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) June 29, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of June 1, 1999, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1999-S15)
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 June 1, 1999,
among Residential Funding Mortgage Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and The First National Bank of Chicago,
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: June 29, 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: June 29, 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 June 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S15
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions..................................................3
Accrued Certificate Interest........................................3
Adjusted Mortgage Rate..............................................4
Advance.............................................................4
Affiliate...........................................................4
Agreement...........................................................4
Amount Held for Future Distribution.................................4
Appraised Value.....................................................4
Assignment..........................................................4
Assignment Agreement................................................5
Available Distribution Amount.......................................5
Bankruptcy Amount...................................................5
Bankruptcy Code.....................................................5
Bankruptcy Loss.....................................................5
Book-Entry Certificate..............................................6
Business Day........................................................6
Buydown Funds.......................................................6
Buydown Mortgage Loan...............................................6
Cash Liquidation....................................................6
Certificate.........................................................6
Certificate Account.................................................6
Certificate Account Deposit Date....................................6
Certificateholder or Holder.........................................6
Certificate Owner...................................................7
Certificate Principal Balance.......................................7
Certificate Register and Certificate Registrar......................8
Class .............................................................8
Class A Certificate.................................................8
Class A-P Collection Shortfall......................................8
Class A-P Principal Distribution Amount.............................8
Class B Certificate.................................................8
Class B Percentage..................................................8
Class B-1 Percentage................................................8
Class B-1 Prepayment Distribution Trigger...........................8
Class B-2 Percentage................................................9
Class B-2 Prepayment Distribution Trigger...........................9
Class B-3 Percentage................................................9
Class B-3 Prepayment Distribution Trigger...........................9
<PAGE>
Page
Class M Certificate..................................................9
Class M Percentage...................................................9
Class M-1 Percentage.................................................9
Class M-2 Percentage.................................................9
Class M-2 Prepayment Distribution Trigger...........................10
Class M-3 Percentage................................................10
Class M-3 Prepayment Distribution Trigger...........................10
Class R Certificate.................................................10
Closing Date........................................................10
Code .............................................................10
Compensating Interest...............................................10
Corporate Trust Office..............................................11
Credit Support Depletion Date.......................................11
Curtailment.........................................................11
Custodial Account...................................................11
Custodial Agreement.................................................11
Custodian...........................................................11
Cut-off Date........................................................11
Cut-off Date Principal Balance......................................11
DCR .............................................................11
Debt Service Reduction..............................................11
Defaulted Mortgage Loss.............................................11
Deficient Valuation.................................................12
Definitive Certificate..............................................12
Deleted Mortgage Loan...............................................12
Delinquent..........................................................12
Depository..........................................................12
Depository Participant..............................................12
Destroyed Mortgage Note.............................................12
Determination Date..................................................12
Discount Fraction...................................................12
Discount Mortgage Loan..............................................13
Disqualified Organization...........................................13
Distribution Date...................................................13
Due Date............................................................13
Due Period..........................................................13
Eligible Account....................................................13
Eligible Funds......................................................14
ERISA .............................................................14
Event of Default....................................................14
Excess Bankruptcy Loss..............................................14
Excess Fraud Loss...................................................14
Excess Special Hazard Loss..........................................14
Excess Subordinate Principal Amount.................................14
Extraordinary Events................................................15
<PAGE>
Page
Extraordinary Losses................................................15
FDIC .............................................................15
FHLMC .............................................................15
Final Distribution Date.............................................15
Fitch .............................................................16
FNMA .............................................................16
Foreclosure Profits.................................................16
Fraud Loss Amount...................................................16
Fraud Losses........................................................16
Independent.........................................................16
Indirect Depository Participant.....................................17
Initial Certificate Principal Balance...............................17
Initial Monthly Payment Fund........................................17
Initial Notional Amount.............................................17
Insurance Proceeds..................................................17
Insurer.............................................................17
Interest Accrual Period.............................................17
Junior Certificateholder............................................17
Junior Class of Certificates........................................17
Late Collections....................................................17
Liquidation Proceeds................................................18
Loan-to-Value Ratio.................................................18
Maturity Date.......................................................18
Modified Mortgage Loan..............................................18
Modified Net Mortgage Rate..........................................18
Monthly Payment.....................................................18
Moody's.............................................................18
Mortgage............................................................18
Mortgage File.......................................................18
Mortgage Loan Schedule..............................................18
Mortgage Loans......................................................19
Mortgage Note.......................................................19
Mortgage Rate.......................................................20
Mortgaged Property..................................................20
Mortgagor...........................................................20
Net Mortgage Rate...................................................20
Non-Discount Mortgage Loan..........................................20
Non-Primary Residence Loans.........................................20
Non-United States Person............................................20
Nonrecoverable Advance..............................................20
Nonsubserviced Mortgage Loan........................................20
Notional Amount.....................................................20
Officers' Certificate...............................................20
Opinion of Counsel..................................................20
Original Senior Percentage..........................................21
<PAGE>
Page
Outstanding Mortgage Loan...........................................21
Ownership Interest..................................................21
Pass-Through Rate...................................................21
Paying Agent........................................................21
Percentage Interest.................................................21
Permitted Investments...............................................22
Permitted Transferee................................................23
Person .............................................................23
Pool Stated Principal Balance.......................................23
Pool Strip Rate.....................................................23
Prepayment Assumption...............................................23
Prepayment Distribution Percentage..................................24
Prepayment Distribution Trigger.....................................25
Prepayment Interest Shortfall.......................................25
Prepayment Period...................................................25
Primary Insurance Policy............................................25
Principal Prepayment................................................25
Principal Prepayment in Full........................................25
Program Guide.......................................................26
Purchase Price......................................................26
Qualified Substitute Mortgage Loan..................................26
Rating Agency.......................................................27
Realized Loss.......................................................27
Record Date.........................................................27
REMIC .............................................................27
REMIC Administrator.................................................27
REMIC Provisions....................................................28
REO Acquisition.....................................................28
REO Disposition.....................................................28
REO Imputed Interest................................................28
REO Proceeds........................................................28
REO Property........................................................28
Request for Release.................................................28
Required Insurance Policy...........................................28
Residential Funding.................................................28
Responsible Officer.................................................28
Schedule of Discount Fractions......................................29
Seller .............................................................29
Seller's Agreement..................................................29
Senior Accelerated Distribution Percentage..........................29
Senior Certificates.................................................30
Senior Interest Distribution Amount.................................30
Senior Percentage...................................................30
Senior Principal Distribution Amount................................30
Servicing Accounts..................................................30
<PAGE>
Page
Servicing Advances..................................................30
Servicing Fee.......................................................31
Servicing Modification..............................................31
Servicing Officer...................................................31
Special Hazard Amount...............................................31
Special Hazard Loss.................................................32
Standard & Poor's...................................................32
Stated Principal Balance............................................32
Subclass............................................................32
Subclass Notional Amount............................................32
Subordinate Percentage..............................................32
Subordinate Principal Distribution Amount...........................33
Subserviced Mortgage Loan...........................................33
Subservicer.........................................................33
Subservicer Advance.................................................33
Subservicing Account................................................33
Subservicing Agreement..............................................33
Subservicing Fee....................................................33
Tax Returns.........................................................34
Transfer............................................................34
Transferee..........................................................34
Transferor..........................................................34
Trust Fund..........................................................34
Uncertificated Accrued Interest.....................................34
Uncertificated Notional Amount......................................35
Uncertificated Pass-Through Rate....................................35
Uncertificated REMIC Regular Interests..............................35
Uncertificated REMIC Regular Interest Pool Strip Rate...............35
Uncertificated REMIC Regular Interest Distribution Amount...........35
Uniform Single Attestation Program for Mortgage Bankers.............35
Uninsured Cause.....................................................35
United States Person................................................35
Voting Rights.......................................................36
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.................................37
Section 2.02. Acceptance by Trustee........................................40
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.....................................42
Section 2.04. Representations and Warranties of Sellers....................46
Section 2.05. Execution and Authentication of Certificates.................48
<PAGE>
Page
<TABLE>
<CAPTION>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
<S> <C> <C>
Section 3.01. Master Servicer to Act as Servicer...........................................49
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations........................50
Section 3.03. Successor Subservicers.......................................................51
Section 3.04. Liability of the Master Servicer.............................................51
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...........................................................52
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..............52
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account......................................................................52
Section 3.08. Subservicing Accounts; Servicing Accounts....................................55
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans...............................................................56
--------------
Section 3.10. Permitted Withdrawals from the Custodial Account.............................57
------------------------------------------------
Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder........59
---------------------------------------------------------------------
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage............59
-----------------------------------------------------------------
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..............................................61
-------------------------------
Section 3.14. Realization Upon Defaulted Mortgage Loans....................................63
-----------------------------------------
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..............................65
-----------------------------------------------
Section 3.16. Servicing and Other Compensation; Compensating Interest......................67
-------------------------------------------------------
Section 3.17. Reports to the Trustee and the Company.......................................68
--------------------------------------
Section 3.18. Annual Statement as to Compliance............................................68
---------------------------------
Section 3.19. Annual Independent Public Accountants' Servicing Report......................68
-------------------------------------------------------
Section 3.20. Rights of the Company in Respect of the Master Servicer......................69
-------------------------------------------------------
Section 3.21. Administration of Buydown Funds..............................................69
-------------------------------
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account..........................................................71
Section 4.02. Distributions................................................................71
Section 4.03. Statements to Certificateholders.............................................79
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer..............................................................81
Section 4.05. Allocation of Realized Losses................................................83
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property................84
Section 4.07. Optional Purchase of Defaulted Mortgage Loans................................85
<PAGE>
Page
Section 4.08. Distributions on the Uncertificated REMIC Regular Interests..................85
Section 4.09 Compliance with Withholding Requirements.....................................86
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.............................................................87
----------------
Section 5.02. Registration of Transfer and Exchange of Certificates........................89
-----------------------------------------------------
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates............................95
-------------------------------------------------
Section 5.04. Persons Deemed Owners........................................................95
---------------------
Section 5.05. Appointment of Paying Agent..................................................95
---------------------------
Section 5.06. Optional Purchase of Certificates............................................96
---------------------------------
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master Servicer................98
Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.............98
Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others.......99
Section 6.04. Company and Master Servicer Not to Resign...................................100
ARTICLE VII
DEFAULT
Section 7.01. Events of Default...........................................................101
Section 7.02. Trustee or Company to Act; Appointment of Successor.........................103
Section 7.03. Notification to Certificateholders..........................................104
Section 7.04. Waiver of Events of Default.................................................104
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee...........................................................105
-----------------
Section 8.02. Certain Matters Affecting the Trustee.......................................107
-------------------------------------
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.......................108
-----------------------------------------------------
Section 8.04. Trustee May Own Certificates................................................108
----------------------------
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.........108
-------------------------------------------------------------------
Section 8.06. Eligibility Requirements for Trustee........................................109
------------------------------------
Section 8.07. Resignation and Removal of the Trustee......................................110
--------------------------------------
Section 8.08. Successor Trustee...........................................................111
-----------------
<PAGE>
Page
Section 8.09. Merger or Consolidation of Trustee..........................................111
Section 8.10. Appointment of Co-Trustee or Separate Trustee...............................112
Section 8.11. Appointment of Custodians...................................................113
Section 8.12. Appointment of Office or Agency.............................................113
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans...........................................114
Section 9.02. Additional Termination Requirements.........................................116
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration........................................................118
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification...........121
ARTICLE XI
[Reserved]
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment...................................................................124
Section 12.02. Recordation of Agreement; Counterparts......................................126
Section 12.03. Limitation on Rights of Certificateholders..................................127
Section 12.04. Governing Law...............................................................128
Section 12.05. Notices.....................................................................128
Section 12.06. Notices to Rating Agency....................................................128
Section 12.07. Severability of Provisions..................................................129
Section 12.08. Supplemental Provisions for Resecuritization................................129
</TABLE>
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
<PAGE>
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
<PAGE>
This is a Pooling and Servicing Agreement, dated as of June 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 Trust Fund (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." The Class A-1, Class A-2, Class A-3, Class A-P,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 Certificates
and the Uncertificated REMIC Regular Interests will be "regular interests" in
the Trust Fund and the Class R Certificates will be the sole class of "residual
interests" in the Trust Fund in each case 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 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>
Designation Pass-Through Aggregate
Rate Certificate Initial Ratings
Principal Maturity
Balance Features Date S&P Fitch
<S> <C> <C> <C> <C> <C> <C> <C>
Class A-1 6.25% $ 50,000,000.00 Senior June 25, 2014 AAA AAA
Class A-2 6.50% $ 216,420,192.00 Senior June 25, 2014 AAA AAA
Class A-3 0.00% $ 8,656,808.00 Principal Only/Senior June 25, 2014 AAAr AAA
Class A-P 0.00% $ 766,732.13 Principal Only/Senior June 25, 2014 AAAr AAA
Class A-VVariable Rate$ 0.00 Variable Strip/Interest Only June 25, 2014 AAAr AAA
Class R 6.25% $ 100.00 Residual June 25, 2014 AAA AAA
Class M-1 6.25% $ 2,392,900.00 Mezzanine June 25, 2014 N/A AA
Class M-2 6.25% $ 985,200.00 Mezzanine June 25, 2014 N/A A
Class M-3 6.25% $ 985,200.00 Mezzanine June 25, 2014 N/A BBB
Class B-1 6.25% $ 563,000.00 Subordinate June 25, 2014 N/A BB
Class B-2 6.25% $ 281,500.00 Subordinate June 25, 2014 N/A B
Class B-3 6.25% $ 422,293.26 Subordinate June 25, 2014 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $281,473,925.39. The Mortgage Loans are fixed rate mortgage loans
having terms to maturity at origination or modification of not more than 15
years. In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-3, Class A-P 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-V Certificates (other than any Subclass of the Class A-V
Certificates), one month's interest accrued 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), one month's interest accrued 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
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. Any portion
of the reductions described in the immediately 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 second 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
<PAGE>
such Class of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05. The Class A-P and Class A-3 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 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.
<PAGE>
Assignment Agreement: The Assignment and Assumption Agreement, dated
June 29, 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 that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) 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)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05.
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.
<PAGE>
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-S15" 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 Certificate for purposes hereof and, solely for
the purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R Certificate registered in the name of the
Company, the Master Servicer or any Subservicer or any Affiliate thereof shall
be deemed not to be outstanding and the Percentage Interest or Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect
any such consent or direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified
<PAGE>
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-V Certificates) and 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 minus (ii) 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 the 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 the 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 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-V Certificates (or any Subclass thereof) will have no Certificate
Principal Balance.
<PAGE>
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-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 the Trust Fund for purposes of
the REMIC Provisions. The Class A-V Certificates will represent the entire
beneficial ownership interest in the Uncertificated REMIC 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 Regular Interest or Interests specified by the initial Holder of the Class
A-V Certificates.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section
4.02(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 the Trust
Fund 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 0.45%.
<PAGE>
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 0.25%.
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.
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 0.15%.
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 the Trust
Fund 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
<PAGE>
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 1.15%.
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 Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.80%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the Trust Fund for purposes of the REMIC Provisions.
Closing Date: June 29, 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.
<PAGE>
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1999-S15.
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: June 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.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
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.
<PAGE>
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any 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 6.25% minus the
Net Mortgage Rate (or the initial Net
<PAGE>
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 6.25%. The Discount Fraction with respect to
each Discount Mortgage Loan is set forth on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.25% 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 the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, 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
<PAGE>
Holders of Certificates have a claim with respect to the funds in such account
or a perfected first security interest against any collateral (which shall be
limited to Permitted Investments) securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such account is maintained, or (iii) in the case of the Custodial Account, a
trust account or accounts maintained in the corporate trust department of The
First National Bank of Chicago, or (iv) in the case of the Certificate Account,
a trust account or accounts maintained in the corporate trust division of The
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)(D) 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.
<PAGE>
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:
(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 9.02.
<PAGE>
Fitch: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud 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
<PAGE>
Company, the Master Servicer or the Trustee or in an Affiliate thereof, and
(iii) is not connected with the Company, the Master Servicer or the Trustee as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
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-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, the calendar
month preceding 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 Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
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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 June 25, 2014.
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.
Mortgage: With respect to each Mortgage Note, 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 #");
<PAGE>
(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.
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, 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.
<PAGE>
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.
Notional Amount: 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
the Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
<PAGE>
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 98.00% 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.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-3, Class A-P Certificates and Class A-V Certificates), Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rate set forth in the Preliminary Statement hereto. With
respect to the Class A-V Certificates and any Distribution Date, a rate equal to
the weighted average, expressed as a percentage, of the Pool Strip Rates of all
Corresponding 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 0.2901% per annum. With
respect to any Subclass of the Class A-V Certificates and any Distribution Date,
a rate equal to the weighted average, expressed as a percentage, of the Pool
Strip Rates of all Mortgage Loans represented by such Subclass 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 Holder of such Certificate (or with
respect to the initial Distribution Date, at the close of business on the Cutoff
Date). The Class A-3 and 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
<PAGE>
Initial Notional Amount thereof (in the case of any 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 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;
<PAGE>
(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 by 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.
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) 6.25% 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 prepayment speed 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
<PAGE>
month, and a constant 6.00% 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 July 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 on which any Class of Class M
or Class B Certificates are outstanding not discussed in
clause (i) above:
(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 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
<PAGE>
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.
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.
<PAGE>
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 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.
<PAGE>
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 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.
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
<PAGE>
Servicer shall appoint a successor REMIC Administrator, subject to assumption of
the REMIC Administrator obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) 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
<PAGE>
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.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
July 1999 through
June 2004............................... 100%
July 2004 through
June 2005............................... Senior Percentage, plus 70% of the
Subordinate Percentage
July 2005 through
June 2006............................... Senior Percentage, plus 60% of the
Subordinate Percentage
July 2006 through
June 2007............................... Senior Percentage, plus 40% of the
Subordinate Percentage
July 2007 through
June 2008............................... Senior Percentage, plus 20% of the
Subordinate Percentage
July 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
<PAGE>
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 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
Certificate Principal Balance of 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
<PAGE>
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, 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
$2,814,739 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 29.52% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the
<PAGE>
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 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 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.
<PAGE>
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
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
<PAGE>
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.
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 the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, 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.
Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest was equal to the related
Uncertificated Pass-Through Rate and the Notional Amount on such uncertificated
interest was equal to the related Uncertificated Notional Amount; provided that
any reduction in the amount
<PAGE>
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 Sections 4.02(a) and 4.05 hereof shall be
allocated to the Uncertificated REMIC Regular Interests pro rata in accordance
with the amount of interest accrued with respect to each related Uncertificated
Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the Stated Principal Balance of the related Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interests: The 754 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 6.25%, each having no
principal balance, and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the Corresponding
Mortgage Loan.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 4.08(a).
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
<PAGE>
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. 98% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Class
A-V and Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; 1% of all Voting Rights
shall be allocated among the Holders of the Class A-V Certificates (and any
Subclass thereof); and 1% of all Voting Rights shall be allocated among Holders
of the Class R Certificates, respectively, allocated among the Certificates of
each such Class in accordance with their respective Percentage Interests.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(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.
<PAGE>
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(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)(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)(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. If any Assignment or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment, 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.
<PAGE>
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 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 as provided for in this Section 2.01 be construed as a sale
by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that the Mortgage
Loans 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, 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 and
(C) 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, Sections 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 persons
holding for, (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law.
<PAGE>
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 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 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 or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of cash in
an amount equal to $60,688 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in July 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 July 1999. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of the REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of the REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by the REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in
Sections 2.01(b)(i) through (iii) above (except that for purposes of such
acknowledgment only, a Mortgage Note may be endorsed in blank and an Assignment
of Mortgage may be in blank) and declares that it, or a Custodian as its agent,
holds and will hold such documents and the other documents constituting a part
of the Mortgage Files delivered to it, or a Custodian as its agent, 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
<PAGE>
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 the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. 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 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.
<PAGE>
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a 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;
(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;
<PAGE>
(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;
(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;
<PAGE>
(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 15 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 12% of such balance if the
Loan-to-Value Ratio is between 90.00% and 85.01% and (c) at least 6% 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 0.6% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California, and no more
than 1.0% 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) None 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 not be an investor property as of
the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
<PAGE>
(xi) None 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 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
<PAGE>
of the Company to cure such breach or to so purchase or substitute for any
Mortgage Loan as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
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
Certificate holders. 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 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
<PAGE>
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 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
<PAGE>
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 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the 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 the Trust Fund to fail to qualify as such 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 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.
<PAGE>
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit 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 and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations
<PAGE>
of each Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the non-performance of
any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for
<PAGE>
indemnification of the Master Servicer and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) 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 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program
<PAGE>
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 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
<PAGE>
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
<PAGE>
Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the
<PAGE>
Subservicer to reduce the unpaid principal balance of the related Mortgage Loan
as of the first day of such month, from the date of application of such
Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans.
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
<PAGE>
photocopy any such documentation and shall provide equipment for that purpose at
a charge reasonably approximating the cost of such photocopying to the Master
Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section 4.04
and (B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds 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
<PAGE>
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).
<PAGE>
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force 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 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
<PAGE>
(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
<PAGE>
to present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption which
the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid 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
<PAGE>
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 the Trust Fund 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 the Trust Fund 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.
<PAGE>
(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 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of 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
<PAGE>
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 the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of 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 the Trust Fund until such time as the REO
Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three years after its acquisition by the Trust Fund for
purposes of Section 860G(a)(8) of the Code or, at the expense of the Trust Fund,
request, more than 60 days before the day on which the three-year grace period
would otherwise
<PAGE>
expire, an extension of the three-year grace period unless the Master Servicer
(subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such three-year period will
not result in the imposition of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC
at any time that any Certificates are outstanding, in which case the Trust Fund
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan), to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if 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 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting
<PAGE>
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall 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.
<PAGE>
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at 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).
<PAGE>
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of
<PAGE>
such firm, such accounting standards require it to report. In rendering such
statement, such firm may rely, as to matters relating to the direct servicing of
mortgage loans by Subservicers, upon comparable statements for examinations
conducted by independent public accountants substantially in accordance with
standards established by the American Institute of Certified Public Accountants
(rendered within one year of such statement) with respect to such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(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
<PAGE>
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.
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature 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 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the
<PAGE>
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-3
and 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
Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class
A-P and the Class A-V Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth in Section
4.02(b)(ii) through (v) and Sections 4.02(c) and (d), 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
<PAGE>
2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall
deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period
(other than the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to 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) any Excess Subordinate Principal Amount for such
Distribution Date; and
<PAGE>
(E) any amounts described in subsection (ii)(Y), clauses
(A) through (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after
application of amounts previously distributed pursuant to this
clause (E) to the extent that such amounts are not attributable
to Realized Losses which have been allocated to the 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) 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;
<PAGE>
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiii),
(xiv) and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below minus (y) the amount of any Class A-P Collection Shortfalls for
such Distribution Date or remaining unpaid for all previous Distribution
Dates to the extent the amounts available pursuant to clause (x) of
Section 4.02(a)(xv) are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount of
any Class A-P Collection Shortfalls for such
<PAGE>
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 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.
(b) Distributions of principal on the Class A Certificates (other than
the 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
Distribution Amount") equal to the aggregate of:
<PAGE>
(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) the Senior Principal Distribution Amount shall be
distributed to the Class R Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distribution described in clause (ii) above shall be
distributed, concurrently on a pro rata basis, to the Class A-1, Class
A-2 and Class A-3 Certificates, until the Certificate Principal Balances
thereof have 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
<PAGE>
(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 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) 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, 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
<PAGE>
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.
(f) 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.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
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 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth 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;
<PAGE>
(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;
(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;
(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;
<PAGE>
(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) each Notional Amount 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 for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
<PAGE>
(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 the Rounding
Account and deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a).
The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying upon the same without
any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(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.
<PAGE>
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 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, 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,
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
<PAGE>
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. 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 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 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and
<PAGE>
substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee or the Trust Fund
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 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 4.08. Distributions on the Uncertificated REMIC Regular
Interests.
<PAGE>
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC Regular
Interests, Uncertificated Accrued Interest on the Uncertificated REMIC Regular
Interests for such Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from the Trust Fund, in the priority set forth in Section 4.02(a), to
the Class A-V Certificates, the amounts distributable thereon from the
Uncertificated REMIC Regular Interest Distribution Amounts deemed to have been
received by the Trustee from the Trust Fund under this Section 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
Regular Interests.
(d) Notwithstanding the deemed distributions on the
Uncertificated REMIC 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 4.09 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholders pursuant to the terms of such requirements.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The 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-V and Class R
Certificates, shall be issuable in minimum dollar denominations of $25,000 (or
$250,000 in the case of the Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates) 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-2 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 $ 25,732.13
Class B-2 $250,500.00
Class B-3 $250,293.26
The Class A-V Certificates and the 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 Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
<PAGE>
(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 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
<PAGE>
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
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 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 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 below, and in
the case of any other Certificate, the Trustee shall execute and the Certificate
Registrar
<PAGE>
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 "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
<PAGE>
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".
(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
<PAGE>
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 assigned to this Agreement has
actual knowledge that the proposed Transferee is not a
<PAGE>
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 selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported
<PAGE>
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.
(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.
<PAGE>
(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.
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
<PAGE>
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 Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with respect thereto.
<PAGE>
(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.
<PAGE>
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
<PAGE>
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 Accrued Certificate
<PAGE>
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.
<PAGE>
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
<PAGE>
(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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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 the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
<PAGE>
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.
<PAGE>
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;
<PAGE>
(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 the Trust Fund 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.
<PAGE>
(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, 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
<PAGE>
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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan), 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 the Trust Fund 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
<PAGE>
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 (B) with respect to the Class R
Certificates, any excess of the amounts available for distribution (including
the repurchase price specified in clause (ii) of
<PAGE>
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. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
(i) result in the imposition on the Trust of taxes on "prohibited transactions,"
as described in Section 860F of the Code, or (ii) cause the Trust Fund 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 the Trust Fund and specify the first day of such period in a
statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for the Trust
Fund 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
<PAGE>
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 the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund (other than the Initial Monthly Payment Fund) as a REMIC under the Code
and, if necessary, under applicable state law. 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 election in respect of the Trust Fund, the Class A Certificates
(other than the Class A-V Certificates), Class M Certificates, Class B
Certificates and the Uncertificated REMIC Regular Interests shall be designated
as the "regular interests" and the Class R Certificates shall be designated as
the sole class of "residual interests" in the REMIC. The REMIC Administrator and
the Trustee shall not permit the creation of any "interests" (within the meaning
of Section 860G of the Code) in the Trust Fund other than the regular interests
and the interests represented by the Class R 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 the Class R 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 the Trust Fund in relation to any tax matter
or controversy involving the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation, not
to exceed $3,000 per year, by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to the Trust Fund
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
<PAGE>
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 the Trust Fund.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the Trust Fund 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 a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of the
Trust Fund as a REMIC or (ii) result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC 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 the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer, the
REMIC Administrator, or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such
<PAGE>
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 Trust Fund or its assets, or causing the Trust Fund 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 the Trust Fund, and
the Trustee shall not take any such action or cause the Trust Fund 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 the Trust Fund or its 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 the Trust Fund as defined in
Section 860G(c) of the Code, on any contributions to the Trust Fund 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 the Trust Fund on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the Trust Fund 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 the Trust Fund
will not cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding
<PAGE>
or subject the Trust Fund 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 the Trust Fund will
receive a fee or other compensation for services nor permit the Trust Fund 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" for each "regular
interest" is June 25, 2014.
(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 the Trust Fund.
(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 the Trust Fund, (iii) the
termination of the Trust Fund 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 the Trust Fund, nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for gain nor accept any
contributions to the Trust Fund 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 the Trust Fund as a REMIC or (b) unless
the Master Servicer has determined in its sole discretion to indemnify the Trust
Fund against such tax, cause the Trust Fund to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be
<PAGE>
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.
<PAGE>
ARTICLE XI
[Reserved]
<PAGE>
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 Certificates, by virtue of their being the "residual interests" in the
Trust Fund, 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
<PAGE>
of the Certificateholders (other than the transferor) to be subject to
a federal tax caused by a transfer to a Person that is not a Permitted
Transferee, 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 the Trust Fund 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.
<PAGE>
(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) the Trust Fund 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
<PAGE>
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.
<PAGE>
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 0126,
Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series
1999-S15 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,
<PAGE>
(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 their consent thereto if their
respective interests would not be materially adversely affected thereby.
<PAGE>
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 the Trust Fund as a REMIC or (subject to
Section 10.01(f)) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code).
<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 29th day of June, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 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 29th day of June, 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 JUNE 29, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% 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>
<TABLE>
<S> <C>
Certificate No. ___ [_____%] [Variable] [Pass-Through Rate]
Class A-__ Senior
Date of Pooling and Servicing Agreement and Percentage Interest: ____%
Cut-off Date:
June 1, 1999
First Distribution Date: Aggregate Initial [Certificate Principal
July 25, 1999 Balance] [Notional Amount] of the Class A-
__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal Balance]
Residential Funding Corporation [Notional Amount] of this Certificate:
$------------
Assumed Final Distribution Date: CUSIP _________
June 25, 2014
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-S15
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: June 29, 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.
A-7
<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:
B-1
<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 JUNE 29, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ______% 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>
<TABLE>
<S> <C>
Certificate No. ___ ____% Pass-Through Rate
Class M- [____] Mezzanine Aggregate Certificate Principal Balance of the
Class M Certificates:
$---------------
Date of Pooling and Servicing Agreement and Initial Certificate Principal Balance of this
Cut-off Date: Certificate:
June 1, 1999 $_______________
First Distribution Date: CUSIP: ____________
July 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2014
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S15
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
B-3
<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 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: June 29, 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 ______________________ 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.
B-9
<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 JUNE 29, 1999. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT ______% 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.
C-1
<PAGE>
<TABLE>
<S> <C>
Certificate No. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate Principal Balance of the
Class B-__ Certificates as of the Cut-off Date:
$---------------
Date of Pooling and Servicing Agreement and Initial Certificate Principal Balance of this
Cut-off Date: Certificate:
June 1, 1999 $_______________
First Distribution Date:
July 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2014
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S15
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: June 29, 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.
C-1
<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
D-1
<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>
<TABLE>
<S> <C>
Certificate No. ___ ____% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal
Balance of the Class R Certificates:
$100.00
Date of Pooling and Servicing Agreement and Percentage Interest: ______%
Cut-off Date:
June 1, 1999
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 1999 Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
June 25, 2014
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S15
evidencing a percentage interest in any distributions allocable to the
Class R 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
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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.
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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.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: June 29, 1999 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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<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.
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EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of June 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 June 1, 1999,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1999-S15 (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.
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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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(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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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
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<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 and 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
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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-S15
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
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STATE OF ILLINOIS )
) ss.:
COUNTY OF _____________ )
On the 29th day of June, 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]
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STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 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]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 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 29th day of June, 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]
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EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
June 29, 1999
The First National Bank of Chicago
One First National Plaza, Suite IL1-0126
Chicago, Illinois, 60670
Attention: Residential Funding Corporation Series 1999-S15
Re: Custodial Agreement, dated as of June 1, 1999, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates, Series
1999-S15
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:
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EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1999
The First National Bank of Chicago
One First National Plaza, Suite IL1-0126
Chicago, Illinois, 60670
Attention: Residential Funding Corporation Series 1999-S15
Re: Custodial Agreement, dated as of June 1, 1999, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates, Series
1999-S15
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:
E-2
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1999
The First National Bank of Chicago
One First National Plaza, Suite IL1-0126
Chicago, Illinois, 60670
Attention: Residential Funding Corporation Series 1999-S15
Re: Custodial Agreement, dated as of June 1, 1999, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates, Series
1999-S15
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
E-3
<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
E-4
<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:
E-5
<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: (circleMortgage 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 : 06/21/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.23.53 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 1999-S15 CUTOFF : 06/01/99
POOL : 0004379
:
:
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 #
______________________________________________________________________________
1826378 593/593 F 250,000.00 ZZ
180 242,733.36 1
2758 EAST CANTON LANE 7.000 2,247.08 51
6.750 2,247.08 492,000.00
SANDY UT 84092 5 08/13/98 00
0007132715 05 10/01/98 0
0007132715 O 09/01/13
0
1828449 N37/G01 F 339,000.00 ZZ
180 332,207.80 1
2700 SLEEPY HOLLOW 6.500 2,953.05 63
6.250 2,953.05 540,000.00
ENNIS TX 75119 2 12/01/98 00
0431136316 05 01/01/99 0
980182 O 12/01/13
0
1842284 637/G01 F 56,000.00 ZZ
180 54,741.37 1
5500 WARDELL WAY 7.000 503.35 53
6.750 503.35 107,000.00
SACRAMENTO CA 95823 2 10/26/98 00
0431167295 05 12/01/98 0
0013447594 O 11/01/13
0
1842810 M39/G01 F 260,000.00 T
180 255,894.49 1
2390 SUCCESS TRAIL 7.125 2,355.16 67
6.875 2,355.16 389,000.00
MIDWAY UT 84049 2 12/17/98 00
0431150903 05 02/01/99 0
1
0000 O 01/01/14
0
1845896 E66/E66 F 286,400.00 ZZ
180 281,513.49 1
8295 WAKE ROAD 6.500 2,494.85 80
6.250 2,494.85 358,000.00
DURHAM NC 27713 2 12/16/98 00
600461019 05 02/01/99 0
600461019 O 01/01/14
0
1850013 907/G01 F 56,300.00 ZZ
180 55,605.99 1
11901 CALLOW TERRACE 7.375 517.92 41
7.125 517.92 140,000.00
LAUREL MD 20708 2 12/29/98 00
0431315969 05 03/01/99 0
10004431 O 02/01/14
0
1851780 G26/G01 F 100,000.00 ZZ
180 99,407.20 1
25-40 SHORE BLVD UNIT 15M 7.750 941.28 77
7.500 941.28 130,000.00
ASTORIA NY 11102 2 03/10/99 00
0431290162 06 05/01/99 0
177836 O 04/01/14
0
1854507 637/G01 F 115,450.00 T
180 112,827.74 1
509 BELLVIEW #5 6.875 1,029.65 70
6.625 1,029.65 165,000.00
CRESTED BUTTE CO 81224 1 10/19/98 00
0431213842 01 12/01/98 0
0013435664 O 11/01/13
0
1856617 B75/G01 F 282,000.00 ZZ
180 276,583.35 1
377 AWINI PLACE 7.000 2,534.70 75
6.750 2,534.70 376,000.00
HONOLULU HI 96825 1 11/20/98 00
0431308998 05 01/01/99 0
6187652 O 12/01/13
0
1
1858349 637/G01 F 160,000.00 ZZ
180 156,893.99 1
2332 MORAGA STREET 6.875 1,426.97 42
6.625 1,426.97 387,500.00
SAN FRANCISCO CA 94112 2 11/25/98 00
0431306331 05 01/01/99 0
0010160901 O 12/01/13
0
1864409 638/G01 F 96,900.00 ZZ
180 95,320.24 1
3820 COUNTY ROAD N0 806 6.750 857.48 65
6.500 857.48 150,000.00
CLEBURNE TX 76031 2 12/23/98 00
0431179779 05 02/01/99 0
08828347 O 01/01/14
0
1865792 562/G01 F 348,000.00 ZZ
180 343,474.03 1
762 KING STREET 6.750 3,079.49 50
6.500 3,079.49 700,000.00
PORT CHESTER NY 10573 2 01/01/99 00
0431215656 05 03/01/99 0
587923 O 02/01/14
0
1867245 976/976 F 277,000.00 ZZ
180 271,791.30 1
204 BRIDGE POINT 7.250 2,528.64 77
7.000 2,528.64 361,000.00
PEACHTREE CITY GA 30269 2 11/25/98 00
5402853 05 01/01/99 0
5402853 O 12/01/13
0
1869569 E26/G01 F 280,000.00 ZZ
180 274,201.33 1
1420 SOUTH ZEKE AND ELSIE AVEN 6.875 2,497.20 70
6.625 2,497.20 405,000.00
LA HABRA CA 90631 2 12/22/98 00
0431186006 05 02/01/99 0
34802046 O 01/01/14
0
1869997 A06/G01 F 400,000.00 ZZ
180 397,441.19 1
282 GREENWOOD 6.875 3,567.42 37
6.625 3,567.42 1,100,000.00
1
BIRMINGHAM MI 48009 2 03/16/99 00
0431264142 05 05/01/99 0
001000009810772 O 04/01/14
0
1870833 H22/G01 F 188,000.00 ZZ
180 186,656.14 2
259-16 149TH ROAD 6.875 1,676.69 71
6.625 1,676.69 265,000.00
ROSEDALE NY 11422 2 03/25/99 00
0431270560 05 05/01/99 0
9810072 O 04/01/14
0
1871007 076/076 F 649,950.00 T
180 635,495.96 1
27350 KELSIE CT 7.125 5,887.45 70
6.875 5,887.45 930,000.00
CLARK CO 80428 4 10/23/98 00
7323768 05 12/01/98 0
7323768 O 11/01/13
0
1871564 638/G01 F 155,900.00 ZZ
180 153,872.45 1
3802 ARMSTRONG STREET 6.750 1,379.57 75
6.500 1,379.57 208,000.00
SAN DIEGO CA 92111 2 01/05/99 00
0431193051 05 03/01/99 0
08838149 O 02/01/14
0
1872329 M29/G01 F 535,000.00 ZZ
180 411,517.52 1
5770 SOUTH BEECH COURT 7.000 4,808.74 37
6.750 4,808.74 1,450,000.00
GREENWOOD VILLA CO 80121 2 01/20/99 00
0431209238 03 03/01/99 0
981250FR O 02/01/14
0
1872731 K08/G01 F 77,400.00 ZZ
180 76,138.16 1
113 REIDWAY DRIVE 6.750 684.92 70
6.500 684.92 111,000.00
WHITE HOUSE TN 37188 2 01/04/99 00
0411204571 05 02/01/99 0
411204571 O 01/01/14
0
1
1876774 168/168 F 304,000.00 ZZ
120 296,768.83 1
28 MERRYHILL LANE 6.625 3,471.22 62
6.375 3,471.22 496,000.00
PITTSFORD NY 14534 2 01/19/99 00
0239948688 05 03/01/99 0
0239948688 O 02/01/09
0
1876994 A09/G01 F 170,000.00 ZZ
120 160,850.48 1
67-123 BURNS STREET 7.000 1,973.84 71
6.750 1,973.84 240,000.00
FOREST HILLS NY 11375 5 02/27/99 00
0431279991 07 04/01/99 0
000 O 03/01/09
0
1878316 961/G01 F 127,500.00 ZZ
180 125,859.41 1
422 SOUTH ALHAMBRA AVENUE #F 6.875 1,137.11 75
6.625 1,137.11 170,000.00
MONTEREY PARK CA 91755 2 01/15/99 00
0431216498 07 03/01/99 0
09112055 O 02/01/14
0
1880982 976/976 F 125,000.00 ZZ
180 123,208.76 1
2257 HAVENRIDGE DRIVE 6.750 1,106.14 48
6.500 1,106.14 262,000.00
COLORADO SPRING CO 80920 5 01/07/99 00
5384793 05 03/01/99 0
5384793 O 02/01/14
0
1881183 638/G01 F 80,000.00 ZZ
180 78,912.60 1
1491 DES PLAINES RIVER ROAD 7.000 719.06 44
6.750 719.06 184,000.00
DES PLAINES IL 60018 2 01/29/99 00
0431219385 05 03/01/99 0
08850252 O 02/01/14
0
1882738 H25/G01 F 306,000.00 ZZ
180 305,013.43 1
1
66 CRABSHELL LANE 6.750 2,707.82 37
6.500 2,707.82 831,000.00
KILMARNOCK VA 22482 2 03/31/99 00
0431297621 03 06/01/99 0
000 O 05/01/14
0
1883561 H22/G01 F 215,000.00 ZZ
180 212,931.03 1
58-35 262 STREET 6.875 1,917.49 66
6.625 1,917.49 330,000.00
LITTLE NECK NY 11362 1 02/23/99 00
0431225572 05 04/01/99 0
9812031 O 03/01/14
0
1885100 P63/G01 F 115,000.00 ZZ
180 114,318.28 1
1605 HONE AVENUE 7.750 1,082.47 48
7.500 1,082.47 240,000.00
BRONX NY 10461 5 03/30/99 00
0431328798 05 05/01/99 0
1885100 O 04/01/14
0
1885427 G32/G01 F 200,000.00 ZZ
180 198,678.67 1
1023 ASHLAND AVENUE 6.500 1,742.21 39
6.250 1,742.21 515,000.00
RIVER FOREST IL 60305 5 03/09/99 00
0431251537 05 05/01/99 0
0000 O 04/01/14
0
1885509 F96/G01 F 337,800.00 ZZ
180 335,615.69 1
27 CAPTAINS WOODS ROAD 6.750 2,989.22 80
6.500 2,989.22 425,000.00
WHITEHOUSE STAT NJ 08889 2 03/22/99 00
0431269505 05 05/01/99 0
9900396 O 04/01/14
0
1885536 M29/G01 F 311,000.00 ZZ
180 307,974.96 1
1520 WILDWOOD LAKE 6.750 2,752.07 67
6.500 2,752.07 470,000.00
BOULDER CO 80303 2 02/19/99 00
0431283845 03 04/01/99 0
1
0000 O 03/01/14
0
1886330 168/168 F 457,000.00 ZZ
180 451,056.43 1
39 HIGH COUNTRY TRAIL 6.750 4,044.04 73
6.375 4,044.04 630,000.00
MENDON NY 14534 2 01/15/99 00
0249302101 05 03/01/99 0
0249302101 O 02/01/14
0
1886705 411/411 F 432,000.00 ZZ
180 427,842.85 1
221 SOUTH MAIN STREET 6.875 3,852.81 80
6.625 3,852.81 540,000.00
COHASSET MA 02025 1 02/26/99 00
20016251 05 04/01/99 0
20016251 O 03/01/14
0
1887177 638/G01 F 65,000.00 ZZ
120 59,908.84 1
6595 NORTH DUKE STREET 6.875 750.52 41
6.625 750.52 160,000.00
MOORPARK CA 93021 2 02/04/99 00
0431238328 05 04/01/99 0
08831523 O 03/01/09
0
1887468 714/G01 F 330,750.00 ZZ
180 327,532.86 1
931 HAWTHORNE LANE 6.750 2,926.84 75
6.500 2,926.84 445,000.00
CEDARBURG WI 53012 5 02/10/99 00
0431278803 05 04/01/99 0
000 O 03/01/14
0
1888758 588/G01 F 289,600.00 ZZ
180 286,691.50 1
1 GLOUCESTER DRIVE 6.375 2,502.87 76
6.125 2,502.87 386,000.00
MARLBORO TOWNSH NJ 07746 1 02/25/99 00
0431262914 05 04/01/99 0
981110023 O 03/01/14
0
1
1888854 957/G01 F 558,000.00 ZZ
180 552,572.43 1
3516 ST JOHN'S DRIVE 6.750 4,937.80 70
6.500 4,937.80 800,000.00
HIGHLAND PARK TX 75205 2 02/22/99 00
0431244219 05 04/01/99 0
0335723 O 03/01/14
0
1889253 956/G01 F 300,000.00 ZZ
180 296,987.05 1
12520 WATER LILY WAY 6.375 2,592.75 70
6.125 2,592.75 430,000.00
RENO NV 89511 2 02/17/99 00
0431249879 03 04/01/99 0
109020182 O 03/01/14
0
1889922 195/G01 F 635,000.00 ZZ
180 628,294.02 1
1221 LAFAYETTE ROAD 6.875 5,663.28 41
6.625 5,663.28 1,585,000.00
GLADWYNE PA 19035 2 03/02/99 00
0431251883 05 05/01/99 0
61795 O 04/01/14
0
1890197 M29/G01 F 462,500.00 ZZ
180 458,049.33 1
8 WALDEN LANE 6.875 4,124.83 41
6.625 4,124.83 1,150,000.00
LITTLETON CO 80121 2 03/03/99 00
0431286087 05 04/01/99 0
0000 O 03/01/14
0
1890360 A50/A50 F 160,000.00 ZZ
180 156,135.14 1
375 HAYFIELD DRIVE 7.750 1,506.04 66
7.500 1,506.04 245,000.00
DORA AL 35062 2 01/26/99 00
000 05 03/01/99 0
000 O 02/01/14
0
1890550 E84/G01 F 950,000.00 ZZ
180 943,922.82 1
150 EL CAMINO DEL MAR 6.875 8,472.62 46
6.625 8,472.62 2,100,000.00
1
SAN FRANCISCO CA 94121 2 03/02/99 00
0431256304 05 05/01/99 0
10090259 O 04/01/14
0
1890720 N09/G01 F 162,000.00 G
180 160,952.46 1
1771 WACHUSETT STREET 6.750 1,433.55 58
6.500 1,433.55 280,000.00
HOLDEN MA 01520 1 03/31/99 00
0431283050 05 05/01/99 0
0000 O 04/01/14
0
1890989 N58/G01 F 120,000.00 ZZ
180 118,099.79 1
3301 LONDON STREET 7.000 1,078.59 62
6.750 1,078.59 195,000.00
LOS ANGELES CA 90026 2 04/06/99 00
0431295179 05 06/01/99 0
0000 O 05/01/14
0
1891274 638/G01 F 259,000.00 ZZ
180 256,399.07 1
301 FIELDSPRING COURT 6.500 2,256.17 88
6.250 2,256.17 296,000.00
O'FALLON IL 62269 2 02/26/99 19
0431251420 05 04/01/99 25
08856411 O 03/01/14
0
1891740 562/562 F 140,000.00 ZZ
180 139,075.05 1
483 KIMBALL AVENUE 6.500 1,219.56 70
6.250 1,219.56 200,000.00
YONKERS NY 10704 2 03/16/99 00
510545 05 05/01/99 0
510545 O 04/01/14
0
1891902 Q51/G01 F 500,000.00 ZZ
180 496,801.49 1
827 SOUTH SANTA ANITA AVENUE 6.875 4,459.27 65
6.625 4,459.27 770,000.00
SAN MARINO CA 91108 1 03/26/99 00
0431279082 05 05/01/99 0
0000 O 04/01/14
0
1
1892058 687/G01 F 254,100.00 ZZ
180 252,348.13 1
1065 RASHFORD DRIVE 6.000 2,144.25 60
5.750 2,144.25 427,000.00
PLACENTIA CA 92870 2 03/03/99 00
0431317890 05 05/01/99 0
34900301 O 04/01/14
0
1892165 562/562 F 73,000.00 ZZ
180 72,527.95 2
431 BROOKLYN AVENUE 6.750 645.99 41
6.500 645.99 180,000.00
BALDWIN NY 11510 2 03/15/99 00
591644 05 05/01/99 0
591644 O 04/01/14
0
1892200 L94/G01 F 53,300.00 ZZ
180 52,956.56 1
1326 WEST 14TH STREET 7.500 494.10 90
7.250 494.10 59,500.00
DAVENPORT IA 52804 2 03/30/99 01
0431277664 05 05/01/99 12
1892200 O 04/01/14
0
1892368 687/G01 F 546,000.00 ZZ
180 540,745.80 1
13045 VIA GRIMALDI 6.875 4,869.53 45
6.625 4,869.53 1,230,000.00
DEL MAR CA 92014 2 02/23/99 00
0431336080 05 04/01/99 0
34900430 O 03/01/14
0
1892465 L55/G01 F 151,000.00 ZZ
180 151,000.00 2
32-19 104TH STREET 7.750 1,421.33 69
7.500 1,421.33 222,000.00
CORONA NY 11369 2 05/12/99 00
0431338763 05 07/01/99 0
6492 O 06/01/14
0
1892701 F53/G01 F 188,200.00 ZZ
180 187,009.02 1
1
428 STONERIDGE COURT 7.000 1,691.59 58
6.750 1,691.59 328,000.00
BONITA CA 91902 2 03/04/99 00
0431262617 05 05/01/99 0
ASA2995GUTI O 04/01/14
0
1892708 638/G01 F 434,000.00 ZZ
180 431,223.69 1
9201 SW 105TH STREET 6.875 3,870.65 66
6.625 3,870.65 660,000.00
MIAMI FL 33176 2 03/04/99 00
0431258490 05 05/01/99 0
08838055 O 04/01/14
0
1892793 H87/G01 F 140,500.00 ZZ
180 140,500.00 1
25-17 85TH STREET 7.250 1,282.57 62
7.000 1,282.57 227,000.00
FLUSHING NY 11370 2 05/05/99 00
0431331644 09 07/01/99 0
99022002 O 06/01/14
0
1892843 A09/G01 F 100,000.00 ZZ
120 98,001.99 1
9 RAY STREET 7.250 1,174.01 70
7.000 1,174.01 144,000.00
FREEPORT NY 11520 5 03/13/99 00
0431277672 05 05/01/99 0
0000 O 04/01/09
0
1893052 A06/G01 F 383,500.00 ZZ
180 382,263.56 1
1456 ARDMOOR 6.750 3,393.63 55
6.500 3,393.63 700,000.00
BLOOMFIELD HILL MI 48301 2 04/14/99 00
0431295757 05 06/01/99 0
001000009902909 O 05/01/14
0
1893264 A21/A21 F 259,000.00 ZZ
180 258,182.86 1
39 LANRAM ROAD 7.000 2,327.97 90
6.750 2,327.97 290,000.00
TAPPAN NY 10983 2 04/16/99 01
100109099 05 06/01/99 25
1
100109099 O 05/01/14
0
1893275 076/076 F 264,600.00 ZZ
180 261,084.77 1
1241 FINKS HIDEAWAY 6.500 2,304.95 90
6.250 2,304.95 294,000.00
MONROE LA 71203 2 01/15/99 10
1354498 05 03/01/99 25
1354498 O 02/01/14
0
1893284 076/076 F 281,000.00 ZZ
180 277,556.73 1
130 BEAUMONT PL 6.875 2,506.12 74
6.625 2,506.12 380,000.00
GWYNEDD VALLEY PA 19437 5 02/03/99 00
3478326 05 04/01/99 0
3478326 O 03/01/14
0
1893286 076/076 F 398,000.00 ZZ
180 394,083.79 1
12S WHITE BURCH RD 6.625 3,494.42 73
6.375 3,494.42 550,000.00
STAMFORD CT 06905 2 02/10/99 00
5977275 05 04/01/99 0
5977275 O 03/01/14
0
1893289 076/076 F 270,000.00 ZZ
180 264,735.74 1
1100 HILTON ST 6.500 2,351.99 72
6.250 2,351.99 375,000.00
MONROE LA 71201 2 01/20/99 00
6910134 05 03/01/99 0
6910134 O 02/01/14
0
1893290 076/076 F 246,000.00 ZZ
180 238,249.80 1
119 PALISADES RD 6.750 2,176.88 51
6.500 2,176.88 485,000.00
ATLANTA GA 30309 2 01/27/99 00
7029865 05 03/01/99 0
7029865 O 02/01/14
0
1
1893292 076/076 F 238,700.00 ZZ
180 232,288.38 1
3408 JAYWOOD CT 6.500 2,079.34 74
6.250 2,079.34 325,000.00
ARLINGTON TX 76017 2 09/30/98 00
7273633 05 11/01/98 0
7273633 O 10/01/13
0
1893308 076/076 F 360,000.00 T
180 356,055.38 1
8135 WHITE CLIFF RD 6.750 3,185.68 76
6.500 3,185.68 475,000.00
EGG HARBOR WI 54209 2 02/08/99 00
7351289 01 04/01/99 0
7351289 O 03/01/14
0
1893319 076/076 F 357,000.00 ZZ
180 351,055.44 1
1006 13TH AVE 6.500 3,109.85 80
6.250 3,109.85 447,900.00
HUNTINGTON WV 25701 2 12/28/98 00
7985411 05 02/01/99 0
7985411 O 01/01/14
0
1893326 076/076 F 318,750.00 ZZ
144 312,833.92 1
30 COB RD 6.500 3,193.62 75
6.250 3,193.62 425,000.00
ASHBURNHAM MA 01430 5 01/19/99 00
9351464 05 03/01/99 0
9351464 O 02/01/11
0
1893647 195/G01 F 262,000.00 ZZ
180 260,250.44 1
5 NINE IRON COURT 6.375 2,264.34 64
6.125 2,264.34 410,000.00
MOUNTAIN TOP PA 18707 2 03/12/99 00
0431277250 05 05/01/99 0
61706 O 04/01/14
0
1893710 B98/G01 F 258,500.00 ZZ
180 257,675.54 1
3477 N BERKELEY AVE 6.875 2,305.45 74
6.625 2,305.45 350,000.00
1
TURLOCK CA 95382 2 04/14/99 00
0431304104 05 06/01/99 0
0000 O 05/01/14
0
1893760 813/813 F 118,000.00 ZZ
180 116,676.04 1
151 ALALA ROAD 6.500 1,027.91 28
6.250 1,027.91 435,000.00
KAILUA HI 96734 2 02/19/99 00
990201002 05 04/01/99 0
990201002 O 03/01/14
0
1893764 E84/G01 F 128,350.00 ZZ
180 127,511.07 1
14919 LAYTHAM LANE 6.625 1,126.91 75
6.375 1,126.91 171,140.00
SUGAR LAND TX 77478 1 03/17/99 00
0431263763 03 05/01/99 0
32600195 O 04/01/14
0
1893838 F44/G01 F 205,000.00 ZZ
180 203,258.75 1
5 BAGATELLE COURT 6.625 1,799.89 66
6.375 1,799.89 315,000.00
MELVILLE NY 11747 2 03/18/99 00
0431263409 05 05/01/99 0
206982 O 04/01/14
0
1893900 A50/A50 F 450,000.00 ZZ
180 446,866.54 1
280 GOLFVIEW CLUB DRIVE 6.500 3,919.98 72
6.250 3,919.98 630,000.00
NEWNAN GA 30263 2 03/01/99 00
000 05 05/01/99 0
000 O 04/01/14
0
1893912 F26/G01 F 999,950.00 ZZ
180 993,414.13 1
5505 LAKE WA BLVD NE UNIT 1D 6.625 8,779.50 63
6.375 8,779.50 1,600,000.00
KIRKLAND WA 98033 2 03/16/99 00
0431261270 01 05/01/99 0
7142602400 O 04/01/14
0
1
1893947 822/G01 F 84,000.00 ZZ
180 84,000.00 1
312 FAIRVIEW DRIVE 7.375 772.74 60
7.125 772.74 140,000.00
LITITZ PA 17543 5 04/27/99 00
0431319169 05 07/01/99 0
1206022786 O 06/01/14
0
1894087 638/G01 F 76,000.00 ZZ
180 75,519.04 1
416 S GRACE 7.000 683.11 54
6.750 683.11 143,000.00
LOMBARD IL 60148 2 03/12/99 00
0431264753 05 05/01/99 0
08857430 O 04/01/14
0
1894090 638/G01 F 121,000.00 ZZ
180 120,234.28 1
50 MAIN STREET 7.000 1,087.58 44
6.750 1,087.58 280,000.00
EAST HAMPTON CT 06424 2 03/10/99 00
0431264837 05 05/01/99 0
08858935 O 04/01/14
0
1894323 E66/E66 F 299,250.00 ZZ
180 295,358.08 1
109 CHARLEMAGNE COURT 6.750 2,648.09 75
6.500 2,648.09 399,000.00
CARY NC 27511 5 01/19/99 00
600469544 05 03/01/99 0
600469544 O 02/01/14
0
1894325 E66/E66 F 256,000.00 ZZ
180 253,483.18 1
5028 SUNSET FAIRWAYS DRIVE 6.625 2,247.66 78
6.375 2,247.66 329,500.00
HOLLY SPRINGS NC 27540 2 02/19/99 00
600478157 03 04/01/99 0
600478157 O 03/01/14
0
1894438 E82/G01 F 96,500.00 ZZ
180 95,869.26 1
1
33902 COUNTY ROAD 373A 6.625 847.26 49
6.375 847.26 200,000.00
BUENA VISTA CO 81211 2 03/24/99 00
0400187209 05 05/01/99 0
0400187209 O 04/01/14
0
1894569 638/G01 F 225,000.00 ZZ
180 223,513.50 1
4506 E PARKER ROAD 6.500 1,959.99 70
6.250 1,959.99 325,000.00
PARKER TX 75002 1 03/05/99 00
0431265768 05 05/01/99 0
08848335 O 04/01/14
0
1894657 A54/G01 F 331,000.00 ZZ
180 326,602.62 1
1930 DUMORE LANE 6.500 2,883.37 88
6.250 2,883.37 377,000.00
CLEMMONS NC 27012 2 01/22/99 22
0431276989 03 03/01/99 25
0002230241 O 02/01/14
0
1894662 A54/G01 F 437,000.00 ZZ
180 431,070.28 1
530 ROUND HILL RD 6.250 3,746.94 77
6.000 3,746.94 568,000.00
INDIANAPOLIS IN 46260 2 01/20/99 00
0431272707 05 03/01/99 0
0002274736 O 02/01/14
0
1894678 A54/G01 F 360,000.00 ZZ
180 356,460.69 1
3800 ZENITH AVENUE SOUTH 6.625 3,160.78 77
6.375 3,160.78 470,000.00
MINNEAPOLIS MN 55410 2 02/09/99 00
0431272715 05 04/01/99 0
2250421 O 03/01/14
0
1894681 A54/G01 F 276,000.00 ZZ
180 272,294.24 1
7502 WHITEMARSH WAY 6.375 2,385.34 65
6.125 2,385.34 430,000.00
HUDSON OH 44236 2 01/30/99 00
0431272673 05 03/01/99 0
1
2287647 O 02/01/14
0
1894821 664/G01 F 450,000.00 ZZ
180 447,152.26 1
7 GARDENIA 7.000 4,044.73 70
6.750 4,044.73 650,000.00
IRVINE CA 92620 1 03/03/99 00
0431278118 03 05/01/99 0
2913879 O 04/01/14
0
1895169 754/754 F 420,000.00 ZZ
180 417,399.13 1
718B QUAKER POINT ROAD 7.250 3,834.02 75
7.000 3,834.02 560,000.00
WEST BATH ME 04530 5 03/15/99 00
47712 05 05/01/99 0
47712 O 04/01/14
0
1895174 830/G01 F 45,000.00 ZZ
180 44,712.14 1
6010 WEST LINCOLN 6.875 401.33 40
6.625 401.33 115,000.00
YAKIMA WA 98908 5 03/23/99 00
0431269182 05 05/01/99 0
542467 O 04/01/14
0
1895220 P51/G01 F 344,000.00 ZZ
180 341,799.42 1
3136 LOS OLIVOS LANE 6.875 3,067.98 80
6.625 3,067.98 430,000.00
LA CRESCENTA CA 91214 1 03/26/99 00
0431287622 05 05/01/99 0
0000 O 04/01/14
0
1895251 455/G01 F 74,900.00 ZZ
180 74,015.10 2
500-502 CHARTER COURT 6.750 662.80 70
6.500 662.80 107,000.00
LAWRENCEVILLE GA 30045 1 03/30/99 00
0431277185 05 05/01/99 0
84008 O 04/01/14
0
1
1895288 E82/G01 F 73,700.00 ZZ
180 73,228.53 1
1328 6TH STREET 6.875 657.30 73
6.625 657.30 101,000.00
GREELEY CO 80631 2 03/26/99 00
0400188140 05 05/01/99 0
0400188140 O 04/01/14
0
1895572 685/G01 F 85,600.00 ZZ
180 85,052.41 1
1628 CARLTONIA STREET 6.875 763.43 80
6.625 763.43 108,000.00
PUEBLO CO 81006 2 03/25/99 00
0431275890 05 05/01/99 0
117820 O 04/01/14
0
1895576 E82/G01 F 196,500.00 ZZ
180 194,775.18 1
227 MASON ROAD 7.250 1,793.77 70
7.000 1,793.77 281,000.00
WEST TOWNSEND MA 01474 2 03/26/99 00
0400194119 05 05/01/99 0
1635538 O 04/01/14
0
1895604 076/076 F 800,000.00 ZZ
180 791,965.47 1
215 FAIRACRES ROAD 6.375 6,914.00 50
6.125 6,914.00 1,600,000.00
OMAHA NE 68132 1 02/22/99 00
9112769 05 04/01/99 0
9112769 O 03/01/14
0
1895709 638/G01 F 26,400.00 ZZ
180 26,231.12 1
11311 HARWIN DRIVE 6.875 235.45 76
6.625 235.45 35,000.00
HOUSTON TX 77072 1 03/12/99 00
0431273440 09 05/01/99 0
8862700 O 04/01/14
0
1895720 952/G01 F 190,000.00 ZZ
180 189,400.55 1
76 HARRISON ROAD 7.000 1,707.78 50
6.750 1,707.78 382,000.00
1
WAYNE NJ 07470 2 04/23/99 00
0431307958 05 06/01/99 0
99002876 O 05/01/14
0
1895878 830/G01 F 114,000.00 ZZ
120 112,687.89 1
2507 MAPLEVIEW COURT SE 7.125 1,330.99 66
6.875 1,330.99 175,000.00
KENTWOOD MI 49508 2 03/22/99 00
0431279124 05 05/01/99 0
533843 O 04/01/09
0
1895920 026/G01 F 283,300.00 ZZ
180 281,428.33 1
3648 GLENBARRY CIRCLE 6.500 2,467.85 71
6.250 2,467.85 400,000.00
FAYETTEVILLE NC 28314 2 03/24/99 00
0431279256 05 05/01/99 0
0200524062 O 04/01/14
0
1896022 B65/G01 F 376,000.00 ZZ
180 373,594.71 1
3000 OBSERVATORY AVENUE 6.875 3,353.38 80
6.625 3,353.38 470,000.00
CINCINNATI OH 45208 2 03/26/99 00
0431278985 05 05/01/99 0
0000 O 04/01/14
0
1896066 E33/G01 F 640,000.00 ZZ
180 636,036.76 1
20 SEAWATCH DRIVE 7.250 5,842.32 65
7.000 5,842.32 985,000.00
BOCA GRANDE FL 33921 1 03/31/99 00
0431284629 03 05/01/99 0
295263548 O 04/01/14
0
1896449 M65/G01 F 311,720.00 ZZ
180 310,757.73 1
8 WILDWOOD COURT 7.250 2,845.58 80
7.000 2,845.58 389,650.00
EAST ISLIP NY 11730 1 04/14/99 00
0431289842 05 06/01/99 0
0000 O 05/01/14
0
1
1896513 026/G01 F 320,000.00 ZZ
180 317,863.12 1
117 LOGANBERRY CIRCLE 6.375 2,765.61 77
6.125 2,765.61 420,000.00
GOOSE CREEK SC 29445 2 03/26/99 00
0431282763 03 05/01/99 0
0200414810 O 04/01/14
0
1896534 A50/A50 F 272,984.00 ZZ
180 271,137.14 1
8548 WILL KEITH ROAD 6.875 2,434.62 41
6.625 2,434.62 675,000.00
TRUSSVILLE AL 35173 5 03/15/99 00
121480 05 05/01/99 0
121480 O 04/01/14
0
1896552 H22/G01 F 150,000.00 ZZ
180 149,030.06 1
23-95 32ND STREET 6.750 1,327.36 53
6.500 1,327.36 285,000.00
ASTORIA NY 11105 1 04/01/99 00
0431275726 05 05/01/99 0
9902016 O 04/01/14
0
1896561 637/G01 F 117,700.00 ZZ
180 116,592.11 1
13951 MEACHAM ROAD 7.000 1,057.92 55
6.750 1,057.92 214,000.00
BAKERSFIELD CA 93312 1 03/19/99 00
0431282904 05 05/01/99 0
0013939939 O 04/01/14
0
1896581 116/116 F 400,000.00 ZZ
180 397,413.49 1
30 SOUTH WINDSAIL PLACE 6.750 3,539.63 56
6.500 3,539.63 714,750.00
THE WOODLANDS TX 77381 1 03/29/99 00
000 03 05/01/99 0
000 O 04/01/14
0
1896590 975/G01 F 384,850.00 ZZ
180 382,440.79 1
1
1511 RUBY COURT 7.125 3,486.09 70
6.875 3,486.09 549,855.00
DIAMOND BAR CA 91765 1 03/30/99 00
0431282664 03 05/01/99 0
991020 O 04/01/14
0
1896591 975/G01 F 650,000.00 ZZ
180 645,841.94 1
260 SOUTH EL CAMINO DRIVE 6.875 5,797.05 65
6.625 5,797.05 1,000,000.00
BEVERLY HILLS CA 90212 2 03/22/99 00
0431281203 05 05/01/99 0
990661 O 04/01/14
0
1896596 975/G01 F 546,000.00 ZZ
180 542,469.38 1
3352 MEDALLION COURT 6.750 4,831.61 70
6.500 4,831.61 780,000.00
PLEASANTON CA 94588 2 03/19/99 00
0431283282 03 05/01/99 0
000 O 04/01/14
0
1896757 K65/G01 F 408,900.00 ZZ
180 407,581.67 1
3465 LAKESHORE DRIVE 6.750 3,618.39 57
6.500 3,618.39 720,000.00
CUMMING GA 30041 1 04/26/99 00
0431305572 05 06/01/99 0
49929728 O 05/01/14
0
1896768 L76/G01 F 44,800.00 ZZ
180 43,526.58 1
1707 NORTH FIRE ROAD 7.550 416.58 52
7.300 416.58 87,000.00
TWINING MI 48766 2 03/25/99 00
0431281757 05 05/01/99 0
0000 O 04/01/14
0
1896857 638/G01 F 108,500.00 ZZ
180 107,705.35 1
472 POND STREET 6.875 967.66 62
6.625 967.66 177,000.00
BRAINTREE MA 02184 2 03/23/99 00
0431276146 05 05/01/99 0
1
8853562 O 04/01/14
0
1896863 638/G01 F 85,000.00 ZZ
180 84,462.10 1
3136 GLENWAY DRIVE 7.000 764.00 19
6.750 764.00 450,000.00
NORTHBROOK IL 60062 2 03/24/99 00
0431276245 05 05/01/99 0
8866572 O 04/01/14
0
1896883 638/G01 F 57,600.00 ZZ
180 57,223.52 1
541 KIRKWOOD DRIVE 6.625 505.72 80
6.375 505.72 72,000.00
DALLAS TX 75218 1 03/31/99 00
0431276138 05 05/01/99 0
8870895 O 04/01/14
0
1896898 L48/G01 F 38,000.00 ZZ
180 37,881.41 1
3901 13 MILE ROAD 7.125 344.22 16
6.875 344.22 245,000.00
ROCKFORD MI 49341 5 03/29/99 00
0431277623 05 06/01/99 0
0000 O 05/01/14
0
1896924 B64/B64 F 385,000.00 ZZ
180 383,704.13 1
858 APPENZELL DR 6.250 3,301.08 80
6.000 3,301.08 481,500.00
HUMMELSTOWN PA 17036 2 03/30/99 00
00069515 05 06/01/99 0
00069515 O 05/01/14
0
1897046 593/G01 F 310,000.00 ZZ
180 308,016.92 1
480 W RIDGELINE DRIVE 6.875 2,764.75 70
6.625 2,764.75 448,000.00
BOISE ID 83702 5 03/22/99 00
0431280486 03 05/01/99 0
0006039945 O 04/01/14
0
1
1897049 593/593 F 265,000.00 ZZ
180 258,981.02 1
4268 NW BOXWOOD DRIVE 6.875 2,363.42 80
6.625 2,363.42 331,250.00
CORVALLIS OR 97330 4 05/04/98 00
0006303523 05 12/01/98 0
0006303523 O 11/01/13
0
1897053 593/593 F 387,500.00 ZZ
180 377,412.36 1
727 E HIGHLAND VIEW DRIVE 6.875 3,455.94 80
6.625 3,455.94 484,400.00
BOISE ID 83702 1 09/29/98 00
0006023113 05 11/01/98 0
0006023113 O 10/01/13
0
1897109 K68/G01 F 480,000.00 ZZ
180 478,435.63 1
133 CHANTILLY DRIVE 6.625 4,214.37 80
6.375 4,214.37 607,500.00
MADISON MS 39110 2 04/05/99 00
0431279769 05 06/01/99 0
0978155 O 05/01/14
0
1897143 638/G01 F 398,250.00 ZZ
180 395,671.02 1
7752 WHITEGATE AVENUE 7.000 3,579.58 90
6.750 3,579.58 442,500.00
RIVERSIDE CA 92506 1 03/29/99 14
0431277565 05 05/01/99 12
8867748 O 04/01/14
0
1897233 E84/G01 F 226,100.00 ZZ
180 224,699.86 1
9709 DIVOT DRIVE 7.250 2,063.98 72
7.000 2,063.98 317,000.00
GRANBURY TX 76049 2 03/22/99 00
0431279363 03 05/01/99 0
32600199 O 04/01/14
0
1897376 E82/G01 F 260,000.00 ZZ
180 259,170.76 1
902 SOUTH GEORGE STREET 6.875 2,318.82 79
6.625 2,318.82 330,000.00
1
YORK PA 17403 2 04/02/99 00
0400189957 05 06/01/99 0
1514125 O 05/01/14
0
1897377 Q05/G01 F 104,000.00 ZZ
180 103,362.95 1
77 SCRIBNER ROAD 7.375 956.72 60
7.125 956.72 175,000.00
TYNGSBORO MA 01879 2 03/31/99 00
0431292861 05 05/01/99 0
00 O 04/01/14
0
1897503 E83/G01 F 68,000.00 ZZ
180 67,517.69 1
77 LITTLE YORK ROAD 7.375 625.55 80
7.125 625.55 85,000.00
WARWICK NY 10990 1 03/16/99 00
0431279934 05 05/01/99 0
98120045 O 04/01/14
0
1897542 369/G01 F 252,000.00 ZZ
180 250,387.94 1
6443 DRY BARLEY LANE 6.875 2,247.48 80
6.625 2,247.48 315,000.00
COLUMBIA MD 21045 2 03/15/99 00
0431281278 05 05/01/99 0
71307540 O 04/01/14
0
1897574 956/G01 F 375,000.00 ZZ
180 372,601.13 1
3038 DANISH RIDGE RIDGE WAY 6.875 3,344.45 60
6.625 3,344.45 630,000.00
SALT LAKE CITY UT 84121 5 03/26/99 00
0431280775 05 05/01/99 0
409030047 O 04/01/14
0
1897917 638/G01 F 363,080.00 ZZ
180 358,828.15 1
5846 COBBLESTONE DRIVE 6.875 3,238.14 54
6.625 3,238.14 675,000.00
OSAGE BEACH MO 65065 2 03/25/99 00
0431281542 05 05/01/99 0
8863315 O 04/01/14
0
1
1897922 638/G01 F 272,000.00 ZZ
180 270,278.71 1
636 TEWKESBURY LANE 7.000 2,444.81 80
6.750 2,444.81 340,000.00
SEVERNA PARK MD 21146 5 03/22/99 00
0431282359 05 05/01/99 0
8862455 O 04/01/14
0
1897977 624/G01 F 310,400.00 ZZ
180 308,392.85 1
4941 NORTH VAN NESS BOULEVARD 6.750 2,746.76 80
6.500 2,746.76 388,000.00
FRESNO CA 93704 1 03/18/99 00
0431279660 05 05/01/99 0
29500290206 O 04/01/14
0
1898205 664/G01 F 335,600.00 ZZ
180 332,300.57 1
528 CATALPA ROAD 6.625 2,946.55 67
6.375 2,946.55 501,000.00
ARCADIA CA 91007 2 02/24/99 00
0431284561 05 04/01/99 0
3020260 O 03/01/14
0
1898470 356/G01 F 388,000.00 ZZ
180 385,544.60 1
2199 GLANCY COURT 7.000 3,487.46 78
6.750 3,487.46 500,000.00
CARMICHAEL CA 95608 2 03/23/99 00
0431280700 05 05/01/99 0
2706349 O 04/01/14
0
1898592 168/168 F 408,000.00 ZZ
180 405,333.24 1
104 GLEN HOLLOW ROAD 6.625 3,582.21 80
6.375 3,582.21 510,000.00
SLINGERLANDS NY 12159 2 03/23/99 00
0249380315 05 05/01/99 0
0249380315 O 04/01/14
0
1898596 757/G01 F 357,000.00 T
180 355,849.00 1
1
1 MARSH ISLAND LANE 6.750 3,159.13 51
6.500 3,159.13 700,000.00
SAVANNAH GA 31411 2 04/07/99 00
0431283530 03 06/01/99 0
8435216 O 05/01/14
0
1898597 893/G01 F 380,000.00 ZZ
180 377,516.24 1
715 ACACIA DRIVE 6.625 3,336.38 72
6.375 3,336.38 534,000.00
BURLINGAME CA 94010 2 03/25/99 00
0431279785 05 05/01/99 0
99020780 O 04/01/14
0
1898605 077/077 F 315,000.00 ZZ
180 312,837.52 1
15861 ASHVILLE LN 6.875 2,809.34 63
6.625 2,809.34 500,000.00
GRANGER IN 46530 2 03/26/99 00
440986 05 05/01/99 0
440986 O 04/01/14
0
1898620 638/G01 F 275,000.00 ZZ
180 273,221.77 1
800 HARBOR ISLAND 6.750 2,433.50 57
6.500 2,433.50 490,000.00
CLEARWATER FL 33767 2 03/19/99 00
0431283860 05 05/01/99 0
8866521 O 04/01/14
0
1898702 961/G01 F 105,500.00 ZZ
180 104,610.44 2
10336 RALPH STREET A&B 6.625 926.28 50
6.375 926.28 215,000.00
EL MONTE CA 91731 2 03/16/99 00
0431280189 05 05/01/99 0
09112213 O 04/01/14
0
1899042 356/G01 F 307,000.00 ZZ
180 305,057.19 1
702 MONTE ROSA DRIVE 7.000 2,759.41 54
6.750 2,759.41 575,000.00
MENLO PARK CA 94025 2 03/18/99 00
0431284439 01 05/01/99 0
1
2724862 O 04/01/14
0
1899045 356/G01 F 261,500.00 ZZ
180 253,468.02 1
2172 CHARDONNAY WAY 7.000 2,350.44 39
6.750 2,350.44 675,000.00
LIVERMORE CA 94550 2 03/16/99 00
0431292309 05 05/01/99 0
2722528 O 04/01/14
0
1899118 Q89/G01 F 225,278.53 ZZ
148 224,348.93 1
4101 N OCEAN BLVD #1204 D 7.500 2,337.59 70
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BOCA RATON FL 33431 1 04/09/99 00
0430054023 06 06/01/99 0
1531933 O 09/01/11
0
1899196 956/G01 F 300,000.00 ZZ
180 297,235.02 1
278 SOUTH SHORELINE BOULEVARD 7.375 2,759.77 53
7.125 2,759.77 575,000.00
MOUNTAIN VIEW CA 94041 1 02/04/99 00
0431287697 05 04/01/99 0
209010444 O 03/01/14
0
1899216 624/G01 F 535,200.00 ZZ
180 533,529.74 1
383 PALOMAR AVENUE 7.125 4,848.01 80
6.875 4,848.01 669,000.00
PISMO BEACH CA 93449 1 04/05/99 00
0431281906 05 06/01/99 0
72002790236 O 05/01/14
0
1899233 638/G01 F 254,000.00 ZZ
180 252,409.93 1
732 SINGLEY DRIVE 7.125 2,300.81 62
6.875 2,300.81 410,000.00
MILPITAS CA 95035 2 03/25/99 00
0431285527 05 05/01/99 0
8871165 O 04/01/14
0
1
1899303 638/G01 F 297,000.00 ZZ
180 295,100.08 1
1106 MASSACHUSETTS AVENUE 6.875 2,648.81 40
6.625 2,648.81 750,000.00
LEXINGTON MA 02173 5 03/25/99 00
0431283464 05 05/01/99 0
8870712 O 04/01/14
0
1899476 E84/G01 F 55,650.00 ZZ
180 55,290.15 1
7041 EVANS AVENUE 6.750 492.45 59
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HOUSTON TX 77061 2 03/26/99 00
0431285766 05 05/01/99 0
32600196 O 04/01/14
0
1899547 Q89/G01 F 108,140.42 ZZ
148 107,694.19 1
10830 SW 38TH DRIVE 7.500 1,122.11 45
7.250 1,122.11 267,669.00
DAVIE FL 33328 1 04/13/99 00
0430063503 03 06/01/99 0
1534874 O 09/01/11
0
1899675 E45/G01 F 265,000.00 ZZ
180 261,338.56 1
45 TURTLE CREEK CIRCLE 6.375 2,290.26 64
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OLDSMAR FL 34677 1 03/01/99 00
0431283993 03 04/01/99 0
49079 O 03/01/14
0
1899686 026/G01 F 281,250.00 ZZ
180 280,352.98 1
3308 MADISON AVENUE 6.875 2,508.35 75
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GREENSBORO NC 27403 5 04/07/99 00
0431282698 05 06/01/99 0
0200480855 O 05/01/14
0
1899784 E33/G01 F 334,000.00 ZZ
180 332,899.67 1
340 KING MUIR ROAD 6.500 2,909.50 42
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1
LAKE FOREST IL 60045 2 04/09/99 00
0431286426 05 06/01/99 0
054344689 O 05/01/14
0
1899877 638/G01 F 119,500.00 ZZ
180 118,727.27 1
12982 WEST 61ST CIRCLE 6.750 1,057.47 66
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ARVADA CO 80004 2 03/26/99 00
0431287267 05 05/01/99 0
8861759 O 04/01/14
0
1899885 N44/G01 F 359,500.00 ZZ
120 355,276.67 1
1500 MANANA STREET 6.750 4,127.93 24
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AUSTIN TX 78730 2 03/31/99 00
0431288810 05 05/01/99 0
0000 O 04/01/09
0
1899894 638/G01 F 150,000.00 ZZ
180 148,986.37 1
6840 DORINDA DRIVE 6.625 1,316.99 75
6.375 1,316.99 200,000.00
RIVERSIDE CA 92503 2 03/26/99 00
0431287150 05 05/01/99 0
8857752 O 04/01/14
0
1899907 M29/G01 F 415,000.00 ZZ
180 413,676.40 1
7425 SOUTH UTICA STREET 6.875 3,701.20 73
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LITTLETON CO 80128 2 04/21/99 00
0431314087 03 06/01/99 0
0000 O 05/01/14
0
1899946 952/G01 F 300,000.00 ZZ
180 299,073.91 1
385 ESPLANADE PLACE 7.250 2,738.59 67
7.000 2,738.59 450,000.00
CLIFFSIDE PARK NJ 07010 1 04/12/99 00
0431287556 05 06/01/99 0
0000 O 05/01/14
0
1
1900174 811/G01 F 310,000.00 ZZ
180 300,011.29 1
197 HILLSIDE AVENUE 6.875 2,764.75 34
6.625 2,764.75 925,000.00
MENLOPARK CA 94025 2 04/05/99 00
0431288836 05 06/01/99 0
FM80019987 O 05/01/14
0
1900183 883/G01 F 128,250.00 ZZ
180 127,862.66 1
2334 ROCKMILL LANE 7.500 1,188.90 95
7.250 1,188.90 135,000.00
CONYERS GA 30013 2 04/01/99 14
0431285790 05 06/01/99 25
10006212 O 05/01/14
0
1900366 195/G01 F 468,000.00 ZZ
180 466,441.55 1
604 HARDSCRABBLE ROAD 6.375 4,044.70 80
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CHAPPAQUA NY 10514 1 04/09/99 00
0431284421 05 06/01/99 0
61133 O 05/01/14
0
1900384 411/411 F 265,600.00 ZZ
180 264,734.38 1
12 TRENTON STREET 6.625 2,331.95 80
#2 6.375 2,331.95 332,000.00
CHARLESTOWN MA 02129 1 04/12/99 00
20015235 01 06/01/99 0
20015235 O 05/01/14
0
1900397 638/G01 F 400,000.00 ZZ
180 397,413.47 1
5930 GREENBRIAR COURT 6.750 3,539.64 52
6.500 3,539.64 775,000.00
AGOURA HILLS CA 91301 5 03/17/99 00
0431293851 03 05/01/99 0
08819285 O 04/01/14
0
1900437 A06/G01 F 339,800.00 ZZ
180 338,692.55 1
1
28575 DANVERS COURT 6.625 2,983.43 51
6.375 2,983.43 670,000.00
FARMINGTON HILL MI 48334 2 04/21/99 00
0431307156 05 06/01/99 0
001000009901710 O 05/01/14
0
1900440 638/G01 F 255,000.00 ZZ
180 253,169.04 1
385 WOAK GLEN DRIVE 7.000 2,292.01 78
6.750 2,292.01 327,000.00
BARTLETT IL 60103 2 03/30/99 00
0431288620 05 05/01/99 0
08860738 O 04/01/14
0
1900450 638/G01 F 203,000.00 ZZ
180 201,687.33 1
6078 EAST PASEO CIMARRON 6.750 1,796.37 68
6.500 1,796.37 300,000.00
TUCSON AZ 85750 2 03/31/99 00
0431289313 03 05/01/99 0
08870904 O 04/01/14
0
1900471 593/593 F 317,500.00 ZZ
180 301,686.01 1
3116 LAURELWOOD DRIVE 6.875 2,831.64 62
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TWIN FALLS ID 83301 2 01/30/98 00
0007010606 05 04/01/98 0
0007010606 O 03/01/13
0
1900493 638/G01 F 100,000.00 ZZ
180 99,380.75 1
12249 BRIARDALE WAY 7.250 912.86 35
7.000 912.86 289,000.00
SAN DIEGO CA 92128 1 03/26/99 00
0431288695 03 05/01/99 0
08871148 O 04/01/14
0
1900497 638/G01 F 134,000.00 ZZ
180 133,188.07 1
34 TOWER FARM ROAD 7.500 1,242.20 69
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BILLARICA MA 01821 2 03/17/99 00
0431289321 05 05/01/99 0
1
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0
1900603 550/550 F 1,000,000.00 ZZ
180 996,677.14 1
733 PONTE VEDRA BOULEVARD 6.400 8,656.19 49
6.150 8,656.19 2,045,000.00
PONTE VEDRA BEA FL 32082 1 04/13/99 00
120290544 05 06/01/99 0
120290544 O 05/01/14
0
1900615 026/G01 F 450,300.00 ZZ
180 448,879.32 1
733 WOODSON PLACE 7.000 4,047.43 57
6.750 4,047.43 800,000.00
MANAKIN-SABOT VA 23103 5 04/07/99 00
0431284157 03 06/01/99 0
200066277 O 05/01/14
0
1900624 K79/G01 F 200,000.00 ZZ
180 200,000.00 1
21 NONESUCH ROAD 6.875 1,783.71 47
6.625 1,783.71 433,500.00
WESTON MA 02493 1 05/07/99 00
0431320217 05 07/01/99 0
122980349472 O 06/01/14
0
1900765 E82/G01 F 715,000.00 ZZ
180 712,744.21 1
225 2ND STREET SOUTH #D-8 7.000 6,426.62 65
6.750 6,426.62 1,100,000.00
KIRKLAND WA 98033 2 04/12/99 00
0400196309 01 06/01/99 0
1637819 O 05/01/14
0
1900778 356/G01 F 362,000.00 ZZ
180 360,857.91 1
230 KIMBER PARK COURT 7.000 3,253.76 54
6.750 3,253.76 675,000.00
FREMONT CA 94539 2 03/23/99 00
0431286780 05 06/01/99 0
2728566 O 05/01/14
0
1
1900857 195/G01 F 555,000.00 ZZ
180 553,229.89 1
615 OSAGE DRIVE 6.875 4,949.80 66
6.625 4,949.80 850,000.00
PITTSBURGH PA 15243 5 04/07/99 00
0431291020 05 06/01/99 0
62342 O 05/01/14
0
1900962 813/813 F 200,000.00 ZZ
180 199,348.18 1
99011 IWAIWA WAY 6.625 1,755.99 56
6.375 1,755.99 360,000.00
AIEA HI 96701 2 03/31/99 00
000 05 06/01/99 0
000 O 05/01/14
0
1900980 638/G01 F 128,500.00 ZZ
180 127,635.22 1
72 COLONY CIRCLE 6.750 1,137.11 69
6.500 1,137.11 187,500.00
WESTFORD MA 01085 2 03/29/99 00
0431294461 05 05/01/99 0
8868031 O 04/01/14
0
1900984 638/G01 F 266,630.00 ZZ
180 264,868.48 1
4509 WILDWOOD ROAD 6.500 2,322.63 69
6.250 2,322.63 390,000.00
DALLAS TX 75209 2 03/31/99 00
0431294495 05 05/01/99 0
8871463 O 04/01/14
0
1900988 638/G01 F 124,000.00 ZZ
180 123,198.17 1
10855 SQUAW BUSH LOOP 6.750 1,097.29 58
6.500 1,097.29 217,000.00
PEYTON CO 80831 2 03/31/99 00
0431294305 05 05/01/99 0
8859210 O 04/01/14
0
1901009 638/G01 F 365,000.00 ZZ
180 363,823.21 1
3135 YORKSHIRE WAY 6.750 3,229.92 67
6.500 3,229.92 550,000.00
1
ROWLAND HEIGHTS CA 91748 2 03/31/99 00
0431293810 05 06/01/99 0
8870939 O 05/01/14
0
1902061 N96/G01 F 200,000.00 ZZ
180 199,389.32 1
4222 EAST BROWN ROAD #8 7.375 1,839.85 42
7.125 1,839.85 477,000.00
MESA AZ 85205 1 04/12/99 00
0431293935 03 06/01/99 0
0000 O 05/01/14
0
1902087 462/G01 F 323,750.00 ZZ
180 320,532.92 1
1617 MADRID STREET 6.500 2,820.22 78
6.250 2,820.22 420,000.00
CORAL GABLES FL 33134 2 02/19/99 00
0431295633 05 04/01/99 0
0006546709 O 03/01/14
0
1902091 Q89/G01 F 102,573.41 ZZ
153 102,171.27 1
3381 SW 51ST STREET 7.500 1,043.22 69
7.250 1,043.22 149,304.00
HOLLYWOOD FL 33312 1 04/15/99 00
0410340863 03 06/01/99 0
1555545 O 02/01/12
0
1902092 069/G01 F 380,000.00 ZZ
180 377,569.12 1
8 SALZBURG STREET 6.875 3,389.05 80
#45 6.625 3,389.05 480,000.00
NEWPORT BEACH CA 92660 2 03/22/99 00
0431288323 01 05/01/99 0
236233567 O 04/01/14
0
1902093 462/G01 F 268,800.00 ZZ
180 266,100.37 1
1464 SAPHIRE DRIVE 6.375 2,323.11 80
6.125 2,323.11 336,000.00
CARLSBAD CA 92009 1 02/22/99 00
0431295575 03 04/01/99 0
0006619209 O 03/01/14
0
1
1902094 462/G01 F 367,000.00 ZZ
180 363,391.87 1
15636 SW 17TH STREET 6.625 3,222.24 79
6.375 3,222.24 465,890.00
DAVIE FL 33326 1 02/26/99 00
0431295617 03 04/01/99 0
0005738505 O 03/01/14
0
1902095 462/G01 F 335,350.00 ZZ
180 333,227.79 1
3513 RAFTER RIDGE DRIVE 7.000 3,014.23 63
6.750 3,014.23 535,381.00
SAN JOSE CA 95127 1 03/24/99 00
0431294412 05 05/01/99 0
0006553101 O 04/01/14
0
1902138 462/G01 F 315,100.00 ZZ
180 311,968.90 1
1525 SCHRAMM WAY 6.500 2,744.86 60
6.250 2,744.86 525,143.00
SAN JOSE CA 95127 1 02/05/99 00
0431295823 05 04/01/99 0
0006027304 O 03/01/14
0
1902148 462/G01 F 300,000.00 ZZ
180 297,050.55 1
6422 FORESTER DRIVE 6.625 2,633.99 33
6.375 2,633.99 910,000.00
HUNTINGTON BEAC CA 92648 1 02/02/99 00
0431295591 03 04/01/99 0
0006478200 O 03/01/14
0
1902253 664/G01 F 197,000.00 ZZ
180 195,739.78 1
2627 WOODSTOCK LANE 6.875 1,756.96 45
6.625 1,756.96 440,000.00
BURBANK CA 91504 2 03/25/99 00
0431290832 05 05/01/99 0
2914604 O 04/01/14
0
1902284 B64/B64 F 375,000.00 ZZ
144 373,359.04 1
1
10 PHEASANT LANE 7.250 3,906.59 75
7.000 3,906.59 500,000.00
CHADDS FORD PA 19317 5 04/09/99 00
70243 05 06/01/99 0
70243 O 05/01/11
0
1902306 E33/G01 F 316,000.00 ZZ
180 314,981.18 1
120 STONE 6.750 2,796.32 68
6.500 2,796.32 465,000.00
LAKE FOREST IL 60045 2 04/12/99 00
0431295344 05 06/01/99 0
349467241 O 05/01/14
0
1902311 E33/G01 F 357,000.00 ZZ
180 354,749.00 1
373 SUSSEX LANE 6.750 3,159.13 59
6.500 3,159.13 615,000.00
LAKE FOREST IL 60045 2 04/14/99 00
0431295195 05 06/01/99 0
331401723 O 05/01/14
0
1902321 638/G01 F 500,000.00 ZZ
180 498,370.45 1
2856 STIRRUP DRIVE 6.625 4,389.97 79
6.375 4,389.97 635,000.00
OAKLEY CA 94561 5 04/05/99 00
0431294776 05 06/01/99 0
8874549 O 05/01/14
0
1902344 638/G01 F 124,800.00 ZZ
180 124,406.26 1
1431 6TH AVENUE 7.000 1,121.74 80
6.750 1,121.74 156,000.00
OAKLAND CA 94606 2 04/06/99 00
0431295369 05 06/01/99 0
8872068 O 05/01/14
0
1902356 638/G01 F 211,200.00 ZZ
180 209,863.45 1
11857 MISSOURI AVENUE 7.000 1,898.33 80
6.750 1,898.33 264,000.00
LOS ANGELES CA 90025 1 03/26/99 00
0431294792 05 05/01/99 0
1
8869935 O 04/01/14
0
1902420 638/G01 F 120,000.00 ZZ
180 119,232.35 1
5803 BERKSHIRE RIDGE DRIVE 6.875 1,070.23 65
6.625 1,070.23 185,931.00
SUGAR LAND TX 77479 1 03/31/99 00
0431291277 03 05/01/99 0
08857606 O 04/01/14
0
1902614 287/287 F 300,000.00 ZZ
180 298,109.70 1
6528 DAWSON LAKE DR 7.050 2,704.88 59
6.800 2,704.88 515,000.00
INDIANAPOLIS IN 46220 2 03/25/99 00
4773842 03 05/01/99 0
4773842 O 04/01/14
0
1902693 E23/G01 F 144,000.00 ZZ
180 143,545.69 1
19235 FARALLON ROAD 7.000 1,294.31 80
6.750 1,294.31 180,000.00
MMADERA CA 93638 5 04/06/99 00
0431290063 05 06/01/99 0
50506519 O 05/01/14
0
1902719 144/144 F 325,000.00 ZZ
180 322,920.96 1
347 PLEASANT HILL DRIVE 6.875 2,898.53 44
6.625 2,898.53 740,000.00
NEW CITY NY 10956 5 03/25/99 00
160638999 05 05/01/99 0
160638999 O 04/01/14
0
1902722 144/144 F 109,000.00 ZZ
180 108,652.36 1
436 PEAK ROAD 6.875 972.12 67
6.625 972.12 165,000.00
STONE RIDGE NY 12484 5 04/13/99 00
160640532 05 06/01/99 0
160640532 O 05/01/14
0
1
1902724 144/144 F 349,600.00 ZZ
180 347,281.06 1
LOT #7 CUNNINGHAM LANE 6.875 3,117.92 80
6.625 3,117.92 437,000.00
PAWLING NY 12564 5 03/18/99 00
160631424 05 05/01/99 0
160631424 O 04/01/14
0
1902775 367/367 F 262,500.00 ZZ
180 260,784.26 1
14509 JAYSTONE DRIVE 6.625 2,304.73 75
6.375 2,304.73 350,000.00
SILVER SPRING MD 20905 2 03/25/99 00
99108328 05 05/01/99 0
99108328 O 04/01/14
0
1902779 287/287 F 350,000.00 ZZ
180 347,775.48 1
6759 THOROUGHBRED DRIVE 6.950 3,136.13 39
6.700 3,136.13 900,000.00
INDIANAPOLIS IN 46278 2 03/25/99 00
5491501 05 05/01/99 0
5491501 O 04/01/14
0
1902789 287/287 F 288,000.00 ZZ
180 286,185.30 1
3230 MARY KAY LANE 7.050 2,596.69 80
6.800 2,596.69 360,000.00
GLENVIEW IL 60025 5 03/16/99 00
5590906 05 05/01/99 0
5590906 O 04/01/14
0
1902824 287/287 F 272,000.00 ZZ
180 270,271.23 1
540 GLENWOOD AVE 6.950 2,437.22 67
6.700 2,437.22 410,000.00
MUSKEGON MI 49445 5 03/19/99 00
5812037 05 05/01/99 0
5812037 O 04/01/14
0
1902880 E98/G01 F 266,250.00 ZZ
180 266,250.00 1
2722 MEADOWROSE BLVD 7.000 2,393.13 75
6.750 2,393.13 355,000.00
1
ST CLOUD MN 56301 5 05/10/99 00
0431342096 05 07/01/99 0
887409777 O 06/01/14
0
1903004 369/G01 F 594,000.00 ZZ
180 592,084.88 1
889 COUNTRY LANE 6.750 5,256.37 72
6.500 5,256.37 825,000.00
HOUSTON TX 77024 1 04/09/99 00
0431303643 03 06/01/99 0
71346035 O 05/01/14
0
1903008 144/144 F 560,000.00 ZZ
180 556,300.27 1
55 PENN BOULEVARD 6.500 4,878.20 44
6.250 4,878.20 1,282,000.00
SCARSDALE NY 10583 5 03/29/99 00
3232474 05 05/01/99 0
3232474 O 04/01/14
0
1903023 E82/G01 F 184,500.00 ZZ
180 183,905.15 1
5210 WINDING WAY 6.750 1,632.66 63
6.500 1,632.66 295,000.00
CARMICHAEL CA 95608 2 04/14/99 00
0400196622 05 06/01/99 0
1570121 O 05/01/14
0
1903054 Q89/G01 F 107,734.46 ZZ
154 106,525.84 1
2068 NW 100 WAY 7.500 1,091.45 65
7.250 1,091.45 167,000.00
CORAL SPRINGS FL 33071 5 04/15/99 00
0410348072 05 06/01/99 0
1557954 O 03/01/12
0
1903140 E33/G01 F 300,000.00 ZZ
180 227,700.45 1
1090 S WEST FORK DRIVE 6.750 2,654.73 75
6.500 2,654.73 400,000.00
LAKE FOREST IL 60045 5 04/15/99 00
0431296987 05 06/01/99 0
394446858 O 05/01/14
0
1
1903188 356/G01 F 271,450.00 ZZ
180 270,593.59 1
1305 HAREFIELD COURT 7.000 2,439.87 71
6.750 2,439.87 384,000.00
SAN JOSE CA 95131 2 03/24/99 00
0431289339 05 06/01/99 0
2757623 O 05/01/14
0
1903190 E82/G01 F 182,100.00 ZZ
180 181,525.48 1
16 BUCKINGHAM DRIVE 7.000 1,636.77 69
6.750 1,636.77 265,000.00
HOLBROOK NY 11741 2 05/03/99 00
0400191946 05 06/01/99 0
1564398 O 05/01/14
0
1903245 961/G01 F 121,600.00 ZZ
180 120,805.20 1
2643 LA PRESA AVENUE 6.625 1,067.64 80
6.375 1,067.64 152,000.00
ROSEMEAD CA 91770 2 03/26/99 00
0431297290 05 05/01/99 0
09112283 O 04/01/14
0
1903292 B75/G01 F 370,000.00 ZZ
180 368,819.93 1
2420 LANDWEHR ROAD 6.875 3,299.86 74
6.625 3,299.86 500,000.00
NORTHBROOK IL 60062 5 04/06/99 00
0431300912 05 06/01/99 0
6588834 O 05/01/14
0
1903306 Q89/G01 F 111,355.99 ZZ
156 111,355.99 1
9440 DYSON ROAD 7.500 1,119.54 63
7.250 1,119.54 177,000.00
BRANDYWINE MD 20613 5 04/19/99 00
0410406060 05 07/01/99 0
1590385 O 06/01/12
0
1903311 Q89/G01 F 85,844.41 ZZ
147 85,844.41 1
1
271 FERRY STREET 7.500 894.45 52
7.250 894.45 168,000.00
MARSHFIELD MA 02050 5 04/20/99 00
0430063446 05 07/01/99 0
1534863 O 09/01/11
0
1903313 731/G01 F 110,000.00 ZZ
180 109,664.12 1
229 UNION STREET 7.375 1,011.92 63
7.125 1,011.92 175,000.00
BRUNSWICK GA 31520 5 04/09/99 00
0431289594 05 06/01/99 0
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1903882 J95/J95 F 300,000.00 ZZ
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1903940 J95/J95 F 311,000.00 ZZ
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1903946 J95/J95 F 600,000.00 ZZ
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1903950 J95/J95 F 410,000.00 ZZ
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PHOENIX AZ 85020 2 03/01/99 00
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1903958 J95/J95 F 300,000.00 ZZ
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EDMOND OK 73034 2 03/10/99 00
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1903989 550/550 F 930,000.00 ZZ
180 927,001.59 1
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PIEDMONT CA 94610 2 04/02/99 00
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1904044 356/G01 F 342,000.00 ZZ
180 339,056.38 1
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0431296391 05 06/01/99 0
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1904046 069/G01 F 106,500.00 ZZ
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1930 MACKINNON AVENUE 6.875 949.83 32
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ENCINITAS CA 92007 2 03/02/99 00
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1904114 K56/G01 F 301,500.00 ZZ
180 300,548.78 1
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0431336155 05 07/01/99 0
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1904283 638/G01 F 399,200.00 ZZ
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CARLISLE MA 01741 5 04/15/99 00
0431302009 05 06/01/99 0
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1904293 638/G01 F 172,000.00 ZZ
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0431301977 05 06/01/99 0
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1904420 964/G01 F 191,250.00 ZZ
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TURLOCK CA 95380 2 03/30/99 00
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1
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1904515 J95/J95 F 363,750.00 ZZ
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ACTON MA 01720 5 03/11/99 00
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0
1904524 J95/J95 F 392,000.00 ZZ
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OKLAHOMA CITY OK 73013 2 03/09/99 00
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1904528 J95/J95 F 304,000.00 ZZ
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1204 NORTH OAKRIDGE COURT 6.750 2,690.13 76
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1
1904530 J95/J95 F 400,000.00 ZZ
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9817 ORCHID CIRCLE 6.875 2,381.26 70
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1904541 J95/J95 F 315,000.00 ZZ
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1
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RENO NV 89509 5 12/07/98 00
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1904548 J95/J95 F 290,000.00 ZZ
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214 WICKFORD POINT ROAD 6.625 2,546.19 80
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NORTH KINGSTOWN RI 02852 2 03/19/99 00
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1904554 J95/J95 F 300,000.00 ZZ
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1904556 638/G01 F 77,900.00 ZZ
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BRIDGEPORT CT 06604 2 04/09/99 00
0431304914 05 06/01/99 0
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0
1
1904578 J95/J95 F 599,000.00 ZZ
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PASADENA MD 21122 2 03/05/99 00
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1904582 638/G01 F 385,000.00 ZZ
180 383,772.09 1
6050 VIA MADRID 6.875 3,433.64 74
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GRANITE BAY CA 95746 5 04/07/99 00
0431302249 03 06/01/99 0
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1904583 J95/J95 F 283,000.00 ZZ
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6270 MOJAVE DRIVE 7.125 2,563.51 59
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SAN JOSE CA 95120 2 03/17/99 00
001663700 05 05/01/99 0
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1904585 J95/J95 F 264,000.00 ZZ
180 261,037.30 1
1440 MERION DRIVE 6.625 2,317.90 80
6.375 2,317.90 330,000.00
ROCKWALL TX 75087 2 02/05/99 00
0013389986 05 04/01/99 0
0013389986 O 03/01/14
0
1904590 J95/J95 F 838,700.00 ZZ
165 832,608.24 1
2575 INGLESIDE FARM WEST 7.000 7,929.44 70
6.750 7,929.44 1,200,000.00
GERMANTOWN TN 38139 2 03/30/99 00
0005948971 05 05/01/99 0
0005948971 O 01/01/13
0
1904597 637/G01 F 435,000.00 ZZ
180 432,064.04 1
1
30512 PASEO DEL VALLE 6.250 3,729.79 69
6.000 3,729.79 635,000.00
LAGUNA NIGUEL CA 92677 1 03/25/99 00
0431317320 05 05/01/99 0
0011087202 O 04/01/14
0
1904598 J95/J95 F 287,000.00 ZZ
180 284,208.39 1
13884 EAST BELLEWOOD DRIVE 6.750 2,539.70 74
6.500 2,539.70 390,000.00
AURORA CO 80015 2 02/26/99 00
0016597809 05 04/01/99 0
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0
1904601 637/G01 F 278,000.00 ZZ
180 273,522.76 1
7524 COVE TERRACE 7.250 2,537.76 70
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SARASOTA FL 34321 2 04/01/99 00
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0
1904602 J95/J95 F 490,000.00 ZZ
180 485,233.86 1
6115 BRADLEY BOULEVARD 6.750 4,336.06 57
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BETHESDA MD 20817 2 03/04/99 00
0016626756 05 04/01/99 0
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0
1904606 637/G01 F 557,000.00 ZZ
180 555,261.71 1
22220 ROLLING HILLS LANE 7.125 5,045.48 63
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YORBA LINDA CA 92686 5 04/02/99 00
0431308261 05 06/01/99 0
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0
1904607 637/G01 F 522,500.00 ZZ
180 520,851.54 1
16230 MAYA WAY 7.000 4,696.38 42
6.750 4,696.38 1,250,000.00
LOS GATOS CA 95032 5 04/05/99 00
0431318807 05 06/01/99 0
1
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0
1904620 P48/G01 F 44,500.00 ZZ
180 44,500.00 1
5142 85TH ST NE 7.500 412.52 30
2 7.250 412.52 150,000.00
MONTICELLO MN 55362 2 04/30/99 00
0431312479 05 07/01/99 0
2116FS O 06/01/14
0
1904668 J95/J95 F 330,000.00 ZZ
180 327,866.10 1
3098 AUGUSTINE HERNAN HIGHWAY 6.750 2,920.21 51
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CHESAPEAKE CITY MD 21915 2 03/05/99 00
0009705898 05 05/01/99 0
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0
1904671 J95/J95 F 278,400.00 ZZ
180 276,580.33 1
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TIGARD OR 97223 2 03/22/99 00
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180 347,687.66 1
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LAKE OSWEGO OR 97034 2 03/05/99 00
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0
1904673 J95/J95 F 340,000.00 ZZ
180 337,744.58 1
14804 MAPLELAKE DRIVE 7.250 3,103.73 80
7.000 3,103.73 425,000.00
OKLAHOMA CITY OK 73013 1 03/12/99 00
0013985924 03 05/01/99 0
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0
1
1904674 J95/J95 F 438,400.00 ZZ
180 435,595.55 1
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WASHINGTON DC 20012 2 03/24/99 00
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0
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180 207,350.87 1
3962 WHITE PINE DRIVE 7.125 1,884.13 80
6.875 1,884.13 260,000.00
DEWITT MI 48820 2 04/23/99 00
0400195830 05 06/01/99 0
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0
1904695 B64/B64 F 375,000.00 ZZ
180 373,790.97 1
2112 STOPPER DRIVE 6.750 3,318.41 75
6.500 3,318.41 500,000.00
MONTOURSVILLE PA 17754 5 04/20/99 00
90352 05 06/01/99 0
90352 O 05/01/14
0
1904734 N12/G01 F 240,000.00 ZZ
180 239,234.55 1
2950 OBSERVATORY AVE 6.875 2,140.45 67
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CINCINNATI OH 45208 2 04/12/99 00
0431309202 05 06/01/99 0
0 O 05/01/14
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1904744 E45/E45 F 450,000.00 ZZ
180 448,580.27 1
6969 SE 14TH COURT 7.000 4,044.73 75
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OCALA FL 34480 1 04/16/99 00
9812118 05 06/01/99 0
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0
1904751 E87/G01 F 240,000.00 ZZ
180 239,234.55 1
3829 LINCOLN ROAD 6.875 2,140.45 53
6.625 2,140.45 460,000.00
1
SANTA BARBARA CA 93110 2 04/07/99 00
0431300128 05 06/01/99 0
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0
1904757 J55/G01 F 285,000.00 ZZ
180 285,000.00 1
6851 SW 106TH ST 7.250 2,601.66 67
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PINECREST FL 33156 5 04/30/99 00
0431315662 05 07/01/99 0
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0
1904796 593/593 F 290,000.00 ZZ
180 286,308.08 1
1909 BAYWOOD DRIVE 7.000 2,606.61 57
6.750 2,606.61 515,000.00
SALT LAKE CITY UT 84117 5 01/12/99 00
0007116361 05 03/01/99 0
0007116361 O 02/01/14
0
1904807 588/G01 F 310,000.00 ZZ
180 309,011.29 1
1941 MOUNTAIN TOP ROAD 6.875 2,764.75 68
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BRIDGEWATER TOW NJ 08807 2 04/08/99 00
0431302504 05 06/01/99 0
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0
1904868 J95/J95 F 314,000.00 ZZ
180 310,945.78 1
1763 EAST COURSE DRIVE 6.750 2,778.62 67
6.500 2,778.62 470,000.00
RIVERWOODS IL 60015 2 02/24/99 00
0016599201 05 04/01/99 0
0016599201 O 03/01/14
0
1904870 J95/J95 F 275,000.00 ZZ
180 272,296.38 1
8310 CEDAR TRAIL COVE 6.625 2,414.48 62
6.375 2,414.48 450,000.00
CORDOVA TN 38018 5 03/01/99 00
0015082696 05 04/01/99 0
0015082696 O 03/01/14
0
1
1904871 664/G01 F 172,800.00 ZZ
180 172,283.82 1
943 UTICA AVENUE 7.625 1,614.18 80
7.375 1,614.18 216,000.00
VENTURA CA 93004 2 04/07/99 00
0431306232 05 06/01/99 0
000 O 05/01/14
0
1904872 J95/J95 F 273,550.00 ZZ
180 271,874.33 1
16038 WEST ELLSWORTH DRIVE 7.375 2,516.46 78
7.125 2,516.46 355,000.00
GOLDEN CO 80401 2 03/08/99 00
0016637746 03 05/01/99 0
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0
1904875 J95/J95 F 418,000.00 ZZ
180 413,890.46 1
24200 NORTH ALMA SCHOOL ROAD 6.625 3,670.02 68
#34 6.375 3,670.02 618,000.00
SCOTTSDALE AZ 85255 2 02/24/99 00
0016599466 03 04/01/99 0
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0
1904878 J95/J95 F 292,000.00 ZZ
180 289,067.39 1
4802 NORTH GOVE STREET 6.375 2,523.61 80
6.125 2,523.61 365,000.00
TACOMA WA 98407 5 02/18/99 00
0013947767 05 04/01/99 0
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0
1904881 664/G01 F 232,500.00 ZZ
180 231,758.46 1
19131 APPLETREE COURT 6.875 2,073.57 75
6.625 2,073.57 310,000.00
CERRITOS CA 90703 1 04/05/99 00
0431305986 05 06/01/99 0
000 O 05/01/14
0
1904882 E82/G01 F 282,000.00 ZZ
180 281,100.60 1
1
18 SANTA CLARA 6.875 2,515.03 65
6.625 2,515.03 435,000.00
SAN CLEMENTE CA 92672 2 04/23/99 00
0400199246 03 06/01/99 0
1805086 O 05/01/14
0
1904937 E82/G01 F 338,800.00 ZZ
180 337,695.82 1
1141 CARLOS CANYON DRIVE 6.625 2,974.64 74
6.375 2,974.64 460,000.00
CHULA VISTA CA 91910 2 04/24/99 00
0400196572 03 06/01/99 0
1610244 O 05/01/14
0
1904957 J95/J95 F 280,000.00 ZZ
180 279,087.44 1
7468 EAST ROSE GARDEN LANE 6.625 2,458.39 71
6.375 2,458.39 397,558.00
SCOTTSDALE AZ 85255 1 04/01/99 00
0016654766 03 06/01/99 0
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0
1904958 J95/J95 F 325,000.00 ZZ
180 322,875.73 1
13210 CEDAR LANE 6.625 2,853.48 80
6.375 2,853.48 410,000.00
FARMERS BRANCH TX 75234 2 03/11/99 00
0016626509 03 05/01/99 0
0016626509 O 04/01/14
0
1904960 J95/J95 F 326,000.00 ZZ
180 323,891.97 1
7 MIDDLETON DRIVE 6.750 2,884.81 77
6.500 2,884.81 425,000.00
BEDFORD NH 03110 2 03/17/99 00
0016650517 05 05/01/99 0
0016650517 O 04/01/14
0
1904988 E44/G01 F 400,000.00 ZZ
180 398,710.36 1
1872 CHOCTAW RIDGE 6.750 3,539.64 80
6.500 3,539.64 500,000.00
OGDEN UT 84403 2 04/23/99 00
0431305143 05 06/01/99 0
1
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0
1904995 J95/J95 F 286,000.00 ZZ
180 270,324.78 1
13753 EAST COLUMBINE DRIVE 6.625 2,511.07 69
6.375 2,511.07 415,000.00
SCOTTSDALE AZ 85259 2 03/05/99 00
0016679581 03 05/01/99 0
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0
1904996 E33/G01 F 292,000.00 ZZ
180 291,058.56 1
31 E WITCHWOOD LANE 6.750 2,583.94 67
6.500 2,583.94 440,000.00
LAKE BLUFF IL 60044 5 04/21/99 00
0431306323 05 06/01/99 0
323382638 O 05/01/14
0
1905033 992/G01 F 375,000.00 T
180 372,626.88 1
BOWEN ROAD 7.000 3,370.61 66
6.750 3,370.61 575,000.00
STANFORD NY 12581 1 03/08/99 00
0431311042 05 05/01/99 0
358899 O 04/01/14
0
1905035 356/G01 F 310,000.00 ZZ
180 309,011.29 1
113 BLACKSTONE DRIVE 6.875 2,764.75 61
6.625 2,764.75 510,000.00
DANVILLE CA 94506 5 04/02/99 00
0431303841 03 06/01/99 0
2718625 O 05/01/14
0
1905040 356/G01 F 450,000.00 ZZ
180 448,564.78 1
220 MONACO DRIVE 6.875 4,013.35 67
6.625 4,013.35 675,000.00
REDWOOD CITY CA 94065 2 04/05/99 00
0431306273 03 06/01/99 0
2727329 O 05/01/14
0
1
1905048 J95/J95 F 650,000.00 ZZ
180 643,677.59 1
5801 MISTLETOE COURT 6.750 5,751.91 65
6.500 5,751.91 1,000,000.00
OKLAHOMA CITY OK 73142 2 02/19/99 00
0013584172 03 04/01/99 0
0013584172 O 03/01/14
0
1905053 J95/J95 F 265,000.00 ZZ
180 263,341.05 1
801 SIERRA MADRE WAY 7.125 2,400.46 76
6.875 2,400.46 350,000.00
DAVIS CA 95616 5 03/19/99 00
0016667727 05 05/01/99 0
0016667727 O 04/01/14
0
1905057 J95/J95 F 342,000.00 ZZ
180 338,778.98 1
12070 ROSE HALL DRIVE 7.125 3,097.95 65
6.875 3,097.95 527,000.00
CLIFTON VA 20124 2 02/04/99 00
0016560799 05 04/01/99 0
0016560799 O 03/01/14
0
1905059 J95/J95 F 302,000.00 ZZ
180 300,004.79 1
14011 SOUTHEAST 64TH STREET 6.500 2,630.74 73
6.250 2,630.74 415,000.00
BELLEVUE WA 98006 2 03/03/99 00
0013934419 03 05/01/99 0
0013934419 O 04/01/14
0
1905062 E48/G01 F 405,000.00 ZZ
180 401,488.60 1
328 BRIDGE STREET 6.750 3,583.88 50
6.500 3,583.88 815,000.00
FRANKLIN TN 37064 5 03/12/99 00
0431303015 05 05/01/99 0
2990744 O 04/01/14
0
1905073 992/G01 F 325,000.00 ZZ
180 323,009.18 1
90 SPRINGHURST ROAD 7.375 2,989.76 35
7.125 2,989.76 940,000.00
1
BEDFORD HILLS NY 10507 5 03/16/99 00
0431317072 05 05/01/99 0
359380 O 04/01/14
0
1905097 A52/G01 F 585,800.00 ZZ
180 583,911.33 1
1058 HUNTERS BROOK COURT 6.750 5,183.80 80
6.500 5,183.80 732,276.00
ATLANTA GA 30319 1 04/26/99 00
0431304419 03 06/01/99 0
8383 O 05/01/14
0
1905147 P34/G01 F 290,000.00 ZZ
180 289,065.01 1
100 PEGWIN DR 6.750 2,566.24 64
6.500 2,566.24 457,000.00
E GREENWICH RI 02818 2 04/21/99 00
0431312511 05 06/01/99 0
0000 O 05/01/14
0
1905184 J95/J95 F 628,000.00 ZZ
180 619,745.08 1
3847 LA CANADA ROAD 6.625 5,513.80 80
6.375 5,513.80 785,000.00
FALLBROOK CA 92028 1 01/27/99 00
0014023923 05 03/01/99 0
0014023923 O 02/01/14
0
1905193 J95/J95 F 357,000.00 ZZ
180 354,590.49 1
984 HAWTHORN DRIVE 6.250 3,061.00 78
6.000 3,061.00 462,500.00
LAFAYETTE CA 94549 2 03/01/99 00
0016639593 05 05/01/99 0
0016639593 O 04/01/14
0
1905197 J95/J95 F 543,000.00 ZZ
180 539,450.83 1
26272 HERONWOOD ROAD 6.625 4,767.51 58
6.375 4,767.51 936,200.00
EASTON MD 21601 2 03/05/99 00
0009724493 05 05/01/99 0
0009724493 O 04/01/14
0
1
1905200 J95/J95 F 266,250.00 ZZ
180 264,546.80 1
121 206TH AVENUE NE 6.875 2,374.56 75
6.625 2,374.56 355,000.00
REDMOND WA 98053 5 03/01/99 00
0013925623 05 05/01/99 0
0013925623 O 04/01/14
0
1905203 J95/J95 F 281,000.00 ZZ
180 276,320.92 1
841 VISTA GRANDE 6.500 2,447.81 47
6.250 2,447.81 601,000.00
MILLBRAE CA 94030 2 12/10/98 00
0016451429 05 02/01/99 0
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0
1905208 J95/J95 F 284,000.00 ZZ
180 281,523.09 1
8604 BELL MOUNTAIN 6.625 2,493.50 77
6.375 2,493.50 373,000.00
AUSTIN TX 78730 2 03/16/99 00
0012872610 03 05/01/99 0
0012872610 O 04/01/14
0
1905209 J95/J95 F 262,500.00 ZZ
180 260,784.26 1
85913 LORANE HIGHWAY 6.625 2,304.73 75
6.375 2,304.73 350,000.00
EUGENE OR 97405 5 03/24/99 00
0016690976 05 05/01/99 0
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0
1905212 J95/J95 F 301,600.00 ZZ
180 298,153.40 1
6421 MISTY TOP PASS 6.875 2,689.84 80
6.625 2,689.84 377,000.00
COLUMBIA MD 21044 2 03/19/99 00
0009738923 05 05/01/99 0
0009738923 O 04/01/14
0
1905222 J95/J95 F 252,700.00 ZZ
180 247,080.25 1
1
638 COKESBURY ROAD 7.125 2,289.04 70
6.875 2,289.04 361,000.00
LEBANON NJ 08833 2 10/16/98 00
0009491317 05 12/01/98 0
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0
1905224 J95/J95 F 272,000.00 ZZ
180 270,171.87 1
41 FT ROYAL ISLE 6.625 2,388.15 80
6.375 2,388.15 342,500.00
FORT LAUDERDALE FL 33308 1 03/11/99 00
0010639581 03 05/01/99 0
0010639581 O 04/01/14
0
1905226 J95/J95 F 348,000.00 ZZ
180 343,425.61 1
2335 EAST NOTTINGHAM 6.625 3,055.42 71
6.375 3,055.42 495,000.00
SPRINGFIELD MO 65804 2 01/25/99 00
0016537664 05 03/01/99 0
0016537664 O 02/01/14
0
1905227 J95/J95 F 335,000.00 ZZ
180 332,175.93 1
2014 WINDMILL LANE 7.000 3,011.08 75
6.750 3,011.08 450,000.00
ALEXANDRIA VA 22307 2 03/31/99 00
0016659138 05 05/01/99 0
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0
1905237 J95/J95 F 432,000.00 ZZ
180 429,176.37 1
764 CONTADA CIRCLE 6.625 3,792.93 80
6.375 3,792.93 540,000.00
DANVILLE CA 94526 5 03/23/99 00
0014335228 03 05/01/99 0
0014335228 O 04/01/14
0
1905251 956/G01 F 280,000.00 ZZ
180 279,106.98 1
197 FRANCE STREET 6.875 2,497.19 56
6.625 2,497.19 500,000.00
SONOMA CA 95476 2 04/02/99 00
0431328921 05 06/01/99 0
1
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0
1905259 J95/J95 F 299,200.00 ZZ
180 296,289.74 1
2964 WARBURTON AVENUE 6.750 2,647.65 80
6.500 2,647.65 374,000.00
SANTA CLARA CA 95051 1 02/25/99 00
0016647851 05 04/01/99 0
0016647851 O 03/01/14
0
1905265 J95/J95 F 350,000.00 ZZ
180 347,736.77 1
4222 EAST BROWN ROAD #6 6.750 3,097.19 66
6.500 3,097.19 538,000.00
MESA AZ 85205 2 03/15/99 00
0016664708 03 05/01/99 0
0016664708 O 04/01/14
0
1905266 956/G01 F 300,000.00 ZZ
180 299,032.77 1
11480 NORTH 99TH STREET 6.750 2,654.73 73
6.500 2,654.73 416,000.00
SCOTTSDALE AZ 85260 5 04/15/99 00
0431319987 05 06/01/99 0
409030569 O 05/01/14
0
1905270 956/G01 F 393,500.00 ZZ
180 392,217.54 1
439 CONWAY VILLAGE DR 6.625 3,454.91 68
6.375 3,454.91 580,000.00
ST LOUIS MO 63141 2 04/07/99 00
0431305291 05 06/01/99 0
909030476 O 05/01/14
0
1905272 956/G01 F 410,000.00 ZZ
180 408,678.12 1
4767 FERNRIDGE LANE 6.750 3,628.13 47
6.500 3,628.13 876,000.00
MERCER ISLAND WA 98040 5 04/02/99 00
0431305135 05 06/01/99 0
809030507 O 05/01/14
0
1
1905274 J95/J95 F 315,000.00 ZZ
180 312,963.10 1
20704 WALLINGFORD LANE 6.750 2,787.47 76
6.500 2,787.47 415,000.00
BARRINGTON IL 60010 2 03/16/99 00
0016632481 03 05/01/99 0
0016632481 O 04/01/14
0
1905276 956/G01 F 365,000.00 ZZ
180 363,835.88 1
302 EAST STRAWBERRY DRIVE 6.875 3,255.27 51
6.625 3,255.27 720,000.00
MILL VALLEY CA 94941 5 04/13/99 00
0431306372 05 06/01/99 0
809031159 O 05/01/14
0
1905277 J95/J95 F 296,000.00 ZZ
180 294,065.27 1
15 SOUTH LANE 6.625 2,598.87 37
6.375 2,598.87 820,000.00
ENGLEWOOD CO 80110 2 03/19/99 00
0016716110 05 05/01/99 0
0016716110 O 04/01/14
0
1905281 J95/J95 F 289,700.00 ZZ
180 287,866.69 1
2277 DOGWOOD GLENN COVE 7.000 2,603.91 80
6.750 2,603.91 365,000.00
GERMANTOWN TN 38139 2 03/26/99 00
0015089097 05 05/01/99 0
0015089097 O 04/01/14
0
1905300 J95/J95 F 84,800.00 ZZ
180 81,907.73 1
3705 SW MOUNDVIEW DRIVE 6.375 732.88 80
6.125 732.88 106,000.00
TOPEKA KS 66610 1 07/31/98 00
0013108477 05 09/01/98 0
0013108477 O 08/01/13
0
1905302 B23/G01 F 286,000.00 ZZ
180 285,077.91 1
5401 KENOSHA LANE 6.750 2,530.84 71
6.500 2,530.84 405,000.00
1
IRVINE CA 92612 2 04/16/99 00
0431309632 03 06/01/99 0
88003414 O 05/01/14
0
1905304 J95/J95 F 290,000.00 ZZ
180 287,267.46 1
7928 CASTELLON COURT 6.750 2,566.24 78
6.500 2,566.24 372,000.00
LAS VEGAS NV 89128 2 03/23/99 00
0016575987 03 05/01/99 0
0016575987 O 04/01/14
0
1905306 J95/J95 F 647,000.00 ZZ
180 641,930.38 1
7777 NORTH FOOTHILL DRIVE 6.875 5,770.30 56
SOUTH 6.625 5,770.30 1,175,000.00
PARADISE VALLEY AZ 85253 2 03/08/99 00
0016609919 05 05/01/99 0
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0
1905308 J95/J95 F 378,400.00 ZZ
180 375,926.69 1
9043 BOZMAN-NEAVITT ROAD 6.625 3,322.33 54
6.375 3,322.33 710,000.00
ST MICHAELS MD 21663 2 03/08/99 00
0009724428 05 05/01/99 0
0009724428 O 04/01/14
0
1905313 J95/J95 F 500,000.00 ZZ
180 495,136.59 1
595 CHATEAUX BOURNE 6.750 4,424.55 60
6.500 4,424.55 840,000.00
BARRINGTON IL 60010 2 02/22/99 00
0016608788 03 04/01/99 0
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0
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180 350,741.85 1
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CAMBRIDGE MA 02140 2 03/19/99 00
0018615114 05 05/01/99 0
0018615114 O 04/01/14
0
1
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180 294,925.31 1
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KINGSPORT TN 37663 2 03/09/99 00
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0015102726 O 04/01/14
0
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PHOENIX AZ 85040 1 04/16/99 00
0431307222 05 06/01/99 0
8870561 O 05/01/14
0
1905340 638/G01 F 103,000.00 ZZ
180 102,671.49 1
2719 TIBURON AVENUE 6.875 918.61 30
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CARLSBAD CA 92008 2 04/14/99 00
0431309137 05 06/01/99 0
8860204 O 05/01/14
0
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180 405,056.53 1
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BONITA SPRINGS FL 34134 2 08/31/98 00
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0
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180 289,159.76 1
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0431312180 05 04/01/99 0
02990741 O 03/01/14
0
1905630 562/562 F 255,000.00 ZZ
180 246,156.69 1
1
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594887 O 05/01/14
0
1905651 638/G01 F 84,600.00 ZZ
180 84,327.25 1
111 KING PHILLIP ROAD 6.750 748.63 51
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NORTON MA 02766 2 04/16/99 00
0431309731 05 06/01/99 0
008876496 O 05/01/14
0
1905682 638/G01 F 316,000.00 ZZ
180 315,003.03 1
862 CALLE LA PRIMAVERA 7.000 2,840.30 80
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GLENDALE CA 91208 2 04/12/99 00
0431309343 05 06/01/99 0
08878653 O 05/01/14
0
1905775 P60/G01 F 435,000.00 ZZ
180 433,566.93 1
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6100039915 O 05/01/14
0
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156 22,258.38 1
304 E WASHINGTON 7.500 223.77 42
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NASHVILLE GA 31639 2 04/20/99 00
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0
1905853 J95/J95 F 440,000.00 ZZ
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11311 PALATINE DRIVE 6.875 3,924.16 61
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POTOMAC MD 20854 5 03/29/99 00
0016724882 05 06/01/99 0
1
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0
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149 223,642.91 1
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SAN CARLOS CA 94070 2 04/28/99 00
0430057521 05 07/01/99 0
1529330 O 11/01/11
0
1905924 Q89/G01 F 220,568.19 ZZ
149 220,568.19 1
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1534965 O 11/01/11
0
1905927 Q89/G01 F 66,363.44 ZZ
152 66,363.44 1
6188 AGEE ST#228 7.250 668.56 69
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SAN DIEGO CA 92122 1 04/28/99 00
0430150755 01 07/01/99 0
1555445 O 02/01/12
0
1905942 356/G01 F 280,315.00 ZZ
180 279,420.96 1
17748 CHATEAU COURT 6.875 2,500.01 67
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CASTRO VALLEY CA 94552 2 04/06/99 00
0431307347 03 06/01/99 0
2731487 O 05/01/14
0
1905973 550/550 F 650,000.00 ZZ
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1340 HILLVIEW DRIVE 6.800 5,769.95 65
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MENLO PARK CA 94025 2 04/21/99 00
120272021 05 06/01/99 0
120272021 O 05/01/14
0
1
1906059 665/G01 F 382,000.00 ZZ
180 379,781.66 1
3158 BIRD ROCK ROAD 6.875 3,406.88 89
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PEBBLE BEACH CA 93953 2 04/08/99 10
0431306174 05 06/01/99 25
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0
1906095 638/G01 F 181,300.00 ZZ
180 180,709.13 1
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SAN DIEGO CA 92119 2 04/16/99 00
0431315506 05 06/01/99 0
08875683 O 05/01/14
0
1906116 975/G01 F 256,000.00 ZZ
180 255,192.33 1
1926 CAMINITO DE LA VALLE 7.000 2,301.00 80
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GLENDALE CA 91208 2 04/21/99 00
0431310127 09 06/01/99 0
991243 O 05/01/14
0
1906124 975/G01 F 275,000.00 ZZ
180 274,122.92 1
2 DESCANSO 6.875 2,452.60 68
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IRVINE CA 92620 2 04/15/99 00
0431332337 05 06/01/99 0
990546 O 05/01/14
0
1906171 637/G01 F 265,500.00 ZZ
180 264,689.32 1
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FLORAL PARK NY 11004 5 04/12/99 00
0431323492 05 06/01/99 0
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0
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180 356,882.75 1
3 CHAMPIONS MARK 7.125 3,242.88 58
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1
SAN ANTONIO TX 78258 2 04/21/99 00
0431307941 03 06/01/99 0
1206022003 O 05/01/14
0
1906294 956/G01 F 304,000.00 ZZ
180 303,009.23 1
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LAKE OSWEGO OR 97035 1 04/21/99 00
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1409040062 O 05/01/14
0
1906535 369/G01 F 368,000.00 ZZ
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620 SILVER WRAITH COURT 6.875 3,282.03 80
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ZIONSVILLE IN 46077 1 04/14/99 00
0431313469 03 06/01/99 0
0071327035 O 05/01/14
0
1906538 369/G01 F 295,000.00 ZZ
180 294,069.28 1
20215 NEW HAMPSHIRE AVENUE 7.000 2,651.55 55
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BRINKLOW MD 20862 2 04/12/99 00
0431313444 05 06/01/99 0
71309892 O 05/01/14
0
1906543 K56/G01 F 267,000.00 ZZ
180 266,129.82 1
4210 CHERRY LANE 6.625 2,344.24 69
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MEDFORD OR 97504 1 04/27/99 00
0431307362 05 06/01/99 0
5000071 O 05/01/14
0
1906641 638/G01 F 105,000.00 ZZ
180 104,665.11 1
309 SHADOW BEND DRIVE 6.875 936.45 70
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WHEELING IL 60090 2 04/20/99 00
0431310192 09 06/01/99 0
8857285 O 05/01/14
0
1
1906811 Q89/G01 F 44,546.77 ZZ
158 44,546.77 1
7507 HABLO DRIVE 7.250 438.39 64
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HOUSTON TX 77083 2 05/01/99 00
0410431639 03 07/01/99 0
1611570 O 08/01/12
0
1906863 M29/G01 F 243,000.00 ZZ
180 242,224.98 1
150 BUCKBOARD ROAD 6.875 2,167.21 47
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EDWARDS CO 81632 2 04/26/99 00
0431313675 05 06/01/99 0
0352451 O 05/01/14
0
1906874 Q89/G01 F 268,993.02 ZZ
151 268,993.02 1
24 CHELSEA PARK 7.250 2,720.88 73
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PITTSFORD NY 14534 2 04/29/99 00
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1536016 O 01/01/12
0
1906987 L75/L75 F 288,000.00 ZZ
180 287,071.46 1
3711 SPOKEHAVE LANE 6.750 2,548.54 72
6.500 2,548.54 402,000.00
MATTHEWS NC 28105 5 04/02/99 00
555577279 05 06/01/99 0
555577279 O 05/01/14
0
1907030 L75/L75 F 318,000.00 ZZ
180 314,002.97 1
4022 DOVES ROOST COURT 6.625 2,792.03 24
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CHARLOTTE NC 28211 2 03/24/99 00
555573309 03 05/01/99 0
555573309 O 04/01/14
0
1907056 L75/L75 F 275,000.00 ZZ
180 270,834.54 1
1
5026 FAIRLAWN CRESCENT COURT 6.500 2,395.55 56
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CHARLOTTE NC 28226 2 02/22/99 00
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555568123 O 03/01/14
0
1907063 L75/L75 F 290,600.00 ZZ
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12445 CANOLDER STREET 6.625 2,551.45 79
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RALEIGH NC 27615 1 03/26/99 00
555571929 03 05/01/99 0
555571929 O 04/01/14
0
1907082 026/G01 F 364,800.00 ZZ
180 363,532.19 1
3900 SILVER BELL DR 5.875 3,053.81 80
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CHARLOTTE NC 28211 1 04/27/99 00
0431309434 03 06/01/99 0
200605836 O 05/01/14
0
1907089 808/G01 F 770,000.00 ZZ
180 770,000.00 1
9930 HOLT ROAD 6.875 6,867.28 70
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CARMEL CA 93923 1 05/10/99 00
0431342898 03 07/01/99 0
9413836 O 06/01/14
0
1907093 L75/L75 F 308,000.00 ZZ
180 305,036.08 1
436 WEST END AVE 6.875 2,746.92 75
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STATESVILLE NC 28677 2 02/10/99 00
555565252 05 04/01/99 0
555565252 O 03/01/14
0
1907106 455/G01 F 380,000.00 ZZ
180 378,788.03 1
3260 RILMAN ROAD 6.875 3,389.05 56
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ATLANTA GA 30327 1 04/30/99 00
0431323401 05 06/01/99 0
1
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0
1907111 L75/L75 F 312,000.00 ZZ
180 308,965.23 1
1766 BLAIR LOOP ROAD 6.750 2,760.92 51
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DANVILLE VA 24541 5 02/11/99 00
555561641 05 04/01/99 0
555561641 O 03/01/14
0
1907127 L75/L75 F 436,500.00 ZZ
180 431,922.12 1
796 MCKENDREE RD 6.750 3,862.63 64
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MOORESVILLE NC 28115 5 02/16/99 00
91021904 05 04/01/99 0
91021904 O 03/01/14
0
1907150 514/G01 F 135,000.00 ZZ
180 133,700.90 1
8409 LANNERS DRIVE 6.875 1,204.00 80
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MCKINNEY TX 75070 1 02/19/99 00
0431318153 05 04/01/99 0
377290 O 03/01/14
0
1907163 514/G01 F 96,200.00 ZZ
180 95,274.28 1
1414 STELLA DRIVE 6.875 857.96 80
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LEWISVILLE TX 75067 1 02/25/99 00
0431318229 05 04/01/99 0
539875 O 03/01/14
0
1907185 638/G01 F 800,000.00 ZZ
180 797,420.72 1
5470 ROBIN CIRCLE 6.750 7,079.28 67
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YORBA LINDA CA 92886 2 04/21/99 00
0431316744 05 06/01/99 0
08849996 O 05/01/14
0
1
1907194 638/G01 F 74,500.00 ZZ
180 74,270.02 1
266 TENTH STREET 7.250 680.08 63
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PASADENA MD 21122 1 04/20/99 00
0431323971 05 06/01/99 0
08855482 O 05/01/14
0
1907221 026/G01 F 353,540.00 ZZ
180 353,540.00 1
35 SERENDIPITY WAY 6.625 3,104.06 80
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ATLANTA GA 30350 1 05/03/99 00
0431316587 05 07/01/99 0
0008044988 O 06/01/14
0
1907254 562/562 F 180,000.00 ZZ
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27 FRANCINE AVENUE 6.750 1,592.84 75
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WEST CALDWELL NJ 07006 1 04/30/99 00
598060 05 06/01/99 0
598060 O 05/01/14
0
1907289 411/411 F 332,500.00 ZZ
180 331,404.61 1
40 ISABELLA STREET 6.500 2,896.43 70
UNIT 3W 6.250 2,896.43 475,000.00
BOSTON MA 02118 1 04/30/99 00
20016746 01 06/01/99 0
20016746 O 05/01/14
0
1907304 624/G01 F 386,000.00 ZZ
180 384,728.36 1
2266 MARINER DRIVE 6.500 3,362.47 80
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LONGMONT CO 80503 2 04/20/99 00
0431312610 03 06/01/99 0
73011590826 O 05/01/14
0
1907317 664/G01 F 291,000.00 ZZ
180 289,197.97 1
4722 SANTORINI DRIVE 7.250 2,656.43 63
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1
CYPRESS CA 90630 2 03/30/99 00
0431319565 05 05/01/99 0
0003022274 O 04/01/14
0
1907343 313/G01 F 392,000.00 ZZ
180 390,736.15 1
1400 ALLGOOD ROAD 6.750 3,468.85 69
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ATHENS GA 30606 2 04/26/99 00
0431318674 05 06/01/99 0
6397889 O 05/01/14
0
1907608 F18/G01 F 343,000.00 ZZ
180 341,882.13 1
3040 CEDAR RIDGE COURT 6.625 3,011.52 78
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SAN JOSE CA 95148 2 04/16/99 00
0431315472 05 06/01/99 0
00697 O 05/01/14
0
1907693 771/G01 F 135,000.00 ZZ
180 135,000.00 1
3 PENNSYLVANIA COURT 7.375 1,241.90 62
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REXFORD NY 12148 1 05/14/99 00
0431333350 05 07/01/99 0
990326JA O 06/01/14
0
1907695 638/G01 F 280,000.00 ZZ
180 279,126.17 1
2323 OLYMPIC AVENUE 7.125 2,536.33 33
6.875 2,536.33 850,000.00
MENLO PARK CA 94025 5 04/21/99 00
0431316678 05 06/01/99 0
8862471 O 05/01/14
0
1907813 Q51/G01 F 90,000.00 ZZ
180 90,000.00 1
20412 HEMMINGWAY STREET 7.500 834.31 36
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LOS ANGELES CA 91306 1 05/12/99 00
0431333947 05 07/01/99 0
1907813 O 06/01/14
0
1
1908034 195/G01 F 520,000.00 ZZ
180 520,000.00 1
304 MALLWYD ROAD 7.125 4,710.33 65
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MERION PA 19066 1 05/03/99 00
0431322072 05 07/01/99 0
61446 O 06/01/14
0
1908056 F96/G01 F 170,000.00 ZZ
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169 BILTMORE STREET 7.250 1,551.87 68
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BORO OF NORTH A NJ 07031 1 04/30/99 00
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9900446 O 05/01/14
0
1908076 026/G01 F 500,000.00 ZZ
180 498,405.30 1
104 LOCKERBIE CT 6.875 4,459.28 66
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PINEHURST NC 28374 5 04/28/99 00
0431319326 03 06/01/99 0
200529196 O 05/01/14
0
1908120 822/G01 F 600,000.00 ZZ
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26 SEVEN OAKS CIRCLE 6.875 5,351.13 75
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HOLMDEL NJ 07733 5 04/26/99 00
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3626020556 O 05/01/14
0
1908358 638/G01 F 290,000.00 ZZ
180 289,075.08 1
1422 SPRING CREEK WAY 6.875 2,586.38 42
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CHINO HILLS CA 91709 5 04/14/99 00
0431318146 03 06/01/99 0
8879165 O 05/01/14
0
1908389 638/G01 F 425,000.00 ZZ
180 423,644.52 1
1
6822 SOUTH VISTA GRANDE DRIVE 6.875 3,790.38 68
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SALT LAKE CITY UT 84121 5 04/23/99 00
0431317668 05 06/01/99 0
8880251 O 05/01/14
0
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28600 BARBARA LANE 7.125 3,016.42 63
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GROSSE ILE TOWN MI 48138 2 04/29/99 00
0400198727 05 06/01/99 0
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0
1908506 E82/G01 F 535,500.00 ZZ
180 535,500.00 1
365 LOWER FLYING POINT ROAD 6.875 4,775.88 85
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FREEPORT ME 04032 2 05/05/99 04
0400194635 05 07/01/99 6
1545501 O 06/01/14
0
1908543 637/G01 F 272,000.00 ZZ
180 271,094.24 1
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HOLLIS NH 03049 5 04/26/99 00
0431321835 05 06/01/99 0
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0
1908551 356/G01 F 290,000.00 ZZ
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3551 EGGERS DRIVE 7.125 2,626.92 75
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FREMONT CA 94536 5 04/22/99 00
0431319631 05 06/01/99 0
2749687 O 05/01/14
0
1908553 637/G01 F 549,400.00 ZZ
180 547,647.75 1
770 HAPPY VALLEY ROAD 6.875 4,899.85 70
6.625 4,899.85 785,000.00
PLEASANTON CA 94566 5 04/22/99 00
0431327238 05 06/01/99 0
1
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0
1908635 562/G01 F 339,500.00 ZZ
180 339,500.00 1
85-16 CHEVY CHASE STREET 7.125 3,075.30 70
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JAMAICA ESTATES NY 11432 1 05/06/99 00
0431331867 05 07/01/99 0
597856 O 06/01/14
0
1908674 026/G01 F 260,100.00 ZZ
180 259,233.86 1
6811 TIDDLE WAY 6.375 2,247.92 85
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NORTON VA 22079 2 04/30/99 14
0431319789 05 06/01/99 6
0200334565 O 05/01/14
0
1908757 026/G01 F 340,000.00 ZZ
180 340,000.00 1
1078 ARBOR TRACE 6.500 2,961.77 53
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ATLANTA GA 30319 1 05/03/99 00
0431319243 03 07/01/99 0
0200020447 O 06/01/14
0
1908987 550/550 F 423,000.00 ZZ
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187 BRIDLE WAY 6.350 3,649.99 68
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120291377 03 06/01/99 0
120291377 O 05/01/14
0
1909034 664/G01 F 430,000.00 ZZ
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3875 FALLS LANDING DRIVE 7.125 3,895.08 70
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ALPHARETTA GA 30022 2 04/13/99 00
0431321074 03 06/01/99 0
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0
1
1909127 313/G01 F 364,400.00 ZZ
180 363,225.14 1
8249 FOREST HILLS BOULEVARD 6.750 3,224.61 80
6.500 3,224.61 455,500.00
DALLAS TX 75218 1 04/28/99 00
0431321348 05 06/01/99 0
0006782742 O 05/01/14
0
1909315 F44/G01 F 128,250.00 ZZ
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290 CRAWFORD AVENUE 7.375 1,179.80 95
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0431320712 05 07/01/99 25
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0
1909316 961/G01 F 397,000.00 ZZ
180 395,733.82 1
2718 CAMDEN PLACE 6.875 3,540.66 71
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ROWLAND HEIGHTS CA 91748 2 04/26/99 00
0431320977 03 06/01/99 0
09112302 O 05/01/14
0
1909370 P60/P60 F 304,000.00 ZZ
180 301,011.25 1
4819 WHITE OAKS DRIVE 6.625 2,669.10 89
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STEUBENVILLE OH 43952 2 02/22/99 10
1408740057 05 04/01/99 12
1408740057 O 03/01/14
0
1909540 F27/F27 F 188,800.00 ZZ
180 187,552.65 1
121 ENGLISH CHASE LANE 6.500 1,644.66 80
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WARRENTON VA 20186 1 03/19/99 00
6060071398 03 05/01/99 0
6060071398 O 04/01/14
0
1909560 637/G01 F 85,000.00 ZZ
180 84,740.46 1
27467 PRESTON ROAD 7.375 781.94 85
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1
PUEBLO CO 81006 2 04/26/99 01
0431334556 05 06/01/99 25
0014952261 O 05/01/14
0
1909614 638/G01 F 288,000.00 ZZ
180 287,081.46 1
464 WINDERMERE CIRCLE 6.875 2,568.54 64
6.625 2,568.54 455,000.00
LIVERMORE CA 94550 2 04/16/99 00
0431324508 05 06/01/99 0
08878410 O 05/01/14
0
1909628 638/G01 F 109,000.00 ZZ
180 108,652.36 1
4509 PINECREST HEIGHT DRIVE 6.875 972.12 69
6.625 972.12 159,000.00
ANNANDALE VA 22003 2 04/22/99 00
0431324391 09 06/01/99 0
08872786 O 05/01/14
0
1909631 638/G01 F 277,500.00 ZZ
180 276,624.50 1
2190 ADAMS STREET 7.000 2,494.25 64
6.750 2,494.25 440,000.00
RIVERSIDE CA 92504 5 04/19/99 00
0431324367 05 06/01/99 0
08877929 O 05/01/14
0
1909635 638/G01 F 265,000.00 ZZ
180 265,000.00 1
5887 WEST DEL LAGO CIRCLE 6.875 2,363.41 68
6.625 2,363.41 390,000.00
GLENDALE AZ 85308 1 04/27/99 00
0431324383 03 07/01/99 0
08873227 O 06/01/14
0
1909649 638/G01 F 100,000.00 ZZ
180 99,681.07 1
11619 HUMBER DRIVE 6.875 891.85 61
6.625 891.85 165,000.00
MIRA LOMA CA 91752 2 04/20/99 00
0431323914 05 06/01/99 0
08870547 O 05/01/14
0
1
1909665 926/926 F 615,494.67 ZZ
170 611,228.16 1
7 COUNTRY CLUB DRIVE 7.000 5,717.44 80
6.750 5,717.44 775,000.00
SAVANNAH GA 31410 1 04/01/99 00
161311216 05 05/01/99 0
161311216 O 06/01/13
0
1909782 N28/G01 F 80,000.00 G
180 80,000.00 1
11720 SE MARKET DRIVE 6.625 702.40 37
6.375 702.40 217,000.00
CLACKAMAS OR 97015 1 05/06/99 00
0431324227 05 07/01/99 0
0353381 O 06/01/14
0
1909886 609/609 F 320,000.00 ZZ
180 318,990.42 1
2227 COVE DRIVE 7.000 2,876.25 55
6.750 2,876.25 590,000.00
TRAVERSE CITY MI 49684 5 04/21/99 00
165878 05 06/01/99 0
165878 O 05/01/14
0
1909887 609/609 F 396,000.00 ZZ
180 396,000.00 1
12143 EAST INDIAN BEACH ROAD 7.000 3,559.36 54
6.750 3,559.36 735,000.00
NORTHPORT MI 49670 2 05/07/99 00
165597 05 07/01/99 0
165597 O 06/01/14
0
1910122 356/G01 F 403,000.00 ZZ
180 401,742.31 1
2571 HIGHLAND HILLS DRIVE 7.125 3,650.50 46
6.875 3,650.50 890,000.00
EL DORADO HILLS CA 95762 5 04/19/99 00
0431323393 05 06/01/99 0
2754703 O 05/01/14
0
1910193 814/G01 F 262,000.00 ZZ
180 262,000.00 1
1
5207 EDGEWARE DRIVE 7.000 2,354.94 72
6.750 2,354.94 365,000.00
CALABASAS CA 91301 2 05/07/99 00
0431328228 05 07/01/99 0
0001136431 O 06/01/14
0
1910195 H22/G01 F 125,000.00 ZZ
180 125,000.00 1
3 ROSE STREET 6.625 1,097.49 54
6.375 1,097.49 234,000.00
PLAINVIEW NY 11803 2 05/07/99 00
0431325984 05 07/01/99 0
9904020 O 06/01/14
0
1910203 B57/G01 F 164,500.00 ZZ
180 164,500.00 1
1131 ALTA LOMA ROAD 7.000 1,478.58 70
510 6.750 1,478.58 235,000.00
WEST HOLLYWOOD CA 90069 1 05/04/99 00
0431323823 05 07/01/99 0
9911421 O 06/01/14
0
1910357 077/077 F 375,000.00 ZZ
180 373,790.97 1
53832 CRYSTAL CREEK LN 6.750 3,318.41 75
6.500 3,318.41 500,000.00
ELKHART IN 46514 5 04/29/99 00
441022 05 06/01/99 0
441022 O 05/01/14
0
1910366 664/G01 F 115,000.00 ZZ
180 114,633.21 1
6005 MERIWETHER LANE 6.875 1,025.64 54
6.625 1,025.64 215,000.00
SPRINGFIELD VA 22150 1 04/29/99 00
0431329028 05 06/01/99 0
6005VN19 O 05/01/14
0
1910369 253/253 F 650,000.00 ZZ
180 650,000.00 1
5 WILDERNESS GATE 6.750 5,751.92 61
6.500 5,751.92 1,075,000.00
SANTA FE NM 87501 1 05/03/99 00
935587 05 07/01/99 0
1
935587 O 06/01/14
0
1910441 638/G01 F 310,000.00 ZZ
180 309,043.05 1
3020 CASTLE HEIGHTS AVENUE 7.250 2,829.87 57
7.000 2,829.87 550,000.00
LOS ANGELES CA 90034 5 04/21/99 00
0431327188 05 06/01/99 0
08878393 O 05/01/14
0
1910466 J49/G01 F 145,000.00 ZZ
180 145,000.00 1
620 KNOWELL PLACE 6.750 1,283.12 77
6.500 1,283.12 190,000.00
COST MESA CA 92627 2 05/21/99 00
0431343573 05 07/01/99 0
0357239 O 06/01/14
0
1910552 638/G01 F 140,000.00 ZZ
180 139,572.53 1
1743 WEST RIVER LANE 7.375 1,287.89 67
7.125 1,287.89 210,000.00
SANTA ANA CA 92706 2 04/26/99 00
0431329861 05 06/01/99 0
8872180 O 05/01/14
0
1910710 638/G01 F 296,000.00 ZZ
180 295,055.94 1
800 HOPP HOLLOW DRIVE 6.875 2,639.89 80
6.625 2,639.89 370,000.00
ALTON IL 62002 1 04/30/99 00
0431331859 03 06/01/99 0
8878990 O 05/01/14
0
1910737 562/562 F 146,500.00 ZZ
120 145,676.64 1
2117 GREENWOOD STREET 7.500 1,738.99 54
7.250 1,738.99 275,000.00
YORKTOWN HEIGHT NY 10598 5 04/30/99 00
598268 05 06/01/99 0
598268 O 05/01/09
0
1
1910742 562/562 F 40,000.00 T
180 40,000.00 1
180 SE 20TH AVENUE UNIT 203 7.375 367.97 34
7.125 367.97 121,000.00
DEERFIELD BEACH FL 33441 2 05/05/99 00
592824 01 07/01/99 0
592824 O 06/01/14
0
1910836 R35/G01 F 300,000.00 ZZ
180 299,032.77 1
9000 AVIS COURT 6.750 2,654.73 74
6.500 2,654.73 406,000.00
VIENNA VA 22182 2 04/16/99 00
0431349794 05 06/01/99 0
6116693 O 05/01/14
0
1910839 R35/G01 F 353,500.00 ZZ
180 352,372.55 1
13 HAWTHORNE ROAD 6.875 3,152.71 70
6.625 3,152.71 505,000.00
BARRINGTON HILL IL 60010 5 04/30/99 00
0431348978 05 06/01/99 0
6123624 O 05/01/14
0
1911118 026/G01 F 350,000.00 ZZ
180 350,000.00 1
341 GOVERNERS DRIVE 6.750 3,097.19 45
6.500 3,097.19 795,000.00
KIAWAH ISLAND SC 29455 1 05/12/99 00
0431333509 03 07/01/99 0
0200422367 O 06/01/14
0
1911129 356/G01 F 325,000.00 ZZ
180 325,000.00 1
120 BLACKSTONE DRIVE 7.000 2,921.20 64
6.750 2,921.20 515,000.00
DANVILLE CA 94506 5 04/30/99 00
0431326909 03 07/01/99 0
2763860 O 06/01/14
0
1911191 069/G01 F 330,700.00 ZZ
180 329,622.21 1
2040 SOUTH SANDERS COURT 6.625 2,903.53 80
6.375 2,903.53 413,427.00
1
LA HABRA CA 90631 1 04/21/99 00
0431335173 03 06/01/99 0
226303594 O 05/01/14
0
1911196 069/G01 F 300,000.00 ZZ
180 299,032.77 1
2001 SOUTH SANDERS COURT 6.750 2,654.73 61
6.500 2,654.73 499,900.00
LA HABRA CA 90631 1 04/21/99 00
0431335157 03 06/01/99 0
226303597 O 05/01/14
0
1911281 638/G01 F 130,000.00 ZZ
180 130,000.00 1
1356 MOUND STREET 6.750 1,150.38 37
6.500 1,150.38 360,000.00
ALAMEDA CA 94501 1 04/29/99 00
0431331289 03 07/01/99 0
8883425 O 06/01/14
0
1911282 830/G01 F 309,000.00 ZZ
180 308,025.12 1
4000 GRANITE CREEK ROAD 7.000 2,777.38 53
6.750 2,777.38 585,000.00
SCOTTS VALLEY CA 95066 2 05/06/99 00
0431330091 05 06/01/99 0
542592 O 05/01/14
0
1911300 E85/G01 F 303,750.00 ZZ
180 303,750.00 1
26 MONTFORD AVENUE 6.875 2,709.01 75
6.625 2,709.01 405,000.00
MILL VALLEY CA 94941 1 05/04/99 00
0431339761 05 07/01/99 0
9605207 O 06/01/14
0
1911396 462/G01 F 34,900.00 ZZ
180 34,676.74 1
9123 KIRKLEIGH LANE 6.875 311.26 47
6.625 311.26 74,900.00
SPRING TX 77379 1 03/23/99 00
0431334291 03 05/01/99 0
0006728109 O 04/01/14
0
1
1911411 462/G01 F 287,750.00 ZZ
180 286,812.19 1
1489 TURQUOISE DRIVE 6.625 2,526.43 75
6.375 2,526.43 383,690.00
CARLSBAD CA 92009 1 04/08/99 00
0431334283 03 06/01/99 0
0006700405 O 05/01/14
0
1911413 462/G01 F 130,000.00 ZZ
180 129,159.36 1
1538 ADAMS WALK COURT 6.750 1,150.39 51
6.500 1,150.39 257,049.00
HOUSTON TX 77077 1 03/29/99 00
0431334267 03 05/01/99 0
0006628903 O 04/01/14
0
1911416 462/G01 F 130,000.00 ZZ
180 129,598.69 1
10997 NW 58 TERRACE 7.250 1,186.73 54
7.000 1,186.73 245,000.00
MIAMI FL 33178 5 04/23/99 00
0431334309 03 06/01/99 0
0006862403 O 05/01/14
0
1911488 R35/G01 F 385,000.00 ZZ
180 385,000.00 1
1861 N LORIMOOR DRIVE 6.875 3,433.64 67
6.625 3,433.64 575,000.00
LAKE GENEVA WI 53147 5 04/29/99 00
0431337765 05 07/01/99 0
6125140 O 06/01/14
0
1911493 R35/G01 F 385,000.00 ZZ
180 383,465.63 1
5738 N SHORE DRIVE 6.750 3,406.90 65
6.500 3,406.90 600,000.00
WHITEFISH BAY WI 53217 2 04/09/99 00
0431337773 05 06/01/99 0
6115414 O 05/01/14
0
1911616 638/G01 F 170,950.00 ZZ
180 170,433.71 1
1
9320 VISTA CIRCLE 7.500 1,584.73 71
7.250 1,584.73 242,000.00
IRVING TX 75063 2 04/27/99 00
0431333061 05 06/01/99 0
08875632 O 05/01/14
0
1911627 638/G01 F 400,000.00 ZZ
180 400,000.00 1
4108 ROSEBUD COURT 7.250 3,651.45 75
7.000 3,651.45 535,000.00
DALWORTHINGTON TX 76016 2 05/03/99 00
0431330489 03 07/01/99 0
08882367 O 06/01/14
0
1911685 E23/G01 F 301,600.00 ZZ
180 301,600.00 1
9621 NW HENRY COURT 6.625 2,648.03 80
6.375 2,648.03 377,000.00
PORTLAND OR 97229 1 05/11/99 00
0431330216 05 07/01/99 0
80100067 O 06/01/14
0
1911686 664/G01 F 310,000.00 ZZ
180 310,000.00 1
18906 BOGART CIRCLE 6.750 2,743.22 65
6.500 2,743.22 480,000.00
CERRITOS CA 90703 2 05/01/99 00
0431336510 05 07/01/99 0
000 O 06/01/14
0
1911739 P06/G01 F 171,000.00 ZZ
180 170,466.34 1
3828 WICHITA WAY 7.125 1,548.97 95
6.875 1,548.97 180,000.00
MODESTO CA 95357 2 04/23/99 04
0431335686 05 06/01/99 30
9900421 O 05/01/14
0
1911743 P06/G01 F 107,350.00 ZZ
180 107,022.22 1
2243 DELAWARE AVENUE 7.375 987.54 95
7.125 987.54 113,000.00
STOCKTON CA 92504 2 04/20/99 04
0431337161 05 06/01/99 30
1
9900507 O 05/01/14
0
1911759 R35/G01 F 281,250.00 ZZ
180 276,701.85 1
926 SOUTH WIEKER ROAD 7.250 2,567.43 75
7.000 2,567.43 375,000.00
SEVERN MD 21144 5 02/17/99 00
0431349307 05 04/01/99 0
6100986 O 03/01/14
0
1911993 E82/G01 F 214,700.00 ZZ
180 214,700.00 1
9312 GRAY AVENUE 7.125 1,944.82 75
6.875 1,944.82 290,000.00
UNIONVILLE IN 47468 2 05/14/99 00
0400201596 05 07/01/99 0
1564716 O 06/01/14
0
1911997 E82/G01 F 211,700.00 ZZ
180 211,700.00 2
254 WEST 11TH STREET 7.000 1,902.82 77
6.750 1,902.82 275,000.00
CLAREMONT CA 91711 2 05/13/99 00
0400202073 05 07/01/99 0
1597001 O 06/01/14
0
1912096 E84/G01 F 144,000.00 ZZ
180 144,000.00 1
2104 NORTH 188TH STREET 7.000 1,294.31 66
6.750 1,294.31 221,000.00
SHORELINE WA 98133 2 05/04/99 00
0431337666 05 07/01/99 0
61200265 O 06/01/14
0
1912140 E48/E48 F 520,000.00 ZZ
180 518,305.26 1
3785 KINGS ROAD 6.625 4,565.57 72
6.375 4,565.57 730,000.00
CHATTANOOGA TN 37416 2 04/23/99 00
98C08002 05 06/01/99 0
98C08002 O 05/01/14
0
1
1912156 026/G01 F 391,500.00 ZZ
180 391,500.00 1
6506 HOURSEMAN TRAIL 6.625 3,437.35 90
6.375 3,437.35 435,000.00
SUMMERFIELD NC 27358 1 05/13/99 12
0431333400 03 07/01/99 25
0200476106 O 06/01/14
0
1912184 638/G01 F 311,000.00 ZZ
180 311,000.00 1
7 ACROPOLIS CIRCLE 7.000 2,795.36 75
6.750 2,795.36 415,000.00
ANDOVER MA 01810 5 05/07/99 00
0431332774 05 07/01/99 0
8871038 O 06/01/14
0
1912208 P60/P60 F 304,000.00 ZZ
180 304,000.00 1
4603 FAIRWAY DR 7.125 2,753.73 95
6.875 2,753.73 320,000.00
STEUBENVILLE OH 43952 1 05/10/99 10
000 05 07/01/99 25
000 O 06/01/14
0
1912221 638/G01 F 128,000.00 ZZ
180 128,000.00 1
7045 WATERVIEW WAY 7.125 1,159.46 69
6.875 1,159.46 188,000.00
SACRAMENTO CA 95831 1 05/10/99 00
0431333327 05 07/01/99 0
8885761 O 06/01/14
0
1912228 638/G01 F 188,500.00 ZZ
180 188,500.00 1
1195 VALLEY VIEW AVENUE 6.875 1,681.15 61
6.625 1,681.15 311,000.00
PASADENA CA 91107 2 05/06/99 00
0431333681 05 07/01/99 0
8881305 O 06/01/14
0
1912253 638/G01 F 260,000.00 ZZ
120 258,497.85 1
1551 45TH AVENUE 7.000 3,018.82 80
6.750 3,018.82 325,000.00
1
SAN FRANCISCO CA 94122 2 04/23/99 00
0431331206 07 06/01/99 0
08878933 O 05/01/09
0
1912310 961/G01 F 270,000.00 ZZ
180 269,138.87 1
1576 FALLING STAR LANE 6.875 2,408.01 74
6.625 2,408.01 365,000.00
CHINO HILLS CA 91709 2 04/22/99 00
0431335272 05 06/01/99 0
09112321 O 05/01/14
0
1912382 026/G01 F 450,000.00 ZZ
180 450,000.00 1
2630 HIGH STREET 6.500 3,919.99 69
6.250 3,919.99 660,000.00
CONYERS GA 30094 1 05/17/99 00
0431338045 03 07/01/99 0
0008413941 O 06/01/14
0
1912441 F18/G01 F 277,000.00 ZZ
180 277,000.00 1
9 WANDEL DRIVE 6.875 2,470.44 68
6.625 2,470.44 410,000.00
MORAGA CA 94556 2 05/03/99 00
0431334754 05 07/01/99 0
00737 O 06/01/14
0
1912473 A35/A35 F 320,000.00 ZZ
180 320,000.00 1
20 EAST HIGH ROAD 6.875 2,853.94 80
6.625 2,853.94 400,000.00
PORT WASHINGTON NY 11050 1 05/11/99 00
9204 05 07/01/99 0
9204 O 06/01/14
0
1912586 638/G01 F 146,500.00 ZZ
180 146,500.00 1
8443 LYNDALE ROAD 6.875 1,306.57 93
6.625 1,306.57 158,000.00
PASADENA MD 21122 2 05/11/99 04
0431336072 05 07/01/99 30
8886262 O 06/01/14
0
1
1912624 026/G01 F 304,831.00 ZZ
180 304,831.00 1
320 LEWIS ROAD 6.750 2,697.48 80
6.500 2,697.48 381,039.00
CHESNEE SC 29323 4 05/18/99 00
0431333392 05 07/01/99 0
200507338 O 06/01/14
0
1912696 638/G01 F 304,700.00 ZZ
180 304,700.00 1
3 KENMORE ROAD 6.875 2,717.48 60
6.625 2,717.48 515,000.00
BLOOMFIELD CT 06002 2 05/05/99 00
0431334697 05 07/01/99 0
08883039 O 06/01/14
0
1912715 830/G01 F 325,000.00 ZZ
180 325,000.00 1
5530 BOGEY DRIVE 7.000 2,921.19 71
6.750 2,921.19 460,000.00
SOQUEL CA 95073 5 05/14/99 00
0431334994 05 07/01/99 0
543398 O 06/01/14
0
1912857 E82/G01 F 108,000.00 ZZ
180 108,000.00 1
10 TROON DRIVE 7.250 985.89 80
7.000 985.89 135,000.00
TROPHY CLUB TX 76262 2 05/20/99 00
0400200796 03 07/01/99 0
0400200796 O 06/01/14
0
1912879 168/168 F 549,600.00 ZZ
180 545,890.57 1
330 AMBASSADOR DRIVE 6.250 4,712.40 80
6.000 4,712.40 687,000.00
BRIGHTON NY 14610 1 03/31/99 00
0989918947 05 05/01/99 0
0989918947 O 04/01/14
0
1912885 E82/G01 F 263,000.00 ZZ
180 263,000.00 1
1
3005 FRANKLINS CHANCE DRIVE 6.875 2,345.58 65
6.625 2,345.58 410,000.00
FALLSTON MD 21047 2 05/19/99 00
0400201141 05 07/01/99 0
1592110 O 06/01/14
0
1912890 E82/G01 F 281,000.00 ZZ
180 281,000.00 1
1 TIDEWATER DRIVE 7.000 2,525.71 61
6.750 2,525.71 465,000.00
SEAFORD DE 19973 2 05/19/99 00
0400199675 05 07/01/99 0
1554746 O 06/01/14
0
1912964 E82/G01 F 211,000.00 ZZ
180 211,000.00 1
2615 RIDGEWAY 7.250 1,926.14 71
7.000 1,926.14 300,000.00
ARDMORE OK 73401 2 05/21/99 00
0400203113 05 07/01/99 0
1596971 O 06/01/14
0
1912969 356/G01 F 255,000.00 ZZ
180 255,000.00 1
11924 BLOOMINGTON WAY 7.000 2,292.02 60
6.750 2,292.02 425,000.00
DUBLIN CA 94568 5 05/14/99 00
0431335439 05 07/01/99 0
2768224 O 06/01/14
0
1912976 356/G01 F 276,000.00 ZZ
180 276,000.00 1
3056 DANTE COURT 7.000 2,480.77 70
6.750 2,480.77 395,000.00
SAN JOSE CA 95135 2 05/04/99 00
0431335504 05 07/01/99 0
2751923 O 06/01/14
0
1912981 G32/G01 F 300,000.00 ZZ
180 300,000.00 1
831 SEERS DRIVE 7.250 2,738.59 62
7.000 2,738.59 487,345.00
SCHAUMBURG IL 60173 1 05/21/99 00
0431335587 03 07/01/99 0
1
1005646 O 06/01/14
0
1913024 638/G01 F 313,500.00 ZZ
180 313,500.00 1
1769 WE GO TRAIL 7.125 2,839.78 75
6.875 2,839.78 420,000.00
DEERFIELD IL 60015 2 05/11/99 00
0431336973 05 07/01/99 0
NP O 06/01/14
0
1913031 638/G01 F 198,000.00 ZZ
180 198,000.00 1
7024 NORTH 3RD STREET 7.250 1,807.47 53
7.000 1,807.47 375,000.00
PHOENIX AZ 85020 1 05/13/99 00
0431336940 03 07/01/99 0
99345 O 06/01/14
0
1913039 E82/G01 F 420,500.00 ZZ
180 420,500.00 1
13751 BELLE RIVE 6.875 3,750.25 72
6.625 3,750.25 590,000.00
SANTA ANA (AREA CA 92705 2 05/20/99 00
0400207908 03 07/01/99 0
1543929 O 06/01/14
0
1913190 E82/G01 F 285,000.00 ZZ
180 285,000.00 1
122 FERINO WAY 7.000 2,561.66 70
6.750 2,561.66 410,000.00
FREMONT CA 94538 5 05/20/99 00
0400205522 05 07/01/99 0
0400205522 O 06/01/14
0
1913262 J95/J95 F 318,000.00 ZZ
180 316,974.73 1
2 STONEY MEADOW COURT 6.750 2,814.02 76
6.500 2,814.02 420,000.00
LUTHERVILLE MD 21093 2 04/23/99 00
0009783416 03 06/01/99 0
0009783416 O 05/01/14
0
1
1913272 637/G01 F 355,000.00 ZZ
180 355,000.00 1
6455 COUNTRYWOODS LANE 6.875 3,166.09 69
6.625 3,166.09 515,000.00
GRANITE WAY CA 95746 2 05/06/99 00
0431340330 03 07/01/99 0
0016890121 O 06/01/14
0
1913273 J95/J95 F 441,800.00 ZZ
180 440,375.59 1
4000 SPRING BLVD 6.750 3,909.54 71
6.500 3,909.54 625,000.00
EUGENE OR 97405 2 04/26/99 00
0016723041 05 06/01/99 0
0016723041 O 05/01/14
0
1913297 J95/J95 F 335,000.00 ZZ
180 332,931.55 1
10715 FOURNIER DRIVE 6.875 2,987.72 63
6.625 2,987.72 540,000.00
FAIRFAX STATION VA 22039 5 04/28/99 00
0016780645 05 06/01/99 0
0016780645 O 05/01/14
0
1913303 J95/J95 F 331,900.00 ZZ
180 330,864.21 1
10361 EAST PRENTICE PLACE 7.125 3,006.45 68
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0431344597 05 07/01/99 0
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1914929 J95/J95 F 275,000.00 ZZ
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0014431738 05 06/01/99 0
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0431345495 05 07/01/99 0
3606007573 O 06/01/14
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1916259 560/560 F 417,500.00 ZZ
180 416,131.63 1
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1916499 560/560 F 303,750.00 ZZ
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1916504 560/560 F 272,750.00 ZZ
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745 SLOAT ROAD 6.875 2,432.54 65
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120683800 05 07/01/99 0
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100 LONG FELLOW ROAD 8.000 2,780.95 65
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JAMESTOWN RI 02835 2 05/03/99 00
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387 SANTA INEZ WAY 7.000 4,795.25 77
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13940 VIA DE JAMUL 6.500 3,733.14 62
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JAMUL CA 91935 2 12/17/98 00
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24 TRELLA TERRACE 6.750 2,566.24 73
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1916650 560/560 F 500,000.00 ZZ
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1
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24707 WEST VIA MADERA 7.125 2,635.97 69
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1916683 560/560 F 464,500.00 ZZ
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3412 MALAGA COURT 6.750 4,110.41 66
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CALABASAS CA 91302 2 03/26/99 00
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1916686 560/560 F 263,250.00 ZZ
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120 HEATHERSTONE LANE 7.000 3,042.54 76
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1916820 560/560 F 242,000.00 ZZ
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1916822 560/560 F 334,400.00 ZZ
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1
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27783 CRESTVIEW DRIVE 6.875 4,325.50 75
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RICHLAND CENTER WI 53581 2 03/01/99 00
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SAN DIEGO CA 92128 2 03/10/99 00
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1
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48 HARBOR DRIVE 7.250 1,597.51 73
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WESTERLY RI 02891 2 05/20/99 00
0431353440 05 07/01/99 0
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1919802 638/G01 F 235,000.00 ZZ
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2752002 K08/G01 F 73,000.00 ZZ
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5 LAS SENDAS 6.875 651.05 55
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2761061 F28/G01 F 587,000.00 ZZ
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2761062 F28/G01 F 250,000.00 ZZ
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GROSSE POINT SH MI 48236 2 02/02/99 00
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2761103 F28/G01 F 300,000.00 ZZ
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70 S DEEPLANDS 6.500 2,613.32 40
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GROSSE POINTE S MI 48236 5 02/02/99 00
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2761107 F28/G01 F 287,200.00 ZZ
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620 EAST EIGHTEENTH AVENUE 6.500 2,501.82 79
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SALT LAKE CITY UT 84103 1 02/17/99 00
0431267954 05 04/01/99 0
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0
2761108 F28/G01 F 350,000.00 ZZ
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130 DESPARODO DRIVE 6.375 3,024.88 67
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HAILEY ID 83333 5 02/03/99 00
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2761109 F28/G01 F 361,200.00 ZZ
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9413 REACH ROAD 6.375 3,121.68 79
6.125 3,121.68 460,000.00
POTOMAC MD 20854 2 01/22/99 00
0431267939 03 03/01/99 0
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1
2761111 F28/G01 F 273,000.00 ZZ
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SMYRNA GA 30080 2 01/27/99 00
0431267913 03 03/01/99 0
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2761114 F28/G01 F 274,000.00 ZZ
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20940 LOCK CT 6.500 2,386.83 73
6.250 2,386.83 380,000.00
STERLING VA 20165 2 01/26/99 00
0431267889 03 03/01/99 0
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0
2761115 F28/G01 F 378,750.00 ZZ
180 374,986.41 1
3317 LANDER RD 6.500 3,299.32 75
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RALIEGH NC 27609 5 02/08/99 00
0431267871 05 04/01/99 0
4541043 O 03/01/14
0
2761121 F28/G01 F 395,000.00 ZZ
180 391,032.94 1
8452 CLOVER LEAF DRIVE 6.375 3,413.79 66
6.125 3,413.79 600,000.00
MCLEAN VA 22102 2 02/02/99 00
0431267814 05 04/01/99 0
4543975 O 03/01/14
0
2761125 F28/G01 F 250,000.00 ZZ
180 246,643.36 1
9011 WEATHERLY WAY 6.375 2,160.63 70
6.125 2,160.63 360,000.00
LORTON VA 22079 5 01/14/99 00
0431267780 03 03/01/99 0
4544171 O 02/01/14
0
2761135 F28/G01 F 246,450.00 ZZ
180 244,052.83 1
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CAREFREE AZ 85377 2 02/05/99 00
0431267590 05 04/01/99 0
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0
2761137 F28/G01 F 324,000.00 ZZ
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115 BAY PORT LN 6.375 2,800.18 80
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MOORESVILLE NC 28115 5 01/27/99 00
0431267574 03 03/01/99 0
4552752 O 02/01/14
0
2761140 F28/G01 F 562,500.00 ZZ
180 556,847.32 1
4725 ROCK SPRING RD 6.375 4,861.41 75
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ARLINGTON VA 22207 2 02/12/99 00
0431267541 05 04/01/99 0
4557696 O 03/01/14
0
2761147 F28/G01 F 380,000.00 ZZ
180 376,223.98 1
2131 SCHILLER AVENUE 6.500 3,310.21 80
6.250 3,310.21 475,000.00
WILMETT IL 60091 1 02/17/99 00
0431267442 05 04/01/99 0
4564201 O 03/01/14
0
2761148 F28/G01 F 285,000.00 ZZ
180 282,167.98 1
3808 LAKEVIEW TERR 6.500 2,482.66 41
6.250 2,482.66 700,000.00
FALLS CHURCH VA 22041 5 02/08/99 00
0431271113 05 04/01/99 0
4565309 O 03/01/14
0
2762058 623/G01 F 260,000.00 ZZ
180 255,005.97 1
609 INDIAN TRAIL DR 7.000 2,336.95 74
6.750 2,336.95 353,000.00
PALOS PARK IL 60464 2 11/12/98 00
0431259746 05 01/01/99 0
1
1180445 O 12/01/13
0
2762064 623/G01 F 252,000.00 ZZ
180 248,722.59 1
22390 WEST CAMBRIDGE DRIVE 6.750 2,229.97 66
6.500 2,229.97 383,000.00
KILDEER IL 60047 2 01/12/99 00
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1206576 O 02/01/14
0
2765100 623/623 F 410,000.00 ZZ
180 404,667.70 1
4085 MONT KATNICH CT NE 6.750 3,628.13 80
6.500 3,628.13 515,000.00
GRAND RAPIDS MI 49546 2 01/22/99 00
1206300 05 03/01/99 0
1206300 O 02/01/14
0
2765108 623/623 F 450,000.00 ZZ
180 445,669.64 1
6685 SUNSET CONCOURSE 6.875 4,013.34 50
6.625 4,013.34 900,000.00
HOLLAND MI 49423 5 02/17/99 00
1224319 05 04/01/99 0
1224319 O 03/01/14
0
2767515 K08/G01 F 46,000.00 ZZ
180 45,721.27 1
1042 GRAHAMS WOOD ROAD 7.500 426.43 52
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NEWVILLE PA 17241 5 03/19/99 00
0411349442 05 05/01/99 0
0411349442 O 04/01/14
0
2768889 K08/G01 F 46,000.00 ZZ
180 45,715.14 1
6024 CORTEZ COURT 7.250 419.92 49
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HERMITAGE TN 37076 2 03/22/99 00
0411340904 05 05/01/99 0
0411340904 O 04/01/14
0
1
2769648 K08/G01 F 130,000.00 ZZ
180 128,958.26 1
1121 COLUMBIA STREET 6.750 1,150.38 56
6.500 1,150.38 235,000.00
HOUSTON TX 77008 5 03/23/99 00
0411328230 05 05/01/99 0
0411328230 O 04/01/14
0
2769651 K08/G01 F 360,000.00 ZZ
180 357,697.06 1
132 PARK LANE 6.875 3,210.68 75
6.625 3,210.68 480,000.00
WEST HARRISON NY 10604 5 03/24/99 00
0411319023 05 05/01/99 0
0411319023 O 04/01/14
0
2769654 K08/G01 F 50,000.00 ZZ
180 49,683.60 1
202 STONEBROOK DRIVE 7.000 449.41 52
6.750 449.41 98,000.00
HENDERSONVILLE NC 28739 1 03/29/99 00
0411323710 05 05/01/99 0
0411323710 O 04/01/14
0
2769665 K08/G01 F 180,000.00 ZZ
180 178,873.16 1
27-10 ROMAINE STREET 7.125 1,630.50 70
6.875 1,630.50 259,500.00
FAIRLAWN NJ 07410 2 03/23/99 00
0411301591 05 05/01/99 0
0411301591 O 04/01/14
0
2769696 K08/G01 F 80,000.00 ZZ
180 79,303.38 1
3800 NW 23 PLACE 7.250 730.29 69
7.000 730.29 116,000.00
COCONUT CREEK FL 33066 2 03/22/99 00
0411340235 03 05/01/99 0
0411340235 O 04/01/14
0
2770392 K08/G01 F 120,000.00 ZZ
180 119,207.20 1
2215 HOWES STREET 6.500 1,045.33 45
6.250 1,045.33 270,000.00
1
MERRICK NY 11566 5 03/25/99 00
0411346893 05 05/01/99 0
0411346893 O 04/01/14
0
2770419 K08/G01 F 65,000.00 ZZ
180 64,601.84 1
3001 APPLE VALLEY DRIVE 7.375 597.95 45
7.125 597.95 147,000.00
GARLAND TX 75043 5 03/25/99 00
0411320377 05 05/01/99 0
0411320377 O 04/01/14
0
2770597 461/461 F 570,000.00 ZZ
180 560,649.00 1
4444 20TH STREET 6.875 5,083.57 60
6.625 5,083.57 960,000.00
SAN FRANCISCO CA 94114 2 02/10/99 00
9022290472 05 04/01/99 0
9022290472 O 03/01/14
0
2770599 461/461 F 250,000.00 ZZ
180 247,568.29 1
317 MELVILLE COURT 6.750 2,212.28 89
6.500 2,212.28 281,000.00
ROSEVILLE CA 95747 2 02/24/99 10
9022324362 05 04/01/99 25
9022324362 O 03/01/14
0
2770601 461/461 F 170,000.00 ZZ
180 168,346.44 1
6812 SPICKARD DRIVE 6.750 1,504.35 48
6.500 1,504.35 360,000.00
HUNTINGTON BEAC CA 92647 2 02/18/99 00
9022348254 05 04/01/99 0
9022348254 O 03/01/14
0
2770602 461/461 F 100,000.00 ZZ
180 98,907.37 1
6586 HARTFORD COURT 6.750 884.91 63
6.500 884.91 160,000.00
RANCHO CUCAMONG CA 91701 2 02/23/99 00
9022378384 05 04/01/99 0
9022378384 O 03/01/14
0
1
2770603 461/461 F 310,000.00 ZZ
180 307,995.44 1
102 SHOOTING STAR ISLE 6.750 2,743.22 46
6.500 2,743.22 680,000.00
FOSTER CITY CA 94404 2 03/15/99 00
9022388466 05 05/01/99 0
9022388466 O 04/01/14
0
2770604 461/461 F 329,500.00 ZZ
180 326,190.76 1
12430 BEVERLY DRIVE 6.375 2,847.71 87
6.125 2,847.71 382,000.00
WHITTIER CA 90601 2 02/26/99 10
9022392989 05 04/01/99 25
9022392989 O 03/01/14
0
2770605 461/461 F 649,999.00 ZZ
180 643,744.01 1
1 MUIR BEACH CIRCLE 6.875 5,797.05 48
6.625 5,797.05 1,375,000.00
NEWPORT BEACH CA 92625 2 02/18/99 00
9022393995 05 04/01/99 0
9022393995 O 03/01/14
0
2770606 461/461 F 450,000.00 ZZ
180 447,026.98 1
513 N ELM DR 6.500 3,919.99 19
6.250 3,919.99 2,450,000.00
BEVERLY HILLS CA 91021 5 03/15/99 00
9022394324 05 05/01/99 0
9022394324 O 04/01/14
0
2770608 461/461 F 293,000.00 ZZ
180 290,038.69 1
1038 SANTA FLORENCIA 7.125 2,654.09 61
6.875 2,654.09 485,000.00
SOLANA BEACH CA 92075 2 02/16/99 00
9022413595 05 04/01/99 0
9022413595 O 03/01/14
0
2770609 461/461 F 240,050.00 ZZ
180 237,715.07 1
1
21891 CONSUEGRA 6.750 2,124.23 69
6.500 2,124.23 348,000.00
MISSION VIEJO CA 92692 2 02/17/99 00
9022416754 05 04/01/99 0
9022416754 O 03/01/14
0
2770610 461/461 F 328,000.00 ZZ
180 324,714.76 1
331 DALKEITH AVE 6.625 2,879.82 60
6.375 2,879.82 550,000.00
LOS ANGELES CA 90049 2 02/05/99 00
9022417034 05 04/01/99 0
9022417034 O 03/01/14
0
2770611 461/461 F 337,000.00 ZZ
180 333,686.82 1
5782 SOUTHALL TERRACE 6.625 2,958.84 46
6.375 2,958.84 737,000.00
IRVINE CA 92612 1 02/16/99 00
9022418750 05 04/01/99 0
9022418750 O 03/01/14
0
2770612 461/461 F 224,975.00 ZZ
180 223,535.83 1
1117 PROMONTORY PLACE 6.875 2,006.45 60
6.625 2,006.45 375,000.00
WEST COVINA CA 91791 2 03/10/99 00
9022420434 05 05/01/99 0
9022420434 O 04/01/14
0
2770613 461/461 F 1,000,000.00 ZZ
180 983,155.24 1
804 NORTH RODEO DR 6.875 8,918.55 31
6.625 8,918.55 3,250,000.00
BEVERLY HILLS CA 90210 2 02/16/99 00
9022427041 05 04/01/99 0
9022427041 O 03/01/14
0
2770614 461/461 F 750,000.00 ZZ
180 741,975.97 1
409 LINCOLN BOULEVARD 7.000 6,741.22 52
6.750 6,741.22 1,450,000.00
SANTA MONICA CA 90402 2 03/05/99 00
9022429922 05 05/01/99 0
1
9022429922 O 04/01/14
0
2770615 461/461 F 599,000.00 ZZ
180 595,084.80 1
299 STRATFORD PARK CIRCLE 6.625 5,259.19 67
6.375 5,259.19 900,000.00
DEL MAR CA 92014 2 03/08/99 00
9022431704 05 05/01/99 0
9022431704 O 04/01/14
0
2770616 461/461 F 439,000.00 ZZ
180 434,820.63 1
2254 KELTON AVENUE 7.000 3,945.86 62
6.750 3,945.86 709,000.00
LOS ANGELES CA 90064 2 02/17/99 00
9022435846 05 04/01/99 0
9022435846 O 03/01/14
0
2770617 461/461 F 649,900.00 ZZ
180 643,372.92 1
8900 HILLSIDE ROAD 6.375 5,616.77 65
6.125 5,616.77 1,000,000.00
RANCHO CUCAMONG CA 91701 2 02/23/99 00
9022436042 05 04/01/99 0
9022436042 O 03/01/14
0
2770618 461/461 F 378,400.00 T
180 374,874.45 1
70780 ALPINE BEAUTY 7.250 3,454.28 80
7.000 3,454.28 473,500.00
BLACK BUTTE RAN OR 97759 2 02/26/99 00
9022437305 05 04/01/99 0
9022437305 O 03/01/14
0
2770620 461/461 F 399,500.00 ZZ
180 395,737.44 1
22485 DEERBROOK 7.125 3,618.80 69
6.875 3,618.80 580,000.00
MISSION VIEJO CA 92692 5 02/16/99 00
9022443808 05 04/01/99 0
9022443808 O 03/01/14
0
1
2770621 461/461 F 305,000.00 ZZ
180 303,090.65 1
4560 MERRILL STREET 7.125 2,762.79 69
6.875 2,762.79 445,000.00
TORRANCE CA 90503 2 03/11/99 00
9022446769 05 05/01/99 0
9022446769 O 04/01/14
0
2770622 461/461 F 575,000.00 ZZ
180 571,321.69 1
4718 LOUISE AVENUE 6.875 5,128.17 67
6.625 5,128.17 860,000.00
LOS ANGELES CA 91316 2 03/01/99 00
9022446819 05 05/01/99 0
9022446819 O 04/01/14
0
2770623 461/461 F 102,500.00 T
180 100,309.86 1
76780 KYBAR ROAD 6.750 907.04 66
6.500 907.04 155,900.00
PALM DESERT CA 92211 5 02/19/99 00
9022448369 01 04/01/99 0
9022448369 O 03/01/14
0
2770624 461/461 F 340,000.00 ZZ
180 335,752.34 1
3442 SAGAMORE DRIVE 6.625 2,985.18 57
6.375 2,985.18 600,000.00
HUNTINGTON BEAC CA 92649 2 02/24/99 00
9022448898 05 04/01/99 0
9022448898 O 03/01/14
0
2770625 461/461 F 315,000.00 ZZ
180 311,910.78 1
19562 SIERRA SOTO ROAD 6.750 2,787.47 79
6.500 2,787.47 400,000.00
IRVINE CA 92612 2 02/22/99 00
9022449664 05 04/01/99 0
9022449664 O 03/01/14
0
2770626 461/461 F 325,000.00 ZZ
180 322,004.58 1
2445 NIDO AGUILA 7.375 2,989.76 77
7.125 2,989.76 425,000.00
1
ALPINE CA 91901 2 02/22/99 00
9022450480 05 04/01/99 0
9022450480 O 03/01/14
0
2770628 461/461 F 99,000.00 ZZ
180 98,366.69 1
23395 CAMINITO BASILIO 6.875 882.94 66
6.625 882.94 152,000.00
LAGUNA HILLS CA 92653 2 03/12/99 00
9022454169 01 05/01/99 0
9022454169 O 04/01/14
0
2770629 461/461 F 298,000.00 ZZ
180 296,073.02 1
3525 GRAYBURN ROAD 6.750 2,637.04 67
6.500 2,637.04 445,000.00
PASADENA CA 91107 2 03/08/99 00
9022454268 05 05/01/99 0
9022454268 O 04/01/14
0
2770630 461/461 F 315,000.00 ZZ
180 311,903.08 1
3250 EAST WOODBINE ROAD 6.625 2,765.69 42
6.375 2,765.69 750,000.00
ORANGE CA 92867 2 02/19/99 00
9022459010 05 04/01/99 0
9022459010 O 03/01/14
0
2770631 461/461 F 380,000.00 ZZ
180 376,343.23 1
100 DOVER STREET 6.875 3,389.05 59
6.625 3,389.05 650,000.00
LOS GATOS CA 95032 2 02/24/99 00
9022459770 05 04/01/99 0
9022459770 O 03/01/14
0
2770632 461/461 F 342,000.00 ZZ
180 339,764.62 1
4468 LA ORILLA 6.625 3,002.74 26
6.375 3,002.74 1,350,000.00
RANCHO SANTA FE CA 92067 2 03/12/99 00
9022462410 05 05/01/99 0
9022462410 O 04/01/14
0
1
2770633 461/461 F 610,750.00 ZZ
180 605,281.11 1
68 SURFSIDE AVENUE #A 6.875 5,447.01 52
6.625 5,447.01 1,175,000.00
SEAL BEACH CA 90743 2 03/11/99 00
9022462477 03 05/01/99 0
9022462477 O 04/01/14
0
2770634 461/461 F 320,000.00 ZZ
180 317,908.40 1
19601 CRYSTAL SPRINGS COURT 6.625 2,809.59 80
6.375 2,809.59 400,000.00
SANTA CLARITA CA 91321 2 03/09/99 00
9022462543 05 05/01/99 0
9022462543 O 04/01/14
0
2770635 461/461 F 385,000.00 ZZ
180 381,295.12 1
3801 WINDING CREEK ROAD 6.875 3,433.64 60
6.625 3,433.64 645,000.00
SACRAMENTO CA 95864 1 02/26/99 00
9022466478 05 04/01/99 0
9022466478 O 03/01/14
0
2770636 461/461 F 333,000.00 ZZ
180 330,846.72 1
805 SPRING CREEK WAY 6.750 2,946.75 71
6.500 2,946.75 475,000.00
TEMPLETON CA 93465 2 03/04/99 00
9022469225 05 05/01/99 0
9022469225 O 04/01/14
0
2770637 461/461 F 252,000.00 ZZ
180 250,370.47 1
22920 AUDREY AVENUE 6.750 2,229.98 52
6.500 2,229.98 485,000.00
TORRANCE CA 90505 2 03/05/99 00
9022472583 05 05/01/99 0
9022472583 O 04/01/14
0
2770639 461/461 F 300,000.00 ZZ
180 298,101.50 1
1
6OO WEST DEVON PLACE 7.000 2,696.49 58
6.750 2,696.49 525,000.00
LONG BEACH CA 90807 2 03/15/99 00
9022484901 05 05/01/99 0
9022484901 O 04/01/14
0
2770640 461/461 F 384,000.00 ZZ
180 380,264.89 1
250 SOUTH WILLOWCREEK LANE 6.750 3,398.06 68
6.500 3,398.06 565,000.00
ANAHEIM CA 92808 2 02/12/99 00
9022421549 05 04/01/99 0
9022421549 O 03/01/14
0
2770642 461/461 F 345,443.00 ZZ
180 343,233.19 1
14 DEER STALKER PATH 6.875 3,080.85 61
6.625 3,080.85 570,000.00
MONTEREY CA 93940 5 03/15/99 00
9022438238 05 05/01/99 0
9022438238 O 04/01/14
0
2770929 287/287 F 400,000.00 ZZ
180 393,254.67 1
430 STABLEWOOD LANE 6.350 3,451.53 26
6.100 3,451.53 1,550,000.00
LAKE FOREST IL 60045 4 01/12/98 00
3392982 05 02/01/99 0
3392982 O 01/01/14
0
2770930 287/287 F 408,000.00 ZZ
171 400,961.33 1
6430 SHADY CREEK COURT 7.050 3,788.29 80
6.800 3,788.29 510,500.00
FORT WAYNE IN 46804 4 04/22/98 00
3626884 05 03/01/99 0
3626884 O 05/01/13
0
2770931 287/287 F 250,000.00 T
171 246,510.88 1
874 MACAW CR. 6.875 2,297.11 71
6.625 2,297.11 356,000.00
VENICE FL 34292 4 04/30/98 00
3640935 03 03/01/99 0
1
3640935 O 05/01/13
0
2770932 287/287 F 500,000.00 ZZ
173 488,678.08 1
540 HILL AVENUE 6.900 4,569.81 80
6.650 4,569.81 625,000.00
GLEN ELLYN IL 60137 4 11/02/98 00
3682903 05 01/01/99 0
3682903 O 05/01/13
0
2770933 287/287 F 350,000.00 ZZ
171 345,164.24 1
9651 KRIS TRAIL 7.000 3,240.08 72
6.750 3,240.08 490,000.00
ORLAND PARK IL 60462 4 05/11/98 00
4434635 05 04/01/99 0
4434635 O 06/01/13
0
2770934 287/287 F 619,136.00 ZZ
171 610,581.74 1
19N038 DEEP WOOD ROAD 7.000 5,731.57 78
6.750 5,731.57 795,000.00
BARRINGTON HILL IL 60010 2 06/11/98 00
4491130 05 05/01/99 0
4491130 O 07/01/13
0
2770935 287/287 F 254,000.00 ZZ
172 250,536.92 1
2061 TWIN EAGLES DR 7.050 2,350.43 76
6.800 2,350.43 335,000.00
TRAVERSE CITY MI 49686 4 01/05/99 00
4732707 05 03/01/99 0
4732707 O 06/01/13
0
2770936 287/287 F 378,000.00 ZZ
174 371,656.59 1
3656 WILLOW SPRINGS CT NE 7.050 3,474.61 53
6.800 3,474.61 724,000.00
GRAND RAPIDS MI 49525 4 12/01/98 00
4735320 05 02/01/99 0
4735320 O 07/01/13
0
1
2770938 287/287 F 300,000.00 ZZ
180 296,180.79 1
8 NORMANDY COURT 7.000 2,696.49 69
6.750 2,696.49 440,000.00
OAKWOOD HILLS IL 60013 1 01/22/99 00
4938940 05 03/01/99 0
4938940 O 02/01/14
0
2770939 287/287 F 380,000.00 ZZ
180 373,983.20 1
900 SAN LUCIA DR SE 7.000 3,415.55 70
6.750 3,415.55 550,000.00
EAST GRAND RAPI MI 49506 2 01/13/99 00
5024179 05 03/01/99 0
5024179 O 02/01/14
0
2770941 287/287 F 340,000.00 ZZ
180 335,690.09 1
1578 FOOTHILLS 7.050 3,065.53 57
6.800 3,065.53 600,000.00
ADA MI 49301 2 01/18/99 00
5151105 05 03/01/99 0
5151105 O 02/01/14
0
2770942 287/287 F 493,100.00 ZZ
180 486,604.50 3
1917 N LARRABEE 6.600 4,322.59 70
6.350 4,322.59 710,000.00
CHICAGO IL 60614 2 01/15/99 00
5188628 05 03/01/99 0
5188628 O 02/01/14
0
2770944 287/287 F 399,000.00 T
180 393,920.45 1
1400 S OCEAN BL #N606 7.000 3,586.33 45
6.750 3,586.33 900,000.00
BOCA RATON FL 33432 2 01/27/99 00
5254388 06 03/01/99 0
5254388 O 02/01/14
0
2770945 287/287 F 864,460.00 ZZ
180 845,737.02 1
27945 FOURTEEN MILE 7.050 7,794.20 73
6.800 7,794.20 1,200,000.00
1
FARMINGTON HILL MI 48334 2 12/23/98 00
5291331 05 02/01/99 0
5291331 O 01/01/14
0
2770946 287/287 F 280,000.00 ZZ
180 277,334.35 1
4007 HARBOR PLACE 7.000 2,516.72 80
6.750 2,516.72 350,000.00
ST CLAIR SHORES MI 48080 1 03/01/99 00
5300926 01 04/01/99 0
5300926 O 03/01/14
0
2770949 287/287 F 645,250.00 ZZ
85 621,586.54 1
1236 ST ANDREWS 7.100 9,681.35 72
6.850 9,681.35 900,000.00
SCHERERVILLE IN 46375 2 01/22/99 00
5311279 05 03/01/99 0
5311279 O 03/01/06
0
2770952 287/287 F 395,000.00 ZZ
180 389,971.37 1
6414 VERMONT TRAIL 7.000 3,550.38 64
6.750 3,550.38 618,000.00
CRYSTAL LAKE IL 60012 2 01/27/99 00
5320999 05 03/01/99 0
5320999 O 02/01/14
0
2770954 287/287 F 310,000.00 ZZ
180 307,048.74 1
585 CRESCENT DR 7.000 2,786.37 79
6.750 2,786.37 393,650.00
HOLLAND MI 49423 1 02/15/99 00
5326681 05 04/01/99 0
5326681 O 03/01/14
0
2770955 287/287 F 305,500.00 ZZ
180 302,591.56 1
1963 CAMARGUE DR 7.000 2,745.93 72
6.750 2,745.93 425,000.00
ZIONSVILLE IN 46077 2 02/02/99 00
5327838 03 04/01/99 0
5327838 O 03/01/14
0
1
2770956 287/287 F 330,000.00 ZZ
180 326,322.27 1
537 JUDSON AVENUE 6.900 2,947.72 75
6.650 2,947.72 445,000.00
EVANSTON IL 60202 2 02/08/99 00
5328299 05 04/01/99 0
5328299 O 03/01/14
0
2770957 287/287 F 261,270.00 ZZ
180 255,196.47 1
58891 RIVER FOREST DR 7.000 2,348.37 77
6.750 2,348.37 342,000.00
GOSHEN IN 46528 1 01/19/99 00
5336839 05 03/01/99 0
5336839 O 02/01/14
0
2770958 287/287 F 472,500.00 ZZ
180 468,001.70 1
1030 N STATE ST #3 KLMA 7.000 4,246.97 75
6.750 4,246.97 630,000.00
CHICAGO IL 60610 2 02/01/99 00
5343702 06 04/01/99 0
5343702 O 03/01/14
0
2770959 287/287 F 360,000.00 ZZ
180 355,416.93 1
2553 GREENVIEW ROAD 7.000 3,235.79 59
6.750 3,235.79 620,000.00
NORTHBROOK IL 60062 5 01/19/99 00
5344593 05 03/01/99 0
5344593 O 02/01/14
0
2770960 287/287 F 600,000.00 ZZ
180 594,287.90 1
4785 TARA CT 7.000 5,392.97 43
6.750 5,392.97 1,400,000.00
WEST BLOOMFIELD MI 48323 5 02/24/99 00
5348552 05 04/01/99 0
5348552 O 03/01/14
0
2770961 287/287 F 498,325.00 ZZ
180 491,980.98 1
1
4951 PINE TRAIL 7.000 4,479.09 40
6.750 4,479.09 1,250,000.00
HARBOR SPRINGS MI 49740 2 01/22/99 00
5351606 05 03/01/99 0
5351606 O 02/01/14
0
2770962 287/287 F 262,000.00 ZZ
180 259,494.94 1
98 OLD MILL RD 6.950 2,347.62 75
6.700 2,347.62 350,000.00
BARRINGTON IL 60010 5 02/08/99 00
5354113 05 04/01/99 0
5354113 O 03/01/14
0
2770963 287/287 F 376,000.00 ZZ
180 372,420.39 1
1N782 FRANCIS ROAD 7.000 3,379.60 80
6.750 3,379.60 470,000.00
MAPLE PARK IL 60151 1 02/15/99 00
5354394 05 04/01/99 0
5354394 O 03/01/14
0
2770964 287/287 F 249,000.00 ZZ
180 247,431.06 1
16067 BAIRD DR 7.050 2,245.05 46
6.800 2,245.05 548,000.00
SPRING LAKE MI 49546 2 03/01/99 00
5359682 05 05/01/99 0
5359682 O 04/01/14
0
2770965 287/287 F 275,000.00 ZZ
180 271,585.08 1
285 ESSEX ROAD 7.050 2,479.48 41
6.800 2,479.48 685,000.00
WINNETKA IL 60093 5 02/19/99 00
5359849 05 04/01/99 0
5359849 O 03/01/14
0
2770966 287/287 F 309,750.00 ZZ
180 305,558.72 1
731 FRANKLIN AVE 7.050 2,792.79 75
6.800 2,792.79 413,000.00
RIVER FOREST IL 60305 1 01/22/99 00
5361530 05 03/01/99 0
1
5361530 O 02/01/14
0
2770967 287/287 F 466,400.00 ZZ
180 461,978.85 1
W7958 LAKE ANTOINE RD 7.050 4,205.19 66
6.800 4,205.19 715,000.00
IRON MT MI 49801 2 02/12/99 00
5361647 05 04/01/99 0
5361647 O 03/01/14
0
2770969 287/287 F 600,000.00 ZZ
180 592,361.61 1
14545 SPIREA DR 7.000 5,392.97 62
6.750 5,392.97 975,000.00
ELK RAPIDS MI 49629 5 01/22/99 00
5402227 05 03/01/99 0
5402227 O 02/01/14
0
2770970 287/287 F 350,000.00 ZZ
180 346,595.60 1
B8083 TIMBERLANE POINT ROAD 6.750 3,097.19 75
6.500 3,097.19 470,000.00
PEQUOT LAKES MN 56472 1 02/10/99 00
5403910 05 04/01/99 0
5403910 O 03/01/14
0
2770971 287/287 F 300,000.00 ZZ
180 265,010.91 1
66 HALL PLACE 6.950 2,688.11 80
6.700 2,688.11 375,000.00
GROSSE POINTE F MI 48236 1 02/01/99 00
5407044 05 03/01/99 0
5407044 O 02/01/14
0
2770972 287/287 F 433,500.00 ZZ
180 429,426.02 1
1361 KINGS CREST CR 7.150 3,932.87 72
6.900 3,932.87 610,000.00
GRAND BLANC MI 48439 2 02/18/99 00
5411541 05 04/01/99 0
5411541 O 03/01/14
0
1
2770973 287/287 F 284,000.00 ZZ
180 282,225.97 1
2414 THAYER ST 7.150 2,576.55 80
6.900 2,576.55 355,000.00
EVANSTON IL 60201 2 03/01/99 00
5412929 05 05/01/99 0
5412929 O 04/01/14
0
2770974 287/287 F 406,775.00 ZZ
144 401,304.96 1
1717 SUNNYSIDE AVE 7.050 4,194.05 66
6.800 4,194.05 620,000.00
HIGHLAND PARK IL 60035 2 02/17/99 00
5421516 05 04/01/99 0
5421516 O 03/01/11
0
2770975 287/287 F 310,000.00 ZZ
180 306,053.49 1
7970 OAKHAVEN PLACE 7.000 2,786.37 62
6.750 2,786.37 500,000.00
INDIANAPOLIS IN 46256 5 01/25/99 00
5424973 03 03/01/99 0
5424973 O 02/01/14
0
2770976 287/287 F 370,000.00 ZZ
180 367,658.51 1
11 WEST 65TH ST 7.000 3,325.67 63
6.750 3,325.67 595,000.00
INDIANAPOLIS IN 46260 5 03/08/99 00
5425004 05 05/01/99 0
5425004 O 04/01/14
0
2770977 287/287 F 419,750.00 ZZ
180 415,753.89 1
670 PLUM TREE RD 7.000 3,772.84 76
6.750 3,772.84 555,000.00
BARRINGTON HILL IL 60010 2 02/09/99 00
5437876 05 04/01/99 0
5437876 O 03/01/14
0
2770978 287/287 F 279,809.00 ZZ
180 276,691.90 1
4006 WHITE BLOSSOM 7.000 2,515.01 80
6.750 2,515.01 349,762.00
1
LOUISVILLE KY 40241 1 02/16/99 00
5440508 05 04/01/99 0
5440508 O 03/01/14
0
2770979 287/287 F 325,500.00 ZZ
180 323,440.13 1
41W183 SADDLEBROOK DR 7.000 2,925.69 75
6.750 2,925.69 434,000.00
ST CHARLES IL 60175 5 03/05/99 00
5465562 05 05/01/99 0
5465562 O 04/01/14
0
2770980 287/287 F 480,000.00 ZZ
180 457,894.62 1
97 DYER TRAIL 6.950 4,300.97 36
6.700 4,300.97 1,350,000.00
BRECKENRIDGE CO 80424 2 02/19/99 00
5466065 05 04/01/99 0
5466065 O 03/01/14
0
2770982 287/287 F 295,000.00 ZZ
180 289,565.56 1
7673 SERENITY DR 7.050 2,659.80 61
6.800 2,659.80 490,000.00
DUBLIN OH 43017 5 02/12/99 00
5468855 05 04/01/99 0
5468855 O 03/01/14
0
2770983 287/287 F 350,000.00 ZZ
180 346,667.74 1
2042 N MAGNOLIA AVENUE 7.000 3,145.90 22
6.750 3,145.90 1,625,000.00
CHICAGO IL 60614 5 02/05/99 00
5470299 05 04/01/99 0
5470299 O 03/01/14
0
2770984 287/287 F 501,400.00 ZZ
180 498,240.68 1
411 CHERRY CREEK LN 7.050 4,520.76 65
6.800 4,520.76 778,000.00
PROSPECT HEIGHT IL 60070 2 03/01/99 00
5473517 05 05/01/99 0
5473517 O 04/01/14
0
1
2770985 287/287 F 346,300.00 ZZ
180 343,003.14 1
5113 DYEHILL CT 7.000 3,112.65 80
6.750 3,112.65 436,000.00
FLINT MI 48532 2 02/23/99 00
5478318 05 04/01/99 0
5478318 O 03/01/14
0
2770986 287/287 F 520,000.00 ZZ
180 516,695.01 1
2925 JUDSON RD 6.950 4,659.39 65
6.700 4,659.39 800,000.00
SPRING LAKE MI 49456 5 03/01/99 00
5483896 05 05/01/99 0
5483896 O 04/01/14
0
2770987 287/287 F 455,000.00 ZZ
180 452,099.16 1
3502 RIVER PINES DR 6.950 4,076.97 50
6.700 4,076.97 925,000.00
ANN ARBOR MI 48103 5 03/04/99 00
5485826 05 05/01/99 0
5485826 O 04/01/14
0
2770988 287/287 F 340,000.00 ZZ
180 337,637.90 1
383 LAKESIDE PLACE 6.950 3,046.52 46
6.700 3,046.52 740,000.00
HIGHLAND PARK IL 60035 5 02/26/99 00
5490032 05 05/01/99 0
5490032 O 04/01/14
0
2770989 287/287 F 445,000.00 ZZ
132 434,003.00 1
2380 RIDGE ROAD 6.950 4,831.77 74
6.700 4,831.77 605,000.00
HIGHLAND PARK IL 60035 2 03/12/99 00
5492715 05 05/01/99 0
5492715 O 04/01/10
0
2770990 287/287 F 345,000.00 ZZ
180 341,687.15 1
1
16887 LAKE AVE 6.900 3,081.71 70
6.650 3,081.71 495,000.00
WEST OLIVE MI 49460 2 02/17/99 00
5492905 05 04/01/99 0
5492905 O 03/01/14
0
2770991 287/287 F 256,000.00 ZZ
180 254,372.92 1
11390 LAKE CIRCLE DR 6.950 2,293.86 80
6.700 2,293.86 320,000.00
SAGINAW MI 48609 2 02/25/99 00
5497979 05 05/01/99 0
5497979 O 04/01/14
0
2770993 287/287 F 598,000.00 ZZ
180 594,199.26 1
175 BALDWIN 6.950 5,358.30 65
6.700 5,358.30 920,000.00
BIRMINGHAM MI 48009 5 03/01/99 00
5500665 05 05/01/99 0
5500665 O 04/01/14
0
2770994 287/287 F 357,675.00 ZZ
180 355,391.86 1
4674 SAILVIEW DR 6.900 3,194.93 43
6.650 3,194.93 850,000.00
HOLLAND MI 49423 2 03/12/99 00
5506357 05 05/01/99 0
5506357 O 04/01/14
0
2770995 287/287 F 370,000.00 ZZ
180 367,658.51 1
29285 REGENCY CIRCLE 7.000 3,325.67 79
6.750 3,325.67 470,000.00
WESTLAKE OH 44145 1 03/15/99 00
5818711 05 05/01/99 0
5818711 O 04/01/14
0
2770996 287/287 F 368,000.00 ZZ
180 365,650.97 1
9229 THOMAS ST 6.900 3,287.15 80
6.650 3,287.15 460,000.00
SHELBY MI 49455 1 03/15/99 00
5823133 05 05/01/99 0
1
5823133 O 04/01/14
0
2771127 K08/G01 F 84,000.00 ZZ
180 83,479.83 1
2559 OLD DOBBIN DRIVE EAST 7.250 766.80 80
7.000 766.80 105,000.00
MOBILE AL 36695 2 03/26/99 00
0411348527 05 05/01/99 0
0411348527 O 04/01/14
0
2771129 K08/G01 F 123,500.00 ZZ
180 122,701.42 1
68 VINEYARD LANE 6.750 1,092.86 78
6.500 1,092.86 160,000.00
SOUTHINGTON CT 06489 2 03/26/99 00
0411350416 05 05/01/99 0
0411350416 O 04/01/14
0
2771161 K08/G01 F 130,000.00 ZZ
180 129,168.39 1
108 PARK KNOLL LANE 6.875 1,159.41 65
6.625 1,159.41 201,000.00
WHITEFISH MT 59937 2 03/25/99 00
0411267701 05 05/01/99 0
0411267701 O 04/01/14
0
2771195 K08/G01 F 108,000.00 ZZ
180 107,301.64 1
6715 TRAMMEL DRIVE 6.750 955.70 75
6.500 955.70 144,000.00
DALLAS TX 75214 5 03/26/99 00
0411286024 05 05/01/99 0
0411286024 O 04/01/14
0
2771202 K08/G01 F 138,750.00 ZZ
180 137,862.41 1
90 SW 17TH ROAD 6.875 1,237.45 75
6.625 1,237.45 185,000.00
MIAMI FL 33129 1 03/31/99 00
0411324668 05 05/01/99 0
0411324668 O 04/01/14
0
1
2771222 K08/G01 F 338,000.00 ZZ
180 335,861.04 1
930 PARK AVENUE 7.000 3,038.04 80
6.750 3,038.04 424,000.00
RIVER FOREST IL 60305 2 03/26/99 00
0411327646 05 05/01/99 0
0411327646 O 04/01/14
0
2771242 K08/G01 F 101,000.00 ZZ
180 100,091.71 1
2656 AVIS DRIVE 6.500 879.82 69
6.250 879.82 148,000.00
STERLING HEIGHT MI 48310 2 03/26/99 00
0411341779 05 05/01/99 0
0411341779 O 04/01/14
0
2771244 K08/G01 F 67,800.00 ZZ
180 67,380.15 1
412 BOBWHITE DRIVE 7.250 618.92 63
7.000 618.92 108,000.00
PENSACOLA FL 32514 2 03/26/99 00
0411348311 05 05/01/99 0
0411348311 O 04/01/14
0
2771264 K08/G01 F 135,000.00 ZZ
180 134,173.04 1
2906 TRAIL LAKE DRIVE 7.375 1,241.90 80
7.125 1,241.90 170,000.00
GRAPEVINE TX 76051 2 03/24/99 00
0411226178 05 05/01/99 0
0411226178 O 04/01/14
0
2771821 K08/G01 F 468,000.00 ZZ
180 464,874.84 1
1698 MICHAEL LN 6.375 4,044.69 80
(PACIFIC PALISADES) 6.125 4,044.69 585,000.00
LOS ANGELES CA 90272 1 03/24/99 00
0411319148 01 05/01/99 0
0411319148 O 04/01/14
0
2772787 K08/G01 F 166,000.00 ZZ
180 164,972.04 1
43211 CORLBEAN 7.250 1,515.35 52
7.000 1,515.35 325,000.00
1
STERLING HEIGHT MI 48314 2 03/29/99 00
0411332026 05 05/01/99 0
0411332026 O 04/01/14
0
2773727 K08/G01 F 123,750.00 ZZ
180 122,949.78 1
812 RANKIN DRIVE 6.750 1,095.08 75
6.500 1,095.08 165,000.00
BEDFORD TX 76022 5 03/31/99 00
0411353113 05 05/01/99 0
0411353113 O 04/01/14
0
2773742 K08/G01 F 525,000.00 ZZ
180 521,677.64 1
903 CREEK WOOD WAY 7.000 4,718.85 65
6.750 4,718.85 820,000.00
HOUSTON TX 77024 5 03/31/99 00
0411337322 05 05/01/99 0
0411337322 O 04/01/14
0
2773761 K08/G01 F 42,750.00 ZZ
180 42,464.52 1
1125 RUTLAND ST 6.375 369.47 65
6.125 369.47 66,000.00
OPA LOCKA FL 33054 2 03/31/99 00
0411329576 05 05/01/99 0
0411329576 O 04/01/14
0
2773774 K08/G01 F 180,000.00 ZZ
180 174,477.80 1
9354 HILLROSE STREET 7.000 1,617.89 60
6.750 1,617.89 300,000.00
LOS ANGELES CA 91040 2 03/25/99 00
0411333057 05 05/01/99 0
0411333057 O 04/01/14
0
2774935 K08/G01 F 150,000.00 ZZ
180 149,030.89 1
4 PINEY POINT AVENUE 7.125 1,358.75 66
6.875 1,358.75 230,000.00
CROTON ON HUDSO NY 10520 2 04/01/99 00
0411323082 05 05/01/99 0
0411323082 O 04/01/14
0
1
2774942 K08/G01 F 96,000.00 ZZ
180 95,399.02 1
3004 POST RIVER ROAD 7.125 869.60 74
6.875 869.60 130,000.00
CEDAR PARK TX 78613 5 04/01/99 00
0411328313 05 05/01/99 0
0411328313 O 04/01/14
0
2774949 K08/G01 F 160,000.00 ZZ
180 158,976.47 1
309 75TH AVENUE NORTH 6.875 1,426.97 80
6.625 1,426.97 200,000.00
BROOKLYN PARK MN 55444 2 04/01/99 00
0411341530 05 05/01/99 0
0411341530 O 04/01/14
0
2774967 K08/G01 F 57,400.00 ZZ
180 57,218.90 1
11202 WEST 13TH STREET 7.000 515.93 60
6.750 515.93 96,000.00
WITCHITA KS 67212 2 04/01/99 00
0411331234 05 06/01/99 0
0411331234 O 05/01/14
0
2775235 E82/G01 F 308,000.00 ZZ
180 303,779.17 1
10372 CEMENT HILL ROAD 7.000 2,768.39 73
6.750 2,768.39 423,320.00
NEVADA CITY CA 95959 2 04/05/99 00
0400190781 05 06/01/99 0
1664297 O 05/01/14
0
2776062 K08/G01 F 129,000.00 ZZ
180 127,843.16 1
14 DEERWOOD TRAIL 7.000 1,159.49 79
6.750 1,159.49 164,000.00
NORTH MANKATO MN 56003 2 04/02/99 00
0411340821 05 05/01/99 0
0411340821 O 04/01/14
0
2776846 K08/G01 F 65,000.00 ZZ
180 64,794.93 1
1
9280 SUNSET STRIP 7.000 584.24 62
6.750 584.24 105,000.00
SUNRISE FL 33322 1 04/08/99 00
0411362379 05 06/01/99 0
0411362379 O 05/01/14
0
2776858 K08/G01 F 72,750.00 T
180 72,520.47 1
2495 S. KIHEI ROAD 7.000 653.90 77
UNIT #139 6.750 653.90 95,000.00
KIHEI HI 96753 1 04/01/99 00
0411357064 01 06/01/99 0
0411357064 O 05/01/14
0
2777277 E82/G01 F 267,000.00 ZZ
180 266,139.17 1
27796 HOMESTEAD ROAD 6.750 2,362.71 64
6.500 2,362.71 420,346.00
LAGUNA NIGUEL CA 92677 2 04/07/99 00
0400195582 05 06/01/99 0
1746391 O 05/01/14
0
2777855 K08/G01 F 74,750.00 ZZ
180 74,511.60 1
5325 N.W. 182ND STREET 6.875 666.66 65
6.625 666.66 115,000.00
MIAMI FL 33055 5 04/05/99 00
0411351414 05 06/01/99 0
0411351414 O 05/01/14
0
2777942 E82/G01 F 378,000.00 ZZ
180 376,794.42 1
5266 VISTA DEL DIOS 6.875 3,371.21 56
6.625 3,371.21 685,000.00
RANCHO SANTA FE CA 92067 2 04/08/99 00
0400194338 29 06/01/99 0
0400194338 O 05/01/14
0
2780949 K08/G01 F 89,500.00 ZZ
180 89,149.86 1
12227 VERONICA ROAD 7.500 829.68 70
7.250 829.68 128,000.00
FARMERS BRANCH TX 75234 5 04/07/99 00
0411358906 05 06/01/99 0
1
0411358906 O 05/01/14
0
2780974 K08/G01 F 71,500.00 ZZ
180 71,286.42 1
2346 46TH AVENUE NE 7.625 667.90 55
7.375 667.90 130,000.00
OLYMPIA WA 98506 5 04/02/99 00
0411313950 05 06/01/99 0
0411313950 O 05/01/14
0
2780980 K08/G01 F 106,000.00 ZZ
180 105,661.92 1
400 CHESTNUT ST 6.875 945.37 54
6.625 945.37 198,000.00
RIDGEFIELD NJ 07657 2 04/06/99 00
0411356090 05 06/01/99 0
0411356090 O 05/01/14
0
2782657 K08/G01 F 55,000.00 ZZ
180 54,822.68 1
1041 NORTH HOMESTEAD DRIVE 6.750 486.70 72
6.500 486.70 76,500.00
WEBB CITY MO 64870 5 04/08/99 00
0411360902 05 06/01/99 0
0411360902 O 05/01/14
0
2782667 K08/G01 F 253,000.00 ZZ
180 252,227.49 1
1127 BRUNSWICK 7.375 2,327.41 73
7.125 2,327.41 351,000.00
ROCHESTER HILLS MI 48309 2 04/08/99 00
0411333891 05 06/01/99 0
0411333891 O 05/01/14
0
2784697 696/G01 F 300,000.00 ZZ
180 299,022.27 1
6617 MADISON MCLEAN DRIVE 6.625 2,633.98 55
6.375 2,633.98 550,000.00
MCLEAN VA 22101 1 04/15/99 00
0431284272 07 06/01/99 0
24499017 O 05/01/14
0
1
2787476 K08/G01 F 112,000.00 ZZ
180 111,650.47 2
10-12 KETNER STREET 7.125 1,014.53 59
6.875 1,014.53 190,000.00
BLOOMFIELD NJ 07003 2 04/09/99 00
0411351588 05 06/01/99 0
0411351588 O 05/01/14
0
2787477 K08/G01 F 56,050.00 ZZ
180 55,871.24 1
244 MEADOWLARK DRIVE 6.875 499.88 95
6.625 499.88 59,000.00
SMYRNA TN 37167 1 04/14/99 04
0411279797 05 06/01/99 30
0411279797 O 05/01/14
0
2787486 K08/G01 F 257,000.00 ZZ
180 255,671.41 1
46 HOMESTEAD ROAD 6.750 2,274.22 43
6.500 2,274.22 610,000.00
GREENWICH CT 06831 2 04/09/99 00
0411340748 05 06/01/99 0
0411340748 O 05/01/14
0
2787490 K08/G01 F 75,000.00 ZZ
180 74,760.80 1
4601 N. MOUNTAIN VIEW DRIVE 6.875 668.89 47
6.625 668.89 160,000.00
BOISE ID 83704 5 04/07/99 00
0411360001 05 06/01/99 0
0411360001 O 05/01/14
0
2787712 E82/G01 F 620,000.00 ZZ
180 617,979.36 1
6852 PASEO LAREDO 6.625 5,443.56 80
6.375 5,443.56 775,000.00
LA JOLLA CA 92037 2 04/12/99 00
0400190237 05 06/01/99 0
0400190237 O 05/01/14
0
2787716 E82/G01 F 334,000.00 ZZ
180 332,875.79 1
7941 TRIPLE CROWN 6.250 2,863.79 80
6.000 2,863.79 417,500.00
1
FAIR OAKS RANCH TX 78015 1 04/16/99 00
0400185351 03 06/01/99 0
0400185351 O 05/01/14
0
2788078 K08/G01 F 40,950.00 T
180 40,823.59 1
354 HOLLY RIDGE ROAD UNIT #107 7.250 373.82 74
7.000 373.82 56,000.00
GATLINBURG TN 37738 1 04/13/99 95
0411366230 01 06/01/99 0
0411366230 O 05/01/14
0
2788172 E82/G01 F 307,500.00 ZZ
180 306,550.76 1
5 BAY PLACE 7.250 2,807.05 75
7.000 2,807.05 410,000.00
HUNTINGTON NY 11743 5 04/14/99 00
0400187316 05 06/01/99 0
0400187316 O 05/01/14
0
2788847 K08/G01 F 250,000.00 ZZ
180 249,228.26 1
1000 CHERRY TREE LN 7.250 2,282.16 50
7.000 2,282.16 510,000.00
GLENCOE IL 60022 5 04/12/99 00
0411352560 05 06/01/99 0
0411352560 O 05/01/14
0
2788853 K08/G01 F 38,800.00 ZZ
180 38,676.25 1
530 W. DUNCANNON AVENUE 6.875 346.04 78
6.625 346.04 50,000.00
PHILADELPHIA PA 19120 2 04/12/99 00
0411377526 07 06/01/99 0
0411377526 O 05/01/14
0
2788881 K08/G01 F 61,100.00 ZZ
120 60,742.11 1
2612 BAINBRIDGE WAY 6.750 701.58 70
6.500 701.58 88,000.00
POWELL TN 37849 2 04/12/99 00
0411374929 05 06/01/99 0
0411374929 O 05/01/09
0
1
2788898 K08/G01 F 125,000.00 ZZ
180 124,605.63 1
1900 LAKEHILL COURT 7.000 1,123.54 61
6.750 1,123.54 205,000.00
ARLINGTON TX 76012 5 04/12/99 00
0411317340 05 06/01/99 0
0411317340 O 05/01/14
0
2789250 E82/G01 F 324,000.00 ZZ
180 322,977.80 1
4513 GOLF VISTA DRIVE 7.000 2,912.20 69
6.750 2,912.20 470,320.00
AUSTIN TX 78730 2 04/14/99 00
0400196226 03 06/01/99 0
1581265 O 05/01/14
0
2789529 K08/G01 F 108,500.00 ZZ
180 108,153.95 1
6234 FAIRBOURNE COURT 6.875 967.66 70
6.625 967.66 155,000.00
HANOVER MD 21076 2 04/06/99 00
0411375256 03 06/01/99 0
0411375256 O 05/01/14
0
2789570 K08/G01 F 291,750.00 ZZ
180 290,849.38 1
7539 CAMINO DEL RIO NW 7.250 2,663.28 75
7.000 2,663.28 389,000.00
ALBUQUERQUE NM 87114 2 04/14/99 00
0411381791 05 06/01/99 0
0411381791 O 05/01/14
0
2789674 E82/G01 F 240,000.00 ZZ
180 239,259.13 1
9 LAFAYETTE COURT 7.250 2,190.87 80
7.000 2,190.87 300,000.00
MIDDLETOWN NJ 07748 1 04/21/99 00
0400189577 05 06/01/99 0
0400189577 O 05/01/14
0
2789678 E82/G01 F 310,000.00 ZZ
180 309,021.96 1
1
6602 FALL RIVER DRIVE 7.000 2,786.37 53
6.750 2,786.37 590,000.00
SAN JOSE CA 95120 5 04/16/99 00
0400196986 05 06/01/99 0
0400196986 O 05/01/14
0
2790136 K08/G01 F 95,000.00 ZZ
180 94,703.52 1
9812 LIVE OAK AVENUE 7.125 860.54 37
6.875 860.54 260,000.00
TEMPLE CITY CA 91780 5 04/13/99 00
0411378532 05 06/01/99 0
0411378532 O 05/01/14
0
2790142 K08/G01 F 71,250.00 ZZ
180 71,032.44 1
1747 STROUDVILLE ROAD 7.375 655.45 75
7.125 655.45 95,000.00
CEDAR HILL TN 37032 5 04/15/99 00
0411381981 05 06/01/99 0
0411381981 O 05/01/14
0
2790162 K08/G01 F 279,000.00 ZZ
180 278,110.17 1
1055 MARYMONT DRIVE 6.875 2,488.27 78
6.625 2,488.27 360,000.00
GREENWOOD AR 72936 2 04/16/99 00
0411380900 05 06/01/99 0
0411380900 O 05/01/14
0
2790164 K08/G01 F 352,500.00 ZZ
180 351,363.50 1
210 FRICK COURT 6.750 3,119.31 75
6.500 3,119.31 476,000.00
CHAPIN SC 29036 5 04/15/99 00
0411351380 05 06/01/99 0
0411351380 O 05/01/14
0
2790166 K08/G01 F 256,000.00 ZZ
180 254,520.00 1
25209 CANYON OAKS COURT 7.125 2,318.93 52
6.875 2,318.93 500,000.00
CASTRO VALLEY CA 94552 2 04/09/99 00
0411364664 03 06/01/99 0
1
0411364664 O 05/01/14
0
2790175 K08/G01 F 545,000.00 ZZ
180 543,261.79 1
6216 BAHAMA SHORES DRIVE SOUTH 6.875 4,860.61 78
6.625 4,860.61 700,000.00
ST. PETERSBURG FL 33705 2 04/15/99 00
0411372006 05 06/01/99 0
0411372006 O 05/01/14
0
2791679 K08/G01 F 400,000.00 ZZ
180 398,738.02 1
1229 VIA LANDETA 7.000 3,595.31 52
6.750 3,595.31 777,000.00
PALOS VERDES ES CA 90274 1 04/21/99 00
0411390230 05 06/01/99 0
0411390230 O 05/01/14
0
2791736 461/461 F 325,000.00 ZZ
180 319,701.55 1
6 PYXIE LANE 6.750 2,875.96 75
6.500 2,875.96 435,000.00
SAN CARLOS CA 94070 2 12/08/98 00
9022287866 05 02/01/99 0
9022287866 O 01/01/14
0
2791738 461/461 F 280,000.00 ZZ
180 272,478.39 1
19119 GARDEN VALLEY WAY 7.000 2,516.72 76
6.750 2,516.72 372,990.00
SALINAS CA 93908 1 12/17/98 00
9022308811 05 02/01/99 0
9022308811 O 01/01/14
0
2791739 461/461 F 450,000.00 ZZ
180 439,316.99 1
11390 HIGHRIDGE CT 7.250 4,107.89 68
7.000 4,107.89 670,000.00
CAMARILLO CA 93011 2 01/22/99 00
9022332399 05 03/01/99 0
9022332399 O 02/01/14
0
1
2791740 461/461 F 262,000.00 ZZ
180 260,149.90 1
515 ANITA STREET 6.375 2,264.34 80
6.125 2,264.34 329,000.00
REDONDO BEACH CA 90278 2 03/17/99 00
9022376339 05 05/01/99 0
9022376339 O 04/01/14
0
2791741 461/461 F 296,000.00 ZZ
180 291,802.37 1
1062 BRADCLIFF DRIVE 6.625 2,598.87 66
6.375 2,598.87 450,000.00
SANTA ANA CA 92705 2 01/22/99 00
9022395941 05 03/01/99 0
9022395941 O 02/01/14
0
2791742 461/461 F 950,800.00 ZZ
180 944,717.69 1
730 SANDPIPER DR 6.875 8,479.76 64
6.625 8,479.76 1,500,000.00
LAGUNA BEACH CA 92651 2 03/11/99 00
9022412993 05 05/01/99 0
9022412993 O 04/01/14
0
2791743 461/461 F 419,000.00 ZZ
180 409,699.24 1
1376 CASSINS STREET 7.125 3,795.44 57
6.875 3,795.44 740,000.00
CARLSBAD CA 92009 2 02/01/99 00
9022413579 05 04/01/99 0
9022413579 O 03/01/14
0
2791744 461/461 F 249,000.00 ZZ
180 246,094.82 1
28036 SANTONA DRIVE 6.875 2,220.72 46
6.625 2,220.72 543,000.00
RANCHO PALOS VE CA 90275 5 03/05/99 00
9022430946 05 05/01/99 0
9022430946 O 04/01/14
0
2791745 461/461 F 485,000.00 ZZ
180 481,863.82 1
10815 CANOGA AVENUE 6.750 4,291.82 75
6.500 4,291.82 650,000.00
1
CHATSWORTH CA 91311 2 03/17/99 00
9022443568 05 05/01/99 0
9022443568 O 04/01/14
0
2791746 461/461 F 461,000.00 ZZ
180 457,986.79 1
31 RUE FONTAINEBLEAU 6.625 4,047.56 57
6.375 4,047.56 810,000.00
NEWPORT BEACH CA 92660 2 03/12/99 00
9022445597 09 05/01/99 0
9022445597 O 04/01/14
0
2791747 461/461 F 262,500.00 ZZ
180 260,892.04 1
29272 KESTREL LN 7.375 2,414.80 54
7.125 2,414.80 495,000.00
LAGUNA NIGUEL CA 92677 2 03/16/99 00
9022446520 03 05/01/99 0
9022446520 O 04/01/14
0
2791748 461/461 F 250,000.00 ZZ
180 248,068.48 1
23833 STRATHERN STREET 6.875 2,229.64 61
6.625 2,229.64 415,000.00
WEST HILLS CA 91304 2 03/08/99 00
9022448328 05 05/01/99 0
9022448328 O 04/01/14
0
2791749 461/461 F 350,000.00 ZZ
180 347,761.02 1
18 ISABELLA AVENUE 6.875 3,121.50 21
6.625 3,121.50 1,700,000.00
ATHERTON CA 94027 2 03/17/99 00
9022456602 05 05/01/99 0
9022456602 O 04/01/14
0
2791750 461/461 F 425,000.00 ZZ
180 422,251.81 1
15 TRILLIUM LANE 6.750 3,760.87 75
6.500 3,760.87 573,000.00
SAN CARLOS CA 94070 1 03/10/99 00
9022459820 01 05/01/99 0
9022459820 O 04/01/14
0
1
2791751 461/461 F 356,000.00 ZZ
180 352,830.50 1
20 ST PAUL LN 7.125 3,224.76 61
6.875 3,224.76 590,000.00
LAGUNA NIGUEL CA 92677 2 03/10/99 00
9022461628 05 05/01/99 0
9022461628 O 04/01/14
0
2791752 461/461 F 380,000.00 ZZ
180 377,569.12 1
150 ROUND HILL ROAD 6.875 3,389.05 34
6.625 3,389.05 1,130,000.00
TIBURON CA 94920 2 03/12/99 00
9022477889 05 05/01/99 0
9022477889 O 04/01/14
0
2791753 461/461 F 303,000.00 ZZ
180 302,054.39 1
2341 SANTA FE AVENUE 7.125 2,744.67 74
6.875 2,744.67 415,000.00
TORRANCE CA 90501 2 03/26/99 00
9022480602 05 06/01/99 0
9022480602 O 05/01/14
0
2791754 461/461 F 135,500.00 T
180 134,696.76 1
1654 GLENROY DRIVE 7.750 1,275.43 47
7.500 1,275.43 290,000.00
SAN JOSE CA 95124 2 03/24/99 00
9022484737 05 05/01/99 0
9022484737 O 04/01/14
0
2791755 461/461 F 120,000.00 ZZ
180 119,240.59 1
6983 CARNATION DRIVE 7.000 1,078.60 66
6.750 1,078.60 183,000.00
CARLSBAD CA 92008 2 03/18/99 00
9022484950 01 05/01/99 0
9022484950 O 04/01/14
0
2791756 461/461 F 649,900.00 ZZ
180 647,849.59 1
1
745 MARINA BOULEVARD 7.000 5,841.49 37
6.750 5,841.49 1,800,000.00
SAN FRANCISCO CA 94123 2 03/31/99 00
9022486781 07 06/01/99 0
9022486781 O 05/01/14
0
2791757 461/461 F 390,000.00 ZZ
180 387,505.14 1
29335 CAMBRIDGE COURT 6.875 3,478.24 44
6.625 3,478.24 900,000.00
AGOURA HILLS CA 91301 2 03/11/99 00
9022488852 05 05/01/99 0
9022488852 O 04/01/14
0
2791758 461/461 F 260,000.00 ZZ
180 258,318.74 1
34777 GOLDSTONE STREET 6.750 2,300.77 80
6.500 2,300.77 325,000.00
YUCAIPA CA 92399 2 03/12/99 00
9022504435 05 05/01/99 0
9022504435 O 04/01/14
0
2791759 461/461 F 319,200.00 ZZ
180 318,192.94 1
1818 NORTH WINONA DRIVE 7.000 2,869.06 71
6.750 2,869.06 450,000.00
WALNUT CA 91789 2 03/31/99 00
9022509939 05 06/01/99 0
9022509939 O 05/01/14
0
2791760 461/461 F 100,000.00 ZZ
180 99,684.50 1
1008 BEST AVENUE 7.000 898.83 67
6.750 898.83 150,000.00
COEUR D ALENE ID 83814 2 04/08/99 00
9022510200 05 06/01/99 0
9022510200 O 05/01/14
0
2791761 461/461 F 409,000.00 ZZ
180 406,239.53 1
32528 PINEBLUFF PLACE 6.250 3,506.86 74
6.000 3,506.86 560,000.00
WESTLAKE VILLAG CA 91361 2 03/24/99 00
9022518815 05 05/01/99 0
1
9022518815 O 04/01/14
0
2791762 461/461 F 129,000.00 ZZ
180 128,165.84 1
6239 ELMER AVENUE 6.750 1,141.54 72
6.500 1,141.54 180,000.00
NORTH HOLLYWOOD CA 91606 2 03/23/99 00
9022520357 05 05/01/99 0
9022520357 O 04/01/14
0
2791764 461/461 F 230,000.00 ZZ
180 228,528.68 1
6949 FERNCROFT AVENUE 6.875 2,051.27 80
6.625 2,051.27 290,000.00
SAN GABRIEL CA 91775 1 03/22/99 00
9022526099 05 05/01/99 0
9022526099 O 04/01/14
0
2791765 461/461 F 543,750.00 ZZ
180 542,053.06 1
316 3OTH STREET 7.125 4,925.46 75
6.875 4,925.46 725,000.00
MANHATTAN BEACH CA 90266 5 04/07/99 00
9022527030 05 06/01/99 0
9022527030 O 05/01/14
0
2791766 461/461 F 357,000.00 ZZ
180 354,740.79 1
16300 CAMINO DEL SOL 7.000 3,208.82 60
6.750 3,208.82 600,000.00
LOS GATOS CA 95032 2 03/17/99 00
9022616619 05 05/01/99 0
9022616619 O 04/01/14
0
2791767 461/461 F 278,000.00 ZZ
180 276,123.68 1
16254 GLEN ALDER COURT 6.250 2,383.64 78
6.000 2,383.64 360,000.00
LA MIRADA CA 90638 2 03/16/99 00
9022634752 05 05/01/99 0
9022634752 O 04/01/14
0
1
2791768 461/461 F 356,000.00 ZZ
180 354,876.84 1
79820 TANGELO 7.000 3,199.83 56
6.750 3,199.83 645,000.00
LA QUINTA CA 92253 2 03/29/99 00
9022634901 05 06/01/99 0
9022634901 O 05/01/14
0
2791850 G75/G75 F 880,000.00 ZZ
180 843,376.11 1
11601 AIR VIEW LANE 7.250 8,033.20 80
7.000 8,033.20 1,100,000.00
GREAT FALLS VA 22066 1 05/01/98 00
03512957 05 06/01/98 0
03512957 O 05/01/13
0
2791852 G75/G75 F 284,800.00 T
180 282,000.01 1
310 PINNACLE RIDGE RD. 6.625 2,500.53 80
6.375 2,500.53 358,000.00
BEECH MOUNTAIN NC 28604 1 02/03/99 00
03759288 05 04/01/99 0
03759288 O 03/01/14
0
2791853 G75/G75 F 389,000.00 ZZ
180 386,484.60 1
6044 RAMSHORN PLACE 6.750 3,442.30 69
6.500 3,442.30 565,000.00
MCLEAN VA 22101 2 03/01/99 00
03783443 05 05/01/99 0
03783443 O 04/01/14
0
2791854 G75/G75 F 261,000.00 T
180 259,348.30 1
18353 HWY 180 7.000 2,345.95 90
6.750 2,345.95 290,000.00
STRAWN TX 76475 2 03/29/99 14
03763415 05 05/01/99 25
03763415 O 04/01/14
0
2791855 G75/G75 F 600,000.00 ZZ
180 594,226.16 1
6122 OLD DOMINION DRIVE 6.875 5,351.13 80
6.625 5,351.13 750,000.00
1
MCLEAN VA 22101 2 02/26/99 00
03794991 05 04/01/99 0
03794991 O 03/01/14
0
2791856 G75/G75 F 339,000.00 ZZ
180 336,900.71 1
2603 NORTHRUP DRIVE 7.250 3,094.61 77
7.000 3,094.61 445,000.00
ROCKVILLE MD 20850 2 03/19/99 00
03799030 05 05/01/99 0
03799030 O 04/01/14
0
2791857 G75/G75 F 340,000.00 ZZ
180 337,801.43 1
210 GREENOCK DRIVE 6.750 3,008.70 56
6.500 3,008.70 615,000.00
GREENVILLE DE 19807 2 03/05/99 00
03778000 05 05/01/99 0
03778000 O 04/01/14
0
2791858 G75/G75 F 330,000.00 ZZ
180 328,970.13 1
921 WINDING LANE 7.125 2,989.25 65
6.875 2,989.25 515,000.00
MEDIA PA 19063 5 04/13/99 00
03826990 05 06/01/99 0
03826990 O 05/01/14
0
2792351 K08/G01 F 51,000.00 ZZ
180 50,789.33 1
9 SKYVIEW CIRCLE DRIVE 6.500 444.26 61
6.250 444.26 84,000.00
NEWCASTLE WY 82701 2 04/19/99 00
0411304587 05 06/01/99 0
0411304587 O 05/01/14
0
2792354 K08/G01 F 97,400.00 ZZ
180 97,085.98 1
3544 LOWLEN COURT 6.750 861.90 75
6.500 861.90 129,900.00
ELLICOTT CITY MD 21042 1 04/23/99 00
0411395155 01 06/01/99 0
0411395155 O 05/01/14
0
1
2792376 K08/G01 F 250,000.00 ZZ
180 249,219.80 1
4853 SOMERTON DR. 7.125 2,264.58 64
6.875 2,264.58 391,000.00
TROY MI 48098 2 04/19/99 00
0411383383 05 06/01/99 0
0411383383 O 05/01/14
0
2792401 K08/G01 F 60,000.00 ZZ
120 59,658.09 1
131 MARYLAND AVENUE 7.250 704.41 57
7.000 704.41 105,500.00
PALM HARBOR FL 34683 2 04/19/99 00
0411366024 05 06/01/99 0
0411366024 O 05/01/09
0
2792439 E82/G01 F 580,000.00 ZZ
180 578,150.16 1
16 SUNSET DRIVE 6.875 5,172.76 42
6.625 5,172.76 1,400,000.00
WATSONVILLE CA 95076 5 04/23/99 00
0400195053 05 06/01/99 0
19505 O 05/01/14
0
2793564 K08/G01 F 42,800.00 ZZ
180 42,667.87 1
1708 NW 39TH ST 7.250 390.71 80
7.000 390.71 53,500.00
OKLAHOMA CITY OK 73118 2 04/21/99 00
0411393598 05 06/01/99 0
0411393598 O 05/01/14
0
2794070 K08/G01 F 192,850.00 ZZ
180 191,764.95 1
22705 66TH AVENUE COURT EAST 6.375 1,666.71 95
6.125 1,666.71 203,000.00
SPANAWAY WA 98387 2 04/09/99 04
0411300536 03 06/01/99 30
0411300536 O 05/01/14
0
2794335 E82/G01 F 379,000.00 ZZ
180 377,791.22 1
1
8947 LARAMIE DRIVE 6.875 3,380.13 80
6.625 3,380.13 475,000.00
ALTA LOMA CA 91737 2 04/26/99 00
0400193579 05 06/01/99 0
0400193579 O 05/01/14
0
2794669 K08/G01 F 346,000.00 ZZ
180 344,884.46 1
246 VIA NOVELLA DRIVE 6.750 3,061.79 79
6.500 3,061.79 441,000.00
APTOS CA 95003 2 04/20/99 00
0411374655 03 06/01/99 0
0411374655 O 05/01/14
0
2794697 K08/G01 F 40,000.00 ZZ
180 39,879.20 1
5076 NAN LINN DRIVE 7.500 370.80 37
7.250 370.80 111,000.00
WILLOUGHBY OH 44094 5 04/23/99 00
0411391907 05 06/01/99 0
0411391907 O 05/01/14
0
2794719 K08/G01 F 287,950.00 ZZ
180 287,031.62 1
19161 SKYRIDGE CIRCLE 6.875 2,568.09 75
6.625 2,568.09 383,942.00
BOCA RATON FL 33498 1 04/28/99 00
0411385388 03 06/01/99 0
0411385388 O 05/01/14
0
2794731 K08/G01 F 40,500.00 ZZ
180 40,376.34 1
2410 22ND STREET 7.375 372.57 90
7.125 372.57 45,000.00
GULFPORT MS 39501 1 04/28/99 10
0411351760 05 06/01/99 12
0411351760 O 05/01/14
0
2794740 K08/G01 F 96,000.00 ZZ
180 95,703.65 1
27516 WESTCOTT 7.250 876.35 50
7.000 876.35 195,000.00
FARMINGTON HILL MI 48334 2 04/23/99 00
0411394893 05 06/01/99 0
1
0411394893 O 05/01/14
0
2795405 E82/G01 F 212,700.00 ZZ
180 212,043.40 1
102 LEE DRIVE 7.250 1,941.66 80
7.000 1,941.66 268,000.00
NORTH HALEDON NJ 07508 2 04/27/99 00
0400197372 05 06/01/99 0
0400197372 O 05/01/14
0
2795518 696/G01 F 399,600.00 ZZ
180 398,325.53 1
12522 KNOLLBROOK DRIVE 6.875 3,563.85 50
6.625 3,563.85 810,000.00
CLIFTON VA 20124 2 04/28/99 00
0431306604 03 06/01/99 0
24499065 O 05/01/14
0
2796013 K08/G01 F 40,000.00 ZZ
180 39,872.43 1
1226 S. MONACO PARKWAY UNIT 6.875 356.74 48
#A102 6.625 356.74 83,500.00
DENVER CO 80224 1 04/30/99 00
0411262231 01 06/01/99 0
0411262231 O 05/01/14
0
2796044 K08/G01 F 26,300.00 ZZ
180 26,219.70 1
1203 BRITTANY PARKWAY 7.375 241.94 19
7.125 241.94 142,000.00
BALLWIN MO 63011 5 04/26/99 00
0411391246 03 06/01/99 0
0411391246 O 05/01/14
0
2796113 K08/G01 F 150,000.00 ZZ
180 149,505.84 1
1704 HIDDEN HILLS ROAD 6.500 1,306.66 64
6.250 1,306.66 235,000.00
GATLINBURAG TN 37738 2 04/26/99 00
0411349533 08 06/01/99 0
0411349533 O 05/01/14
0
1
2796141 K08/G01 F 79,500.00 ZZ
180 79,259.91 1
2348 STONEHAVEN ROAD 7.500 736.97 75
7.250 736.97 106,000.00
KERNSVILLE NC 27284 2 04/26/99 00
0411398555 05 06/01/99 0
0411398555 O 05/01/14
0
2796264 E82/G01 F 346,750.00 ZZ
180 345,679.60 1
19 COUNTRY PLACE 7.250 3,165.35 73
7.000 3,165.35 475,000.00
LEBANON NJ 08833 2 04/30/99 00
0400199402 05 06/01/99 0
1556070 O 05/01/14
0
2797186 K08/G01 F 269,000.00 ZZ
180 268,151.32 1
327 NORTH BROADWAY 7.000 2,417.85 63
6.750 2,417.85 432,000.00
NYACK NY 10960 5 04/28/99 00
0411366685 05 06/01/99 0
0411366685 O 05/01/14
0
2797193 K08/G01 F 181,700.00 ZZ
180 181,101.41 1
27614 132ND AVENUE SOUTHE 6.500 1,582.80 70
6.250 1,582.80 260,000.00
KENT WA 98042 2 04/23/99 00
0411375181 05 06/01/99 0
0411375181 O 05/01/14
0
2797221 K08/G01 F 154,250.00 ZZ
180 153,779.01 1
1560 OTTINGER ROAD 7.375 1,418.98 65
7.125 1,418.98 240,000.00
ROANOKE TX 76262 5 04/28/99 00
0411374713 05 06/01/99 0
0411374713 O 05/01/14
0
2797347 E82/G01 F 314,500.00 ZZ
180 312,638.58 1
10420 CITY LIGHTS DRIVE N 7.000 2,826.81 69
6.750 2,826.81 458,000.00
1
ALBUQUERQUE NM 87111 2 04/30/99 00
0400197539 05 06/01/99 0
0400197539 O 05/01/14
0
2797763 K08/G01 F 160,000.00 ZZ
180 159,460.33 1
26012 DUNDEE DRIVE 6.750 1,415.86 63
6.500 1,415.86 258,000.00
LAKE FOREST CA 92630 2 04/26/99 00
0411215189 03 06/01/99 0
0411215189 O 05/01/14
0
2797773 K08/G01 F 37,000.00 ZZ
180 36,876.79 1
8006 SOUTH YUKON WAY 6.375 319.77 13
6.125 319.77 300,000.00
LITTLETON CO 80128 5 04/29/99 00
0411412661 05 06/01/99 0
0411412661 O 05/01/14
0
2799300 K08/G01 F 104,000.00 ZZ
180 103,678.95 1
6475 S 275 E 7.250 949.38 49
7.000 949.38 215,000.00
LEBANON IN 46052 2 04/30/99 00
0411400823 05 06/01/99 0
0411400823 O 05/01/14
0
2799514 E82/G01 F 262,500.00 ZZ
180 262,500.00 1
5017 ALAN AVENUE 6.875 2,341.12 78
6.625 2,341.12 339,000.00
SAN JOSE CA 95124 2 05/03/99 00
0400202990 05 07/01/99 0
1610496 O 06/01/14
0
2799574 076/076 F 425,000.00 ZZ
180 422,281.25 1
155 OLD STONEWALL 6.875 3,790.39 56
6.625 3,790.39 760,000.00
EASTON CT 06612 1 03/26/99 00
0193612 05 05/01/99 0
0193612 O 04/01/14
0
1
2799575 076/076 F 440,000.00 ZZ
180 435,720.19 1
4513 13TH 6.750 3,893.61 80
6.500 3,893.61 550,000.00
LUBBOCK TX 79416 2 02/24/99 00
0770297 05 04/01/99 0
0770297 O 03/01/14
0
2799576 076/076 F 281,250.00 ZZ
180 279,450.84 1
125 NOB HILL RD 6.875 2,508.34 75
6.625 2,508.34 375,000.00
CHESHIRE CT 06410 5 03/22/99 00
1399068 05 05/01/99 0
1399068 O 04/01/14
0
2799577 076/076 F 600,000.00 ZZ
180 596,203.02 1
70 STARRETT DR 7.000 5,392.97 72
6.750 5,392.97 835,000.00
CHARLESTOWN RI 02813 2 03/01/99 00
1400855 05 05/01/99 0
1400855 O 04/01/14
0
2799578 076/076 F 352,500.00 ZZ
180 350,245.04 1
26 DUNSTER DR 6.875 3,143.79 75
6.625 3,143.79 470,000.00
STOW MA 01775 5 03/23/99 00
7284934 05 05/01/99 0
7284934 O 04/01/14
0
2799579 076/076 F 300,000.00 T
180 297,054.47 1
1867 PEREGRINE LN 6.750 2,654.73 71
6.500 2,654.73 426,000.00
SILVERTHORNE CO 80498 1 03/12/99 00
7298123 03 05/01/99 0
7298123 O 04/01/14
0
2799580 076/076 F 322,430.00 T
180 319,425.91 1
1
4332 ROCK CANYON CV 7.250 2,943.35 52
7.000 2,943.35 625,000.00
LAGO VISTA TX 78654 1 03/01/99 00
7326111 05 04/01/99 0
7326111 O 03/01/14
0
2799581 076/076 F 377,300.00 ZZ
180 373,708.04 1
3809 TREVINO DR 7.000 3,391.28 77
6.750 3,391.28 490,000.00
ROUND ROCK TX 78664 1 03/01/99 00
7326126 03 04/01/99 0
7326126 O 03/01/14
0
2799582 076/076 F 460,000.00 ZZ
180 455,554.55 1
100 LAUREL LN 7.000 4,134.62 80
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DANIELS WV 25832 2 02/22/99 00
7346969 05 04/01/99 0
7346969 O 03/01/14
0
2799583 076/076 F 620,000.00 ZZ
180 615,859.83 1
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NEWTON MA 02458 1 03/17/99 00
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7396311 O 04/01/14
0
2799584 076/076 F 280,000.00 ZZ
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7820197 O 04/01/14
0
2799585 076/076 F 268,000.00 ZZ
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1
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7831793 O 04/01/14
0
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7841038 O 04/01/14
0
2799588 076/076 F 262,500.00 ZZ
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8941885 05 05/01/99 0
8941885 O 04/01/14
0
1
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8988589 O 03/01/14
0
2799592 076/076 F 488,900.00 ZZ
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9011125 O 04/01/13
0
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9027168 O 04/01/14
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9042885 O 04/01/14
0
2799595 076/076 F 315,000.00 ZZ
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15213 MAC INTYRE LN 6.750 2,787.46 75
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9091005 O 04/01/14
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2799596 076/076 F 270,400.00 ZZ
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2107 WOODTOP WAY 6.250 2,318.48 80
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9110498 05 05/01/99 0
9110498 O 04/01/14
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2799597 076/076 F 432,000.00 ZZ
180 429,148.43 1
13634 WINTER CREEK CT 7.000 3,882.94 80
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HOUSTON TX 77077 1 03/10/99 00
9133557 03 05/01/99 0
9133557 O 04/01/14
0
2799598 076/076 F 306,000.00 ZZ
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2799600 076/076 F 371,000.00 ZZ
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DENVER CO 80220 5 03/26/99 00
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1
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108 OLD EASTON TPKE 6.500 3,410.39 64
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2799604 076/076 F 400,000.00 ZZ
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65 STONES THROW RD 6.875 3,567.42 52
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0193504 05 05/01/99 0
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0
2799799 E82/G01 F 220,500.00 ZZ
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0411358492 05 05/01/99 0
0411358492 O 04/01/14
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2800410 E82/G01 F 320,000.00 ZZ
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20012 O 06/01/14
0
2801541 K08/G01 F 62,000.00 ZZ
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0411394042 05 07/01/99 0
0411394042 O 06/01/14
0
2801546 K08/G01 F 127,500.00 ZZ
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0411370463 05 07/01/99 0
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MORGAN HILL CA 95037 2 04/30/99 00
0411384878 05 07/01/99 0
0411384878 O 06/01/14
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2801575 K08/G01 F 340,000.00 ZZ
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LONGMONT CO 80503 5 05/05/99 00
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2801579 K08/G01 F 95,000.00 ZZ
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0411408958 05 07/01/99 0
0411408958 O 06/01/14
0
2801583 K08/G01 F 49,000.00 ZZ
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0411397011 05 07/01/99 0
0411397011 O 06/01/14
0
2801710 E82/G01 F 249,700.00 ZZ
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1545708 O 05/01/14
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1
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0400203469 05 07/01/99 0
1605651 O 06/01/14
0
2804908 K08/G01 F 73,000.00 ZZ
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0411377633 O 06/01/14
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2806826 K08/G01 F 85,000.00 ZZ
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2808373 K08/G01 F 400,000.00 T
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0411392947 O 06/01/14
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2808383 K08/G01 F 81,200.00 ZZ
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0411360209 O 06/01/14
0
2808387 K08/G01 F 400,000.00 ZZ
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0411409287 05 07/01/99 0
0411409287 O 06/01/14
0
2809087 K08/G01 F 123,000.00 ZZ
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2809680 K08/G01 F 55,500.00 ZZ
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BLOOMFIELD HILL MI 48304 2 05/19/99 00
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1527759 O 06/01/14
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2810353 E82/G01 F 400,000.00 ZZ
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IRVINE CA 92620 2 04/08/99 00
9022391346 05 06/01/99 0
9022391346 O 05/01/14
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2810809 461/461 F 285,000.00 ZZ
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9022485304 O 05/01/14
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2810812 461/461 F 130,000.00 ZZ
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1
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0411402936 03 07/01/99 0
0411402936 O 06/01/14
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0411400476 05 07/01/99 0
0411400476 O 06/01/14
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BEL AIR CA 90077 2 05/21/99 00
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0411383763 05 07/01/99 0
0411383763 O 06/01/14
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CORPUS CHRISTI TX 78411 5 05/21/99 00
0411393861 05 07/01/99 0
0411393861 O 06/01/14
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0411448780 05 07/01/99 0
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2814115 286/286 F 490,000.00 ZZ
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BURR RIDGE IL 60525 2 01/11/99 00
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0000621381 05 06/01/99 0
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2814120 286/286 F 289,750.00 ZZ
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4910 VININGS RIDGE TRAIL 7.250 2,645.03 69
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2814121 286/286 F 420,000.00 ZZ
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2814131 286/286 F 350,000.00 ZZ
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14733 COLDWATER ROAD 6.875 3,121.50 74
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FT WAYNE IN 46845 2 04/26/99 00
0009472907 05 06/01/99 0
0009472907 O 05/01/14
0
2814132 286/286 F 300,000.00 ZZ
180 299,032.77 1
1
16 BERWICK CT 6.750 2,654.73 75
6.500 2,654.73 400,000.00
MIAMISBURG OH 45342 5 04/16/99 00
0009472909 05 06/01/99 0
0009472909 O 05/01/14
0
2814135 286/286 F 188,700.00 ZZ
180 188,117.49 1
2270 DOWNEY TER. 7.250 1,722.58 76
7.000 1,722.58 250,000.00
BALLWIN MO 63011 2 04/28/99 00
0009502800 03 06/01/99 0
0009502800 O 05/01/14
0
2814137 286/286 F 285,300.00 ZZ
180 284,390.06 1
6572 CRACKLINGTOWN RD 6.875 2,544.47 63
6.625 2,544.47 454,000.00
HUGHESVILLE MD 20637 2 04/16/99 00
0009513186 05 06/01/99 0
0009513186 O 05/01/14
0
2814138 286/286 F 241,000.00 ZZ
180 239,458.32 1
6559 CALAIS CIRCLE 6.875 2,149.37 71
6.625 2,149.37 340,000.00
INDIANAPOLIS IN 46220 2 03/29/99 00
0009513884 05 05/01/99 0
0009513884 O 04/01/14
0
2814142 286/286 F 380,880.00 ZZ
180 379,678.34 1
3603 STANDISH LN 7.000 3,423.46 77
6.750 3,423.46 500,000.00
RACINE WI 53405 2 04/16/99 00
0009525386 05 06/01/99 0
0009525386 O 05/01/14
0
2814145 286/286 F 286,100.00 ZZ
180 285,116.22 1
8250 BLACKS MILL RD 6.000 2,414.28 74
5.750 2,414.28 390,000.00
THURMOMT MD 21788 5 04/28/99 00
0009533851 05 06/01/99 0
1
0009533851 O 05/01/14
0
2814147 286/286 F 412,000.00 ZZ
180 412,000.00 1
35 CREST DR 6.750 3,645.83 68
6.500 3,645.83 610,000.00
CHESTERTON IN 46304 5 05/08/99 00
0009538019 05 07/01/99 0
0009538019 O 06/01/14
0
2814148 286/286 F 255,000.00 ZZ
180 254,168.92 1
3023 HIDDEN OAK DRIVE 6.625 2,238.89 63
6.375 2,238.89 410,000.00
JOHNS ISLAND SC 29455 2 04/26/99 00
0009538509 03 06/01/99 0
0009538509 O 05/01/14
0
2814150 286/286 F 400,000.00 ZZ
180 398,710.36 1
102 LAKELAND DR 6.750 3,539.64 71
6.500 3,539.64 570,000.00
MARS PA 15046 1 04/23/99 00
0009544637 03 06/01/99 0
0009544637 O 05/01/14
0
2814168 E82/G01 F 150,000.00 ZZ
180 150,000.00 1
2505 SILVERFIELD LANE 7.250 1,369.29 72
7.000 1,369.29 209,000.00
EDMOND OK 73003 2 05/25/99 00
0400206603 05 07/01/99 0
1562413 O 06/01/14
0
2814174 E82/G01 F 317,200.00 ZZ
180 317,200.00 1
4611 POWDER HORN ROAD 6.875 2,828.96 73
6.625 2,828.96 440,000.00
MOUNTAIN GREEN UT 84050 2 05/27/99 00
0400199998 05 07/01/99 0
1571499 O 06/01/14
0
1
2818360 K08/G01 F 300,000.00 ZZ
180 300,000.00 1
7420 NATIVE OAKS LANE 7.375 2,759.77 74
7.125 2,759.77 410,000.00
IRVING TX 75063 5 05/27/99 00
0411449820 03 07/01/99 0
0411449820 O 06/01/14
0
2821722 696/G01 F 650,000.00 ZZ
180 650,000.00 1
1963 VIRGINIA AVENUE 7.500 6,025.58 75
7.250 6,025.58 875,000.00
MCLEAN VA 22101 4 06/04/99 00
0431348648 05 07/01/99 0
10099025 O 06/01/14
0
TOTAL NUMBER OF LOANS : 929
TOTAL ORIGINAL BALANCE : 283,938,846.61
TOTAL PRINCIPAL BALANCE : 281,473,925.39
TOTAL ORIGINAL P+I : 2,542,458.78
TOTAL CURRENT P+I : 2,542,458.78
***************************
* END OF REPORT *
***************************
1
RUN ON : 06/21/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.23.53 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 1999-S15 CUTOFF : 06/01/99
POOL : 0004379
:
:
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
----------------------------------------------------------------
1826378 .2500
242,733.36 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1828449 .2500
332,207.80 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1842284 .2500
54,741.37 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1842810 .2500
255,894.49 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1845896 .2500
281,513.49 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1850013 .2500
55,605.99 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
1
1851780 .2500
99,407.20 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.1000 1.1700
1854507 .2500
112,827.74 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1856617 .2500
276,583.35 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1858349 .2500
156,893.99 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1864409 .2500
95,320.24 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1865792 .2500
343,474.03 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1867245 .2500
271,791.30 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1869569 .2500
274,201.33 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
1869997 .2500
397,441.19 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1870833 .2500
186,656.14 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1871007 .2500
635,495.96 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1871564 .2500
153,872.45 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1872329 .2500
411,517.52 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1872731 .2500
76,138.16 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1876774 .2500
296,768.83 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1876994 .2500
160,850.48 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
1878316 .2500
125,859.41 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1880982 .2500
123,208.76 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1881183 .2500
78,912.60 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1882738 .2500
305,013.43 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1883561 .2500
212,931.03 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1885100 .2500
114,318.28 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.1000 1.1700
1885427 .2500
198,678.67 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1885509 .2500
335,615.69 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
1885536 .2500
307,974.96 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1886330 .3750
451,056.43 .0800
6.7500 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1886705 .2500
427,842.85 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1887177 .2500
59,908.84 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1887468 .2500
327,532.86 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1888758 .2500
286,691.50 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1888854 .2500
552,572.43 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1889253 .2500
296,987.05 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1
1889922 .2500
628,294.02 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1890197 .2500
458,049.33 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1890360 .2500
156,135.14 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.1000 1.1700
1890550 .2500
943,922.82 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1890720 .2500
160,952.46 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1890989 .2500
118,099.79 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1891274 .2500
256,399.07 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1891740 .2500
139,075.05 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
1891902 .2500
496,801.49 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1892058 .2500
252,348.13 .0300
6.0000 .0000
5.7500 .1500
5.5700 .0000
5.5700 .0000
1892165 .2500
72,527.95 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1892200 .2500
52,956.56 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
1892368 .2500
540,745.80 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1892465 .2500
151,000.00 .0800
7.7500 .0000
7.5000 .1500
7.2700 .0000
6.1000 1.1700
1892701 .2500
187,009.02 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1892708 .2500
431,223.69 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
1892793 .2500
140,500.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1892843 .2500
98,001.99 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1893052 .2500
382,263.56 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1893264 .2500
258,182.86 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1893275 .2500
261,084.77 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1893284 .2500
277,556.73 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1893286 .2500
394,083.79 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1893289 .2500
264,735.74 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
1893290 .2500
238,249.80 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1893292 .2500
232,288.38 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1893308 .2500
356,055.38 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1893319 .2500
351,055.44 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1893326 .2500
312,833.92 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1893647 .2500
260,250.44 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1893710 .2500
257,675.54 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1893760 .2500
116,676.04 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
1893764 .2500
127,511.07 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1893838 .2500
203,258.75 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1893900 .2500
446,866.54 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1893912 .2500
993,414.13 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1893947 .2500
84,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
1894087 .2500
75,519.04 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1894090 .2500
120,234.28 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1894323 .2500
295,358.08 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
1894325 .2500
253,483.18 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1894438 .2500
95,869.26 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1894569 .2500
223,513.50 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1894657 .2500
326,602.62 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1894662 .2500
431,070.28 .0300
6.2500 .0000
6.0000 .1500
5.8200 .0000
5.8200 .0000
1894678 .2500
356,460.69 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1894681 .2500
272,294.24 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1894821 .2500
447,152.26 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
1895169 .2500
417,399.13 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1895174 .2500
44,712.14 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1895220 .2500
341,799.42 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1895251 .2500
74,015.10 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1895288 .2500
73,228.53 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1895572 .2500
85,052.41 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1895576 .2500
194,775.18 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1895604 .2500
791,965.47 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1
1895709 .2500
26,231.12 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1895720 .2500
189,400.55 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1895878 .2500
112,687.89 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1895920 .2500
281,428.33 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1896022 .2500
373,594.71 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1896066 .2500
636,036.76 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1896449 .2500
310,757.73 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1896513 .2500
317,863.12 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1
1896534 .2500
271,137.14 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1896552 .2500
149,030.06 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1896561 .2500
116,592.11 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1896581 .2500
397,413.49 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1896590 .2500
382,440.79 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1896591 .2500
645,841.94 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1896596 .2500
542,469.38 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1896757 .2500
407,581.67 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
1896768 .2500
43,526.58 .0800
7.5500 .0000
7.3000 .1500
7.0700 .0000
6.1000 .9700
1896857 .2500
107,705.35 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1896863 .2500
84,462.10 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1896883 .2500
57,223.52 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1896898 .2500
37,881.41 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1896924 .2500
383,704.13 .0300
6.2500 .0000
6.0000 .1500
5.8200 .0000
5.8200 .0000
1897046 .2500
308,016.92 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1897049 .2500
258,981.02 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
1897053 .2500
377,412.36 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1897109 .2500
478,435.63 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1897143 .2500
395,671.02 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1897233 .2500
224,699.86 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1897376 .2500
259,170.76 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1897377 .2500
103,362.95 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
1897503 .2500
67,517.69 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
1897542 .2500
250,387.94 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
1897574 .2500
372,601.13 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1897917 .2500
358,828.15 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1897922 .2500
270,278.71 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1897977 .2500
308,392.85 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1898205 .2500
332,300.57 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1898470 .2500
385,544.60 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1898592 .2500
405,333.24 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1898596 .2500
355,849.00 .0800
6.7500 .0000
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7.0000 .1500
6.7700 .0000
6.1000 .6700
2792439 .2500
578,150.16 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2793564 .2500
42,667.87 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2794070 .2500
191,764.95 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2794335 .2500
377,791.22 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2794669 .2500
344,884.46 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2794697 .2500
39,879.20 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
2794719 .2500
287,031.62 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2794731 .2500
40,376.34 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2794740 .2500
95,703.65 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1
2795405 .2500
212,043.40 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2795518 .2500
398,325.53 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2796013 .2500
39,872.43 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2796044 .2500
26,219.70 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2796113 .2500
149,505.84 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2796141 .2500
79,259.91 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
2796264 .2500
345,679.60 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2797186 .2500
268,151.32 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
2797193 .2500
181,101.41 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2797221 .2500
153,779.01 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2797347 .2500
312,638.58 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2797763 .2500
159,460.33 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2797773 .2500
36,876.79 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2799300 .2500
103,678.95 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2799514 .2500
262,500.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799574 .2500
422,281.25 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2799575 .2500
435,720.19 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799576 .2500
279,450.84 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799577 .2500
596,203.02 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2799578 .2500
350,245.04 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799579 .2500
297,054.47 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799580 .2500
319,425.91 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2799581 .2500
373,708.04 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2799582 .2500
455,554.55 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
2799583 .2500
615,859.83 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2799584 .2500
278,189.42 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799585 .2500
266,285.60 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799586 .2500
344,101.47 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2799587 .2500
357,746.33 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2799588 .2500
259,946.70 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799589 .2500
360,677.86 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799590 .2500
314,950.17 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
2799591 .2500
446,959.81 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799592 .2500
485,412.80 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799593 .2500
401,586.30 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799594 .2500
270,241.15 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799595 .2500
312,963.12 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799596 .2500
268,237.86 .0300
6.2500 .0000
6.0000 .1500
5.8200 .0000
5.8200 .0000
2799597 .2500
429,148.43 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2799598 .2500
304,063.55 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
2799599 .2500
381,490.09 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2799600 .2500
368,601.01 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2799601 .2500
262,972.39 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2799602 .2500
297,975.20 .0300
6.2500 .0000
6.0000 .1500
5.8200 .0000
5.8200 .0000
2799603 .2500
388,913.49 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2799604 .2500
397,441.19 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2799799 .2500
220,500.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2799803 .2500
296,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2799804 .2500
228,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2799805 .2500
264,400.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2800385 .2500
75,534.45 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2800410 .2500
320,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2801541 .2500
62,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
2801546 .2500
127,500.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2801569 .2500
307,000.00 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2801575 .2500
340,000.00 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1
2801579 .2500
95,000.00 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2801583 .2500
49,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2801710 .2500
248,812.21 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2801712 .2500
248,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2803133 .2500
351,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
2803224 .2500
275,500.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2804908 .2500
73,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2805055 .2500
258,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2805056 .2500
255,600.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2806774 .2500
154,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2806810 .2500
102,500.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2806826 .2500
85,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2806965 .2500
222,050.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2808373 .2500
400,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2808383 .2500
81,200.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2808387 .2500
400,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1
2809087 .2500
123,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2809680 .2500
55,188.09 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
2809733 .2500
248,700.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2809736 .2500
288,500.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2810353 .2500
400,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2810357 .2500
409,500.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2810805 .2500
296,021.56 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2810809 .2500
284,194.47 .0800
8.2500 .0000
8.0000 .1500
7.7700 .0000
6.1000 1.6700
1
2810812 .2500
129,585.37 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2810816 .2500
373,777.83 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2810825 .2500
148,044.30 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2810827 .2500
284,081.13 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2810828 .2500
247,234.43 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2810830 .2500
170,055.89 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2811262 .2500
249,400.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2811731 .2500
273,750.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
2811744 .2500
44,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2812308 .2500
88,600.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2812318 .2500
406,200.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2812321 .2500
552,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2812362 .2500
375,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2813957 .2500
131,250.00 .0800
7.6250 .0000
7.3750 .1500
7.1450 .0000
6.1000 1.0450
2813963 .2500
132,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2814115 .2500
483,627.24 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
2814116 .2500
330,364.95 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2814117 .2500
298,146.05 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2814120 .2500
288,855.54 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2814121 .2500
420,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2814129 .2500
498,317.05 .0300
6.2500 .0000
6.0000 .1500
5.8200 .0000
5.8200 .0000
2814131 .2500
348,383.71 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2814132 .2500
299,032.77 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2814135 .2500
188,117.49 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1
2814137 .2500
284,390.06 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2814138 .2500
239,458.32 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2814142 .2500
379,678.34 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2814145 .2500
285,116.22 .0300
6.0000 .0000
5.7500 .1500
5.5700 .0000
5.5700 .0000
2814147 .2500
412,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2814148 .2500
254,168.92 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2814150 .2500
398,710.36 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2814168 .2500
150,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1
2814174 .2500
317,200.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2818360 .2500
300,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2821722 .2500
650,000.00 .0800
7.5000 .0000
7.2500 .1500
7.0200 .0000
6.1000 .9200
TOTAL NUMBER OF LOANS: 929
TOTAL BALANCE........: 281,473,925.39
1
RUN ON : 06/21/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.23.53 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 1999-S15 FIXED SUMMARY REPORT CUTOFF : 06/01/99
POOL : 0004379
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 6.8465 5.8750 8.2500
RFC NET RATE 6.5963 5.6250 8.0000
NET MTG RATE(INVSTR RATE) 6.3731 5.4450 7.7700
POST STRIP RATE 6.0830 5.4450 6.1000
SUB SERV FEE .2502 .2500 .3750
MSTR SERV FEE .0732 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .1500 .1500 .1500
SPREAD .0000 .0000 .0000
STRIP .2901 .0000 1.6700
TOTAL NUMBER OF LOANS: 929
TOTAL BALANCE........: 281,473,925.39
***************************
* 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:
G-1
<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: (circleMortgage 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
H-1
<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-S15,
Class R (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.
I-1-1
<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, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S15
Re: Mortgage Pass-Through Certificates,
Series 1999-S15, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer
by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1999-S15, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
June 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
I-2-1
<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 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, Illinois 60670
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S15
Re: Mortgage Pass-Through Certificates,
Series 1999-S15, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1999-S15, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 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.
J-1
<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, Illinois 60670
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S15
Re: Mortgage Pass-Through Certificates,
Series 1999-S15, [Class M-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1999-S15, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 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, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S15
Re: Mortgage Pass-Through Certificates,
Series 1999-S15, [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-S15, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of June 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:
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<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 June 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.
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<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.
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<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.
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<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.
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<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
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<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:
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<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
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<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
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<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.
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<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1999-S15
, 199__
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S15
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 June 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-S15 (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
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<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.
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<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:
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<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, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S15
Re: Mortgage Pass-Through Certificates, Series 1999-S15
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 June 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
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(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
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EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1907082 363,532.19 5.595 10.4800000000% 38,098.17
1892058 252,348.13 5.720 8.4800000000% 21,399.12
1916536 335,838.56 5.720 8.4800000000% 28,479.11
2814145 285,116.22 5.720 8.4800000000% 24,177.86
2761062 242,972.54 5.845 6.4800000000% 15,744.62
1894662 431,070.28 5.970 4.4800000000% 19,311.95
1896924 383,704.13 5.970 4.4800000000% 17,189.95
1903922 275,627.06 5.970 4.4800000000% 12,348.09
1904597 432,064.04 5.970 4.4800000000% 19,356.47
1905193 354,590.49 5.970 4.4800000000% 15,885.65
1912879 545,890.57 5.970 4.4800000000% 24,455.90
1916650 496,625.33 5.970 4.4800000000% 22,248.81
1916838 345,250.76 5.970 4.4800000000% 15,467.23
2787716 332,875.79 5.970 4.4800000000% 14,912.84
2791761 406,239.53 5.970 4.4800000000% 18,199.53
2791767 276,123.68 5.970 4.4800000000% 12,370.34
2799596 268,237.86 5.970 4.4800000000% 12,017.06
2799602 297,975.20 5.970 4.4800000000% 13,349.29
2814129 498,317.05 5.970 4.4800000000% 22,324.60
1908987 421,588.39 6.070 2.8800000000% 12,141.75
2770929 393,254.67 6.070 2.8800000000% 11,325.73
1888758 286,691.50 6.095 2.4800000000% 7,109.95
1889253 296,987.05 6.095 2.4800000000% 7,365.28
1893647 260,250.44 6.095 2.4800000000% 6,454.21
1894681 272,294.24 6.095 2.4800000000% 6,752.90
1895604 791,965.47 6.095 2.4800000000% 19,640.74
1896513 317,863.12 6.095 2.4800000000% 7,883.01
1899675 261,338.56 6.095 2.4800000000% 6,481.20
1900366 466,441.55 6.095 2.4800000000% 11,567.75
1902093 266,100.37 6.095 2.4800000000% 6,599.29
1904283 397,870.66 6.095 2.4800000000% 9,867.19
1904420 190,613.14 6.095 2.4800000000% 4,727.21
1904878 289,067.39 6.095 2.4800000000% 7,168.87
1905300 81,907.73 6.095 2.4800000000% 2,031.31
1908543 271,094.24 6.095 2.4800000000% 6,723.14
1908674 259,233.86 6.095 2.4800000000% 6,429.00
1914927 542,188.47 6.095 2.4800000000% 13,446.27
2761061 567,915.17 6.095 2.4800000000% 14,084.30
2761108 345,706.64 6.095 2.4800000000% 8,573.52
2761109 356,350.31 6.095 2.4800000000% 8,837.49
2761121 391,032.94 6.095 2.4800000000% 9,697.62
2761125 246,643.36 6.095 2.4800000000% 6,116.76
2761137 319,649.77 6.095 2.4800000000% 7,927.31
2761140 556,847.32 6.095 2.4800000000% 13,809.81
2770604 326,190.76 6.095 2.4800000000% 8,089.53
2770617 643,372.92 6.095 2.4800000000% 15,955.65
2771821 464,874.84 6.095 2.4800000000% 11,528.90
2773761 42,464.52 6.095 2.4800000000% 1,053.12
2791740 260,149.90 6.095 2.4800000000% 6,451.72
2794070 191,764.95 6.095 2.4800000000% 4,755.77
2797773 36,876.79 6.095 2.4800000000% 914.54
2799583 615,859.83 6.095 2.4800000000% 15,273.32
1900603 996,677.14 6.120 2.0800000000% 20,730.88
1828449 332,207.80 6.220 0.4800000000% 1,594.60
1845896 281,513.49 6.220 0.4800000000% 1,351.26
1885427 198,678.67 6.220 0.4800000000% 953.66
1891274 256,399.07 6.220 0.4800000000% 1,230.72
1891740 139,075.05 6.220 0.4800000000% 667.56
1893275 261,084.77 6.220 0.4800000000% 1,253.21
1893289 264,735.74 6.220 0.4800000000% 1,270.73
1893292 232,288.38 6.220 0.4800000000% 1,114.98
1893319 351,055.44 6.220 0.4800000000% 1,685.07
1893326 312,833.92 6.220 0.4800000000% 1,501.60
1893760 116,676.04 6.220 0.4800000000% 560.04
1893900 446,866.54 6.220 0.4800000000% 2,144.96
1894569 223,513.50 6.220 0.4800000000% 1,072.86
1894657 326,602.62 6.220 0.4800000000% 1,567.69
1895920 281,428.33 6.220 0.4800000000% 1,350.86
1899784 332,899.67 6.220 0.4800000000% 1,597.92
1900984 264,868.48 6.220 0.4800000000% 1,271.37
1902087 320,532.92 6.220 0.4800000000% 1,538.56
1902138 311,968.90 6.220 0.4800000000% 1,497.45
1903008 556,300.27 6.220 0.4800000000% 2,670.24
1903458 647,858.63 6.220 0.4800000000% 3,109.72
1903486 346,522.09 6.220 0.4800000000% 1,663.31
1903489 395,976.48 6.220 0.4800000000% 1,900.69
1903669 84,719.97 6.220 0.4800000000% 406.66
1903928 286,934.99 6.220 0.4800000000% 1,377.29
1903935 397,357.14 6.220 0.4800000000% 1,907.31
1903946 594,037.90 6.220 0.4800000000% 2,851.38
1903952 397,357.34 6.220 0.4800000000% 1,907.32
1903980 647,858.63 6.220 0.4800000000% 3,109.72
1904518 302,686.94 6.220 0.4800000000% 1,452.90
1904672 347,687.66 6.220 0.4800000000% 1,668.90
1905059 300,004.79 6.220 0.4800000000% 1,440.02
1905203 276,320.92 6.220 0.4800000000% 1,326.34
1905775 433,566.93 6.220 0.4800000000% 2,081.12
1907056 270,834.54 6.220 0.4800000000% 1,300.01
1907289 331,404.61 6.220 0.4800000000% 1,590.74
1907304 384,728.36 6.220 0.4800000000% 1,846.70
1908757 340,000.00 6.220 0.4800000000% 1,632.00
1909540 187,552.65 6.220 0.4800000000% 900.25
1912382 450,000.00 6.220 0.4800000000% 2,160.00
1913891 450,000.00 6.220 0.4800000000% 2,160.00
1915534 439,000.00 6.220 0.4800000000% 2,107.20
1916547 421,413.97 6.220 0.4800000000% 2,022.79
2761081 314,268.69 6.220 0.4800000000% 1,508.49
2761102 300,484.17 6.220 0.4800000000% 1,442.32
2761103 297,018.95 6.220 0.4800000000% 1,425.69
2761107 284,346.14 6.220 0.4800000000% 1,364.86
2761111 268,903.53 6.220 0.4800000000% 1,290.74
2761114 270,359.91 6.220 0.4800000000% 1,297.73
2761115 374,986.41 6.220 0.4800000000% 1,799.93
2761147 376,223.98 6.220 0.4800000000% 1,805.88
2761148 282,167.98 6.220 0.4800000000% 1,354.41
2770392 119,207.20 6.220 0.4800000000% 572.19
2770606 447,026.98 6.220 0.4800000000% 2,145.73
2771242 100,091.71 6.220 0.4800000000% 480.44
2792351 50,789.33 6.220 0.4800000000% 243.79
2796113 149,505.84 6.220 0.4800000000% 717.63
2797193 181,101.41 6.220 0.4800000000% 869.29
2799603 388,913.49 6.220 0.4800000000% 1,866.78
2801579 95,000.00 6.220 0.4800000000% 456.00
2810805 296,021.56 6.220 0.4800000000% 1,420.90
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EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1999-S15
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 June 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:
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