT LAKE CITY UT 84109 2 03/24/99 00
0431272798 05 05/01/99 0
08868271 O 04/01/29
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1896003 B57/G01 F 252,000.00 ZZ
360 251,803.41 1
4633 CANOGA AVENUE 7.250 1,719.09 80
7.000 1,719.09 315,000.00
LOS ANGELES CA 91364 1 03/23/99 00
0431278951 05 05/01/99 0
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0
1896010 B57/G01 F 258,750.00 ZZ
360 258,532.61 1
6125 ACACIA STREET 6.875 1,699.81 75
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LOS ANGELES CA 90056 5 03/18/99 00
0431272194 05 05/01/99 0
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0
1
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360 369,696.71 1
1043 BERKELEY AVENUE 7.000 2,461.62 74
6.750 2,461.62 500,000.00
MENLO PARK CA 94025 5 03/16/99 00
0431283837 05 05/01/99 0
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0
1896023 B57/G01 F 424,000.00 ZZ
360 423,669.24 1
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LOS ANGELES CA 91423 1 03/19/99 00
0431279512 05 05/01/99 0
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0
1896030 624/G01 F 61,700.00 ZZ
360 61,651.87 1
373 COTTONWOOD DRIVE 7.250 420.90 94
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RICHLAND WA 99352 2 03/18/99 11
0431275718 05 05/01/99 30
85045190083 O 04/01/29
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1896097 664/G01 F 592,000.00 ZZ
360 591,538.19 1
3831 PASEO DE LAS TORTUGAS 7.250 4,038.48 80
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TORRANCE CA 90505 1 03/03/99 00
0431280718 05 05/01/99 0
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1896144 P86/G01 F 226,350.00 ZZ
360 226,182.02 1
856 DEBRA STREET 7.500 1,582.67 80
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LIVERMORE CA 94550 1 03/17/99 00
0431298504 03 05/01/99 0
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0
1896205 026/G01 F 345,000.00 ZZ
360 344,724.11 1
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4070 PARAN POINTE DRIVE 7.125 2,324.33 56
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NW ATLANTA GA 30327 2 03/25/99 00
0431276450 05 05/01/99 0
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1896211 822/G01 F 499,000.00 ZZ
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DOYLESTOWN PA 18901 5 04/14/99 00
0431302769 05 06/01/99 0
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1896216 956/G01 F 251,300.00 ZZ
360 251,103.96 1
6789 BEAR CREEK DRIVE 7.250 1,714.31 80
7.000 1,714.31 314,191.00
LIVERMORE CA 94550 1 03/15/99 00
0431290428 05 05/01/99 0
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0
1896225 956/G01 F 318,000.00 ZZ
360 317,739.34 1
2456 HIGHLAND HILLS DRIVE 7.000 2,115.66 44
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EL DORADO HILLS CA 95762 2 03/11/99 00
0431292226 05 05/01/99 0
309030124 O 04/01/29
0
1896234 575/G01 F 568,000.00 ZZ
360 567,545.77 1
9631 SLOMAN PLACE 7.125 3,826.73 74
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RICHMOND VA 23233 2 03/24/99 00
0431271584 03 05/01/99 0
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1896238 575/G01 F 232,000.00 ZZ
360 231,840.33 1
109 WEST LINKS 7.875 1,682.17 70
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WILLIAMSBURG VA 23188 1 03/26/99 00
0431273234 03 05/01/99 0
1
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1896263 B57/G01 F 300,000.00 ZZ
360 299,765.97 1
10341 EDGEBROOK WAY 7.250 2,046.53 63
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LOS ANGELES CA 91326 1 03/25/99 00
0431278936 03 05/01/99 0
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1896313 G52/G01 F 182,500.00 ZZ
360 182,342.87 1
550 KAIKOO PLACE 6.750 1,183.69 72
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WAILUKU HI 96793 2 03/23/99 00
0431282417 05 05/01/99 0
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1896322 J95/J95 F 322,400.00 ZZ
360 321,882.83 1
755 IVY LANE 7.125 2,172.07 80
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GLENCOE IL 60022 1 03/01/99 00
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1896358 J95/J95 F 328,000.00 ZZ
360 327,756.58 1
12601 BRICKSTONE COURT 7.500 2,293.42 88
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OKLAHOMA CITY OK 73142 2 03/05/99 04
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1896363 J95/J95 F 650,000.00 ZZ
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6900 TRAVELERS REST CIRCLE 6.750 4,215.89 74
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EASTON MD 21601 2 02/17/99 00
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PORTLAND OR 97201 1 03/04/99 12
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10100 NEW LONDON DRIVE 7.250 3,192.58 59
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POTOMAC MD 20854 2 03/31/99 00
0400191086 05 05/01/99 0
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1896416 638/G01 F 500,000.00 ZZ
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PLANO TX 75093 1 03/23/99 00
0431274307 05 05/01/99 0
8862349 O 04/01/29
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1896424 808/G01 F 186,400.00 ZZ
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818 NORTH EASLEY CANYON ROAD 7.500 1,303.34 61
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GLENDORA CA 91741 2 03/08/99 00
0431277482 05 05/01/99 0
9309837 O 04/01/29
0
1896427 638/G01 F 335,950.00 ZZ
360 335,674.63 1
19033 HILLCREST DRIVE 7.000 2,235.08 70
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WOODLAND CA 95695 2 03/22/99 00
0431274323 05 05/01/99 0
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1896428 808/G01 F 390,000.00 ZZ
360 389,672.35 1
4 GRENELLE 6.875 2,562.03 67
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NEWPORT COAST A CA 92657 2 03/08/99 00
0431277128 03 05/01/99 0
9309635 O 04/01/29
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1896434 808/G01 F 305,500.00 ZZ
360 305,267.53 1
3360 GARRETSON AVENUE 7.375 2,110.02 80
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CORONA CA 91719 1 03/08/99 00
0431280759 05 05/01/99 0
9309423 O 04/01/29
0
1896487 956/G01 F 249,000.00 ZZ
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BLAINE COUNTY ID 83333 2 03/15/99 00
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1309020215 O 04/01/29
0
1896496 956/G01 F 300,000.00 ZZ
360 299,765.97 1
6532 EATON COURT 7.250 2,046.53 69
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GRANITE BAY CA 95746 5 03/12/99 00
0431279132 05 05/01/99 0
309030150 O 04/01/29
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1896498 956/G01 F 324,750.00 ZZ
360 324,477.17 1
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SAN JOSE CA 95120 1 03/09/99 00
0431284199 05 05/01/99 0
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1896499 956/G01 F 251,000.00 ZZ
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SAN LUIS OBISPO CA 93401 2 03/11/99 00
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CHICAGO IL 60613 1 02/25/99 00
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1896539 J95/J95 F 401,000.00 ZZ
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1896547 757/G01 F 266,000.00 ZZ
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GLENVILLE NC 28736 5 03/29/99 00
0431275833 05 06/01/99 0
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1896548 J95/J95 F 260,000.00 ZZ
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1896553 J95/J95 F 269,000.00 ZZ
360 268,334.63 1
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SALEM OR 97304 2 01/06/99 00
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1896560 J95/J95 F 380,000.00 ZZ
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LAS VEGAS NV 89107 5 03/01/99 00
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1896564 637/G01 F 176,000.00 ZZ
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MONROVIA CA 91016 2 03/10/99 00
0431282011 05 05/01/99 0
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1896566 637/G01 F 400,000.00 ZZ
360 399,695.63 1
17467 ALMOND ROAD 7.375 2,762.70 74
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CASTRO VALLEY CA 94546 2 03/16/99 00
0431281922 05 05/01/99 0
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1896568 637/G01 F 359,950.00 ZZ
360 359,654.95 1
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LOS GATOS CA 95030 1 03/16/99 00
0431281955 05 05/01/99 0
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1896587 975/G01 F 382,750.00 ZZ
360 382,443.92 1
1735 NORTH SANTA ANITA AVENUE 7.125 2,578.66 70
6.875 2,578.66 546,800.00
ARCADIA CA 91006 1 03/19/99 00
0431279553 05 05/01/99 0
1
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1896608 J95/J95 F 343,550.00 ZZ
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ENGLEWOOD CO 80111 2 03/01/99 00
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1896613 J95/J95 F 350,000.00 ZZ
360 349,424.54 1
360 GRIMSEL PASS ROAD 7.000 2,328.56 70
6.750 2,328.56 500,000.00
HOMEWOOD CA 96141 5 02/19/99 00
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1896616 J95/J95 F 276,000.00 ZZ
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CAVE CREEK AZ 85331 1 03/04/99 10
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NIPOMO CA 93444 2 03/18/99 00
0431278944 05 05/01/99 0
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1896661 J95/J95 F 349,300.00 ZZ
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5435 SW WASHINGTON COURT 7.250 2,382.85 77
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LAKE OSWEGO OR 97035 5 01/13/99 00
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4 LYNBROOK COURT 6.750 2,184.15 75
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HUNTINGTON NY 11743 5 03/08/99 00
0431279702 05 05/01/99 0
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1896668 J95/J95 F 289,000.00 ZZ
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15007 SOUTH 6TH PLACE 6.750 1,874.45 69
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PHOENIX AZ 85048 2 02/19/99 00
0013889084 03 04/01/99 0
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1896670 J95/J95 F 286,000.00 ZZ
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MESA AZ 85205 2 02/22/99 00
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1896677 J95/J95 F 520,000.00 ZZ
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SACRAMENTO CA 95816 2 03/02/99 00
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FORT WASHINGTON MD 20744 2 03/06/99 10
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1574 WAXWING AVENUE 6.625 1,856.91 67
6.375 1,856.91 439,000.00
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SUNNYVALE CA 94087 5 03/16/99 00
0431284033 05 05/01/99 0
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1896702 J95/J95 F 360,000.00 ZZ
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1305 LAKEVIEW DR 6.875 2,364.95 79
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BRANSON MO 65616 5 02/24/99 00
0016606915 05 04/01/99 0
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1896710 J95/J95 F 487,700.00 ZZ
360 486,898.14 1
6111 NORTH CAMELBACK MANOR 7.000 3,244.68 66
DRIVE 6.750 3,244.68 750,000.00
PARADISE VALLEY AZ 85253 2 02/22/99 00
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360 250,577.05 1
2902 SITKA COURT 6.875 1,648.89 87
6.625 1,648.89 290,000.00
ROCKLIN CA 95765 2 02/23/99 10
0014271928 05 04/01/99 25
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0
1896729 J95/J95 F 360,000.00 ZZ
360 359,436.62 1
3359 NW 123RD PLACE 7.250 2,455.84 69
7.000 2,455.84 525,000.00
PORTLAND OR 97229 2 02/23/99 00
0016607590 03 04/01/99 0
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0
1896734 J95/J95 F 270,000.00 ZZ
360 269,784.08 1
2700 WEST NEWELL AVENUE 7.125 1,819.05 90
6.875 1,819.05 300,000.00
WALNUT CREEK CA 94596 1 03/08/99 10
0016676264 05 05/01/99 25
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0
1
1896736 J95/J95 F 438,000.00 ZZ
360 437,188.94 1
2670 OLD MILITARY ROAD 6.750 2,840.86 74
6.500 2,840.86 599,000.00
CENTRAL POINT OR 97502 2 02/26/99 00
0016627572 05 04/01/99 0
0016627572 O 03/01/29
0
1896817 811/G01 F 356,000.00 ZZ
360 355,715.31 1
1914 CRESTMONT DRIVE 7.125 2,398.44 80
6.875 2,398.44 445,000.00
SAN JOSE CA 95124 1 03/25/99 00
0431277375 05 05/01/99 0
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0
1896843 638/G01 F 358,400.00 ZZ
360 358,113.39 1
300 LORRAINE STREET 7.125 2,414.61 80
6.875 2,414.61 448,000.00
GLEN ELLYN IL 60137 1 03/29/99 00
0431280544 05 05/01/99 0
8854618 O 04/01/29
0
1896851 637/G01 F 324,800.00 ZZ
360 324,546.62 1
3648 GLEASON AVENUE 7.250 2,215.71 80
7.000 2,215.71 406,000.00
SAN JOSE CA 95130 1 03/16/99 00
0431284173 05 05/01/99 0
0010971919 O 04/01/29
0
1896858 637/G01 F 414,400.00 ZZ
360 414,060.31 1
1088 CHESHIRE CIRCLE 7.000 2,757.02 80
6.750 2,757.02 518,000.00
DANVILLE CA 94506 1 03/03/99 00
0431280981 05 05/01/99 0
0010185122 O 04/01/29
0
1896861 637/G01 F 258,000.00 ZZ
360 257,793.68 1
1
25051 YOSHIDA DRIVE 7.125 1,738.20 80
6.875 1,738.20 323,000.00
HAYWARD CA 94545 1 03/19/99 00
0431281963 05 05/01/99 0
0010189215 O 04/01/29
0
1896891 M11/G01 F 225,000.00 ZZ
360 224,820.07 1
4939 BRIARCLIFF ROAD 7.125 1,515.87 69
6.875 1,515.87 330,000.00
MEMPHIS TN 38117 1 03/31/99 00
0431283126 05 05/01/99 0
001254 O 04/01/29
0
1896972 956/G01 F 480,000.00 ZZ
360 479,171.14 1
731 LEXINGTON AVENUE 6.750 3,113.27 80
6.500 3,113.27 600,000.00
COPPELL TX 75019 5 02/26/99 00
0431280106 05 04/01/99 0
1609020211 O 03/01/29
0
1896975 956/G01 F 445,000.00 ZZ
360 444,635.23 1
505 LOCH LOMOND COURT 7.000 2,960.60 69
6.750 2,960.60 650,000.00
MILPITAS CA 95035 2 03/17/99 00
0431279520 05 05/01/99 0
1809010172 O 04/01/29
0
1896977 956/G01 F 484,700.00 ZZ
240 483,769.55 1
6481 SOUTH JACKSON RD 7.000 3,757.87 72
6.750 3,757.87 680,000.00
JACKSON MI 49201 2 03/05/99 00
0431279330 05 05/01/99 0
908120151 O 04/01/19
0
1896984 B57/G01 F 540,000.00 ZZ
360 539,546.33 1
5084COMMONWEALTH AVENUE 6.875 3,547.42 68
6.625 3,547.42 800,000.00
LA CANADA FLINT CA 91011 2 03/30/99 00
0431279595 05 05/01/99 0
1
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0
1896989 B57/G01 F 285,000.00 ZZ
360 284,788.48 1
9717 NESTLE AVENUE 7.500 1,992.77 95
7.250 1,992.77 300,000.00
LOS ANGELES CA 91325 1 03/25/99 01
0431278811 05 05/01/99 30
9910333 O 04/01/29
0
1896993 J95/J95 F 363,100.00 ZZ
360 362,794.95 1
227 NINTH STREET 6.875 2,385.31 80
6.625 2,385.31 455,000.00
WILMETTE IL 60091 2 03/05/99 00
0016586083 05 05/01/99 0
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0
1896995 J95/J95 F 310,000.00 ZZ
360 309,745.89 1
4211 WILLOW CREEK ROAD 7.000 2,062.44 45
6.750 2,062.44 690,000.00
CASTLE ROCK CO 80104 5 03/05/99 00
0016666828 05 05/01/99 0
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0
1896996 J95/J95 F 439,500.00 ZZ
360 438,777.38 1
150 CENTRE STREET 7.000 2,924.01 44
6.750 2,924.01 1,000,000.00
DOVER MA 02030 2 03/05/99 00
0016590077 05 04/01/99 0
0016590077 O 03/01/29
0
1897001 956/G01 F 257,000.00 ZZ
360 256,566.94 1
21820 NORTHEAST 137TH STREET 6.875 1,688.31 43
6.625 1,688.31 608,000.00
WOODINVILLE WA 98072 2 02/18/99 00
0431279421 03 04/01/99 0
1309020056 O 03/01/29
0
1
1897006 956/G01 F 300,000.00 ZZ
360 299,741.71 1
1725 CARLETON STREET 6.750 1,945.79 80
6.500 1,945.79 375,000.00
BERKELEY CA 94703 1 03/01/99 00
0431280155 05 05/01/99 0
209010257 O 04/01/29
0
1897008 B60/G01 F 277,500.00 ZZ
360 277,278.09 1
1 VIA BERRENDO 7.125 1,869.57 75
6.875 1,869.57 370,000.00
RANCHO SANTA MA CA 92688 5 03/12/99 00
0431279843 03 05/01/99 0
266388 O 04/01/29
0
1897009 956/G01 F 324,000.00 ZZ
360 323,467.29 1
141 WHELAN COURT 7.000 2,155.58 80
6.750 2,155.58 405,000.00
MOUNTAIN VIEW CA 94043 1 02/10/99 00
0431279967 07 04/01/99 0
209010615 O 03/01/29
0
1897010 J95/J95 F 367,500.00 ZZ
360 367,220.36 1
966 FERNCLIFF ROAD NE 7.375 2,538.23 74
7.125 2,538.23 500,000.00
ATLANTA GA 30324 2 03/05/99 00
0014292239 05 05/01/99 0
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0
1897013 956/G01 F 300,000.00 ZZ
360 299,754.09 1
52 W BIRCHCROFT STREET 7.000 1,995.91 80
6.750 1,995.91 378,365.00
ARCADIA CA 91007 1 03/16/99 00
0431279835 05 05/01/99 0
509020105 O 04/01/29
0
1897022 J95/J95 F 532,300.00 ZZ
360 531,403.03 1
35 CAMARGO CANYON 6.875 3,496.84 71
6.625 3,496.84 750,000.00
1
MADIERA OH 45243 2 02/26/99 00
0016608218 03 04/01/99 0
0016608218 O 03/01/29
0
1897025 J95/J95 F 260,000.00 ZZ
360 259,807.04 1
25744 HARVEY ROAD 7.500 1,817.96 80
7.250 1,817.96 325,000.00
GRASS VALLEY CA 95949 1 03/02/99 00
0014170336 05 05/01/99 0
0014170336 O 04/01/29
0
1897028 J95/J95 F 360,000.00 ZZ
360 359,690.04 1
10415 DOMINION VALLY DRIVE 6.750 2,334.96 80
6.500 2,334.96 450,000.00
FAIRFAX STATION VA 22039 1 03/12/99 00
0016602427 05 05/01/99 0
0016602427 O 04/01/29
0
1897029 J95/J95 F 299,300.00 ZZ
360 298,831.63 1
14736 EXCALIBER DRIVE 7.250 2,041.75 67
7.000 2,041.75 447,000.00
MORGAN HILL CA 95037 5 02/23/99 00
0013912373 05 04/01/99 0
0013912373 O 03/01/29
0
1897033 J95/J95 F 297,000.00 ZZ
360 296,523.59 1
15944 E 94TH HIGHWAY 7.125 2,000.94 90
6.875 2,000.94 330,000.00
ROGERS AR 72758 2 02/22/99 04
0013740923 05 04/01/99 25
0013740923 O 03/01/29
0
1897052 J95/J95 F 274,550.00 ZZ
360 274,098.59 1
5815 MILL BRANCH ROAD 7.000 1,826.59 95
6.750 1,826.59 289,000.00
HUNTINGTON MD 20639 1 02/12/99 10
0009479163 05 04/01/99 30
0009479163 O 03/01/29
0
1
1897055 J95/J95 F 300,000.00 ZZ
360 299,777.36 1
23 RAINBOW FALLS 7.500 2,097.64 80
7.250 2,097.64 375,000.00
IRVINE CA 92612 2 03/05/99 00
0013996236 01 05/01/99 0
0013996236 O 04/01/29
0
1897058 J95/J95 F 264,000.00 ZZ
360 263,555.13 1
18632 136TH PLACE SOUTHEAST 6.875 1,734.30 79
6.625 1,734.30 335,000.00
RENTON WA 98058 5 02/17/99 00
0016615312 03 04/01/99 0
0016615312 O 03/01/29
0
1897061 637/G01 F 212,000.00 ZZ
360 211,651.42 1
39 EDGEWOOD ROAD 7.000 1,410.45 70
6.750 1,410.45 303,000.00
BEDMINSTER NJ 07921 2 02/24/99 00
0431276534 01 04/01/99 0
0013279195 O 03/01/29
0
1897073 J95/J95 F 315,000.00 ZZ
360 314,494.71 1
18 INWOOD LANE 7.125 2,122.21 74
6.875 2,122.21 429,000.00
ANDOVER MA 01810 2 02/19/99 00
0013827159 05 04/01/99 0
0013827159 O 03/01/29
0
1897077 J95/J95 F 462,000.00 ZZ
360 461,221.49 1
28122 OAKLANDS CIRCLE 6.875 3,035.02 73
6.625 3,035.02 635,000.00
EASTON MD 21601 5 02/22/99 00
0009703505 05 04/01/99 0
0009703505 O 03/01/29
0
1897084 J95/J95 F 270,000.00 ZZ
360 269,778.68 1
1
10 CHARTHOUSE COVE 7.000 1,796.32 75
6.750 1,796.32 363,340.00
BUENA PARK CA 90621 1 03/01/99 00
0014328751 03 05/01/99 0
0014328751 O 04/01/29
0
1897086 E45/G01 F 285,000.00 ZZ
360 284,564.95 1
4915 GILES ROAD 7.375 1,968.42 95
7.125 1,968.42 300,000.00
ACWORTH GA 30101 1 02/24/99 11
0431281195 05 04/01/99 30
49811 O 03/01/29
0
1897089 J95/J95 F 275,000.00 ZZ
360 274,763.23 1
35 16TH AVENUE 6.750 1,783.65 66
6.500 1,783.65 420,000.00
SAN MATEO CA 94402 5 03/01/99 00
0016636540 05 05/01/99 0
0016636540 O 04/01/29
0
1897096 944/G01 F 276,350.00 ZZ
360 276,129.01 1
4875 THURBER LANE 7.125 1,861.82 75
6.875 1,861.82 368,500.00
SANTA CRUZ CA 95065 5 03/26/99 00
0431279215 05 05/01/99 0
17365 O 04/01/29
0
1897107 J95/J95 F 471,700.00 ZZ
360 470,905.15 1
815 OAKWOOD AVENUE 6.875 3,098.74 70
6.625 3,098.74 675,000.00
WILMETTE IL 60091 2 03/05/99 00
0016586067 05 04/01/99 0
0016586067 O 03/01/29
0
1897110 J95/J95 F 380,000.00 ZZ
360 379,405.33 1
5335 NORTH LAKEWOOD AVENUE 7.250 2,592.27 79
7.000 2,592.27 485,000.00
CHICAGO IL 60640 5 02/24/99 00
0016614174 07 04/01/99 0
1
0016614174 O 03/01/29
0
1897126 111/111 F 264,500.00 ZZ
360 264,288.48 1
10625 MIRA LAGO TERRACE 7.125 1,781.99 70
6.875 1,781.99 378,500.00
SAN DIEGO CA 92131 2 02/25/99 00
684829501 05 05/01/99 0
684829501 O 04/01/29
0
1897195 026/G01 F 282,600.00 ZZ
360 282,600.00 1
938 OAK RIDGE PLACE 7.125 1,903.93 90
6.875 1,903.93 314,000.00
MYRTLE BEACH SC 29572 1 04/01/99 10
0431276823 03 06/01/99 25
0200419820 O 05/01/29
0
1897220 H58/G01 F 261,360.00 ZZ
360 261,360.00 1
15811 SE BYBEE DRIVE 6.875 1,716.95 80
6.625 1,716.95 326,700.00
PORTLAND OR 97236 1 04/15/99 00
0431311562 03 06/01/99 0
32187 O 05/01/29
0
1897285 J95/J95 F 296,000.00 ZZ
360 295,548.15 1
3144 CRANWOOD COURT 7.375 2,044.40 77
7.125 2,044.40 385,000.00
PLEASANTON CA 94588 5 02/25/99 00
0013913942 03 04/01/99 0
0013913942 O 03/01/29
0
1897288 F03/G01 F 410,000.00 ZZ
360 409,710.63 1
16371 LAVENDER LANE 7.750 2,937.29 67
7.500 2,937.29 615,000.00
LOS GATOS CA 95032 2 03/23/99 00
0431282540 05 05/01/99 0
ROS10193 O 04/01/29
0
1
1897289 J95/J95 F 295,000.00 ZZ
360 294,538.35 1
1067 LEHIGH VALLEY CIRCLE 7.250 2,012.42 75
7.000 2,012.42 395,000.00
DANVILLE CA 94526 1 02/19/99 00
0014286504 03 04/01/99 0
0014286504 O 03/01/29
0
1897302 J95/J95 F 284,900.00 ZZ
360 284,431.57 1
6191 SOUTH MEADOWVIEW 7.000 1,895.45 95
6.750 1,895.45 299,900.00
OZARK MO 65721 1 02/19/99 21
0016500134 05 04/01/99 30
0016500134 O 03/01/29
0
1897320 J95/J95 F 300,000.00 ZZ
360 299,747.96 1
2740 JULLIARD STREET 6.875 1,970.79 80
6.625 1,970.79 375,000.00
BOULDER CO 80303 5 03/08/99 00
0016641573 05 05/01/99 0
0016641573 O 04/01/29
0
1897325 J95/J95 F 322,000.00 ZZ
360 321,508.45 1
16 WEST CEDAR STREET 7.375 2,223.98 73
7.125 2,223.98 445,000.00
ALEXANDRIA VA 22301 2 03/04/99 00
0016655367 05 04/01/99 0
0016655367 O 03/01/29
0
1897363 A50/A50 F 336,000.00 ZZ
360 335,447.55 1
215 W RUTHERFORD STREET 7.000 2,235.42 80
6.750 2,235.42 420,000.00
ATHENS GA 30605 1 02/18/99 00
000 05 04/01/99 0
000 O 03/01/29
0
1897370 B75/G01 F 270,000.00 ZZ
360 269,742.86 1
23858 PLUM VALLEY DRIVE 7.625 1,911.04 90
7.375 1,911.04 300,000.00
1
CRETE IL 60417 1 03/29/99 11
0431279058 05 05/01/99 25
6431142 O 04/01/29
0
1897412 685/G01 F 452,000.00 ZZ
360 451,638.54 1
150 OLYMPIAN WAY 7.125 3,045.21 80
6.875 3,045.21 565,000.00
PACIFICA CA 94044 2 03/24/99 00
0431278902 05 05/01/99 0
117765 O 04/01/29
0
1897523 E82/G01 F 392,700.00 ZZ
360 392,401.19 1
5201 EAKES ROAD NORTH 7.375 2,712.28 51
7.125 2,712.28 775,000.00
ALBUQUERQUE NM 87107 2 04/05/99 00
0400195491 05 05/01/99 0
1637963 O 04/01/29
0
1897559 765/G01 F 600,000.00 ZZ
360 599,508.18 1
105 KATHY COURT 7.000 3,991.82 64
6.750 3,991.82 950,000.00
LOS GATOS CA 95032 5 03/24/99 00
0431277722 05 05/01/99 0
181135 O 04/01/29
0
1897578 956/G01 F 409,000.00 ZZ
360 408,680.94 1
1827 OAKLAND AVENUE 7.250 2,790.10 70
7.000 2,790.10 590,000.00
PIEDMONT CA 94611 2 03/15/99 00
0431311513 05 05/01/99 0
109010555 O 04/01/29
0
1897580 956/G01 F 343,900.00 ZZ
360 343,631.73 1
1576 ALISAL AVENUE 7.250 2,346.00 80
7.000 2,346.00 429,900.00
SAN JOSE CA 95125 1 03/25/99 00
0431282128 05 05/01/99 0
809030793 O 04/01/29
0
1
1897583 956/G01 F 559,000.00 ZZ
360 558,541.79 1
5126 PALOMAR LANE 7.000 3,719.04 72
6.750 3,719.04 777,000.00
DALLAS TX 75229 2 03/29/99 00
0431280973 05 05/01/99 0
1609030094 O 04/01/29
0
1897593 559/G01 F 190,400.00 ZZ
360 190,243.93 1
3740 BAMBOO COURT 7.000 1,266.74 80
6.750 1,266.74 238,000.00
CONCORD CA 94519 1 03/22/99 00
0431280213 05 05/01/99 0
5586219 O 04/01/29
0
1897614 638/G01 F 205,600.00 ZZ
360 205,427.27 1
1038 NORTH MORGAN STREET 6.875 1,350.65 80
6.625 1,350.65 257,000.00
ORANGE CA 92867 2 03/18/99 00
0431281526 05 05/01/99 0
8863714 O 04/01/29
0
1897621 638/G01 F 292,000.00 ZZ
360 291,766.49 1
203 LIBBY AVENUE 7.125 1,967.26 80
6.875 1,967.26 365,000.00
KENWOOD CA 95452 1 03/24/99 00
0431282318 05 05/01/99 0
8860251 O 04/01/29
0
1897623 638/G01 F 145,000.00 ZZ
360 144,881.14 1
5 MARSHALL ROAD 7.000 964.69 58
6.750 964.69 251,000.00
HINGHAM MA 02043 2 03/24/99 00
0431282326 05 05/01/99 0
8869867 O 04/01/29
0
1897632 638/G01 F 294,000.00 ZZ
360 293,781.81 1
1
1958 LOMITA DRIVE 7.500 2,055.69 80
7.250 2,055.69 370,000.00
SAN LEANDRO CA 94578 2 03/19/99 00
0431282342 05 05/01/99 0
8867867 O 04/01/29
0
1897636 638/G01 F 287,200.00 ZZ
360 286,975.96 1
57 HARBOUR POINT CIRCLE 7.250 1,959.21 80
7.000 1,959.21 359,000.00
FORT WORTH TX 76179 1 03/29/99 00
0431283118 05 05/01/99 0
8866959 O 04/01/29
0
1897670 J95/J95 F 300,000.00 ZZ
360 299,506.75 1
1911 ROSEWOOD 7.000 1,995.91 93
6.750 1,995.91 324,900.00
MUNSTER IN 46321 1 03/01/99 10
0016588543 05 04/01/99 30
0016588543 O 03/01/29
0
1897675 J95/J95 F 296,250.00 ZZ
360 296,024.57 1
21722 MOBLEY FARM DRIVE 7.375 2,046.13 75
7.125 2,046.13 395,000.00
GITHERSBURG MD 20882 5 03/08/99 00
0009697707 05 05/01/99 0
0009697707 O 04/01/29
0
1897678 J95/J95 F 297,000.00 ZZ
360 296,511.68 1
1259 ABBEY OAKS 7.000 1,975.95 70
6.750 1,975.95 430,000.00
LEMONT IL 60439 2 02/24/99 00
0016598401 05 04/01/99 0
0016598401 O 03/01/29
0
1897680 J95/J95 F 344,000.00 ZZ
240 343,170.83 1
661 BIRDSONG LANE 6.875 2,641.28 69
6.625 2,641.28 500,000.00
CARMEL IN 46032 2 03/08/99 00
0009723818 03 05/01/99 0
1
0009723818 O 04/01/19
0
1897684 J95/J95 F 273,600.00 ZZ
360 273,381.20 1
8 EAST WINDSOR AVENUE 7.125 1,843.30 80
6.875 1,843.30 342,000.00
ALEXANDRIA VA 22301 2 03/11/99 00
0009740994 05 05/01/99 0
0009740994 O 04/01/29
0
1897698 J95/J95 F 360,000.00 ZZ
360 359,408.10 1
6177 COUNTRY CLUB DR 7.000 2,395.09 75
6.750 2,395.09 484,500.00
EASTON MD 21601 2 02/10/99 00
0009699844 05 04/01/99 0
0009699844 O 03/01/29
0
1897701 J95/J95 F 444,000.00 ZZ
360 443,626.98 1
7207 WESLEY TYLER ROAD 6.875 2,916.77 78
6.625 2,916.77 575,000.00
CLIFTON VA 22024 2 03/18/99 00
0009723230 05 05/01/99 0
0009723230 O 04/01/29
0
1897703 J95/J95 F 575,000.00 ZZ
360 574,122.24 1
317 WEST 4TH STREET 7.375 3,971.39 87
7.125 3,971.39 665,000.00
HINSDALE IL 60521 1 03/01/99 10
0016640765 05 04/01/99 25
0016640765 O 03/01/29
0
1897704 J95/J95 F 340,000.00 T
360 339,721.30 1
128 ROCKY ROAD 7.000 2,262.03 80
6.750 2,262.03 425,000.00
SEDONA AZ 86336 1 03/04/99 00
0016584278 05 05/01/99 0
0016584278 O 04/01/29
0
1
1897706 J95/J95 F 267,800.00 ZZ
360 267,068.63 1
15507 EAGLE TAVERN LANE 7.125 1,804.22 78
6.875 1,804.22 345,000.00
CENTREVILLE VA 20120 2 03/05/99 00
0016560567 03 04/01/99 0
0016560567 O 03/01/29
0
1897714 J95/J95 F 268,200.00 ZZ
360 267,980.16 1
331 SOUTH ANISE STREET 7.000 1,784.34 94
6.750 1,784.34 286,000.00
ANAHEIM CA 92808 2 03/02/99 04
0013995949 03 05/01/99 25
0013995949 O 04/01/29
0
1897716 J95/J95 F 277,550.00 ZZ
360 276,896.52 1
12817 PENNMARDEL LANE 7.250 1,893.38 80
7.000 1,893.38 346,950.00
RICHMOND VA 23233 1 01/27/99 00
0014045645 03 03/01/99 0
0014045645 O 02/01/29
0
1897717 J95/J95 F 270,300.00 ZZ
360 269,844.52 1
3884 S NIAGRA WAY 6.875 1,775.68 85
6.625 1,775.68 318,000.00
DENVER CO 80237 2 02/25/99 10
0013867080 05 04/01/99 12
0013867080 O 03/01/29
0
1897719 J95/J95 F 424,000.00 ZZ
360 421,778.61 1
226 BYLANE DRIVE 6.750 2,750.06 73
6.500 2,750.06 585,000.00
HOUSTON TX 77002 2 10/06/98 00
0013521083 05 12/01/98 0
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0
1897721 J95/J95 F 253,500.00 ZZ
360 253,072.84 1
18804 213TH AVENUE NORTHEAST 6.875 1,665.31 65
6.625 1,665.31 390,000.00
1
WOODINVILLE WA 98072 2 02/19/99 00
0013925730 03 04/01/99 0
0013925730 O 03/01/29
0
1897743 J95/J95 F 252,000.00 ZZ
360 251,798.48 1
7910 RIDGE ROAD 7.125 1,697.77 80
6.875 1,697.77 315,000.00
NEWCASTLE CA 95658 2 03/01/99 00
0014269989 05 05/01/99 0
0014269989 O 04/01/29
0
1897745 J95/J95 F 559,900.00 ZZ
360 558,956.53 1
4509 BELVEDERE PLACE 6.875 3,678.15 80
6.625 3,678.15 699,900.00
MARIETTA GA 30067 1 03/05/99 00
0010171643 03 04/01/99 0
0010171643 O 03/01/29
0
1897746 J95/J95 F 303,750.00 ZZ
360 303,494.81 1
551 ISSAC COURT 6.875 1,995.42 75
6.625 1,995.42 405,000.00
SAN JOSE CA 95136 2 03/01/99 00
0014287551 05 05/01/99 0
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0
1897750 J95/J95 F 259,600.00 ZZ
360 259,381.90 1
5312 WYNTERHALL DRIVE 6.875 1,705.39 80
6.625 1,705.39 324,500.00
DUNWOODY GA 30338 1 03/05/99 00
0010612836 05 05/01/99 0
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0
1897757 J95/J95 F 272,000.00 ZZ
360 269,594.14 1
414 GREY CLIFFS DR 7.250 1,855.52 80
7.000 1,855.52 340,000.00
ST HELENS OR 97051 5 05/20/98 00
0007931421 05 07/01/98 0
0007931421 O 06/01/28
0
1
1897759 J95/J95 F 410,000.00 ZZ
360 409,646.99 1
11 FAIRVIEW AVENUE 6.750 2,659.26 67
6.500 2,659.26 620,000.00
DARIEN CT 06820 5 03/01/99 00
0009696428 05 05/01/99 0
0009696428 O 04/01/29
0
1897761 J95/J95 F 469,600.00 ZZ
360 469,205.48 1
787 SW REGENCY TERRACE 6.875 3,084.94 80
6.625 3,084.94 587,000.00
PORTLAND OR 97225 1 03/03/99 00
0016601387 03 05/01/99 0
0016601387 O 04/01/29
0
1897763 J95/J95 F 254,600.00 ZZ
360 254,220.92 1
28881 ROCHELLE AVENUE 7.500 1,780.20 80
7.250 1,780.20 318,303.00
HAYWARD CA 94544 1 02/22/99 00
0014287023 05 04/01/99 0
0014287023 O 03/01/29
0
1897769 J95/J95 F 316,000.00 ZZ
360 315,440.84 1
2141 WYOMING AVENUE NW #31 6.625 2,023.39 80
6.375 2,023.39 395,000.00
WASHINGTON DC 20008 1 03/10/99 00
0016631996 01 04/01/99 0
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0
1897793 M16/G01 F 156,750.00 ZZ
360 156,750.00 1
12320 OAKS AVE 7.250 1,069.32 95
7.000 1,069.32 165,000.00
CHINO CA 91710 2 04/15/99 04
0431295245 05 06/01/99 30
0000 O 05/01/29
0
1897811 637/G01 F 152,000.00 ZZ
360 151,892.72 1
1
46 WOODVIEW DRIVE 7.750 1,088.95 75
7.500 1,088.95 205,000.00
BIGLERVILLE PA 17307 2 03/15/99 00
0431278910 05 05/01/99 0
0011280203 O 04/01/29
0
1897843 H29/G01 F 435,000.00 ZZ
360 435,000.00 1
9 HIGH ROCK ROAD 7.000 2,894.07 75
6.750 2,894.07 580,000.00
WAYLAND MA 01778 2 04/02/99 00
0431282268 05 06/01/99 0
0000 O 05/01/29
0
1897845 356/G01 F 535,000.00 ZZ
360 535,000.00 1
36496 HIGHWAY 1 7.250 3,649.65 53
7.000 3,649.65 1,010,000.00
MONTEREY CA 93940 1 04/02/99 00
0431279041 05 06/01/99 0
2705622 O 05/01/29
0
1897858 N12/G01 F 94,500.00 ZZ
360 94,431.60 1
737 LONGWOOD DRIVE 7.625 668.87 75
7.375 668.87 126,000.00
ALGONQUIN IL 60102 1 03/29/99 00
0431283167 05 05/01/99 0
0000 O 04/01/29
0
1897881 593/593 F 500,000.00 ZZ
360 498,425.58 1
215 EAST GALENA STREET 7.250 3,410.89 57
7.000 3,410.89 880,000.00
HAILEY ID 83333 1 08/24/98 00
0006132641 05 02/01/99 0
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0
1897890 E85/G01 F 296,000.00 ZZ
360 295,757.37 1
44 BRADFORD STREET 7.000 1,969.30 80
6.750 1,969.30 370,000.00
SAN FRANCISCO CA 94110 1 03/24/99 00
0431280551 05 05/01/99 0
1
9604515 O 04/01/29
0
1897916 J95/J95 F 270,500.00 ZZ
360 270,055.24 1
515 HAMPSHIRE AVENUE 7.000 1,799.65 78
6.750 1,799.65 350,000.00
ELMHURST IL 60126 2 02/23/99 00
0016558587 05 04/01/99 0
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0
1897921 J95/J95 F 318,900.00 T
360 318,388.44 1
27856 N 108TH WAY 7.125 2,148.49 80
6.875 2,148.49 398,655.00
SCOTTSDALE AZ 85255 1 02/11/99 00
0013293519 03 04/01/99 0
0013293519 O 03/01/29
0
1897930 J95/J95 F 287,800.00 ZZ
360 287,326.79 1
714 CEDARDAY DRIVE 7.000 1,914.75 78
6.750 1,914.75 372,000.00
BEL AIR MD 21015 2 02/24/99 00
0016600587 05 04/01/99 0
0016600587 O 03/01/29
0
1897990 638/G01 F 152,000.00 ZZ
360 151,884.34 1
1328 PROSPECT AVENUE #E 7.375 1,049.83 80
7.125 1,049.83 190,000.00
SAN GABRIEL CA 91776 1 03/12/99 00
0431281674 01 05/01/99 0
8860609 O 04/01/29
0
1897997 638/G01 F 166,400.00 ZZ
360 166,273.39 1
10647 EAST BAILS PLACE 7.375 1,149.28 80
7.125 1,149.28 208,000.00
AURORA CO 80012 1 03/26/99 00
0431281724 05 05/01/99 0
8861397 O 04/01/29
0
1
1898002 638/G01 F 359,200.00 ZZ
360 358,912.75 1
9737 CAMINITO SUELTO 7.125 2,420.00 80
6.875 2,420.00 449,000.00
SAN DIEGO CA 92131 1 03/11/99 00
0431281815 03 05/01/99 0
8852364 O 04/01/29
0
1898005 638/G01 F 360,000.00 ZZ
360 359,712.11 1
79 WALLIS ROAD 7.125 2,425.39 78
6.875 2,425.39 465,000.00
BROOKLINE MA 02167 5 03/26/99 00
0431281872 05 05/01/99 0
8863211 O 04/01/29
0
1898010 E87/G01 F 284,000.00 ZZ
360 283,767.21 1
650 FOXEN LANE 7.000 1,889.46 80
6.750 1,889.46 355,000.00
LOS ALAMOS CA 93440 1 03/11/99 00
0431280635 05 05/01/99 0
70002227 O 04/01/29
0
1898027 J95/J95 F 450,000.00 ZZ
360 449,648.95 1
140 HERRICK ROAD 7.250 3,069.80 73
7.000 3,069.80 620,000.00
RIVERSIDE IL 60546 5 03/18/99 00
001661142 05 05/01/99 0
001661142 O 04/01/29
0
1898034 664/G01 F 300,000.00 ZZ
360 299,760.09 1
778 VIA ESPRITO SANTOS 7.125 2,021.16 69
6.875 2,021.16 438,000.00
CLAREMONT CA 91711 5 03/09/99 00
0431285865 03 05/01/99 0
302310 O 04/01/29
0
1898035 J95/J95 F 534,000.00 ZZ
360 533,551.38 1
6398 OXBOW WAY 6.875 3,508.00 80
6.625 3,508.00 667,500.00
1
INDIANAPOLIS IN 46220 1 03/11/99 00
0009700469 03 05/01/99 0
0009700469 O 04/01/29
0
1898037 J95/J95 F 400,000.00 ZZ
360 399,655.60 1
6699 HIGHPOINT COURT 6.750 2,594.40 80
6.500 2,594.40 500,000.00
MANASSAS VA 20112 2 03/24/99 00
0016658262 03 05/01/99 0
0016658262 O 04/01/29
0
1898042 J95/J95 F 550,000.00 ZZ
360 549,073.21 1
11 WINDSONG WAY 6.875 3,613.11 74
6.625 3,613.11 750,500.00
BLOOMINGTON IL 61704 2 02/24/99 00
0016606535 05 04/01/99 0
0016606535 O 03/01/29
0
1898058 J95/J95 F 284,000.00 ZZ
360 283,509.58 1
15804 E CRESTRIDGE CIRCLE 6.750 1,842.02 79
6.500 1,842.02 360,000.00
AURORA CO 80015 2 02/23/99 00
0013867304 03 04/01/99 0
0013867304 O 03/01/29
0
1898064 731/G01 F 128,000.00 ZZ
360 127,892.46 1
14210 61ST AVENUE SOUTHEAST 6.875 840.87 80
6.625 840.87 160,000.00
EVERETT WA 98208 2 03/24/99 00
0431297365 05 05/01/99 0
230237403 O 04/01/29
0
1898065 889/G01 F 396,000.00 ZZ
360 395,706.11 1
5043 ROLLING MEADOWS ROAD 7.500 2,768.89 80
7.250 2,768.89 495,000.00
ROLLING HILLS E CA 90274 1 03/29/99 00
0431284637 05 05/01/99 0
51800900 O 04/01/29
0
1
1898068 077/077 F 286,650.00 ZZ
360 286,048.53 1
10511 AERONCA LANE 7.250 1,955.46 90
7.000 1,955.46 319,455.00
MCCORDSVILLE IN 46055 1 03/31/99 11
0000 05 05/01/99 25
0000 O 04/01/29
0
1898072 J95/J95 F 294,500.00 ZZ
360 294,270.26 1
33252 PASEO MOLINOS 7.250 2,009.01 95
7.000 2,009.01 310,000.00
SAN JUAN CAPIST CA 92675 1 03/03/99 04
0014328611 05 05/01/99 30
0014328611 O 04/01/29
0
1898084 J95/J95 F 260,000.00 ZZ
360 259,551.02 1
5238 MUSSETTER ROAD 6.750 1,686.36 80
6.500 1,686.36 325,000.00
IJAMSVILLE MD 21754 1 02/26/99 00
0009704826 05 04/01/99 0
0009704826 O 03/01/29
0
1898091 J95/J95 F 280,200.00 ZZ
360 279,970.32 1
428 TALISMAN COURT 7.000 1,864.18 79
6.750 1,864.18 355,000.00
HENDERSON NV 89014 5 03/23/99 00
0016657207 09 05/01/99 0
0016657207 O 04/01/29
0
1898092 369/G01 F 275,000.00 ZZ
360 274,565.61 1
32055 NE CORRAL CREEK ROAD 7.250 1,875.99 52
7.000 1,875.99 535,000.00
NEWBERG OR 97132 5 02/24/99 00
0431284934 05 04/01/99 0
71251805 O 03/01/29
0
1898094 J95/J95 F 336,000.00 ZZ
360 335,717.72 1
1
4448 ECK LANE 6.875 2,207.28 80
6.625 2,207.28 420,000.00
AUSTIN TX 78734 2 03/04/99 00
0012871158 05 05/01/99 0
0012871158 O 04/01/29
0
1898098 J95/J95 F 365,000.00 ZZ
360 364,428.80 2
1914 WEST CORNELIA 7.250 2,489.95 82
7.000 2,489.95 450,000.00
CHICAGO IL 60657 2 02/22/99 10
0016476855 05 04/01/99 12
0016476855 O 03/01/29
0
1898105 J95/J95 F 126,400.00 ZZ
360 126,211.79 1
19 KIMBERLY DRIVE 7.500 883.81 80
7.250 883.81 158,000.00
STAFFORD VA 22554 2 03/01/99 00
0016615569 03 04/01/99 0
0016615569 O 03/01/29
0
1898107 J95/J95 F 267,000.00 ZZ
360 263,340.80 1
12231 TILNEY COURT 7.000 1,776.36 65
6.750 1,776.36 412,000.00
WOODBRIDGE VA 22192 1 12/29/97 00
0009191222 03 02/01/98 0
0009191222 O 01/01/28
0
1898111 369/G01 F 440,000.00 ZZ
360 439,148.43 1
5505 RIDGEVIEW DRIVE 6.875 2,890.49 80
6.625 2,890.49 550,000.00
LA VERNE CA 91750 1 02/10/99 00
0431290741 03 04/01/99 0
61921540 O 03/01/29
0
1898112 731/G01 F 198,100.00 ZZ
360 197,952.99 1
120 OLD IVY 7.500 1,385.14 70
7.250 1,385.14 283,000.00
FAYETTEVILLE GA 30215 1 03/26/99 00
0431281385 03 05/01/99 0
1
3140871544 O 04/01/29
0
1898118 369/G01 F 345,600.00 ZZ
360 345,323.63 1
178 CHENEY PLACE 7.125 2,328.37 80
6.875 2,328.37 432,000.00
CASTLE ROCK CO 80104 1 02/11/99 00
0431284918 03 05/01/99 0
71209035 O 04/01/29
0
1898132 J95/J95 F 292,300.00 ZZ
360 291,807.45 1
685 WOODLAND ROAD 6.875 1,920.21 74
6.625 1,920.21 400,000.00
PALATINE IL 60074 2 03/01/99 00
0016630238 05 04/01/99 0
0016630238 O 03/01/29
0
1898133 J95/J95 F 500,000.00 ZZ
360 499,197.93 1
39 PERKINS ROAD 7.125 3,368.60 44
6.875 3,368.60 1,143,000.00
GREENWICH CT 06830 1 03/05/99 00
0016653867 05 04/01/99 0
0016653867 O 03/01/29
0
1898134 J95/J95 F 262,000.00 ZZ
360 261,579.71 1
7310 HAMBLETON DRIVE 7.125 1,765.15 30
6.875 1,765.15 885,000.00
ST MICHAELS MD 21663 2 02/16/99 00
0009695255 05 04/01/99 0
0009695255 O 03/01/29
0
1898136 369/G01 F 273,000.00 ZZ
360 272,792.27 1
2541 21ST AVENUE 7.375 1,885.54 65
7.125 1,885.54 425,000.00
SAN FRANCISCO CA 94116 1 03/05/99 00
0431284991 05 05/01/99 0
71295760 O 04/01/29
0
1
1898141 J95/J95 F 300,000.00 ZZ
360 299,760.09 1
753 SYCAMORE ROAD 7.125 2,021.16 80
6.875 2,021.16 375,000.00
PLEASANTON CA 94556 1 03/10/99 00
0016656506 05 05/01/99 0
0016656506 O 04/01/29
0
1898148 J95/J95 F 268,000.00 ZZ
360 267,548.41 1
5 BEECHAM COURT 6.875 1,760.57 79
6.625 1,760.57 340,000.00
OWINGS MILLS MD 21117 2 02/12/99 00
0009701996 03 04/01/99 0
0009701996 O 03/01/29
0
1898154 J95/J95 F 291,000.00 ZZ
360 290,497.51 1
59 RYAN DRIVE 6.750 1,887.42 73
6.500 1,887.42 400,000.00
NORWOOD MA 02062 5 03/01/99 00
0013827209 05 04/01/99 0
0013827209 O 03/01/29
0
1898157 731/G01 F 133,100.00 ZZ
360 133,001.23 1
950 NORTH KINGS ROAD 7.500 930.65 75
#227 7.250 930.65 177,500.00
WEST HOLLYWOOD CA 90069 1 03/26/99 00
0431279850 01 05/01/99 0
411718434 O 04/01/29
0
1898158 J95/J95 F 320,850.00 ZZ
240 319,651.47 1
105 JOHN SCOTT LANE 7.250 2,535.93 79
7.000 2,535.93 410,000.00
NORTH KINGSTOWN RI 02852 2 03/03/99 00
0016614745 05 04/01/99 0
0016614745 O 03/01/19
0
1898161 J95/J95 F 423,700.00 ZZ
360 423,361.17 1
4628 EAST PEBBLE RIDGE ROAD 7.125 2,854.55 75
6.875 2,854.55 565,000.00
1
PARADISE VALLEY AZ 85253 1 03/19/99 00
0016610107 05 05/01/99 0
0016610107 O 04/01/29
0
1898165 J95/J95 F 422,400.00 ZZ
360 421,755.20 1
11 BLACK ELK ROAD 7.375 2,917.41 85
7.125 2,917.41 500,000.00
SHARON MA 02067 2 02/19/99 01
0013827910 05 04/01/99 17
0013827910 O 03/01/29
0
1898172 369/G01 F 300,000.00 ZZ
360 299,771.72 1
10 GRANDVIEW AVENUE 7.375 2,072.03 78
7.125 2,072.03 384,900.00
UPPER SADDLE RI NJ 07458 1 03/18/99 00
0431284942 05 05/01/99 0
7188080 O 04/01/29
0
1898173 J95/J95 F 270,000.00 ZZ
360 269,773.17 1
301 SOUTH EUCLID AVENUE 6.875 1,773.71 88
6.625 1,773.71 308,000.00
OAK PARK IL 60302 2 03/08/99 12
0014197784 05 05/01/99 25
0014197784 O 04/01/29
0
1898175 369/G01 F 305,000.00 ZZ
360 303,995.62 1
13312 MONTECITO 7.000 2,029.17 87
6.750 2,029.17 352,000.00
TUSTIN CA 92782 1 02/09/99 21
0431284967 03 04/01/99 25
60761475 O 03/01/29
0
1898179 J95/J95 F 331,500.00 ZZ
360 330,770.78 2
1216 WEST NEWPORT AVENUE 6.875 2,177.72 61
6.625 2,177.72 545,000.00
CHICAGO IL 60657 2 03/01/99 00
0016579682 05 04/01/99 0
0016579682 O 03/01/29
0
1
1898180 J95/J95 F 320,000.00 ZZ
360 319,460.78 1
23420 SE 28TH COURT 6.875 2,102.17 79
6.625 2,102.17 407,807.00
ISSAQUAH WA 98027 1 02/17/99 00
0013918818 03 04/01/99 0
0013918818 O 03/01/29
0
1898188 J95/J95 F 266,050.00 ZZ
360 265,370.41 1
25948 ST MICHAELS ROAD 7.125 1,792.43 70
6.875 1,792.43 385,000.00
NEWCOMB MD 21653 2 02/17/99 00
0009701822 05 04/01/99 0
0009701822 O 03/01/29
0
1898190 J95/J95 F 290,000.00 ZZ
360 289,762.29 1
44 LIVINGSTON AVE 7.000 1,929.38 80
6.750 1,929.38 365,000.00
EDISON NJ 08820 2 03/02/99 00
0016579351 05 05/01/99 0
0016579351 O 04/01/29
0
1898196 731/G01 F 93,700.00 ZZ
360 93,628.70 1
14601 NORTHEAST 50TH PLACE 7.375 647.16 65
#E-3 7.125 647.16 145,000.00
BELLEVUE WA 98007 5 03/23/99 00
0431278324 01 05/01/99 0
230237431 O 04/01/29
0
1898202 J95/J95 F 454,300.00 ZZ
360 453,908.85 1
2056 STEPHANIE MARIE DRIVE 6.750 2,946.59 80
6.500 2,946.59 567,900.00
FALLS CHURCH VA 22043 1 03/03/99 00
0009702853 03 05/01/99 0
0009702853 O 04/01/29
0
1898208 J95/J95 F 496,000.00 ZZ
360 495,603.35 1
1
12116 WALNUT BRANCH ROAD 7.125 3,341.65 80
6.875 3,341.65 620,000.00
RESTON VA 20194 2 03/03/99 00
0009716960 03 05/01/99 0
0009716960 O 04/01/29
0
1898213 J95/J95 F 380,000.00 ZZ
360 379,688.52 1
4625 RENO ROAD NW 7.000 2,528.15 80
6.750 2,528.15 475,000.00
WASHINGTON DC 20008 2 03/10/99 00
0009727702 05 05/01/99 0
0009727702 O 04/01/29
0
1898220 369/G01 F 365,000.00 ZZ
360 364,700.82 1
10 ANDREWS WAY 7.000 2,428.35 67
6.750 2,428.35 550,000.00
SOUTHBOROUGH MA 01772 5 03/19/99 00
0431284900 05 05/01/99 0
71339659 O 04/01/29
0
1898228 J95/J95 F 252,000.00 ZZ
360 251,798.48 1
18881 HIGHWAY 9 7.125 1,697.77 77
6.875 1,697.77 328,500.00
FRISCO CO 80443 2 03/02/99 00
0013868534 05 05/01/99 0
0013868534 O 04/01/29
0
1898243 A46/G01 F 30,800.00 ZZ
360 30,775.97 1
21062 SOUTHERN COLONY COURT 7.250 210.11 34
7.000 210.11 90,835.00
KATY TX 77449 1 03/30/99 00
0431281823 05 05/01/99 0
UNKNOWN O 04/01/29
0
1898252 J95/J95 F 275,000.00 ZZ
360 274,580.20 1
39 EAGLESTONE WAY 7.375 1,899.36 52
7.125 1,899.36 530,000.00
COTUIT MA 02635 5 03/03/99 00
0016630170 05 04/01/99 0
1
0016630170 O 03/01/29
0
1898253 J95/J95 F 385,050.00 ZZ
360 381,856.88 1
6529 ORLAND STREET 7.125 2,594.16 80
6.875 2,594.16 483,245.00
FALLS CHURCH VA 22043 1 06/30/98 00
0007963374 03 08/01/98 0
0007963374 O 07/01/28
0
1898261 J95/J95 F 300,000.00 ZZ
360 299,494.48 1
300 NORTH ADDISON 6.875 1,970.79 77
6.625 1,970.79 390,000.00
ELMHURST IL 60126 2 02/25/99 00
0016608127 05 04/01/99 0
0016608127 O 03/01/29
0
1898264 J95/J95 F 491,500.00 ZZ
360 490,691.87 1
3811 EAST HOWELL STREET 7.000 3,269.97 80
6.750 3,269.97 615,000.00
SEATTLE WA 98122 2 03/01/99 00
0016637928 05 04/01/99 0
0016637928 O 03/01/29
0
1898271 J95/J95 F 254,400.00 ZZ
360 254,186.27 1
619 SEVENTH FAIRWAY DRIVE 6.875 1,671.23 80
6.625 1,671.23 318,000.00
MEDFORD OR 97504 1 03/02/99 00
0016432874 03 05/01/99 0
0016432874 O 04/01/29
0
1898278 J95/J95 F 316,000.00 ZZ
360 315,759.54 1
366 SIERRA VISTA #5 7.375 2,182.54 80
7.125 2,182.54 395,000.00
MOUNTAIN VIEW CA 94306 1 03/01/99 00
0016648123 01 05/01/99 0
0016648123 O 04/01/29
0
1
1898300 F59/G01 F 470,000.00 ZZ
360 470,000.00 1
62 GORHAM STREET 7.125 3,166.48 62
6.875 3,166.48 770,000.00
CAMBRIDGE MA 02138 5 04/20/99 00
0431300623 05 06/01/99 0
0000 O 05/01/29
0
1898409 J95/J95 F 314,000.00 T
360 312,490.37 1
12229 EAST CORTEZ DRIVE 7.125 2,115.48 60
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SCOTTSDALE AZ 85259 2 02/19/99 00
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0
1898416 J95/J95 F 289,000.00 ZZ
360 288,536.41 1
310 LES SPRINGS DRIVE 7.125 1,947.05 67
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SEDONA AZ 86336 2 02/10/99 00
0014224992 03 04/01/99 0
0014224992 O 03/01/29
0
1898419 J95/J95 F 280,000.00 ZZ
360 279,528.17 1
3262 TOP VIEW COURT 6.875 1,839.41 78
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WEST LINN OR 97068 2 02/04/99 00
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0
1898426 J95/J95 F 296,000.00 ZZ
360 295,757.38 1
4195 DAVIS CUP DRIVE 7.000 1,969.29 80
6.750 1,969.29 370,000.00
HUNTINGTON BEAC CA 92649 1 03/01/99 00
0014254833 09 05/01/99 0
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0
1898431 J95/J95 F 580,000.00 ZZ
360 579,046.37 1
6601 STONECREST LANE 7.000 3,858.76 80
6.750 3,858.76 725,000.00
1
FAIRFAX STATION VA 22039 1 03/01/99 00
0009717133 05 04/01/99 0
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0
1898433 J95/J95 F 263,150.00 ZZ
360 262,934.30 1
23865 NICOLE WAY 7.000 1,750.74 95
6.750 1,750.74 277,000.00
YORBA LINDA CA 92887 1 03/01/99 14
0013994223 01 05/01/99 30
0013994223 O 04/01/29
0
1898435 J95/J95 F 275,000.00 ZZ
360 274,751.39 1
1784 WYRICK AVENUE 6.500 1,738.19 75
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SAN JOSE CA 95124 5 03/01/99 00
0013915236 05 05/01/99 0
0013915236 O 04/01/29
0
1898440 J95/J95 F 305,000.00 ZZ
360 304,486.07 1
3690 CASHILL BLVD 6.875 2,003.63 54
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RENO NV 89509 2 02/09/99 00
0012855961 05 04/01/99 0
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0
1898449 A39/G01 F 337,800.00 ZZ
360 337,523.11 1
3276 RUNNING TRAILS AVENUE 7.000 2,247.39 80
6.750 2,247.39 422,268.00
SIMI VALLEY CA 93063 1 03/26/99 00
0431284769 05 05/01/99 0
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0
1898452 J95/J95 F 256,000.00 ZZ
360 255,805.20 1
5301 OLSTAD COURT 7.375 1,768.13 95
7.125 1,768.13 269,500.00
SAN JOSE CA 95111 1 03/05/99 21
0014287296 05 05/01/99 30
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0
1
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360 577,494.85 1
156 SPRINGDALE WAY 7.250 3,945.71 80
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REDWOOD CITY CA 94062 1 02/22/99 00
0013912597 05 04/01/99 0
0013912597 O 03/01/29
0
1898484 593/G01 F 295,650.00 ZZ
360 295,163.89 1
2826 EAST 3725 NORTH 7.000 1,966.97 90
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LAYTON UT 84040 1 02/09/99 12
0431283100 05 04/01/99 25
0006423933 O 03/01/29
0
1898493 593/G01 F 400,000.00 ZZ
360 399,680.12 1
4503 CLAY PEAK DRIVE 7.125 2,694.88 67
6.875 2,694.88 600,000.00
LAS VEGAS NV 89129 2 03/25/99 00
0431283902 03 05/01/99 0
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0
1898518 F62/G01 F 368,000.00 ZZ
360 367,719.98 1
4020 MALAGA AVE 7.375 2,541.69 79
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MIAMI FL 33133 2 03/18/99 00
0431282136 05 05/01/99 0
0000 O 04/01/29
0
1898542 956/G01 F 335,000.00 ZZ
360 334,718.56 1
15 KING STREET 6.875 2,200.71 63
6.625 2,200.71 540,000.00
REDWOOD CITY CA 94062 1 03/08/99 00
0431292457 05 05/01/99 0
109020317 O 04/01/29
0
1898545 956/G01 F 483,750.00 ZZ
360 483,343.59 1
1
22 EUREKA STREET 6.875 3,177.89 75
6.625 3,177.89 645,000.00
SAN FRANCISCO CA 94114 1 03/01/99 00
0431287630 05 05/01/99 0
109020346 O 04/01/29
0
1898583 E82/G01 F 586,200.00 ZZ
360 586,200.00 1
330 OLD POWERS LANE 7.250 3,998.91 74
7.000 3,998.91 800,000.00
ATLANTA GA 30327 2 04/05/99 00
0400189270 05 06/01/99 0
1637552 O 05/01/29
0
1898595 B42/G01 F 190,000.00 ZZ
360 189,840.38 1
98-132 KALUAMOI PLACE 6.875 1,248.16 74
6.625 1,248.16 260,000.00
PEARL CITY HI 96782 2 03/22/99 00
0431281245 05 05/01/99 0
99H34937 O 04/01/29
0
1898617 956/G01 F 426,000.00 ZZ
360 425,299.58 1
9725 LOS GUILICOS AVENUE 7.000 2,834.19 60
6.750 2,834.19 710,000.00
KENWOOD CA 95452 5 02/19/99 00
0431290253 05 04/01/99 0
809020491 O 03/01/29
0
1898621 956/G01 F 330,000.00 ZZ
360 329,470.65 1
5805 CORUMBA COURT 7.125 2,223.27 73
6.875 2,223.27 455,000.00
SAN JOSE CA 95120 1 02/19/99 00
0431286509 05 04/01/99 0
109020078 O 03/01/29
0
1898632 F42/G01 F 286,800.00 ZZ
360 286,587.15 1
460 LAUREL LANE 7.500 2,005.35 75
7.250 2,005.35 382,500.00
KENNELON NJ 07405 1 03/29/99 00
0431283233 03 05/01/99 0
1
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0
1898651 956/G01 F 328,000.00 ZZ
360 327,447.30 1
2539 LA MIRADA DRIVE 6.875 2,154.73 80
6.625 2,154.73 410,000.00
SAN JOSE CA 95125 1 02/22/99 00
0431292200 05 04/01/99 0
109020110 O 03/01/29
0
1898767 Q89/G01 F 194,794.37 ZZ
338 194,794.37 1
30 REVERE ROAD 7.625 1,402.63 75
7.375 1,402.63 265,000.00
ARDSLEY NY 10502 1 04/06/99 00
0430261842 05 06/01/99 0
1594156 O 07/01/27
0
1898822 K88/G01 F 245,600.00 ZZ
360 245,600.00 1
361 SHEA DRIVE 7.500 1,717.28 85
7.250 1,717.28 289,000.00
NEW MILFORD NJ 07646 2 04/02/99 04
0431279959 05 06/01/99 12
10655 O 05/01/29
0
1898921 Q89/G01 F 84,271.90 ZZ
338 84,271.90 1
1103 78TH STREET NW 7.375 592.62 75
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BRADENTON FL 34209 1 04/06/99 00
0430278168 05 06/01/99 0
1596380 O 07/01/27
0
1898930 Q89/G01 F 323,117.24 ZZ
339 323,117.24 1
1355 CONWAY OAKS DRIVE 7.500 2,297.41 90
7.250 2,297.41 363,750.00
CHESTERFIELD MO 63017 1 04/07/99 14
0430413013 03 06/01/99 25
1622161 O 08/01/27
0
1
1899040 356/G01 F 259,000.00 ZZ
360 258,797.95 1
3889 BLACKSTONE CT 7.250 1,766.84 65
7.000 1,766.84 400,000.00
HAYWARD CA 94542 2 03/17/99 00
0431312412 03 05/01/99 0
2721868 O 04/01/29
0
1899056 E82/G01 F 369,000.00 ZZ
360 369,000.00 1
11925 HUNTING RIDGE COURT 7.250 2,517.23 90
7.000 2,517.23 410,000.00
POTOMAC MD 20854 1 04/06/99 04
0400196739 05 06/01/99 25
0400196739 O 05/01/29
0
1899060 Q89/G01 F 302,642.84 ZZ
337 302,642.84 1
12206 GOODLAND COURT 7.500 2,155.56 90
7.250 2,155.56 341,418.00
MANASSASS VA 22111 1 04/07/99 10
0430288217 05 06/01/99 25
1597538 O 06/01/27
0
1899063 J40/G01 F 366,350.00 ZZ
360 366,350.00 1
713 STONINGTON COURT 7.125 2,468.17 85
6.875 2,468.17 431,000.00
GAINESVILLE GA 30506 2 04/02/99 11
0431283787 05 06/01/99 12
7638416 O 05/01/29
0
1899070 Q89/G01 F 114,113.99 ZZ
339 114,113.99 1
2219 PHENIX AVENUE 7.500 811.36 65
7.250 811.36 181,000.00
CRANSTON RI 02920 5 04/12/99 00
0430362491 05 06/01/99 0
1610306 O 08/01/27
0
1899092 Q89/G01 F 103,565.21 T
339 103,565.21 1
108 PAULDING 7.500 736.36 70
7.250 736.36 150,000.00
1
STATON ISLAND NY 10314 1 04/12/99 00
0430349845 05 06/01/99 0
1595658 O 08/01/27
0
1899096 811/G01 F 264,000.00 ZZ
360 263,788.88 1
38830 HAYES STREET 7.125 1,778.62 80
6.875 1,778.62 330,000.00
FREMONT CA 94536 1 03/10/99 00
0431310218 05 05/01/99 0
FM02209786 O 04/01/29
0
1899122 356/G01 F 360,000.00 ZZ
360 359,719.16 1
25401 MARKHAM LANE 7.250 2,455.84 80
7.000 2,455.84 450,000.00
SALINAS CA 93908 1 03/24/99 00
0431294818 03 05/01/99 0
2715985 O 04/01/29
0
1899130 Q89/G01 F 134,843.27 ZZ
335 134,843.27 1
36363 SW BALD PEAK ROAD 7.500 962.09 54
7.250 962.09 260,000.00
HILLSBORO OR 97123 5 04/09/99 00
0430201426 05 06/01/99 0
1569188 O 04/01/27
0
1899131 Q89/G01 F 76,537.03 ZZ
330 76,537.03 1
14648 LAFAYETTE CIRCLE 7.500 548.54 58
7.250 548.54 135,000.00
MAGALIA CA 95954 2 04/07/99 00
0430074948 03 06/01/99 0
1537460 O 11/01/26
0
1899138 811/G01 F 336,000.00 ZZ
360 335,737.89 1
129 POINT LOBOS AVENUE 7.250 2,292.11 80
7.000 2,292.11 420,000.00
SAN FRANCISCO CA 94121 1 03/23/99 00
0431286327 07 05/01/99 0
FM00203384 O 04/01/29
0
1
1899146 811/G01 F 209,600.00 ZZ
360 209,600.00 1
8030 MACKEY 7.375 1,447.66 80
7.125 1,447.66 262,000.00
ROHNERT PARK CA 94954 1 03/31/99 00
0431287911 05 06/01/99 0
FM02104910 O 05/01/29
0
1899148 814/G01 F 288,750.00 ZZ
360 288,530.28 1
31 LACONHEATH AVENUE 7.375 1,994.33 80
7.125 1,994.33 360,970.00
NOVATO CA 94949 1 03/23/99 00
0431282631 03 05/01/99 0
0001125988 O 04/01/29
0
1899158 664/G01 F 414,000.00 ZZ
360 413,700.36 1
9914 GIRLA WAY 7.625 2,930.27 51
7.375 2,930.27 815,000.00
LOS ANGELES CA 90064 2 03/18/99 00
0431289040 05 05/01/99 0
0003048477 O 04/01/29
0
1899166 B98/G01 F 417,000.00 ZZ
360 417,000.00 1
326 HUCKLEBERRY DRIVE 7.250 2,844.68 80
7.000 2,844.68 521,309.00
SAN JOSE CA 95123 1 04/23/99 00
0431308774 05 06/01/99 0
0000 O 05/01/29
0
1899180 Q89/G01 F 149,198.89 ZZ
338 149,198.89 1
13563 E CORTEZ DRIVE 7.500 1,061.74 75
7.250 1,061.74 201,760.00
SCOTTSDALE AZ 85259 1 04/08/99 00
0430261586 03 06/01/99 0
1592982 O 07/01/27
0
1899188 B60/G01 F 337,600.00 ZZ
360 337,600.00 1
1
5422 AVENUE 6.750 2,189.67 80
6.500 2,189.67 422,000.00
WOODLAND HILLS CA 91364 1 03/29/99 00
0431282227 05 06/01/99 0
267188 O 05/01/29
0
1899195 Q89/G01 F 88,702.24 ZZ
337 88,702.24 1
475 NORTH MAIN STREET 7.500 631.77 43
7.250 631.77 212,000.00
WILLARD UT 84340 4 04/08/99 00
0430248864 05 06/01/99 0
1573597 O 06/01/27
0
1899211 664/G01 F 271,200.00 ZZ
360 270,977.69 1
317 WOODCLIFFE ROAD 7.000 1,804.31 80
6.750 1,804.31 339,000.00
PASADENA CA 91105 1 03/11/99 00
0431285923 05 05/01/99 0
2985042 O 04/01/29
0
1899214 950/G01 F 649,900.00 ZZ
360 649,900.00 1
1734 LAKE WASHINGTON BOULEVARD 7.250 4,433.47 67
7.000 4,433.47 983,000.00
SEATTLE WA 98122 1 03/31/99 00
0431286657 05 06/01/99 0
101990319161 O 05/01/29
0
1899220 Q89/G01 F 146,207.08 T
336 146,207.08 1
38795 HARRIS TRAIL 7.500 1,042.26 70
7.250 1,042.26 215,000.00
FALLBROOK CA 92028 1 04/12/99 00
0430243519 05 06/01/99 0
1581437 O 05/01/27
0
1899229 637/G01 F 103,000.00 ZZ
360 102,917.63 1
7408 SW CAPITOL HIGHWAY 7.125 693.93 46
6.875 693.93 228,000.00
PORTLAND OR 97219 1 03/17/99 00
0431303098 09 05/01/99 0
1
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0
1899246 637/G01 F 288,000.00 ZZ
360 287,752.03 1
71 MEADOWS COURT 6.750 1,867.97 52
6.500 1,867.97 559,814.00
FREMONT CA 94539 1 03/23/99 00
0431304922 05 05/01/99 0
0016878662 O 04/01/29
0
1899251 637/G01 F 600,000.00 ZZ
360 599,508.18 1
81 FALCON HILLS DR 7.000 3,991.82 73
6.750 3,991.82 830,000.00
HIGHLANDS RANCH CO 80126 2 03/25/99 00
0431304070 03 05/01/99 0
0014947188 O 04/01/29
0
1899255 637/G01 F 326,400.00 ZZ
360 326,132.45 1
114 HAMPSHIRE ROAD 7.000 2,171.55 80
6.750 2,171.55 408,000.00
GREAT NECK NY 11023 1 03/24/99 00
0431304153 05 05/01/99 0
0013262944 O 04/01/29
0
1899259 637/G01 F 141,750.00 ZZ
360 141,639.42 1
38 BUSHWICK AVE 7.250 966.99 75
7.000 966.99 189,000.00
BRENTWOOD NY 11717 1 03/25/99 00
0431291921 05 05/01/99 0
0016519183 O 04/01/29
0
1899270 637/G01 F 315,950.00 ZZ
360 315,697.33 1
4212 CABERNET COURT 7.125 2,128.62 80
6.875 2,128.62 394,950.00
PLEASANTON CA 94566 1 03/22/99 00
0431300680 05 05/01/99 0
0010188704 O 04/01/29
0
1
1899271 638/G01 F 108,500.00 ZZ
360 108,411.07 1
8543 RHONDO COURT SW 7.000 721.85 68
6.750 721.85 160,000.00
TUMWATER WA 98512 2 03/24/99 00
0431285048 05 05/01/99 0
8868754 O 04/01/29
0
1899280 638/G01 F 126,000.00 ZZ
360 125,899.24 1
4444 NORTH 42ND STREET 7.125 848.89 69
6.875 848.89 185,000.00
SAN DIEGO CA 92116 2 03/23/99 00
0431284579 05 05/01/99 0
8863093 O 04/01/29
0
1899297 638/G01 F 349,750.00 ZZ
360 349,470.31 1
5139 CORONA COURT 7.125 2,356.33 80
6.875 2,356.33 437,200.00
PLEASANTON CA 94566 1 03/24/99 00
0431284678 03 05/01/99 0
8860707 O 04/01/29
0
1899312 638/G01 F 158,400.00 ZZ
360 158,279.47 1
75 HOLLAND AVENUE 7.375 1,094.03 80
7.125 1,094.03 198,000.00
STOUGHTON MA 02072 2 03/25/99 00
0431283563 05 05/01/99 0
8870486 O 04/01/29
0
1899327 J95/J95 F 307,300.00 ZZ
360 307,071.94 1
144 VISTA LAGO COURT 7.500 2,148.69 77
7.250 2,148.69 400,000.00
BOULDER CITY NV 89005 2 03/22/99 00
0016695942 03 05/01/99 0
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0
1899332 J95/J95 F 292,000.00 ZZ
360 291,754.68 1
5439 ESTATES DRIVE 6.875 1,918.24 73
6.625 1,918.24 400,000.00
1
OAKLAND CA 94618 5 03/04/99 00
109465650 05 05/01/99 0
109465650 O 04/01/29
0
1899349 M29/G01 F 550,000.00 ZZ
360 550,000.00 1
400 SOUTH STEELE HOUSE #6 7.125 3,705.46 77
6.875 3,705.46 720,000.00
DENVER CO 80209 2 04/09/99 00
0431282474 05 06/01/99 0
0000 O 05/01/29
0
1899356 J95/J95 F 360,000.00 ZZ
360 358,779.80 1
11015 MONAN STREET 6.875 2,364.94 79
6.625 2,364.94 456,000.00
OAKLAND CA 94605 5 12/07/98 00
0013148697 05 02/01/99 0
0013148697 O 01/01/29
0
1899364 J95/J95 F 262,500.00 ZZ
360 262,295.22 1
43 POND STREET 7.250 1,790.72 75
7.000 1,790.72 350,000.00
MARBLEHEAD MA 01945 5 03/05/99 00
0016559452 05 05/01/99 0
0016559452 O 04/01/29
0
1899404 601/G01 F 347,500.00 ZZ
360 346,956.20 1
8 WASHINGTON TERRACE 7.250 2,370.56 58
7.000 2,370.56 600,000.00
ST LOUIS MO 63112 2 02/17/99 00
0431300722 03 04/01/99 0
13242516 O 03/01/29
0
1899410 601/G01 F 340,000.00 ZZ
360 339,454.61 1
2014 GOLF COURSE VIEW 7.125 2,290.64 67
6.875 2,290.64 510,000.00
EDWARDSVILLE IL 62025 4 02/26/99 00
0431300144 03 04/01/99 0
13236567 O 03/01/29
0
1
1899414 601/G01 F 250,700.00 ZZ
360 250,499.52 1
6345 PRAIRIE HILLS DRIVE 7.125 1,689.01 90
6.875 1,689.01 280,000.00
CHEYENNE WY 82009 2 03/25/99 01
0431297902 05 05/01/99 25
5100003945 O 04/01/29
0
1899424 601/G01 F 376,000.00 ZZ
360 376,000.00 1
221 SUMMERFIELD DRIVE 6.500 2,376.58 80
6.250 2,376.58 470,000.00
NEW LENOX IL 60451 1 04/02/99 00
0431301555 05 06/01/99 0
000 O 05/01/29
0
1899430 601/G01 F 300,000.00 ZZ
360 299,765.97 1
14470 145TH COURT 7.250 2,046.53 75
7.000 2,046.53 400,000.00
ELK RIVER MN 55330 5 03/25/99 00
0431299437 03 05/01/99 0
13488846 O 04/01/29
0
1899444 601/G01 F 273,150.00 ZZ
360 272,947.29 1
8737 W GILMORE AVENUE 7.500 1,909.90 90
7.250 1,909.90 303,527.00
LAS VEGAS NV 89129 1 03/09/99 04
0431301647 03 05/01/99 25
13131677 O 04/01/29
0
1899448 601/G01 F 345,000.00 ZZ
360 344,389.54 1
2 MURPHY WAY 6.625 2,209.08 57
6.375 2,209.08 615,000.00
LYNNFIELD MA 01940 2 02/23/99 00
0431298843 05 04/01/99 0
000 O 03/01/29
0
1899460 601/G01 F 350,800.00 ZZ
360 350,526.34 1
1
38961 ALTURA ST 7.250 2,393.08 80
7.000 2,393.08 438,500.00
FREMONT CA 94536 2 03/26/99 00
0431300151 05 05/01/99 0
R04632DW O 04/01/29
0
1899464 J95/J95 F 326,400.00 ZZ
360 326,132.45 1
14167 EDENBERRY DRIVE 7.000 2,171.55 80
6.750 2,171.55 408,000.00
LAKE OSWEGO OR 97035 1 03/09/99 00
16658627 03 05/01/99 0
16658627 O 04/01/29
0
1899475 J95/J95 F 439,500.00 ZZ
360 439,139.74 1
135 BELLA VISTA WAY 7.000 2,924.01 80
6.750 2,924.01 550,000.00
SAN FRANCISCO CA 94127 2 03/11/99 00
0016658890 05 05/01/99 0
0016658890 O 04/01/29
0
1899483 J95/J95 F 272,000.00 ZZ
360 271,782.48 1
63320 EAST CALLE DEL PAISANO 7.125 1,832.52 80
6.875 1,832.52 340,000.00
SCOTTSDALE AZ 85251 1 03/10/99 00
0016616203 05 05/01/99 0
0016616203 O 04/01/29
0
1899505 731/G01 F 272,000.00 ZZ
360 271,798.14 1
4745 KENISTON AVENUE 7.500 1,901.86 71
7.250 1,901.86 385,000.00
LOS ANGELES CA 90043 5 03/29/99 00
0431281716 05 05/01/99 0
411718470 O 04/01/29
0
1899518 B57/G01 F 312,000.00 ZZ
360 312,000.00 1
2246 CALLE VIOLETA 7.125 2,102.01 80
6.875 2,102.01 390,000.00
SAN DIMAS CA 91773 1 04/01/99 00
0431284454 05 06/01/99 0
1
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0
1899525 685/G01 F 168,000.00 ZZ
360 168,000.00 1
445 ARCHBRIAR WAY 7.500 1,174.69 80
7.250 1,174.69 210,000.00
SIMI VALLEY CA 93065 2 04/01/99 00
0431285741 01 06/01/99 0
117883 O 05/01/29
0
1899554 356/G01 F 300,000.00 ZZ
360 299,765.97 1
624 ALDEN LANE 7.250 2,046.53 52
7.000 2,046.53 580,000.00
LIVERMORE CA 94550 2 03/18/99 00
0431284330 05 05/01/99 0
2727063 O 04/01/29
0
1899562 356/G01 F 264,000.00 ZZ
360 263,794.05 1
35875 VIVIAN PL 7.250 1,800.95 78
7.000 1,800.95 340,000.00
FREMONT CA 94536 2 03/17/99 00
0431284413 05 05/01/99 0
2723245 O 04/01/29
0
1899566 356/G01 F 322,000.00 ZZ
360 321,748.81 1
2444 PADDOCK DRIVE 7.250 2,196.61 74
7.000 2,196.61 440,000.00
SAN RAMON CA 94583 2 03/19/99 00
0431284389 03 05/01/99 0
2738128 O 04/01/29
0
1899664 964/G01 F 525,000.00 ZZ
360 524,157.84 1
14870 LA RINCONADA DRIVE 7.125 3,537.02 70
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LOS GATOS CA 95032 2 02/24/99 00
0431283225 05 04/01/99 0
51240 O 03/01/29
0
1
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360 475,178.03 1
4708 MOOR PARK 6.750 3,087.33 80
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MACON GA 31210 5 03/01/99 00
0431283647 05 04/01/99 0
48837 O 03/01/29
0
1899695 664/G01 F 276,000.00 ZZ
360 275,768.12 1
5148 ARGUS DRIVE 6.875 1,813.13 74
6.625 1,813.13 375,000.00
LOS ANGELES CA 90041 2 03/16/99 00
0431291632 05 05/01/99 0
3021094 O 04/01/29
0
1899707 731/G01 F 410,000.00 ZZ
360 410,000.00 1
690 AUBURN AVENUE 7.250 2,796.92 72
7.000 2,796.92 570,000.00
SIERRA MADRE CA 91024 2 04/06/99 00
0431291764 05 06/01/99 0
1001884 O 05/01/29
0
1899724 B60/G01 F 200,000.00 ZZ
360 200,000.00 1
825 WARREN AVENUE 7.250 1,364.35 73
7.000 1,364.35 275,000.00
LOS ANGELES CA 90291 1 03/30/99 00
0431284231 05 06/01/99 0
266431 O 05/01/29
0
1899760 Q89/G01 F 81,123.83 ZZ
328 81,123.83 1
3754 SW 27 LANE 7.500 582.49 68
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MIAMI FL 33134 1 04/08/99 00
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1526954 O 09/01/26
0
1899773 Q89/G01 F 32,045.97 ZZ
338 32,045.97 1
320 FLANDERS G 7.250 222.68 62
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DELRAY BEACH FL 33484 2 04/12/99 00
0430283952 01 06/01/99 0
1600581 O 07/01/27
0
1899776 E33/G01 F 407,000.00 ZZ
360 407,000.00 1
67 MALLARD LANE 6.875 2,673.71 63
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LAKE FOREST IL 60045 2 04/09/99 00
0431286418 05 06/01/99 0
310527848 O 05/01/29
0
1899783 E45/G01 F 288,000.00 ZZ
360 287,769.69 1
5190 WILD GINGER COVE 7.125 1,940.31 75
6.875 1,940.31 384,000.00
NORCROSS GA 30092 5 03/25/99 00
0431284082 05 05/01/99 0
49802 O 04/01/29
0
1899803 Q89/G01 F 113,101.91 ZZ
335 113,101.91 1
7720 SW 93 AVENUE 7.500 806.97 66
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MIAMI FL 33173 5 04/13/99 00
0430195966 05 06/01/99 0
1564508 O 04/01/27
0
1899808 E85/G01 F 220,000.00 ZZ
360 220,000.00 1
110 ESMEYER DRIVE 6.875 1,445.24 52
6.625 1,445.24 431,000.00
SAN RAFAEL CA 94903 1 04/01/99 00
0431301571 05 06/01/99 0
9604922 O 05/01/29
0
1899819 638/G01 F 400,000.00 ZZ
360 399,672.12 1
14022 APRICOTT HILL 7.000 2,661.21 30
6.750 2,661.21 1,350,000.00
SARATOGA CA 95070 1 03/25/99 00
0431286715 05 05/01/99 0
8867327 O 04/01/29
0
1
1899822 765/G01 F 472,000.00 ZZ
360 471,631.79 1
363 PORT ROYAL AVENUE 7.250 3,219.88 70
7.000 3,219.88 675,000.00
FOSTER CITY CA 94404 1 03/25/99 00
0431282771 05 05/01/99 0
180992 O 04/01/29
0
1899830 944/G01 F 255,000.00 ZZ
360 255,000.00 1
335 SANDSTONE DRIVE 7.000 1,696.52 79
6.750 1,696.52 325,000.00
FREMONT CA 94536 2 04/02/99 00
0431283191 05 06/01/99 0
990200091 O 05/01/29
0
1899833 638/G01 F 546,000.00 ZZ
360 545,552.45 1
215 NORTH BOWLING GREEN WAY 7.000 3,632.55 70
6.750 3,632.55 780,000.00
LOS ANGELES CA 90049 1 03/25/99 00
0431287135 05 05/01/99 0
8868313 O 04/01/29
0
1899841 638/G01 F 121,000.00 ZZ
360 120,907.93 1
5533 NORTH OLCOTT 7.375 835.72 65
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CHICAGO IL 60656 2 03/29/99 00
0431287309 05 05/01/99 0
8867992 O 04/01/29
0
1899854 B23/G01 F 485,700.00 ZZ
360 485,700.00 1
9372 SOUTH LOMA STREET 7.375 3,354.61 75
7.125 3,354.61 650,000.00
VILLA PARK CA 92861 5 04/01/99 00
0431284603 05 06/01/99 0
0000 O 05/01/29
0
1899861 Q89/G01 F 201,212.22 ZZ
339 201,212.22 1
1
46 SPY POND PARKWAY 7.500 1,430.65 63
7.250 1,430.65 325,000.00
ARLINGTON MA 02174 5 04/14/99 00
0430362525 05 06/01/99 0
1610309 O 08/01/27
0
1899881 638/G01 F 267,000.00 ZZ
360 266,781.14 1
526 VALLEY VIEW ROAD 7.000 1,776.36 77
6.750 1,776.36 350,000.00
LOVELAND CO 80537 2 03/24/99 00
0431287291 05 05/01/99 0
8865698 O 04/01/29
0
1899919 Q89/G01 F 48,904.79 ZZ
338 48,904.79 1
5 JOANN COURT 7.500 348.02 80
7.250 348.02 62,000.00
VIOLET LA 70092 5 04/13/99 00
0430315911 05 06/01/99 0
1597656 O 07/01/27
0
1899927 Q89/G01 F 137,789.74 ZZ
336 137,789.74 1
38 WILLOW RIDGE DRIVE 7.500 982.25 59
7.250 982.25 239,900.00
SMITHTOWN NY 11787 1 04/14/99 00
0430265793 01 06/01/99 0
1589972 O 05/01/27
0
1899931 Q69/G01 F 324,000.00 ZZ
360 323,734.41 1
7522 MIDBURY DRIVE 7.000 2,155.59 90
6.750 2,155.59 360,000.00
DALLAS TX 75230 2 03/30/99 04
0431284512 05 05/01/99 25
9902024 O 04/01/29
0
1899948 Q89/G01 F 172,111.54 ZZ
335 172,111.54 1
4131 CONWAY VALLEY ROAD 7.500 1,228.00 52
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ATLANTA GA 30327 1 04/14/99 00
0430199851 05 06/01/99 0
1
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0
1899958 638/G01 F 575,000.00 ZZ
360 574,540.18 1
7001 FAIRWAY ROAD 7.125 3,873.88 63
6.875 3,873.88 925,000.00
LA JOLLA CA 92037 1 03/22/99 00
0431288307 05 05/01/99 0
8865849 O 04/01/29
0
1899960 Q89/G01 F 26,054.20 ZZ
334 26,054.20 1
23350 DIXBORO 7.500 186.05 80
7.250 186.05 34,000.00
SOUTH LYON MI 48178 5 04/14/99 00
0430178111 01 06/01/99 0
1564788 O 03/01/27
0
1899961 638/G01 F 168,000.00 ZZ
360 167,868.94 1
20193 MCKAY DRIVE 7.250 1,146.06 80
7.000 1,146.06 210,000.00
WALNUT CA 91789 5 03/23/99 00
0431288281 05 05/01/99 0
8866418 O 04/01/29
0
1899978 Q89/G01 F 154,282.66 ZZ
329 154,282.66 1
1 CEDAR STREET 7.500 1,106.76 75
7.250 1,106.76 210,000.00
MADISON NJ 07940 1 04/13/99 00
0430075325 05 06/01/99 0
1538515 O 10/01/26
0
1900017 H29/G01 F 278,500.00 ZZ
360 278,500.00 1
336 BINGHAM ROAD 7.375 1,923.54 69
7.125 1,923.54 405,000.00
CARLISLE MA 01741 5 04/07/99 00
0431292119 05 06/01/99 0
0000 O 05/01/29
0
1
1900028 638/G01 F 82,400.00 ZZ
360 82,335.72 1
290 ACORN TREE DRIVE 7.250 562.11 80
7.000 562.11 103,000.00
DALLAS GA 30132 1 03/31/99 00
0431286608 05 05/01/99 0
8867052 O 04/01/29
0
1900030 B65/G01 F 258,600.00 ZZ
360 258,600.00 1
5536 FAWNBROOK LANE 7.250 1,764.11 75
7.000 1,764.11 345,000.00
DUBLIN OH 43017 2 04/08/99 00
0431283373 05 06/01/99 0
0000 O 05/01/29
0
1900031 638/G01 F 270,000.00 ZZ
360 269,773.17 1
20 CORNELL ROAD 6.875 1,773.71 84
6.625 1,773.71 325,000.00
NEW FAIRFIELD CT 06812 1 04/01/99 14
0431287481 05 05/01/99 12
8856409 O 04/01/29
0
1900047 Q89/G01 F 106,954.02 ZZ
335 106,954.02 1
22 SWEETWOOD 7.500 763.11 75
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SAN ANTONIO TX 78250 1 04/06/99 00
0410369375 03 06/01/99 0
1570831 O 04/01/27
0
1900088 Q89/G01 F 316,557.91 ZZ
338 316,557.91 1
5801 FOX CHAPEL DRIVE 7.500 2,252.71 80
7.250 2,252.71 416,000.00
AUSTIN TX 78746 1 04/13/99 00
0430323576 05 06/01/99 0
1598690 O 07/01/27
0
1900089 638/G01 F 80,500.00 ZZ
360 80,500.00 1
3417 MELODY COURT 7.375 555.99 70
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1
CENTRALIA WA 98531 2 03/30/99 00
0431287010 05 06/01/99 0
8855457 O 05/01/29
0
1900098 638/G01 F 232,000.00 ZZ
360 231,819.02 1
26935 GRASS VALLEY LANE 7.250 1,582.65 80
7.000 1,582.65 290,000.00
LAKE ARROWHEAD CA 92352 2 03/23/99 00
0431288240 05 05/01/99 0
8871420 O 04/01/29
0
1900105 638/G01 F 292,500.00 ZZ
360 292,271.82 1
546 CONDOR LANE 7.250 1,995.37 90
7.000 1,995.37 325,000.00
SAN MARCOS CA 92069 1 03/30/99 10
0431294313 03 05/01/99 25
8874500 O 04/01/29
0
1900130 J95/J95 F 608,000.00 ZZ
360 607,489.20 1
6540 FAIRWAY AVENUE SOUTHEAST 6.875 3,994.13 80
6.625 3,994.13 760,000.00
SNOQUALMIE WA 98065 1 03/08/99 00
0016634743 03 05/01/99 0
0016634743 O 04/01/29
0
1900140 J95/J95 F 266,000.00 ZZ
360 265,792.49 1
9312 FORREST WIND DRIVE 7.250 1,814.59 95
7.000 1,814.59 280,000.00
COLLIERVILLE TN 38017 1 03/19/99 04
0015082423 05 05/01/99 30
0015082423 O 04/01/29
0
1900142 J95/J95 F 448,000.00 ZZ
360 447,650.52 1
278 CANYON LAKES PLACE 7.250 3,056.15 80
7.000 3,056.15 560,000.00
SAN RAMON CA 94583 1 03/05/99 00
0016664898 03 05/01/99 0
0016664898 O 04/01/29
0
1
1900147 J95/J95 F 388,000.00 ZZ
360 387,681.96 1
11436 ROTHSCHILD PLACE 7.000 2,581.37 80
6.750 2,581.37 485,000.00
DUBLIN CA 94568 1 03/11/99 00
0014288336 03 05/01/99 0
0014288336 O 04/01/29
0
1900154 J95/J95 F 292,500.00 ZZ
360 291,623.53 1
119 CONCHO DRIVE 7.500 2,045.20 87
7.250 2,045.20 340,000.00
CEDAR CREEK TX 78612 2 12/21/98 04
0012387528 03 02/01/99 25
0012387528 O 01/01/29
0
1900161 J95/J95 F 250,000.00 ZZ
360 249,800.08 1
6489 RIVER FALL DRIVE 7.125 1,684.30 40
6.875 1,684.30 625,000.00
MEMPHIS TN 38120 2 03/19/99 00
0015097132 05 05/01/99 0
0015097132 O 04/01/29
0
1900164 J95/J95 F 327,000.00 ZZ
360 326,751.18 1
869 CANADA DRIVE 7.375 2,258.51 77
7.125 2,258.51 425,000.00
MILPITAS CA 95035 2 03/19/99 00
0016654964 05 05/01/99 0
0016654964 O 04/01/29
0
1900170 J95/J95 F 275,000.00 ZZ
360 274,780.08 1
424 MINE ROAD 7.125 1,852.73 85
6.875 1,852.73 325,000.00
ASBURY NJ 08802 2 03/18/99 01
96057619 05 05/01/99 12
96057619 O 04/01/29
0
1900181 J95/J95 F 300,000.00 ZZ
360 299,760.09 1
1
3611 VAN NESS STREET NW 7.125 2,021.16 80
6.875 2,021.16 375,000.00
WASHINGTON DC 20008 1 03/17/99 00
0016706087 05 05/01/99 0
0016706087 O 04/01/29
0
1900193 J95/J95 F 277,600.00 ZZ
360 277,372.45 1
865 RIDGEDALE COURT 7.000 1,846.88 80
6.750 1,846.88 347,000.00
EL SOBRANTE CA 94803 1 03/10/99 00
0016636565 03 05/01/99 0
0016636565 O 04/01/29
0
1900201 J95/J95 F 295,000.00 ZZ
360 294,746.01 1
7970 SW NORTHVALE WAY 6.750 1,913.37 68
6.500 1,913.37 440,000.00
PORTLAND OR 97225 5 03/12/99 00
0016649013 05 05/01/99 0
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0
1900206 E82/G01 F 305,000.00 ZZ
360 305,000.00 1
100 MONUMENT PEAKCOURT 7.250 2,080.64 73
7.000 2,080.64 423,500.00
FOLSOM CA 95630 2 04/10/99 00
0400192167 05 06/01/99 0
1527086 O 05/01/29
0
1900289 K31/G01 F 315,000.00 ZZ
360 315,000.00 1
185 OVERTON DRIVE NE 7.125 2,122.21 75
6.875 2,122.21 420,000.00
ATLANTA GA 30342 5 04/05/99 00
0431284124 05 06/01/99 0
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0
1900310 664/G01 F 365,000.00 ZZ
360 364,700.81 1
7218 LA PRESA DRIVE 7.000 2,428.36 61
6.750 2,428.36 600,000.00
LOS ANGELES CA 90068 2 03/19/99 00
0431307743 05 05/01/99 0
1
3022589 O 04/01/29
0
1900321 961/G01 F 260,000.00 ZZ
360 259,770.61 1
1942 WELLESLEY ROAD 6.625 1,664.81 52
6.375 1,664.81 500,000.00
SAN MARINO CA 91108 2 03/17/99 00
0431284058 05 05/01/99 0
09112199 O 04/01/29
0
1900330 926/926 F 160,500.00 ZZ
360 160,377.87 1
173 SUMTER SQUARE 7.375 1,108.54 70
7.125 1,108.54 230,000.00
BLUFFTON SC 29910 5 03/19/99 00
163016425 03 05/01/99 0
163016425 O 04/01/29
0
1900343 624/G01 F 260,000.00 ZZ
360 260,000.00 1
1885 TURK STREET #2 7.125 1,751.67 80
6.875 1,751.67 325,000.00
SAN FRANCISCO CA 94115 1 04/05/99 00
0431286988 01 06/01/99 0
86025590016 O 05/01/29
0
1900359 601/G01 F 280,000.00 ZZ
360 279,746.87 1
2717 GREEN ACRES ROAD 6.500 1,769.80 73
6.250 1,769.80 388,000.00
ROGERS AR 72758 2 03/26/99 00
0431301712 05 05/01/99 0
1331726 O 04/01/29
0
1900363 601/G01 F 280,000.00 ZZ
360 279,781.57 1
1135 WHITMOOR DRIVE 7.250 1,910.10 72
7.000 1,910.10 393,000.00
ST CHARLES MO 66304 2 03/05/99 00
0431301290 05 05/01/99 0
03329198 O 04/01/29
0
1
1900364 356/G01 F 255,000.00 ZZ
360 254,801.08 1
945 WINDSOR HILLS CIRCLE 7.250 1,739.55 67
7.000 1,739.55 385,000.00
SAN JOSE CA 95123 2 03/19/99 00
0431284280 03 05/01/99 0
2710184 O 04/01/29
0
1900367 356/G01 F 387,525.00 ZZ
360 387,222.69 1
304 MINDANAO DRIVE 7.250 2,643.61 70
7.000 2,643.61 560,000.00
REDWOOD CITY CA 94065 2 03/17/99 00
0431284306 03 05/01/99 0
2757904 O 04/01/29
0
1900371 356/G01 F 352,800.00 ZZ
360 352,524.78 1
32559 CARMEL WAY 7.250 2,406.72 76
7.000 2,406.72 470,000.00
UNION CITY CA 94587 2 03/16/99 00
0431284314 05 05/01/99 0
2729341 O 04/01/29
0
1900400 638/G01 F 161,000.00 ZZ
360 160,886.37 1
15236 MAPLEWILD AVE SOUTHWEST 7.750 1,153.42 70
7.500 1,153.42 230,000.00
SEATTLE WA 98166 1 03/19/99 00
0431294453 05 05/01/99 0
08871390 O 04/01/29
0
1900409 638/G01 F 191,700.00 ZZ
360 191,546.70 1
113 MINA DRIVE 7.125 1,291.52 80
6.875 1,291.52 239,640.00
MIDDLETOWN MD 21769 1 03/30/99 00
0431293430 05 05/01/99 0
08790907 O 04/01/29
0
1900413 638/G01 F 227,200.00 ZZ
360 227,039.64 1
145 EAST SPRING DRIVE 7.750 1,627.69 80
7.500 1,627.69 284,000.00
1
WOODLAND HILLS UT 84653 2 03/29/99 00
0431293554 05 05/01/99 0
08853918 O 04/01/29
0
1900416 638/G01 F 248,000.00 ZZ
360 247,791.65 1
2568 OLMSTEAD COURT 6.875 1,629.18 80
6.625 1,629.18 310,000.00
SAN FRANCISCO CA 94080 2 03/26/99 00
0431293653 09 05/01/99 0
8866177 O 04/01/29
0
1900426 638/G01 F 275,000.00 ZZ
360 274,774.59 1
10 MARCIE WOODS COURT 7.000 1,829.58 73
6.750 1,829.58 378,500.00
BALTIMORE MD 21208 1 03/30/99 00
0431293794 05 05/01/99 0
08861616 O 04/01/29
0
1900483 638/G01 F 260,000.00 ZZ
360 259,802.16 1
2988 ANGELONI PLACE 7.375 1,795.76 80
7.125 1,795.76 325,000.00
SAN JOSE CA 95111 2 03/29/99 00
0431288646 03 05/01/99 0
08871150 O 04/01/29
0
1900512 G28/G01 F 375,000.00 ZZ
360 375,000.00 1
5810 SHENANDOAH AVENUE 6.875 2,463.49 75
6.625 2,463.49 500,000.00
LOS ANGELES CA 90056 2 04/06/99 00
0431294784 05 06/01/99 0
0351706 O 05/01/29
0
1900526 E33/G01 F 304,000.00 ZZ
360 304,000.00 1
7460 BRADFORD COURT 7.000 2,022.52 75
6.750 2,022.52 405,840.00
GURNEE IL 60031 1 04/14/99 00
0431290097 03 06/01/99 0
539360050 O 05/01/29
0
1
1900529 893/G01 F 153,600.00 ZZ
360 153,600.00 1
1036 NORTH REGATTA DRIVE 7.250 1,047.82 80
7.000 1,047.82 192,000.00
VALLEJO CA 94591 2 04/02/99 00
0431290287 05 06/01/99 0
99030117 O 05/01/29
0
1900573 J95/J95 F 260,000.00 ZZ
360 259,792.08 1
8 HYACINTH DRIVE 7.125 1,751.67 78
6.875 1,751.67 335,000.00
WESTFORD MA 01886 2 03/15/99 00
0014297386 05 05/01/99 0
0014297386 O 04/01/29
0
1900590 J95/J95 F 322,500.00 ZZ
360 321,969.74 1
67 WINDRUSH LN 7.000 2,145.61 75
6.750 2,145.61 430,000.00
BARRINGTON IL 60010 5 03/03/99 00
0016587446 05 04/01/99 0
0016587446 O 03/01/29
0
1900595 P51/G01 F 588,750.00 ZZ
360 588,750.00 1
24915 ALICATE DRIVE 7.250 4,016.31 75
7.000 4,016.31 785,000.00
CALABASAS CA 91302 2 04/12/99 00
0431300649 03 06/01/99 0
99000006 O 05/01/29
0
1900599 J95/J95 F 292,000.00 ZZ
360 291,783.29 1
746 BLOCHING CIR 7.500 2,041.71 80
7.250 2,041.71 365,000.00
CLAYTON CA 94517 1 03/15/99 00
0016643595 05 05/01/99 0
0016643595 O 04/01/29
0
1900604 738/G01 F 315,000.00 ZZ
360 314,748.09 1
1
917 FIDDLERS CREEK ROAD 7.125 2,122.22 79
6.875 2,122.22 399,580.00
PONTE VEDRA BEA FL 32082 1 03/31/99 00
0431284744 03 05/01/99 0
4988517 O 04/01/29
0
1900626 F27/F27 F 290,000.00 ZZ
360 289,394.81 1
18246 WICKHAM ROAD 6.750 1,880.94 80
6.500 1,880.94 362,505.00
OLNEY MD 20832 1 02/26/99 00
6060051559 03 04/01/99 0
6060051559 O 03/01/29
0
1900633 601/G01 F 294,000.00 ZZ
360 293,753.01 1
47 IVIERS DRIVE 6.875 1,931.37 80
6.625 1,931.37 367,500.00
LITTLE ROCK AR 72223 1 03/22/99 00
0431300839 05 05/01/99 0
13274873 O 04/01/29
0
1900635 601/G01 F 258,950.00 ZZ
360 258,727.05 1
NORTH FORK LEFT FORK 6.750 1,679.54 81
6.500 1,679.54 320,000.00
BLACK MOUNTAIN NC 28711 2 03/12/99 12
0431300763 05 05/01/99 25
13279856 O 04/01/29
0
1900636 601/G01 F 480,000.00 ZZ
360 479,616.15 1
57 BARKLEY PL 7.125 3,233.85 80
6.875 3,233.85 600,000.00
ST CHARLES MO 63301 4 03/19/99 12
0431300714 05 05/01/99 12
13267950 O 04/01/29
0
1900637 601/G01 F 300,000.00 ZZ
360 299,760.09 1
45 PLYMOUTH STREET 7.125 2,021.16 75
6.875 2,021.16 401,000.00
MONTCLAIR TOWNS NJ 07042 1 04/01/99 00
0431300615 05 05/01/99 0
1
1346723 O 04/01/29
0
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RIVERSIDE CA 92506 1 03/25/99 00
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TEMECULA CA 92592 1 03/12/99 00
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CARLSBAD CA 92009 1 02/16/99 00
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0
1902162 462/G01 F 284,000.00 ZZ
360 283,314.59 1
2038 VIA ARROYO 7.125 1,913.36 79
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LAVERNE CA 91750 2 01/08/99 00
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0
1902175 Q89/G01 F 288,146.87 ZZ
330 288,146.87 1
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ORANGE PARK FL 32073 1 04/14/99 00
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0
1902185 J95/J95 F 248,250.00 ZZ
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GAINSVILLE VA 20155 2 03/24/99 10
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IRVINE CA 92612 1 03/25/99 00
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344437 O 04/01/29
0
1902188 J95/J95 F 272,000.00 ZZ
360 271,771.48 1
2203 GOLDENTREE WAY 6.875 1,786.85 80
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VIENNA VA 22182 1 03/19/99 00
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1902192 J95/J95 F 108,400.00 ZZ
360 106,329.21 1
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MANSFIELD TX 76063 1 05/22/98 00
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0
1902202 J95/J95 F 328,000.00 ZZ
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KENSINGTON MD 20895 5 03/17/99 00
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LOS GATOS CA 95033 1 04/06/99 00
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1
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360 535,602.21 1
5445 EAST NAPOLEON 7.500 3,747.79 79
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AGOURA AREA CA 91377 2 03/17/99 00
0431290493 03 05/01/99 0
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0
1902208 J95/J95 F 285,000.00 ZZ
360 284,783.14 1
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NEWBURY MA 01922 2 03/10/99 00
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360 93,981.92 1
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337 39,320.15 1
10 EAST BEACH ROAD UNIT 14 7.500 280.05 50
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CHARLESTON RI 02813 1 04/16/99 00
0430272435 01 06/01/99 0
1588814 O 06/01/27
0
1902221 J95/J95 F 344,000.00 ZZ
360 343,710.99 1
2806 BREWSTER AVE 6.875 2,259.84 80
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REDWOOD CITY CA 94062 1 03/22/99 00
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1902226 J95/J95 F 347,167.00 ZZ
360 346,896.18 1
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POMONA CA 91766 2 03/09/99 14
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1902229 Q89/G01 F 158,412.80 ZZ
338 158,412.80 1
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OKLAHOMA CITY OK 73120 2 04/16/99 00
0430319269 05 06/01/99 0
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0
1902234 Q89/G01 F 36,442.15 ZZ
337 36,442.15 1
101 GOODSON AVENUE 7.500 259.55 48
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GIBSONVILLE NC 27249 1 04/16/99 00
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0
1902243 Q89/G01 F 113,333.86 ZZ
338 113,333.86 1
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SEVERN MD 21144 2 04/14/99 00
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0
1902247 664/G01 F 180,000.00 ZZ
360 179,866.41 1
32809 CROWN VALLEY ROAD 7.500 1,258.59 80
7.250 1,258.59 225,000.00
ACTON AREA CA 93510 1 03/26/99 00
0431290592 05 05/01/99 0
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0
1902249 Q89/G01 F 243,951.85 ZZ
340 243,951.85 1
2307 BLUFFVIEW COURT 7.500 1,733.05 94
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ARLINGTON TX 76011 1 04/16/99 04
0430415364 05 06/01/99 30
1627141 O 09/01/27
0
1
1902270 A35/G01 F 328,000.00 ZZ
360 328,000.00 1
53 CENTRE STREET 7.125 2,209.80 80
6.875 2,209.80 410,000.00
WOODMERE NY 11598 1 04/05/99 00
0431289081 05 06/01/99 0
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0
1902348 J95/J95 F 264,000.00 ZZ
360 262,420.46 1
2121 PAUL SPRING ROAD 6.875 1,734.30 80
6.625 1,734.30 330,000.00
ALEXANDRIA VA 22307 1 09/25/98 00
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0
1902415 J95/J95 F 303,000.00 ZZ
360 302,745.44 1
20 PALM WAY 6.875 1,990.50 37
6.625 1,990.50 830,000.00
MILL VALLEY CA 94949 2 03/11/99 00
0016657223 05 05/01/99 0
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0
1902418 J95/J95 F 494,500.00 ZZ
360 494,074.24 1
1131 VIA CAROLINA 6.750 3,207.32 80
6.500 3,207.32 625,000.00
LA JOLLA CA 92037 2 03/03/99 00
0014024194 05 05/01/99 0
0014024194 O 04/01/29
0
1902424 J95/J95 F 262,500.00 ZZ
360 262,295.23 1
12039 WEDDINGTON STREET 7.250 1,790.71 75
7.000 1,790.71 350,000.00
NORTH HOLLYWOOD CA 91607 5 03/17/99 00
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1902428 J95/J95 F 269,500.00 ZZ
360 268,166.78 1
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1020 NW MUIRFIELD CT 6.750 1,747.98 73
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BEAVERTON OR 97006 2 11/13/98 00
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0
1902442 638/G01 F 98,400.00 ZZ
360 98,326.97 1
12 GRAY PINE COMMON 7.500 688.03 80
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AVON CT 06001 1 03/26/99 00
0431291236 03 05/01/99 0
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0
1902454 J95/J95 F 250,000.00 ZZ
240 249,534.48 1
26 CANTERBURY WAY 7.250 1,975.94 77
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FARMINGDALE NJ 07727 2 03/12/99 00
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1902456 J95/J95 F 304,000.00 ZZ
360 303,738.26 1
18446 NORTHEAST 196TH PLACE 6.750 1,971.74 80
6.500 1,971.74 380,000.00
WOODINVILLE WA 98072 2 03/12/99 00
0013935093 03 05/01/99 0
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1902458 J95/J95 F 404,000.00 ZZ
360 403,660.59 1
607 LOGAN'S LANE 6.875 2,653.99 80
6.625 2,653.99 505,000.00
SOUTHLAKE TX 76092 1 03/04/99 00
0013019401 03 05/01/99 0
0013019401 O 04/01/29
0
1902464 E45/G01 F 350,000.00 ZZ
360 349,713.11 1
2310 BLACKHEATH TRACE 7.000 2,328.56 44
6.750 2,328.56 800,000.00
ALPHARETTA GA 30005 5 04/02/99 00
0431289065 05 05/01/99 0
1
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0
1902482 J95/J95 F 264,800.00 ZZ
240 263,733.28 1
7600 VALBURN 6.625 1,993.81 77
6.375 1,993.81 345,000.00
AUSTIN TX 78759 2 02/15/99 00
0012872222 05 04/01/99 0
0012872222 O 03/01/19
0
1902485 J95/J95 F 347,200.00 ZZ
360 345,381.02 1
5345 ESTATES DRIVE 6.750 2,251.93 80
6.500 2,251.93 434,000.00
OAKLAND CA 94618 1 10/05/98 00
0012807913 05 12/01/98 0
0012807913 O 11/01/28
0
1902490 601/G01 F 488,000.00 ZZ
360 487,628.67 1
10175 MIGUELITO RD 7.375 3,370.50 80
7.125 3,370.50 610,000.00
SAN JOSE CA 95127 1 03/10/99 00
0431301746 05 05/01/99 0
000 O 04/01/29
0
1902500 601/G01 F 290,000.00 ZZ
360 289,784.77 1
2904 QUEENS ESTATES CT 7.500 2,027.73 87
7.250 2,027.73 335,000.00
SAN JOSE CA 95135 2 03/08/99 10
0431297720 05 05/01/99 25
60038213 O 04/01/29
0
1902501 601/G01 F 305,000.00 ZZ
360 304,773.65 1
938 22ND STREET 7.500 2,132.60 47
7.250 2,132.60 650,000.00
SANTA MONICA CA 90403 5 03/10/99 00
0431297670 05 05/01/99 0
6003612 O 04/01/29
0
1
1902503 601/G01 F 268,000.00 ZZ
360 267,790.94 1
4070 ROXBURY MILL ROAD 7.250 1,828.23 80
7.000 1,828.23 335,000.00
GLENWOOD MD 21738 2 03/25/99 00
0431299189 05 05/01/99 0
1344111 O 04/01/29
0
1902506 601/G01 F 273,000.00 ZZ
360 272,781.68 1
2370 KEIM ROAD 7.125 1,839.26 76
6.875 1,839.26 363,000.00
NAPERVILLE IL 60565 1 03/26/99 00
0431299148 05 05/01/99 0
1341015 O 04/01/29
0
1902510 601/G01 F 286,000.00 ZZ
360 285,787.74 1
180 BRAIR LANE 7.500 1,999.76 63
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WESTWOOD MA 02090 1 03/19/99 00
0431298793 05 05/01/99 0
1343121 O 04/01/29
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1902512 601/G01 F 339,920.00 ZZ
360 339,641.37 1
5 BERNETT CIRCLE 7.000 2,261.50 80
6.750 2,261.50 424,900.00
BILLERICA MA 01821 1 03/26/99 00
0431300243 05 05/01/99 0
13431325 O 04/01/29
0
1902513 601/G01 F 400,000.00 T
360 399,672.12 1
3302 JASPER BLVD 7.000 2,661.21 43
6.750 2,661.21 950,000.00
SULLIVANS ISLAN SC 29482 1 03/22/99 00
0431301340 05 05/01/99 0
0031345328 O 04/01/29
0
1902514 601/G01 F 266,000.00 ZZ
360 265,770.97 1
5981 DOWNINGTON RIDGE 6.750 1,725.28 80
6.500 1,725.28 332,500.00
1
ACWORTH GA 30101 1 03/29/99 00
0431299759 03 05/01/99 0
000 O 04/01/29
0
1902516 601/G01 F 290,000.00 ZZ
360 289,762.29 1
15380 UNION AVE 7.000 1,929.38 73
6.750 1,929.38 401,000.00
SAN JOSE CA 95124 2 02/26/99 00
0431300631 05 05/01/99 0
000 O 04/01/29
0
1902545 811/G01 F 303,200.00 ZZ
360 303,200.00 1
3801 MONTEREY BOULEVARD 7.375 2,094.13 80
7.125 2,094.13 379,000.00
OAKLAND CA 94619 1 04/12/99 00
0431290857 05 06/01/99 0
FM02104842 O 05/01/29
0
1902547 811/G01 F 584,000.00 ZZ
360 584,000.00 1
167 MADRONE AVENUE 7.000 3,885.37 80
6.750 3,885.37 730,000.00
LARKSPUR CA 94939 1 04/12/99 00
0431291434 05 06/01/99 0
FM02210496 O 05/01/29
0
1902548 J95/J95 F 500,000.00 ZZ
360 499,600.15 1
14670 SW HAZELTREE TERRACE 7.125 3,368.60 80
6.875 3,368.60 625,000.00
TIGARD OR 97224 1 03/12/99 00
0016672784 05 05/01/99 0
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0
1902550 687/G01 F 292,700.00 ZZ
360 292,460.07 1
25558 HOUSMAN PLACE 7.000 1,947.35 80
6.750 1,947.35 365,895.00
STEVENSON RANCH CA 91381 1 03/23/99 00
0431302157 03 05/01/99 0
34900701 O 04/01/29
0
1
1902554 J95/J95 F 380,000.00 ZZ
360 379,688.52 1
4545 LAWN AVENUE 7.000 2,528.15 64
6.750 2,528.15 600,000.00
WESTERN SPRINGS IL 60558 2 03/05/99 00
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0
1902566 J95/J95 F 350,000.00 ZZ
360 349,726.96 1
4440 EAST ARLINGTON ROAD 7.250 2,387.62 79
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PHOENIX AZ 85018 1 03/01/99 00
0013889621 05 05/01/99 0
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0
1902584 966/G01 F 351,150.00 ZZ
360 350,663.51 1
2944 UNIVERSITY BOULEVARD 7.875 2,546.08 53
7.625 2,546.08 675,000.00
UNIVERSITY PARK TX 75205 2 02/19/99 00
0431294537 05 04/01/99 0
30010317 O 03/01/29
0
1902588 966/G01 F 290,750.00 T
360 290,523.18 1
51 DOGHOBBLE WAY 7.250 1,983.43 73
7.000 1,983.43 400,000.00
CASHIERS NC 28717 2 03/24/99 00
0431290147 05 05/01/99 0
40006799 O 04/01/29
0
1902594 J95/J95 F 320,000.00 ZZ
360 319,744.10 1
1070 FITZGERALD AVENUE 7.125 2,155.90 54
6.875 2,155.90 595,000.00
GILROY CA 95020 5 03/17/99 00
0014289250 05 05/01/99 0
0014289250 O 04/01/29
0
1902600 J95/J95 F 360,400.00 ZZ
360 360,097.21 1
1
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6.625 2,367.58 450,500.00
ST CHARLES IL 60175 1 03/22/99 00
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001663734 O 04/01/29
0
1902615 J95/J95 F 365,500.00 ZZ
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16730 SE 44TH STREET 6.875 2,401.07 58
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ISSAQUAH WA 98027 5 02/19/99 00
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1902617 813/813 F 413,000.00 ZZ
360 412,653.03 1
2809 A-1 LAI ROAD 6.875 2,713.12 79
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HONOLULU HI 96816 2 03/24/99 00
990301004 05 05/01/99 0
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0
1902624 J95/J95 F 431,450.00 ZZ
360 430,722.98 1
2475 BRENNEN WAY 6.875 2,834.32 80
6.625 2,834.32 539,345.00
FULLERTON CA 92835 1 02/23/99 00
0013997697 03 04/01/99 0
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0
1902629 966/G01 F 506,500.00 ZZ
360 506,104.88 1
4228 COLGATE AVENUE 7.250 3,455.22 65
7.000 3,455.22 780,000.00
DALLAS TX 75225 2 03/29/99 00
0431290980 05 05/01/99 0
40003762 O 04/01/29
0
1902634 966/G01 F 118,000.00 ZZ
360 117,905.64 1
11200 JEREME TRAIL 7.125 794.99 80
6.875 794.99 147,500.00
FRISCO TX 75035 1 03/31/99 00
0431289800 05 05/01/99 0
1
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0
1902652 K71/K71 F 460,000.00 ZZ
360 460,000.00 1
1820 WESTCHESTER CIRCLE 7.500 3,216.39 66
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ANCHORAGE AK 99517 1 04/01/99 00
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1902666 356/G01 F 244,000.00 ZZ
360 244,000.00 1
568 RANCHO ARROYO PARKWAY 7.500 1,706.09 50
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FREMONT CA 94536 2 03/08/99 00
0431289396 05 06/01/99 0
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0
1902670 685/G01 F 260,000.00 ZZ
360 260,000.00 1
28102 VIA DEL CERRO 7.375 1,795.76 80
7.125 1,795.76 325,000.00
SAN JUAN CAPIST CA 92675 1 04/07/99 00
0431288141 05 06/01/99 0
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0
1902673 685/G01 F 243,350.00 ZZ
360 243,350.00 1
25240 NORTH HOPKINS PLACE 7.125 1,639.50 80
6.875 1,639.50 304,200.00
STEVENSON RANCH CA 91381 1 04/06/99 00
0431287754 03 06/01/99 0
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0
1902727 J99/G01 F 314,800.00 ZZ
360 314,800.00 1
5646 LE FEVRE DRIVE 7.625 2,228.13 80
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SAN JOSE CA 95118 1 04/07/99 00
0431287473 03 06/01/99 0
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0
1
1902769 462/462 F 277,150.00 ZZ
360 276,679.97 1
12685 SENDA PANACEA 6.875 1,820.68 80
6.625 1,820.68 346,456.00
SAN DIEGO CA 92129 1 02/12/99 00
0005409701 05 04/01/99 0
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0
1902782 K21/G01 F 300,000.00 ZZ
360 300,000.00 1
10692 CRAWFORD CANYON ROAD 7.000 1,995.91 70
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SANTA ANA AREA CA 92705 5 04/21/99 00
0431314202 05 06/01/99 0
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0
1902785 462/462 F 327,750.00 ZZ
360 327,197.71 1
1914 ROYAL DOWNS DRIVE 6.875 2,153.09 95
6.625 2,153.09 345,033.00
KATY TX 77450 1 02/18/99 14
0006516900 03 04/01/99 30
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0
1902788 638/G01 F 103,900.00 ZZ
360 103,814.83 1
8460 MOCKENHAUPT COURT 7.000 691.25 80
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ELK GROVE CA 95624 1 03/31/99 00
0431296557 05 05/01/99 0
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0
1902792 462/462 F 256,450.00 ZZ
360 255,933.97 1
961 NW 123 DRIVE 7.000 1,706.17 80
6.750 1,706.17 320,563.00
CORAL SPRINGS FL 33076 1 02/26/99 00
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1902798 462/462 F 285,200.00 ZZ
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2372 LAGOON COURT 6.875 1,873.57 80
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1
SAN LEANDRO CA 94579 1 02/12/99 00
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1902805 462/462 F 385,000.00 ZZ
360 384,684.41 1
320 SEA VIEW AVENUE 7.000 2,561.42 41
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PIEDMONT CA 94610 1 03/24/99 00
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0
1902810 462/462 F 272,000.00 ZZ
360 271,541.65 1
12672 SENDA PANACEA 6.875 1,786.85 80
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SAN DIEGO CA 92129 1 02/08/99 00
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0
1902812 638/G01 F 160,000.00 ZZ
360 160,000.00 1
2404 SOUTH BRENTWOOD 7.500 1,118.74 80
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SPRINGFIELD MO 65804 1 04/09/99 00
0431296300 05 06/01/99 0
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0
1902813 462/462 F 376,000.00 ZZ
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6559 ROBINEA DRIVE 7.000 2,501.54 80
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CARLSBAD CA 92009 1 02/22/99 00
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0
1902817 462/462 F 280,650.00 ZZ
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12337 NW 48TH DRIVE 6.750 1,820.30 80
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CORAL SPRINGS FL 33076 1 02/28/99 00
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1
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360 300,000.00 1
11875 CANDY ROSE WAY 7.125 2,021.16 80
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SAN DIEGO CA 92131 1 03/31/99 00
0431302173 05 06/01/99 0
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0
1902859 462/462 F 300,000.00 ZZ
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2187 CORTE MANGO 6.250 1,847.16 69
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CARLSBAD CA 92009 1 03/04/99 00
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1902869 M47/G01 F 300,000.00 ZZ
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213 LUXAIRE COURT 7.125 2,021.16 56
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LAS VEGAS NV 89134 1 04/02/99 00
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0
1902874 462/462 F 369,550.00 ZZ
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19 CRYSTALAIRE 7.000 2,458.63 90
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LAS FLORES CA 92688 1 03/05/99 04
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0
1903086 964/G01 F 148,800.00 ZZ
360 148,800.00 1
127 ROCKBOLT CIRCLE 7.625 1,053.20 80
7.375 1,053.20 186,000.00
FOLSOM CA 95630 5 03/31/99 00
0431289297 05 06/01/99 0
54524 O 05/01/29
0
1903114 J95/J95 F 260,000.00 ZZ
360 259,792.08 1
1
27593 WESTON DRIVE 7.125 1,751.67 80
6.875 1,751.67 325,000.00
VALENCIA AREA CA 91354 1 03/11/99 00
0014256309 03 05/01/99 0
0014256309 O 04/01/29
0
1903117 964/G01 F 489,000.00 ZZ
360 488,608.96 1
65 CARMELITA STREET 7.125 3,294.48 61
6.875 3,294.48 810,000.00
SAN FRANCISCO CA 94117 2 03/17/99 00
0431289701 05 05/01/99 0
52528 O 04/01/29
0
1903176 J95/J95 F 294,000.00 ZZ
360 293,753.01 1
3704 EAST NAMBE COURT 6.875 1,931.37 74
6.625 1,931.37 402,000.00
PHOENIX AZ 85044 2 03/05/99 00
0014220578 03 05/01/99 0
0014220578 O 04/01/29
0
1903183 J95/J95 F 264,500.00 ZZ
360 264,086.07 1
810 MELODY COURT SE 7.250 1,804.36 95
7.000 1,804.36 278,427.00
LEESBURG VA 20175 1 02/25/99 12
0009478793 03 04/01/99 30
0009478793 O 03/01/29
0
1903194 420/G01 F 401,300.00 ZZ
360 401,300.00 1
362 PRAIRIE DOG LANE 7.250 2,737.58 78
7.000 2,737.58 514,500.00
FREMONT CA 94539 1 04/05/99 00
0431289636 05 06/01/99 0
0000396291 O 05/01/29
0
1903195 685/G01 F 209,600.00 ZZ
360 209,600.00 1
22281 FALENCIA 7.125 1,412.12 80
6.875 1,412.12 262,000.00
MISSION VIEJO CA 92691 1 04/09/99 00
0431291038 03 06/01/99 0
1
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0
1903196 685/G01 F 228,750.00 ZZ
360 228,750.00 1
773 BRANNAN PLACE 7.000 1,521.88 75
6.750 1,521.88 305,000.00
CONCORD CA 94518 2 04/08/99 00
0431291053 05 06/01/99 0
118133 O 05/01/29
0
1903201 593/593 F 435,000.00 ZZ
360 430,176.20 1
901 WHITE HILL CIRCLE 7.375 3,004.44 75
7.125 3,004.44 580,000.00
HENDERSON NV 89015 2 02/05/98 00
696699 03 04/01/98 0
696699 O 03/01/28
0
1903270 F18/G01 F 480,000.00 ZZ
360 480,000.00 1
1807 CANYON OAK COURT 7.125 3,233.85 80
6.875 3,233.85 600,000.00
SAN MATEO CA 94402 2 04/13/99 00
0431292531 05 06/01/99 0
00685 O 05/01/29
0
1903276 811/G01 F 204,000.00 ZZ
360 204,000.00 1
112 VIENTO COURT 7.375 1,408.98 80
7.125 1,408.98 255,000.00
FOLSOM CA 95630 1 04/13/99 00
0431303486 05 06/01/99 0
00203923 O 05/01/29
0
1903277 069/G01 F 114,400.00 ZZ
360 114,303.89 1
424 NORTH BELLFLOWER BLVD 6.875 751.53 80
111 6.625 751.53 143,000.00
LONG BEACH CA 90814 1 03/19/99 00
0431295401 01 05/01/99 0
226234440 O 04/01/29
0
1
1903281 069/G01 F 175,000.00 ZZ
360 174,860.05 1
1315 NORTH OCCIDENTAL 7.125 1,179.01 75
BOULEVARD 6.875 1,179.01 235,000.00
LOS ANGELES CA 90026 2 03/18/99 00
0431296672 05 05/01/99 0
236234706 O 04/01/29
0
1903318 Q89/G01 F 173,495.32 ZZ
338 173,495.32 1
1513 KUNKLETOWN ROAD 7.500 1,234.64 74
7.250 1,234.64 237,000.00
SAYLORSBURG PA 18353 2 04/16/99 00
0430321042 05 06/01/99 0
1598211 O 07/01/27
0
1903335 Q89/G01 F 112,773.84 ZZ
337 112,773.84 1
17 CATHERINE ROAD 7.500 803.22 64
7.250 803.22 177,000.00
FRAMINGHAM MA 01701 2 04/16/99 00
0430237552 05 06/01/99 0
1583672 O 06/01/27
0
1903337 685/G01 F 315,000.00 ZZ
360 315,000.00 1
3013 EMERALD ISLE DRIVE 7.000 2,095.71 75
6.750 2,095.71 420,000.00
GLENDALE CA 91206 1 04/13/99 00
0431291665 05 06/01/99 0
118212 O 05/01/29
0
1903338 685/G01 F 300,000.00 ZZ
360 300,000.00 1
12180 GRAPE HILL ROAD 7.250 2,046.53 80
7.000 2,046.53 375,000.00
OJAI AREA CA 93023 2 04/09/99 00
0431290329 05 06/01/99 0
118050 O 05/01/29
0
1903341 638/G01 F 171,500.00 ZZ
360 171,372.73 1
6230 PRINTWOOD WAY 7.500 1,199.15 75
7.250 1,199.15 231,000.00
1
SAN DIEGO CA 92117 2 03/26/99 00
0431295740 05 05/01/99 0
8859055 O 04/01/29
0
1903369 638/G01 F 315,000.00 ZZ
360 314,735.36 1
30523 SANTA LUNA DRIVE 6.875 2,069.33 50
6.625 2,069.33 635,000.00
RANCHO PALOS VE CA 90275 2 03/30/99 00
0431302165 05 05/01/99 0
8867171 O 04/01/29
0
1903373 A35/G01 F 392,000.00 ZZ
360 391,723.33 3
221 BERGEN STREET 7.750 2,808.34 80
7.500 2,808.34 490,000.00
BROOKLYN NY 11217 2 03/24/99 00
0431290550 05 05/01/99 0
PFW4528 O 04/01/29
0
1903374 638/G01 F 275,000.00 ZZ
360 275,000.00 1
LOT 3 RUSSELL DRIVE 7.125 1,852.73 86
6.875 1,852.73 320,000.00
HAMILTON TOWNSH PA 18353 2 04/08/99 10
0431297050 05 06/01/99 25
8846422 O 05/01/29
0
1903375 638/G01 F 256,000.00 ZZ
360 256,000.00 1
1563 AVENIDA ARRIBA 7.500 1,789.99 80
7.250 1,789.99 320,000.00
EL CAJON CA 92020 1 03/04/99 00
0431297068 05 06/01/99 0
8857231 O 05/01/29
0
1903380 562/G01 F 200,000.00 ZZ
360 200,000.00 1
46 FRANKLIN STREET 7.500 1,398.43 50
7.250 1,398.43 400,000.00
MAHWAH NJ 07430 5 04/16/99 00
0431295385 05 06/01/99 0
595066 O 05/01/29
0
1
1903394 893/G01 F 343,000.00 ZZ
360 343,000.00 1
730 ASHBY DRIVE 7.000 2,281.99 23
6.750 2,281.99 1,500,000.00
PALO ALTO CA 94301 2 04/09/99 00
0431293844 05 06/01/99 0
99020909 O 05/01/29
0
1903403 J95/J95 F 369,800.00 ZZ
360 369,800.00 1
416 CAPELLA WAY 7.125 2,491.41 80
6.875 2,491.41 462,291.00
MILPITAS CA 95035 1 04/01/99 00
0014334197 03 06/01/99 0
0014334197 O 05/01/29
0
1903404 J95/J95 F 476,000.00 ZZ
360 475,600.10 1
13432 CALLE COLINA 6.875 3,126.98 80
6.625 3,126.98 595,000.00
POWAY CA 92064 1 03/19/99 00
0014430748 05 05/01/99 0
0014430748 O 04/01/29
0
1903406 J95/J95 F 334,650.00 ZZ
360 334,368.85 1
7270 SCOTSHIRE WAY 6.875 2,198.42 90
6.625 2,198.42 371,883.00
CUMMING GA 30040 1 03/19/99 10
0010200665 03 05/01/99 25
0010200665 O 04/01/29
0
1903415 E85/G01 F 349,000.00 ZZ
360 349,000.00 1
30 SMITH RANCH COURT 7.000 2,321.91 70
6.750 2,321.91 499,000.00
SAN RAFAEL CA 94903 1 04/13/99 00
0431294875 03 06/01/99 0
9605034 O 05/01/29
0
1903423 624/G01 F 371,200.00 ZZ
360 371,200.00 1
1
100 BORDEAUX LANE 7.500 2,595.48 80
7.250 2,595.48 464,000.00
SCOTTS VALLEY CA 95066 1 04/09/99 00
0431290758 03 06/01/99 0
46001490076 O 05/01/29
0
1903426 462/462 F 403,250.00 ZZ
360 402,227.82 1
7442 SUNDIAL PLACE 6.875 2,649.07 80
6.625 2,649.07 504,083.00
CARLSBAD CA 92009 1 01/26/99 00
6486401 03 03/01/99 0
6486401 O 02/01/29
0
1903429 624/G01 F 444,000.00 ZZ
360 444,000.00 1
43630 SOUTHERLAND WAY 7.250 3,028.86 80
7.000 3,028.86 555,000.00
FREMONT CA 94539 1 04/06/99 00
0431296854 05 06/01/99 0
35007090023 O 05/01/29
0
1903431 J95/J95 F 375,000.00 ZZ
360 375,000.00 1
1814 DURAND MILL ROAD 6.875 2,463.48 70
6.625 2,463.48 540,000.00
ATLANTA GA 30307 1 04/08/99 00
0014292650 03 06/01/99 0
0014292650 O 05/01/29
0
1903433 J95/J95 F 285,450.00 ZZ
360 285,238.15 1
4208 CALLE ISABELINO 7.500 1,995.91 80
7.250 1,995.91 356,862.00
SAN DIEGO CA 92130 1 03/17/99 00
0014226245 03 05/01/99 0
0014226245 O 04/01/29
0
1903443 462/462 F 347,900.00 ZZ
360 347,299.23 1
2386 LAGOON COURT 6.750 2,256.48 85
6.500 2,256.48 409,305.00
SAN LEANDRO CA 94579 1 02/02/99 11
6228407 03 04/01/99 12
1
6228407 O 03/01/29
0
1903459 772/G01 F 284,000.00 ZZ
360 283,778.45 1
2313 CAIRNWELL DRIVE 7.250 1,937.38 80
7.000 1,937.38 355,000.00
BELVIDERE IL 61008 2 02/25/99 00
0431300276 05 05/01/99 0
74500635 O 04/01/29
0
1903463 E82/G01 F 495,800.00 ZZ
360 495,800.00 1
RURAL ROUTE 19 7.375 3,424.37 80
BOX 120-SA 7.125 3,424.37 620,000.00
SANTA FE NM 87505 2 04/19/99 00
0400197448 05 06/01/99 0
1610258 O 05/01/29
0
1903467 676/676 F 218,000.00 ZZ
360 217,816.85 1
5414 HALAPEPE STREET 6.875 1,432.11 80
6.625 1,432.11 272,500.00
HONOLULU HI 96821 1 03/24/99 00
780100315531 05 05/01/99 0
780100315531 O 04/01/29
0
1903497 J95/J95 F 352,000.00 ZZ
360 351,704.28 1
8355 SYLVAN WAY 6.875 2,312.39 80
6.625 2,312.39 440,000.00
CLIFTON VA 20124 2 03/19/99 00
0016659690 03 05/01/99 0
0016659690 O 04/01/29
0
1903508 J95/J95 F 253,000.00 ZZ
360 252,792.61 1
1197 OLD CREEK COURT 7.000 1,683.22 80
6.750 1,683.22 316,350.00
WOODRIDGE IL 60517 1 03/26/99 00
0016630675 05 05/01/99 0
0016630675 O 04/01/29
0
1
1903511 J95/J95 F 285,000.00 ZZ
360 284,766.38 1
1 SAMSON COURT 7.000 1,896.12 74
6.750 1,896.12 390,000.00
BRANCHBURG NJ 08876 5 03/26/99 00
0016637266 05 05/01/99 0
0016637266 O 04/01/29
0
1903621 L49/G01 F 279,950.00 ZZ
360 279,950.00 1
3064 FERNCREST PLACE 7.250 1,909.75 80
7.000 1,909.75 349,950.00
THOUSAND OAKS CA 91360 1 04/09/99 19
0431298538 01 06/01/99 17
10001291 O 05/01/29
0
1903636 356/G01 F 253,330.00 ZZ
360 253,330.00 1
2602 LARIAT COURT 7.375 1,749.69 80
7.125 1,749.69 316,663.00
LIVERMORE CA 94550 1 03/25/99 00
0431296433 05 06/01/99 0
2727220 O 05/01/29
0
1903638 685/G01 F 264,000.00 ZZ
360 264,000.00 1
20 TESSERA AVENUE 7.500 1,845.93 71
7.250 1,845.93 375,000.00
FOOTHILL RANCH CA 92610 5 04/01/99 00
0431292259 03 06/01/99 0
117774 O 05/01/29
0
1903644 964/G01 F 150,600.00 ZZ
360 150,482.52 1
12100 GOLD BLUFF LANE 7.250 1,027.36 75
7.000 1,027.36 201,000.00
GOLD RIVER CA 95670 1 03/08/99 00
0431293729 03 05/01/99 0
50527 O 04/01/29
0
1903651 964/G01 F 475,000.00 ZZ
360 475,000.00 1
16 INDIAN ROCK COURT 6.875 3,120.41 32
6.625 3,120.41 1,500,000.00
1
TIBURON CA 94920 5 04/13/99 00
0431292390 05 06/01/99 0
52192 O 05/01/29
0
1903681 B57/G01 F 316,000.00 ZZ
360 316,000.00 1
3720 CLYTON AVENUE 7.125 2,128.96 80
6.875 2,128.96 395,000.00
LOS ANGELES CA 90027 1 04/20/99 00
0431293299 05 06/01/99 0
9910398 O 05/01/29
0
1903684 B57/G01 F 563,800.00 ZZ
360 563,800.00 1
5148 SEAGROVE COVE 6.750 3,656.80 80
6.500 3,656.80 704,845.00
SAN DIEGO CA 92130 1 04/16/99 00
0431294156 05 06/01/99 0
000 O 05/01/29
0
1903698 956/G01 F 305,000.00 ZZ
360 305,000.00 1
53 BELLA VISTA AVENUE 7.125 2,054.84 47
6.875 2,054.84 650,000.00
SAN ANSELMO CA 94960 5 04/01/99 00
0431306141 05 06/01/99 0
1809010065 O 05/01/29
0
1903700 956/G01 F 252,000.00 ZZ
360 252,000.00 1
3991 CHILTON LANE 7.000 1,676.56 80
6.750 1,676.56 315,000.00
SAN BRUNO CA 94066 1 04/01/99 00
0431303437 05 06/01/99 0
1809010198 O 05/01/29
0
1903701 956/G01 F 292,000.00 ZZ
360 292,000.00 1
3408 HENDERSON CIRCLE 7.375 2,016.77 80
7.125 2,016.77 365,000.00
SANTA ROSA CA 94503 2 04/01/99 00
0431307487 05 06/01/99 0
809031369 O 05/01/29
0
1
1903705 956/G01 F 300,000.00 ZZ
360 300,000.00 1
27111 NORTH MILLER ROAD 7.375 2,072.03 62
7.125 2,072.03 485,000.00
SCOTTSDALE AZ 85262 5 04/07/99 00
0431307495 05 06/01/99 0
409030379 O 05/01/29
0
1903715 956/G01 F 500,000.00 ZZ
360 499,579.94 1
616 GLOUCESTER LANE 6.875 3,284.64 72
6.625 3,284.64 700,000.00
FOSTER CITY CA 94404 1 03/01/99 00
0431304831 03 05/01/99 0
809020331 O 04/01/29
0
1903717 956/G01 F 362,000.00 ZZ
360 361,695.88 1
3042 HOLYROOD DRIVE 6.875 2,378.08 80
6.625 2,378.08 452,500.00
OAKLAND CA 94611 1 03/04/99 00
0431304849 05 05/01/99 0
109020484 O 04/01/29
0
1903718 956/G01 F 310,000.00 ZZ
360 310,000.00 1
1620 EAST 8TH AVENUE 6.875 2,036.48 59
6.625 2,036.48 530,000.00
DENVER CO 80218 2 04/07/99 00
0431298330 05 06/01/99 0
809030998 O 05/01/29
0
1903719 956/G01 F 268,000.00 ZZ
360 268,000.00 1
1636 DURHAM PLACE 7.375 1,851.01 76
7.125 1,851.01 355,000.00
EL DORADO HILLS CA 95762 2 04/05/99 00
0431304898 03 06/01/99 0
809030278 O 05/01/29
0
1903722 956/G01 F 495,200.00 ZZ
360 495,200.00 1
1
1741 DORRANCE DRIVE 7.250 3,378.14 80
7.000 3,378.14 619,000.00
SAN JOSE CA 95125 1 04/01/99 00
0431304773 05 06/01/99 0
809031020 O 05/01/29
0
1903790 638/G01 F 379,500.00 ZZ
360 379,500.00 1
7511 MT VERNON DRIVE 6.750 2,461.43 75
6.500 2,461.43 510,000.00
COLLEYVILLE TX 76034 2 04/09/99 00
0431297860 03 06/01/99 0
8875758 O 05/01/29
0
1903795 638/G01 F 193,300.00 ZZ
360 193,300.00 1
94 BENT TREE LANE 7.000 1,286.03 62
6.750 1,286.03 315,000.00
MONTGOMERY TX 77356 2 04/05/99 00
0431295948 03 06/01/99 0
8868568 O 05/01/29
0
1903799 638/G01 F 312,000.00 ZZ
360 312,000.00 1
61 WILDEWOOD DRIVE 7.375 2,154.91 80
7.125 2,154.91 390,000.00
NEDERLAND CO 80466 5 04/05/99 00
0431296219 05 06/01/99 0
8870834 O 05/01/29
0
1903810 638/G01 F 276,800.00 ZZ
360 276,800.00 1
14 CRESTMONT DRIVE 7.125 1,864.85 80
6.875 1,864.85 346,000.00
OAKLAND CA 94619 1 04/09/99 00
0431297415 05 06/01/99 0
8873834 O 05/01/29
0
1903814 624/G01 F 114,200.00 ZZ
360 114,200.00 1
10208 SNAPDRAGON DRIVE 7.250 779.05 80
7.000 779.05 142,752.00
AUSTIN TX 78739 1 04/16/99 00
0431304989 03 06/01/99 0
1
82300190106 O 05/01/29
0
1903824 765/G01 F 120,000.00 ZZ
360 120,000.00 1
23420 VIA GAYO 7.375 828.82 43
7.125 828.82 280,000.00
VALENCIA CA 91355 1 04/06/99 00
0431293083 05 06/01/99 0
344240L O 05/01/29
0
1903829 893/G01 F 301,000.00 ZZ
360 301,000.00 1
1788 WAYNE CIRCLE 7.250 2,053.35 80
7.000 2,053.35 377,114.00
SAN JOSE CA 95131 1 04/12/99 00
0431294867 03 06/01/99 0
99010364 O 05/01/29
0
1903830 638/G01 F 82,000.00 ZZ
360 82,000.00 1
4304 JENNING COURT 7.250 559.38 61
7.000 559.38 135,000.00
PLANO TX 75093 2 04/09/99 00
0431296722 05 06/01/99 0
8873220 O 05/01/29
0
1903838 638/G01 F 156,000.00 ZZ
360 156,000.00 1
27543 PORTSMOUTH AVENUE 7.125 1,051.00 80
6.875 1,051.00 195,000.00
HAYWARD CA 94545 1 04/05/99 00
0431296342 05 06/01/99 0
8874028 O 05/01/29
0
1903864 J95/J95 F 403,000.00 ZZ
360 402,685.62 1
35 WOOD COURT 7.250 2,749.17 67
7.000 2,749.17 605,000.00
OAKLAND CA 94611 2 03/10/99 00
0014287692 05 05/01/99 0
0014287692 O 04/01/29
0
1
1903868 J95/J95 F 496,000.00 ZZ
360 494,832.21 1
145 CHINOOK TRAIL 7.250 3,383.59 80
7.000 3,383.59 620,000.00
GUNNISON CO 81230 2 01/29/99 00
0013864509 05 03/01/99 0
0013864509 O 02/01/29
0
1903873 J95/J95 F 320,000.00 ZZ
360 319,756.51 1
7520 EAST MCLELLAN LANE 7.375 2,210.16 75
7.125 2,210.16 430,000.00
SCOTTSDALE AZ 85250 1 03/03/99 00
0014220693 03 05/01/99 0
0014220693 O 04/01/29
0
1903878 J95/J95 F 263,000.00 ZZ
360 262,789.68 1
26323 NORTHEAST 25TH STREET 7.125 1,771.88 72
6.875 1,771.88 370,000.00
REDMOND WA 98053 2 03/11/99 00
0016619983 03 05/01/99 0
0016619983 O 04/01/29
0
1903889 J95/J95 F 290,000.00 ZZ
360 289,756.37 1
4529 VEREDA MAR DE PONDEROSA 6.875 1,905.09 78
6.625 1,905.09 372,900.00
SAN DIEGO CA 92130 1 03/04/99 00
0014222954 03 05/01/99 0
0014222954 O 04/01/29
0
1903912 J95/J95 F 247,000.00 ZZ
360 244,938.43 1
771 SOUTH DOWNING STREET 7.875 1,790.92 86
7.625 1,790.92 290,000.00
DENVER CO 80209 2 06/10/98 10
0012590295 05 08/01/98 25
0012590295 O 07/01/28
0
1903913 J95/J95 F 600,000.00 ZZ
360 599,508.18 1
7804 BLACEACRE ROAD 7.000 3,991.82 75
6.750 3,991.82 800,000.00
1
CLIFTON VA 22024 5 03/19/99 00
9696717 05 05/01/99 0
9696717 O 04/01/29
0
1903915 J95/J95 F 280,450.00 ZZ
360 280,236.60 1
6473 EAST CALLE DE MIRAR 7.375 1,937.00 79
7.125 1,937.00 355,000.00
TUCSON AZ 85750 5 03/11/99 00
0014225767 03 05/01/99 0
0014225767 O 04/01/29
0
1903925 J95/J95 F 259,200.00 ZZ
360 258,971.31 1
26091 GLASGOW DRIVE 6.625 1,659.69 80
6.375 1,659.69 324,530.00
SOUTH RIDING VA 20152 1 03/29/99 00
9742487 03 05/01/99 0
9742487 O 04/01/29
0
1903933 J95/J95 F 300,000.00 ZZ
360 299,518.76 1
129 RUE DE GRANDE 7.125 2,021.16 80
6.875 2,021.16 376,000.00
BRENTWOOD TN 37027 2 02/26/99 00
0013559216 09 04/01/99 0
0013559216 O 03/01/29
0
1903936 J95/J95 F 333,500.00 ZZ
300 333,063.26 1
1608 SHIELD ROAD 6.625 2,277.94 61
6.375 2,277.94 550,000.00
FALLSTON MD 21047 5 03/11/99 00
0016660912 05 05/01/99 0
0016660912 O 04/01/24
0
1903938 J95/J95 F 317,000.00 ZZ
360 316,713.42 1
20357 COMANCHE CREEK DRIVE 6.500 2,003.66 69
6.250 2,003.66 460,000.00
ELBERT CO 80106 2 04/01/99 00
0014419733 05 05/01/99 0
0014419733 O 04/01/29
0
1
1903939 J95/J95 F 450,000.00 ZZ
360 449,313.06 1
6529 135TH PLACE SOUTHWEST 7.375 3,108.04 75
7.125 3,108.04 600,000.00
EDMONDS WA 98026 2 02/19/99 00
0013901079 03 04/01/99 0
0013901079 O 03/01/29
0
1903951 J95/J95 F 304,000.00 ZZ
360 303,768.67 1
3366 WEST LAS POSITAS BOULEVAR 7.375 2,099.66 80
7.125 2,099.66 380,000.00
PLEASANTON CA 94588 1 03/25/99 00
0016697401 03 05/01/99 0
0016697401 O 04/01/29
0
1903964 J95/J95 F 300,000.00 ZZ
360 299,765.97 1
973 KETCH PLACE 7.250 2,046.53 74
7.000 2,046.53 406,000.00
SAN JOSE CA 95133 5 03/17/99 00
0014379572 05 05/01/99 0
0014379572 O 04/01/29
0
1903974 E33/G01 F 465,000.00 ZZ
360 465,000.00 1
406 HUDSON 6.875 3,054.72 79
6.625 3,054.72 590,000.00
CLARENDON HILLS IL 60514 2 04/19/99 00
0431303064 05 06/01/99 0
336548778 O 05/01/29
0
1904000 964/G01 F 216,000.00 ZZ
360 216,000.00 1
2701 NORMALLIN STREET 7.375 1,491.86 80
7.125 1,491.86 270,000.00
TORRANCE CA 90505 2 04/01/99 00
0431295773 05 06/01/99 0
53869 O 05/01/29
0
1904023 B60/G01 F 609,000.00 ZZ
360 609,000.00 1
1
1700 PORT STIRLING PLACE 6.500 3,849.30 73
6.250 3,849.30 835,000.00
NEWPORT BEACH CA 92660 1 04/06/99 00
0431296128 03 06/01/99 0
000 O 05/01/29
0
1904025 B57/G01 F 295,200.00 ZZ
360 295,200.00 1
1968 LAUREL CANYON BOULEVARD 7.500 2,064.09 80
7.250 2,064.09 369,000.00
LOS ANGELES CA 90046 1 04/08/99 00
0431296185 05 06/01/99 0
9911059 O 05/01/29
0
1904036 356/G01 F 277,000.00 ZZ
360 277,000.00 1
3440 WHITE PELICAN PLACE 7.375 1,913.18 61
7.125 1,913.18 457,000.00
FREMONT CA 94555 2 04/01/99 00
0431296417 05 06/01/99 0
2724847 O 05/01/29
0
1904040 356/G01 F 294,000.00 ZZ
360 294,000.00 1
45721 VINEYARD AVENUE 7.375 2,030.59 25
7.125 2,030.59 1,200,000.00
FREMONT CA 94539 2 04/01/99 00
0431303049 05 06/01/99 0
2729945 O 05/01/29
0
1904063 H19/G01 F 87,500.00 ZZ
360 87,500.00 1
356 CASCADE MIST AVENUE 7.000 582.14 70
6.750 582.14 125,650.00
LAS VEGAS NV 89123 1 04/07/99 00
0431310465 03 06/01/99 0
0002117216 O 05/01/29
0
1904118 G28/G01 F 260,000.00 ZZ
360 260,000.00 1
4885 SAN FELICIANO DRIVE 6.625 1,664.81 70
6.375 1,664.81 375,000.00
WOODLAND HILLS CA 91364 2 04/12/99 00
0431307354 05 06/01/99 0
1
0000 O 05/01/29
0
1904195 J99/G01 F 316,800.00 ZZ
360 316,800.00 1
2269 FAIRHILL LANE 7.375 2,188.06 80
7.125 2,188.06 396,000.00
SAN JOSE CA 95125 1 04/13/99 00
0431295260 05 06/01/99 0
962439 O 05/01/29
0
1904205 638/G01 F 440,000.00 ZZ
360 440,000.00 1
21257 ENTRADA ROAD 6.875 2,890.49 80
6.625 2,890.49 550,000.00
TOPANGA AREA CA 90290 5 04/08/99 00
0431300904 05 06/01/99 0
08861696 O 05/01/29
0
1904206 638/G01 F 167,000.00 ZZ
360 167,000.00 1
324 DEWITT COURT 7.125 1,125.11 50
6.875 1,125.11 337,000.00
EL CAJON CA 92020 1 04/09/99 00
0431300805 07 06/01/99 0
08869192 O 05/01/29
0
1904210 638/G01 F 240,550.00 ZZ
360 240,550.00 1
3581 CLARIDGE COURT 7.125 1,620.63 75
6.875 1,620.63 325,000.00
SIMI VALLEY CA 93063 2 04/07/99 00
0431301373 05 06/01/99 0
08868037 O 05/01/29
0
1904220 638/G01 F 286,000.00 ZZ
360 286,000.00 1
6410 CLAREMORE LANE 7.000 1,902.77 80
6.750 1,902.77 357,500.00
SAN DIEGO CA 92120 1 04/13/99 00
0431301084 05 06/01/99 0
08865043 O 05/01/29
0
1
1904226 638/G01 F 320,000.00 ZZ
360 320,000.00 1
1590 EAST VALLEY ROAD 7.125 2,155.90 80
6.875 2,155.90 400,000.00
GARDNERVILLE NV 89410 5 04/08/99 00
0431298934 05 06/01/99 0
08872668 O 05/01/29
0
1904228 638/G01 F 436,000.00 ZZ
360 436,000.00 1
12481 CASCADE CANYON DRIVE 7.125 2,937.41 80
6.875 2,937.41 545,000.00
GRANADA HILLS A CA 91344 1 04/08/99 00
0431298363 05 06/01/99 0
08864458 O 05/01/29
0
1904265 B65/G01 F 650,000.00 ZZ
360 650,000.00 1
255 STONETHROW DRIVE 7.375 4,489.39 80
7.125 4,489.39 815,000.00
ALEXANDRIA OH 43001 2 04/23/99 00
0431301597 05 06/01/99 0
0000 O 05/01/29
0
1904273 638/G01 F 349,200.00 ZZ
360 349,200.00 1
1068 ASHBURY STREET 7.250 2,382.16 78
7.000 2,382.16 450,000.00
SAN FRANCISCO CA 94117 1 04/07/99 00
0431305887 05 06/01/99 0
8875206 O 05/01/29
0
1904302 638/G01 F 260,000.00 ZZ
360 260,000.00 1
1382 SAN MARCOS DRIVE 7.375 1,795.76 80
7.125 1,795.76 325,000.00
SAN JOSE CA 95132 5 04/01/99 00
0431301878 05 06/01/99 0
8855456 O 05/01/29
0
1904341 026/G01 F 450,500.00 ZZ
240 450,500.00 1
410 SOUTH MOORELAND RD 7.125 3,526.61 76
6.875 3,526.61 600,000.00
1
RICHMOND VA 23229 2 04/19/99 00
0431302710 05 06/01/99 0
200066145 O 05/01/19
0
1904369 A50/A50 F 310,000.00 ZZ
240 309,413.89 1
408 RIVER OAK WAY 7.125 2,426.74 69
6.875 2,426.74 450,000.00
PHENIX CITY AL 36867 2 03/12/99 00
121619 03 05/01/99 0
121619 O 04/01/19
0
1904375 356/G01 F 432,000.00 ZZ
360 432,000.00 1
903 RIDGE DRIVE 7.500 3,020.61 80
7.250 3,020.61 540,000.00
CONCORD CA 94518 2 04/15/99 00
0431298348 05 06/01/99 0
2753085 O 05/01/29
0
1904381 356/G01 F 320,000.00 ZZ
360 320,000.00 1
3552 ANDREA COURT 7.250 2,182.97 80
7.000 2,182.97 400,000.00
SAN JOSE CA 95117 2 04/02/99 00
0431298405 05 06/01/99 0
2721827 O 05/01/29
0
1904391 685/G01 F 280,000.00 ZZ
360 280,000.00 1
5625 PICASSO DRIVE 7.250 1,910.10 80
7.000 1,910.10 350,000.00
YORBA LINDA CA 92887 1 04/12/99 00
0431303163 05 06/01/99 0
117843 O 05/01/29
0
1904394 738/G01 F 573,650.00 ZZ
360 573,650.00 1
8050 NESBIT FERRY ROAD 7.000 3,816.51 80
6.750 3,816.51 717,100.00
ATLANTA GA 30350 1 04/15/99 00
0431305630 03 06/01/99 0
4998604 O 05/01/29
0
1
1904395 685/G01 F 231,900.00 ZZ
360 231,900.00 1
3 COLDHARBOR 7.250 1,581.97 80
7.000 1,581.97 289,900.00
IRVINE CA 92620 1 04/13/99 00
0431303791 03 06/01/99 0
118125 O 05/01/29
0
1904417 G52/G01 F 392,000.00 ZZ
360 392,000.00 1
6770 NORTH SHADOW RUN DRVE 7.250 2,674.13 85
7.000 2,674.13 465,000.00
TUCSON AZ 85704 2 04/16/99 10
0431297209 03 06/01/99 12
57002303 O 05/01/29
0
1904422 964/G01 F 438,400.00 ZZ
360 438,400.00 1
15 SAMARIA LANE 7.250 2,990.66 80
7.000 2,990.66 548,000.00
OAKLAND CA 94619 1 04/19/99 00
0431297886 03 06/01/99 0
55225 O 05/01/29
0
1904440 E66/E66 F 400,000.00 ZZ
360 399,672.12 1
105 MORGAN BLUFF LANE 7.000 2,661.21 89
6.750 2,661.21 450,000.00
CHAPEL HILL NC 27514 2 03/31/99 12
600419549 05 05/01/99 25
600419549 O 04/01/29
0
1904447 964/G01 F 388,800.00 ZZ
360 388,800.00 1
2150 PARK BOULEVARD 7.375 2,685.35 80
7.125 2,685.35 486,000.00
PALO ALTO CA 94306 1 04/07/99 00
0431296797 05 06/01/99 0
50998 O 05/01/29
0
1904449 964/G01 F 396,000.00 ZZ
360 396,000.00 1
1
2 ROCKY POINT 7.125 2,667.93 80
6.875 2,667.93 495,000.00
DOVE CANYON (AR CA 92679 1 04/15/99 00
0431298025 03 06/01/99 0
53929 O 05/01/29
0
1904452 964/G01 F 308,000.00 ZZ
360 308,000.00 1
15 ESCALLE LANE 6.750 1,997.68 80
6.500 1,997.68 385,000.00
LARKSPUR CA 94939 1 04/13/99 00
0431298066 09 06/01/99 0
53816 O 05/01/29
0
1904455 964/G01 F 173,500.00 ZZ
360 173,500.00 1
900 SOUTH CARDIFF STREET 6.875 1,139.77 80
6.625 1,139.77 216,900.00
ANAHEIM CA 92806 1 04/19/99 00
0431298207 05 06/01/99 0
55189 O 05/01/29
0
1904483 E82/G01 F 532,600.00 ZZ
360 532,600.00 1
124 SOUTH ROYAL ASCOT DRIVE 7.000 3,543.40 60
6.750 3,543.40 896,705.00
LAS VAGAS NV 89134 2 04/23/99 00
0400201794 03 06/01/99 0
1837337 O 05/01/29
0
1904489 961/G01 F 272,000.00 ZZ
360 272,000.00 1
4165 CANDLEBURRY AVENUE 7.250 1,855.52 80
7.000 1,855.52 340,000.00
SEAL BEACH CA 90740 2 04/02/99 00
0431298256 05 06/01/99 0
09112149 O 05/01/29
0
1904504 731/G01 F 50,400.00 ZZ
360 50,400.00 1
340 54TH STREET 7.500 352.40 70
7.250 352.40 72,000.00
SAN DIEGO CA 92114 1 04/13/99 00
0431305465 05 06/01/99 0
1
613514073 O 05/01/29
0
1904514 944/G01 F 280,950.00 ZZ
360 280,950.00 1
6927 BEAR CREEK DRIVE 7.250 1,916.57 80
7.000 1,916.57 351,241.00
LIVERMORE CA 94550 1 04/07/99 00
0431302116 05 06/01/99 0
990100141 O 05/01/29
0
1904523 E82/G01 F 374,500.00 ZZ
360 374,500.00 1
16405 FLEUR DU BOIS 7.375 2,586.58 79
7.125 2,586.58 475,000.00
FLORISSANT MO 63034 2 04/23/99 00
0400197711 03 06/01/99 0
1526965 O 05/01/29
0
1904537 F19/G01 F 310,500.00 ZZ
360 310,500.00 1
1918 42ND AVENUE 7.250 2,118.16 90
7.000 2,118.16 345,000.00
CAPITOLA CA 95010 1 04/20/99 04
0431302926 05 06/01/99 25
354621 O 05/01/29
0
1904561 765/G01 F 207,000.00 ZZ
360 207,000.00 1
15645 STARBUCK STREET 7.625 1,465.14 95
7.375 1,465.14 218,000.00
WHITTIER CA 90603 2 04/13/99 14
0431303155 05 06/01/99 30
344677L O 05/01/29
0
1904567 765/G01 F 252,700.00 ZZ
360 252,700.00 1
808 CALLE LAGASCA 7.000 1,681.22 79
6.750 1,681.22 320,000.00
CHULA VISTA CA 91910 2 04/06/99 00
0431297266 05 06/01/99 0
145026 O 05/01/29
0
1
1904570 E82/G01 F 420,000.00 ZZ
360 420,000.00 1
7401 WESTCLIFF DRIVE 7.375 2,900.83 80
7.125 2,900.83 525,000.00
LOS ANGELES CA 91304 2 04/23/99 00
0400195418 03 06/01/99 0
0400195418 O 05/01/29
0
1904576 638/G01 F 275,500.00 ZZ
360 275,500.00 1
3034 SILVER ESTATES 7.000 1,832.91 72
6.750 1,832.91 387,000.00
SAN JOSE CA 95135 5 04/12/99 00
0431302314 05 06/01/99 0
8877324 O 05/01/29
0
1904586 J95/J95 F 292,500.00 ZZ
360 292,030.79 1
115 MELANIE CIRCLE 7.125 1,970.63 90
6.875 1,970.63 325,000.00
FAIRBURN GA 30213 1 03/01/99 12
0010620508 03 04/01/99 25
0010620508 O 03/01/29
0
1904599 B37/G01 F 123,200.00 ZZ
360 123,200.00 1
3002 GLEN EAGLES DRIVE 7.000 819.65 80
6.750 819.65 154,000.00
ENNIS TX 75119 1 04/21/99 00
0431304724 05 06/01/99 0
000 O 05/01/29
0
1904664 992/G01 F 300,000.00 ZZ
360 299,777.35 1
87 NEW HACKENSACK ROAD 7.500 2,097.65 74
7.250 2,097.65 410,000.00
POUGHKEEPSIE NY 12603 5 03/02/99 00
0431302686 05 05/01/99 0
358770 O 04/01/29
0
1904681 E82/G01 F 276,150.00 ZZ
360 276,150.00 1
4146 BAKMAN AVENUE 7.250 1,883.83 79
7.000 1,883.83 350,000.00
1
LOS ANGELES CA 91602 2 04/22/99 00
0400200341 05 06/01/99 0
1598891 O 05/01/29
0
1904693 356/G01 F 278,000.00 ZZ
360 278,000.00 1
6790 PASEO CATALINA 7.250 1,896.46 56
7.000 1,896.46 500,000.00
PLEASANTON CA 94566 2 04/02/99 00
0431303874 05 06/01/99 0
351207 O 05/01/29
0
1904697 356/G01 F 277,000.00 ZZ
360 277,000.00 1
3016 LEGER COURT 7.250 1,889.63 70
7.000 1,889.63 400,000.00
PLEASANTON CA 94588 2 04/02/99 00
0431303890 03 06/01/99 0
351003 O 05/01/29
0
1904703 K88/G01 F 336,000.00 ZZ
360 336,000.00 1
31 ERIE ROAD 7.375 2,320.67 85
7.125 2,320.67 398,000.00
MIDDLETON NJ 07716 2 04/20/99 04
0431309772 05 06/01/99 12
10842 O 05/01/29
0
1904714 201/G01 F 412,200.00 ZZ
360 411,853.69 1
188 SENTINEL PLACE 6.875 2,707.87 85
6.625 2,707.87 485,000.00
MARIETTA GA 30067 1 03/22/99 01
0431303650 05 05/01/99 12
602312 O 04/01/29
0
1904717 201/G01 F 327,200.00 ZZ
360 326,925.10 1
106 ROSALER COURT 6.875 2,149.48 80
6.625 2,149.48 409,000.00
MORRISVILLE NC 27560 1 03/19/99 00
0431304260 03 05/01/99 0
1000227 O 04/01/29
0
1
1904721 201/G01 F 300,000.00 ZZ
360 299,530.53 1
3070 OAKCREEK DRIVE N 7.250 2,046.53 60
7.000 2,046.53 500,000.00
CLEARWATER FL 33761 5 02/12/99 00
0431304336 05 04/01/99 0
5309146784 O 03/01/29
0
1904728 201/G01 F 241,200.00 ZZ
360 240,762.72 1
100 LONGSHORE WAY 6.500 1,524.55 90
6.250 1,524.55 268,000.00
FAYETTEVILLE GA 30215 1 02/12/99 04
0431304286 03 04/01/99 25
205354 O 03/01/29
0
1904740 966/G01 F 312,000.00 ZZ
360 312,000.00 1
6021 WILDWOOD DRIVE 7.000 2,075.74 80
6.750 2,075.74 390,298.00
MCKINNEY TX 75070 1 04/06/99 00
0431300094 05 06/01/99 0
30010973 O 05/01/29
0
1904742 J95/J95 F 641,500.00 ZZ
360 640,987.01 1
10116 NEW LONDON DRIVE 7.125 4,321.90 70
6.875 4,321.90 925,000.00
POTOMAC MD 20854 2 03/19/99 00
0014045744 05 05/01/99 0
0014045744 O 04/01/29
0
1904743 F88/G01 F 285,000.00 ZZ
360 285,000.00 1
399 BISCAYNE AVENUE 7.125 1,920.10 44
6.875 1,920.10 655,000.00
FOSTER CITY CA 94404 2 04/16/99 00
0431301993 05 06/01/99 0
99040079 O 05/01/29
0
1904748 J95/J95 F 392,000.00 ZZ
360 392,000.00 1
1
42638 LERWICK STREET 7.250 2,674.13 80
7.000 2,674.13 490,000.00
FREMONT CA 94539 1 04/05/99 00
0014333371 05 06/01/99 0
0014333371 O 05/01/29
0
1904765 420/G01 F 360,000.00 ZZ
360 360,000.00 1
3484 BORDEAUX PLACE 7.125 2,425.39 80
6.875 2,425.39 450,000.00
PLEASANTON CA 94566 1 04/08/99 00
0431303296 05 06/01/99 0
0000412692 O 05/01/29
0
1904781 811/G01 F 340,000.00 ZZ
360 340,000.00 1
365 MIRAMONTE LANE 7.375 2,348.30 80
7.125 2,348.30 425,000.00
LIVERMORE CA 94550 1 04/07/99 00
0431303833 05 06/01/99 0
FM02209504 O 05/01/29
0
1904789 665/G01 F 316,000.00 ZZ
360 316,000.00 1
580 GARCIA ROAD 7.125 2,128.95 80
6.875 2,128.95 395,000.00
ATASCADERO CA 93422 1 04/14/99 00
0431301654 05 06/01/99 0
9901229188 O 05/01/29
0
1904791 E85/G01 F 319,200.00 ZZ
360 319,200.00 1
94 ESTRELLA WAY 7.000 2,123.65 80
6.750 2,123.65 399,000.00
NOVATO CA 94945 1 04/20/99 00
0431301050 05 06/01/99 0
9604972 O 05/01/29
0
1904808 G52/G01 F 243,000.00 ZZ
360 243,000.00 1
34 SUNNYDALE LANE 7.500 1,699.09 75
7.250 1,699.09 325,000.00
LAS FLORES AREA CA 92688 2 04/13/99 00
0431303312 03 06/01/99 0
1
89500476 O 05/01/29
0
1904888 638/G01 F 630,000.00 ZZ
360 630,000.00 1
3113 ST JOHNS DRIVE 7.125 4,244.43 70
6.875 4,244.43 900,000.00
HIGHLAND PARK TX 75205 2 04/13/99 00
0431304005 05 06/01/99 0
08859241 O 05/01/29
0
1904900 638/G01 F 280,000.00 ZZ
360 280,000.00 1
6351 BERRYBRUSH COURT 7.375 1,933.89 80
7.125 1,933.89 350,000.00
GILROY CA 95020 2 04/16/99 00
0431303809 05 06/01/99 0
8869021 O 05/01/29
0
1904908 638/G01 F 166,000.00 ZZ
360 166,000.00 1
5660 RESERVOIR ROAD 7.375 1,146.52 80
7.125 1,146.52 207,500.00
GEORGETOWN CA 95634 1 04/09/99 00
0431303676 05 06/01/99 0
8870044 O 05/01/29
0
1904914 638/G01 F 144,000.00 ZZ
360 144,000.00 1
5137 TULIP COURT 7.375 994.57 80
7.125 994.57 180,000.00
LIVERMORE CA 94550 1 04/13/99 00
0431303551 03 06/01/99 0
8863652 O 05/01/29
0
1904921 638/G01 F 192,400.00 ZZ
360 192,400.00 1
1201 WHISPERING LANE 7.250 1,312.51 80
7.000 1,312.51 240,500.00
SOUTHLAKE TX 76092 1 04/19/99 00
0431303478 05 06/01/99 0
8876243 O 05/01/29
0
1
1904935 638/G01 F 274,500.00 ZZ
360 274,500.00 1
545 WEST BLITHEDALE AVENUE 7.000 1,826.25 90
6.750 1,826.25 305,000.00
MILL VALLEY CA 94941 1 04/09/99 19
0431303692 05 06/01/99 25
08873534 O 05/01/29
0
1904938 638/G01 F 180,800.00 ZZ
360 180,800.00 1
45586 MERONA COURT 7.250 1,233.37 70
7.000 1,233.37 258,293.00
TEMECULA CA 92592 1 04/12/99 00
0431304047 03 06/01/99 0
08839293 O 05/01/29
0
1904967 E82/G01 F 484,000.00 ZZ
360 484,000.00 1
10040 EAST HAPPY VALLY RD #481 7.125 3,260.80 68
6.875 3,260.80 720,000.00
SCOTTSDALE AZ 85255 2 04/26/99 00
0400200986 03 06/01/99 0
1904967 O 05/01/29
0
1904974 E82/G01 F 338,500.00 ZZ
360 338,500.00 1
1261 GRAYSON PARKWAY 7.500 2,366.84 80
7.250 2,366.84 425,000.00
GRAYSON GA 30017 2 04/26/99 00
0400197042 05 06/01/99 0
1636305 O 05/01/29
0
1904977 E82/G01 F 398,000.00 ZZ
360 398,000.00 1
261 SOUTH LORRAINE BOULEVARD 7.375 2,748.89 35
7.125 2,748.89 1,150,000.00
LOS ANGELES CA 90004 2 04/26/99 00
0400196945 05 06/01/99 0
1562333 O 05/01/29
0
1904978 664/G01 F 401,800.00 ZZ
360 401,462.44 1
30792 LA BRISE 6.875 2,639.54 66
6.625 2,639.54 610,000.00
1
LAGUNA NIGUEL CA 92677 2 03/22/99 00
0431305028 03 05/01/99 0
3024668 O 04/01/29
0
1904994 665/G01 F 370,000.00 ZZ
360 370,000.00 1
2390 PHEASANT RUN CIRCLE 7.500 2,587.09 76
7.250 2,587.09 490,000.00
STOCKTON CA 95207 2 04/06/99 00
0431302140 03 06/01/99 0
9901228702 O 05/01/29
0
1904998 685/G01 F 161,700.00 ZZ
360 161,700.00 1
245 TENNYSON STREET 6.875 1,062.26 71
6.625 1,062.26 228,000.00
THOUSAND OAKS CA 91360 2 04/21/99 00
0431306000 05 06/01/99 0
118202 O 05/01/29
0
1905006 356/G01 F 450,000.00 ZZ
360 450,000.00 1
5960 STARWOOD DRIVE 6.875 2,956.18 70
6.625 2,956.18 645,000.00
SAN JOSE CA 95120 1 04/15/99 00
0431303965 05 06/01/99 0
2710200 O 05/01/29
0
1905025 026/G01 F 304,000.00 ZZ
360 304,000.00 1
8765 PALMETTO ROAD 6.875 1,997.07 52
6.625 1,997.07 594,324.00
EDISTO ISLAND SC 29438 1 04/19/99 00
0431312560 05 06/01/99 0
0200134728 O 05/01/29
0
1905067 738/G01 F 305,000.00 ZZ
360 305,000.00 1
508 FAULKNER DR 7.125 2,054.85 79
6.875 2,054.85 388,000.00
MT PLEASANT SC 29464 2 04/15/99 00
0431307123 03 06/01/99 0
4733034 O 05/01/29
0
1
1905094 E66/E66 F 298,000.00 ZZ
353 297,744.08 1
115 W WOODRIDGE DRIVE 7.000 1,994.25 77
6.750 1,994.25 390,000.00
DURHAM NC 27707 2 03/24/99 00
600432958 05 05/01/99 0
600432958 O 09/01/28
0
1905099 E66/E66 F 276,000.00 ZZ
360 275,773.77 1
5356 MILL DAM ROAD 7.000 1,836.23 69
6.750 1,836.23 400,000.00
WAKE FOREST NC 27587 2 04/01/99 00
600489740 03 05/01/99 0
600489740 O 04/01/29
0
1905106 811/G01 F 445,600.00 ZZ
360 445,600.00 1
1197 BONITA AVENUE 7.625 3,153.93 80
7.375 3,153.93 557,000.00
MOUNTAIN VIEW CA 94040 1 04/20/99 00
0431305523 05 06/01/99 0
FM02210416 O 05/01/29
0
1905186 593/G01 F 119,700.00 ZZ
360 119,700.00 1
464 SOUTH 1430 WEST 7.375 826.74 90
7.125 826.74 133,000.00
LEHI UT 94043 2 04/02/99 12
0431306737 05 06/01/99 25
0007313620 O 05/01/29
0
1905190 593/G01 F 110,200.00 BB
360 110,200.00 1
629 NORTH 280 WEST 7.375 761.13 85
7.125 761.13 130,000.00
SANTAQUIN UT 84655 2 04/09/99 12
0431307453 05 06/01/99 12
0007205966 O 05/01/29
0
1905195 593/G01 F 118,800.00 BB
360 118,707.32 1
1
725 NORTH 250 WEST 7.250 810.43 90
7.000 810.43 132,000.00
SPRINGVILLE UT 84663 4 04/01/99 12
0431307909 05 05/01/99 25
0007470313 O 04/01/29
0
1905196 201/G01 F 475,000.00 ZZ
360 475,000.00 1
209 HIGHLAND AVENUE 7.250 3,240.34 80
7.000 3,240.34 594,000.00
UPPER MONTCLAIR NJ 07043 1 04/15/99 00
0431302793 05 06/01/99 0
2509107666 O 05/01/29
0
1905199 201/G01 F 250,900.00 ZZ
360 250,740.01 1
119 JUSTIN AVENUE 8.250 1,884.93 90
8.000 1,884.93 279,900.00
STATEN ISLAND NY 10306 1 03/19/99 01
0431302801 05 05/01/99 30
1309133617 O 04/01/29
0
1905206 201/G01 F 424,000.00 ZZ
360 423,285.54 1
33 HERITAGE COURT 6.875 2,785.38 80
6.625 2,785.38 530,000.00
RANDOLPH NJ 07869 1 02/26/99 00
0431302843 05 04/01/99 0
1309150298 O 03/01/29
0
1905215 201/G01 F 261,400.00 ZZ
240 261,400.00 1
62 BIRCH ROAD 6.875 2,007.07 80
6.625 2,007.07 330,000.00
FRANKLIN LAKES NJ 07417 2 04/06/99 00
0431302819 05 06/01/99 0
1509140636 O 05/01/19
0
1905217 201/G01 F 265,000.00 ZZ
360 264,793.27 1
7 ADAMS AVENUE 7.250 1,807.77 74
7.000 1,807.77 360,000.00
BAYVILLE NY 11709 2 02/25/99 00
0431302835 05 05/01/99 0
1
2409129596 O 04/01/29
0
1905218 664/G01 F 294,400.00 ZZ
360 294,400.00 1
11506 CLARKSON ROAD 7.125 1,983.43 80
6.875 1,983.43 368,000.00
LOS ANGELES CA 90064 1 04/16/99 00
0431308618 05 06/01/99 0
0003089869 O 05/01/29
0
1905228 201/G01 F 373,500.00 ZZ
360 373,208.63 1
6530 TAEDA DRIVE 7.250 2,547.93 90
7.000 2,547.93 415,000.00
SARASOTA FL 34241 1 03/15/99 11
0431304278 05 05/01/99 25
5491577705 O 04/01/29
0
1905263 201/G01 F 333,350.00 ZZ
360 333,102.60 1
5049 KENSINGTON HIGH STREET 7.500 2,330.84 80
7.250 2,330.84 416,695.00
NAPLES FL 34105 1 03/22/99 00
0431304542 03 05/01/99 0
5491364401 O 04/01/29
0
1905317 638/G01 F 254,000.00 ZZ
360 254,000.00 1
1140 ANZA STREET 7.250 1,732.73 54
7.000 1,732.73 475,000.00
SAN FRANCISCO CA 94118 2 04/12/99 00
0431307289 05 06/01/99 0
8877856 O 05/01/29
0
1905320 638/G01 F 625,600.00 ZZ
360 625,600.00 1
3800 MOUNTAIN SHADOWS ROAD 7.125 4,214.78 80
6.875 4,214.78 782,000.00
CALABASAS CA 91301 1 04/02/99 00
0431307339 03 06/01/99 0
8868474 O 05/01/29
0
1
1905321 638/G01 F 251,900.00 ZZ
360 251,900.00 1
13747 MEADOW VIEW LANE 7.500 1,761.32 89
7.250 1,761.32 284,900.00
YUCAIPA CA 92399 1 04/08/99 10
0431307370 05 06/01/99 25
8859581 O 05/01/29
0
1905325 638/G01 F 300,000.00 ZZ
360 300,000.00 1
24682 PASEO VENDAVAL 7.250 2,046.53 80
7.000 2,046.53 376,000.00
LAKE FOREST CA 92630 2 04/14/99 00
0431307420 05 06/01/99 0
8875497 O 05/01/29
0
1905346 638/G01 F 243,000.00 ZZ
360 243,000.00 1
59 CHESTNUT RIDGE ROAD 7.125 1,637.14 70
6.875 1,637.14 350,000.00
HOLMDEL NJ 07733 2 04/09/99 00
0431306265 05 06/01/99 0
8815402 O 05/01/29
0
1905480 F18/G01 F 172,000.00 ZZ
360 172,000.00 1
1141 TULANE AVENUE 7.250 1,173.35 80
7.000 1,173.35 215,000.00
SAN LEANDRO CA 94579 5 04/22/99 00
0431309152 05 06/01/99 0
00706 O 05/01/29
0
1905484 665/G01 F 268,000.00 ZZ
360 268,000.00 1
408 GLENMOOR CIRCLE 7.125 1,805.57 80
6.875 1,805.57 335,000.00
MILPITAS CA 95035 1 04/16/99 00
0431304054 05 06/01/99 0
9901229034 O 05/01/29
0
1905507 J40/G01 F 168,150.00 ZZ
360 168,150.00 1
1027 FORT MOUNTAIN DRIVE 7.375 1,161.37 95
7.125 1,161.37 177,000.00
1
CHATSWORTH GA 30705 1 04/15/99 11
0431304476 05 06/01/99 30
7641128 O 05/01/29
0
1905528 685/G01 F 295,950.00 ZZ
360 295,950.00 1
47 LYON RIDGE 7.000 1,968.96 80
6.750 1,968.96 370,000.00
ALISO VIEJO (AR CA 92656 1 04/20/99 00
0431308121 03 06/01/99 0
117816 O 05/01/29
0
1905534 685/G01 F 199,200.00 ZZ
360 199,200.00 1
1425 MAPLE STREET 7.250 1,358.90 80
7.000 1,358.90 249,000.00
SOUTH PASADENA CA 91030 1 04/22/99 00
0431303429 05 06/01/99 0
117998 O 05/01/29
0
1905605 A50/A50 F 330,000.00 ZZ
360 329,708.84 1
6948 GAINES RIDGE ROAD 6.625 2,113.03 74
6.375 2,113.03 448,200.00
COLUMBUS GA 31904 1 03/08/99 00
121398 05 05/01/99 0
121398 O 04/01/29
0
1905612 964/G01 F 193,000.00 ZZ
360 193,000.00 1
2668 GREEN PLACE 7.375 1,333.00 73
7.125 1,333.00 265,000.00
ARROYO GRANDE CA 93420 2 04/21/99 00
0431307016 05 06/01/99 0
56034 O 05/01/29
0
1905619 893/G01 F 348,000.00 ZZ
360 348,000.00 1
1571 21ST AVENEU 7.250 2,373.98 75
7.000 2,373.98 465,000.00
SAN FRANCISCO CA 94122 1 04/21/99 00
0431305051 07 06/01/99 0
99030163 O 05/01/29
0
1
1905622 893/G01 F 460,000.00 ZZ
360 460,000.00 1
1586 PARROTT DRIVE 6.875 3,021.87 62
6.625 3,021.87 750,000.00
SAN MATEO CA 94402 2 04/20/99 00
0431305218 05 06/01/99 0
98100055 O 05/01/29
0
1905637 562/G01 F 318,750.00 ZZ
360 318,750.00 1
32 MEDFORD LANE 7.500 2,228.75 75
7.250 2,228.75 425,000.00
SCARSDALE NY 10583 5 04/28/99 00
0431304815 05 06/01/99 0
596635 O 05/01/29
0
1905646 811/G01 F 82,200.00 ZZ
360 82,200.00 1
3794 SAN SIMEON CIRCLE 7.250 560.75 75
7.000 560.75 110,120.00
WESTON FL 33331 1 04/27/99 00
0431305382 09 06/01/99 0
FM0018765 O 05/01/29
0
1905657 638/G01 F 154,200.00 ZZ
360 154,200.00 1
11 WILLOW STREET 7.250 1,051.92 80
7.000 1,051.92 193,790.00
DERRY NH 03038 1 04/19/99 00
0431309707 05 06/01/99 0
08868177 O 05/01/29
0
1905666 638/G01 F 84,000.00 ZZ
360 84,000.00 1
13712 TOWSEND LANE 7.500 587.34 80
7.250 587.34 105,000.00
TAMPA FL 33612 1 04/15/99 00
0431307164 05 06/01/99 0
08876088 O 05/01/29
0
1905669 638/G01 F 88,800.00 ZZ
360 88,800.00 1
1
31 CREEK ROAD 7.375 613.32 95
7.125 613.32 93,500.00
DUNCANNON PA 17020 2 04/19/99 04
0431306919 05 06/01/99 30
08877772 O 05/01/29
0
1905680 J95/J95 F 317,250.00 ZZ
360 316,996.30 1
1420 SETTLERS LANE 7.125 2,137.37 75
6.875 2,137.37 423,000.00
BRECKENRIDGE CO 80424 5 03/30/99 00
14207005 09 05/01/99 0
14207005 O 04/01/29
0
1905689 638/G01 F 300,000.00 ZZ
360 300,000.00 1
6516 INDIAN TRAIL 7.000 1,995.91 41
6.750 1,995.91 739,000.00
PLANO TX 75024 1 04/06/99 00
0431309103 05 06/01/99 0
08865620 O 05/01/29
0
1905690 J95/J95 F 311,500.00 ZZ
360 310,975.10 1
645 A STREET NE 6.875 2,046.34 79
6.625 2,046.34 395,000.00
WASHINGTON DC 20002 2 02/27/99 00
9734674 05 04/01/99 0
9734674 O 03/01/29
0
1905693 J95/J95 F 335,700.00 ZZ
360 335,450.86 1
1621 BEACH AVENUE UNIT 111 7.500 2,347.27 89
7.250 2,347.27 380,000.00
CAPE MAY NJ 08204 1 03/27/99 10
9702671 01 05/01/99 25
9702671 O 04/01/29
0
1905863 120/G01 F 16,400.00 T
360 16,400.00 1
4948 ILENER STREET 7.500 114.68 80
7.250 114.68 20,500.00
NEW PORT RICHEY FL 34652 1 04/19/99 00
0431304930 01 06/01/99 0
1
7022270 O 05/01/29
0
1905892 Q89/G01 F 274,572.00 ZZ
327 274,572.00 1
2214B POT SPRING ROAD 7.500 1,973.33 78
7.250 1,973.33 355,000.00
TIMOMIUM MD 21093 4 04/13/99 00
0430014175 05 06/01/99 0
1520870 O 08/01/26
0
1905893 Q89/G01 F 141,093.05 ZZ
337 141,093.05 1
551 IRVING DRIVE 7.500 1,005.80 78
7.250 1,005.80 183,000.00
THOUSAND OAKS CA 91360 2 04/13/99 00
0430199018 05 06/01/99 0
1570556 O 06/01/27
0
1905943 356/G01 F 342,500.00 ZZ
360 342,500.00 1
45430 SODAVILLE DRIVE 7.250 2,336.46 61
7.000 2,336.46 570,000.00
FREMONT CA 94539 2 04/06/99 00
0431307321 05 06/01/99 0
2724045 O 05/01/29
0
1905949 356/G01 F 308,000.00 ZZ
360 308,000.00 1
348 TANAGER WAY 7.375 2,127.28 80
7.125 2,127.28 385,000.00
LIVERMORE CA 94550 1 04/07/99 00
0431307305 05 06/01/99 0
2755668 O 05/01/29
0
1905953 455/G01 F 373,410.00 ZZ
360 373,410.00 1
9865 HUNTCLIFF TRACE 7.375 2,579.06 90
7.125 2,579.06 414,900.00
ATLANTA GA 30350 1 04/28/99 01
0431311497 03 06/01/99 25
84274 O 05/01/29
0
1
1906016 964/G01 F 316,000.00 ZZ
360 316,000.00 1
262 BAY VISTA CIRCLE 7.375 2,182.53 80
7.125 2,182.53 395,000.00
SAUSALITO CA 94965 1 04/09/99 00
0431307537 01 06/01/99 0
54896 O 05/01/29
0
1906064 593/G01 F 107,600.00 ZZ
360 107,340.30 1
11673 N BOYER AVENUE 7.125 724.93 75
6.875 724.93 143,500.00
SANDPOINT ID 83864 5 01/15/99 00
0431309293 05 03/01/99 0
0007165616 O 02/01/29
0
1906081 765/G01 F 191,625.00 ZZ
360 191,625.00 1
20112 STARE STREET 7.125 1,291.02 75
6.875 1,291.02 255,500.00
CHATSWORTH (ARE CA 91311 1 04/21/99 00
0431305788 05 06/01/99 0
345068L O 05/01/29
0
1906083 944/G01 F 295,950.00 ZZ
360 295,950.00 1
4822 MC COY AVENUE 7.375 2,044.05 80
7.125 2,044.05 369,950.00
SAN JOSE CA 95130 1 04/21/99 00
0431307479 05 06/01/99 0
17455 O 05/01/29
0
1906089 638/G01 F 155,000.00 ZZ
360 155,000.00 1
408 BRADRICK DRIVE 7.500 1,083.78 76
7.250 1,083.78 205,000.00
SAN LEANDRO CA 94578 1 04/13/99 00
0431309004 05 06/01/99 0
08876774 O 05/01/29
0
1906285 956/G01 F 308,000.00 ZZ
360 308,000.00 1
40115 NORTH SHORE DRIVE 7.375 2,127.28 80
7.125 2,127.28 385,000.00
1
FAWNSKIN CA 92333 1 04/14/99 00
0431309111 05 06/01/99 0
1509030400 O 05/01/29
0
1906288 956/G01 F 370,400.00 ZZ
360 370,400.00 1
847 CANADA DRIVE 7.250 2,526.78 80
7.000 2,526.78 463,000.00
MILPITAS CA 95035 1 04/02/99 00
0431309483 05 06/01/99 0
709030038 O 05/01/29
0
1906291 956/G01 F 296,000.00 ZZ
360 295,774.77 1
2816 SANDHURST AVENUE 7.375 2,044.40 73
7.125 2,044.40 407,000.00
THOUSAND OAKS CA 91362 2 03/31/99 00
0431309475 05 05/01/99 0
109030462 O 04/01/29
0
1906451 623/G01 F 284,000.00 ZZ
360 283,544.43 1
16820 40TH AVENUE NORTH 7.125 1,913.36 80
6.875 1,913.36 355,320.00
PLYMOUTH MN 55446 1 02/08/99 00
0431307651 05 04/01/99 0
1217125 O 03/01/29
0
1906509 E11/G01 F 290,000.00 ZZ
360 290,000.00 1
60 WEST POINT PLACE 7.125 1,953.78 74
6.875 1,953.78 395,000.00
EXCELSIOR MN 55331 2 04/20/99 00
0431307883 05 06/01/99 0
009001014932 O 05/01/29
0
1906512 356/G01 F 328,000.00 ZZ
360 328,000.00 1
143 TOMLINSON DRIVE 7.125 2,209.80 72
6.875 2,209.80 460,000.00
FOLSOM CA 95630 5 04/09/99 00
0431308303 05 06/01/99 0
2707149 O 05/01/29
0
1
1906514 356/G01 F 350,000.00 ZZ
360 350,000.00 1
2105 CANYON OAK LANE 7.250 2,387.62 50
7.000 2,387.62 714,000.00
DANVILLE CA 94506 2 04/22/99 00
0431308329 03 06/01/99 0
2745701 O 05/01/29
0
1906520 356/G01 F 263,960.00 ZZ
360 263,960.00 1
6363 FARM HILL WAY 7.250 1,800.68 80
7.000 1,800.68 329,950.00
SAN JOSE CA 95120 1 04/07/99 00
0431308337 05 06/01/99 0
3731768 O 05/01/29
0
1906568 685/G01 F 193,600.00 ZZ
360 193,600.00 1
8 ALDERGROVE 7.125 1,304.32 80
6.875 1,304.32 242,000.00
IRVINE CA 92604 1 04/26/99 00
0431310259 01 06/01/99 0
118218 O 05/01/29
0
1906605 638/G01 F 329,200.00 ZZ
360 329,200.00 1
431 MILLCREEK LANE 7.125 2,217.88 80
6.875 2,217.88 411,566.00
NAPERVILLE IL 60540 1 04/15/99 00
0431312065 05 06/01/99 0
8741627 O 05/01/29
0
1906622 638/G01 F 1,000,000.00 ZZ
360 999,200.31 1
15630 CHESDIN LANDING TERRACE 7.125 6,737.19 56
6.875 6,737.19 1,800,000.00
CHESTERFIELD VA 23838 4 03/30/99 00
0431309269 03 05/01/99 0
8842953 O 04/01/29
0
1906636 964/G01 F 252,000.00 ZZ
360 252,000.00 1
1
5740 AYALA AVENUE 6.750 1,634.47 80
6.500 1,634.47 315,000.00
OAKLAND CA 94609 1 04/21/99 00
0431309616 05 06/01/99 0
55334 O 05/01/29
0
1906638 964/G01 F 300,000.00 ZZ
360 300,000.00 1
31 MEADOW DRIVE 7.500 2,097.64 80
7.250 2,097.64 375,000.00
MILL VALLEY CA 94941 1 04/21/99 00
0431308923 05 06/01/99 0
54883 O 05/01/29
0
1906640 964/G01 F 250,000.00 ZZ
360 250,000.00 1
753 DEVONSHIRE WAY 7.125 1,684.30 60
6.875 1,684.30 420,000.00
SUNNYVALE CA 94087 2 04/16/99 00
0431309129 05 06/01/99 0
55915 O 05/01/29
0
1906658 964/G01 F 275,500.00 ZZ
360 275,500.00 1
463 47TH AVENUE 7.250 1,879.40 72
7.000 1,879.40 385,000.00
SAN FRANCISCO CA 94121 2 04/20/99 00
0431309350 07 06/01/99 0
55258 O 05/01/29
0
1906666 964/G01 F 430,000.00 ZZ
360 430,000.00 1
23282 MOROBE CIRCLE 7.375 2,969.90 64
7.125 2,969.90 675,000.00
DANA POINT CA 92629 5 04/22/99 00
0431309921 05 06/01/99 0
55448 O 05/01/29
0
1906687 822/G01 F 265,000.00 ZZ
360 264,798.36 1
6322 OLD CARVERSVILLE ROAD 7.375 1,830.29 53
7.125 1,830.29 505,000.00
CARVERSVILLE PA 18913 2 03/23/99 00
0431309236 05 05/01/99 0
1
3636007611 O 04/01/29
0
1906781 893/G01 F 255,300.00 ZZ
360 255,300.00 1
903 SAPPHIRE COURT 7.375 1,763.29 69
7.125 1,763.29 370,000.00
SAN JOSE CA 95136 1 04/20/99 00
0431309624 05 06/01/99 0
99030185 O 05/01/29
0
1906784 559/G01 F 322,500.00 ZZ
360 322,500.00 1
804 BLOSSOM COURT 7.750 2,310.43 71
7.500 2,310.43 455,000.00
PETALUMA CA 94952 2 04/02/99 00
0431312685 05 06/01/99 0
5588363 O 05/01/29
0
1906970 201/G01 F 258,400.00 ZZ
360 258,400.00 1
920 RANDALL COURT 7.125 1,740.89 80
6.875 1,740.89 323,000.00
MARIETTA GA 30064 1 04/15/99 00
0431308535 03 06/01/99 0
407623 O 05/01/29
0
1906994 964/G01 F 102,970.00 ZZ
360 102,970.00 1
1661 ROCKYBEND DRIVE 7.500 719.98 70
7.250 719.98 147,100.00
SACRAMENTO CA 95833 1 04/05/99 00
0431310143 05 06/01/99 0
54828 O 05/01/29
0
1907044 638/G01 F 83,200.00 ZZ
360 83,200.00 1
181 EDEN RANCH BOULEVARD 7.250 567.57 80
7.000 567.57 104,000.00
CANYON LAKE TX 78133 1 04/20/99 00
0431314061 05 06/01/99 0
08873817 O 05/01/29
0
1
1907067 964/G01 F 548,000.00 ZZ
360 548,000.00 1
2413 VIA PINALE 7.250 3,738.33 80
7.000 3,738.33 685,000.00
PALOS VERDES ES CA 90274 1 04/23/99 00
0431310093 05 06/01/99 0
55126 O 05/01/29
0
1907073 638/G01 F 325,000.00 ZZ
360 325,000.00 1
2 RAVENCEST ROAD 6.875 2,135.02 62
6.625 2,135.02 525,000.00
BETHEL CT 06801 5 04/16/99 00
0431311398 05 06/01/99 0
08862920 O 05/01/29
0
1907088 685/G01 F 132,000.00 ZZ
360 132,000.00 1
303 ALTA LANE 7.375 911.70 80
7.125 911.70 165,000.00
COSTA MESA CA 92627 1 04/07/99 00
0431312461 01 06/01/99 0
118056 O 05/01/29
0
1907094 638/G01 F 363,750.00 ZZ
360 363,750.00 1
22731 MAPLEWOOD 6.875 2,389.58 75
6.625 2,389.58 485,000.00
MISSION VIEJO CA 92692 5 04/15/99 00
0431311331 05 06/01/99 0
08878370 O 05/01/29
0
1907105 685/G01 F 109,600.00 ZZ
360 109,600.00 1
1712 SOUTH 6TH STREET #3 7.375 756.98 80
7.125 756.98 137,000.00
ALHAMBRA CA 91803 1 04/27/99 00
0431312487 01 06/01/99 0
118147 O 05/01/29
0
1907134 356/G01 F 355,000.00 ZZ
360 355,000.00 1
34415 VALLEY OAKS LOOP 7.125 2,391.71 80
6.875 2,391.71 446,000.00
1
UNION CITY CA 94587 2 04/12/99 00
0431310705 05 06/01/99 0
2730729 O 05/01/29
0
1907140 356/G01 F 420,000.00 ZZ
360 420,000.00 1
1024 GEDDY WAY 7.125 2,829.62 68
6.875 2,829.62 625,000.00
FREMONT CA 94539 2 04/12/99 00
0431310663 05 06/01/99 0
2722189 O 05/01/29
0
1907164 356/G01 F 255,000.00 ZZ
360 255,000.00 1
7711 PINEVILLE CIRCLE 7.125 1,717.99 61
6.875 1,717.99 420,000.00
CASTRO VALLEY CA 94552 2 04/13/99 00
0431311117 05 06/01/99 0
2728244 O 05/01/29
0
1907171 624/G01 F 500,000.00 ZZ
360 500,000.00 1
210 MOORE CREEK ROAD 7.125 3,368.59 69
6.875 3,368.59 730,000.00
SANTA CRUZ CA 95060 5 04/12/99 00
0431309897 05 06/01/99 0
46000690176 O 05/01/29
0
1907251 964/G01 F 333,000.00 ZZ
360 333,000.00 1
3354 NORTH LUCILLE LANE 7.250 2,271.65 74
7.000 2,271.65 450,000.00
LAFAYETTE CA 94549 2 04/20/99 00
0431309426 05 06/01/99 0
55045 O 05/01/29
0
1907284 944/G01 F 322,000.00 ZZ
360 322,000.00 1
23432 GLENRIDGE DRIVE 7.125 2,169.37 76
6.875 2,169.37 427,000.00
SANTA CLARITA CA 91321 1 04/23/99 00
0431311380 03 06/01/99 0
990300128 O 05/01/29
0
1
1907518 811/G01 F 613,600.00 ZZ
360 613,600.00 1
10608 JOHNSON AVENUE 7.500 4,290.38 80
7.250 4,290.38 767,000.00
CUPERTINO CA 95014 1 04/28/99 00
0431311026 05 06/01/99 0
FM02210879 O 05/01/29
0
1907521 811/G01 F 243,300.00 ZZ
360 243,300.00 1
103 KOCH ROAD 7.250 1,659.73 80
7.000 1,659.73 304,125.00
CORTE MADERA CA 94925 1 04/26/99 00
0431312172 01 06/01/99 0
FM00203632 O 05/01/29
0
1907611 665/G01 F 340,000.00 ZZ
360 340,000.00 1
10205 MADRID DRIVE 7.125 2,290.64 72
6.875 2,290.64 475,000.00
GILROY CA 95020 5 04/23/99 00
0431311554 05 06/01/99 0
9901228928 O 05/01/29
0
1907736 893/G01 F 292,000.00 ZZ
360 292,000.00 1
1317 JAMES COURT 7.500 2,041.71 80
7.250 2,041.71 365,000.00
SAN MATEO CA 94401 1 04/28/99 00
0431312362 05 06/01/99 0
99040194 O 05/01/29
0
1908025 E82/G01 F 319,500.00 ZZ
360 319,500.00 1
14 MORGAN DRIVE 7.625 2,261.40 83
7.375 2,261.40 388,000.00
METHUEN MA 01844 2 04/30/99 04
0400198412 05 06/01/99 12
1611886 O 05/01/29
0
2758176 K08/G01 F 318,000.00 ZZ
360 317,732.85 1
1
19600 164TH AVENUE NORTHEAST 6.875 2,089.03 70
6.625 2,089.03 460,000.00
WOODINVILLE WA 98072 1 03/02/99 00
0411289408 05 05/01/99 0
0411289408 O 04/01/29
0
2758201 K08/G01 F 228,000.00 ZZ
360 227,839.08 1
5812 STALLION RIDGE 7.750 1,633.42 95
7.500 1,633.42 240,000.00
COLLEGE STATION TX 77845 4 03/10/99 04
0410921720 03 05/01/99 30
0410921720 O 04/01/29
0
2758759 K08/G01 F 426,000.00 ZZ
360 425,614.89 1
5729 EVENING CANYON DRIVE 6.500 2,692.61 64
6.250 2,692.61 670,000.00
LACANADA FLINTR CA 91011 2 03/05/99 00
0411296981 05 05/01/99 0
0411296981 O 04/01/29
0
2758783 K08/G01 F 80,500.00 ZZ
360 80,440.26 1
9520 1ST AVENUE NORTHEAST B301 7.500 562.87 70
7.250 562.87 115,000.00
SEATTLE WA 98115 1 03/05/99 00
0411306673 01 05/01/99 0
0411306673 O 04/01/29
0
2761258 K08/G01 F 468,000.00 ZZ
360 467,634.92 1
1652 RALSTON AVENUE 7.250 3,192.58 75
7.000 3,192.58 625,000.00
BELMONT CA 94002 2 02/25/99 00
0411287592 05 05/01/99 0
0411287592 O 04/01/29
0
2761439 K08/G01 F 184,000.00 ZZ
360 183,845.42 1
2901 EMBASSY DRIVE 6.875 1,208.75 67
6.625 1,208.75 275,000.00
WEST PALM BEACH FL 33401 2 03/09/99 00
0411332158 03 05/01/99 0
1
0411332158 O 04/01/29
0
2761644 976/976 F 240,350.00 ZZ
360 239,811.49 2
74-76 NORTH STREET 7.500 1,680.57 95
7.250 1,680.57 253,000.00
SOMERVILLE MA 02143 1 02/05/99 10
5554125 05 03/01/99 30
5554125 O 02/01/29
0
2761673 976/976 F 290,000.00 ZZ
360 289,756.36 1
1400 CROSS HIGHWAY 6.875 1,905.10 43
6.625 1,905.10 690,000.00
FAIRFIELD CT 06901 2 03/01/99 00
5596947 05 05/01/99 0
5596947 O 04/01/29
0
2761677 976/976 F 216,000.00 ZZ
360 214,828.05 1
127 EAST 30TH STREET #6D 7.375 1,491.86 60
7.125 1,491.86 365,000.00
NEW YORK NY 10016 2 09/10/98 00
5352440 01 11/01/98 0
5352440 O 10/01/28
0
2761685 976/976 F 350,000.00 ZZ
360 349,465.70 1
14228 MANDERLEIGH WOODS DR. 7.375 2,417.37 54
7.125 2,417.37 650,000.00
TOWN & COUNTRY MO 63017 2 02/19/99 00
5636576 03 04/01/99 0
5636576 O 03/01/29
0
2761728 976/976 F 240,000.00 ZZ
360 239,585.56 1
14503 NE 301ST CIRCLE 6.750 1,556.64 80
6.500 1,556.64 300,000.00
BATTLE GROUND WA 98604 2 02/18/99 00
5359577 05 04/01/99 0
5359577 O 03/01/29
0
1
2761808 976/976 F 498,000.00 ZZ
360 497,258.51 1
610 COUNTY ROAD 4251 7.500 3,482.09 56
7.250 3,482.09 900,000.00
GRANBY CO 80447 2 02/22/99 00
5237851 05 04/01/99 0
5237851 O 03/01/29
0
2761820 976/976 F 126,400.00 ZZ
360 126,192.16 1
2749 KING IRON COURT 7.000 840.95 80
6.750 840.95 158,000.00
WOODBRIDGE VA 22192 1 02/26/99 00
5647181 03 04/01/99 0
5647181 O 03/01/29
0
2761849 976/976 F 144,400.00 ZZ
360 144,190.30 1
220 AVENIDA LA PALMA 7.625 1,022.06 95
7.375 1,022.06 152,000.00
NOKOMIS FL 34275 2 02/08/99 10
5644020 05 04/01/99 30
5644020 O 03/01/29
0
2761857 976/976 F 400,000.00 ZZ
360 399,374.03 1
111 CEDAR STREET 7.250 2,728.71 60
7.000 2,728.71 670,000.00
NEWTON MA 02159 2 02/17/99 00
5575440 05 04/01/99 0
5575440 O 03/01/29
0
2761859 976/976 F 350,000.00 ZZ
360 349,395.60 1
1923 NORTH JACKSON 6.750 2,270.10 52
6.500 2,270.10 675,000.00
LITTLE ROCK AR 72207 2 02/19/99 00
7516232 05 04/01/99 0
7516232 O 03/01/29
0
2761875 976/976 F 280,000.00 ZZ
360 279,561.82 1
2065 ACORN CIRCLE 7.250 1,910.10 44
7.000 1,910.10 650,000.00
1
WAYZATA MN 55391 2 02/17/99 00
5620670 05 04/01/99 0
5620670 O 03/01/29
0
2762089 696/G01 F 650,000.00 ZZ
360 648,931.29 1
212 FALCON RIDGE ROAD 7.000 4,324.47 79
6.750 4,324.47 825,000.00
GREAT FALLS VA 22066 2 02/26/99 00
0431250646 05 04/01/99 0
10199009 O 03/01/29
0
2762584 K08/G01 F 287,000.00 ZZ
360 286,764.75 1
1968 MARCONI WAY 7.000 1,909.42 78
6.750 1,909.42 370,000.00
SOUTH LAKE TAHO CA 96150 2 03/04/99 00
0411148729 03 05/01/99 0
0411148729 O 04/01/29
0
2763036 K08/G01 F 90,000.00 ZZ
360 89,933.21 1
11482 LEE HUGHES ROAD 7.500 629.29 75
7.250 629.29 121,000.00
HAMMOND LA 70401 4 03/17/99 00
0411319940 05 05/01/99 0
0411319940 O 04/01/29
0
2763050 K08/G01 F 265,000.00 ZZ
360 264,788.09 1
4250 VIA DOLCE #321 7.125 1,785.35 66
6.875 1,785.35 405,000.00
MARINA DEL RAY CA 90292 5 03/10/99 00
0411319163 01 05/01/99 0
0411319163 O 04/01/29
0
2763064 K08/G01 F 348,000.00 ZZ
360 347,721.71 1
26957 GRAYSLAKE ROAD 7.125 2,344.54 80
6.875 2,344.54 435,000.00
RANCHO PALOS VE CA 90275 1 03/10/99 00
0411323900 05 05/01/99 0
0411323900 O 04/01/29
0
1
2763714 K08/G01 F 227,440.00 ZZ
360 227,262.58 1
2050 DAHLIA COMMON 7.250 1,551.54 80
7.000 1,551.54 284,305.00
LIVERMORE CA 94550 1 03/11/99 00
0411277973 03 05/01/99 0
0411277973 O 04/01/29
0
2763717 K08/G01 F 208,000.00 ZZ
360 207,837.74 1
1012 SPENCER AVENUE 7.250 1,418.93 80
7.000 1,418.93 260,000.00
SAN JOSE CA 95125 1 03/09/99 00
0411311558 05 05/01/99 0
0411311558 O 04/01/29
0
2764709 K08/G01 F 325,000.00 ZZ
360 323,139.27 1
24714 NODDING FLOWER CT 6.875 2,135.02 63
6.625 2,135.02 520,000.00
BARRINGTON IL 60010 2 03/15/99 00
0411279557 05 05/01/99 0
0411279557 O 04/01/29
0
2764727 K08/G01 F 72,600.00 ZZ
360 72,540.49 1
609 CLEARCREEK DRIVE 7.000 483.01 80
6.750 483.01 90,750.00
LEANDER TX 78641 1 03/18/99 00
0411320807 05 05/01/99 0
0411320807 O 04/01/29
0
2767093 F28/G01 F 290,000.00 ZZ
360 289,523.19 1
20735 SOUTHEAST 3RD WAY 7.000 1,929.38 52
6.750 1,929.38 562,000.00
REDMOND WA 98034 2 02/19/99 00
0431269950 05 04/01/99 0
4373777 O 03/01/29
0
2767098 F28/G01 F 350,000.00 ZZ
360 349,698.65 1
1
1700 SE HARBOR LN 6.750 2,270.10 50
6.500 2,270.10 700,000.00
WILMINGTON NC 28409 2 03/05/99 00
0431269992 03 05/01/99 0
4473104 O 04/01/29
0
2767101 F28/G01 F 281,500.00 ZZ
360 281,059.47 1
754 ARDMOOR 7.250 1,920.33 49
7.000 1,920.33 579,000.00
BLOOMFIELD HILL MI 48301 2 02/26/99 00
0431270024 05 04/01/99 0
4490753 O 03/01/29
0
2767106 F28/G01 F 400,000.00 ZZ
360 399,325.97 1
101 ALPINE DR 6.875 2,627.72 57
6.625 2,627.72 710,000.00
KETCHUM ID 83340 2 03/01/99 00
0431270081 05 04/01/99 0
4505695 O 03/01/29
0
2767113 F28/G01 F 300,000.00 ZZ
360 299,267.36 1
724 NORTH STADIUM WY 7.625 2,123.38 62
7.375 2,123.38 490,000.00
TACOMA WA 98403 2 01/11/99 00
0431270198 05 03/01/99 0
4526089 O 02/01/29
0
2767141 F28/G01 F 350,000.00 ZZ
360 349,410.23 1
9809 TIBRON COURT 6.875 2,299.25 44
6.625 2,299.25 800,000.00
POTOMAC MD 20854 2 02/25/99 00
0431270602 05 04/01/99 0
4578171 O 03/01/29
0
2767152 F28/G01 F 318,000.00 ZZ
360 317,526.53 1
30 FULLER BROOK ROAD 7.500 2,223.50 58
7.250 2,223.50 552,000.00
WELLESLEY MA 02482 2 02/26/99 00
0431270750 05 04/01/99 0
1
4581660 O 03/01/29
0
2767156 F28/G01 F 280,000.00 ZZ
360 279,528.19 1
7813 MARY CASSATT DR 6.875 1,839.40 49
6.625 1,839.40 575,000.00
POTOMAC MD 20854 1 03/03/99 00
0431270800 05 04/01/99 0
4585150 O 03/01/29
0
2767161 F28/G01 F 480,000.00 ZZ
360 479,616.15 1
7 STARR RIDGE 7.125 3,233.85 62
6.875 3,233.85 785,000.00
NEEDHAM MA 02492 2 03/08/99 00
0431271022 05 05/01/99 0
4587685 O 04/01/29
0
2767163 F28/G01 F 264,900.00 ZZ
360 264,464.45 1
1011 SOUTH VALENTIA STREET 7.000 1,762.39 57
UNIT 69 6.750 1,762.39 470,000.00
DENVER CO 80231 2 02/25/99 00
0431271055 03 04/01/99 0
4588145 O 03/01/29
0
2767188 F28/G01 F 290,000.00 ZZ
360 289,773.76 1
586 S SHORE DR 7.250 1,978.32 54
7.000 1,978.32 546,000.00
CULVER IN 46511 2 02/25/99 00
0431271725 05 05/01/99 0
4607285 O 04/01/29
0
2767224 F28/G01 F 278,400.00 ZZ
360 277,907.38 1
13414 BISSEL LN 6.625 1,782.63 33
6.375 1,782.63 845,000.00
POTOMAC MD 20854 2 02/26/99 00
0431275155 03 04/01/99 0
4629370 O 03/01/29
0
1
2767230 F28/G01 F 504,000.00 ZZ
360 503,644.28 1
3200 NORTH OCEAN BLVD D1402 7.750 3,610.72 80
7.500 3,610.72 630,000.00
FORT LAUDERDALE FL 33308 1 03/05/99 00
0431272285 06 05/01/99 0
4639922 O 04/01/29
0
2767444 K08/G01 F 221,000.00 ZZ
360 220,840.05 1
13810 NW 20TH STREET 7.625 1,564.22 80
7.375 1,564.22 279,411.00
PEMBROKE PINES FL 33028 1 03/23/99 00
0411335185 03 05/01/99 0
0411335185 O 04/01/29
0
2767529 K08/G01 F 393,750.00 ZZ
360 393,427.24 1
6 ROYAL GARDENS DRIVE 7.000 2,619.63 75
6.750 2,619.63 525,000.00
SAN ANTONIO TX 78248 2 03/19/99 00
0411313176 03 05/01/99 0
0411213176 O 04/01/29
0
2767950 K08/G01 F 194,400.00 ZZ
360 194,248.35 1
9173 IMPERIAL CASTLE COUR 7.250 1,326.15 80
7.000 1,326.15 243,000.00
LAS VEGAS NV 89147 2 03/12/99 00
0411300817 05 05/01/99 0
0411300817 O 04/01/29
0
2767960 K08/G01 F 204,700.00 ZZ
360 204,536.31 1
961 ROLDAN AVENUE 7.125 1,379.10 80
6.875 1,379.10 255,900.00
SIMI VALLEY CA 93065 1 03/17/99 00
0411302367 03 05/01/99 0
0411302367 O 04/01/29
0
2768859 K08/G01 F 203,000.00 ZZ
360 202,849.34 1
251 BUNTING 7.500 1,419.41 58
7.250 1,419.41 350,000.00
1
BLOOMINGDALE IL 60108 2 03/22/99 00
0411324965 05 05/01/99 0
0411324965 O 04/01/29
0
2768887 K08/G01 F 167,200.00 ZZ
360 167,081.99 1
1154 SOUTH OGDEN STREET 7.750 1,197.84 80
7.500 1,197.84 209,000.00
DENVER CO 80210 1 03/26/99 00
0411342942 05 05/01/99 0
0411342942 O 04/01/29
0
2768896 K08/G01 F 153,750.00 ZZ
360 153,627.05 1
10240 GROVE LANE 7.125 1,035.84 75
6.875 1,035.84 205,000.00
COOPER CITY FL 33328 1 03/26/99 00
0411351992 03 05/01/99 0
0411351992 O 04/01/29
0
2768901 K08/G01 F 116,000.00 ZZ
360 115,902.54 1
9458 SOUTH DEVON COURT 6.875 762.04 80
6.625 762.04 145,000.00
HIGHLANDS RANCH CO 80126 2 03/22/99 00
0411332950 03 05/01/99 0
0411332950 O 04/01/29
0
2769633 K08/G01 F 264,800.00 ZZ
360 264,582.95 1
3223 BLUE CREEK COURT 7.000 1,761.72 66
6.750 1,761.72 405,000.00
SAN JOSE CA 95135 5 03/17/99 00
0411285265 05 05/01/99 0
0411285265 O 04/01/29
0
2769640 K08/G01 F 63,000.00 ZZ
240 62,884.47 1
55 EAST COY AVENUE 7.375 502.72 65
7.125 502.72 98,000.00
HAZEL PARK MI 48030 5 03/23/99 00
0411324023 05 05/01/99 0
0411324023 O 04/01/19
0
1
2769643 K08/G01 F 132,500.00 ZZ
360 132,396.64 1
32234 HIGHWAY 90 7.250 903.88 80
7.000 903.88 167,000.00
SEMINOLE AL 36574 2 03/23/99 00
0411340789 05 05/01/99 0
0411340789 O 04/01/29
0
2769692 K08/G01 F 648,000.00 ZZ
360 647,481.80 1
6800 SOUTHWEST UMATILLA AVENUE 7.125 4,365.70 78
6.875 4,365.70 835,000.00
REDMOND OR 97756 2 03/22/99 00
0411285844 05 05/01/99 0
0411285844 O 04/01/29
0
2769748 696/G01 F 279,200.00 ZZ
360 278,953.67 1
429 LEWIS STREET, N.W. 6.625 1,787.75 79
6.375 1,787.75 355,000.00
VIENNA VA 22180 1 03/30/99 00
0431268820 05 05/01/99 0
21599015 O 04/01/29
0
2770362 K08/G01 F 300,000.00 ZZ
360 299,771.72 1
7082 VIA FIRENZE 7.375 2,072.03 52
7.125 2,072.03 584,954.00
BOCA RATON FL 33433 1 03/30/99 00
0411361397 03 05/01/99 0
0411361397 O 04/01/29
0
2770372 K08/G01 F 314,400.00 ZZ
360 314,142.29 1
790 CINNABAR PLACE 7.000 2,091.71 80
6.750 2,091.71 393,000.00
SIMI VALLEY CA 93065 1 03/24/99 00
0411346869 05 05/01/99 0
0411346869 O 04/01/29
0
2770376 K08/G01 F 160,000.00 ZZ
360 159,862.24 1
1
3420 N.W. 89TH TERRACE 6.750 1,037.76 60
6.500 1,037.76 267,500.00
COOPER CITY FL 33024 1 03/30/99 00
0411389630 03 05/01/99 0
0411289630 O 04/01/29
0
2770380 K08/G01 F 220,000.00 ZZ
360 219,813.45 1
10320 SOUTHWEST SHEARWATER LOO 7.125 1,482.18 80
6.875 1,482.18 275,000.00
BEAVERTON OR 97007 2 03/16/99 00
0411310725 03 05/01/99 0
0411310725 O 04/01/29
0
2770391 K08/G01 F 414,000.00 ZZ
360 413,684.97 1
404 NORTH EAST AVENUE 7.375 2,859.40 57
7.125 2,859.40 727,000.00
OAK PARK IL 60302 2 03/25/99 00
0411266083 05 05/01/99 0
0411266083 O 04/01/29
0
2770405 K08/G01 F 379,000.00 ZZ
360 378,218.12 1
7061 MINK HOLLOW ROAD 7.375 2,617.66 85
7.125 2,617.66 450,000.00
HIGHLAND MD 20777 2 03/24/99 10
0411339740 05 05/01/99 12
0411339740 O 04/01/29
0
2770412 K08/G01 F 401,600.00 ZZ
360 401,262.60 1
1735 VERDITE STREET 6.875 2,638.23 80
6.625 2,638.23 502,000.00
LIVERMORE CA 94550 1 03/22/99 00
0411337744 05 05/01/99 0
0411337744 O 04/01/29
0
2770521 696/G01 F 301,100.00 ZZ
360 300,876.55 1
11900 BRISTOL MANOR COURT #1 7.500 2,105.33 90
7.250 2,105.33 335,000.00
ROCKVILLE MD 20852 1 03/31/99 12
0431269380 01 05/01/99 25
1
60999037 O 04/01/29
0
2770524 696/G01 F 167,900.00 ZZ
360 167,762.38 1
5223 TOOLEY COURT 7.000 1,117.04 80
6.750 1,117.04 210,000.00
FAIRFAX VA 22032 1 03/31/99 00
0431269364 05 05/01/99 0
21799031 O 04/01/29
0
2771138 K08/G01 F 291,000.00 ZZ
360 290,767.29 1
1105 HAVRE LAFITTE DRIVE 7.125 1,960.52 70
6.875 1,960.52 420,000.00
AUSTIN TX 78746 5 03/26/99 00
0411351596 03 05/01/99 0
0411351596 O 04/01/29
0
2771139 K08/G01 F 327,200.00 ZZ
360 326,938.34 1
2724 CHERRY AVENUE 7.125 2,204.41 80
6.875 2,204.41 409,000.00
SAN JOSE CA 95125 1 03/25/99 00
0411349590 05 05/01/99 0
0411349590 O 04/01/29
0
2771142 K08/G01 F 360,000.00 ZZ
360 359,697.56 1
12705 FOX WOODS DRIVE 6.875 2,364.94 80
6.625 2,364.94 450,000.00
HERNDON VA 20171 1 03/31/99 00
0411310253 03 05/01/99 0
0411310253 O 04/01/29
0
2771143 K08/G01 F 165,000.00 ZZ
360 164,871.29 1
1804 ALASKA AVENUE 7.250 1,125.59 60
7.000 1,125.59 275,000.00
COSTA MESA CA 92626 1 03/29/99 00
0411363203 05 05/01/99 0
0411363203 O 04/01/29
0
1
2771149 K08/G01 F 252,000.00 ZZ
360 251,788.29 1
941 FAIRVIEW DRIVE 6.875 1,655.46 78
6.625 1,655.46 325,000.00
WOODLAND CA 95695 2 03/25/99 00
0411317126 05 05/01/99 0
0411317126 O 04/01/29
0
2771159 K08/G01 F 280,000.00 ZZ
360 279,792.20 1
2115 MOOREVIEW STREET 7.500 1,957.80 80
7.250 1,957.80 350,000.00
HENDERSON NV 89012 2 03/23/99 00
0411332612 05 05/01/99 0
0411332612 O 04/01/29
0
2771165 K08/G01 F 150,400.00 ZZ
360 150,288.38 1
976 CROWN DRIVE 7.500 1,051.62 80
7.250 1,051.62 188,000.00
CARBONDALE CO 81623 1 03/31/99 00
0411346505 05 05/01/99 0
0411346505 O 04/01/29
0
2771179 K08/G01 F 399,200.00 ZZ
360 398,880.77 1
7805 BRIGHTMAN LANE 7.125 2,689.48 80
6.875 2,689.48 499,000.00
AUSTIN TX 78733 1 03/31/99 00
0411319783 03 05/01/99 0
0411319783 O 04/01/29
0
2771262 K08/G01 F 75,000.00 ZZ
360 73,942.93 1
14967 ROLLING HILLS DRIVE 7.375 518.01 50
7.125 518.01 150,000.00
MONTROSE CO 81401 1 03/31/99 00
0411334121 05 05/01/99 0
0411334121 O 04/01/29
0
2771803 K08/G01 F 119,200.00 ZZ
360 119,200.00 1
230 W HOUSTON 6.875 783.06 80
6.625 783.06 149,000.00
1
PORT ISABEL TX 78597 1 04/01/99 00
0411365364 01 06/01/99 0
0411365364 O 05/01/29
0
2771806 K08/G01 F 272,000.00 ZZ
360 271,787.81 1
2768 GREAT SMOKEY COURT 7.250 1,855.52 80
7.000 1,855.52 340,000.00
THOUSAND OAKS CA 91362 1 03/31/99 00
0411366057 05 05/01/99 0
0411366057 O 04/01/29
0
2771814 K08/G01 F 324,000.00 ZZ
360 323,782.60 1
9005 ELEVADO STREET 8.000 2,377.40 80
7.750 2,377.40 405,000.00
WEST HOLLYWOOD CA 90069 1 03/21/99 00
0411329162 05 05/01/99 0
0411329162 O 04/01/29
0
2771836 K08/G01 F 360,000.00 ZZ
360 359,719.17 1
300 BUCKEYE TRAIL 7.250 2,455.83 80
7.000 2,455.83 450,000.00
AUSTIN TX 78746 1 03/31/99 00
0411368855 05 05/01/99 0
0411368855 O 04/01/29
0
2772796 K08/G01 F 119,000.00 ZZ
360 118,904.83 1
18695 NORTHEAST 56TH COURT 7.125 801.73 51
6.875 801.73 234,000.00
REDMOND WA 98052 1 03/30/99 00
0411354038 01 05/01/99 0
0411354038 O 04/01/29
0
2772806 K08/G01 F 242,000.00 ZZ
360 241,833.46 1
7211 LAKE LANE 7.875 1,754.67 73
7.625 1,754.67 335,000.00
CLARKSTON MI 48346 2 03/29/99 00
0411330749 05 05/01/99 0
0411330749 O 04/01/29
0
1
2772809 K08/G01 F 170,000.00 ZZ
360 169,885.93 1
1056 STATE (RTE 31) 8.000 1,247.40 49
7.750 1,247.40 350,000.00
OSWEGO IL 60543 5 03/29/99 00
0411326317 05 05/01/99 0
0411326317 O 04/01/29
0
2772811 K08/G01 F 119,000.00 ZZ
360 118,920.15 1
7637 VALLEYHIGH RD. NW 8.000 873.18 75
7.750 873.18 160,000.00
BYRON MN 55920 2 03/29/99 00
0411359300 05 05/01/99 0
0411359300 O 04/01/29
0
2772879 696/G01 F 905,800.00 ZZ
360 905,093.39 1
909 WHANN AVENUE 7.250 6,179.15 77
7.000 6,179.15 1,180,000.00
MCLEAN VA 22101 2 03/31/99 00
0431275189 05 05/01/99 0
24499047 O 04/01/29
0
2773760 K08/G01 F 253,500.00 ZZ
360 253,311.87 1
103 PICARDY VILLAGE PLACE 7.500 1,772.51 78
7.250 1,772.51 325,000.00
CARY NC 27511 2 03/30/99 00
0411347354 05 05/01/99 0
0411347354 O 04/01/29
0
2773773 K08/G01 F 185,000.00 ZZ
360 184,859.23 1
9510 COUNTRY ROADS LANE 7.375 1,277.75 93
7.125 1,277.75 200,000.00
MANASSAS VA 20112 2 03/30/99 04
0411308760 05 05/01/99 30
0411308760 O 04/01/29
0
2773775 K08/G01 F 343,000.00 ZZ
360 342,718.84 1
1
31 BEN HILL ROAD 7.000 2,281.99 80
6.750 2,281.99 430,000.00
ST. PAUL MN 55105 2 03/30/99 00
0411349400 05 05/01/99 0
0411349400 O 04/01/29
0
2773777 K08/G01 F 306,000.00 ZZ
360 305,761.29 1
14105 ROCKSPRINGS COURT 7.250 2,087.46 80
7.000 2,087.46 382,500.00
DALLAS TX 75240 1 04/05/99 00
0411346703 03 05/01/99 0
0411346703 O 04/01/29
0
2774940 K08/G01 F 272,000.00 ZZ
360 272,000.00 1
4955 SANDY LANE 7.125 1,832.51 80
6.875 1,832.51 340,000.00
SAN JOSE CA 95124 1 03/31/99 00
0411302086 05 06/01/99 0
0411302086 O 05/01/29
0
2774972 K08/G01 F 220,580.00 ZZ
360 220,424.32 1
1108 RIO CIDADE WAY 7.750 1,580.26 70
7.500 1,580.26 316,580.00
SACRAMENTO CA 95831 1 03/22/99 00
0411243975 05 05/01/99 0
0411243975 O 04/01/29
0
2775439 F28/G01 F 305,000.00 ZZ
360 304,522.70 1
29193 N. 74TH ST 7.250 2,080.64 70
7.000 2,080.64 440,000.00
SCOTTSDALE AZ 85262 4 02/01/99 00
0431299163 05 04/01/99 0
3556566 O 03/01/29
0
2775440 F28/G01 F 392,500.00 ZZ
360 391,885.77 1
1500 CONIFER RIDGE LN 7.250 2,677.54 75
7.000 2,677.54 525,000.00
PRESCOTT AZ 86303 2 03/23/98 00
0431299171 03 04/01/99 0
1
3743327 O 03/01/29
0
2775441 F28/G01 F 440,000.00 ZZ
360 439,656.75 1
728 OAK GROVE CIRCLE 7.250 3,001.58 80
7.000 3,001.58 550,000.00
SEVERNA PARK MD 21146 2 02/26/99 00
0431299197 05 05/01/99 0
3950569 O 04/01/29
0
2775443 F28/G01 F 270,000.00 ZZ
360 268,450.81 1
11201 ROKEBY AVENUE 7.000 1,796.32 75
6.750 1,796.32 360,000.00
GARRETT PARK MD 20896 2 10/15/98 00
0431299221 05 12/01/98 0
4193282 O 11/01/28
0
2775447 F28/G01 F 260,000.00 ZZ
360 259,160.88 1
992 POINT ST 7.125 1,751.67 58
6.875 1,751.67 450,000.00
SAN DIEGO CA 92106 5 12/22/98 00
0431299270 05 02/01/99 0
4429116 O 01/01/29
0
2775449 F28/G01 F 260,000.00 ZZ
360 259,258.85 1
6331 CANTILES AVENUE 7.750 1,862.67 80
7.500 1,862.67 325,000.00
CYPRUS CA 90630 1 12/08/98 00
0431299304 05 02/01/99 0
4432118 O 01/01/29
0
2775450 F28/G01 F 277,600.00 ZZ
360 277,186.67 1
5 CLIFFORD 7.500 1,941.02 80
7.250 1,941.02 347,000.00
SOUTHBOROUGH MA 01772 2 02/25/99 00
0431299320 05 04/01/99 0
4461366 O 03/01/29
0
1
2775451 F28/G01 F 404,000.00 ZZ
360 403,048.77 1
800 SERO PINE LN 7.250 2,756.00 74
7.000 2,756.00 548,000.00
FORT WASHINGTO MD 20744 2 01/27/99 00
0431299338 05 03/01/99 0
4483386 O 02/01/29
0
2775453 F28/G01 F 270,000.00 ZZ
360 269,264.44 1
714 W OAKCREST AVENUE 7.500 1,887.88 75
7.250 1,887.88 360,000.00
BREA CA 92821 5 01/05/99 00
0431299353 03 03/01/99 0
4526301 O 02/01/29
0
2775457 F28/G01 F 346,500.00 ZZ
360 345,611.00 1
5525 NORTH 100 EAST 7.250 2,363.75 70
7.000 2,363.75 495,000.00
LEESBURG IN 46580 1 01/22/99 00
0431299395 05 03/01/99 0
4533420 O 02/01/29
0
2775459 F28/G01 F 273,750.00 ZZ
360 273,077.86 1
66 "C" ST 7.125 1,844.31 80
6.875 1,844.31 342,225.00
SAN RAFAEL CA 94901 1 01/19/99 00
0431299411 05 03/01/99 0
4535072 O 02/01/29
0
2775463 F28/G01 F 350,000.00 ZZ
360 349,196.11 1
262 BILLINGSGATE LANE 7.375 2,417.37 48
7.125 2,417.37 730,000.00
FOSTER CITY CA 94404 2 01/18/99 00
0431299478 03 03/01/99 0
4544262 O 02/01/29
0
2775465 F28/G01 F 319,000.00 ZZ
360 318,248.92 1
111 FAIRWAY DR 7.250 2,176.14 74
7.000 2,176.14 432,000.00
1
NEWTON MA 02465 2 01/29/99 00
0431299494 05 03/01/99 0
4544999 O 02/01/29
0
2775466 F28/G01 F 304,000.00 ZZ
360 303,762.85 1
37 WILPUTTE PLACE 7.250 2,073.82 50
7.000 2,073.82 620,000.00
NEW ROCHELLE NY 10804 5 03/05/99 00
0431299502 05 05/01/99 0
4550160 O 04/01/29
0
2775467 F28/G01 F 490,000.00 ZZ
360 489,578.11 1
18350 INVERGORDON LN 6.750 3,178.13 69
6.500 3,178.13 715,000.00
CORNELIUS NC 28031 2 03/09/99 00
0431299510 03 05/01/99 0
4552950 O 04/01/29
0
2775469 F28/G01 F 329,600.00 ZZ
360 329,082.65 1
1428 EL MONTE DRIVE 7.250 2,248.45 80
7.000 2,248.45 412,000.00
THOUSAND OAKS CA 91362 2 02/17/99 00
0431299536 05 04/01/99 0
4553345 O 03/01/29
0
2775473 F28/G01 F 281,250.00 ZZ
360 280,558.35 1
402 MOUNTAIN AVENUE 7.250 1,918.62 75
7.000 1,918.62 375,000.00
FRANKLIN LAKES NJ 07417 5 02/26/99 00
0431299585 05 04/01/99 0
4565889 O 03/01/29
0
2775475 F28/G01 F 452,500.00 ZZ
360 452,119.84 1
608 CAMERON ST 6.875 2,972.61 70
6.625 2,972.61 652,500.00
ALEXANDRIA VA 22314 1 03/08/99 00
0431299601 05 05/01/99 0
4574242 O 04/01/29
0
1
2775476 F28/G01 F 310,000.00 ZZ
360 309,719.76 1
10108 COUNCELMAN ROAD 6.500 1,959.41 61
6.250 1,959.41 515,000.00
POTOMAC MD 20854 2 03/03/99 00
0431299619 05 05/01/99 0
4574523 O 04/01/29
0
2775477 F28/G01 F 285,000.00 ZZ
360 284,788.47 1
115 BRIARGATE 7.500 1,992.76 95
7.250 1,992.76 301,000.00
CARY IL 60013 1 03/16/99 10
0431299627 05 05/01/99 30
4574962 O 04/01/29
0
2775479 F28/G01 F 424,000.00 ZZ
360 423,319.85 1
4012 STEINHAUER ROAD 7.125 2,856.57 76
6.875 2,856.57 562,000.00
MARIETTA GA 30066 2 02/22/99 00
0431299643 05 04/01/99 0
4578981 O 03/01/29
0
2775483 F28/G01 F 308,500.00 ZZ
360 305,643.52 1
13430 E. DEL TIMBRE DRIVE 7.000 2,052.46 73
6.750 2,052.46 425,000.00
SCOTTSDALE AZ 85259 2 03/11/99 00
0431299684 03 05/01/99 0
4581825 O 04/01/29
0
2775485 F28/G01 F 383,000.00 ZZ
360 382,670.25 1
1200 MANOR LN 6.750 2,484.13 80
6.500 2,484.13 483,000.00
MOUNT PLEASANT SC 29464 2 03/05/99 00
0431299718 05 05/01/99 0
4586356 O 04/01/29
0
2775486 F28/G01 F 311,000.00 ZZ
360 310,732.24 1
1
8528 E. SUTTON DR 6.750 2,017.14 78
6.500 2,017.14 400,000.00
SCOTTSDALE AZ 85260 2 03/10/99 00
0431299734 05 05/01/99 0
4586610 O 04/01/29
0
2775487 F28/G01 F 388,000.00 ZZ
360 387,362.06 1
125 SHERBURN CIRCLE 7.000 2,581.37 52
6.750 2,581.37 750,000.00
WESTON MA 02193 2 03/03/99 00
0431299742 05 04/01/99 0
4587479 O 03/01/29
0
2775489 F28/G01 F 520,000.00 ZZ
360 519,186.25 1
708 TAPER DRIVE 7.250 3,547.32 80
7.000 3,547.32 650,000.00
SEAL BEACH CA 90740 2 02/19/99 00
0431299775 05 04/01/99 0
4589143 O 03/01/29
0
2775493 F28/G01 F 400,000.00 ZZ
360 399,292.23 1
16025 PHEASANT RIDGE CT 6.625 2,561.24 80
6.375 2,561.24 500,000.00
WOODBINE MD 21797 2 02/27/98 00
0431299817 05 04/01/99 0
4593200 O 03/01/29
0
2775495 F28/G01 F 313,000.00 ZZ
360 312,432.54 1
82 KINGSBURY RD 6.500 1,978.38 71
6.250 1,978.38 445,000.00
NEW ROCHELLE NY 10804 2 02/10/99 00
0431299833 05 04/01/99 0
4596817 O 03/01/29
0
2775496 F28/G01 F 387,600.00 ZZ
360 387,282.28 1
4914 AUSTIN TRACE 7.000 2,578.72 80
6.750 2,578.72 484,550.00
ZIONSVILLE IN 46077 1 03/04/99 00
0431299841 03 05/01/99 0
1
4598468 O 04/01/29
0
2775497 F28/G01 F 266,250.00 ZZ
360 266,031.75 1
4557 E CALLE TUBERIA 7.000 1,771.37 75
6.750 1,771.37 355,000.00
PHOENIX AZ 85018 2 03/10/99 00
0431299858 05 05/01/99 0
4598559 O 04/01/29
0
2775499 F28/G01 F 340,000.00 ZZ
360 339,454.61 1
32751 PAWNEE AV 7.125 2,290.64 80
6.875 2,290.64 425,000.00
KIOWA CO 80117 2 02/26/99 00
0431299874 05 04/01/99 0
4600692 O 03/01/29
0
2775502 F28/G01 F 298,000.00 ZZ
360 297,459.76 1
2708 E. CARLISLE ST 6.500 1,883.56 80
6.250 1,883.56 372,500.00
PHOENIX AZ 85027 1 02/12/99 00
0431299908 05 04/01/99 0
4607648 O 03/01/29
0
2775503 F28/G01 F 320,000.00 ZZ
360 319,447.41 1
11409 WOODINGTON TERRACE 6.750 2,075.52 74
6.500 2,075.52 435,000.00
POTOMAC MD 20854 2 02/18/99 00
0431299916 05 04/01/99 0
4610188 O 03/01/29
0
2775504 F28/G01 F 288,000.00 ZZ
360 287,763.93 1
2015 BELMONT LANE NO. B 7.000 1,916.07 77
6.750 1,916.07 375,000.00
REDONDO BEACH CA 90278 2 03/01/99 00
0431299932 01 05/01/99 0
4610640 O 04/01/29
0
1
2775506 F28/G01 F 505,000.00 ZZ
360 500,377.41 1
7100 PINDELL SCHOOL ROAD 6.750 3,275.42 63
6.500 3,275.42 810,000.00
FULTON MD 20759 1 03/12/99 00
0431299957 05 05/01/99 0
4611582 O 04/01/29
0
2775510 F28/G01 F 285,000.00 ZZ
360 284,783.14 1
972 SAGE BRUSH LN 7.375 1,968.42 75
7.125 1,968.42 380,000.00
WALNUT CA 91789 5 03/03/99 00
0431299999 05 05/01/99 0
4612598 O 04/01/29
0
2775512 F28/G01 F 272,000.00 ZZ
360 271,787.81 1
7180 BUCKINGHAM BOULEVARD 7.250 1,855.52 52
7.000 1,855.52 526,000.00
OAKLANDY CA 94705 2 03/05/99 00
0431300011 05 05/01/99 0
4613511 O 04/01/29
0
2775513 F28/G01 F 300,000.00 ZZ
360 299,741.71 1
5260 ST ALBANS BAY RD 6.750 1,945.79 75
6.500 1,945.79 403,500.00
SHOREWOOD MN 55331 1 03/15/99 00
0431300029 05 05/01/99 0
4613893 O 04/01/29
0
2775514 F28/G01 F 590,000.00 ZZ
360 589,528.19 1
22228 CHASE DRIVE 7.125 3,974.94 80
6.875 3,974.94 739,147.00
NOVI MI 48375 1 03/17/99 00
0431300037 05 05/01/99 0
4614164 O 04/01/29
0
2775516 F28/G01 F 297,600.00 ZZ
360 297,349.98 1
8244 EAST BUCKSKIN TRAIL 6.875 1,955.02 80
6.625 1,955.02 372,000.00
1
SCOTTSDALE AZ 85255 1 03/04/99 00
0431300060 03 05/01/99 0
4615254 O 04/01/29
0
2775521 F28/G01 F 245,000.00 ZZ
360 244,635.20 1
14807 EAST LOOKOUT LEDGE 7.500 1,713.08 91
7.250 1,713.08 270,000.00
FOUNTAIN HILLS AZ 85268 2 02/22/99 10
0431300268 03 04/01/99 30
4618670 O 03/01/29
0
2775524 F28/G01 F 307,900.00 ZZ
360 307,621.65 1
5235 SUE DR 6.500 1,946.14 80
6.250 1,946.14 384,900.00
CARMEL IN 46033 1 03/15/99 00
0431300318 03 05/01/99 0
4622878 O 04/01/29
0
2775525 F28/G01 F 292,500.00 ZZ
360 292,254.26 1
6162 NE 195TH CT 6.875 1,921.52 90
6.625 1,921.52 325,000.00
KENMORE WA 98028 1 03/08/99 10
0431300326 03 05/01/99 25
4623488 O 04/01/29
0
2775527 F28/G01 F 385,091.00 ZZ
360 384,775.34 1
7346 E DEL ACERO DR 7.000 2,562.02 80
6.750 2,562.02 481,364.00
SCOTTSDALE AZ 85258 1 03/12/99 00
0431300342 03 05/01/99 0
4624641 O 04/01/29
0
2775531 F28/G01 F 299,000.00 ZZ
360 298,520.36 1
15876 EUCLID AVENUE 7.125 2,014.42 55
6.875 2,014.42 550,000.00
BAINBRIDGE ISLA WA 98110 2 03/09/99 00
0431300383 05 04/01/99 0
4629099 O 03/01/29
0
1
2775533 F28/G01 F 270,000.00 ZZ
360 269,527.17 1
5265 EDENVALE AVENUE 7.250 1,841.88 75
7.000 1,841.88 360,000.00
SAN JOSE CA 95136 1 02/19/99 00
0431300409 05 04/01/99 0
4631457 O 03/01/29
0
2775534 F28/G01 F 346,500.00 ZZ
360 346,242.85 1
8472 DALLAS CR 7.500 2,422.78 90
7.250 2,422.78 385,000.00
HUNTINGTON BEAC CA 92648 1 03/04/99 10
0431300417 05 05/01/99 25
4631556 O 04/01/29
0
2775535 F28/G01 F 328,000.00 ZZ
360 327,724.44 1
3168 ATHERTON DRIVE 6.875 2,154.73 80
6.625 2,154.73 410,000.00
SANTA CLARA CA 95051 1 03/08/99 00
0431300425 05 05/01/99 0
4633768 O 04/01/29
0
2775537 F28/G01 F 350,000.00 ZZ
360 349,713.11 1
7822 HIDDEN MEADOW TERRACE 7.000 2,328.56 54
6.750 2,328.56 650,726.00
POTOMAC MD 20854 1 03/17/99 00
0431300441 09 05/01/99 0
4637696 O 04/01/29
0
2775541 F28/G01 F 262,050.00 ZZ
360 261,835.19 1
5440 JARMAN ST 7.000 1,743.43 80
6.750 1,743.43 327,588.00
COLORADO SPRING CO 80906 1 03/18/99 00
0431300490 05 05/01/99 0
4642940 O 04/01/29
0
2775543 F28/G01 F 283,300.00 ZZ
360 283,084.43 1
1
5427 LENTZ RD 7.375 1,956.68 79
7.125 1,956.68 360,000.00
BLOOMINGTON IN 47408 2 03/15/99 00
0431300516 05 05/01/99 0
4646919 O 04/01/29
0
2775547 F28/G01 F 270,900.00 ZZ
360 270,672.41 1
6335 PASEO CORONO 6.875 1,779.62 80
6.625 1,779.62 338,625.00
CARLSBAD CA 92009 1 03/12/99 00
0431300565 03 05/01/99 0
4664605 O 04/01/29
0
2775550 F28/G01 F 648,000.00 T
360 647,494.50 1
1220 N ATLANTIC DR 7.250 4,420.50 80
7.000 4,420.50 810,000.00
LANTANA FL 33462 1 03/19/99 00
0431300599 05 05/01/99 0
4680074 O 04/01/29
0
2775551 F28/G01 F 332,000.00 ZZ
360 331,747.38 1
26 PIENZA 7.375 2,293.04 80
7.125 2,293.04 415,000.00
LAGUNA NIGUEL CA 92677 1 03/17/99 00
0431300607 05 05/01/99 0
4684827 O 04/01/29
0
2775983 E82/G01 F 340,000.00 ZZ
360 340,000.00 1
339 TREMONT AVENUE 7.250 2,319.40 61
7.000 2,319.40 565,000.00
FORT LEE NJ 07024 1 04/09/99 00
0400199949 05 06/01/99 0
0400199949 O 05/01/29
0
2776073 K08/G01 F 169,300.00 ZZ
360 169,164.61 1
3605 GUN CLUB ROAD SW 7.125 1,140.61 77
6.875 1,140.61 220,000.00
ALBUQUERQUE NM 87121 2 04/01/99 00
0411267453 05 05/01/99 0
1
0411267453 O 04/01/29
0
2776095 K08/G01 F 70,400.00 ZZ
360 70,400.00 1
24313 DARTMOUTH STREET 7.750 504.35 80
7.500 504.35 88,000.00
DEARBORN HEIGHT MI 48125 2 04/02/99 00
0411248347 05 06/01/99 0
0411248347 O 05/01/29
0
2776110 696/G01 F 344,000.00 ZZ
360 344,000.00 1
11420 CEDAR RIDGE DRIVE 7.500 2,405.30 80
7.250 2,405.30 430,000.00
POTOMAC MD 20854 1 04/05/99 00
0431279231 03 06/01/99 0
24899001 O 05/01/29
0
2776111 696/G01 F 372,000.00 ZZ
360 371,716.94 1
9920 JAYDEE BOULEVARD 7.375 2,569.31 80
7.125 2,569.31 465,000.00
FAIRFAX STATION VA 22039 2 04/02/99 00
0431279181 03 05/01/99 0
24899003 O 04/01/29
0
2776831 K08/G01 F 256,000.00 ZZ
360 256,000.00 1
300 SHADOWFALLS CIRCLE 7.250 1,746.37 80
7.000 1,746.37 320,000.00
MARTINEZ CA 94553 1 03/31/99 00
0411365224 03 06/01/99 0
0411365224 O 05/01/29
0
2777273 696/G01 F 493,950.00 ZZ
360 493,950.00 1
10219 WOODVALE POND DRIVE 6.875 3,244.90 80
6.625 3,244.90 618,000.00
FAIRFAX STATION VA 22039 1 04/09/99 00
0431280312 05 06/01/99 0
24699028 O 05/01/29
0
1
2777839 K08/G01 F 64,000.00 ZZ
360 64,000.00 1
726 MARION DRIVE 7.500 447.50 78
7.250 447.50 83,000.00
HOMEDALE ID 83628 2 04/05/99 00
0411315468 05 06/01/99 0
0411315468 O 05/01/29
0
2777843 K08/G01 F 462,000.00 ZZ
360 461,621.30 1
7004 FOUNDERS DRIVE 7.000 3,073.70 67
6.750 3,073.70 695,000.00
BIRMINGHAM AL 35242 2 04/05/99 00
0411357569 05 05/01/99 0
0411357569 O 04/01/29
0
2777939 E82/G01 F 351,000.00 ZZ
360 351,000.00 1
3116 NICHOLS CANYON ROAD 7.125 2,364.75 80
6.875 2,364.75 441,000.00
LOS ANGELES CA 90046 2 04/08/99 00
0400192993 05 06/01/99 0
0588493 O 05/01/29
0
2777941 E82/G01 F 288,650.00 ZZ
360 288,650.00 1
ROUTE 1 BOX 172 B 7.500 2,018.28 75
7.250 2,018.28 385,000.00
HAWK POINT MO 63349 2 04/08/99 00
0400192258 05 06/01/99 0
1565555 O 05/01/29
0
2778174 696/G01 F 87,350.00 ZZ
360 87,350.00 1
3912 WAKEFIELD LANE 6.750 566.55 73
6.500 566.55 120,000.00
BOWIE MD 20715 1 04/12/99 00
0431281591 05 06/01/99 0
32799041 O 05/01/29
0
2780951 K08/G01 F 100,000.00 ZZ
360 100,000.00 1
1098 CABARTON ROAD 6.875 656.93 47
6.625 656.93 215,000.00
1
CASCADE ID 83611 5 04/02/99 00
0411369440 05 06/01/99 0
0411369440 O 05/01/29
0
2780969 K08/G01 F 350,000.00 ZZ
360 350,000.00 1
2311 BEAR HILLS COURT 7.500 2,447.25 75
7.250 2,447.25 470,000.00
DRAPER UT 84020 2 04/06/99 00
0411358716 05 06/01/99 0
0411358716 O 05/01/29
0
2780977 K08/G01 F 332,000.00 ZZ
360 332,000.00 1
6797 PENN RIDGE DRIVE 7.375 2,293.04 80
7.125 2,293.04 415,000.00
CENTERVILLE OH 45459 2 04/07/99 00
0411352404 05 06/01/99 0
0411352404 O 05/01/29
0
2780994 K08/G01 F 93,000.00 ZZ
360 93,000.00 1
7712 WEST 85TH STREET CIRCLE 7.750 666.26 48
7.500 666.26 196,000.00
BLOOMINGTON MN 55438 5 04/06/99 00
0411355308 05 06/01/99 0
0411355308 O 05/01/29
0
2780998 K08/G01 F 248,000.00 ZZ
360 248,000.00 1
380 ALTO LANE 7.250 1,691.80 58
7.000 1,691.80 435,000.00
CARBONDALE CO 81623 2 04/12/99 00
0411377948 03 06/01/99 0
0411377948 O 05/01/29
0
2781006 K08/G01 F 550,000.00 ZZ
360 550,000.00 1
1512 LONDONTOWN COURT 7.000 3,659.16 64
6.750 3,659.16 860,000.00
EDGEWATER MD 21037 2 04/07/99 00
0411350713 05 06/01/99 0
0411350713 O 05/01/29
0
1
2781769 696/G01 F 300,000.00 ZZ
360 300,000.00 1
1713 22ND COURT NORTH 7.250 2,046.53 45
7.000 2,046.53 670,000.00
ARLINGTON VA 22209 1 04/14/99 00
0431282789 07 06/01/99 0
23799078 O 05/01/29
0
2784698 696/G01 F 273,000.00 ZZ
360 273,000.00 1
2008 POWHATAN STREET 7.375 1,885.54 75
7.125 1,885.54 366,000.00
FALLS CHURCH VA 22043 1 04/14/99 00
0431284207 05 06/01/99 0
21799021 O 05/01/29
0
2787468 K08/G01 F 400,000.00 ZZ
360 400,000.00 1
111 LAKE ROAD 7.625 2,831.17 63
7.375 2,831.17 645,000.00
PORTOLA VALLEY CA 94028 2 04/02/99 00
0411357999 05 06/01/99 0
0411357999 O 05/01/29
0
2787471 K08/G01 F 290,000.00 ZZ
360 290,000.00 1
1045 WEST GROS VENTRE DRIVE 6.875 1,905.09 68
6.625 1,905.09 430,000.00
JACKSON WY 83001 2 04/09/99 00
0411278492 05 06/01/99 0
0411278492 O 05/01/29
0
2787480 K08/G01 F 212,000.00 ZZ
360 212,000.00 1
4409 QUAIL HOLLOW ROAD 7.375 1,464.23 80
7.125 1,464.23 265,000.00
DALLAS TX 75287 2 04/08/99 00
0411378045 03 06/01/99 0
0411378045 O 05/01/29
0
2787485 K08/G01 F 230,200.00 ZZ
360 230,200.00 1
1
4909 BRADFORD PLACE 7.500 1,609.59 80
7.250 1,609.59 287,753.00
ROCKLIN CA 95765 1 04/05/99 00
0411044613 05 06/01/99 0
0411044613 O 05/01/29
0
2787489 K08/G01 F 134,400.00 ZZ
360 134,400.00 1
404B RIDGEFIELD CIRCLE 7.375 928.27 80
7.125 928.27 168,000.00
CLINTON MA 01510 2 04/09/99 00
0411348816 01 06/01/99 0
0411348816 O 05/01/29
0
2787711 E82/G01 F 565,600.00 ZZ
360 565,600.00 1
3855 TUBBS ROAD 7.125 3,810.55 70
6.875 3,810.55 810,000.00
ANN ARBOR MI 48105 2 04/14/99 00
0400193017 05 06/01/99 0
0400193017 O 05/01/29
0
2787714 E82/G01 F 259,000.00 ZZ
360 259,000.00 1
59 WOODVALLEY DRIVE 7.375 1,788.85 70
7.125 1,788.85 370,000.00
DANVILLE CA 94506 2 04/09/99 00
0400193793 09 06/01/99 0
1673106 O 05/01/29
0
2787715 E82/G01 F 90,250.00 ZZ
360 90,250.00 1
2725 DREW VALLEY ROAD 7.625 638.78 46
7.375 638.78 200,000.00
ATLANTA GA 30319 2 04/13/99 00
0400193611 05 06/01/99 0
0400193611 O 05/01/29
0
2787770 696/G01 F 248,000.00 ZZ
360 248,000.00 1
5604 MACARTHUR BOULEVARD, N.W. 7.000 1,649.95 80
6.750 1,649.95 310,000.00
WASHINGTON DC 20016 1 04/16/99 00
0431285568 05 06/01/99 0
1
31199010 O 05/01/29
0
2787772 696/G01 F 248,500.00 ZZ
360 248,500.00 1
13390 POTOMAC PATH DRIVE 6.625 1,591.17 78
6.375 1,591.17 322,000.00
WOODBRIDGE VA 22191 1 04/09/99 00
0431286285 03 06/01/99 0
2148075 O 05/01/29
0
2788103 K08/G01 F 228,000.00 ZZ
360 228,000.00 1
4219 EGGERS DRIVE 7.750 1,633.42 80
7.500 1,633.42 285,000.00
FREMONT CA 94536 1 04/01/99 00
0411342074 05 06/01/99 0
0411342074 O 05/01/29
0
2788107 K08/G01 F 268,000.00 ZZ
360 268,000.00 1
14 INDIAN PIPE TRAIL 7.125 1,805.57 80
6.875 1,805.57 335,000.00
AVON CT 06001 1 04/15/99 00
0411327950 05 06/01/99 0
0411327950 O 05/01/29
0
2788175 E82/G01 F 313,500.00 ZZ
360 313,500.00 1
3860 RANCHO PALOMARES DRI 7.375 2,165.27 77
7.125 2,165.27 407,500.00
CASTRO VALLEY CA 94552 2 04/12/99 00
0400194833 03 06/01/99 0
0400194833 O 05/01/29
0
2788176 E82/G01 F 291,000.00 ZZ
360 291,000.00 1
1357 43RD AVENUE #62 7.250 1,985.13 64
7.000 1,985.13 455,000.00
GREELEY CO 80634 2 04/15/99 00
0400189635 03 06/01/99 0
0400189635 O 05/01/29
0
1
2788178 E82/G01 F 297,000.00 ZZ
360 297,000.00 1
32 SILVER SPRING DRIVE 6.750 1,926.34 79
6.500 1,926.34 380,000.00
ROLLING HILLS E CA 90274 2 04/15/99 00
0400189759 05 06/01/99 0
1536440 O 05/01/29
0
2788191 696/G01 F 185,500.00 ZZ
360 185,500.00 1
17111 OVERHILL ROAD 7.250 1,265.44 70
7.000 1,265.44 265,000.00
ROCKVILLE MD 20855 1 04/16/99 00
0431286699 05 06/01/99 0
32999067 O 05/01/29
0
2788547 623/G01 F 451,600.00 ZZ
360 450,022.11 1
3625 SYCAMORE VALLEY RUN 7.250 3,080.71 80
7.000 3,080.71 564,545.00
GLENWOOD MD 21738 4 12/09/98 00
0431307826 05 02/01/99 0
1043022 O 01/01/29
0
2788549 623/G01 F 466,400.00 ZZ
360 464,512.88 1
5200 WINDWARD WAY 7.125 3,142.22 80
6.875 3,142.22 583,000.00
EDMOND OK 73034 1 11/04/98 00
0431299098 05 01/01/99 0
1132645 O 12/01/28
0
2788553 623/G01 F 375,000.00 ZZ
360 374,072.47 1
25156 EMBER ROAD 7.000 2,494.88 80
6.750 2,494.88 470,000.00
MIDDLETON ID 83644 5 01/25/99 00
0431295435 05 03/01/99 0
7049542 O 02/01/29
0
2788556 623/G01 F 271,000.00 ZZ
360 269,580.19 1
6668 LACASSE DRIVE 6.750 1,757.70 78
6.500 1,757.70 350,000.00
1
LINO LAKES MN 55038 2 11/02/98 00
0431305507 05 12/01/98 0
1190085 O 11/01/28
0
2788557 623/G01 F 350,000.00 ZZ
360 349,134.29 1
2439 LAUREL LAKE BLVD 7.000 2,328.56 82
6.750 2,328.56 428,000.00
CARMEL IN 46032 2 12/31/98 10
0431300219 05 03/01/99 12
1194033 O 02/01/29
0
2788559 623/G01 F 265,000.00 ZZ
360 264,561.84 1
220 KENYON STREET 7.125 1,785.35 80
6.875 1,785.35 335,000.00
HARTFORD CT 06105 1 02/26/99 00
0431299460 05 04/01/99 0
1198106 O 03/01/29
0
2788563 623/G01 F 245,000.00 ZZ
240 242,828.86 1
13706 UNIONVILLE ROAD 7.250 1,936.42 88
7.000 1,936.42 280,000.00
UNION RIDGE MD 21791 2 01/29/99 10
0431301324 05 03/01/99 25
1219530 O 02/01/19
0
2788565 623/G01 F 255,000.00 ZZ
360 254,600.95 1
515 CLINTON SPRINGS AVENUE 7.250 1,739.55 75
7.000 1,739.55 340,000.00
CINCINNATI OH 45217 5 02/26/99 00
0431301613 05 04/01/99 0
1220638 O 03/01/29
0
2788566 623/G01 F 329,800.00 ZZ
360 329,270.97 1
43922 CHELTENHAM CIRCLE 7.125 2,221.92 80
6.875 2,221.92 415,000.00
ASHBURN VA 20147 2 02/25/99 00
0431305101 03 04/01/99 0
1220662 O 03/01/29
0
1
2788567 623/G01 F 521,250.00 ZZ
360 520,863.15 4
1748 N NORTH PARK 7.500 3,644.66 75
7.250 3,644.66 695,000.00
CHICAGO IL 60614 1 03/04/99 00
0431301696 05 05/01/99 0
1226582 O 04/01/29
0
2788570 623/G01 F 270,000.00 ZZ
360 269,778.68 1
7624 CARSWOLD DRIVE 7.000 1,796.32 79
6.750 1,796.32 345,000.00
CLAYTON MO 63105 5 03/05/99 00
0431301837 05 05/01/99 0
1230959 O 04/01/29
0
2788574 623/G01 F 277,000.00 ZZ
360 276,772.94 1
6808 WINDHAM PARKWAY 7.000 1,842.89 70
6.750 1,842.89 398,000.00
PROSPECT KY 40059 2 03/11/99 00
0431301118 05 05/01/99 0
1235293 O 04/01/29
0
2788576 623/G01 F 314,400.00 ZZ
360 314,154.74 1
9 COLLIER LANE 7.250 2,144.76 80
7.000 2,144.76 393,000.00
ATLANTA GA 30305 1 03/19/99 00
0431301944 05 05/01/99 0
1242361 O 04/01/29
0
2788577 623/G01 F 280,000.00 T
360 278,733.55 1
12088 N 80TH PLACE 7.500 1,957.80 80
7.250 1,957.80 350,000.00
SCOTTSDALE AZ 85260 1 10/14/98 00
0431308477 03 12/01/98 0
1266270 O 11/01/28
0
2788578 623/G01 F 320,000.00 ZZ
360 319,762.51 1
1
2951 NORTH CANON DEL ORO DRIVE 7.500 2,237.49 79
7.250 2,237.49 410,000.00
NOGALES AZ 85621 2 03/01/99 00
0431295302 05 05/01/99 0
6393077 O 04/01/29
0
2788580 623/G01 F 412,000.00 ZZ
360 411,686.50 1
27451 CRAIG LANE 7.375 2,845.58 70
7.125 2,845.58 590,000.00
GOLDEN CO 80401 5 03/08/99 00
0431302363 05 05/01/99 0
1297981 O 04/01/29
0
2788584 623/G01 F 390,000.00 ZZ
360 385,695.56 1
2575 ROSCOMARE ROAD 7.000 2,594.68 77
6.750 2,594.68 510,000.00
LOS ANGELES CA 90077 1 03/20/98 00
0431302603 05 05/01/98 0
6225692 O 04/01/28
0
2788586 623/G01 F 333,500.00 ZZ
360 332,214.28 1
1294 WEST MORAGA AVENUE 7.375 2,303.40 90
7.125 2,303.40 371,000.00
FRESNO CA 93711 4 01/25/99 01
0431295682 05 03/01/99 25
6314231 O 02/01/29
0
2788587 623/G01 F 261,900.00 ZZ
360 261,313.23 1
17254 SUNDANCE DRIVE 7.500 1,831.25 80
7.250 1,831.25 327,500.00
RAMONA CA 92065 4 01/19/99 00
0431302728 05 03/01/99 0
6241829 O 02/01/29
0
2788588 623/G01 F 456,500.00 ZZ
360 456,134.94 1
156 MASSOL AVENUE 7.125 3,075.53 66
6.875 3,075.53 700,000.00
LOS GATOS CA 95030 5 03/11/99 00
0431298520 05 05/01/99 0
1
6242627 O 04/01/29
0
2788592 623/G01 F 331,000.00 ZZ
360 330,735.30 1
310 SEQUOIA BOULEVARD 7.125 2,230.01 75
6.875 2,230.01 442,000.00
WILLITS CA 95490 5 03/05/99 00
0431298181 05 05/01/99 0
6276787 O 04/01/29
0
2788594 623/G01 F 280,000.00 ZZ
360 279,593.39 1
23130 HATTERAS STREET 7.625 1,981.83 80
7.375 1,981.83 350,000.00
LOS ANGELES CA 91367 1 02/23/99 00
0431298165 05 04/01/99 0
6276857 O 03/01/29
0
2788595 623/G01 F 384,000.00 ZZ
360 383,700.44 1
844 SOUTH EASTHILLS DRIVE 7.250 2,619.56 80
7.000 2,619.56 480,000.00
WEST COVINA CA 91791 1 03/08/99 00
0431295054 05 05/01/99 0
6291479 O 04/01/29
0
2788597 623/G01 F 299,000.00 ZZ
360 298,760.89 1
31 GREENVALE 7.125 2,014.42 71
6.875 2,014.42 425,000.00
LAS FLORES AREA CA 92688 5 03/19/99 00
0431302611 03 05/01/99 0
6279135 O 04/01/29
0
2788601 623/G01 F 283,450.00 ZZ
360 283,244.85 1
12108 VISTA RANCH AVENUE 7.625 2,006.24 95
7.375 2,006.24 298,449.00
LOS ANGELES CA 91342 1 03/05/99 10
0431300748 03 05/01/99 30
6287912 O 04/01/29
0
1
2788604 623/G01 F 365,000.00 ZZ
360 364,708.11 1
8661 WAGNER CREEK ROAD 7.125 2,459.08 73
6.875 2,459.08 500,000.00
TALENT OR 97540 5 03/10/99 00
0431288737 05 05/01/99 0
6289085 O 04/01/29
0
2788605 623/G01 F 340,500.00 ZZ
360 340,253.55 1
11708 CONCORD STREET 7.625 2,410.04 90
7.375 2,410.04 378,500.00
CERRITOS CA 90703 2 03/15/99 10
0431295021 05 05/01/99 25
6291394 O 04/01/29
0
2788848 K08/G01 F 124,000.00 ZZ
360 124,000.00 1
1818 EAST REDFIELD ROAD 7.875 899.09 80
7.625 899.09 155,000.00
PHOENIX AZ 85022 2 04/12/99 00
0411379266 05 06/01/99 0
0411379266 O 05/01/29
0
2788885 K08/G01 F 112,500.00 ZZ
360 112,500.00 1
830 EAST JEFFERY STREET 6.875 739.04 74
6.625 739.04 153,000.00
BOCA RATON FL 33487 2 04/12/99 00
0411351604 09 06/01/99 0
0411351604 O 05/01/29
0
2789507 K08/G01 F 500,000.00 ZZ
360 500,000.00 1
193 KIMBLE AVENUE 7.125 3,368.59 48
6.875 3,368.59 1,050,000.00
LOS GATOS CA 95030 5 04/08/99 00
0411288129 05 06/01/99 0
0411288129 O 05/01/29
0
2789508 K08/G01 F 94,150.00 ZZ
360 94,150.00 1
2815 BROOKDALE AV 7.500 658.31 83
7.250 658.31 114,000.00
1
PARMA OH 44134 2 04/14/99 04
0411380447 05 06/01/99 12
0411380447 O 05/01/29
0
2789512 K08/G01 F 246,000.00 ZZ
360 246,000.00 1
1748 EDINBOROUGH 7.500 1,720.07 64
7.250 1,720.07 390,000.00
ROCHESTER MI 48306 2 04/14/99 00
0411375801 05 06/01/99 0
0411375801 O 05/01/29
0
2789524 K08/G01 F 126,000.00 ZZ
360 126,000.00 1
9346 NW 53RD COURT 7.000 838.28 90
6.750 838.28 140,000.00
SUNRISE FL 33351 1 04/16/99 10
0411360803 05 06/01/99 25
0411360803 O 05/01/29
0
2789534 K08/G01 F 83,000.00 ZZ
360 83,000.00 1
2675 MARS HILL CHURCH ROA 7.250 566.21 74
7.000 566.21 112,500.00
ACWORTH GA 30101 2 04/09/99 00
0411334204 05 06/01/99 0
0411334204 O 05/01/29
0
2789543 K08/G01 F 209,800.00 ZZ
240 209,800.00 1
25622 HAZELNUT LANE 7.375 1,674.14 70
7.125 1,674.14 300,000.00
LAKE FOREST CA 92630 2 04/13/99 00
0411366214 03 06/01/99 0
0411366214 O 05/01/19
0
2789641 696/G01 F 228,000.00 ZZ
360 228,000.00 1
2721 PEMBSLY DRIVE 6.500 1,441.12 79
6.250 1,441.12 290,000.00
VIENNA VA 22181 1 04/19/99 00
0431289669 07 06/01/99 0
21799037 O 05/01/29
0
1
2790685 K08/G01 F 198,400.00 ZZ
360 198,400.00 1
1352 WHITTINGHAM DRIVE 7.125 1,336.66 80
6.875 1,336.66 248,000.00
TRACY CA 95376 1 03/31/99 00
0411365588 05 06/01/99 0
0411365588 O 05/01/29
0
2790730 K08/G01 F 51,000.00 ZZ
360 51,000.00 1
2 COMMODORE DRIVE UNIT#D474 6.875 335.03 59
6.625 335.03 87,000.00
EMERYVILLE CA 94608 2 04/13/99 00
0411316599 01 06/01/99 0
0411316599 O 05/01/29
0
2790732 K08/G01 F 137,400.00 ZZ
360 137,400.00 1
3799 BAYVIEW CIRCLE 7.250 937.31 80
7.000 937.31 171,750.00
CONCORD CA 94520 1 04/14/99 00
0411362866 05 06/01/99 0
0411362866 O 05/01/29
0
2790733 K08/G01 F 72,000.00 ZZ
360 72,000.00 1
31 SPARK DRIVE 7.500 503.43 77
7.250 503.43 94,000.00
BRICK NJ 08723 2 04/16/99 00
0411351232 05 06/01/99 0
0411351232 O 05/01/29
0
2791415 G75/G75 F 282,750.00 ZZ
360 282,285.09 1
4826 SOUTH 8TH STREET 7.000 1,881.15 75
6.750 1,881.15 377,000.00
ARLINGTON VA 22204 5 02/16/99 00
03778593 05 04/01/99 0
03778593 O 03/01/29
0
2791419 G75/G75 F 256,000.00 ZZ
360 256,000.00 1
1
4 LITTLE BROOK LANE 7.375 1,768.13 80
7.125 1,768.13 320,000.00
CLARKSTOWN NY 10956 1 04/12/99 00
03613925 05 06/01/99 0
03613925 O 05/01/29
0
2791421 G75/G75 F 350,000.00 T
360 349,746.68 1
1024 WILMINGTON ISLAND RD 7.625 2,477.28 80
7.375 2,477.28 440,000.00
SAVANNAH GA 31410 1 03/29/99 00
03824390 05 05/01/99 0
03824390 O 04/01/29
0
2791422 G75/G75 F 300,000.00 ZZ
360 300,000.00 1
1516 GILBERT 7.250 2,046.53 74
7.000 2,046.53 409,000.00
DOWNERS GROVE IL 60515 1 04/20/99 00
03784697 05 06/01/99 0
03784697 O 05/01/29
0
2791423 G75/G75 F 69,900.00 ZZ
360 69,845.46 1
5008 GLENSCAPE TRAIL 7.250 476.85 70
7.000 476.85 100,900.00
FORT WORTH TX 76137 1 03/19/99 00
03803233 05 05/01/99 0
03803233 O 04/01/29
0
2791426 G75/G75 F 269,000.00 ZZ
360 268,557.71 1
83 TULIP LANE 7.000 1,789.67 75
6.750 1,789.67 360,000.00
COLTS NECK NJ 07722 1 02/05/99 00
03753224 05 04/01/99 0
03753224 O 03/01/29
0
2791430 G75/G75 F 300,000.00 ZZ
240 298,844.84 1
3301-D RIVER ROAD 7.000 2,325.90 74
6.750 2,325.90 410,000.00
POINT PLEASANT NJ 08742 1 02/10/99 00
03738690 05 04/01/99 0
1
03738690 O 03/01/19
0
2791432 G75/G75 F 252,000.00 ZZ
360 251,564.84 1
12806 HUNTERFIELD DRIVE 6.750 1,634.47 72
6.500 1,634.47 350,000.00
CYPRESS TX 77429 1 02/25/99 00
03760154 03 04/01/99 0
03760154 O 03/01/29
0
2791433 G75/G75 F 315,600.00 ZZ
360 315,347.62 1
9208 IDA LANE 7.125 2,126.26 75
6.875 2,126.26 426,000.00
MORTON GROVE IL 60053 2 02/25/99 00
03690422 05 05/01/99 0
03690422 O 04/01/29
0
2791434 G75/G75 F 290,000.00 ZZ
360 289,534.80 1
11217 BRAMBLEWOOD COURT 7.125 1,953.79 75
6.875 1,953.79 390,000.00
IJAMSVILLE MD 21754 5 02/26/99 00
03779432 03 04/01/99 0
03779432 O 03/01/29
0
2791436 G75/G75 F 304,000.00 ZZ
360 303,471.07 1
3193 JUPITER ISLAND COURT 6.875 1,997.07 79
6.625 1,997.07 385,000.00
MOUNT AIRY MD 21771 1 02/26/99 00
03784560 05 04/01/99 0
03784560 O 03/01/29
0
2791440 G75/G75 F 411,200.00 ZZ
360 410,887.11 1
226 PLAINFIELD DRIVE 7.375 2,840.06 80
7.125 2,840.06 520,000.00
WHITE STONE VA 22578 1 03/12/99 00
03762691 05 05/01/99 0
03762691 O 04/01/29
0
1
2791442 G75/G75 F 330,000.00 ZZ
360 329,470.63 1
5816 SURREY STREET 7.125 2,223.28 46
6.875 2,223.28 732,000.00
CHEVY CHASE MD 20815 1 03/01/99 00
03787441 05 04/01/99 0
03787441 O 03/01/29
0
2791443 G75/G75 F 345,000.00 ZZ
360 344,724.11 1
50 THOMPSON AVENUE 7.125 2,324.33 59
6.875 2,324.33 590,000.00
BABYLON NY 11702 1 03/25/99 00
03750610 05 05/01/99 0
03750610 O 04/01/29
0
2791444 G75/G75 F 290,000.00 ZZ
360 289,373.70 1
5501 CLONMEL COURT 6.500 1,833.00 80
6.250 1,833.00 365,000.00
ALEXANDRIA VA 22315 1 02/25/99 00
03789279 03 04/01/99 0
03789279 O 03/01/29
0
2791446 G75/G75 F 600,000.00 ZZ
360 600,000.00 1
25 CHELSEA DRIVE 7.125 4,042.32 68
6.875 4,042.32 884,000.00
LIVINGSTON NJ 07039 1 04/15/99 00
03789938 05 06/01/99 0
03789938 O 05/01/29
0
2791450 G75/G75 F 470,000.00 ZZ
360 469,614.74 1
64 UPPER MOUNTAIN AVE. 7.000 3,126.93 77
6.750 3,126.93 614,000.00
MONTCLAIR NJ 07042 1 03/26/99 00
03792555 05 05/01/99 0
03792555 O 04/01/29
0
2791452 G75/G75 F 236,000.00 ZZ
360 236,000.00 1
7604 E. GLENSHIRE COURT 7.250 1,609.94 80
7.000 1,609.94 296,000.00
1
SEVERN MD 21144 1 04/16/99 00
03715349 03 06/01/99 0
03715349 O 05/01/29
0
2791453 G75/G75 F 400,000.00 ZZ
360 399,663.95 1
7200 WOLVERTON COURT 6.875 2,627.72 64
6.625 2,627.72 630,000.00
CLARKSVILLE MD 21029 1 03/25/99 00
03804855 03 05/01/99 0
03804855 O 04/01/29
0
2791454 G75/G75 F 424,500.00 ZZ
360 424,160.53 1
704 WATERS EDGE 7.125 2,859.94 71
6.875 2,859.94 600,000.00
RACINE WI 53402 2 03/18/99 00
03805150 05 05/01/99 0
03805150 O 04/01/29
0
2791456 G75/G75 F 168,900.00 ZZ
360 168,780.78 1
4004 JEFFREY COURT 7.750 1,210.03 79
7.500 1,210.03 215,000.00
ABINGDON MD 21009 1 03/31/99 00
03724095 03 05/01/99 0
03724095 O 04/01/29
0
2791458 G75/G75 F 345,000.00 ZZ
360 345,000.00 1
914 SCHUYLER DR 7.500 2,412.30 75
7.250 2,412.30 460,000.00
WEST CHESTER PA 19380 2 04/05/99 00
03814084 01 06/01/99 0
03814084 O 05/01/29
0
2791459 G75/G75 F 528,400.00 ZZ
360 528,400.00 1
43121 GOOSE GLEN LANE 7.250 3,604.62 79
7.000 3,604.62 670,000.00
ASHBURN VA 20147 1 04/05/99 00
03811901 05 06/01/99 0
03811901 O 05/01/29
0
1
2791460 G75/G75 F 196,350.00 ZZ
360 196,350.00 1
8005 ROLAND COURT 7.625 1,389.76 80
7.375 1,389.76 246,000.00
ELKRIDGE MD 21075 1 04/22/99 00
03734058 03 06/01/99 0
03734058 O 05/01/29
0
2791462 G75/G75 F 219,950.00 ZZ
360 219,950.00 1
8044 SOMERVILLE LANE 6.875 1,444.92 80
6.625 1,444.92 275,000.00
ELKRIDGE MD 21075 1 04/15/99 00
03831282 03 06/01/99 0
03831282 O 05/01/29
0
2791466 G75/G75 F 240,000.00 ZZ
360 239,812.77 1
192 ROLLING AVENUE 7.250 1,637.23 80
7.000 1,637.23 300,000.00
NORTH EAST MD 21901 1 03/31/99 00
03829895 05 05/01/99 0
03829895 O 04/01/29
0
2791468 G75/G75 F 368,000.00 ZZ
360 368,000.00 1
5117 KINGS RD. 7.000 2,448.32 80
6.750 2,448.32 460,000.00
ST. LEONARD MD 20685 1 04/16/99 00
03764429 05 06/01/99 0
03764429 O 05/01/29
0
2791469 G75/G75 F 253,000.00 ZZ
360 253,000.00 1
8038 WITTSMILL 7.000 1,683.22 80
6.750 1,683.22 317,000.00
CINCINNATI OH 45255 1 04/09/99 00
03808702 01 06/01/99 0
03808702 O 05/01/29
0
2791470 G75/G75 F 277,650.00 ZZ
360 277,650.00 1
1
3202 HAVENWOOD COURT 7.500 1,941.37 90
7.250 1,941.37 310,000.00
EDGEWATER MD 21037 1 04/12/99 01
03846271 03 06/01/99 25
03846271 O 05/01/29
0
2791472 G75/G75 F 126,000.00 ZZ
360 126,000.00 1
2917 TIMBERLINE DRIVE 7.875 913.59 70
7.625 913.59 180,000.00
GRAPEVINE TX 76051 1 04/19/99 00
03743590 05 06/01/99 0
03743590 O 05/01/29
0
2791673 K08/G01 F 354,400.00 ZZ
360 354,400.00 1
2516 ULLOA STREET 6.875 2,328.16 80
6.625 2,328.16 443,000.00
SAN FRANCISCO CA 94116 1 04/20/99 00
0411394034 05 06/01/99 0
0411394034 O 05/01/29
0
2791683 K08/G01 F 195,000.00 G
360 195,000.00 1
4818 CABRILLO POINT 6.750 1,264.77 49
6.500 1,264.77 399,500.00
DISCOVERY BAY CA 94514 1 04/19/99 00
0411398365 03 06/01/99 0
0411398365 O 05/01/29
0
2791809 E82/G01 F 185,000.00 ZZ
360 185,000.00 1
2407 NW 129TH STREET 7.000 1,230.81 80
6.750 1,230.81 232,000.00
VANCOUVER WA 98685 1 04/26/99 00
0400203675 03 06/01/99 0
0400203675 O 05/01/29
0
2791812 E82/G01 F 88,000.00 ZZ
360 88,000.00 1
825 MORGAN AVENUE 7.500 615.31 76
7.250 615.31 117,000.00
PALMYRA BORO NJ 08065 2 04/20/99 00
0400194049 05 06/01/99 0
1
0400194049 O 05/01/29
0
2791813 E82/G01 F 241,000.00 ZZ
360 241,000.00 1
1006 READS LAKE ROAD 7.250 1,644.04 77
7.000 1,644.04 315,000.00
CHATTANOOGA TN 37415 2 04/22/99 00
0400200416 05 06/01/99 0
1576088 O 05/01/29
0
2791814 E82/G01 F 246,000.00 ZZ
360 246,000.00 1
36065 WALKER NORTH 7.375 1,699.06 88
7.125 1,699.06 282,000.00
WALKER LA 70785 2 04/20/99 04
0400196077 05 06/01/99 25
1604776 O 05/01/29
0
2791817 E82/G01 F 264,500.00 ZZ
360 264,500.00 1
470 WINSLOW ROAD 7.375 1,826.84 77
7.125 1,826.84 347,438.00
EDWARDS CO 81632 2 04/20/99 00
0400199352 03 06/01/99 0
1668852 O 05/01/29
0
2791927 696/G01 F 348,000.00 ZZ
360 348,000.00 1
6831 ALPINE DRIVE 6.500 2,199.60 80
6.250 2,199.60 440,000.00
ANNANDALE VA 22003 1 04/23/99 00
0431296227 05 06/01/99 0
10199027 O 05/01/29
0
2791929 696/G01 F 300,000.00 ZZ
360 300,000.00 1
2801 WELBOURNE COURT 7.875 2,175.21 60
7.625 2,175.21 500,000.00
OAKTON VA 22124 1 04/23/99 00
0431296144 05 06/01/99 0
23399046 O 05/01/29
0
1
2792348 K08/G01 F 209,600.00 ZZ
360 209,600.00 1
2811 HORWEDEL DRIVE 7.000 1,394.47 80
6.750 1,394.47 262,000.00
SAN JOSE CA 95148 1 04/19/99 00
0411385347 09 06/01/99 0
0411385347 O 05/01/29
0
2792356 K08/G01 F 150,000.00 ZZ
360 150,000.00 1
6421 BARRETT STREET 7.375 1,036.01 80
7.125 1,036.01 188,000.00
DOWNERS GROVE IL 60516 2 04/19/99 00
0411380934 05 06/01/99 0
0411380934 O 05/01/29
0
2792359 K08/G01 F 114,300.00 ZZ
360 114,300.00 1
1325 HAWK RIDGE DRIVE 7.500 799.20 95
UNIT # 1325 7.250 799.20 120,331.00
SNOWMASS VILLAG CO 81615 2 04/19/99 04
0411259971 01 06/01/99 30
0411259971 O 05/01/29
0
2792375 K08/G01 F 50,000.00 ZZ
360 50,000.00 1
1700 S.W. 75TH TERRACE 6.875 328.46 31
6.625 328.46 162,000.00
PLANTATION FL 33317 5 04/19/99 00
0411379639 05 06/01/99 0
0411379639 O 05/01/29
0
2792398 K08/G01 F 265,000.00 ZZ
360 265,000.00 1
12419 PENROSE TRAIL 7.125 1,785.35 78
6.875 1,785.35 340,000.00
RALEIGH NC 27587 2 04/19/99 00
0411375777 03 06/01/99 0
0411375777 O 05/01/29
0
2792441 E82/G01 F 256,500.00 ZZ
360 256,500.00 1
11858 FARNDON AVE 7.250 1,749.78 95
7.000 1,749.78 270,000.00
1
CHINO CA 91710 1 04/26/99 04
0400202313 05 06/01/99 30
0400202313 O 05/01/29
0
2792457 696/G01 F 252,000.00 ZZ
360 252,000.00 1
4290 EXETER DRIVE 6.750 1,634.47 79
6.500 1,634.47 320,000.00
DUMFRIES VA 22026 1 04/26/99 00
0431298488 03 06/01/99 0
21499014 O 05/01/29
0
2792459 696/G01 F 224,000.00 ZZ
360 224,000.00 1
44178 QUAIL HOLLOW DRIVE 7.375 1,547.11 80
7.125 1,547.11 281,500.00
ASHBURN VA 20147 2 04/21/99 00
0431298652 03 06/01/99 0
32699054 O 05/01/29
0
2792460 696/G01 F 384,000.00 ZZ
360 384,000.00 1
42242 CHERRY SPRING LANE 7.500 2,684.98 80
7.250 2,684.98 480,000.00
LEESBURG VA 20176 2 04/21/99 00
0431298272 05 06/01/99 0
24099039 O 05/01/29
0
2792461 696/G01 F 550,000.00 ZZ
360 550,000.00 1
6520 RIDGE STREET 6.500 3,476.37 43
6.250 3,476.37 1,300,000.00
MCLEAN VA 22101 4 04/26/99 00
0431298801 05 06/01/99 0
10099006 O 05/01/29
0
2793511 K08/G01 F 114,300.00 ZZ
360 114,300.00 1
984 DOMINION WALK DRIVE 7.625 809.01 80
7.375 809.01 142,900.00
SNELLVILLE GA 30078 1 04/26/99 00
0411400856 03 06/01/99 0
0411400856 O 05/01/29
0
1
2793522 K08/G01 F 55,300.00 ZZ
360 55,300.00 1
10444 S GREEN 7.500 386.67 53
7.250 386.67 106,000.00
CHICAGO IL 60643 5 04/20/99 00
0411388309 05 06/01/99 0
0411388309 O 05/01/29
0
2793531 K08/G01 F 272,000.00 ZZ
360 272,000.00 1
81 MAIN ST 7.375 1,878.64 73
7.125 1,878.64 375,000.00
HOLMDEL NJ 07733 2 04/20/99 00
0411337876 05 06/01/99 0
0411337876 O 05/01/29
0
2793546 K08/G01 F 32,000.00 ZZ
360 32,000.00 1
916 PONDEROSA CREEK 7.750 229.25 29
7.500 229.25 114,000.00
PLANO TX 75023 5 04/20/99 00
0411339542 03 06/01/99 0
0411339542 O 05/01/29
0
2793547 K08/G01 F 204,300.00 ZZ
360 204,300.00 1
1807 RAPHAEL PLACE 7.125 1,376.41 70
6.875 1,376.41 292,273.00
DAVIS CA 95616 1 04/22/99 00
0411391717 03 06/01/99 0
0411391717 O 05/01/29
0
2793563 K08/G01 F 483,000.00 ZZ
360 483,000.00 1
6455 JASMINE DRIVE 7.125 3,254.06 80
6.875 3,254.06 610,000.00
HUNTINGTON BEAC CA 92648 2 04/16/99 00
0411379050 03 06/01/99 0
0411379050 O 05/01/29
0
2793698 696/G01 F 156,100.00 ZZ
360 156,100.00 1
1
5816 PEARSON LANE 7.375 1,078.14 78
7.125 1,078.14 201,500.00
ALEXANDRIA VA 22304 1 04/26/99 00
0431301159 03 06/01/99 0
30199071 O 05/01/29
0
2793700 696/G01 F 293,800.00 ZZ
360 293,800.00 1
43552 DEMPSEY LANE 6.500 1,857.02 80
6.250 1,857.02 368,000.00
SOUTH RIDING VA 20152 1 04/23/99 00
0431301175 03 06/01/99 0
10199039 O 05/01/29
0
2794048 K08/G01 F 283,200.00 ZZ
360 283,200.00 1
415 SOUTH BROADWAY UNIT #B 6.875 1,860.42 80
6.625 1,860.42 354,000.00
REDONDO BEACH CA 90277 1 04/22/99 00
0411397474 01 06/01/99 0
0411397474 O 05/01/29
0
2794059 K08/G01 F 210,000.00 ZZ
360 210,000.00 1
518 CHAPMAN LANE 7.375 1,450.42 95
7.125 1,450.42 223,000.00
MARIETTA GA 30066 2 04/19/99 04
0411362981 05 06/01/99 30
0411362981 O 05/01/29
0
2794076 K08/G01 F 127,000.00 ZZ
360 127,000.00 1
5919 DUMFRIES DRIVE 7.000 844.93 69
6.750 844.93 185,000.00
HOUSTON TX 77096 5 04/22/99 00
0411337694 03 06/01/99 0
0411337694 O 05/01/29
0
2794079 K08/G01 F 466,000.00 ZZ
360 466,000.00 1
3825 140TH AVENUE NORTHEAST 7.125 3,139.53 70
6.875 3,139.53 670,000.00
BELLEVUE WA 98005 2 04/19/99 00
0411376122 05 06/01/99 0
1
0411376122 O 05/01/29
0
2794087 K08/G01 F 104,000.00 ZZ
360 104,000.00 1
23 RIDGEFIELD ROAD 6.875 683.21 80
6.625 683.21 130,000.00
WALLINGFORD CT 06492 2 04/22/99 00
0411341944 05 06/01/99 0
0411341944 O 05/01/29
0
2794341 E82/G01 F 149,800.00 ZZ
360 149,800.00 1
42 BOUNTY ROAD EAST 7.125 1,009.23 70
6.875 1,009.23 214,000.00
FORT WORTH TX 76132 1 04/30/99 00
0400195269 05 06/01/99 0
0400195269 O 05/01/29
0
2794348 E82/G01 F 211,000.00 ZZ
360 211,000.00 1
6 PRIMROSE PLACE 7.500 1,475.34 84
7.250 1,475.34 252,000.00
FREDON TOWNSHIP NJ 07860 2 04/26/99 04
0400195632 05 06/01/99 12
1543517 O 05/01/29
0
2794357 E82/G01 F 286,500.00 ZZ
360 286,500.00 1
53 PADDOCK WAY 7.375 1,978.78 77
7.125 1,978.78 375,000.00
HOLLAND PA 18966 2 04/26/99 00
0400195863 03 06/01/99 0
1595785 O 05/01/29
0
2794358 E82/G01 F 324,200.00 ZZ
360 324,200.00 1
4171 BANDINI STREET 7.375 2,239.17 47
7.125 2,239.17 700,000.00
SAN DIEGO CA 92103 2 04/23/99 00
0400197794 05 06/01/99 0
1583562 O 05/01/29
0
1
2794359 E82/G01 F 272,000.00 ZZ
360 272,000.00 1
2032 QUEENSBERRY ROAD 7.250 1,855.52 80
7.000 1,855.52 340,000.00
PASADENA CA 91104 2 04/26/99 00
0400198073 05 06/01/99 0
1461554 O 05/01/29
0
2794407 696/G01 F 320,000.00 ZZ
360 320,000.00 1
4719 FALSTONE AVENUE 7.000 2,128.97 80
6.750 2,128.97 400,000.00
CHEVY CHASE MD 20815 1 04/28/99 00
0431303254 05 06/01/99 0
31299133 O 05/01/29
0
2794409 696/G01 F 312,000.00 ZZ
360 312,000.00 1
8903 COLESBURY PLACE 6.625 1,997.77 80
6.375 1,997.77 391,000.00
FAIRFAX VA 22031 1 04/29/99 00
0431303247 05 06/01/99 0
22699049 O 05/01/29
0
2794410 696/G01 F 260,000.00 ZZ
360 260,000.00 1
8333 EXODUS DRIVE 7.375 1,795.76 80
7.125 1,795.76 325,000.00
GAITHERSBURG MD 20882 2 04/26/99 00
0431303205 05 06/01/99 0
31999044 O 05/01/29
0
2794668 K08/G01 F 164,000.00 ZZ
360 164,000.00 1
665 FENWORTH BOULEVARD 7.500 1,146.71 80
7.250 1,146.71 205,000.00
FRANKLIN SQUARE NY 11010 2 04/23/99 00
0411360241 05 06/01/99 0
0411360241 O 05/01/29
0
2794680 K08/G01 F 374,000.00 ZZ
360 374,000.00 1
253 OLYMPIAN WAY 7.250 2,551.34 75
7.000 2,551.34 500,000.00
1
PACIFICA CA 94044 2 04/20/99 00
0411357791 05 06/01/99 0
0411357791 O 05/01/29
0
2794703 K08/G01 F 294,400.00 ZZ
360 294,400.00 1
1325 EAST CORBETT DRIVE 7.250 2,008.33 80
7.000 2,008.33 368,000.00
PLACENTIA CA 92870 1 04/22/99 00
0411384977 05 06/01/99 0
0411384977 O 05/01/29
0
2794724 K08/G01 F 260,000.00 ZZ
360 260,000.00 1
6759 LAFAYETTE COURT 6.875 1,708.01 80
6.625 1,708.01 325,000.00
MOORPARK CA 93021 1 04/22/99 00
0411354749 03 06/01/99 0
0411354749 O 05/01/29
0
2794736 K08/G01 F 322,400.00 ZZ
360 322,400.00 1
14381 GALY STREET 7.750 2,309.71 80
7.500 2,309.71 403,000.00
TUSTIN CA 92780 1 04/26/99 00
0411376106 05 06/01/99 0
0411376106 O 05/01/29
0
2794739 K08/G01 F 383,200.00 ZZ
360 383,200.00 1
3355 CARLYLE TERRACE 7.000 2,549.44 80
6.750 2,549.44 479,000.00
LAFAYETTE CA 94549 1 04/22/99 00
0411392442 05 06/01/99 0
0411392442 O 05/01/29
0
2794879 696/G01 F 408,750.00 ZZ
360 408,750.00 1
5786 VALLEY VIEW DRIVE 7.375 2,823.13 75
7.125 2,823.13 545,000.00
ALEXANDRIA VA 22310 1 04/28/99 00
0431305424 03 06/01/99 0
24699075 O 05/01/29
0
1
2794884 696/G01 F 580,000.00 ZZ
360 580,000.00 1
7950 OLD FALLS ROAD 7.500 4,055.44 80
7.250 4,055.44 725,000.00
MCLEAN VA 22102 4 04/29/99 00
0431305515 05 06/01/99 0
10099017 O 05/01/29
0
2795400 E82/G01 F 412,000.00 ZZ
360 412,000.00 1
3706 WHITLAND AVENUE 7.250 2,810.57 75
7.000 2,810.57 550,000.00
NASHVILLE TN 37205 2 04/29/99 00
0400196119 05 06/01/99 0
1598824 O 05/01/29
0
2795403 E82/G01 F 481,000.00 ZZ
360 481,000.00 1
410 MORNING STAR LANE 6.875 3,159.83 42
6.625 3,159.83 1,150,000.00
NEWPORT BEACH CA 92660 2 04/26/99 00
0400201083 05 06/01/99 0
0400201083 O 05/01/29
0
2795409 E82/G01 F 206,000.00 ZZ
360 206,000.00 1
3531 NORTHEAST 24TH COURT 7.500 1,440.38 74
7.250 1,440.38 280,000.00
RENTON WA 98056 2 04/27/99 00
0400199493 03 06/01/99 0
1588701 O 05/01/29
0
2795448 K08/G01 F 347,600.00 ZZ
360 347,600.00 1
10403 SANDLEWOOD LANE 7.250 2,371.24 80
7.000 2,371.24 434,517.00
NORTHRIDGE AREA CA 91326 1 04/21/99 00
0411266968 03 06/01/99 0
0411266968 O 05/01/29
0
2795463 K08/G01 F 428,000.00 ZZ
360 428,000.00 1
1
1729 HILLSIDE DRIVE 7.500 2,992.64 80
7.250 2,992.64 535,000.00
GLENDALE CA 91208 1 04/27/99 00
0411401375 05 06/01/99 0
0411401375 O 05/01/29
0
2795509 696/G01 F 425,700.00 ZZ
360 425,700.00 1
7650 CLIFTON ROAD 7.500 2,976.56 75
7.250 2,976.56 569,000.00
FAIRFAX STATION VA 22039 1 04/29/99 00
0431306810 05 06/01/99 0
2448214 O 05/01/29
0
2795510 696/G01 F 467,600.00 ZZ
360 467,600.00 1
931 SHETLAND COURT 7.125 3,150.31 80
6.875 3,150.31 585,000.00
MCLEAN VA 22102 1 04/30/99 00
0431306638 03 06/01/99 0
23799079 O 05/01/29
0
2795512 696/G01 F 110,400.00 ZZ
360 110,400.00 1
6510 BRICK HEARTH COURT 7.125 743.79 80
6.875 743.79 138,000.00
ALEXANDRIA VA 22306 1 04/30/99 00
0431306729 07 06/01/99 0
24699072 O 05/01/29
0
2795516 696/G01 F 181,300.00 ZZ
360 181,300.00 1
414 WINDSOR AVENUE, EAST 6.875 1,191.01 70
6.625 1,191.01 259,000.00
ALEXANDRIA VA 22301 1 04/28/99 00
0431306653 05 06/01/99 0
23199020 O 05/01/29
0
2795519 696/G01 F 290,000.00 ZZ
360 290,000.00 1
3718 NORTH RANDOLPH STREET 7.250 1,978.31 57
7.000 1,978.31 510,000.00
ARLINGTON VA 22207 2 04/27/99 00
0431306869 05 06/01/99 0
1
24499054 O 05/01/29
0
2796061 K08/G01 F 282,000.00 ZZ
360 282,000.00 1
28005 NORTHEAST ZINSER ROAD 7.000 1,876.15 73
6.750 1,876.15 390,000.00
BATTLE GROUND WA 98604 2 04/21/99 00
0411397284 05 06/01/99 0
0411397284 O 05/01/29
0
2796124 K08/G01 F 263,250.00 ZZ
360 263,250.00 1
4440 NEWMAN PLACE 7.375 1,818.20 75
7.125 1,818.20 351,064.00
PLEASANTON CA 94588 1 04/27/99 00
0411399231 09 06/01/99 0
0411399231 O 05/01/29
0
2796139 K08/G01 F 134,800.00 ZZ
360 134,800.00 1
103 ROCKTREE COURT 7.875 977.39 95
7.625 977.39 141,900.00
FUQUAY VARINA NC 27526 2 04/26/99 14
0411337405 05 06/01/99 30
0411337405 O 05/01/29
0
2796266 E82/G01 F 298,000.00 ZZ
360 298,000.00 1
1221 MACAULAY CIRCLE 7.625 2,109.23 79
7.375 2,109.23 378,000.00
CARMICHAEL CA 95608 2 04/29/99 00
0400199469 05 06/01/99 0
1597760 O 05/01/29
0
2796276 696/G01 F 208,200.00 ZZ
360 208,200.00 1
118 CAMERON STATION BOULEVARD 6.625 1,333.13 78
6.375 1,333.13 267,000.00
ALEXANDRIA VA 22304 1 04/30/99 00
0431308832 07 06/01/99 0
2438215 O 05/01/29
0
1
2796278 696/G01 F 182,400.00 ZZ
360 182,400.00 1
7404 CINNABAR TERRACE 7.375 1,259.79 80
7.125 1,259.79 228,000.00
GAITHERSBURG MD 20879 1 04/30/99 00
0431308808 03 06/01/99 0
31299107 O 05/01/29
0
2797313 696/G01 F 350,000.00 ZZ
360 350,000.00 1
2821 ORDWAY STREET, NW 7.375 2,417.36 68
7.125 2,417.36 515,000.00
WASHINGTON DC 20008 1 05/03/99 00
0431310440 05 06/01/99 0
32699015 O 05/01/29
0
2797321 696/G01 F 355,000.00 ZZ
360 355,000.00 1
9029 WEATHERWOOD COURT 7.125 2,391.70 90
6.875 2,391.70 395,000.00
VIENNA VA 22182 1 05/05/99 12
0431310424 03 06/01/99 25
23799075 O 05/01/29
0
2797821 696/G01 F 250,000.00 ZZ
360 250,000.00 1
1008 HARRIMAN STREET 7.375 1,726.69 63
7.125 1,726.69 402,500.00
GREAT FALLS VA 22066 1 04/30/99 00
0431312933 05 06/01/99 0
23799080 O 05/01/29
0
TOTAL NUMBER OF LOANS : 1,201
TOTAL ORIGINAL BALANCE : 365,788,527.40
TOTAL PRINCIPAL BALANCE : 365,427,020.69
TOTAL ORIGINAL P+I : 2,474,623.06
TOTAL CURRENT P+I : 2,474,623.06
***************************
* END OF REPORT *
***************************
RUN ON : 05/21/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.27.47 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1999-S13 CUTOFF : 05/01/99
POOL : 0004375
:
:
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
-------------------------------------------------------------
1725005 .2500
408,962.38 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
1729644 .2500
56,032.92 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1733428 .2500
257,198.61 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1751202 .2500
103,699.80 .0800
8.0000 .0000
7.7500 .1500
7.5200 .0000
6.3500 1.1700
1760135 .2500
545,903.44 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
1766149 .2500
215,559.48 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1
1824112 .2500
226,822.91 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1849633 .2500
249,212.81 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1855661 .2500
240,465.11 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1856042 .2500
254,353.62 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1856502 .2500
314,109.38 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1856859 .2500
110,407.55 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1859191 .2500
444,003.05 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1860669 .2500
266,072.67 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1
1863464 .2500
87,480.44 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1864401 .2500
289,216.36 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1864880 .2500
289,036.15 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1870570 .2500
637,186.91 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1872022 .2500
289,181.53 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1872521 .2500
275,784.69 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1873009 .2500
99,520.89 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1879035 .2500
81,811.67 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1
1879454 .2500
208,828.68 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1880457 .2500
306,748.35 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1881557 .2500
251,075.49 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1881768 .2500
348,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1881818 .2500
474,638.56 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1882082 .2500
582,068.37 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1882093 .2500
131,689.19 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1882562 .2500
308,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1
1882863 .2500
280,000.00 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1882882 .2500
270,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1883111 .2500
206,568.12 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1883204 .2500
279,820.44 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1883690 .2500
179,848.78 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1883986 .2500
40,892.01 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.3500 .9200
1884117 .2500
332,176.34 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1885188 .2500
378,766.65 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1
1885401 .2500
249,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1886273 .2500
173,500.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1886448 .2500
281,558.69 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1886449 .2500
563,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1886963 .2500
69,903.34 .0800
7.8750 .0000
7.6250 .1500
7.3950 .0000
6.3500 1.0450
1887439 .2500
466,898.13 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1887670 .2500
287,919.57 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1887959 .2500
199,671.18 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1
1887962 .2500
115,818.48 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1888131 .2500
438,544.60 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1888505 .2500
278,782.36 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1888663 .2500
270,938.47 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1888685 .2500
380,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1888764 .2500
110,309.19 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1889126 .2500
221,409.21 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1890449 .2500
291,249.03 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1
1890679 .2500
649,505.40 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1890750 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1890810 .2500
385,365.35 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1890854 .2500
233,408.52 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1891384 .2500
278,166.11 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1891431 .2500
166,872.92 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1891432 .2500
300,901.02 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.3500 .9200
1891437 .2500
325,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1
1891976 .2500
382,400.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1892087 .2500
367,690.83 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1892115 .2500
253,302.24 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1892213 .2500
401,686.40 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1892421 .2500
266,436.75 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1892795 .2500
102,600.00 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
1892938 .2500
189,848.06 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1892960 .2500
375,691.79 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1
1892963 .2500
600,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1893261 .2500
590,515.56 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1893464 .2500
147,611.66 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1893522 .2500
299,771.72 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1893538 .2500
125,393.50 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1893605 .2500
467,849.78 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1893751 .2500
350,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1893803 .2500
296,035.99 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1
1893843 .2500
584,565.84 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1893851 .2500
342,918.68 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1893997 .2500
450,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1894021 .2500
279,376.48 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1894024 .2500
195,843.26 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1894100 .2500
406,566.46 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1894163 .2500
285,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1894222 .2500
243,010.27 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1
1894334 .2500
398,258.57 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1894342 .2500
282,784.66 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1894352 .2500
119,802.71 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1894367 .2500
277,278.09 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1894740 .2500
239,633.64 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1894834 .2500
462,820.31 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1894862 .2500
245,683.49 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1894877 .2500
247,582.09 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1
1894887 .2500
295,205.52 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1894942 .2500
133,895.46 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895046 .2500
208,170.95 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895048 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895080 .2500
295,774.77 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1895118 .2500
557,930.87 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895204 .2500
120,920.86 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1895233 .2500
442,554.49 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1
1895286 .2500
908,610.87 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1895326 .2500
355,708.19 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1895344 .2500
165,064.59 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1895350 .2500
275,008.14 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1895387 .2500
372,709.02 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895453 .2500
326,974.65 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1895528 .2500
285,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895532 .2500
152,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1
1895562 .2500
167,862.29 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1895573 .2500
320,009.92 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895654 .2500
273,769.81 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895661 .2500
223,837.87 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
1895670 .2500
161,573.86 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895672 .2500
168,858.02 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895708 .2500
149,882.99 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895764 .2500
291,749.76 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1
1895802 .2500
265,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
1895812 .2500
300,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1895825 .2500
230,370.60 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1895889 .2500
216,639.10 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1895919 .2500
264,777.36 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895923 .2500
120,412.79 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
1895926 .2500
267,774.85 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1895933 .2500
104,913.93 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
1
1896003 .2500
251,803.41 .0800
7.2500 .0000
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7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2791450 .2500
469,614.74 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2791452 .2500
236,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2791453 .2500
399,663.95 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2791454 .2500
424,160.53 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2791456 .2500
168,780.78 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.3500 .9200
2791458 .2500
345,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1
2791459 .2500
528,400.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2791460 .2500
196,350.00 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
2791462 .2500
219,950.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2791466 .2500
239,812.77 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2791468 .2500
368,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2791469 .2500
253,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2791470 .2500
277,650.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2791472 .2500
126,000.00 .0800
7.8750 .0000
7.6250 .1500
7.3950 .0000
6.3500 1.0450
1
2791673 .2500
354,400.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2791683 .2500
195,000.00 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
2791809 .2500
185,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2791812 .2500
88,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2791813 .2500
241,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2791814 .2500
246,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2791817 .2500
264,500.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2791927 .2500
348,000.00 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
2791929 .2500
300,000.00 .0800
7.8750 .0000
7.6250 .1500
7.3950 .0000
6.3500 1.0450
2792348 .2500
209,600.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2792356 .2500
150,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2792359 .2500
114,300.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2792375 .2500
50,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2792398 .2500
265,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2792441 .2500
256,500.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2792457 .2500
252,000.00 .0300
6.7500 .0000
6.5000 .1500
6.3200 .0000
6.3200 .0000
1
2792459 .2500
224,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2792460 .2500
384,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2792461 .2500
550,000.00 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2793511 .2500
114,300.00 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
2793522 .2500
55,300.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2793531 .2500
272,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2793546 .2500
32,000.00 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.3500 .9200
2793547 .2500
204,300.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1
2793563 .2500
483,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2793698 .2500
156,100.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2793700 .2500
293,800.00 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2794048 .2500
283,200.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2794059 .2500
210,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2794076 .2500
127,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2794079 .2500
466,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2794087 .2500
104,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
1
2794341 .2500
149,800.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2794348 .2500
211,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2794357 .2500
286,500.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2794358 .2500
324,200.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2794359 .2500
272,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2794407 .2500
320,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2794409 .2500
312,000.00 .0300
6.6250 .0000
6.3750 .1500
6.1950 .0000
6.1950 .0000
2794410 .2500
260,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1
2794668 .2500
164,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2794680 .2500
374,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2794703 .2500
294,400.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2794724 .2500
260,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2794736 .2500
322,400.00 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.3500 .9200
2794739 .2500
383,200.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2794879 .2500
408,750.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2794884 .2500
580,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
1
2795400 .2500
412,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2795403 .2500
481,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2795409 .2500
206,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2795448 .2500
347,600.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2795463 .2500
428,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2795509 .2500
425,700.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.3500 .6700
2795510 .2500
467,600.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2795512 .2500
110,400.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
1
2795516 .2500
181,300.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.3500 .0450
2795519 .2500
290,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.3500 .4200
2796061 .2500
282,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.3500 .1700
2796124 .2500
263,250.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2796139 .2500
134,800.00 .0800
7.8750 .0000
7.6250 .1500
7.3950 .0000
6.3500 1.0450
2796266 .2500
298,000.00 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.3500 .7950
2796276 .2500
208,200.00 .0300
6.6250 .0000
6.3750 .1500
6.1950 .0000
6.1950 .0000
2796278 .2500
182,400.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
1
2797313 .2500
350,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
2797321 .2500
355,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.3500 .2950
2797821 .2500
250,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.3500 .5450
TOTAL NUMBER OF LOANS: 1201
TOTAL BALANCE........: 365,427,020.69
1
RUN ON : 05/21/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.27.47 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1999-S13 FIXED SUMMARY REPORT CUTOFF : 05/01/99
POOL : 0004375
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------
CURR NOTE RATE 7.1420 6.2500 8.2500
RFC NET RATE 6.8920 6.0000 8.0000
NET MTG RATE(INVSTR RATE) 6.6661 5.8200 7.7700
POST STRIP RATE 6.3416 5.8200 6.3500
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0759 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .1500 .1500 .1500
SPREAD .0000 .0000 .0000
STRIP .3246 .0000 1.4200
TOTAL NUMBER OF LOANS: 1201
TOTAL BALANCE........: 365,427,020.69
***************************
* END OF REPORT *
***************************
F-1
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
<PAGE>
(1) Each party is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of organization, is qualified, if necessary,
to do business and in good standing in each jurisdiction in which it is
required to be so qualified, and has the requisite power and authority to
enter into this Contract and all other agreements which are contemplated by
this Contract and to carry out its obligations hereunder and under the
Guides and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by each
party and constitutes a valid and legally binding agreement of each party
enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or threatened, and
no basis therefor is known to either party, that could affect the validity
or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this Contract is
concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or regulation and none
of the foregoing adversely affects its capacity to fulfill any of its
obligations under this Contract. Its execution of, and performance pursuant
to, this Contract will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made
by the Seller/Servicer pursuant to subparagraph (a) of this
paragraph 3, the Seller/Servicer makes the representations,
warranties and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the certified
Resolution of Board of Directors which authorizes the execution
and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
G-2
<PAGE>
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 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
G-3
<PAGE>
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.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
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 I-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/she is [Title of Officer] of [Name of Owner] (record
or beneficial owner of the Mortgage Pass-Through Certificates, Series 1999-S13,
Class R-I and Class R-II (collectively, the "Class R Certificates") (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/she makes this affidavit and agreement.
2. That the Owner (i) is not and will not be as of [date of
transfer] a "disqualified organization" within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership" within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership 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 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 the Class R Certificates to disqualified organizations 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, 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 otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates 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. 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.
6. 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.
7. 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.
8. The Owner's Taxpayer Identification Number is ___________.
9. 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.
10. 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.
11. 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
Certificates that the Owner intends to pay taxes associated with holding such
Class R Certificates as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificates.
12. 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.
I-1-2
<PAGE>
13. The Owner is a citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, or to the extent prescribed in regulations by the
Secretary of the Treasury, which have not yet been issued, a trust which was in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Code), and which
was treated as a United States person on August 20, 1996.
14. (a) The Owner hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master Servicer that the
following statements in (1) or (2) are accurate: (1) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing plan assets within the
meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA;
(2) The purchase of Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing Agreement and, with respect to each source of funds ("Source")
being used by the Owner to acquire the Certificates, each of the following
statements is accurate: (a) the Owner is an insurance company; (b) the Source is
assets of the Owner's "general account;" (c) the conditions set forth in
Prohibited Transaction Class Exemption ("PTCE") 95-60 issued by the DOL have
been satisfied and the purchase, holding and transfer of Certificates by or on
behalf of the Owner are exempt under PTCE 95-60; and (d) the amount of reserves
and liabilities for such general account contracts held by or on behalf of any
Plan does not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this clause, all
Plans maintained by the same employer (or affiliate thereof) or employee
organization are deemed to be a single Plan) in connection with its purchase and
holding of such Certificates; or
(b) The Owner 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
I-1-3
<PAGE>
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 Owner hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Owner 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.
I-1-4
<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/she executed the same as his/her 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__.
I-1-5
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Attention: Residential Funding Corporation Series 1999-S13
Re: Mortgage Pass-Through Certificates,
Series 1999-S13, [Class R-I][Class R-II]
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-S13, [Class R-I][Class R-II] (the "Certificates"), pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of May 1, 1999 among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, 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:
1. 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.
2. 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 I-1. The Seller does
not know or believe that any representation contained therein is false.
3. 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
<PAGE>
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-I][Class R-II] 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.
4. 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:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S13
Re: Mortgage Pass-Through Certificates,
Series 1999-S13, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1999-S13, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
February 1, 1999 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and The First National Bank of Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company, the
Trustee and the Master Servicer that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only
if registered and qualified pursuant to the provisions of the Act
or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
<PAGE>
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Company or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company did
not participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not to the
Company with respect to any damage, liability, claim or expense
arising out of, resulting from or in connection with (a) error or
omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate
or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or
in any other manner or (e) take any other action, that (as to any
of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
J-2
<PAGE>
6. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master
Servicer that the following statements in (a), (b) or (c) are
correct:
(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
(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) The Purchaser is an insurance company; the source of
the funds being used by the Purchaser to acquire the Certificates
is assets of the Purchaser's "general account"; the conditions
set forth in Prohibited Transaction Class Exemption ("PTCE")
95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the
Purchaser are exempt under PTCE 95-60; and the amount of reserves
and liabilities for such general account contracts held by or on
behalf of any Plan does not exceed 10% of the total reserves and
liabilities of such general account plus surplus as of the date
hereof (for purposes of this clause, all Plans maintained by the
same employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase and
holding of such Certificates; 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.
J-3
<PAGE>
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), (b) or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S13
Re: Mortgage Pass-Through Certificates,
Series 1999-S13, [Class M-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1999-S13, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1,
1999 among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer"), and The First National Bank of Chicago, 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:
(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 (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;
J-2-1
<PAGE>
(b) The Purchaser is an insurance company; the
source of the funds being used by the Purchaser to acquire the
Certificates is assets of the Purchaser's "general account"; the
conditions set forth in Prohibited Transaction Class Exemption
("PTCE") 95-60 issued by the DOL have been satisfied and the
purchase, holding and transfer of Certificates by or on behalf of
the Purchaser are exempt under PTCE 95-60; and the amount of
reserves and liabilities for such general account contracts held
by or on behalf of any Plan does not exceed 10% of the total
reserves and liabilities of such general account plus surplus as
of the date hereof (for purposes of this clause, all Plans
maintained by the same employer (or affiliate thereof) or
employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; 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,
(Purchaser)
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Attention: Residential Funding Corporation Series 1999-S13
Re: Mortgage Pass-Through Certificates,
Series 1999-S13, [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-S13, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of May 1, 1999 among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not
K-1
<PAGE>
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:
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of February 1, 1999 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
The First National Bank of Chicago, 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; or
b. is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of 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 Section III of PTCE 95-60.]
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
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.
L-4
<PAGE>
___ 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 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.
L-5
<PAGE>
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:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
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:
1. 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.
2. 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).
3. 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).
4. 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.
5. 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
L-7
<PAGE>
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.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 12.01(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 Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer 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 Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments
<PAGE>
made under subsections (a) and (b) hereof and (ii) all draws under the Limited
Guaranty made in lieu of such payments as described below in subsection (d) and
(Y) the then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute
M-2
<PAGE>
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.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1999-S13
, 199__
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Attention: Residential Funding Corporation Series 1999-S13
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of May 1, 1999 (the "Servicing Agreement"), among Residential
Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding and The
First National Bank of Chicago (the "Trustee") as amended by Amendment No. ___
thereto, dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1999-S13 (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:
1. 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
<PAGE>
any case prior to the related Distribution Date, such moneys as may be required
by Residential Funding to perform its Subordinate Certificate Loss Obligation
when and as the same arises from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing Agreement.
(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.
2. 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.
3. 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.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the
laws of the State of New York.
6. 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.
7. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
8. 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.
N-2
<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:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-3
<PAGE>
EXHIBIT O
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
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Attention: Residential Funding Corporation Series 1999-S13
Re: Mortgage Pass-Through Certificates, Series 1999-S13
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment
by _________________ (the "Trustee") to _______________________ (the "Lender")
of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of May 1, 1999 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:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
<PAGE>
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1902859 299,715.34 5.970 8.1538461538% 24,438.33
1898435 274,751.39 6.220 4.3076923077% 11,835.44
1899424 376,000.00 6.220 4.3076923077% 16,196.92
1900359 279,746.87 6.220 4.3076923077% 12,050.63
1900653 297,231.05 6.220 4.3076923077% 12,803.80
1903938 316,713.42 6.220 4.3076923077% 13,643.04
1904023 609,000.00 6.220 4.3076923077% 26,233.85
1904728 240,762.72 6.220 4.3076923077% 10,371.32
2758759 425,614.89 6.220 4.3076923077% 18,334.18
2775476 309,719.76 6.220 4.3076923077% 13,341.77
2775495 312,432.54 6.220 4.3076923077% 13,458.63
2775502 297,459.76 6.220 4.3076923077% 12,813.65
2775524 307,621.65 6.220 4.3076923077% 13,251.39
2789641 228,000.00 6.220 4.3076923077% 9,821.54
2791444 289,373.70 6.220 4.3076923077% 12,465.33
2791927 348,000.00 6.220 4.3076923077% 14,990.77
2792461 550,000.00 6.220 4.3076923077% 23,692.31
2793700 293,800.00 6.220 4.3076923077% 12,656.00
1896699 289,744.13 6.345 2.3846153846% 6,909.28
1897769 315,440.84 6.345 2.3846153846% 7,522.05
1899448 344,389.54 6.345 2.3846153846% 8,212.37
1900321 259,770.61 6.345 2.3846153846% 6,194.53
1901118 326,861.36 6.345 2.3846153846% 7,794.39
1902482 263,733.28 6.345 2.3846153846% 6,289.02
1903925 258,971.31 6.345 2.3846153846% 6,175.47
1903936 333,063.26 6.345 2.3846153846% 7,942.28
1904118 260,000.00 6.345 2.3846153846% 6,200.00
1905605 329,708.84 6.345 2.3846153846% 7,862.29
2767224 277,907.38 6.345 2.3846153846% 6,627.02
2769748 278,953.67 6.345 2.3846153846% 6,651.97
2775493 399,292.23 6.345 2.3846153846% 9,521.58
2787772 248,500.00 6.345 2.3846153846% 5,925.77
2794409 312,000.00 6.345 2.3846153846% 7,440.00
2796276 208,200.00 6.345 2.3846153846% 4,964.77
1860669 266,072.67 6.470 0.4615384615% 1,228.03
1864880 289,036.15 6.470 0.4615384615% 1,334.01
1882863 280,000.00 6.470 0.4615384615% 1,292.31
1888764 110,309.19 6.470 0.4615384615% 509.12
1889126 221,409.21 6.470 0.4615384615% 1,021.89
1890449 291,249.03 6.470 0.4615384615% 1,344.23
1894334 398,258.57 6.470 0.4615384615% 1,838.12
1896313 182,342.87 6.470 0.4615384615% 841.58
1896363 648,877.57 6.470 0.4615384615% 2,994.82
1896666 336,460.07 6.470 0.4615384615% 1,552.89
1896668 288,500.96 6.470 0.4615384615% 1,331.54
1896736 437,188.94 6.470 0.4615384615% 2,017.80
1896972 479,171.14 6.470 0.4615384615% 2,211.56
1897006 299,741.71 6.470 0.4615384615% 1,383.42
1897028 359,690.04 6.470 0.4615384615% 1,660.11
1897089 274,763.23 6.470 0.4615384615% 1,268.14
1897719 421,778.61 6.470 0.4615384615% 1,946.67
1897759 409,646.99 6.470 0.4615384615% 1,890.68
1898037 399,655.60 6.470 0.4615384615% 1,844.56
1898058 283,509.58 6.470 0.4615384615% 1,308.51
1898084 259,551.02 6.470 0.4615384615% 1,197.93
1898154 290,497.51 6.470 0.4615384615% 1,340.76
1898202 453,908.85 6.470 0.4615384615% 2,094.96
1899188 337,600.00 6.470 0.4615384615% 1,558.15
1899246 287,752.03 6.470 0.4615384615% 1,328.09
1899687 475,178.03 6.470 0.4615384615% 2,193.13
1900201 294,746.01 6.470 0.4615384615% 1,360.37
1900626 289,394.81 6.470 0.4615384615% 1,335.67
1900635 258,727.05 6.470 0.4615384615% 1,194.12
1900643 284,754.63 6.470 0.4615384615% 1,314.25
1900645 297,343.77 6.470 0.4615384615% 1,372.36
1900670 295,345.49 6.470 0.4615384615% 1,363.13
1901062 259,551.02 6.470 0.4615384615% 1,197.93
1902418 494,074.24 6.470 0.4615384615% 2,280.34
1902428 268,166.78 6.470 0.4615384615% 1,237.69
1902456 303,738.26 6.470 0.4615384615% 1,401.87
1902485 345,381.02 6.470 0.4615384615% 1,594.07
1902514 265,770.97 6.470 0.4615384615% 1,226.64
1902817 280,165.36 6.470 0.4615384615% 1,293.07
1903443 347,299.23 6.470 0.4615384615% 1,602.92
1903684 563,800.00 6.470 0.4615384615% 2,602.15
1903790 379,500.00 6.470 0.4615384615% 1,751.54
1904452 308,000.00 6.470 0.4615384615% 1,421.54
1906636 252,000.00 6.470 0.4615384615% 1,163.08
2761728 239,585.56 6.470 0.4615384615% 1,105.78
2761859 349,395.60 6.470 0.4615384615% 1,612.60
2767098 349,698.65 6.470 0.4615384615% 1,613.99
2770376 159,862.24 6.470 0.4615384615% 737.83
2775467 489,578.11 6.470 0.4615384615% 2,259.59
2775485 382,670.25 6.470 0.4615384615% 1,766.17
2775486 310,732.24 6.470 0.4615384615% 1,434.15
2775503 319,447.41 6.470 0.4615384615% 1,474.37
2775506 500,377.41 6.470 0.4615384615% 2,309.43
2775513 299,741.71 6.470 0.4615384615% 1,383.42
2778174 87,350.00 6.470 0.4615384615% 403.15
2788178 297,000.00 6.470 0.4615384615% 1,370.77
2788556 269,580.19 6.470 0.4615384615% 1,244.22
2791432 251,564.84 6.470 0.4615384615% 1,161.07
2791683 195,000.00 6.470 0.4615384615% 900.00
2792457 252,000.00 6.470 0.4615384615% 1,163.08
$30,085,971.96 1.5748769900% $473,817.05
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, IL 60670
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1999-S13
Residential Funding Corporation, as the Holder of a ____%
Percentage Interest of the [Class/Subclass] of Class A-V Certificates, hereby
requests the Trustee to exchange the above-referenced Certificates for the
Subclasses referred to below:
1. 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
Class A-V Certificates will be $___________ and _____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC Regular Interests represented by the Class A-V
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of May 1,
1999, among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
Q-1
<PAGE>
EXHIBIT R
<TABLE>
<CAPTION>
PLANNED PRINCIPAL BALANCES
Date - Class A-1 Class A-2 Class A-3 Class A-4 Class A-5
- -------------------- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Initial Balance.... $ 23,822,000.00 $ 19,929,000.00 $ 20,934,000.00 $ 27,395,000.00 $ 30,693,000.00
June 1, 1999....... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
July 1, 1999 ...... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
August 1, 1999 .... 23,822,000.00 19,929,000.00 20,934,000.00 27,395,000.00 30,693,000.00
September 1, 1999 . 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
October 1, 1999 ... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000,00
November 1, 1999 .. 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
December 1, 1999 .. 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
January 1, 2000 ... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
February 1, 2000 .. 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
March 1, 2000 ..... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
April 1, 2000 ..... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
May 1, 2000 ....... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
June 1, 2000 ...... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
July 1, 2000 ...... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
August 1, 2000..... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
September 1, 2000 . 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
October 1, 2000 ... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
November 1, 2000 .. 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
December 1,2000 ... 23,822,000.0.0 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
January 1, 2001 ... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
February 1, 2001... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
March 1, 2001...... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
April 1, 2001 ..... 23,822,000.00 19,928,000.00 20,934,000.00 27,395,000.00 30,693,000.00
May 1, 2001 ....... 22,158,989.53 19,928,000.00 20,934,000.00 27,395,000.00 30,138,663.18
June 1, 2001 ...... 20,449,210.76 19,928,000.00 20,934,000.00 27,395,000.00 29,568,736.92
July 1, 2001 ...... 18,693,541.80 19,928,000.00 20,934,000:00 27,395,000.00 28,983,513.93
August 1, 2001 .... 16,892,888.34 19,928,000.00 20,934,000.00 27,395,000.00 28,383,296.11
September 1, 2001 . 15,048,182.77 19,928,000.00 20,934,000.00 27,395,000.00 27,768,394.26
October 1, 2001 ... 13,160,383.36 19,928,000.00 20,934,000.00 27,395,000.00 27,139,127.79
November 1, 2001 .. 11,283,759.61 19,928,000.00 20,934,000.00 27,395,000.00 26,513,586.54
December 1, 2001 .. 9,418,232.73 19,928,000.00 20,934,000.00 27,395,000.00 25,891,744.24
January 1, 2002 ... 7,563,724.44 19,928,000.00 20,934,000.00 27,395,000.00 25,273,574.81
February 1, 2002 .. 5,720,156.89 19,928,000.00 20,934,000.00 27,395,000.00 24,659,052.30
March 1. 2002 ..... 3,887,452.72 19,928,000.00 20,934,000.00 27,395,000.00 24,048,150.91
April 1, 2002 ..... 2,065,535.05 19,928,000.00 20,934,000.00 27,395,000.00 23,440,845.02
May 1, 2002 ....... 254,327.43 19,928,000.00 20,934,000.00 27,395,000.00 22,837,109.14
June 1, 2002....... 0.00 18,381,753.91 20,934,000.00 27,395,000.00 22,236,917.97
July 1, 2002....... 0.00 16,591,738.96 20,934,000.00 27,395,000.00 21,640,246.32
August 1, 2002..... 0.00 14,821,207.53 20,934,000.00 27,395,000.00 21,047,069.18
September 1, 2002 . 0.00 13,043,085.01 20,934,000.00 27,395,000.00 20,457,361.67
October 1, 2002 ... 0.00 11,284,297.24 20,934,000.00 27,395,000.00 19,871,099.08
November 1, 2002 .. 0.00 9,535,770.50 20,934,000.00 27,395,000.00 19,288,256.83
December 1, 2002 .. 0.00 7,797,431.52 20,934,000.00 27,395,000.00 18,708,810.51
January 1, 2003 ... 0.00 6,069,207.46 20,934,000.00 27,395,000.00 18,132,735.82
February 1, 2003 .. $ 0.00 $ 4,351,025.92 $ 20,934,000.00 $ 27,395,000.00 $ 17,560,008.64
<PAGE>
March 1, 2003 ..... 0.00 2,642,814.93 20,934,000.00 27,395,000.00 16,990,604.98
April 1, 2003 ..... 0.00 944,502.95 20,934,000.00 27,395,000.00 16,424,500.98
May 1, 2003 ....... 0.00 0.00 20,190,018.87 27,395,000.00 15,861,672.96
June 1, 2003 ...... 0.00 0.00 18,511,292.01 27,395,000.00 15,302,097.34
July 1, 2003 ...... 0.00 0.00 16,842,252.08 27,395,000.00 14,745,750.69
August 1, 2003 .... 0.00 0.00 15,182,829.25 27,395,000.00 14,192,609.75
September 1, 2003 . 0.00 0.00 13,532,954.07 27,395,000.00 13,642,651.36
October 1, 2003 ... 0.00 0.00 11,892,557.52 27,395,000.00 13,095,852.51
November 1, 2003 .. 0.00 0.00 10,261,570.99 27,395,000.00 12,552,190.33
December 1, 2003 .. 0.00 0.00 8,639,926.26 27,395,000.00 12,011,642.09
January 1, 2004 ... 0.00 0.00 7,027 555.52 27,395,000.00 11,474,185.17
February 1, 2004 .. 0.00 0.00 5,424,391.39 27,395,000.00 10,939,797.13
March 1, 2004 ..... 0.00 0.00 3,830,366.83 27,395,000.00 10,408,455.61
April 1, 2004 ..... 0.00 0.00 2,245,415.25 27,395,000.00 9,880,138.42
May 1, 2004 ....... 0.00 0.00 669,470.42 27,395,000.00 9,354,823.47
June 1, 2004 ...... 0.00 0.00 0.00 26,517,705.00 8,839,235.00
July 1, 2004 ...... 0.00 0.00 0.00 24,979,725.50 8,326,575.17
August 1, 2004 .... 0.00 0.00 0.00 23,450,466.65 7,816,822.22
September 1, 2004 . 0.00 0.00 0.00 21,929,863.53 7,309,954.51
October 1, 2004 ... 0.00 0.00 0.00 20,417,851.61 6,805,950.54
November 1, 2004 .. 0.00 0.00 0.00 18,914,366.74 6,304,788.91
December 1, 2004 .. 0.00 0.00 0.00 17,419,345.13 5,806,448.38
January 1, 2005 ... 0.00 0.00 0.00 15,932,723.36 5,310,907.79
February 1, 2005 .. 0.00 0.00 0.00 14,454,438.37 4,818,146.12
March 1, 2005 ..... 0.00 0.00 0.00 12,984,427.48 4,328,142.49
April 1, 2005 ..... 0.00 0.00 0.00 11,522,628.35 3,840,876.12
May 1, 2005 ....... 0.00 0.00 0.00 10,068,979.02 3,356,326.34
June 1, 2005 ...... 0.00 0.00 0.00 8,667,273.82 2,889,091.27
July 1, 2005 ...... 0.00 0.00 0.00 7,305,187.61 2,435,062.54
August 1, 2005 .... 0.00 0.00 0.00 5,981,475.53 1,993,825.18
September 1, 2005 . 0.00 0.00 0.00 4,694,930.13 1,564,976.71
October 1, 2005 ... 0.00 0.00 0.00 3,444,380.22 1,148,126.74
November 1, 2005 .. 0.00 0.00 0.00 2,228,689.80 742,896.60
December 1, 2005 .. 0.00 0.00 0.00 1,046,757.02 348,919.01
January 1, 2006 ... 0.00 0.00 0.00 0.00 0.00
February 1, 2006 .. 0.00 0.00 0.00 0.00 0.00
March 1, 2006 ..... 0.00 0.00 0.00 0.00 0.00
April 1, 2006 ..... 0.00 0.00 0.00 0.00 0.00
May 1, 2006 ....... 0.00 0.00 0.00 0.00 0.00
June 1, 2006 ...... 0.00 0.00 0.00 0.00 0.00
July 1, 2006 ...... 0.00 0.00 0.00 0.00 0.00
August 1, 2006 .... 0.00 0.00 0.00 0.00 0.00
September 1, 2006 . 0.00 0.00 0.00 0.00 0.00
October 1, 2006 ... 0.00 0.00 0.00 0.00 0.00
November 1, 2006 .. 0.00 0.00 0.00 0.00 0.00
December 1, 2006 .. 0.00 0.00 0.00 0.00 0.00
January 1, 2007 ... 0.00 0.00 0.00 0.00 0.00
February 1, 2007 .. 0.00 0.00 0.00 0.00 0.00
March 1, 2007 ..... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
April 1, 2007 ..... 0.00 0.00 0.00 0.00 0.00
R-2
<PAGE>
May 1, 2007 ....... 0.00 0.00 0.00 0.00 0.00
June 1, 2007 ...... 0.00 0.00 0.00 0.00 0.00
July 1, 2007 ...... 0.00 0.00 0.00 0.00 0.00
August 1, 2007 .... 0.00 0.00 0.00 0.00 0.00
September 1. 2007 . 0.00 0.00 0.00 0.00 0.00
October 1. 2007 ... 0.00 0.00 0.00 0.00 0.00
November 1, 2007 .. 0.00 0.00 0.00 0.00 0.00
December 1, 2007 .. 0.00 0.00 0.00 0.00 0.00
January 1, 2008 ... 0.00 0.00 0.00 0.00 0.00
February 1, 2008 .. 0.00 0.00 0.00 0.00 0.00
March 1, 2008 ..... 0.00 0.00 0.00 0.00 0.00
April 1, 2008 ..... 0.00 0.00 0.00 0.00 0.00
May 1, 2008 ....... 0.00 0.00 0.00 0.00 0.00
June 1, 2008 ...... 0.00 0.00 0.00 0.00 0.00
July 1, 2008 ...... 0.00 0.00 0.00 0.00 0.00
August 1, 2008 .... 0.00 0.00 0.00 0.00 0.00
September 1, 2008 . 0.00 0.00 0.00 0.00 0.00
October 1, 2008 ... 0.00 0.00 0.00 0.00 0.00
November 1, 2008 .. 0.00 0.00 0.00 0.00 0.00
December 1, 2008 .. 0.00 0.00 0.00 0.00 0.00
January 1, 2009 ... 0.00 0.00 0.00 0.00 0.00
February 1, 2009 .. 0.00 0.00 0.00 0.00 0.00
March 1, 2009 ..... 0.00 0.00 0.00 0.00 0.00
April 1, 2009 ..... 0.00 0.00 0.00 0.00 0.00
May 1, 2009 ....... 0.00 0.00 0.00 0.00 0.00
June 1, 2009 ...... 0.00 0.00 0.00 0.00 0.00
July 1, 2009 ...... 0.00 0.00 0.00 0.00 0.00
August 1, 2009 .... 0.00 0.00 0.00 0.00 0.00
September 1, 2009 . 0.00 0.00 0.00 0.00 0.00
October 1, 2009 ... 0.00 0.00 0.00 0.00 0.00
November 1, 2009 .. 0.00 0.00 0.00 0.00 0.00
December 1, 2009 .. 0.00 0.00 0.00 0.00 0.00
January 1, 2010 ... 0.00 0.00 0.00 0.00 0.00
February 1, 2010 .. 0.00 0.00 0.00 0.00 0.00
March 1, 2010 ..... 0.00 0.00 0.00 0.00 0.00
April 1, 2010 ..... 0.00 0.00 0.00 0.00 0.00
May 1, 2010 ....... 0.00 0.00 0.00 0.00 0.00
June 1, 2010 ...... 0.00 0.00 0.00 0.00 0.00
July 1, 2010 ...... 0.00 0.00 0.00 0.00 0.00
August 1, 2010 .... 0.00 0.00 0.00 0.00 0.00
September 1, 2010 . 0.00 0.00 0.00 0.00 0.00
October 1, 2010 ... 0.00 0.00 0.00 0.00 0.00
November 1, 2010 .. 0.00 0.00 0.00 0.00 0.00
December 1, 2010 .. 0.00 0.00 0.00 0.00 0.00
January 1, 2011 ... 0.00 0.00 0.00 0.00 0.00
February 1, 2011 .. 0.00 0.00 0.00 0.00 0.00
March 1, 2011 ..... 0.00 0.00 0.00 0.00 0.00
April 1, 2011 ..... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
May 1, 2011 ....... 0.00 0.00 0.00 0.00 0.00
June 1, 2011 ...... 0.00 0.00 0.00 0.00 0.00
R-3
<PAGE>
July 1, 2011 ...... 0.00 0.00 0.00 0.00 0.00
August 1, 2011 .... 0.00 0.00 0.00 0.00 0.00
September 1, 2011 . 0.00 0.00 0.00 0.00 0.00
October 1, 2011 and
thereafter......... 0.00 0.00 0.00 0.00 0.00
</TABLE>
R-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT S
TARGETED PRINCIPAL BALANCES
Date Class A-7 Class A-8 Class A-9 Class A-10
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Initial Balance........... $ 186,708,000.00 $ 5,000,000.00 $ 3,332,000.00 $ 3,332,000.00
June 1, 1999 ............. 186,023,383.30 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 1999 ............. 185,214,095.30 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 1999 ........... 184,280,500.90 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 1999 ........ 183,222,890.40 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 1999 .......... 182,041,680.60 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 1999 ......... 180,737,414.30 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 1999 ......... 179,310,760.50 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2000 .......... 177,762,514.00 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2000 ......... 176,093,595.30 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2000 ............ 174,305,049.10 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2000 ............ 172,398,044.40 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2000 .............. 170,373,872.50 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2000 ............. 168,233,946.00 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2000 ............. 165,979,797.20 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2000............ 163,613,076.50 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2000 ........ 161,135,550.00 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2000 .......... 158,549,097.80 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2000 ......... 155,855,711.00 5,000,000.00 3,332,000.00 3,332,000.00
December 1,2000 .......... 153,057,489.70 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2001 .......... 150,156,639.90 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2001.......... 147,155,470.30 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2001............. 144,056,389.60 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2001 ............ 140,861,903.00 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2001 .............. 139,791,955.60 5,000,006.00 3,332,000.00 3,332,000.00
June 1, 2001 ............. 138,694,244.80 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2001 ............. 137,570,372.50 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2001 ........... 136,421,984.60 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2001 ........ 135,250,768.80 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2001 .......... 134,058,451.20 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2001 ......... 132,889,272.50 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2001 ......... 131,742,913.80 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2002 .......... 130,619,059.90 5,000,000.00 3,332.000.00 3,332,000.00
February 1, 2002 ......... 129,517,399.40 5,000,000.00 3,332.000.00 3,332,000.00
March 1, 2002 ............ 128,437,624.50 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2002 ............ 127,379,431.30 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2002 .............. 126,342,519.40 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2002.............. 125,326,592.00 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2002.............. 124,331,356.00 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2002............ 123,356,521.60 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2002 ........ 122,401,802.60 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2002 .......... 121,466,916.30 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2002 ......... 120,551,583.30 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2002 ......... 119,655,527.60 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2003 .......... 118,778,476.60 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2003 ......... $ 117,920,160.70 $ 5,000,000.00 $ 3,332,000.00 $ 3,332,000.00
<PAGE>
March 1, 2003 ............ 117,080,313.90 5,000,000.00 3,332,000.00 3,332,000,00
April 1, 2003 ............ 116,258,673.20 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2003 .............. 115,454,978.90 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2003 ............. 114,668,974.30 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2003 ............. 113,900,405.80 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2003 ........... 113,149,023.10 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2003 ........ 112,414,578.70 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2003 .......... 111,696,828.10 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2003 ......... 110,995,530.00 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2003 ......... 110,310,445.60 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2004 .......... 109,641,339.40 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2004 ......... 108,987,978.60 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2004 ............ 108,350,133.30 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2004 ............ 107,727,576.20 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2004 .............. 107,120,082.90 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2004 ............. 106,545,237.20 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2004 ............. 105,984,880.60 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2004 ........... 105,438,797.10 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2004 ........ 104,906,773.30 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2004 .......... 104,388,598.50 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2004 ......... 103,884,064.50 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2004 ......... 103,392,965.60 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2005 .......... 102.915,098.70 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2005 ......... 102,450,263.20 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2005 ............ 101,131,974.80 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2005 ............ 101,558,895.80 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2005 .............. 101,558,895.80 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2005 ............. 100,672,981.50 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2005 ............. 100,183,786.60 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2005 ........... 99,665,783.28 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2005 ........ 99,120,317.28 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2005 .......... 98,548,688.83 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2005 ......... 97,952,153.90 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2005 ......... 97,331,925.63 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2006 .......... 96,552,526.47 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2006 ......... 94,398,263.94 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2006 ............ 92,264,565.89 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2006 ............ 90,151,186.66 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2006 .............. 88,057,883.12 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2006 ............. 86,010,854.69 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2006 ............. 83,983,065.17 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2006 ........... 81,974,281.64 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2006 ........ 79,984,273.57 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2006 .......... 78,012,812.78 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2006 ......... 76,059,673.47 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2006 ......... 74,124,632.12 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2007 .......... 72,207,467.52 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2007 ......... 70,307,960.73 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2007 ............ $ 68,425,895.02 $ 5,000,000.00 $ 3,332,000.00 $ 3,332,000.00
April 1, 2007 ............ 66,561,055.92 5,000,000.00 3,332,000.00 3,332,000.00
S-2
<PAGE>
May 1, 2007 .............. 64,713,231.11 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2007 ............. 62,906,253.07 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2007 ............. 61,115,437.00 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2007 ........... 59,340,582.95 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2007 ........ 57,581,491.24 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2007 .......... 55,837,965.37 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2007 ......... 54,109,810.59 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2007 ......... 52,396,834.10 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2008 .......... 50,698,845.06 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2008 ......... 49,015,654.58 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2008 ............ 47,347,075.65 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2008 ............ 45,692,923.20 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2008 .............. 44,053,013.99 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2008 ............. 42,448,438.80 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2008 ............. 40,857,265.49 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2008 ........... 39,279,323.63 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2008 ........ 37,714,444.48 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2008 .......... 36,162,460.99 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2008 ......... 34,623,207.75 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2008 ......... 33,096,520.99 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2009 .......... 31,582,238.58 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2009 ......... 30,080,199.96 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2009 ............ 28,590,246.19 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2009 ............ 27,112,219.87 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2009 .............. 25,645,965.16 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2009 ............. 24,191,327.75 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2009 ............. 22,748,154.84 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2009 ........... 21,316,295.14 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2009 ........ 19,895,598.84 5,000,000.00 3,332,000.00 3,332,000.00
October 1, 2009 .......... 18,485,917.57 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2009 ......... 17,087,104.45 5,000,000.00 3,332,000.00 3,332,000.00
December 1, 2009 ......... 15,699,014.00 5,000,000.00 3,332,000.00 3,332,000.00
January 1, 2010 .......... 14,321,502.17 5,000,000.00 3,332,000.00 3,332,000.00
February 1, 2010 ......... 12,954,426.30 5,000,000.00 3,332,000.00 3,332,000.00
March 1, 2010 ............ 11,597,645.13 5,000,000.00 3,332,000.00 3,332,000.00
April 1, 2010 ............ 10,251,018.76 5,000,000.00 3,332,000.00 3,332,000.00
May 1, 2010 .............. 8,914,408.64 5,000,000.00 3,332,000.00 3,332,000.00
June 1, 2010 ............. 7,587,677.56 5,000,000.00 3,332,000.00 3,332,000.00
July 1, 2010 ............. 6,270,689.64 5,000,000.00 3,332,000.00 3,332,000.00
August 1, 2010 ........... 4,963,310.31 5,000,000.00 3,332,000.00 3,332,000.00
September 1, 2010 ........ 3,665,406.28 5,000,000.00 3.332,000.00 3,332,000.00
October 1, 2010 .......... 2,376,845.55 5,000,000.00 3,332,000.00 3,332,000.00
November 1, 2010 ......... 1,097,497.39 5.000,000.00 3,332,000.00 3,332,000.00
December 1, 2010 ......... 0.00 4,925,939.77 3,282,646.26 3,282,646.26
January 1, 2011 .......... 0.00 4,385,254.65 2,922,333.70 2,922,333.70
February 1, 2011 ......... 0.00 3,848,353.73 2,564,542.93 2,564,542.93
March 1, 2011 ............ 0.00 3,315,183.09 2,209,238.01 2,209,238.01
April 1, 2011 ............ $ 0.00 $ 2,785,689.29 $ 1,856,383.34 $ 1,856,383.34
May 1, 2011 .............. 0.00 2,259.819.42 1,505,943.66 1,505,943.66
June 1, 2011 ............. 0.00 1,737,521.07 1,157,884.04 1,157,884.04
S-3
<PAGE>
July 1, 2011 ............. 0.00 1,218,742.32 812,169.88 812,169.88
August 1, 2011 ........... 0.00 703,431.72 468,766.90 468,766.90
September 1, 2011 ........ 0.00 191,538.34 127,641.15 127,641.15
October 1, 2011 and
thereafter................ 0.00 0.00 0.00 0.00
</TABLE>
S-4
<PAGE>
<PAGE>
