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) March 30, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of March 1, 1999, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1999-S8)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or Other Jurisdic(Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of March 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: April 9, 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: April 9, 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 March 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S8
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.............................................3
Accretion Directed PAC II Certificates...........................3
Accretion Termination Date.......................................3
Accrual Companion Certificates...................................3
Accrual Distribution Amount......................................3
Accrued Certificate Interest.....................................3
Adjusted Mortgage Rate...........................................4
Advance .........................................................4
Affiliate........................................................4
Agreement........................................................4
Amount Held for Future Distribution..............................4
Appraised Value..................................................5
Assignment.......................................................5
Assignment Agreement.............................................5
Assignment of Proprietary Lease..................................5
Available Distribution Amount....................................5
Bankruptcy Amount................................................5
Bankruptcy Code..................................................6
Bankruptcy Loss..................................................6
Book-Entry Certificate...........................................7
Business Day.....................................................7
Buydown Funds....................................................7
Buydown Mortgage Loan............................................7
Cash Liquidation.................................................7
Certificate......................................................7
Certificate Account..............................................7
Certificate Account Deposit Date.................................7
Certificateholder or Holder......................................7
Certificate Owner................................................8
Certificate Principal Balance....................................8
Certificate Register and Certificate Registrar...................9
Class .........................................................9
Class A Certificate..............................................9
Class A-P Collection Shortfall...................................9
Class A-P Principal Distribution Amount..........................9
Class B Certificate..............................................9
Class B Percentage...............................................9
Class B-1 Percentage.............................................9
Class B-1 Prepayment Distribution Trigger........................9
<PAGE>
Page
Class B-2 Percentage............................................10
Class B-2 Prepayment Distribution Trigger.......................10
Class B-3 Percentage............................................10
Class B-3 Prepayment Distribution Trigger.......................10
Class M Certificate.............................................10
Class M Percentage..............................................10
Class M-1 Percentage............................................10
Class M-2 Percentage............................................11
Class M-2 Prepayment Distribution Trigger.......................11
Class M-3 Percentage............................................11
Class M-3 Prepayment Distribution Trigger.......................11
Class R Certificate.............................................11
Closing Date....................................................11
Code ........................................................11
Compensating Interest...........................................11
Cooperative.....................................................12
Cooperative Apartment...........................................12
Cooperative Lease...............................................12
Cooperative Loans...............................................12
Cooperative Stock...............................................12
Cooperative Stock Certificate...................................12
Corporate Trust Office..........................................12
Credit Support Depletion Date...................................12
Curtailment.....................................................12
Custodial Account...............................................12
Custodial Agreement.............................................12
Custodian.......................................................12
Cut-off Date....................................................12
Cut-off Date Principal Balance..................................12
DCR ........................................................12
Debt Service Reduction..........................................12
Defaulted Mortgage Loss.........................................12
Deficient Valuation.............................................13
Definitive Certificate..........................................13
Deleted Mortgage Loan...........................................13
Delinquent......................................................13
Depository......................................................13
Depository Participant..........................................13
Destroyed Mortgage Note.........................................13
Determination Date..............................................14
Discount Fraction...............................................14
Discount Mortgage Loan..........................................14
Disqualified Organization.......................................14
Distribution Date...............................................14
Due Date........................................................14
<PAGE>
Page
Due Period......................................................14
Eligible Account................................................15
Eligible Funds..................................................15
ERISA ........................................................15
Event of Default................................................15
Excess Bankruptcy Loss..........................................15
Excess Fraud Loss...............................................15
Excess Special Hazard Loss......................................15
Excess Subordinate Principal Amount.............................16
Extraordinary Events............................................16
Extraordinary Losses............................................16
FDIC ........................................................17
FHLMC ........................................................17
Final Distribution Date.........................................17
Fitch ........................................................17
FNMA ........................................................17
Foreclosure Profits.............................................17
Fraud Loss Amount...............................................17
Fraud Losses....................................................18
Independent.....................................................18
Indirect Depository Participant.................................18
Initial Certificate Principal Balance...........................18
Initial Monthly Payment Fund....................................18
Initial Notional Amount.........................................18
Insurance Proceeds..............................................18
Insurer ........................................................18
Interest Accrual Period.........................................18
Junior Certificateholder........................................18
Junior Class of Certificates....................................19
Late Collections................................................19
Liquidation Proceeds............................................19
Loan-to-Value Ratio.............................................19
Lockout Prepayment Percentage...................................19
Maturity Date...................................................19
Modified Mortgage Loan..........................................19
Modified Net Mortgage Rate......................................19
Monthly Payment.................................................19
Moody's ........................................................20
Mortgage........................................................20
Mortgage File...................................................20
Mortgage Loan Schedule..........................................20
Mortgage Loans..................................................21
Mortgage Note...................................................21
Mortgage Rate...................................................21
Mortgaged Property..............................................21
<PAGE>
Page
Mortgagor.......................................................21
Net Mortgage Rate...............................................21
Non-Discount Mortgage Loan......................................21
Non-Primary Residence Loans.....................................21
Non-United States Person........................................21
Nonrecoverable Advance..........................................21
Nonsubserviced Mortgage Loan....................................22
Notional Amount.................................................22
Officers' Certificate...........................................22
Opinion of Counsel..............................................22
Original Senior Percentage......................................22
Outstanding Mortgage Loan.......................................22
Ownership Interest..............................................22
PAC I Certificate...............................................22
Pass-Through Rate...............................................22
Paying Agent....................................................23
Percentage Interest.............................................23
Permitted Investments...........................................23
Permitted Transferee............................................25
Person ........................................................25
Planned Principal Balance.......................................25
Pool Stated Principal Balance...................................25
Pool Strip Rate.................................................25
Prepayment Assumption...........................................25
Prepayment Distribution Percentage..............................25
Prepayment Distribution Trigger.................................26
Prepayment Interest Shortfall...................................27
Prepayment Lockout Certificates.................................27
Prepayment Period...............................................27
Primary Insurance Policy........................................27
Principal Prepayment............................................27
Principal Prepayment in Full....................................27
Program Guide...................................................27
Purchase Price..................................................27
Qualified Substitute Mortgage Loan..............................27
Rating Agency...................................................28
Realized Loss...................................................28
Record Date.....................................................29
REMIC ........................................................29
REMIC Administrator.............................................29
REMIC ........................................................29
REMIC Certificates..............................................29
REMIC Provisions................................................29
REO Acquisition.................................................30
REO Disposition.................................................30
<PAGE>
Page
REO Imputed Interest............................................30
REO Proceeds....................................................30
REO Property....................................................30
Request for Release.............................................30
Required Insurance Policy.......................................30
Residential Funding.............................................30
Responsible Officer.............................................30
Schedule of Discount Fractions..................................30
Security Agreement..............................................31
Seller..........................................................31
Seller's Agreement..............................................31
Senior Accelerated Distribution Percentage......................31
Senior Certificates.............................................32
Senior Interest Distribution Amount.............................32
Senior Percentage...............................................32
Senior Principal Distribution Amount............................32
Servicing Accounts..............................................32
Servicing Advances..............................................32
Servicing Fee...................................................33
Servicing Modification..........................................33
Servicing Officer...............................................33
Special Hazard Amount...........................................33
Special Hazard Loss.............................................34
Standard & Poor's...............................................34
Stated Principal Balance........................................34
Subclass........................................................34
Subclass Notional Amount........................................34
Subordinate Percentage..........................................34
Subordinate Principal Distribution Amount.......................34
Subserviced Mortgage Loan.......................................35
Subservicer.....................................................35
Subservicer Advance.............................................35
Subservicing Account............................................35
Subservicing Agreement..........................................35
Subservicing Fee................................................35
Targeted Principal Balance......................................36
Tax Returns.....................................................36
Transfer........................................................36
Transferee......................................................36
Transferor......................................................36
Trust Fund......................................................36
Uncertificated Accrued Interest.................................36
Uncertificated Notional Amount..................................37
Uncertificated Pass-Through Rate................................37
Uncertificated REMIC Regular Interest Z Pool Strip Rates........37
<PAGE>
Page
Uncertificated REMIC I Regular Interest Distribution Amounts....37
Uncertificated REMIC Regular Interests..........................37
Uniform Single Attestation Program for Mortgage Bankers.........37
Uninsured Cause.................................................37
United States Person............................................37
Voting Rights...................................................38
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans............................39
Section 2.02. Acceptance by Trustee...................................42
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company...............................44
Section 2.04. Representations and Warranties of Sellers...............48
Section 2.05. Execution and Authentication of Certificates............50
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer......................51
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.............................................52
Section 3.03. Successor Subservicers..................................53
Section 3.04. Liability of the Master Servicer........................53
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders...........................54
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee..............................................54
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.......................................54
Section 3.08. Subservicing Accounts; Servicing Accounts...............57
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans......................................58
Section 3.10. Permitted Withdrawals from the Custodial Account........59
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder..............................................61
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage ............................................61
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments............63
<PAGE>
Page
Section 3.14. Realization Upon Defaulted Mortgage Loans...............65
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.........67
Section 3.16. Servicing and Other Compensation; Compensating Interest.69
Section 3.17. Reports to the Trustee and the Company..................70
Section 3.18. Annual Statement as to Compliance.......................70
Section 3.19. Annual Independent Public Accountants' Servicing Report.70
Section 3.20. Rights of the Company in Respect of the Master Servicer.71
Section 3.21. Administration of Buydown Funds.........................71
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.....................................73
Section 4.02. Distributions...........................................73
Section 4.03. Statements to Certificateholders........................83
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.........................86
Section 4.05. Allocation of Realized Losses...........................87
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property89................................................
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...........89
Section 4.08. Distributions on the Uncertificated REMIC Regular
Interests ..............................................90
Section 4.09. Compliance with Withholding Requirements................90
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates........................................91
Section 5.02. Registration of Transfer and Exchange of Certificates...93
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.......99
Section 5.04. Persons Deemed Owners...................................99
Section 5.05. Appointment of Paying Agent.............................99
Section 5.06. Optional Purchase of Certificates......................100
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer ..............................................102
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties
by Master Servicer ....................................102
<PAGE>
Page
Section 6.03. Limitation on Liability of the Company, the Master Servicer
and Others............................................103
Section 6.04. Company and Master Servicer Not to Resign..............104
ARTICLE VII
DEFAULT
Section 7.01. Events of Default......................................105
Section 7.02. Trustee or Company to Act; Appointment of Successor....107
Section 7.03. Notification to Certificateholders.....................108
Section 7.04. Waiver of Events of Default............................108
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee......................................109
Section 8.02. Certain Matters Affecting the Trustee..................111
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans..112
Section 8.04. Trustee May Own Certificates...........................112
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification........................................112
Section 8.06. Eligibility Requirements for Trustee...................113
Section 8.07. Resignation and Removal of the Trustee.................114
Section 8.08. Successor Trustee......................................115
Section 8.09. Merger or Consolidation of Trustee.....................115
Section 8.10. Appointment of Co-Trustee or Separate Trustee..........116
Section 8.11. Appointment of Custodians..............................117
Section 8.12. Appointment of Office or Agency........................117
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans...........118
Section 9.02. Additional Termination Requirements....................120
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration...................................122
<PAGE>
Page
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification ...............................................125
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01.Amendment..............................................128
Section 12.02.Recordation of Agreement; Counterparts.................130
Section 12.03Limitation on Rights of Certificateholders.............131
Section 12.04.Governing Law..........................................132
Section 12.05.Notices................................................132
Section 12.06.Notices to Rating Agency...............................132
Section 12.07.Severability of Provisions.............................133
Section 12.08.Supplemental Provisions for Resecuritization...........133
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1:Form of Transfer Affidavit and Agreement
Exhibit I-2:Form of Transferor Certificate
Exhibit J-1:Form of Investor Representation Letter
Exhibit J-2:Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant
to Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: Planned Principal Balances
<PAGE>
This is a Pooling and Servicing Agreement, dated as of March 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 will be designated as the "REMIC." The
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates and the 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" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law. The
Class A-V Certificates will represent the entire beneficial ownership interest
in the Uncertificated REMIC 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 Aggregate Features Maturity Date Standard Fitch
Through Initial & Poors
Rate Certificate
Principal
Balance
<S> <C> <C> <C> <C> <C>
Class A-1 6.25% $30,015,321.0Senior/Lockout March 25, 2014 AAA AAA
Class A-2 6.25% 28,015,800.00Senior/PAC I March 25, 2014 AAA AAA
Class A-3 6.25% 13,852,470.00Senior/PAC I March 25, 2014 AAA AAA
Class A-4 6.25% 14,584,319.00Senior/PAC I March 25, 2014 AAA AAA
Class A-5 6.25% 34,416,000.00Senior/PAC II/AccMarchn25, 2014 AAA AAA
Directed
Class A-6 6.25% 9,485,879.00 Senior/Accrual CoMarcho25, 2014 AAA AAA
Class A-7 6.25% 100,000,000.0Senior March 25, 2014 AAA AAA
Class A-8 6.25% 15,000,000.00Senior/PAC I March 25, 2014 AAA AAA
Class A-9 6.25% 4,707,211.00 Senior/PAC I March 25, 2014 AAA AAA
Class A-P 0.00% 1,323,186.52 Senior/Principal March 25, 2014 AAAr AAA
Class A-V Variable Rate $0.00 Senior/Interest March 25, 2014 AAAr AAA
Only/Variable Strip
Class R 6.25% $100.00 Senior/Residual March 25, 2014 AAA AAA
Class M-1 6.25% 2,180,900.00 Mezzanine March 25, 2014 N/A AA
Class M-2 6.25% 897,900.00 Mezzanine March 25, 2014 N/A A
Class M-3 6.25% 897,900.00 Mezzanine March 25, 2014 N/A BBB
Class B-1 6.25% 513,100.00 Subordinate March 25, 2014 N/A BB
Class B-2 6.25% 256,600.00 Subordinate March 25, 2014 N/A B
Class B-3 6.25% 384,829.36 Subordinate March 25, 2014 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $256,531,515.88. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not more than 15 years.
<PAGE>
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed PAC II Certificates: The Class A-5 Certificates.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date when the Certificate Principal Balance of the Class A-5 Certificates has
been reduced to zero and (ii) the Credit Support Depletion Date.
Accrual Companion Certificates: The Class A-6 Certificates.
Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(4)(D).
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-P Certificates and Class A-V
Certificates), any Class M Certificate, any Class B Certificate or any Class R
Certificate, interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to the Class A-V Certificates (other than any Subclass of the Class A-V
Certificates), interest accrued during the Interest Accrual Period at the
related Pass-Through Rate on the related Notional Amount thereof, or, as to any
Subclass of the Class A-V Certificates issued pursuant to Section 5.01(c),
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the related Subclass Notional Amount. Accrued Certificate
Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class of
Certificates will be reduced by the amount of (i) Prepayment Interest Shortfalls
(to the extent not offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01, (ii) the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses (including Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses) not
allocated solely to one or more specific Classes of Certificates pursuant to
Section 4.05, (iii) the interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property
that were made with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses and (iv) any other interest shortfalls not covered by
the subordination provided
<PAGE>
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. With respect to the Class A-6 Certificates on each Distribution Date
that occurs prior to the Accretion Termination Date, interest shortfalls
allocable to such Certificates on such Distribution Date will be so allocated by
reducing the amount that is added to the Certificate Principal Balances thereof
in respect of Accrued Certificate Interest pursuant to Sections 4.02(e). Any
portion of the reductions described in the second preceding sentence that are
allocated to the Class A-V Certificates shall be allocated among the Subclasses
thereof, if any, in proportion to their respective amounts of Accrued
Certificate Interest payable on such Distribution Date which would have resulted
absent such reductions. In addition to that portion of the reductions described
in the third preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class of Class B Certificates
or such Class of Class M Certificates pursuant to Section 4.05. The Class A-P
Certificates shall not be entitled to any Accrued Certificate Interest.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section
<PAGE>
3.07(b)) and (ii) payments which represent early receipt of scheduled payments
of principal and interest due on a date or dates subsequent to the related Due
Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated as of
March 30, 1999, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, 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. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary
<PAGE>
of the Cut-off Date coinciding with or preceding such date of determination (or,
if such date of determination is an anniversary of the Cut-off Date, the
Business Day immediately preceding such date of determination) (for purposes of
this definition, the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance
of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value Ratio at origination which exceeds 75%
and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool which had an
original Loan-to-Value Ratio greater than 80% that would result if the Net
Mortgage Rate thereof was equal to the greater of (I) 5% or (II) the
weighted average (based on the principal balance of the Mortgage Loans as
of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number
equal to the weighted average remaining term to maturity, in months, of
all Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than
80% remaining in the Mortgage Pool as of the Relevant Anniversary, and (z)
one plus the quotient of the number of all Non-Primary Residence Loans
with a Loan-to-Value Ratio of greater than 80% remaining in the Mortgage
Pool divided by the total number of Outstanding Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such
<PAGE>
Mortgage Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
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-S8" 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
<PAGE>
effect any such consent or direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than the Class A-V Certificates) and each Class R Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Certificate as specified on the face thereof, plus (ii) in the
case of each Class A-6 Certificate, an amount equal to the aggregate Accrued
Certificate Interest added to the Certificate Principal Balance of such Class
A-6 Certificate on each Distribution Date on or prior to the Accretion
Termination Date pursuant to Section 4.02(e), minus (iii) the sum of (a) with
respect to each such Certificate, the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (b) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M Certificate, on any date
of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Class M Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that if the Certificate Principal Balances of the Class B Certificates
have been reduced to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the highest numerical
designation at any given time shall thereafter be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Class B Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance
<PAGE>
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.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-V Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-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.
<PAGE>
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%.
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
<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 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.15%.
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: March 30, 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
<PAGE>
Account and payable to the Certificateholders with respect to such Distribution
Date and servicing compensation to which the Master Servicer may be entitled
pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
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 Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1999-S8.
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.
<PAGE>
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: March 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.
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.
<PAGE>
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 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
<PAGE>
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 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, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, 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
<PAGE>
Agency below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(E) hereof), (iii) the Principal Only
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(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";
<PAGE>
(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.
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
<PAGE>
Date to which interest was last paid by the Mortgagor to the first day of the
month following the month in which such Cash Liquidation or REO Disposition
occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (Y) prior to the third anniversary of the Cut-off Date, an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cutoff Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date, the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with 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).
<PAGE>
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, and any
Distribution Date, 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.
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.
Lockout Prepayment Percentage: For any Distribution Date occurring prior
to the Distribution Date in April 2004, 0%. The Lockout Prepayment Percentage
for any Distribution Date occurring after the first five years following the
Closing Date will be as follows: for any Distribution Date during the sixth year
after the Closing Date, 30%; for any Distribution Date during the seventh year
after the Closing Date, 40%; for any Distribution Date during the eighth year
after the Closing Date; 60% for any Distribution Date during the ninth year
after the Closing Date, 80%, and for any Distribution Date thereafter, 100%.
<PAGE>
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 March 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 related to a Mortgage Loan,
the mortgage, deed of trust or other comparable instrument creating a first lien
on an estate in fee simple or leasehold interest in real property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state and zip
code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
<PAGE>
(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, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage
Loan.
Mortgagor: The obligor on a Mortgage Note.
<PAGE>
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.
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.
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 97.99% as of the Closing Date.
<PAGE>
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PAC I Certificate: Any one of the Class A-2, Class A-3, Class A-4, Class
A-8 or Class A-9 Certificates.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-P Certificates and Class A-V Certificates) and any Distribution
Date, the per annum rate set forth in the Preliminary Statement hereto. With
respect to the Class A-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 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 0.2056% 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 corresponding to the Uncertificated REMIC Regular Interests
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 Cut-off Date). The Class A-P Certificates have no
Pass-Through Rate and are not entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount thereto (in the case of the Class A-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.
<PAGE>
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;
(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;
<PAGE>
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 D-1 in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than
a Disqualified Organization, any "electing large partnership" as defined in
Section 775(a) of the Code, or a NonUnited States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Planned Principal Balance: With respect to the PAC I Certificates and the
Accretion Directed PAC II Certificates and each Distribution Date the amount set
forth for such Classes on such Distribution Date on Exhibit R hereto.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage Loan
on the Cut-off Date over (b) 6.25% per annum (but not less than or equal to
0.00% per annum).
Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed assumption, used for determining the accrual of original issue discount,
market discount and premium on the Certificates for federal income tax purposes.
The standard prepayment assumption assumes a constant rate of prepayment of
mortgage loans of 0.20% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.20% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
<PAGE>
(i) For any Distribution Date prior to the Distribution Date in
April 2004 (unless the Certificate Principal Balances of the
Class A Certificates, other than the Class A-P Certificates,
have been reduced to zero), 0%;
(ii) For any Distribution Date not discussed in clause (i) above on
which any Class of Class M or Class B Certificates are
outstanding:
(a) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates and Class B
Certificates for which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such
Class immediately prior to such date and the denominator of which is
the sum of the Certificate Principal Balances immediately prior to
such date of (1) the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation
and (2) all other Classes of Class M Certificates and Class B
Certificates for which the respective Prepayment Distribution
Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates
and Class B Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater than the
remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance of
such Class to zero; (b) the Prepayment Distribution Percentage of each
other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance with
the provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the Maturing
Class or Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such Distribution Date,
the Prepayment Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph (ii) above as if
the Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate on the amount of such Curtailment.
Prepayment Lockout Certificates: Each of the Class A-1 Certificates.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified
<PAGE>
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.
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
<PAGE>
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 Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Certificates: Any of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-P, Class A-V,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R
Certificates.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
<PAGE>
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 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.
<PAGE>
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material respects with
those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
April 1999 through
March 2004............................ 100%
April 2004 through
March 2005............................ Senior Percentage, plus 70% of the
Subordinate Percentage
April 2005 through
March 2006............................ Senior Percentage, plus 60% of the
Subordinate Percentage
April 2006 through
March 2007............................ Senior Percentage, plus 40% of the
Subordinate Percentage
April 2007 through
March 2008............................ Senior Percentage, plus 20% of the
Subordinate Percentage
April 2008 and
thereafter............................
Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans Delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans Delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months,
<PAGE>
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 such Distribution Date, if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing Date, are less
than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the initial
Certificate Principal Balances of the 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 Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans or related REO Properties (other than the Discount Fraction of
the Discount Mortgage Loans) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as
<PAGE>
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
$3,889,283 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 39.97% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
<PAGE>
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.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M
<PAGE>
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 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,
<PAGE>
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 were equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest were equal to the related Uncertificated Notional Amount, and any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated REMIC Regular Interests pro rata in accordance
with the amount of interest accrued with respect to each related Uncertificated
Notional Amount and such Distribution Date.
<PAGE>
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related Mortgage
Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interest Distribution Amount: With respect to
any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 4.08(a).
Uncertificated REMIC Regular Interests: The 597 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.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by the Secretary
of the Treasury, which have not yet been issued, a trust which was in existence
on August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which was
treated as a United States person on August 20, 1996 may elect to continue to be
treated as a United States person notwithstanding the previous sentence.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 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 the
Holders of the Class
<PAGE>
R Certificates shall be entitled to 1% of all of the Voting Rights 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 2.01Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage 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>
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii)An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each
<PAGE>
in a form sufficient for filing, evidencing the interest of such debtors in
the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such documents to
the Master Servicer, and the Master Servicer shall hold such documents in trust
for the use and benefit of all present and future Certificateholders until such
time as is set forth below. Within ten Business Days following the earlier of
(i) the receipt of the original of each of the documents or instruments set
forth in Section 2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitted by such Section) for any
Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by
the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv), (vii), (ix) and (x)
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 (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment,
<PAGE>
Form UCC-3 or Form UCC-1, as applicable, (or copy thereof certified by the
public recording office) with evidence of recording indicated thereon upon
receipt thereof from the public recording office or from the related
Subservicer. In connection with its servicing of Cooperative Loans, the Master
Servicer will use its best efforts to file timely continuation statements with
regard to each financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside of the State of
New York.
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)(I)(iv) and (v) and Sections
2.01(b)(II)(ii), (iv), (vii), (ix) and (x) 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 (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance policies and all other
documents in the related Mortgage File and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, 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,
<PAGE>
money, negotiable documents, letters of credit, advices of credit, investment
property or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-115, 9-305,
8-102, 8-301, 8-501 and 8-503 thereof); and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from securities intermediaries, bailees or agents of,
or persons holding for, (as applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans 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 $100,301 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in April 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 April 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.
<PAGE>
Section 2.02Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i) through (iii) and Section 2.01(b)(II)(i), (iii), (v), (vi) and
(viii) above (except that for purposes of such acknowledgment only, a Mortgage
Note may be endorsed in blank and 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 Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall
<PAGE>
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.
Section 2.03Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is a party or
which may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any Federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
<PAGE>
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer will, to the knowledge of
the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii)The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure 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):
<PAGE>
(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;
(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 1.6% 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 0.7% of the Mortgage Loans by aggregate Stated Principal Balance as
of the Cut-off Date are secured by Mortgaged Properties located in any one
zip code area outside California;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program or
by coverage by private insurers);
(viii)Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) None of the Mortgage Loans were underwritten under a reduced
loan documentation program requiring no income verification and no asset
verification;
<PAGE>
(x) Each Mortgagor represented in its loan application with respect
to the related Mortgage Loan that the Mortgaged Property would be
owner-occupied and therefore would not be an investor property as of the
date of origination of such Mortgage Loan. No Mortgagor is a corporation
or a partnership;
(xi) None of the Mortgage Loans 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 a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan is
held by a person as a tenant-stockholder (as defined in Section 216 of the
Code) in a cooperative housing corporation (as defined in Section 216 of
the Code);
(xv) One Mortgage Loan representing approximately 0.11% of the
Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off
Date, are Cooperative Loans;
(xvi) 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;
(xvii)Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months; and
(xviiiNone 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
<PAGE>
shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure
such breach in all material respects or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that the Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date; provided that if the
omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered.
Any such substitution shall be effected by the Company under the same terms and
conditions as provided in Section 2.04 for substitutions by Residential Funding.
It is understood and agreed that the obligation of the Company to cure such
breach or to so purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of the Certificateholders. Notwithstanding the foregoing, the Company
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that, in the case of a breach under the
Assignment Agreement, Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04,
<PAGE>
Residential Funding shall deliver to the Trustee for the benefit of the
Certificateholders with respect to such Qualified Substitute Mortgage Loan or
Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage
in recordable form, and such other documents and agreements as are required by
Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution shall not be part of the Trust Fund and will
be retained by the Master Servicer and remitted by the Master Servicer to
Residential Funding on the next succeeding Distribution Date. For the month of
substitution, distributions to the Certificateholders will include the Monthly
Payment due on a Deleted Mortgage Loan for such month and thereafter Residential
Funding shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended
the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement and the
related Subservicing Agreement in all respects, the related Seller shall be
deemed to have made the 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.
<PAGE>
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 substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05Execution and Authentication of Certificates.
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 together with the
Uncertificated REMIC Regular Interests, evidence ownership of the entire Trust
Fund.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause the Trust Fund to fail to qualify as a REMIC under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by Persons other than servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with Section 3.10 and
(ii) may, at its own discretion and on behalf of the Trustee, obtain credit
information in the form of a "credit score" from a credit repository.
<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 3.02Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee, the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
<PAGE>
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
<PAGE>
Section 3.05No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program 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
<PAGE>
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might be result absent such action); provided, however, that
the Master Servicer may not modify materially or permit any Subservicer to
modify any Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
and provided, further, that no such modification shall reduce the interest rate
on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
maturity date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any 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);
<PAGE>
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited
in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and 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.
<PAGE>
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first 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
<PAGE>
Mortgage Loans to, establish and maintain one or more Servicing Accounts and
deposit and retain therein all collections from the Mortgagors (or advances from
Subservicers) for the payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the requirements
for a Subservicing Account and, to the extent permitted by the Program Guide or
as is otherwise acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from
the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09Access to Certain Documentation and Information Regarding
the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
<PAGE>
(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 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
<PAGE>
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).
Section 3.11Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised
<PAGE>
value of the related Mortgaged Property as determined in any appraisal thereof
after the Closing Date, or if the Loan-to-Value Ratio is reduced below 80% as a
result of principal payments on the Mortgage Loan after the Closing Date. In the
event that the Company gains knowledge that as of the Closing Date, a Mortgage
Loan had a Loan-to-Value Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not included in any exception to
the representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a
current Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use
its reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and the Certificateholders, claims to the Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant
<PAGE>
to Section 3.10. Any cost incurred by the Master Servicer in maintaining any
such insurance shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
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 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).
<PAGE>
Section 3.13Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under
this Section 3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably likely
that any Mortgagor will bring, or if any Mortgagor does bring, legal
action to declare invalid or otherwise avoid enforcement of a due-on-sale
clause contained in any Mortgage Note or Mortgage, the Master Servicer
shall not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
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 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
<PAGE>
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.
(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
<PAGE>
and accrued interest on such Mortgage Loan and the Master Servicer shall treat
such amount as a Principal Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.
Section 3.14Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any 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
<PAGE>
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,
the Trust Fund, request, more than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period unless the Master Servicer (subject to 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 Uncertificated
REMIC Regular Interests 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.
<PAGE>
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan), to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall 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
<PAGE>
File or any document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the Master Servicer
no longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
directly or through a Subservicer to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered
directly or through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall
deliver the Request for Release with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
<PAGE>
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set
<PAGE>
forth in the Uniform Single Attestation Program for Mortgage Bankers and has
fulfilled all of its material obligations relating to this Agreement in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or, if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof.
Section 3.19Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights
<PAGE>
of the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such 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 4.01Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be and distributed to the Master Servicer
or a Subservicer pursuant to Section 4.02(a)(iii), to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of
<PAGE>
Certificates (other than any Subclass of the Class A-V Certificates), shall be
based on the aggregate of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder or (B) with respect to any Subclass
of the Class A-V Certificates shall be equal to the amount (if any) distributed
pursuant to Section 4.02(a)(i) below to the initial Holder of the Class A-V
Certificates or to each Holder of a Subclass thereof, as applicable) of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b)), in each case to the extent of the Available Distribution
Amount:
(i) to the Class A Certificateholders (other than the Class A-P
Certificateholders) and Class R Certificateholders, on a pro rata basis
based on Accrued Certificate Interest payable on such Certificates with
respect to such Distribution Date, Accrued Certificate Interest on such
Classes of Certificates (or Subclasses, if any, with respect to the Class
A-V Certificates), as applicable, for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this Section
4.02(a) (the "Senior Interest Distribution Amount");
(ii) (X) to the Class A-P Certificateholders, the Class A-P
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-P
Certificateholders) and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) through (vi) and Section 4.02(c),
the sum of the following (applied to reduce the Certificate Principal
Balances of such Class A Certificates or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date times the
sum of the following:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of any
Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan) which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed to
have been so repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of
any shortfall deposited in the Custodial 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
<PAGE>
than the related Discount Fraction of such Stated Principal
Balance or shortfall with respect to a Discount Mortgage
Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled collections with respect
to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such period
in accordance with Section 3.07(b)) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the related
Discount Fraction of such Stated Principal Balance, with respect to
a Discount Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date times the related
unscheduled collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the extent
applied by the Master Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (in each case other
than the portion of such unscheduled collections, with respect to a
Discount Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments
in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments, with respect to a Discount
Mortgage Loan);
(D) if such Distribution Date is on or prior to the Accretion
Termination Date, the Accrued Certificate Interest on the Class A-6
Certificates that would otherwise be distributed to such
Certificates on such Distribution Date, to the extent added to the
Certificate Principal Balance of such Certificates on such
Distribution Date in accordance with Section 4.02(e) (the "Accrual
Distribution Amount");
(E) any Excess Subordinate Principal Amount for such Distribution
Date; and
<PAGE>
(F) any amounts described in subsection (ii)(Y), clauses (A)
through (D) of this Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after application of amounts
previously distributed pursuant to this clause (F) to the extent
that such amounts are not attributable to Realized Losses which have
been allocated to the Class M Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) 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 Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
<PAGE>
(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) to the Class A-P Certificates, until the Certificate Principal
Balance thereof is reduced to zero, an amount (the "Class A-P Principal
Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the
related Determination Date, minus the
<PAGE>
Discount Fraction of the principal portion of any related Debt
Service Reduction which together with other Bankruptcy Losses
exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of
all unscheduled collections on each Discount Mortgage Loan received
during the preceding calendar month (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b)) of Discount Mortgage Loans (or,
in the case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition
of a Discount Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date
and (2) the aggregate amount of the collections on such Discount
Mortgage Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such
Distribution Date and the amount of any Class A-P Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Accrual Distribution Amount shall be
distributed to the Class A-5 Certificates until the Certificate Principal
Balance thereof has been reduced to zero;
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distribution described in clause (ii) above shall be
distributed to the Class R Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii) and
(iii) above shall be distributed, concurrently, as follows:
(A) 39.987683793392% to the Class A-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and
<PAGE>
(B) 60.012316206608% shall be distributed in the following
order of priority;
(1) first, to the Class A-1 Certificates in reduction of the
Certificate Principal Balance thereof, in an amount equal to the sum of
the following:
(A) the Class A-1 Certificates' pro rata share (based on the
Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of all classes of Certificates (other
than the Class A-P Certificates)) of the aggregate of amounts
described in clauses (ii)(Y)(A), (B) and (F) of Section 4.02(a)
(without application of the Senior Percentage and Senior Accelerated
Distribution Percentage); and
(B) the Lockout Prepayment Percentage of the Class A-1
Certificates' pro rata share (based on the Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of all classes of Certificates (other than the Class A-P
Certificates)) of the aggregate of amounts described in clauses
(ii)(Y)(C) of Section 4.02(a) (without application of the Senior
Accelerated Distribution Percentage);
provided that, if the aggregate of the amounts set forth in clauses
(ii)(Y)(A), (B), (C) and (F) of Section 4.02(a) is more than the
balance of the Available Distribution Amount remaining after the
Senior Interest Distribution Amount and the Class A-P Distribution
Amount have been distributed, the amount paid to the Class A-1
Certificates pursuant to this clause (ii) shall be reduced by an
amount equal to the Class A-1 Certificates' pro rata share (based on
the aggregate Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior Certificates
(other than the Class A-P Certificates)) of such difference;
(2) second, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to its Planned Principal
Balance for such Distribution Date;
(3) third, concurrently as follows:
(A) 59.066112080425% of the amount remaining after the
distributions in clauses (1) and (2) above shall be distributed,
first, to the Class A-3 Certificates and second, to the Class A-4
Certificates, in each case, until the Certificate Principal Balance
thereof has been reduced to its Planned Principal Balance for such
Distribution Date;
(B) 40.933887919575% of the amount remaining after the
distributions in clauses (1) and (2) above shall be distributed,
first, to the Class A-8 Certificates and second, to the Class A-9
Certificates, in each case, until the Certificate Principal Balance
thereof has been reduced to its Planned Principal Balance for such
Distribution Date;
<PAGE>
(4) fourth, to the Class A-5 Certificates until the Certificate
Principal Balance thereof has been reduced to its Planned Principal
Balance for such Distribution Date;
(5) fifth, to the Class A-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(6) sixth, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(7) seventh, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(8) eighth, concurrently as follows:
(A) 59.066112080425% of the amount remaining after the
distributions in clauses (1) and (7) above shall be distributed,
first, to the Class A-3 Certificates and second, to the Class A-4
Certificates, in each case, until the Certificate Principal Balance
thereof has been reduced to zero; and
(B) 40.933887919575% of the amount remaining after the
distributions in clauses (1) and (7) above shall be distributed,
first, to the Class A-8 Certificates and second, to the Class A-9
Certificates, in each case, until the Certificate Principal Balance
thereof has been reduced to zero; and
(9) ninth, to the Class A-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described above in respect of principal
among the Senior Certificates (other than the Class A-P Certificates) will be
disregarded and an amount equal to the Discount Fraction of the principal
portion of scheduled or unscheduled payments received or advanced in respect of
Discount Mortgage Loans will be distributed to the Class A-P Certificates, and
the Senior Principal Distribution Amount will be distributed to the Senior
Certificates (other than the Class A-P Certificates) remaining pro rata in
accordance with their respective outstanding Certificate Principal Balances and
the amount set forth in Section 4.02(a)(i) herein will be distributed as set
forth therein.
(d) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-P
Certificates) will be entitled to no further distributions of principal thereon
and the Available Distribution Amount will be paid solely to the holders of the
Class A-P Certificates, Class A-V Certificates, Class M Certificates and Class B
Certificates in each case as described herein.
<PAGE>
(e) On each Distribution Date prior to the Accretion Termination Date, an
amount equal to the Accrued Certificate Interest that would otherwise be
distributed on the Class A-6 Certificates shall be added to the Certificate
Principal Balance of such Certificates. On and after the Class A-6 Accretion
Termination Date, the entire amount of Accrued Certificate Interest on the Class
A-6 Certificates for such Distribution Date shall be payable to the Holders of
the Class A-6 Certificates to the extent not required to reduce the amounts of
the Class A-5 Certificates to zero on such Accretion Termination Date; provided
that if the Accretion Termination Date is the Credit Support Depletion Date, the
entire amount of Accrued Certificate Interest on the Class A-6 Certificates for
such Distribution Date will be paid to the Holders of the Class A-6
Certificates. Any such Accrued Certificate Interest on the Class A-6
Certificates which is required to be paid to the holders of the Class A-5
Certificates on the Accretion Termination Date will be added to the Certificate
Principal Balance of the Class A-6 Certificates in the manner described in the
first sentence of this Section 4.02(e).
(f) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, 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 respect to the Class A-V Certificates, or any Subclass
thereof to which the related Realized Loss (or
<PAGE>
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.
(g) 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.
(h) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03Statements to Certificateholders.
(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 and the
Accretion Termination Date;
(xiv) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xv) the Senior Percentage and Lockout Distribution 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;
(xviiithe 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 4.04Distribution 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 deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a), and (iii) the amount
of Cumulative Insurance Payments as of such Determination Date. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date 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 4.05Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation, REO Disposition or
Servicing Modification (to the extent constituting a reduction of the principal
balance of the Mortgage Loan) that occurred during the related Prepayment Period
or in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses, other than Excess Special Hazard Losses,
Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if such Realized Losses are on a Discount Mortgage Loan, to the Class A-P
Certificates, in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses and the entire amount
of such Realized Losses on Non-Discount Mortgage Loans among all the Class A
Certificates (other than the Class A-P Certificates) and Class R Certificates
and, in respect of the interest portion of such Realized Losses, on a pro rata
basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage
Loans will be allocated among the Class A (other than the Class A-P
Certificates), Class M, Class B and Class R Certificates and, in respect of the
interest portion of such
<PAGE>
Realized Losses, on a pro rata basis, as described below. The principal portion
of such losses on Discount Mortgage Loans will be allocated to the Class A-P
Certificates in an amount equal to the related Discount Fraction thereof, and
the remainder of such losses on Discount Mortgage Loans will be allocated among
the Class A Certificates (other than the Class A-P Certificates), Class M, Class
B and Class R Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that in determining the
Certificate Principal Balance of the Class A-6 Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Class A-6 Certificates shall be deemed to be equal to the lesser
of (a) the original Certificate Principal Balance of such Certificate and (b)
the Certificate Principal Balance of such Certificate prior to giving effect to
distributions to be made on such Distribution Date. 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 4.06Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and
<PAGE>
6050P, respectively, of the Code, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee, 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.
<PAGE>
Section 4.08Distributions on the Uncertificated REMIC Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 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 4.09Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any
Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholders pursuant to the terms of such requirements.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company and in the case of any Certificates issued on the Closing Date, upon
receipt by the Trustee or one or more Custodians of the documents specified in
Section 2.01. The Certificates, other than the Class A-V Certificates and Class
R Certificates, shall be issuable in minimum dollar denominations of $25,000 and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class B-1,
Class B-2 and Class B-3 Certificates) in excess thereof, except that one
Certificate of each of the Class A-P, Class B-1, 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 $ 25,186.52
Class B-1 $ 250,000.00
Class B-2 $ 250,600.00
Class B-3 $ 250,829.76
The Class A-V Certificates and Class R Certificates shall be issuable in
minimum denominations of not less than a 20% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-V Certificates);
provided, however, that one Class R Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than 0.01%.
Each Subclass of the Class A-V Certificates shall be issuable in minimum
denominations of not less than a 100% Percentage Interest, except as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such 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 Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
<PAGE>
(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 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
<PAGE>
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
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.
<PAGE>
(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 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,
<PAGE>
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 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.
<PAGE>
(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 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.
<PAGE>
(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.
(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
<PAGE>
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 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
<PAGE>
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.
(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
<PAGE>
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 due and punctual performance and observance of
each covenant and condition to be performed or
<PAGE>
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 Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
<PAGE>
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. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
<PAGE>
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 correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to
<PAGE>
the Trustee by the Company or the Master Servicer and which on their face,
do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses
(iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other
<PAGE>
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;
(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
<PAGE>
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.
(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
<PAGE>
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ, and the expenses incurred by the Trustee or
any co-trustee in connection with the appointment of an office or agency
pursuant to Section 8.12) except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement and the Custodial Agreement, provided
that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing 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.
<PAGE>
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.
(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.
<PAGE>
(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 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
<PAGE>
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee 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
<PAGE>
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 Four Albany Street, New
York, New York, 10006 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.
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 any previously unpaid Accrued
Certificate Interest and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution
<PAGE>
(including the repurchase price specified in clause (ii) of subsection (a) of
this Section) over the total amount distributed under the immediately preceding
clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund, as the case may be, shall be terminated in accordance
with the following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the Master Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee) to the effect that
the failure of the Trust Fund, as the case may be, 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 ,as the case may be, 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, as the case may be, under Section 860F of
the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell or otherwise dispose of all of the remaining assets of the Trust Fund
in accordance with the terms hereof; and
<PAGE>
(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
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's
<PAGE>
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 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,
<PAGE>
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 or subject the Trust Fund to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
<PAGE>
(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
March 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 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.
<PAGE>
(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, respectively, provided that (A) such change shall not result
in reduction of the rating assigned to any such Class of Certificates
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect, and (B) such change shall not (subject to
Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense
of the party seeking so to modify, eliminate or add such provisions),
cause either the Trust Fund or any of the Certificateholders (other than
the transferor) to be subject to a federal tax caused by a transfer to a
Person that is not a Permitted Transferee, or
<PAGE>
(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.
(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
<PAGE>
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 fails 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 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
<PAGE>
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 12.03Limitation 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.
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.
<PAGE>
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, Corporate Trust Services Division, 3 Park Plaza,
Irvine, California 92614, Attention: Residential Funding Mortgage Securities I,
Inc., Series 1999-S8 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 IBCA, One State Street Plaza, 33rd 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,
(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,
<PAGE>
(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. 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
<PAGE>
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
Titl Vice President
Attest
Name: Timothy A. Kruse
Title:Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name:
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 25th day of March, 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 25th day of March, 1999 before me, a notary public in and for
said State, personally appeared _______________________, 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 25th day of March, 1999 before me, a notary public in and for
said State, personally appeared _________________, known to me to be a Vice
President 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 MARCH 30, 1999. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] [Pass-Through
Rate]
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
March 1, 1999
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
April 25, 1999 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Corporation Balance] [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
March 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-S8
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: March 30, 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 MARCH 30, 1999. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $______________OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ______% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $______________-_PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
March 1, 1999 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
April 25, 1999
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
March 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S8
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of
B-3
<PAGE>
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (b) a representation letter, in the form as
described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan (a "Plan Investor"), or stating that (i) the transferee is
an insurance company, (ii) the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
B-4
<PAGE>
Notwithstanding the above, with respect to the transfer of this
Certificate to a Depository or any subsequent transfer or any interest in this
Certificate for as long as this Certificate is held by the Depository, (i)
neither an opinion of counsel nor a certification, each as described in the
foregoing paragraph, shall be required, and (ii) the following conditions shall
apply:
1. Any Transferee of this Certificate will be deemed to have
represented by virtue of its purchase or holding of this
Certificate (or interest herein) that either (a) such
Transferee is not a Plan Investor or (b) such Transferee is a
Complying Insurance Company; and
2. If this Certificate (or any interest herein) is acquired or
held in violation of the provisions of the preceding
paragraph, then the last preceding Transferee that either (i)
is not a Plan Investor or (ii) is a Complying Insurance
Company shall be restored, to the extent permitted by law, to
all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate.
The Trustee shall be under no liability to any Person for
making any payments due on this Certificate to such preceding
Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest herein) was effected in violation of the restrictions
in Section 5.02(e) of the Agreement shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive
B-5
<PAGE>
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
B-6
<PAGE>
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: March 30, 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 MARCH 30, 1999. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
C-1
<PAGE>
Certificate No. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
March 1, 1999
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
April 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
March 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S8
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
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<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
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<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.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: March 30, 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
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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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<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
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<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.
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<PAGE>
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 Percentage Interest: ______%
Agreement and Cut-off Date:
March 1, 1999
First Distribution Date: Initial Certificate Principal
April 25, 1999 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
March 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S8
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
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<PAGE>
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the
D-4
<PAGE>
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
D-5
<PAGE>
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: March 30, 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
D-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________ for the account of
_____________________ account number ______________, or, if mailed by check, to
________________. Applicable statements should be mailed to ___________________.
This information is provided by , the assignee named above, or , as its
agent.
D-8
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of March 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 March 1, 1999,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1999-S8 (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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<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of 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 either (i) an
Interim Certification in the form attached hereto as Exhibit Two to the effect
that all 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 or (ii) a Final Certification as set forth in subsection
(c) below. 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
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<PAGE>
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.
(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 then 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 certification (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 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, 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 certificate 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 certificate, 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
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<PAGE>
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
Trust Receipt with respect thereto to the Master 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, holds
such documents for the benefit of 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.
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<PAGE>
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 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.
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<PAGE>
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
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.
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<PAGE>
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 North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1999-S8
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
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<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF __________ )
On the 30th day of March, 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 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 30th day of March, 1999, before me, a notary public in and
for said State, personally appeared __________________, known to me to be a
________________ 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 30th day of March, 1999, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
_______________ 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 30th day of March, 1999, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
_______________ 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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<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 30, 1999
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation, Series 1999-S8
Re: Custodial Agreement, dated as of March 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, 1999-S8
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 a 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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<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1999
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation, Series 1999-S8
Re: Custodial Agreement dated as of March 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-S8
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:
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<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1999
The First National Bank of Chicago
One North State Street - 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation, 1999-S8
Re: Custodial Agreement dated as of March 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-S8
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 with respect to each such Mortgage 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
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<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.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
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<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 03/25/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.01.55 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 1999-S8 CUTOFF : 03/01/99
POOL : 0004366
:
:
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 #
______________________________________________________________________________
1774853 976/976 F 118,750.00 ZZ
180 115,475.15 1
30 SHORT STREET 7.625 1,109.28 95
7.375 1,109.28 125,000.00
WEISER ID 83672 2 05/22/98 21
5215395 05 07/01/98 25
5215395 O 06/01/13
0
1774971 976/976 F 250,000.00 ZZ
180 238,411.74 1
74 WEST LANE 6.875 2,229.64 46
6.625 2,229.64 545,000.00
POUND RIDGE NY 10576 5 12/09/97 00
6537203 05 02/01/98 0
6537203 O 01/01/13
0
1791285 116/116 F 452,000.00 ZZ
180 450,526.88 1
30 CAPE JASMINE PLACE 6.625 3,968.54 80
6.375 3,968.54 565,000.00
THE WOODLANDS TX 77381 1 01/29/99 00
091067235 03 03/01/99 0
091067235 O 02/01/14
0
1812450 976/976 F 275,000.00 ZZ
180 261,882.31 1
16 LOWELL DRIVE 7.375 2,529.79 64
7.125 2,529.79 435,000.00
WAYNE NJ 07470 2 07/27/98 00
5173693 05 09/01/98 0
1
5173693 O 08/01/13
0
1827961 369/G01 F 497,000.00 ZZ
180 495,344.98 1
3278 BEAUMONT WOODS PLACE 6.375 4,295.33 67
6.125 4,295.33 751,000.00
HONOLULU HI 96822 2 01/06/99 00
0431196518 01 03/01/99 0
061861514 O 02/01/14
0
1829752 E98/G01 F 273,000.00 ZZ
180 270,149.37 1
512 9TH ST N 6.625 2,396.92 88
6.375 2,396.92 312,000.00
SARTELL MN 56377 2 11/12/98 10
0431215268 05 01/01/99 25
887408160 O 12/01/13
0
1829864 E22/G01 F 81,250.00 ZZ
180 80,193.30 1
24240 SENECA 6.750 718.99 65
6.500 718.99 125,000.00
OAK PARK MI 48237 5 10/21/98 00
0411099088 05 12/01/98 0
411099088 O 11/01/13
0
1832201 076/076 F 250,850.00 ZZ
180 246,183.11 1
9000 OAKMONT VALLEY DRIVE 7.375 2,307.63 65
7.125 2,307.63 386,500.00
OKLAHOMA CITY OK 73131 1 09/04/98 00
7322345 05 10/01/98 0
7322345 O 09/01/13
0
1833582 G82/G82 F 307,700.00 ZZ
180 306,718.62 1
413 RIO GRANDE DRIVE 6.875 2,744.24 90
6.625 2,744.24 345,000.00
MISSION TX 78572 2 01/21/99 10
1001489535 03 03/01/99 25
1001489535 O 02/01/14
0
1
1847084 560/560 F 339,026.94 ZZ
118 326,983.41 1
4005 COUNTY LINE RD 7.750 4,114.45 53
7.500 4,114.45 640,000.00
MACEDON NY 14502 1 08/31/93 00
320451438 05 11/01/98 0
320451438 O 08/01/08
0
1855407 593/593 F 294,000.00 ZZ
180 290,174.78 1
73 KIVA LOOP 6.875 2,622.06 80
6.625 2,622.06 367,500.00
SANDIA PARK NM 87047 2 11/04/98 00
0006862155 05 01/01/99 0
0006862155 O 12/01/13
0
1857405 L84/G01 F 315,000.00 ZZ
180 313,995.35 1
7416 JASON AVENUE 6.875 2,809.34 75
6.625 2,809.34 420,000.00
WEST HILLS CA 91307 2 01/15/99 00
0431218205 05 03/01/99 0
98339 O 02/01/14
0
1860081 354/354 F 332,000.00 ZZ
180 329,853.18 1
1625 ELMAR WAY 6.750 2,937.90 61
6.500 2,937.90 550,000.00
SAN JOSE CA 95129 5 12/02/98 00
27511864 05 02/01/99 0
27511864 O 01/01/14
0
1860195 562/562 F 171,000.00 ZZ
180 169,530.37 1
24-3 MANVILLE LANE 6.625 1,501.37 69
6.375 1,501.37 250,000.00
PLEASANTVILLE NY 10570 2 12/09/98 00
580985 01 02/01/99 0
580985 O 01/01/14
0
1860469 B28/G01 F 349,350.00 ZZ
180 347,090.98 1
5220 EAST 17TH AVENUE 6.750 3,091.44 68
17TH AVENUE 6.500 3,091.44 520,000.00
1
DENVER CO 80220 2 12/15/98 00
0431232420 05 02/01/99 0
01982727 O 01/01/14
0
1862084 N63/G01 F 285,000.00 ZZ
180 284,071.16 1
30 THOREAU ROAD 6.625 2,502.28 60
6.375 2,502.28 475,000.00
CANTON MA 02021 5 01/26/99 00
0431221191 05 03/01/99 0
00 O 02/01/14
0
1862270 F59/G01 F 340,000.00 ZZ
180 338,927.31 1
14 POWERS RD 7.000 3,056.02 47
6.750 3,056.02 725,000.00
ANDOVER MA 01810 2 01/25/99 00
0431202514 05 03/01/99 0
0000 O 02/01/14
0
1862476 H86/G01 F 268,000.00 ZZ
180 265,448.59 1
265 BUNKER HILL 7.000 2,408.86 75
6.750 2,408.86 360,000.00
APTOS CA 95003 2 11/02/98 00
0431214758 05 01/01/99 0
00 O 12/01/13
0
1862546 731/G01 F 132,050.00 ZZ
180 131,232.26 1
3000 STRATFORD MILL ROAD 7.250 1,205.44 95
7.000 1,205.44 139,000.00
LITHONIA GA 30038 2 12/29/98 04
0431220524 05 02/01/99 30
3140669535 O 01/01/14
0
1865147 G53/G01 F 251,500.00 ZZ
180 250,689.14 1
118 DOCKSIDE CIRCLE 6.750 2,225.55 42
6.500 2,225.55 610,000.00
FT. LAUDERDALE FL 33327 2 01/27/99 00
0431208396 03 03/01/99 0
000 O 02/01/14
0
1
1865169 026/G01 F 305,000.00 ZZ
180 305,000.00 1
2517 KNOLLWOOD RD 6.875 2,720.16 73
6.625 2,720.16 420,000.00
CHARLOTTE NC 28211 5 02/11/99 00
0431227842 05 04/01/99 0
200457055 O 03/01/14
0
1867238 976/976 F 300,000.00 ZZ
180 292,108.10 1
14 REDMOND LANE 6.750 2,654.73 24
6.500 2,654.73 1,300,000.00
OYSTER BAY COVE NY 11771 2 06/19/98 00
5277318 05 08/01/98 0
5277318 O 07/01/13
0
1867240 976/976 F 263,600.00 ZZ
120 260,524.29 1
32 ARBOR LA 6.875 3,043.67 58
6.625 3,043.67 460,000.00
DIX HILLS NY 11746 2 12/15/98 00
5347189 05 02/01/99 0
5347189 O 01/01/09
0
1867242 976/976 F 370,900.00 ZZ
180 365,462.56 1
6750 SW 97TH STREET 6.750 3,282.13 59
6.500 3,282.13 630,000.00
MIAMI FL 33156 2 11/23/98 00
5360635 05 01/01/99 0
5360635 O 12/01/13
0
1867247 976/976 F 329,500.00 ZZ
180 327,323.10 1
11702 FIDELIA COURT 6.500 2,870.30 57
6.250 2,870.30 579,500.00
HOUSTON TX 77024 1 12/01/98 00
5423337 05 02/01/99 0
5423337 O 01/01/14
0
1867251 976/976 F 327,000.00 ZZ
180 323,352.55 1
1
10573 TANAGER HILLS DRIVE 6.875 2,916.37 57
6.625 2,916.37 575,000.00
CINCINNATI OH 45249 2 11/23/98 00
5464966 05 01/01/99 0
5464966 O 12/01/13
0
1867260 976/976 F 380,000.00 ZZ
180 375,004.97 1
4025 DUNSINANE ST 6.625 3,336.38 53
6.375 3,336.38 720,000.00
OCEAN SPRINGS MS 39564 2 11/02/98 00
7993577 05 12/01/98 0
7993577 O 11/01/13
0
1867430 664/G01 F 450,000.00 ZZ
180 446,995.03 1
1144 ARDEN ROAD 6.375 3,889.13 24
6.125 3,889.13 1,900,000.00
PASADENA CA 91106 2 12/08/98 00
0431206507 05 02/01/99 0
2903508 O 01/01/14
0
1868330 588/G01 F 275,000.00 ZZ
180 272,381.96 1
20 SHIRA LANE 7.000 2,471.78 64
6.750 2,471.78 435,000.00
MANALAPAN TOWNS NJ 07726 1 11/24/98 00
0431214774 05 01/01/99 0
980901019 O 12/01/13
0
1869143 429/429 F 345,000.00 ZZ
180 342,745.01 1
39 VALLEY LANE NORTH 6.625 3,029.08 69
6.375 3,029.08 500,000.00
NORTH WOODMERE NY 11581 2 12/23/98 00
62731076 05 02/01/99 0
62731076 O 01/01/14
0
1869145 429/429 F 240,000.00 ZZ
180 238,414.40 1
19 TEN BROEK CT 6.500 2,090.66 79
6.250 2,090.66 307,000.00
BRIDGEWATER NJ 08807 1 12/23/98 00
63609070 05 02/01/99 0
1
63609070 O 01/01/14
0
1869148 429/429 F 240,000.00 ZZ
180 238,345.35 1
9571 FOXFORD ROAD 6.000 2,025.26 71
5.750 2,025.26 340,000.00
CHANHASSEN MN 55317 2 12/29/98 00
64806570 05 02/01/99 0
64806570 O 01/01/14
0
1869149 429/429 F 270,000.00 ZZ
180 268,309.75 1
1724 HARDING 7.125 2,445.75 75
6.875 2,445.75 360,000.00
NORTHFIELD IL 60093 2 12/16/98 00
64859622 05 02/01/99 0
64859622 O 01/01/14
0
1869150 549/549 F 233,100.00 T
180 231,559.98 1
17603 N LOST MINE LANE 6.500 2,030.56 75
6.250 2,030.56 312,000.00
SURPRISE AZ 85374 1 12/22/98 00
64988805 03 02/01/99 0
64988805 O 01/01/14
0
1869152 429/429 F 231,500.00 T
180 229,970.55 1
323 N 12TH ST 6.500 2,016.62 75
6.250 2,016.62 310,000.00
BOROUGH OF SURF NJ 08008 2 12/21/98 00
65235983 05 02/01/99 0
65235983 O 01/01/14
0
1869156 549/549 F 360,000.00 ZZ
180 357,518.03 1
2156 AHA NIU PL 6.000 3,037.89 69
5.750 3,037.89 525,000.00
HONOLULU HI 96821 5 12/17/98 00
65417852 03 02/01/99 0
65417852 O 01/01/14
0
1
1869158 429/429 F 240,000.00 ZZ
180 238,414.40 1
2649 WINGFIELD ROAD 6.500 2,090.66 60
6.250 2,090.66 402,000.00
NORFOLK VA 23518 5 12/21/98 00
65465008 05 02/01/99 0
65465008 O 01/01/14
0
1869159 429/429 F 235,000.00 ZZ
180 231,235.51 1
2708 DUMBARTON ST , N.W. 6.500 2,047.11 47
6.250 2,047.11 510,000.00
WASHINGTON DC 20007 2 12/23/98 00
65465717 05 02/01/99 0
65465717 O 01/01/14
0
1869167 429/429 F 265,000.00 ZZ
180 263,304.78 1
218 CONVENTRY LANE 6.875 2,363.42 52
6.625 2,363.42 510,000.00
NORTH ANDOVER MA 01845 5 12/28/98 00
65599900 05 02/01/99 0
65599900 O 01/01/14
0
1869170 549/549 F 304,000.00 ZZ
180 302,076.19 1
260 GREY HAVENS LOOP 7.000 2,732.44 33
6.750 2,732.44 923,500.00
ORCAS WA 98280 2 12/09/98 00
65649753 05 02/01/99 0
65649753 O 01/01/14
0
1869175 429/429 F 300,000.00 ZZ
180 298,060.10 1
1136 ANTIQUE LANE 6.750 2,654.73 75
6.500 2,654.73 400,000.00
NORTHBROOK IL 60062 5 12/10/98 00
65716671 05 02/01/99 0
65716671 O 01/01/14
0
1869191 549/549 F 400,000.00 ZZ
180 396,085.05 1
313 S POINSETTIA AVE 6.875 3,567.42 45
6.625 3,567.42 900,000.00
1
MANHATTAN B CA 90266 5 11/24/98 00
65875940 05 01/01/99 0
65875940 O 12/01/13
0
1869195 549/549 F 256,000.00 ZZ
180 254,344.62 1
34 KINGS ROW AVE 6.750 2,265.37 52
6.500 2,265.37 500,000.00
CARBONDALE CO 81623 5 12/09/98 00
65935349 05 02/01/99 0
65935349 O 01/01/14
0
1869202 429/429 F 240,000.00 ZZ
180 238,431.30 1
6 CANDIDA LANE 6.625 2,107.19 67
6.375 2,107.19 362,000.00
ACTON MA 01720 2 12/23/98 00
66020719 05 02/01/99 0
66020719 O 01/01/14
0
1869203 429/429 F 625,000.00 ZZ
180 618,920.74 1
281 OTIS ST 6.750 5,530.69 57
6.500 5,530.69 1,100,000.00
WEST NEWTON MA 02465 2 11/24/98 00
66020999 05 01/01/99 0
66020999 O 12/01/13
0
1869204 429/429 F 310,000.00 ZZ
180 306,786.10 1
265 HIGH ST 6.000 2,615.96 54
5.750 2,615.96 575,000.00
HINGHAM MA 02043 5 11/20/98 00
66021090 05 01/01/99 0
66021090 O 12/01/13
0
1869205 429/429 F 240,000.00 ZZ
180 239,234.54 1
99 HERITAGE LANE 6.875 2,140.46 55
6.625 2,140.46 440,000.00
DUXBURY MA 02332 5 12/31/98 00
66021375 05 03/01/99 0
66021375 O 02/01/14
0
1
1869208 549/549 F 333,000.00 T
120 326,684.72 1
3136 GOUGH ST 6.500 3,781.15 46
6.250 3,781.15 733,150.00
SAN FRANCISCO CA 94123 2 12/09/98 00
66032601 05 02/01/99 0
66032601 O 01/01/09
0
1869211 549/549 F 676,000.00 ZZ
180 668,615.95 1
3705 LEXINGTON AVE 6.000 5,704.48 59
5.750 5,704.48 1,150,000.00
HIGHLAND PARK TX 75205 2 11/23/98 00
66058228 05 01/01/99 0
66058228 O 12/01/13
0
1869213 429/429 F 476,250.00 ZZ
180 469,922.97 1
180 HIGHLAND LAKES DR 6.500 4,148.65 75
6.250 4,148.65 635,000.00
BIRMINGHAM AL 35242 5 10/05/98 00
66107881 03 12/01/98 0
66107881 O 11/01/13
0
1869216 549/549 F 240,000.00 ZZ
180 238,380.15 1
45 W HAYWARD AVE 6.250 2,057.82 80
6.000 2,057.82 300,000.00
PHOENIX AZ 85021 2 12/29/98 00
66120951 05 02/01/99 0
66120951 O 01/01/14
0
1869217 549/549 F 650,000.00 T
180 641,455.90 1
4 ROYAL CT 6.625 5,706.96 43
6.375 5,706.96 1,516,000.00
PARK CITY UT 84060 2 10/19/98 00
66122473 05 12/01/98 0
66122473 O 11/01/13
0
1869220 549/549 F 430,000.00 ZZ
180 427,249.26 1
1
1 RUE MARSEILLE 6.875 3,834.98 41
6.625 3,834.98 1,050,000.00
NEWPORT BEACH CA 92660 5 12/03/98 00
66135567 03 02/01/99 0
66135567 O 01/01/14
0
1869221 549/549 F 240,000.00 T
180 238,414.40 1
2243 MEADOW LARK LANE 6.500 2,090.66 64
6.250 2,090.66 375,000.00
GENOA NV 89423 2 12/04/98 00
66141419 05 02/01/99 0
66141419 O 01/01/14
0
1869224 429/429 F 430,400.00 ZZ
180 424,906.20 1
10040 E HAPPY VALLEY ROAD 476 6.750 3,808.66 44
6.500 3,808.66 1,000,000.00
SCOTTSDALE AZ 85255 2 12/15/98 00
66167272 03 02/01/99 0
66167272 O 01/01/14
0
1869228 429/429 F 378,464.00 R
180 375,882.29 1
15623 FROHOCK PLACE 6.125 3,219.31 80
5.875 3,219.31 474,000.00
CHARLOTTE NC 28277 1 12/10/98 00
66171938 03 02/01/99 0
66171938 O 01/01/14
0
1869229 549/549 F 450,000.00 T
180 445,575.85 1
59 470 PALILA PL 6.625 3,950.98 51
6.375 3,950.98 885,000.00
KAMUELA HI 96743 2 11/05/98 00
66173574 03 01/01/99 0
66173574 O 12/01/13
0
1869231 549/549 F 492,000.00 ZZ
180 487,214.40 1
20646 LEONARD ROAD 6.750 4,353.76 37
6.500 4,353.76 1,350,000.00
SARATOGA CA 95070 5 10/29/98 00
66190479 05 01/01/99 0
1
66190479 O 12/01/13
0
1869232 429/429 F 265,000.00 ZZ
180 263,249.23 1
41 WINTERGREEN DR 6.500 2,308.44 72
6.250 2,308.44 370,000.00
NORTH ATTLEBORO MA 02760 2 12/02/98 00
66202175 05 02/01/99 0
66202175 O 01/01/14
0
1869233 429/429 F 240,000.00 ZZ
120 237,199.66 1
11 BUTTONWOOD LANE 6.875 2,771.17 30
6.625 2,771.17 800,000.00
CHATHAM NJ 07928 2 12/24/98 00
66203597 05 02/01/99 0
66203597 O 01/01/09
0
1869235 429/429 F 240,000.00 ZZ
180 238,380.15 1
5015 ARDEN AVE 6.250 2,057.82 45
6.000 2,057.82 540,000.00
EDINA MN 55424 2 12/23/98 00
66250013 05 02/01/99 0
66250013 O 01/01/14
0
1869236 549/549 F 650,000.00 ZZ
180 641,173.68 1
5680 S ELM ST 6.625 5,706.96 78
6.375 5,706.96 840,000.00
LITTLETON CO 80121 2 10/23/98 00
66265932 03 12/01/98 0
66265932 O 11/01/13
0
1869241 549/549 F 240,000.00 ZZ
180 238,380.15 1
6346 WILLOW SPRINGS DR 6.250 2,057.82 45
6.000 2,057.82 545,000.00
MORRISON CO 80465 2 12/16/98 00
66298393 03 02/01/99 0
66298393 O 01/01/14
0
1
1869249 549/549 F 288,000.00 ZZ
180 285,094.57 1
707 MILBERRY LANE 6.500 2,508.79 80
6.250 2,508.79 360,000.00
BELLAIRE TX 77401 1 12/17/98 00
66342937 05 02/01/99 0
66342937 O 01/01/14
0
1869254 549/549 F 325,000.00 ZZ
180 322,920.96 1
4727 MEANDERING WAY 6.875 2,898.53 55
6.625 2,898.53 591,000.00
COLLEYVILLE TX 76034 1 12/15/98 00
66427266 03 02/01/99 0
66427266 O 01/01/14
0
1869255 549/549 F 300,000.00 ZZ
180 298,039.12 1
1545 BRADBURY ROAD 6.625 2,633.99 60
6.375 2,633.99 500,000.00
SAN MARINO CA 91108 2 12/15/98 00
66428416 05 02/01/99 0
66428416 O 01/01/14
0
1869263 549/549 F 425,000.00 ZZ
180 423,614.87 1
14771 CREEKSIDE LANE 6.625 3,731.48 76
6.375 3,731.48 560,000.00
LONGMONT CO 80501 2 01/06/99 00
66624754 05 03/01/99 0
66624754 O 02/01/14
0
1869264 429/429 F 300,000.00 R
180 297,975.20 1
9224 N SUNSET RIDGE 6.250 2,572.27 63
6.000 2,572.27 478,000.00
FOUNTAIN HILLS AZ 85268 1 12/26/98 00
66641764 03 02/01/99 0
66641764 O 01/01/14
0
1869265 429/429 F 320,000.00 ZZ
180 317,952.94 1
5771 TROWBRIDGE WAY 6.875 2,853.94 53
6.625 2,853.94 610,000.00
1
SAN JOSE CA 95138 2 12/21/98 00
66648319 03 02/01/99 0
66648319 O 01/01/14
0
1869516 A50/A50 F 326,000.00 ZZ
180 322,829.08 1
730 BIRKDALE DRIVE 6.750 2,884.80 78
6.500 2,884.80 422,000.00
FAYETTEVILLE GA 30215 1 12/01/98 00
118568 03 01/01/99 0
118568 O 12/01/13
0
1869723 168/168 F 289,000.00 ZZ
180 286,105.52 1
13 GOLDEN ROAD 6.625 2,537.40 58
6.375 2,537.40 500,000.00
SUFFERN NY 10901 2 12/14/98 00
0239996844 05 02/01/99 0
0239996844 O 01/01/14
0
1870071 A54/G01 F 351,000.00 ZZ
180 346,483.48 1
3 WEST SOUTH FAIRMONT 6.875 3,130.41 69
6.625 3,130.41 515,000.00
ALTON IL 62002 2 10/15/98 00
0431189695 05 12/01/98 0
0002141224 O 11/01/13
0
1870077 A54/G01 F 253,600.00 ZZ
180 250,301.74 1
2942 AMBASSADOR COURT 6.750 2,244.14 80
6.500 2,244.14 320,000.00
WEST BLOOMFIELD MI 48322 2 10/27/98 00
0431189687 05 12/01/98 0
0002132983 O 11/01/13
0
1870160 A54/G01 F 506,500.00 ZZ
180 502,933.37 1
11004 ROUNDTABLE COURT 5.750 4,206.03 80
5.500 4,206.03 635,000.00
NORTH BETHESDA MD 20852 2 12/14/98 00
0431192715 05 02/01/99 0
0002208403 O 01/01/14
0
1
1870161 A54/G01 F 267,000.00 ZZ
180 262,547.39 1
9320 THREAD RIVER DR 6.500 2,325.86 36
6.250 2,325.86 750,000.00
GOODRICH MI 48438 2 12/08/98 00
0431192764 05 02/01/99 0
0002223543 O 01/01/14
0
1870162 A54/G01 F 291,000.00 ZZ
180 289,056.79 1
855 WILLOW DRIVE 6.375 2,514.97 80
6.125 2,514.97 365,000.00
DELAFIELD WI 53018 2 12/08/98 00
0431193424 05 02/01/99 0
0002187078 O 01/01/14
0
1870165 A54/G01 F 285,500.00 ZZ
180 283,613.78 1
140 OLD SANDHURST LANDING 6.500 2,487.02 68
6.250 2,487.02 425,000.00
ALPHARETTA GA 30202 2 12/30/98 00
0431192418 03 02/01/99 0
0002250025 O 01/01/14
0
1870175 A54/G01 F 243,750.00 ZZ
180 242,156.80 1
2331 SOUTHERN SHADE BLVD 6.625 2,140.11 75
6.375 2,140.11 325,000.00
KNOXVILLE TN 37932 5 12/11/98 00
0431192384 05 02/01/99 0
0002181634 O 01/01/14
0
1870196 A54/G01 F 360,000.00 ZZ
180 356,460.69 1
6787 OAKHURST RIDGE RD 6.625 3,160.78 80
6.375 3,160.78 450,000.00
CLARKSTON MI 48348 1 11/25/98 00
0431191576 05 01/01/99 0
0002193563 O 12/01/13
0
1870197 A54/G01 F 355,900.00 ZZ
180 352,325.62 1
1
4619 FOX TRAIL DR 6.375 3,075.87 85
6.125 3,075.87 420,000.00
HILLIARD OH 43026 2 11/12/98 21
0431208347 05 01/01/99 12
0002119717 O 12/01/13
0
1870287 M58/G01 F 350,000.00 ZZ
180 348,871.57 1
4548 WALDEN 6.750 3,097.18 70
6.500 3,097.18 500,000.00
BLOOMFIELD MI 48301 2 01/29/99 00
0431214238 05 03/01/99 0
MI000731FC O 02/01/14
0
1870447 J95/J95 F 320,000.00 ZZ
180 316,679.29 1
4500 BECK LANE 6.500 2,787.55 80
6.250 2,787.55 400,000.00
VACAVILLE CA 95688 5 11/17/98 00
0016389876 05 01/01/99 0
0016389876 O 12/01/13
0
1870996 076/076 F 610,000.00 ZZ
180 602,150.76 1
53 WOODBINE RD 6.875 5,440.32 70
6.625 5,440.32 880,000.00
BELMONT MA 02178 2 10/30/98 00
7292538 05 12/01/98 0
7292538 O 11/01/13
0
1871048 E26/G01 F 472,500.00 ZZ
180 470,993.01 1
42 EAST CAMINO REAL AVENUE 6.875 4,214.02 75
6.625 4,214.02 630,000.00
ARCADIA CA 91006 5 01/05/99 00
0431199645 05 03/01/99 0
34801790 O 02/01/14
0
1871236 369/G01 F 409,950.00 ZZ
180 406,047.19 1
6517 FALLWIND LANE 7.000 3,684.75 61
6.750 3,684.75 680,000.00
BETHESDA MD 20817 2 11/23/98 00
0431220920 03 01/01/99 0
1
0061993945 O 12/01/13
0
1871593 H22/G01 F 130,000.00 ZZ
180 129,580.87 1
4 HELENE AVE 6.750 1,150.38 38
6.500 1,150.38 346,000.00
MERRICK NY 11566 2 01/15/99 00
0431218783 05 03/01/99 0
9812021 O 02/01/14
0
1871732 H89/G01 F 60,000.00 ZZ
180 54,406.34 1
60 WALTON WAY 8.000 573.39 66
7.750 573.39 92,000.00
DESTIN FL 32541 1 02/25/98 00
0431216092 05 04/01/98 0
1015 O 03/01/13
0
1871750 076/076 F 450,000.00 ZZ
180 445,622.95 1
3818 FRENDLY HOPE RD 6.750 3,982.09 77
6.500 3,982.09 590,000.00
JONESBORO AR 72404 2 10/27/98 00
7270740 05 01/01/99 0
7270740 O 12/01/13
0
1872032 K08/G01 F 105,500.00 ZZ
180 105,148.69 1
2869 S. RICHFIELD WAY 6.375 911.78 65
6.125 911.78 164,000.00
AURORA CO 80013 2 01/07/99 00
0411131170 05 03/01/99 0
411131170 O 02/01/14
0
1872123 K08/G01 F 440,000.00 ZZ
180 431,116.36 1
755 MILE CIRCLE DRIVE 6.625 3,863.17 66
6.375 3,863.17 675,000.00
RENO NV 89511 2 01/14/99 00
0411167364 05 03/01/99 0
411167364 O 02/01/14
0
1
1872376 K08/G01 F 345,000.00 ZZ
180 343,863.43 1
18625 VERNA LANE 6.500 3,005.32 77
6.250 3,005.32 449,000.00
PRIOR LAKE MN 55372 2 01/13/99 00
0411215056 05 03/01/99 0
411215056 O 02/01/14
0
1872512 J86/G01 F 150,000.00 ZZ
180 150,000.00 1
14 MAYFAIR DR 6.500 1,306.66 45
6.250 1,306.66 340,000.00
TRUMBULL CT 06611 2 02/05/99 00
0431210525 05 04/01/99 0
8131 O 03/01/14
0
1872823 M29/G01 F 115,500.00 ZZ
180 115,500.00 1
1828 SOUTH JASMINE STREET 6.500 1,006.13 61
6.250 1,006.13 189,540.00
DENVER CO 80224 1 02/21/99 00
0431244904 05 04/01/99 0
0000 O 03/01/14
0
1873227 E66/E66 F 284,000.00 ZZ
180 282,183.23 1
3407 CABARRUS DRIVE 6.875 2,532.87 80
6.625 2,532.87 355,000.00
GREENSBORO NC 27407 1 12/02/98 00
600457939 05 02/01/99 0
600457939 O 01/01/14
0
1873230 K08/G01 F 45,000.00 ZZ
180 44,767.19 1
1510 ROUTE 7 7.125 407.62 38
6.875 407.62 120,000.00
FERRISBURGH VT 05456 1 01/19/99 00
0411202583 05 03/01/99 0
411202583 O 02/01/14
0
1873235 K08/G01 F 300,000.00 ZZ
180 299,043.19 1
6989 GOLDEN COURT 6.875 2,675.56 53
6.625 2,675.56 575,000.00
1
WEST BLOOMFIELD MI 48322 1 01/20/99 00
0411231681 01 03/01/99 0
411231681 O 02/01/14
0
1873276 E33/G01 F 324,000.00 ZZ
180 322,944.05 1
336 N WESTERN 6.625 2,844.70 72
6.375 2,844.70 450,000.00
LAKE FOREST IL 60045 2 01/22/99 00
0431205053 05 03/01/99 0
471688391 O 02/01/14
0
1873311 B60/G01 F 420,000.00 ZZ
180 415,958.32 1
1747 LUCCA PLACE 6.875 3,745.79 61
6.625 3,745.79 697,000.00
SAN JOSE CA 95138 1 11/19/98 00
0431204981 03 01/01/99 0
256903 O 12/01/13
0
1873378 A50/A50 F 380,000.00 ZZ
180 378,761.54 1
516 HILLANDALE ROAD 6.625 3,336.38 67
6.375 3,336.38 575,000.00
SENECA SC 29672 5 01/13/99 00
7504869050 05 03/01/99 0
7504869050 O 02/01/14
0
1873448 B98/G01 F 300,000.00 ZZ
180 300,000.00 1
43 PASO NOGAL COURT 6.875 2,675.57 75
6.625 2,675.57 400,000.00
PLEASANT HILL CA 94523 5 02/05/99 00
0431225424 05 04/01/99 0
0000 O 03/01/14
0
1873481 F03/G01 F 845,000.00 ZZ
180 845,000.00 1
745 MEADOW ROAD 7.000 7,595.10 65
6.750 7,595.10 1,300,000.00
CRESTED BUTTE CO 81224 5 02/12/99 00
0431224047 05 04/01/99 0
DEN13196 O 03/01/14
0
1
1873596 G34/G01 F 525,000.00 ZZ
180 523,343.65 1
26404 SAILPOINT COURT 7.000 4,718.85 57
6.750 4,718.85 925,000.00
SPICEWOOD TX 78669 1 01/13/99 00
0431199108 03 03/01/99 0
81285236 O 02/01/14
0
1873680 M01/G01 F 650,000.00 ZZ
180 647,904.33 1
5708 ARCADY PLACE 6.750 5,751.92 70
6.500 5,751.92 935,000.00
PLANO TX 75093 2 01/13/99 00
0431213644 03 03/01/99 0
228235 O 02/01/14
0
1873734 K08/G01 F 134,000.00 ZZ
180 133,563.28 1
1260 AGUILA AVENUE 6.625 1,176.51 59
6.375 1,176.51 228,000.00
CORAL GABLES FL 33134 2 01/14/99 00
0411222102 05 03/01/99 0
411222102 O 02/01/14
0
1873842 975/G01 F 480,000.00 ZZ
180 478,485.62 1
1521 SOUTH 4TH AVENUE 7.000 4,314.38 58
6.750 4,314.38 830,000.00
ARCADIA CA 91006 1 01/22/99 00
0431208560 05 03/01/99 0
990008 O 02/01/14
0
1873923 E33/G01 F 392,000.00 ZZ
180 390,722.43 1
25 N GREEN BAY ROAD 6.625 3,441.74 75
6.375 3,441.74 524,000.00
LAKE BLUFF IL 60044 2 01/25/99 00
0431204130 05 03/01/99 0
002703977 O 02/01/14
0
1873937 369/G01 F 486,500.00 ZZ
180 483,285.86 1
1
4641 CORRAL PLACE 6.500 4,237.94 77
6.250 4,237.94 635,000.00
LAS VEGAS NV 89119 2 12/23/98 00
0431201466 03 02/01/99 0
71056956 O 01/01/14
0
1874112 K08/G01 F 375,000.00 ZZ
180 373,777.83 1
914 ROSARIO DRIVE 6.625 3,292.48 66
6.375 3,292.48 570,000.00
THOUSAND OAKS CA 91362 2 01/20/99 00
0411224215 05 03/01/99 0
411224215 O 02/01/14
0
1874217 E82/G01 F 74,500.00 ZZ
180 74,267.50 1
144 WEST STREET 7.125 674.84 50
6.875 674.84 151,000.00
STOUGHTON MA 02072 2 01/27/99 00
0400174520 05 03/01/99 0
1668249 O 02/01/14
0
1874286 E84/G01 F 176,250.00 ZZ
180 175,675.59 1
7615 BURNS RUN 6.625 1,547.46 75
6.375 1,547.46 235,000.00
DALLAS TX 75248 2 01/14/99 00
0431239359 05 03/01/99 0
26980892 O 02/01/14
0
1874415 664/G01 F 380,000.00 ZZ
180 378,761.54 1
67 EAST LONGDEN AVENUE 6.625 3,336.38 61
6.375 3,336.38 625,000.00
ARCADIA CA 91006 2 01/08/99 00
0431212851 05 03/01/99 0
2907756 O 02/01/14
0
1874417 664/G01 F 243,500.00 ZZ
180 242,714.93 1
5827 NORTH MUSCATEL AVENUE 6.750 2,154.76 75
6.500 2,154.76 325,000.00
TEMPLE CITY CA 91775 2 01/09/99 00
0431203942 05 03/01/99 0
1
2785756 O 02/01/14
0
1874443 A50/A50 F 356,000.00 ZZ
180 354,852.22 1
3864 COLLINE DRIVE 6.750 3,150.28 69
6.500 3,150.28 520,000.00
MONTGOMERY AL 36106 2 01/04/99 00
119360 05 03/01/99 0
119360 O 02/01/14
0
1874527 K08/G01 F 351,200.00 ZZ
180 350,067.70 1
1239 CONNECTICUT DRIVE 6.750 3,107.80 80
6.500 3,107.80 439,000.00
REDWOOD CITY CA 94061 1 01/08/99 00
0411164460 05 03/01/99 0
411164460 O 02/01/14
0
1874528 K08/G01 F 125,000.00 ZZ
180 124,605.63 2
2844 & 2846 BROADWAY STREET 7.000 1,123.54 72
6.750 1,123.54 175,000.00
HUNTINGTON PARK CA 90255 2 01/21/99 00
0411250681 05 03/01/99 0
411250681 O 02/01/14
0
1874532 K08/G01 F 37,000.00 ZZ
180 36,885.78 1
8331 NW 46TH COURT 7.250 337.76 33
7.000 337.76 115,000.00
LAUDERHILL FL 33351 5 01/14/99 00
0411225675 05 03/01/99 0
411225675 O 02/01/14
0
1874556 976/976 F 315,000.00 ZZ
180 312,941.07 1
12913 BUCKEYE DRIVE 6.625 2,765.69 72
6.375 2,765.69 438,000.00
DARNESTOWN MD 20878 2 12/22/98 00
5401015 03 02/01/99 0
5401015 O 01/01/14
0
1
1874600 601/G01 F 386,000.00 ZZ
180 384,728.35 1
24 CLUB CIRCLE 6.500 3,362.48 75
6.250 3,362.48 515,000.00
SHERWOOD AR 72120 5 12/31/98 00
0431206416 05 03/01/99 0
1298114 O 02/01/14
0
1874611 956/G01 F 290,000.00 ZZ
180 289,075.08 1
1480 BEL AIRE ROAD 6.875 2,586.38 53
6.625 2,586.38 550,000.00
SAN MATEO CA 94402 2 01/15/99 00
0431215169 05 03/01/99 0
108110303 O 02/01/14
0
1874615 313/G01 F 299,000.00 ZZ
180 298,036.00 1
7110 CUPOLA COURT 6.750 2,645.88 65
6.500 2,645.88 460,000.00
CARY IL 60013 2 01/11/99 00
0431218791 05 03/01/99 0
6729429 O 02/01/14
0
1874623 E82/G01 F 400,000.00 ZZ
180 398,710.36 1
1 BOWDEN LANE 6.750 3,539.64 60
6.500 3,539.64 670,000.00
GLEN HEAD NY 11545 2 01/27/99 00
0400168787 05 03/01/99 0
0400168787 O 02/01/14
0
1874656 E82/G01 F 280,000.00 ZZ
180 279,097.25 1
6405 SOUTHWEST 133RD DRIVE 6.750 2,477.75 58
6.500 2,477.75 486,000.00
MIAMI FL 33156 2 01/29/99 00
0400165197 05 03/01/99 0
1532258 O 02/01/14
0
1874899 K08/G01 F 112,500.00 ZZ
180 112,129.38 1
300 SOUTH HILL STREET 6.500 980.00 75
6.250 980.00 150,000.00
1
PILOT POINT TX 76258 5 01/19/99 00
0411237860 05 03/01/99 0
411237860 O 02/01/14
0
1875058 664/G01 F 108,000.00 ZZ
180 107,655.54 1
7012 ASTER PLACE 6.875 963.21 38
6.625 963.21 290,000.00
CARLSBAD CA 92009 2 01/09/99 00
0431212893 05 03/01/99 0
2977650 O 02/01/14
0
1875115 638/G01 F 540,000.00 ZZ
180 538,258.99 1
1190 LONGFELLOW DRIVE 6.750 4,778.51 63
6.500 4,778.51 865,000.00
MANHATTAN BEACH CA 90266 5 01/15/99 00
0431206275 05 03/01/99 0
08825796 O 02/01/14
0
1875117 195/G01 F 209,106.00 ZZ
180 209,106.00 1
139 GOLFVIEW DRIVE 6.875 1,864.93 71
6.625 1,864.93 295,000.00
BRIDGEVILLE PA 15017 2 01/29/99 00
0431205657 05 04/01/99 0
61254 O 03/01/14
0
1875211 K08/G01 F 85,000.00 ZZ
180 84,728.90 1
2610 WAVERLY DRIVE SOUTHEAST 6.875 758.08 74
UNIT #1 6.625 758.08 115,000.00
ALBANY OR 97321 2 01/21/99 00
0411236573 05 03/01/99 0
411236573 O 02/01/14
0
1875240 K08/G01 F 185,000.00 ZZ
180 184,422.65 1
1208 LLANO STREET 7.125 1,675.79 55
6.875 1,675.79 342,000.00
SAN CLEMENTE CA 92673 5 01/15/99 00
0411246796 03 03/01/99 0
411246796 O 02/01/14
0
1
1875246 K08/G01 F 175,000.00 ZZ
180 174,441.85 1
2905 MCKINLEY DRIVE 6.875 1,560.75 56
6.625 1,560.75 316,000.00
SANTA CLARA CA 95051 2 01/21/99 00
0411252018 03 03/01/99 0
411252018 O 02/01/14
0
1875271 956/G01 F 400,000.00 ZZ
180 398,724.25 1
14223 NORTH 14TH DRIVE 6.875 3,567.42 57
6.625 3,567.42 713,000.00
PHOENIX AZ 85023 2 01/15/99 00
0431215227 03 03/01/99 0
408120056 O 02/01/14
0
1875301 956/G01 F 290,000.00 ZZ
180 289,075.08 1
5478 MEADOWCREST DR 6.875 2,586.38 52
6.625 2,586.38 565,000.00
ANN ARBOR MI 48105 2 01/20/99 00
0431203025 05 03/01/99 0
908100116 O 02/01/14
0
1875412 K08/G01 F 250,000.00 ZZ
180 249,219.80 1
5936 CLEARVIEW 7.125 2,264.58 45
6.875 2,264.58 557,000.00
TROY MI 48098 2 01/22/99 00
0411229594 05 03/01/99 0
411229594 O 02/01/14
0
1875417 K08/G01 F 77,200.00 ZZ
180 76,956.43 1
243 EASTON RD 7.000 693.90 67
6.750 693.90 116,000.00
DALLAS TX 75218 2 01/25/99 00
0411248693 05 03/01/99 0
411248693 O 02/01/14
0
1875435 356/G01 F 295,000.00 ZZ
180 294,059.12 1
1
125 TENBY TERRACE 6.875 2,630.98 51
6.625 2,630.98 580,000.00
DANVILLE CA 94506 5 01/07/99 00
0431210822 03 03/01/99 0
2618387 O 02/01/14
0
1875514 676/676 F 110,000.00 ZZ
180 109,637.61 1
1320 ALEXANDER STREET 6.500 958.22 67
#704 6.250 958.22 164,500.00
HONOLULU HI 96826 2 01/12/99 00
300100312272-01 06 03/01/99 0
300100312272 O 02/01/14
0
1875559 B57/G01 F 550,000.00 ZZ
180 548,226.74 1
602 AUBURN AVENUE 6.750 4,867.01 43
6.500 4,867.01 1,300,000.00
SIERRA MADRE CA 91024 2 02/20/99 00
0431212638 05 03/01/99 0
98221495 O 02/01/14
0
1875563 E85/G01 F 300,000.00 ZZ
180 299,043.19 1
2646 VALLEJO STREET 6.875 2,675.56 10
6.625 2,675.56 3,000,000.00
SAN FRANCISCO CA 94123 5 01/21/99 00
0431217876 05 03/01/99 0
9604345 O 02/01/14
0
1875580 822/G01 F 284,000.00 ZZ
180 283,094.21 1
675 PINE HOLLOW DRIVE 6.875 2,532.87 60
6.625 2,532.87 475,000.00
LEHIGHTON PA 18235 2 01/22/99 00
0431202019 05 03/01/99 0
3626016502 O 02/01/14
0
1875713 638/G01 F 93,750.00 ZZ
180 93,451.00 1
878 BLACK PLAIN ROAD 6.875 836.11 51
6.625 836.11 185,000.00
NORTH SMITHFIEL RI 02896 2 01/15/99 00
0431207265 05 03/01/99 0
1
8838951 O 02/01/14
0
1875714 562/562 F 95,000.00 ZZ
180 94,700.28 1
11 MUSCOOT ROAD SOUTH 7.000 853.89 47
6.750 853.89 205,000.00
MAHOPAC NY 10541 2 02/01/99 00
579110 05 03/01/99 0
579110 O 02/01/14
0
1875778 638/G01 F 292,000.00 ZZ
180 291,068.71 1
8365 DOVER DRIVE 6.875 2,604.21 65
6.625 2,604.21 450,000.00
GRANITE BAY CA 95746 2 01/12/99 00
0431218726 05 03/01/99 0
08844061 O 02/01/14
0
1875824 K08/G01 F 126,000.00 ZZ
180 125,615.27 1
430 COOL SPRINGS TRAIL 7.375 1,159.10 90
7.125 1,159.10 140,000.00
WOODSTOCK GA 30188 2 01/19/99 01
0411195209 03 03/01/99 25
411195209 O 02/01/14
0
1876033 A52/G01 F 55,000.00 ZZ
180 55,000.00 1
152 RIVERTOWN ROAD 6.875 490.52 65
6.625 490.52 85,000.00
FAIRBURN GA 30213 5 01/29/99 00
0431208776 05 04/01/99 0
7699 O 03/01/14
0
1876098 356/G01 F 269,000.00 ZZ
180 268,151.32 1
819 CEDAR STREET 7.000 2,417.85 71
6.750 2,417.85 380,000.00
PACIFIC GROVE CA 93950 2 01/11/99 00
0431210509 05 03/01/99 0
2616126 O 02/01/14
0
1
1876109 B57/G01 F 245,000.00 ZZ
180 244,227.04 1
3465 WINDSOR COURT 7.000 2,202.13 65
6.750 2,202.13 380,000.00
COSTA MESA CA 92626 2 01/18/99 00
0431210277 03 03/01/99 0
9821645 O 02/01/14
0
1876426 E82/G01 F 345,000.00 ZZ
180 343,851.15 1
6803 HUNTERS RUN PLACE 6.375 2,981.66 62
6.125 2,981.66 564,000.00
LOUISVILLE KY 40059 1 02/04/99 00
0400179537 03 03/01/99 0
0400179537 O 02/01/14
0
1876520 K08/G01 F 77,250.00 ZZ
180 77,000.94 1
1751 MILL IRON ROAD 6.750 683.59 79
6.500 683.59 99,000.00
GOODVIEW VA 24095 2 01/20/99 00
0411238751 05 03/01/99 0
411238751 O 02/01/14
0
1876571 F62/G01 F 250,000.00 ZZ
180 249,211.25 1
1481 BELLA VISTA AVE 7.000 2,247.08 45
6.750 2,247.08 560,000.00
CORAL GABLES FL 33156 2 01/26/99 00
0431210319 05 03/01/99 0
00 O 02/01/14
0
1876653 G65/G01 F 70,000.00 ZZ
180 70,000.00 1
43 BRENTWOOD DRIVE 6.875 624.30 49
6.625 624.30 143,000.00
BAYVILLE NJ 08721 2 02/18/99 00
0431233113 05 04/01/99 0
0000 O 03/01/14
0
1876677 356/G01 F 336,000.00 ZZ
180 334,939.93 1
46528 CHAPARRAL DRIVE 7.000 3,020.07 39
6.750 3,020.07 875,000.00
1
FREMONT CA 94539 2 01/14/99 00
0431206994 05 03/01/99 0
2739647 O 02/01/14
0
1876726 168/168 F 250,000.00 ZZ
180 248,383.33 1
3 ROCKHILL ROAD 6.750 2,212.27 33
6.500 2,212.27 780,000.00
ARMONK NY 10504 5 12/18/98 00
0189427655 05 02/01/99 0
0189427655 O 01/01/14
0
1876740 E45/E45 F 260,000.00 ZZ
180 258,287.25 1
291 NORTH CHEROKEE ROAD 6.750 2,300.76 80
6.500 2,300.76 325,000.00
SOCIAL CIRCLE GA 30025 1 12/17/98 00
45794 05 02/01/99 0
45794 O 01/01/14
0
1876747 638/G01 F 92,000.00 ZZ
180 91,700.17 1
142 SIERRA STREET 6.625 807.75 80
6.375 807.75 115,000.00
WOODLAND CA 95695 2 01/21/99 00
0431210947 05 03/01/99 0
08830615 O 02/01/14
0
1876748 F96/G01 F 376,000.00 ZZ
180 376,000.00 1
155 LAFAYETTE AVENUE 6.625 3,301.26 80
6.375 3,301.26 470,000.00
CHATHAM TWP & B NJ 07928 2 02/01/99 00
0431211770 05 04/01/99 0
984329 O 03/01/14
0
1876809 664/G01 F 127,500.00 ZZ
180 127,093.35 1
2748 LAKERIDGE LANE 6.875 1,137.12 29
6.625 1,137.12 441,000.00
WESTLAKE VILLAG CA 91361 2 01/14/99 00
0431212653 05 03/01/99 0
2963221 O 02/01/14
0
1
1876847 638/G01 F 315,000.00 ZZ
180 313,995.35 1
504 HANBURY LANE 6.875 2,809.34 47
6.625 2,809.34 680,000.00
FOSTER CITY CA 94404 2 01/25/99 00
0431210889 03 03/01/99 0
8818743 O 02/01/14
0
1876849 638/G01 F 490,000.00 ZZ
180 488,420.19 1
110 LAURELWOOD DRIVE 6.750 4,336.06 58
6.500 4,336.06 850,000.00
DANVILLE CA 94506 2 01/22/99 00
0431210871 05 03/01/99 0
8844207 O 02/01/14
0
1876851 638/G01 F 252,000.00 ZZ
180 251,196.28 1
6 NORRIS DRIVE 6.875 2,247.47 47
6.625 2,247.47 540,000.00
BURR RIDGE IL 60521 2 01/20/99 00
0431210996 05 03/01/99 0
8836737 O 02/01/14
0
1876868 E82/G01 F 258,800.00 ZZ
180 257,974.59 1
8013 RIDGE WAY 6.875 2,308.12 67
6.625 2,308.12 390,000.00
ORLANDO FL 32817 2 01/21/99 00
0400172128 05 03/01/99 0
1629001 O 02/01/14
0
1876936 757/G01 F 375,000.00 ZZ
180 375,000.00 1
4113 BYRNES BLVD 6.750 3,318.41 78
6.500 3,318.41 485,000.00
FLORENCE SC 29506 2 01/29/99 00
0431211564 05 04/01/99 0
3899903 O 03/01/14
0
1876954 356/G01 F 330,000.00 ZZ
180 328,947.51 1
1
1509 BERGERAC DRIVE 6.875 2,943.12 64
6.625 2,943.12 520,000.00
SAN JOSE CA 95118 2 01/19/99 00
0431212174 05 03/01/99 0
2687465 O 02/01/14
0
1876957 975/G01 F 324,000.00 ZZ
180 322,966.64 1
3045 HOPETON ROAD 6.875 2,889.61 79
6.625 2,889.61 411,000.00
LA CRESCENTA AR CA 91214 2 01/22/99 00
0431220540 05 03/01/99 0
990120 O 02/01/14
0
1876961 975/G01 F 278,000.00 ZZ
180 277,103.70 1
4521 LOMA VISTA DRIVE 6.750 2,460.05 67
6.500 2,460.05 420,000.00
LA CANADA FLINT CA 91011 2 01/22/99 00
0431220557 05 03/01/99 0
991011 O 02/01/14
0
1876966 J55/G01 F 440,000.00 ZZ
180 440,000.00 1
14620 S.W. 63RD COURT 6.875 3,924.16 80
6.625 3,924.16 550,000.00
MIAMI FL 33131 1 02/04/99 00
0431208321 05 04/01/99 0
23000725 O 03/01/14
0
1876968 975/G01 F 148,000.00 ZZ
180 147,522.83 1
10952 DANBERRY DRIVE 6.750 1,309.67 79
6.500 1,309.67 189,000.00
GARDEN GROVE CA 92840 2 01/22/99 00
0431220623 05 03/01/99 0
983865 O 02/01/14
0
1876971 K08/G01 F 135,000.00 ZZ
180 134,574.08 1
2149 CRYSTAL DRIVE 7.000 1,213.42 75
6.750 1,213.42 180,000.00
ROCHESTER MI 48309 1 01/28/99 00
0411262900 01 03/01/99 0
1
411262900 O 02/01/14
0
1876982 975/G01 F 325,000.00 ZZ
180 323,940.79 1
325 SOUTH ARDEN BOULEVARD 6.625 2,853.48 60
6.375 2,853.48 550,000.00
LOS ANGELES CA 90020 2 01/22/99 00
0431217686 05 03/01/99 0
990113 O 02/01/14
0
1876989 K08/G01 F 380,000.00 ZZ
180 378,788.03 1
115 DIAMOND HILL 6.875 3,389.05 80
6.625 3,389.05 475,000.00
HORSESHOE BAY TX 78657 2 01/25/99 00
0411256688 03 03/01/99 0
411256688 O 02/01/14
0
1877008 E82/G01 F 293,000.00 ZZ
180 293,000.00 1
2873 WEST 234TH STREET 6.500 2,552.34 65
6.250 2,552.34 457,500.00
TORRANCE CA 90505 2 02/04/99 00
0400177804 05 04/01/99 0
1488384 O 03/01/14
0
1877146 480/G01 F 272,000.00 ZZ
180 271,160.34 1
8152 ALDERMAN ROAD 7.250 2,482.99 80
7.000 2,482.99 340,000.00
MELROSE FL 32666 1 01/20/99 00
0431219674 05 03/01/99 0
2491801 O 02/01/14
0
1877156 E45/E45 F 244,000.00 ZZ
180 243,204.78 1
1006 GREENWAY DRIVE 6.625 2,142.30 80
6.375 2,142.30 305,000.00
DOUGLAS GA 31533 1 01/05/99 00
46871 05 03/01/99 0
46871 O 02/01/14
0
1
1877160 562/G01 F 105,000.00 ZZ
180 105,000.00 1
66 DALE ROAD 6.875 936.45 47
6.625 936.45 225,000.00
RINGWOOD NJ 07456 5 02/05/99 00
0431211739 05 04/01/99 0
589507 O 03/01/14
0
1877182 369/G01 F 263,750.00 ZZ
180 262,899.64 1
790 WILDRIDGE COURT 6.750 2,333.95 64
6.500 2,333.95 415,000.00
MAHTOMEDI MN 55115 5 01/14/99 00
0431211432 05 03/01/99 0
0062099379 O 02/01/14
0
1877194 E45/G01 F 480,000.00 ZZ
180 476,896.15 1
12 SWEETFERN RETREAT 6.750 4,247.57 80
6.500 4,247.57 600,000.00
SAVANNAH GA 31411 2 12/23/98 00
0431212034 03 02/01/99 0
46935 O 01/01/14
0
1877264 313/G01 F 290,000.00 ZZ
180 289,065.01 1
43 BURROWS ROAD 6.750 2,566.24 58
6.500 2,566.24 500,000.00
MADISON WI 53704 2 01/25/99 00
0431225606 05 03/01/99 0
6742837 O 02/01/14
0
1877269 168/168 F 276,000.00 ZZ
180 275,110.15 1
46 HILDRETH ROAD 6.750 2,442.35 40
6.500 2,442.35 690,000.00
BRIDGEHAMPTON NY 11932 5 01/26/99 00
0249312425 05 03/01/99 0
0249312425 O 02/01/14
0
1877274 195/G01 F 540,000.00 ZZ
180 540,000.00 1
144 NORTH VAN NESS AVENUE 6.875 4,816.02 68
6.625 4,816.02 800,000.00
1
LOS ANGELES CA 90004 2 01/29/99 00
0431218098 05 04/01/99 0
60878 O 03/01/14
0
1877281 225/225 F 154,500.00 ZZ
180 154,012.56 1
1039 SOUTH ARMSTRONG CIRCLE 7.000 1,388.69 42
6.750 1,388.69 375,000.00
ANAHEIM CA 92807 2 01/12/99 00
7105856 03 03/01/99 0
7105856 O 02/01/14
0
1877351 K08/G01 F 61,500.00 ZZ
180 61,303.85 1
6110 ALDEN STREET 6.875 548.49 75
6.625 548.49 82,000.00
HOUSTON TX 77084 5 01/28/99 00
0411242407 03 03/01/99 0
411242407 O 02/01/14
0
1877404 356/G01 F 260,000.00 ZZ
180 259,170.75 1
3294 VERMONT PLACE 6.875 2,318.83 62
6.625 2,318.83 420,000.00
PLEASANTON CA 94588 2 12/21/98 00
0431212109 05 03/01/99 0
2655348 O 02/01/14
0
1877407 356/G01 F 249,000.00 ZZ
180 248,205.84 1
42809 LUZON DRIVE 6.875 2,220.72 50
6.625 2,220.72 502,000.00
FREMONT CA 94539 2 01/21/99 00
0431212117 05 03/01/99 0
2748341 O 02/01/14
0
1877408 356/G01 F 252,521.00 ZZ
180 251,715.61 1
509 SUMMERTREE DRIVE 6.875 2,252.12 65
6.625 2,252.12 390,000.00
LIVERMORE CA 94550 2 01/20/99 00
0431212133 05 03/01/99 0
2711646 O 02/01/14
0
1
1877437 964/G01 F 340,000.00 ZZ
180 338,891.90 1
646 BAYLOR STREET 6.625 2,985.18 56
6.375 2,985.18 618,000.00
PACIFIC PALISAD CA 90272 2 01/26/99 00
0431210467 05 03/01/99 0
49183 O 02/01/14
0
1877508 K08/G01 F 341,000.00 ZZ
180 339,912.43 1
8313 BELFORD AVENUE 6.875 3,041.22 75
6.625 3,041.22 460,000.00
LOS ANGELES CA 90045 2 01/28/99 00
0411257496 05 03/01/99 0
411257496 O 02/01/14
0
1877522 E82/G01 F 342,000.00 ZZ
180 342,000.00 1
703 BEECHWOOD DRIVE 7.000 3,073.99 77
6.750 3,073.99 449,000.00
WASHINGTON TOWN NJ 07675 2 02/04/99 00
0400176996 05 04/01/99 0
0400176996 O 03/01/14
0
1877579 E82/G01 F 260,000.00 ZZ
180 260,000.00 1
12551 PLUM LANE 6.875 2,318.82 75
6.625 2,318.82 350,000.00
WILTON CA 95693 2 02/05/99 00
0400180113 05 04/01/99 0
1520594 O 03/01/14
0
1877648 144/144 F 141,000.00 ZZ
180 140,550.30 1
18 SOUTH HIGHLAND ROAD 6.875 1,257.51 65
6.625 1,257.51 218,000.00
PUTNAM VALLEY NY 10579 2 01/29/99 00
160636662 05 03/01/99 0
160636662 O 02/01/14
0
1877651 638/G01 F 310,000.00 ZZ
180 308,978.74 1
1
1351 CRESTVIEW DRIVE 6.500 2,700.43 46
6.250 2,700.43 680,000.00
SAN CARLOS CA 94070 2 01/25/99 00
0431212125 05 03/01/99 0
08839665 O 02/01/14
0
1877673 638/G01 F 110,500.00 ZZ
180 110,155.15 1
237 LOCUST STREET 7.125 1,000.94 60
6.875 1,000.94 187,000.00
WATSONVILLE CA 95076 2 01/14/99 00
0431211879 05 03/01/99 0
08844907 O 02/01/14
0
1877699 638/G01 F 90,000.00 ZZ
180 89,709.83 1
438 EAST GLADSTONE STREET 6.750 796.42 53
6.500 796.42 171,000.00
SAN DIMAS CA 91773 2 01/20/99 00
0431212166 05 03/01/99 0
08844816 O 02/01/14
0
1877707 E26/G01 F 307,000.00 ZZ
180 306,010.20 1
157 NORTH WORTHY DRIVE 6.750 2,716.68 75
6.500 2,716.68 410,000.00
GLENDORA CA 91741 2 01/21/99 00
0431214451 05 03/01/99 0
34802270 O 02/01/14
0
1877808 B26/G01 F 166,000.00 ZZ
180 166,000.00 1
133-02 123 STREET 7.250 1,515.35 80
7.000 1,515.35 210,000.00
SOUTH OZONE PAR NY 11420 5 02/25/99 00
0431238641 05 04/01/99 0
3311013948R O 03/01/14
0
1877825 638/G01 F 340,000.00 ZZ
180 338,915.62 1
1987 MONROE STREET 6.875 3,032.30 80
6.625 3,032.30 425,000.00
RIVERSIDE CA 92504 5 01/25/99 00
0431212661 05 03/01/99 0
1
08845242 O 02/01/14
0
1877830 638/G01 F 163,000.00 ZZ
180 162,474.48 1
6732 FLORENCE PLACE 6.750 1,442.40 74
6.500 1,442.40 222,000.00
RANCHO CUCAMONG CA 91701 2 01/21/99 00
0431211838 05 03/01/99 0
08835324 O 02/01/14
0
1877832 638/G01 F 286,000.00 ZZ
180 285,107.45 1
4973 STONERIDGE COURT 7.125 2,590.68 79
6.875 2,590.68 365,000.00
OAKLAND CA 94605 2 01/22/99 00
0431212026 05 03/01/99 0
08840160 O 02/01/14
0
1877873 E82/G01 F 123,000.00 ZZ
180 123,000.00 1
290 NORTH PEAK DRIVE 6.750 1,088.44 53
6.500 1,088.44 235,000.00
ALPHARETTA GA 30022 2 02/05/99 00
0400177424 03 04/01/99 0
0400177424 O 03/01/14
0
1877881 E82/G01 F 90,000.00 ZZ
180 90,000.00 1
7448 CHASE CIRCLE 7.000 808.95 62
6.750 808.95 146,500.00
ARVADA CO 80003 2 02/04/99 00
0400181996 05 04/01/99 0
1567101 O 03/01/14
0
1877954 K08/G01 F 69,600.00 ZZ
180 69,375.60 1
11081 NW 7TH ST #102 6.750 615.90 80
6.500 615.90 87,000.00
MIAMI FL 33172 2 01/21/99 00
0411221468 01 03/01/99 0
411221468 O 02/01/14
0
1
1878020 356/G01 F 300,000.00 ZZ
180 299,043.18 1
1638 VIA FORTUNA 6.875 2,675.57 67
6.625 2,675.57 452,000.00
SAN JOSE CA 95120 2 01/15/99 00
0431212075 03 03/01/99 0
2709764 O 02/01/14
0
1878025 638/G01 F 355,000.00 ZZ
120 352,934.83 1
6 FLINTLOCK LANE 6.875 4,099.02 73
6.625 4,099.02 490,000.00
FALMOUTH ME 04105 2 01/05/99 00
0431214527 05 03/01/99 0
08836957 O 02/01/09
0
1878042 356/G01 F 325,000.00 ZZ
180 323,974.63 1
1066 WOODBINE WAY 7.000 2,921.20 69
6.750 2,921.20 475,000.00
SAN JOSE CA 95117 5 01/20/99 00
0431225390 05 03/01/99 0
2741981 O 02/01/14
0
1878043 356/G01 F 267,000.00 ZZ
180 266,148.43 1
1490 MAJORCA DRIVE 6.875 2,381.26 62
6.625 2,381.26 436,000.00
MORGAN HILL CA 95037 2 01/19/99 00
0431212083 03 03/01/99 0
2742385 O 02/01/14
0
1878063 638/G01 F 153,300.00 ZZ
180 152,816.35 1
11 SESSIONS DRIVE 7.000 1,377.90 32
6.750 1,377.90 490,000.00
BEXLEY OH 43209 2 01/27/99 00
0431213701 05 03/01/99 0
08845182 O 02/01/14
0
1878074 638/G01 F 317,000.00 ZZ
120 315,155.90 1
1426 BELLA VISTA DRIVE 6.875 3,660.25 74
6.625 3,660.25 430,000.00
1
LA HABRA HEIGHT CA 90631 5 01/12/99 00
0431214477 05 03/01/99 0
08834327 O 02/01/09
0
1878078 638/G01 F 174,000.00 ZZ
180 173,426.77 1
8401 AIRMONT COURT 6.500 1,515.73 75
6.250 1,515.73 235,000.00
LAS VEGAS NV 89128 2 01/25/99 00
0431214493 03 03/01/99 0
08848300 O 02/01/14
0
1878079 638/G01 F 649,900.00 ZZ
180 647,804.66 1
369 EAST TWELTH AVENUE 6.750 5,751.03 79
6.500 5,751.03 830,000.00
SALT LAKE CITY UT 84103 2 01/25/99 00
0431214865 05 03/01/99 0
08844997 O 02/01/14
0
1878103 356/G01 F 254,000.00 ZZ
180 253,189.89 1
828 HEIDI COURT 6.875 2,265.32 68
6.625 2,265.32 375,000.00
LIVERMORE CA 94550 2 01/19/99 00
0431233220 05 03/01/99 0
2738029 O 02/01/14
0
1878118 550/550 F 600,000.00 ZZ
180 600,000.00 1
211 BEACH ROAD 7.100 5,426.57 69
6.850 5,426.57 875,000.00
BELVEDERE CA 94920 2 01/28/99 00
120272162 05 04/01/99 0
120272162 O 03/01/14
0
1878121 731/G01 F 155,000.00 ZZ
180 154,510.99 1
501 NORTH ALMOND DRIVE 7.000 1,393.18 61
6.750 1,393.18 257,500.00
SIMPSONVILLE SC 29681 2 01/29/99 00
0431216399 05 03/01/99 0
3172269932 O 02/01/14
0
1
1878125 E23/G01 F 227,000.00 ZZ
180 227,000.00 1
2909 19TH STREET 6.750 2,008.74 75
6.500 2,008.74 305,000.00
SIGNAL HILL CA 90804 2 02/01/99 00
0431213677 05 04/01/99 0
50505876 O 03/01/14
0
1878131 356/G01 F 244,600.00 ZZ
180 244,600.00 1
32413 MONTEREY DR 6.875 2,181.48 59
6.625 2,181.48 420,000.00
UNION CITY CA 94587 2 01/20/99 00
0431213974 05 04/01/99 0
2719847 O 03/01/14
0
1878162 964/G01 F 315,000.00 ZZ
180 315,000.00 1
16 BOLINAS AVENUE 6.875 2,809.34 58
6.625 2,809.34 550,000.00
SAN ANSELMO CA 94960 5 01/28/99 00
0431215136 05 04/01/99 0
47177 O 03/01/14
0
1878361 K08/G01 F 326,000.00 ZZ
180 324,960.26 1
13213 MAPLE CREST DRIVE 6.875 2,907.45 75
6.625 2,907.45 436,000.00
POTOMAC MD 20854 2 01/25/99 00
0411250939 03 03/01/99 0
411250939 O 02/01/14
0
1878400 K08/G01 F 300,000.00 ZZ
180 299,043.19 1
7904 DEEPWELL DRIVE 6.875 2,675.56 55
6.625 2,675.56 550,000.00
BETHSEDA MD 20817 2 01/27/99 00
0411252778 05 03/01/99 0
411252778 O 02/01/14
0
1878429 K08/G01 F 77,000.00 ZZ
180 76,757.07 1
1
20012 SNUG HARBOR DRIVE 7.000 692.10 42
6.750 692.10 185,000.00
FRISCO TX 75034 5 01/27/99 00
0411244395 05 03/01/99 0
411244395 O 02/01/14
0
1878486 356/G01 F 298,000.00 ZZ
180 297,049.56 1
43272 COIT AVENUE 6.875 2,657.73 79
6.625 2,657.73 380,000.00
FREMONT CA 94539 2 01/21/99 00
0431216027 05 03/01/99 0
27422161 O 02/01/14
0
1878598 825/825 F 300,000.00 ZZ
180 300,000.00 1
0202 MEADWOOD DRIVE 6.625 2,633.98 25
6.375 2,633.98 1,200,000.00
ASPEN CO 81611 2 02/04/99 00
UNKNOWN 03 04/01/99 0
UNKNOWN O 03/01/14
0
1878640 387/G01 F 350,000.00 ZZ
180 348,883.72 1
2701 FAIRBROOK DRIVE 6.875 3,121.49 49
6.625 3,121.49 725,000.00
MOUNTAIN VIEW CA 94040 5 01/22/99 00
0431217645 05 03/01/99 0
0001544683 O 02/01/14
0
1878796 E82/G01 F 369,000.00 ZZ
180 369,000.00 1
3181 FALCON DRIVE 6.250 3,163.89 62
6.000 3,163.89 600,000.00
CARLSBAD CA 92008 5 02/08/99 00
0400171419 05 04/01/99 0
0400171419 O 03/01/14
0
1878818 E82/G01 F 276,400.00 ZZ
180 276,400.00 1
1299 HIDDEN SPRINGS AVENUE 6.750 2,445.89 44
6.500 2,445.89 640,000.00
OAK PARK CA 91301 2 02/08/99 00
0400177762 05 04/01/99 0
1
0400177762 O 03/01/14
0
1878834 E26/G01 F 280,000.00 ZZ
180 279,106.97 1
817 HURLBUT AVENUE 6.875 2,497.20 69
6.625 2,497.20 410,000.00
SEBASTOPOL CA 95472 2 01/28/99 00
0431218924 05 03/01/99 0
34900145 O 02/01/14
0
1878863 K08/G01 F 750,000.00 ZZ
180 750,000.00 1
120 LYNN WAY 6.875 6,688.91 49
6.625 6,688.91 1,550,000.00
WOODSIDE CA 94062 5 02/02/99 00
0411271760 05 04/01/99 0
411271760 O 03/01/14
0
1878972 B23/G01 F 147,000.00 ZZ
180 147,000.00 1
12211 FERRARI LANE 7.000 1,321.28 75
6.750 1,321.28 197,000.00
GARDEN GROVE CA 92841 2 02/05/99 00
0431216118 05 04/01/99 0
88003346 O 03/01/14
0
1879062 638/G01 F 72,000.00 ZZ
180 71,770.36 1
7244 NORTH HAMILTON #2A 6.875 642.14 80
6.625 642.14 90,000.00
CHICAGO IL 60645 1 01/29/99 00
0431214543 01 03/01/99 0
08844290 O 02/01/14
0
1879220 956/G01 F 279,000.00 ZZ
180 278,129.29 1
710 COLUMBIA DRIVE 7.125 2,527.27 35
6.875 2,527.27 810,000.00
SAN MATEO CA 94402 2 01/27/99 00
0431214550 05 03/01/99 0
109010090 O 02/01/14
0
1
1879227 956/G01 F 405,000.00 ZZ
180 403,708.30 1
356 SOUTH ALMONT DRIVE 6.875 3,612.01 64
6.625 3,612.01 635,000.00
BEVERLY HILLS CA 90211 2 01/27/99 00
0431214576 05 03/01/99 0
508120513 O 02/01/14
0
1879236 956/G01 F 266,000.00 ZZ
180 265,151.63 1
711 EAST PEAK VIEW CIRCLE 6.875 2,372.33 66
6.625 2,372.33 408,000.00
DRAPER UT 84020 2 01/18/99 00
0431215490 05 03/01/99 0
708120242 O 02/01/14
0
1879343 638/G01 F 265,000.00 ZZ
180 264,154.82 1
1181 SOMERA ROAD 6.875 2,363.41 27
6.625 2,363.41 1,000,000.00
LOS ANGELES CA 90077 2 01/15/99 00
0431217090 05 03/01/99 0
08845348 O 02/01/14
0
1879347 638/G01 F 92,000.00 ZZ
120 91,464.80 1
92-94 COLD SPRING CIR 6.875 1,062.28 70
6.625 1,062.28 132,000.00
NAUGATUCK CT 06770 5 01/21/99 00
0431217025 05 03/01/99 0
08846975 O 02/01/09
0
1880294 E82/G01 F 264,000.00 ZZ
180 264,000.00 1
10 WYCOFF PLACE 6.375 2,281.62 80
6.125 2,281.62 330,000.00
FRANKLIN NJ 08873 2 02/08/99 00
0400172144 05 04/01/99 0
0400172144 O 03/01/14
0
1880307 E82/G01 F 259,250.00 ZZ
180 259,250.00 1
59 WILSON STREET 6.875 2,312.13 75
6.625 2,312.13 347,500.00
1
STATEN ISLAND NY 10304 2 02/08/99 00
0400170049 05 04/01/99 0
0400170049 O 03/01/14
0
1880319 356/G01 F 285,000.00 ZZ
180 285,000.00 1
102 RAY COURT 7.000 2,561.67 52
6.750 2,561.67 556,500.00
FREMONT CA 94536 2 01/22/99 00
0431220045 05 04/01/99 0
2720001 O 03/01/14
0
1880321 356/G01 F 276,000.00 ZZ
180 276,000.00 1
2159 CEYNOWA LANE 6.875 2,461.52 66
6.625 2,461.52 420,000.00
SAN JOSE CA 95121 5 01/22/99 00
0431219658 05 04/01/99 0
2709947 O 03/01/14
0
1880359 956/G01 F 320,000.00 ZZ
180 320,000.00 1
5028 PORTA ROSSA CIRCLE 6.750 2,831.71 72
6.500 2,831.71 445,000.00
PLEASANTON CA 94588 2 02/01/99 00
0431220250 03 04/01/99 0
108110664 O 03/01/14
0
1880410 E82/G01 F 220,000.00 ZZ
180 220,000.00 1
56 BARRY LANE 6.875 1,962.08 63
6.625 1,962.08 350,000.00
SYOSSET NY 11791 2 02/17/99 00
0400174074 05 04/01/99 0
1532560 O 03/01/14
0
1880437 E33/G01 F 327,000.00 ZZ
180 327,000.00 1
200 NORWICH COURT 6.625 2,871.04 59
6.375 2,871.04 560,000.00
LAKE BLUFF IL 60044 5 02/05/99 00
0431221068 03 04/01/99 0
275383638 O 03/01/14
0
1
1880656 E38/G01 F 70,000.00 ZZ
180 69,781.55 1
570 SOUTH 1650 EAST 7.125 634.08 59
6.875 634.08 120,000.00
SPANISH FORK UT 84660 5 01/29/99 00
0431219427 05 03/01/99 0
985698 O 02/01/14
0
1880657 L49/G01 F 315,000.00 ZZ
180 315,000.00 1
2864 BROOKSIDE DRIVE 6.625 2,765.68 62
6.375 2,765.68 515,000.00
CHINO HILLS CA 91709 1 02/04/99 00
0431217819 03 04/01/99 0
10001385 O 03/01/14
0
1880787 K08/G01 F 54,150.00 ZZ
180 53,979.15 1
4536 FERNHILL STREET 7.000 486.72 95
6.750 486.72 57,000.00
PHILADELPHIA PA 19144 2 01/28/99 04
0411229636 05 03/01/99 30
411229636 O 02/01/14
0
1880790 K08/G01 F 70,000.00 ZZ
180 69,766.90 1
1790 NE 18TH STREET 6.375 604.98 64
6.125 604.98 110,000.00
FT. LAUDERDALE FL 33305 5 02/01/99 00
0411263114 05 03/01/99 0
411263114 O 02/01/14
0
1880791 K08/G01 F 38,000.00 ZZ
180 37,880.12 1
1600 WOODLAND DRIVE 7.000 341.55 64
UNIT # 8207 6.750 341.55 60,000.00
ROCKLEDGE FL 32955 2 01/26/99 00
0411250327 01 03/01/99 0
411250327 O 02/01/14
0
1880795 069/G01 F 387,500.00 ZZ
180 386,290.68 1
1
2 BLANCHARD 7.125 3,510.10 32
6.875 3,510.10 1,225,000.00
IRVINE CA 92612 2 01/21/99 00
0431221431 03 03/01/99 0
236230372 O 02/01/14
0
1880802 F27/F27 F 204,800.00 ZZ
180 204,146.81 1
17601 TREE LAWN DRIVE 6.875 1,826.52 63
6.625 1,826.52 330,000.00
ASHTON MD 20861 5 01/20/99 00
6060065762 05 03/01/99 0
6060065762 O 02/01/14
0
1880834 K08/G01 F 31,850.00 ZZ
180 31,850.00 1
7442 W 102ND COURT 7.000 286.28 75
6.750 286.28 42,500.00
OVERLAND PARK KS 66212 1 02/08/99 00
0411141419 01 04/01/99 0
411141419 O 03/01/14
0
1880846 356/G01 F 314,200.00 ZZ
180 314,200.00 1
171 OAK ROAD 6.875 2,802.21 37
6.625 2,802.21 850,000.00
ALAMO CA 94507 2 01/25/99 00
0431219575 05 04/01/99 0
2719383 O 03/01/14
0
1880865 420/G01 F 320,000.00 ZZ
180 320,000.00 1
933 RELIEZ STATION ROAD 6.250 2,743.76 66
6.000 2,743.76 485,000.00
LAFAYETTE CA 94549 5 01/26/99 00
0431217363 05 04/01/99 0
0000398545 O 03/01/14
0
1880916 562/562 F 140,000.00 ZZ
180 140,000.00 1
50 HILLWOOD DRIVE 7.125 1,268.17 62
6.875 1,268.17 229,000.00
HUNTINGTON STAT NY 11746 1 02/12/99 00
586594 05 04/01/99 0
1
586594 O 03/01/14
0
1880918 B98/G01 F 290,000.00 ZZ
180 290,000.00 1
2010 CANYON CREST AVENUE 6.750 2,566.24 58
6.500 2,566.24 500,000.00
SAN RAMON CA 94583 2 02/22/99 00
0431234350 03 04/01/99 0
0000 O 03/01/14
0
1880977 976/976 F 368,550.00 ZZ
180 367,387.23 1
13201 SEA GULL DRIVE 7.000 3,312.64 90
6.750 3,312.64 410,000.00
VICTORVILLE CA 92392 2 01/08/99 11
5152469 03 03/01/99 12
5152469 O 02/01/14
0
1880980 976/976 F 300,000.00 ZZ
180 286,777.95 1
360 EAST 72ND STREET #C2300 7.250 2,738.59 66
7.000 2,738.59 455,000.00
NEW YORK NY 10021 2 10/02/98 00
5352959 11 11/01/98 0
5352959 O 10/01/13
0
1880981 976/976 F 316,400.00 ZZ
180 315,390.88 1
4174 SUNSET LANE 6.875 2,821.83 46
6.625 2,821.83 700,000.00
PEBBLE BEACH CA 93953 2 01/22/99 00
5360756 05 03/01/99 0
5360756 O 02/01/14
0
1880983 976/976 F 295,000.00 ZZ
180 292,713.95 1
661 28TH STREET 7.000 2,651.55 57
6.750 2,651.55 525,000.00
SAN FRANCISCO CA 94131 2 12/17/98 00
5416984 05 02/01/99 0
5416984 O 01/01/14
0
1
1880985 976/976 F 74,800.00 ZZ
180 74,305.82 1
31 LYNBROOK ROAD 6.500 651.59 80
6.250 651.59 93,500.00
WILMINGTON DE 19804 2 12/10/98 00
5459355 05 02/01/99 0
5459355 O 01/01/14
0
1880986 976/976 F 528,000.00 ZZ
180 526,222.80 1
36 WATERFORD LAKE 6.250 4,527.20 80
6.000 4,527.20 660,000.00
THE WOODLANDS TX 77381 1 01/27/99 00
5475446 03 03/01/99 0
5475446 O 02/01/14
0
1880987 976/976 F 110,000.00 ZZ
180 109,652.95 1
998 ANGELUS AVENUE 7.000 988.72 75
6.750 988.72 148,000.00
SAN DIEGO CA 92114 2 01/15/99 00
5482035 05 03/01/99 0
5482035 O 02/01/14
0
1880988 976/976 F 570,000.00 ZZ
180 568,201.67 1
71 CREEKSIDE DRIVE 7.000 5,123.33 60
6.750 5,123.33 950,000.00
SAN RAFAEL CA 94903 2 01/22/99 00
5482544 05 03/01/99 0
5482544 O 02/01/14
0
1880989 976/976 F 285,500.00 ZZ
180 284,589.43 1
1591 KLAMATH DRIVE 6.875 2,546.25 42
6.625 2,546.25 680,000.00
SUNNYVALE CA 94087 2 01/27/99 00
5482864 05 03/01/99 0
5482864 O 02/01/14
0
1880990 976/976 F 484,000.00 ZZ
180 479,291.32 1
12836 PARAPET WAY 6.750 4,282.97 80
6.500 4,282.97 606,076.00
1
OAK HILL VA 20171 1 11/25/98 00
5504447 03 01/01/99 0
5504447 O 12/01/13
0
1880991 976/976 F 406,000.00 ZZ
180 404,705.11 1
17933 SPENCER ROAD 6.875 3,620.93 80
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ODESSA FL 33556 2 01/25/99 00
5534015 05 03/01/99 0
5534015 O 02/01/14
0
1880993 976/976 F 270,000.00 ZZ
180 270,000.00 1
1875 SUNSHINE COURT 7.250 2,464.73 72
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THOUSAND OAKS CA 91362 2 02/04/99 00
5537560 05 04/01/99 0
5537560 O 03/01/14
0
1880994 976/976 F 292,500.00 ZZ
180 291,587.16 1
79 POPLAR ROAD 7.125 2,649.56 75
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RIDGEFIELD CT 06877 5 01/13/99 00
5549343 05 03/01/99 0
5549343 O 02/01/14
0
1880996 976/976 F 393,750.00 ZZ
180 391,311.67 1
3421 TILDEN AVENUE 7.250 3,594.40 75
7.000 3,594.40 525,000.00
LOS ANGELES CA 90034 5 12/28/98 00
5562088 05 02/01/99 0
5562088 O 01/01/14
0
1880997 976/976 F 612,500.00 ZZ
180 610,588.50 1
4 EATON WAY 7.125 5,548.22 70
6.875 5,548.22 875,000.00
MILL VALLEY CA 94941 5 01/27/99 00
5562158 05 03/01/99 0
5562158 O 02/01/14
0
1
1880999 976/976 F 500,000.00 ZZ
180 498,422.52 1
1201 SOUTHFIELD COURT 7.000 4,494.15 75
6.750 4,494.15 670,000.00
DAVIS CA 95616 5 01/25/99 00
5590644 03 03/01/99 0
5590644 O 02/01/14
0
1881001 976/976 F 349,000.00 ZZ
180 347,874.79 1
8402 LA SIERRA AVENUE 6.750 3,088.34 79
6.500 3,088.34 447,000.00
WHITTIER CA 90605 2 01/25/99 00
5599654 05 03/01/99 0
5599654 O 02/01/14
0
1881003 976/976 F 525,000.00 ZZ
180 523,288.97 1
23727 FALCONS VIEW DRIVE 6.625 4,609.47 59
6.375 4,609.47 900,000.00
DIAMOND BAR CA 91765 2 01/21/99 00
5606180 03 03/01/99 0
5606180 O 02/01/14
0
1881004 976/976 F 398,000.00 ZZ
180 396,716.81 1
463 CANTERBURY COURT 6.750 3,521.94 71
6.500 3,521.94 565,000.00
UPLAND CA 91784 2 01/11/99 00
5606321 05 03/01/99 0
5606321 O 02/01/14
0
1881005 976/976 F 341,000.00 ZZ
180 339,900.58 1
5064 ZIMMER COVE 6.750 3,017.55 53
6.500 3,017.55 650,000.00
SAN DIEGO CA 92130 2 01/25/99 00
5606630 05 03/01/99 0
5606630 O 02/01/14
0
1881006 976/976 F 300,000.00 ZZ
180 299,053.52 1
1
203 MAGNOLIA CROSSING 7.000 2,696.48 71
6.750 2,696.48 425,000.00
BOSSIER CITY LA 71111 2 01/21/99 00
7965874 05 03/01/99 0
7965874 O 02/01/14
0
1881007 976/976 F 300,000.00 ZZ
180 299,022.26 1
4903 PINYON DRIVE 6.625 2,633.99 36
6.375 2,633.99 842,000.00
LITTLETON CO 80123 1 01/19/99 00
7990764 05 03/01/99 0
7990764 O 02/01/14
0
1881239 387/G01 F 100,000.00 ZZ
180 99,670.56 1
5915 GRAYSON STREET 6.500 871.11 56
6.250 871.11 180,000.00
SPRINGFIELD VA 22150 1 01/21/99 00
0431221209 05 03/01/99 0
1610211 O 02/01/14
0
1881478 K08/G01 F 167,550.00 ZZ
180 167,550.00 1
4032 READING DRIVE 7.125 1,517.72 65
6.875 1,517.72 261,000.00
PLANO TX 75093 5 02/03/99 00
0411253677 03 04/01/99 0
411253677 O 03/01/14
0
1881497 A50/A50 F 550,000.00 ZZ
180 548,226.75 1
4244 CALDWELL MILL ROAD 6.750 4,867.00 46
6.500 4,867.00 1,200,000.00
BIRMINGHAM AL 35243 5 01/25/99 00
117106 05 03/01/99 0
117106 O 02/01/14
0
1881522 E82/G01 F 201,000.00 ZZ
180 201,000.00 1
5603 OBISPO AVENUE 6.375 1,737.14 78
6.125 1,737.14 258,000.00
LAKEWOOD CA 90712 2 02/12/99 00
0400177770 05 04/01/99 0
1
0400177770 O 03/01/14
0
1881594 638/G01 F 343,000.00 ZZ
180 343,000.00 1
7 BERGAMO 6.500 2,987.90 70
6.250 2,987.90 495,000.00
IRVINE CA 92614 2 02/04/99 00
0431221779 03 04/01/99 0
8783075 O 03/01/14
0
1881604 356/G01 F 298,400.00 ZZ
180 298,400.00 1
1101 WHITE CLIFF DRIVE 6.875 2,661.30 54
6.625 2,661.30 560,000.00
SAN JOSE CA 95129 2 01/25/99 00
0431220706 05 04/01/99 0
2704468 O 03/01/14
0
1881611 B57/G01 F 510,000.00 ZZ
180 510,000.00 1
11041 BAILE AVENUE 6.750 4,513.04 60
6.500 4,513.04 850,000.00
LOS ANGELES CA 91311 2 02/01/99 00
0431224286 05 04/01/99 0
9814662 O 03/01/14
0
1881617 E82/G01 F 700,000.00 ZZ
180 700,000.00 1
31 OVERLEIGH ROAD 6.500 6,097.75 70
6.250 6,097.75 1,000,000.00
BERNARDSVILLE NJ 07924 2 02/11/99 00
0400177275 05 04/01/99 0
0400177275 O 03/01/14
0
1881619 E33/G01 F 262,500.00 ZZ
180 262,500.00 1
105 E LAUREL AVE #101 6.625 2,304.74 75
6.375 2,304.74 350,000.00
LAKE FOREST IL 60045 5 02/11/99 00
0431223742 01 04/01/99 0
469665603 O 03/01/14
0
1
1881640 638/G01 F 140,000.00 ZZ
180 139,533.80 1
8493 BIGGS ROAD 6.375 1,209.95 80
6.125 1,209.95 175,000.00
PRINCETON TX 75407 2 02/01/99 00
0431223064 03 03/01/99 0
08840455 O 02/01/14
0
1881646 638/G01 F 153,000.00 ZZ
180 153,000.00 1
195 HALE STREET 6.375 1,322.30 52
6.125 1,322.30 295,000.00
SAN FRANCISCO CA 94134 2 02/01/99 00
0431222454 05 04/01/99 0
08836274 O 03/01/14
0
1881649 638/G01 F 125,000.00 ZZ
180 125,000.00 1
41 MONTE VISTA 6.875 1,114.82 40
6.625 1,114.82 316,000.00
LAGUNA HILLS CA 92653 2 02/01/99 00
0431222462 03 04/01/99 0
08847314 O 03/01/14
0
1881654 638/G01 F 619,000.00 ZZ
180 619,000.00 1
2891 HILLSIDE DRIVE 6.625 5,434.78 46
6.375 5,434.78 1,350,000.00
BURLINGAME CA 94010 2 01/28/99 00
0431222652 05 04/01/99 0
08843868 O 03/01/14
0
1881684 387/G01 F 300,000.00 ZZ
180 299,043.19 1
134 CAMARILLO AVENUE 6.875 2,675.56 69
6.625 2,675.56 440,000.00
OXNARD CA 93035 2 01/06/99 00
0431221050 05 03/01/99 0
0001624691 O 02/01/14
0
1881739 367/367 F 420,000.00 ZZ
180 420,000.00 1
3223 MACOMB STREET NW 6.875 3,745.79 57
6.625 3,745.79 740,000.00
1
WASHINGTON DC 20008 2 02/08/99 00
99139753 05 04/01/99 0
99139753 O 03/01/14
0
1881740 195/G01 F 500,000.00 ZZ
180 500,000.00 1
13664 RONNIE WAY 6.750 4,424.55 48
6.500 4,424.55 1,050,000.00
SARATOGA CA 95070 5 02/03/99 00
0431225119 05 04/01/99 0
61418 O 03/01/14
0
1881796 757/G01 F 365,000.00 ZZ
180 365,000.00 1
4 BROADVIEW TERRACE 7.000 3,280.73 46
6.750 3,280.73 800,000.00
GILFORD NH 03246 5 02/04/99 00
0431223916 05 04/01/99 0
8286726 O 03/01/14
0
1881817 168/168 F 300,000.00 ZZ
120 294,590.44 1
1548 GREAT FALLS STREET 6.375 3,387.39 52
6.125 3,387.39 580,000.00
MCLEAN VA 22101 2 11/17/98 00
0239983467 05 01/01/99 0
0239983467 O 12/01/08
0
1881830 822/G01 F 307,000.00 ZZ
180 307,000.00 1
330 ST. DAVIDS ROAD ST. 7.000 2,759.41 64
6.750 2,759.41 485,000.00
DAVIDS PA 19087 5 02/01/99 00
0431221548 05 04/01/99 0
1206019870 O 03/01/14
0
1881864 K08/G01 F 89,950.00 T
180 89,669.28 1
9155 CHERRY LANE 7.125 814.80 70
6.875 814.80 128,500.00
BLAIRSVILLE GA 30512 2 02/04/99 00
0411244221 05 03/01/99 0
411244221 O 02/01/14
0
1
1881890 K08/G01 F 134,500.00 ZZ
180 134,500.00 1
12419 VRAIN CIRCLE 6.875 1,199.54 70
6.625 1,199.54 194,000.00
BROOMFIELD CO 80020 2 02/03/99 00
0431226430 05 04/01/99 0
411263759 O 03/01/14
0
1881962 470/G01 F 650,000.00 ZZ
180 650,000.00 1
10TH AVENUE 1 NORTHWEST OF CAM 6.625 5,706.96 65
6.375 5,706.96 1,000,000.00
CARMEL CA 93921 1 02/01/99 00
0431222132 05 04/01/99 0
45000426 O 03/01/14
0
1882008 026/G01 F 265,000.00 ZZ
180 265,000.00 1
475 SEMINOLE AVE. 6.500 2,308.44 61
6.250 2,308.44 440,000.00
ATLANTA GA 30307 5 02/24/99 00
0431233576 05 04/01/99 0
0200020161 O 03/01/14
0
1882174 195/G01 F 350,000.00 ZZ
180 350,000.00 1
852 11TH ST 6.875 3,121.50 40
6.625 3,121.50 880,000.00
MANHATTAN BEACH CA 90266 2 02/10/99 00
0431226943 05 04/01/99 0
31210 O 03/01/14
0
1882180 E23/G01 F 276,900.00 ZZ
180 276,900.00 1
4993 RUETTE DE MER 6.750 2,450.31 52
6.500 2,450.31 540,000.00
SAN DIEGO CA 92130 2 02/01/99 00
0431224815 05 04/01/99 0
10507174 O 03/01/14
0
1882193 E85/G01 F 524,000.00 ZZ
180 524,000.00 1
1
20 BRIDGEGATE DRIVE 6.750 4,636.93 64
6.500 4,636.93 830,000.00
SAN RAFAEL CA 94903 2 02/01/99 00
0431231323 05 04/01/99 0
9604614 O 03/01/14
0
1882200 588/G01 F 327,000.00 ZZ
180 325,934.27 1
6205 33RD STREET NW 6.625 2,871.04 78
6.375 2,871.04 420,000.00
WASHINGTON DC 20015 2 01/28/99 00
0431226851 05 03/01/99 0
981207004 O 02/01/14
0
1882247 638/G01 F 237,000.00 ZZ
180 237,000.00 1
6 WILDFLOWER LANE 6.875 2,113.69 71
6.625 2,113.69 335,000.00
TRUMBULL CT 06611 2 02/04/99 00
0431224690 05 04/01/99 0
08819977 O 03/01/14
0
1882292 964/G01 F 359,000.00 ZZ
180 357,817.30 1
413 MANZANITA AVENUE 6.500 3,127.28 68
6.250 3,127.28 530,000.00
CORTE MADERA CA 94925 2 02/01/99 00
0431222769 05 03/01/99 0
48494 O 02/01/14
0
1882332 356/G01 F 370,000.00 ZZ
180 370,000.00 1
135 KOOTENAI DR 6.875 3,299.87 48
6.625 3,299.87 775,000.00
FREMONT CA 94539 2 01/29/99 00
0431225556 03 04/01/99 0
2739506 O 03/01/14
0
1882337 975/G01 F 610,000.00 ZZ
180 610,000.00 1
2805 VIA NEVE 6.625 5,355.76 70
6.375 5,355.76 880,000.00
PALOS VERDES ES CA 90274 2 02/10/99 00
0431242981 05 04/01/99 0
1
983623 O 03/01/14
0
1882390 168/168 F 385,000.00 ZZ
180 385,000.00 1
95 MEADE LOOP 6.750 3,406.90 66
6.500 3,406.90 585,000.00
STATEN ISLAND NY 10309 1 02/04/99 00
0249333147 05 04/01/99 0
0249333147 O 03/01/14
0
1882397 168/168 F 350,000.00 ZZ
180 350,000.00 1
61 STARLING COURT 6.125 2,977.19 57
5.875 2,977.19 622,500.00
EAST HILLS NY 11576 1 02/05/99 00
0249337932 05 04/01/99 0
0249337932 O 03/01/14
0
1882399 D03/G01 F 310,000.00 ZZ
180 310,000.00 1
21592 REGNART ROAD 6.875 2,764.75 38
6.625 2,764.75 835,000.00
CUPERTINO CA 95014 5 02/03/99 00
0431225713 05 04/01/99 0
981814 O 03/01/14
0
1882589 638/G01 F 284,800.00 ZZ
180 283,901.47 1
65 CARDINAL LANE 7.000 2,559.86 80
6.750 2,559.86 356,000.00
EAST GREENWICH RI 02818 2 02/01/99 00
0431225127 05 03/01/99 0
08844236 O 02/01/14
0
1882596 638/G01 F 312,000.00 ZZ
180 311,004.91 1
224 HIGH STREET 6.875 2,782.59 80
6.625 2,782.59 390,000.00
WEST BARNSTABLE MA 02866 1 01/22/99 00
0431225077 05 03/01/99 0
08838361 O 02/01/14
0
1
1882680 E82/G01 F 124,000.00 ZZ
180 124,000.00 1
393 COBAIN ROAD 6.750 1,097.29 64
6.500 1,097.29 194,000.00
JACKSON NJ 08527 1 02/22/99 00
0400179131 05 04/01/99 0
0400179131 O 03/01/14
0
1882699 E82/G01 F 518,700.00 ZZ
180 513,309.68 1
3245 EDGEWATER DRIVE 6.625 4,554.15 65
6.375 4,554.15 800,000.00
TAHOE CITY CA 96145 2 12/24/98 00
0400168670 05 02/01/99 0
0400168670 O 01/01/14
0
1882754 E82/G01 F 242,000.00 ZZ
180 242,000.00 1
375 BELLAIRE STREET 6.875 2,158.29 53
6.625 2,158.29 460,000.00
DEL MAR CA 92014 2 02/17/99 00
0400178786 05 04/01/99 0
0400178786 O 03/01/14
0
1882758 356/G01 F 372,000.00 ZZ
180 372,000.00 1
224 MUSCAT COURT 6.875 3,317.70 38
6.625 3,317.70 1,000,000.00
FREMONT CA 94539 2 01/29/99 00
0431225549 05 04/01/99 0
2737765 O 03/01/14
0
1882889 367/367 F 304,000.00 ZZ
180 304,000.00 1
11607 HITCHING POST LANE 6.875 2,711.24 79
6.625 2,711.24 386,000.00
ROCKVILLE MD 20852 2 02/12/99 00
98121509 05 04/01/99 0
98121509 O 03/01/14
0
1882896 367/367 F 326,800.00 ZZ
180 326,800.00 1
2916 NEW MEXICO AVENUE NW 6.875 2,914.58 80
6.625 2,914.58 408,500.00
1
WASHINGTON DC 20016 1 02/12/99 00
99252774 05 04/01/99 0
99252774 O 03/01/14
0
1882910 638/G01 F 180,000.00 ZZ
180 180,000.00 1
10226 JANACA CIRCLE 6.625 1,580.39 57
6.375 1,580.39 320,000.00
FOUNTAIN VALLEY CA 92708 2 02/01/99 00
0431226463 05 04/01/99 0
08844971 O 03/01/14
0
1882924 638/G01 F 264,000.00 ZZ
180 263,167.09 1
1018 SOUTH HANLON WAY 7.000 2,372.91 80
6.750 2,372.91 330,000.00
ANAHEIM CA 92808 5 01/28/99 00
0431228121 03 03/01/99 0
08844669 O 02/01/14
0
1882960 313/G01 F 600,000.00 ZZ
180 598,001.99 1
2023 RIVERMEADE WAY 6.375 5,185.51 75
6.125 5,185.51 803,000.00
ATLANTA GA 30327 1 01/29/99 00
0431225309 03 03/01/99 0
6725071 O 02/01/14
0
1883004 550/550 F 978,000.00 ZZ
180 978,000.00 1
61 UPPER TOYON DRIVE 6.450 8,492.57 58
6.200 8,492.57 1,700,000.00
KENTFIELD CA 94904 2 01/28/99 00
120285239 05 04/01/99 0
120285239 O 03/01/14
0
1883006 638/G01 F 173,700.00 ZZ
180 173,700.00 1
45484 VIA JACA 7.000 1,561.26 58
6.750 1,561.26 300,000.00
TEMECULA CA 92592 2 01/29/99 00
0431227461 03 04/01/99 0
08843269 O 03/01/14
0
1
1883014 638/G01 F 400,000.00 ZZ
180 400,000.00 1
19 ROTARY LANE 7.125 3,623.32 64
6.875 3,623.32 625,000.00
SUMMIT NJ 07901 5 02/08/99 00
0431228071 05 04/01/99 0
08845094 O 03/01/14
0
1883017 664/G01 F 325,450.00 ZZ
180 324,389.32 1
145 WEST END ROAD 6.625 2,857.44 70
6.375 2,857.44 465,000.00
ROSELLE IL 60172 2 01/27/99 00
0431224609 05 03/01/99 0
2977254 O 02/01/14
0
1883018 638/G01 F 106,500.00 ZZ
180 106,500.00 1
1315 PROVIDENCE WAY 6.750 942.43 74
6.500 942.43 144,000.00
ROSEVILLE CA 95747 2 02/05/99 00
0431227891 05 04/01/99 0
08800363 O 03/01/14
0
1883158 E82/G01 F 262,000.00 ZZ
180 262,000.00 1
7350 HAMBLETON 6.875 2,336.66 29
DRIVE 6.625 2,336.66 917,386.00
ST. MICHAELS MD 21663 2 02/18/99 00
0400182978 05 04/01/99 0
1497487 O 03/01/14
0
1883218 964/G01 F 360,600.00 ZZ
180 360,600.00 1
9452 BREWER WAY 6.625 3,166.05 66
6.375 3,166.05 550,000.00
VILLA PARK CA 92861 2 02/10/99 00
0431226489 05 04/01/99 0
51175 O 03/01/14
0
1883243 K08/G01 F 63,800.00 ZZ
180 63,800.00 1
1
1207 SOUTH JOHN AVENUE 7.125 577.92 76
6.875 577.92 84,000.00
SPRINGFIELD MO 65804 2 02/05/99 00
0411279334 05 04/01/99 0
411279334 O 03/01/14
0
1883288 944/G01 F 310,000.00 ZZ
180 310,000.00 1
930 OAKDELL PLACE 6.750 2,743.22 61
6.500 2,743.22 515,000.00
SAN JOSE CA 95117 2 02/12/99 00
0431227123 05 04/01/99 0
990100197 O 03/01/14
0
1883324 K08/G01 F 56,000.00 ZZ
180 56,000.00 1
12314 MEADOWDALE DRIVE 7.250 511.20 75
7.000 511.20 75,000.00
STAFFORD TX 77477 5 02/05/99 00
0411245285 03 04/01/99 0
411245285 O 03/01/14
0
1883353 K08/G01 F 305,500.00 ZZ
120 305,500.00 1
5682 SILVER POND 7.000 3,547.11 65
6.750 3,547.11 470,000.00
WEST BLOOMFIELD MI 48322 2 02/09/99 00
0411222607 05 04/01/99 0
411222607 O 03/01/09
0
1883362 638/G01 F 143,920.00 ZZ
180 143,920.00 1
2700 COBRE VALLE LANE 7.000 1,293.59 80
6.750 1,293.59 179,900.00
PLANO TX 75023 1 02/10/99 00
0431228535 05 04/01/99 0
08846786 O 03/01/14
0
1883374 E82/G01 F 400,000.00 ZZ
180 400,000.00 1
1101 LOS ALTOS AVENUE 6.625 3,511.98 50
6.375 3,511.98 800,000.00
LOS ALTOS CA 94022 2 02/12/99 00
0400184867 05 04/01/99 0
1
0400184867 O 03/01/14
0
1883381 E82/G01 F 482,000.00 ZZ
180 482,000.00 1
1514 PACLAND PLACE 6.625 4,231.93 38
6.375 4,231.93 1,270,000.00
CHESTERFIELD MO 63005 2 02/19/99 00
0431224492 03 04/01/99 0
1678651 O 03/01/14
0
1883396 638/G01 F 300,000.00 ZZ
180 300,000.00 1
3223 PADDINGTON LANE 6.625 2,633.98 45
6.375 2,633.98 675,000.00
BOCA RATON FL 33496 2 02/04/99 00
0431228402 05 04/01/99 0
08851931 O 03/01/14
0
1883469 638/G01 F 92,000.00 ZZ
180 91,706.57 1
5324 WEST CULLOM 6.875 820.51 54
6.625 820.51 173,000.00
CHICAGO IL 60641 2 01/29/99 00
0431229442 05 03/01/99 0
08851668 O 02/01/14
0
1883473 638/G01 F 350,000.00 ZZ
180 350,000.00 1
251 DANTLEY WAY 6.500 3,048.88 64
6.250 3,048.88 550,000.00
WALNUT CREEK CA 94598 5 02/03/99 00
0431228238 05 04/01/99 0
08848868 O 03/01/14
0
1883484 956/G01 F 283,000.00 ZZ
180 282,087.59 1
1675 NORTHSHORE COURT 6.750 2,504.29 66
6.500 2,504.29 430,000.00
PARK CITY UT 84098 2 01/21/99 00
0431226315 05 03/01/99 0
708120028 O 02/01/14
0
1
1883499 638/G01 F 300,000.00 ZZ
180 300,000.00 1
740 COASTLAND DRIVE 6.875 2,675.56 52
6.625 2,675.56 585,000.00
PALO ALTO CA 94303 2 02/04/99 00
0431228592 05 04/01/99 0
08828994 O 03/01/14
0
1883722 069/G01 F 254,000.00 ZZ
180 254,000.00 1
26411 AMBIA 7.125 2,300.82 61
6.875 2,300.82 419,000.00
MISSION VIEJO CA 92692 2 01/28/99 00
0431234244 03 04/01/99 0
236233003 O 03/01/14
0
1883852 638/G01 F 266,500.00 ZZ
180 266,500.00 1
13719 ROGERS ROAD 6.375 2,303.23 66
6.125 2,303.23 405,000.00
LAKE OSWEGO OR 97035 2 02/11/99 00
0431230036 03 04/01/99 0
08847939 O 03/01/14
0
1883896 638/G01 F 176,000.00 ZZ
180 176,000.00 1
18 LADDS WAY 6.750 1,557.44 47
6.500 1,557.44 380,000.00
SCITUATE MA 02066 2 02/11/99 00
0431231141 01 04/01/99 0
8848051 O 03/01/14
0
1883904 638/G01 F 248,000.00 ZZ
180 248,000.00 1
3034 MOUNTAIN VIEW AVENUE 6.750 2,194.58 60
6.500 2,194.58 420,000.00
LOS ANGELES CA 90066 2 02/01/99 00
0431231083 05 04/01/99 0
8833565 O 03/01/14
0
1883910 638/G01 F 122,500.00 ZZ
180 122,500.00 1
5 BINNACLE LANE 6.625 1,075.54 35
6.375 1,075.54 360,000.00
1
FOSTER CITY CA 94404 2 02/10/99 00
0431231091 09 04/01/99 0
8834974 O 03/01/14
0
1883919 691/691 F 303,000.00 ZZ
180 303,000.00 1
46 ROLLING HILL DRIVE 7.000 2,723.45 64
6.750 2,723.45 480,000.00
MORRISTOWN NJ 07960 5 02/15/99 00
70869520 05 04/01/99 0
70869520 O 03/01/14
0
1883964 E82/G01 F 224,000.00 ZZ
180 224,000.00 1
10 PARKER STREET 6.750 1,982.20 69
6.500 1,982.20 325,000.00
NEWBURY MA 01951 2 02/22/99 00
0400162541 05 04/01/99 0
1669733 O 03/01/14
0
1884024 G56/G01 F 300,000.00 ZZ
180 299,022.27 1
7440 STONEYKIRK CLOSE 6.625 2,633.98 75
6.375 2,633.98 402,500.00
DUNWOODY GA 30350 5 01/22/99 00
0431232545 05 03/01/99 0
160170829 O 02/01/14
0
1884049 K08/G01 F 185,500.00 ZZ
180 184,921.09 1
9287 SOUTH CANYON WREN COURT 7.125 1,680.32 58
6.875 1,680.32 321,000.00
HIGHLANDS RANCH CO 80126 5 01/22/99 00
0411206634 03 03/01/99 0
411206634 O 02/01/14
0
1884135 638/G01 F 288,200.00 ZZ
180 288,200.00 1
12511 SEURAT LANE 6.875 2,570.32 74
6.625 2,570.32 390,000.00
NORTH POTOMAC MD 20878 2 02/09/99 00
0431233998 05 04/01/99 0
08804108 O 03/01/14
0
1
1884139 638/G01 F 168,000.00 ZZ
180 168,000.00 1
11343 MONTE VISTA DRIVE 6.750 1,486.65 77
6.500 1,486.65 220,000.00
WHITTIER CA 90601 2 02/05/99 00
0431234285 05 04/01/99 0
08836198 O 03/01/14
0
1884151 638/G01 F 55,500.00 ZZ
180 55,500.00 1
4502 MARLBOROUGH DRIVE 7.000 498.85 75
6.750 498.85 74,000.00
HOUSTON TX 77092 1 02/12/99 00
0431234160 05 04/01/99 0
08855267 O 03/01/14
0
1884225 387/G01 F 430,000.00 ZZ
180 428,658.06 1
13436 CARILLO LANE 7.125 3,895.07 34
6.875 3,895.07 1,300,000.00
LOS ALTOS CA 94022 2 01/20/99 00
0431232461 05 03/01/99 0
0001581081 O 02/01/14
0
1884237 K68/G01 F 398,000.00 ZZ
180 398,000.00 1
1930 PETIT BOIS 7.000 3,577.34 72
6.750 3,577.34 560,000.00
JACKSON MS 39211 5 02/16/99 00
0431232198 05 04/01/99 0
36301 O 03/01/14
0
1884238 105/G01 F 365,000.00 ZZ
180 365,000.00 1
1401 FREDDY GONZALEZ DRIVE 6.750 3,229.92 53
6.500 3,229.92 700,000.00
MCALLEN TX 78504 4 02/08/99 00
0431231596 05 04/01/99 0
0826792 O 03/01/14
0
1884240 026/G01 F 304,000.00 ZZ
180 304,000.00 1
1
4004 HERMITAGE RD. 6.500 2,648.17 80
6.250 2,648.17 380,000.00
RICHMOND VA 23227 2 02/19/99 00
0431230887 05 04/01/99 0
0200065904 O 03/01/14
0
1884257 638/G01 F 478,900.00 ZZ
180 478,900.00 1
2994 MOUNTAIN VIEW DR E 6.500 4,171.73 64
6.250 4,171.73 750,000.00
PORT ORCHARD WA 98366 2 02/12/99 00
0431231984 05 04/01/99 0
08852209 O 03/01/14
0
1884299 808/G01 F 259,500.00 ZZ
180 258,607.69 1
19807 MOON SHADOW CIRCLE 6.000 2,189.81 56
5.750 2,189.81 465,000.00
WALNUT CA 91789 2 01/28/99 00
0431234459 05 03/01/99 0
9308792 O 02/01/14
0
1884309 808/G01 F 315,000.00 ZZ
180 313,995.34 1
7321 BELTIS DRIVE 6.875 2,809.35 59
6.625 2,809.35 540,000.00
MODESTO CA 95356 5 01/13/99 00
0431234467 05 03/01/99 0
9412253 O 02/01/14
0
1884314 808/G01 F 508,000.00 ZZ
180 506,308.35 1
4357 NOGALES DRIVE 6.375 4,390.40 66
TARZANA AREA 6.125 4,390.40 778,000.00
LOS ANGELES CA 91356 2 01/22/99 00
0431234475 05 03/01/99 0
9500027 O 02/01/14
0
1884491 076/076 F 433,000.00 ZZ
180 430,077.53 1
9 WATERFRONT ESTA 6.250 3,712.65 46
6.000 3,712.65 950,000.00
LANCASTER PA 17602 5 12/24/98 00
93897 05 02/01/99 0
1
93897 O 01/01/14
0
1884492 076/076 F 240,000.00 ZZ
180 239,217.81 1
357 WEST LN 6.625 2,107.19 67
6.375 2,107.19 360,000.00
RIDGEFIELD CT 06877 2 01/15/99 00
191541 05 03/01/99 0
191541 O 02/01/14
0
1884493 076/076 F 309,500.00 ZZ
180 307,520.12 1
1547 WELLESLEY AVE 6.875 2,760.29 59
6.625 2,760.29 525,000.00
LOS ANGELES CA 90025 2 01/06/99 00
553442 05 02/01/99 0
553442 O 01/01/14
0
1884494 076/076 F 345,000.00 ZZ
180 342,769.12 1
8004 MELODY LN 6.750 3,052.94 75
6.500 3,052.94 460,000.00
BALTIMORE MD 21208 5 12/30/98 00
648988 01 02/01/99 0
648988 O 01/01/14
0
1884495 076/076 F 306,500.00 ZZ
180 304,518.06 1
2604 FALLSTON RD 6.750 2,712.25 77
6.500 2,712.25 400,000.00
FALLSTON MD 21047 2 01/08/99 00
649257 05 02/01/99 0
649257 O 01/01/14
0
1884496 076/076 F 637,500.00 ZZ
180 635,444.64 1
12305 MICHEALSFORD RD 6.750 5,641.30 75
6.500 5,641.30 850,000.00
COCKEYSVILLE MD 21030 5 01/04/99 00
649946 05 03/01/99 0
649946 O 02/01/14
0
1
1884497 076/076 F 250,000.00 ZZ
180 249,193.98 1
1491 CRYSTAL HILLS D 6.750 2,212.27 80
6.500 2,212.27 315,000.00
ATHENS GA 30606 2 01/21/99 00
1074401 05 03/01/99 0
1074401 O 02/01/14
0
1884498 076/076 F 452,000.00 ZZ
180 449,139.60 1
1215 COUNTRY CLUB DR 7.000 4,062.71 79
6.750 4,062.71 575,000.00
MIDLAND TX 79701 1 12/03/98 00
1074737 05 02/01/99 0
1074737 O 01/01/14
0
1884499 076/076 F 300,000.00 ZZ
180 298,039.14 1
3300 ROBIN LN 6.625 2,633.98 75
6.375 2,633.98 400,000.00
WICHITA FALLS TX 76308 1 12/29/98 00
1083634 05 02/01/99 0
1083634 O 01/01/14
0
1884501 076/076 F 325,000.00 ZZ
180 322,943.30 1
1075 NORTH AVE 7.000 2,921.19 72
6.750 2,921.19 455,000.00
DEERFIELD IL 60015 5 01/04/99 00
1086317 05 02/01/99 0
1086317 O 01/01/14
0
1884502 076/076 F 250,000.00 ZZ
180 248,451.85 1
12129 MACKINAC RD 7.250 2,282.16 54
7.000 2,282.16 470,000.00
LOCKPORT IL 60441 5 12/22/98 00
1314219 05 02/01/99 0
1314219 O 01/01/14
0
1884503 076/076 F 466,000.00 ZZ
180 463,051.01 1
20 OLD MARYLAND CH 7.000 4,188.54 68
6.750 4,188.54 690,000.00
1
ATLANTA GA 30327 5 12/18/98 00
1353919 05 02/01/99 0
1353919 O 01/01/14
0
1884504 076/076 F 500,000.00 ZZ
180 493,497.18 1
115 WALPOLE ST 6.750 4,424.55 48
6.500 4,424.55 1,050,000.00
DOVER MA 02090 5 10/15/98 00
1369463 05 12/01/98 0
1369463 O 11/01/13
0
1884505 076/076 F 318,600.00 ZZ
180 317,527.62 1
408 MAIN ST 6.250 2,731.75 63
6.000 2,731.75 510,000.00
NORWELL MA 02061 5 01/06/99 00
1401049 05 03/01/99 0
1401049 O 02/01/14
0
1884506 076/076 F 275,000.00 ZZ
180 272,437.82 1
16 BOND ST 7.250 2,510.38 62
7.000 2,510.38 449,000.00
CAMBRIDGE MA 02138 1 11/30/98 00
1403133 05 01/01/99 0
1403133 O 12/01/13
0
1884507 076/076 F 265,000.00 ZZ
180 263,249.23 1
20 PEARTREE CT 6.500 2,308.44 64
6.250 2,308.44 418,000.00
DANVILLE CA 94526 2 12/31/98 00
2116016 05 02/01/99 0
2116016 O 01/01/14
0
1884508 076/076 F 267,000.00 ZZ
180 265,217.05 1
109 CROSS ST 6.375 2,307.55 61
6.125 2,307.55 440,000.00
BELMONT MA 02478 5 12/07/98 00
4597847 05 02/01/99 0
4597847 O 01/01/14
0
1
1884509 076/076 F 327,000.00 ZZ
180 324,885.50 1
19 ELIZABETH RDG 6.750 2,893.66 57
6.500 2,893.66 580,000.00
CARLISLE MA 01741 2 12/16/98 00
4597910 05 02/01/99 0
4597910 O 01/01/14
0
1884510 076/076 F 259,900.00 ZZ
180 259,062.06 1
4715 ROSE CREEK PKWY 6.750 2,299.88 90
6.500 2,299.88 290,000.00
FARGO ND 58104 1 01/15/99 10
4761693 05 03/01/99 25
4761693 O 02/01/14
0
1884511 076/076 F 299,850.00 ZZ
180 298,883.25 1
22565 SHAKER BLVD 6.750 2,653.41 48
6.500 2,653.41 630,000.00
SHAKER HEIGHTS OH 44122 2 01/11/99 00
5946914 05 03/01/99 0
5946914 O 02/01/14
0
1884512 076/076 F 361,300.00 ZZ
180 355,946.84 1
1741 SWEETBRIAR DR 6.750 3,197.18 54
6.500 3,197.18 670,000.00
SAN JOSE CA 95125 2 12/22/98 00
5948007 05 02/01/99 0
5948007 O 01/01/14
0
1884513 076/076 F 419,500.00 ZZ
180 418,176.50 1
4773 FERNRIDGE LN 7.000 3,770.58 72
6.750 3,770.58 585,000.00
MERCER ISLAND WA 98040 2 01/19/99 00
6171549 05 03/01/99 0
6171549 O 02/01/14
0
1884514 076/076 F 450,000.00 ZZ
180 447,090.14 1
1
1011 N BUNDY DR 6.750 3,982.10 57
6.500 3,982.10 800,000.00
LOS ANGELES CA 90049 2 01/06/99 00
7267094 05 02/01/99 0
7267094 O 01/01/14
0
1884515 076/076 F 400,000.00 T
180 396,025.26 1
19 GROUSE HOLW RD 6.500 3,484.43 75
6.250 3,484.43 540,000.00
MEREDITH NH 03253 1 11/20/98 00
7283712 03 01/01/99 0
7283712 O 12/01/13
0
1884516 076/076 F 265,200.00 ZZ
180 263,410.07 1
621 SCUDDER AVE 6.250 2,273.89 67
6.000 2,273.89 400,000.00
HYANNIS PORT MA 02647 5 12/16/98 00
7284039 05 02/01/99 0
7284039 O 01/01/14
0
1884517 076/076 F 251,250.00 ZZ
180 249,554.22 1
20 LADDS WAY 6.250 2,154.28 75
6.000 2,154.28 335,000.00
SCITUATE MA 02066 5 12/21/98 00
7284203 01 02/01/99 0
7284203 O 01/01/14
0
1884518 076/076 F 295,000.00 ZZ
180 294,028.15 1
101 SAGAMORE ST 6.500 2,569.77 58
6.250 2,569.77 515,000.00
SOUTH HAMILTON MA 01982 2 01/19/99 00
7284680 05 03/01/99 0
7284680 O 02/01/14
0
1884519 076/076 F 253,800.00 ZZ
180 252,945.73 1
27 SOUTHWOO DR 6.250 2,176.14 74
6.000 2,176.14 344,000.00
LUDLOW MA 01056 2 01/13/99 10
7284779 05 03/01/99 12
1
7284779 O 02/01/14
0
1884520 076/076 F 300,000.00 ZZ
180 298,080.88 1
829 N 21ST ST 6.875 2,675.57 69
6.625 2,675.57 439,500.00
LAFAYETTE IN 47904 5 12/14/98 00
7300336 05 02/01/99 0
7300336 O 01/01/14
0
1884521 076/076 F 645,000.00 ZZ
180 640,918.23 1
12607 GREEN ST 7.000 5,797.45 75
6.750 5,797.45 860,000.00
MARIBEL WI 54227 2 12/29/98 00
7311332 05 02/01/99 0
7311332 O 01/01/14
0
1884522 076/076 F 258,750.00 ZZ
180 257,058.76 1
2108 ABBEYWOOD 6.625 2,271.81 75
6.375 2,271.81 345,000.00
OKLAHOMA CITY OK 73170 2 12/23/98 00
7312490 05 02/01/99 0
7312490 O 01/01/14
0
1884523 076/076 F 362,000.00 ZZ
180 359,659.17 1
18717 WOLF CREEK DR 6.750 3,203.38 64
6.500 3,203.38 568,000.00
EDMOND OK 73003 2 12/23/98 00
7315107 03 02/01/99 0
7315107 O 01/01/14
0
1884524 076/076 F 293,000.00 ZZ
180 291,105.36 1
651 SWAILES RD 6.750 2,592.79 54
6.500 2,592.79 550,000.00
TROY OH 45373 2 12/23/98 00
7319677 05 02/01/99 0
7319677 O 01/01/14
0
1
1884525 076/076 F 570,000.00 T
180 564,631.66 1
9511 E CELESTIAL DR 7.125 5,163.24 75
6.875 5,163.24 770,000.00
SCOTTSDALE AZ 85262 1 12/01/98 00
7321154 03 01/01/99 0
7321154 O 12/01/13
0
1884527 076/076 F 310,400.00 ZZ
180 308,435.68 1
5337 PRINCE RD 7.000 2,789.97 80
6.750 2,789.97 388,000.00
BLOOMINGTON IN 47401 2 12/08/98 00
7324147 05 02/01/99 0
7324147 O 01/01/14
0
1884528 076/076 F 285,000.00 ZZ
180 283,196.41 1
1774 KYLEMORE CT 7.000 2,561.67 68
6.750 2,561.67 420,000.00
CENTERVILLE OH 45459 2 01/04/99 00
7324190 05 02/01/99 0
7324190 O 01/01/14
0
1884529 076/076 F 300,000.00 ZZ
180 298,039.12 1
5 DILTON CT 6.625 2,633.99 74
6.375 2,633.99 408,000.00
RICHMOND VA 23233 5 12/29/98 00
7339834 05 02/01/99 0
7339834 O 01/01/14
0
1884530 076/076 F 328,000.00 ZZ
180 323,734.13 1
6 BOWMAN ESTATES 6.750 2,902.51 80
6.500 2,902.51 410,000.00
WICHITA FALLS TX 76308 2 10/13/98 00
7343297 05 12/01/98 0
7343297 O 11/01/13
0
1884531 076/076 F 405,000.00 ZZ
180 402,381.13 1
6232 E MAVERICK RD 6.750 3,583.89 75
6.500 3,583.89 540,000.00
1
PARADISE VALLEY AZ 85253 5 12/29/98 00
7347803 05 02/01/99 0
7347803 O 01/01/14
0
1884532 076/076 F 272,000.00 ZZ
180 270,241.15 1
1475 BRADBURY COURT 6.750 2,406.96 78
6.500 2,406.96 350,000.00
GREEN BAY WI 54313 2 12/18/98 00
7351263 05 02/01/99 0
7351263 O 01/01/14
0
1884533 076/076 F 361,000.00 ZZ
180 357,380.58 1
76 VICTORIAS DR 6.750 3,194.53 63
6.500 3,194.53 576,400.00
BOSSIER CITY LA 71111 2 12/01/98 00
7352226 05 01/01/99 0
7352226 O 12/01/13
0
1884534 076/076 F 433,900.00 ZZ
180 431,154.14 1
1 SQUIRREL HILL RD 7.000 3,900.02 70
6.750 3,900.02 625,000.00
WEST HARTFORD PA 16107 2 12/29/98 00
7355085 05 02/01/99 0
7355085 O 01/01/14
0
1884535 076/076 F 254,000.00 ZZ
180 252,392.60 1
4844 TALL PINES CT 7.000 2,283.03 52
6.750 2,283.03 495,000.00
GRAND RAPIDS MI 49512 2 12/22/98 00
7402146 01 02/01/99 0
7402146 O 01/01/14
0
1884536 076/076 F 280,800.00 ZZ
180 279,003.71 1
3318 RIDGETOP RD 6.875 2,504.33 90
6.625 2,504.33 312,000.00
AMES IA 50014 2 12/21/98 14
7410756 05 02/01/99 25
7410756 O 01/01/14
0
1
1884537 076/076 F 295,000.00 ZZ
180 293,051.03 1
2701 BIRCHWOOD DR 6.500 2,569.77 86
6.250 2,569.77 345,000.00
MONROE LA 71201 2 12/28/98 10
7415755 05 02/01/99 25
7415755 O 01/01/14
0
1884538 076/076 F 252,500.00 ZZ
180 250,867.24 1
25265 FAIRGREEN 6.750 2,234.40 73
6.500 2,234.40 350,000.00
MISSION VIEGO CA 92692 5 12/10/98 00
7815610 03 02/01/99 0
7815610 O 01/01/14
0
1884539 076/076 F 350,000.00 ZZ
180 348,796.50 1
31 CAT RD 6.000 2,953.50 54
5.750 2,953.50 650,000.00
PONTE VEDRA BEA FL 32082 1 01/15/99 00
7892837 05 03/01/99 0
7892837 O 02/01/14
0
1884540 076/076 F 334,000.00 ZZ
120 329,747.40 1
808 N TRAVER TRL 6.750 3,835.13 60
6.500 3,835.13 566,000.00
GLENWOOD SPRING CO 81601 2 12/17/98 00
7987179 05 02/01/99 0
7987179 O 01/01/09
0
1884541 076/076 F 325,000.00 ZZ
180 322,898.44 1
1425 DAVENTRY LN 6.750 2,875.96 79
6.500 2,875.96 413,000.00
POWELL OH 43065 1 12/04/98 00
7987757 05 02/01/99 0
7987757 O 01/01/14
0
1884542 076/076 F 268,800.00 ZZ
180 266,185.43 1
1
167 SPANISH SPUR 6.750 2,378.64 77
6.500 2,378.64 350,000.00
FALLBROOK CA 92028 2 11/30/98 00
7988124 05 01/01/99 0
7988124 O 12/01/13
0
1884543 076/076 F 490,000.00 ZZ
180 486,899.13 1
12600 FAIRWAY 7.000 4,404.26 66
6.750 4,404.26 750,000.00
LEAWOOD KS 66209 2 12/18/98 00
7991828 03 02/01/99 0
7991828 O 01/01/14
0
1884544 076/076 F 400,000.00 ZZ
180 397,385.51 1
3364 DEBORAH DR 6.625 3,511.98 90
6.375 3,511.98 447,000.00
MONROE LA 71201 2 12/23/98 10
7992934 05 02/01/99 25
7992934 O 01/01/14
0
1884545 076/076 F 271,000.00 ZZ
180 269,339.96 1
26552 VIA NOVENO 7.375 2,493.00 80
7.125 2,493.00 339,500.00
MISSION VIEJO CA 92691 2 12/22/98 00
7994034 05 02/01/99 0
7994034 O 01/01/14
0
1884546 076/076 F 340,000.00 ZZ
180 337,705.22 1
38 SPINNAKER WAY 6.250 2,915.24 35
6.000 2,915.24 980,000.00
CORONADO CA 92118 2 12/08/98 00
7996476 03 02/01/99 0
7996476 O 01/01/14
0
1884547 076/076 F 455,000.00 ZZ
180 453,548.83 1
42 WILDWOOD DR 6.875 4,057.94 70
6.625 4,057.94 650,000.00
ROCK ISLAND IL 61201 2 01/13/99 00
8280815 05 03/01/99 0
1
8280815 O 02/01/14
0
1884548 076/076 F 295,600.00 ZZ
180 293,709.02 1
31014 WALDEN DR 3 6.875 2,636.33 80
6.625 2,636.33 370,000.00
WESTLAKE OH 44145 1 12/23/98 00
8355613 01 02/01/99 0
8355613 O 01/01/14
0
1884549 076/076 F 312,500.00 ZZ
180 311,470.50 1
2530 WOODFERN CIR 6.500 2,722.21 63
6.250 2,722.21 499,000.00
BIRMINGHAM AL 35244 2 01/20/99 00
8377618 05 03/01/99 0
8377618 O 02/01/14
0
1884601 E82/G01 F 277,800.00 ZZ
180 277,800.00 1
5986 CRIMSON DRIVE UNIT 1 6.750 2,458.28 65
6.500 2,458.28 430,000.00
SAN JOSE CA 95120 2 02/24/99 00
0400180667 05 04/01/99 0
1673138 O 03/01/14
0
1884631 F44/G01 F 87,400.00 ZZ
180 87,400.00 1
2935 CANYON DRIVE 7.125 791.70 95
6.875 791.70 92,000.00
BILLINGS MT 59102 2 02/20/99 10
0431229863 05 04/01/99 25
207277 O 03/01/14
0
1884644 964/G01 F 295,000.00 ZZ
180 295,000.00 1
3326 LONGRIDGE TERRACE 7.125 2,672.20 50
6.875 2,672.20 590,000.00
SHERMAN OAKS (A CA 91423 2 02/12/99 00
0431234442 05 04/01/99 0
51699 O 03/01/14
0
1
1884664 964/G01 F 469,500.00 ZZ
180 469,500.00 1
4267 ASHTON DRIVE 6.375 4,057.66 24
6.125 4,057.66 2,000,000.00
SACRAMENTO CA 95864 2 02/25/99 00
0431231190 05 04/01/99 0
51784 O 03/01/14
0
1884672 356/G01 F 263,500.00 ZZ
180 263,500.00 1
403 BAYVIEW AVENUE 6.875 2,350.04 56
6.625 2,350.04 475,000.00
MILLBRAE CA 94030 2 02/03/99 00
0431229897 05 04/01/99 0
2672087 O 03/01/14
0
1884678 M76/G01 F 252,000.00 ZZ
180 252,000.00 1
14070 EAST CAMINO CARTAMO 6.750 2,229.97 58
6.500 2,229.97 435,000.00
TUCSON AZ 85715 2 02/04/99 00
0431233360 03 04/01/99 0
982318 O 03/01/14
0
1884717 E66/E66 F 392,600.00 ZZ
180 386,267.11 1
514 STONECROFT COURT 6.875 3,501.42 69
6.625 3,501.42 575,000.00
LENOIR NC 28645 2 10/05/98 00
600438645 05 11/01/98 0
600438645 O 10/01/13
0
1884730 588/G01 F 402,500.00 ZZ
180 402,500.00 1
82 NORTH ROCKLEDGE DRIVE 7.000 3,617.79 70
6.750 3,617.79 577,000.00
TOWNSHIP OF LIV NJ 07039 2 02/05/99 00
0431239185 05 04/01/99 0
981201031 O 03/01/14
0
1884736 943/943 F 475,000.00 ZZ
180 472,026.42 1
1 MORGAN LANE 7.125 4,302.70 73
6.875 4,302.70 656,829.00
1
SOUTH BARRINGTO IL 60110 1 12/04/98 00
7555100689 05 02/01/99 0
7555100689 O 01/01/14
0
1884741 943/943 F 310,000.00 ZZ
180 306,185.61 1
11 PLATO TERRACE 6.375 2,679.18 54
6.125 2,679.18 577,000.00
WINCHESTER MA 01890 2 11/16/98 00
8080000808 05 01/01/99 0
8080000808 O 12/01/13
0
1884742 943/943 F 278,202.36 ZZ
180 274,656.20 1
344 SOUTH PECK DRIVE 7.000 2,500.57 34
6.750 2,500.57 835,000.00
BEVERLY HILLS CA 90212 2 10/19/98 00
8080000903 05 12/01/98 0
8080000903 O 11/01/13
0
1884744 943/943 F 267,000.00 ZZ
180 265,178.61 1
6732 CHURCH STREET 6.125 2,271.17 77
5.875 2,271.17 350,000.00
HIGHLAND CA 92346 2 12/30/98 00
8080000941 05 02/01/99 0
8080000941 O 01/01/14
0
1884745 943/943 F 535,100.00 ZZ
180 529,103.58 1
44037 OWL DRIVE 6.500 4,661.30 64
6.250 4,661.30 840,000.00
FREMONT CA 94539 5 11/20/98 00
8080001141 03 01/01/99 0
8080001141 O 12/01/13
0
1884746 943/943 F 364,000.00 ZZ
180 359,261.65 1
3279 DUKE CIRCLE 7.000 3,271.74 80
6.750 3,271.74 455,000.00
GERMANTOWN TN 38139 1 10/30/98 00
8080001181 05 12/01/98 0
8080001181 O 11/01/13
0
1
1884748 943/943 F 440,000.00 ZZ
180 435,627.73 1
1445 LAKEVIEW DR 6.500 3,832.87 33
6.250 3,832.87 1,350,000.00
HILLSBOROUGH CA 94010 2 11/11/98 00
8080001543 05 01/01/99 0
8080001543 O 12/01/13
0
1884752 943/943 F 388,000.00 ZZ
180 384,144.49 1
27300 NORTH SHELBURNE DRIVE 6.500 3,379.90 76
6.250 3,379.90 515,000.00
VALENCIA AREA CA 91354 2 11/17/98 00
8080002594 03 01/01/99 0
8080002594 O 12/01/13
0
1884754 943/943 F 550,000.00 ZZ
180 544,592.72 1
2169 WEST LIVE OAK DRIVE 6.625 4,828.97 60
6.375 4,828.97 920,000.00
LOS ANGELES CA 90068 5 11/01/98 00
8080002664 05 01/01/99 0
8080002664 O 12/01/13
0
1884756 943/943 F 590,000.00 ZZ
180 582,326.72 1
1614 CAMDEN PARKWAY 6.750 5,220.97 74
6.500 5,220.97 800,000.00
SOUTH PASADENA CA 91030 2 10/23/98 00
8080002706 05 12/01/98 0
8080002706 O 11/01/13
0
1884757 943/943 F 383,000.00 ZZ
180 377,950.73 1
1527 MONTEVAL PLACE 7.000 3,442.51 65
6.750 3,442.51 590,000.00
SAN JOSE CA 95120 2 10/27/98 00
8080002832 05 12/01/98 0
8080002832 O 11/01/13
0
1884758 943/943 F 255,000.00 ZZ
180 251,576.24 1
1
325 SOUTH SWALL DRIVE #502 6.375 2,203.84 73
6.125 2,203.84 350,000.00
LOS ANGELES CA 90048 2 10/22/98 00
8080002871 01 12/01/98 0
8080002871 O 11/01/13
0
1884761 943/943 F 310,000.00 ZZ
180 305,967.64 1
221 GEORGETOWN PLACE 6.750 2,743.22 77
6.500 2,743.22 405,994.00
CHARLESTON WV 25314 1 10/21/98 00
8080002924 05 12/01/98 0
8080002924 O 11/01/13
0
1884763 943/943 F 332,000.00 ZZ
180 328,770.70 1
924 HARRIMAN STREET 6.750 2,937.90 80
6.500 2,937.90 415,000.00
GREAT FALLS VA 22066 1 11/06/98 00
8080003091 05 01/01/99 0
8080003091 O 12/01/13
0
1884764 943/943 F 260,000.00 ZZ
180 258,317.84 1
403 WOODBRIDGE 6.750 2,300.77 77
6.500 2,300.77 338,000.00
CHARLESTON WV 25311 2 12/03/98 00
8080003195 05 02/01/99 0
8080003195 O 01/01/14
0
1884765 943/943 F 275,000.00 ZZ
180 272,267.35 1
12321 CAMINITO ESMERO 6.500 2,395.55 73
6.250 2,395.55 380,000.00
SAN DIEGO CA 92130 5 11/04/98 00
8080003201 03 01/01/99 0
8080003201 O 12/01/13
0
1884767 943/943 F 246,000.00 ZZ
180 244,339.65 1
33700 N FALL LAKE DR 6.250 2,109.27 87
6.000 2,109.27 286,000.00
AVON OH 44011 2 12/16/98 10
8080003251 05 02/01/99 12
1
8080003251 O 01/01/14
0
1884768 943/943 F 310,000.00 ZZ
180 306,984.69 1
20 FAIRVIEW ROAD 6.750 2,743.22 64
6.500 2,743.22 490,000.00
WESTON MA 02193 5 11/19/98 00
8080003314 05 01/01/99 0
8080003314 O 12/01/13
0
1884769 943/943 F 315,900.00 ZZ
180 312,827.30 1
828 COSTA GRANDE DRIVE 6.750 2,795.43 90
6.500 2,795.43 351,000.00
VIRGINIA BEACH VA 23456 2 11/16/98 10
8080003659 05 01/01/99 25
8080003659 O 12/01/13
0
1884771 943/943 F 285,000.00 ZZ
180 282,257.39 1
11 BENT AVENUE 6.875 2,541.79 71
6.625 2,541.79 404,000.00
WAYLAND MA 01778 2 11/10/98 00
8080003703 05 01/01/99 0
8080003703 O 12/01/13
0
1884772 943/943 F 270,000.00 ZZ
180 268,216.20 1
145 LELAND WAY 6.500 2,351.99 64
6.250 2,351.99 425,000.00
TIBURON CA 94920 2 12/09/98 00
8080003926 05 02/01/99 0
8080003926 O 01/01/14
0
1884773 943/943 F 560,000.00 ZZ
180 556,378.84 1
8 EAST ELLIOTT 6.750 4,955.50 56
6.500 4,955.50 1,000,000.00
CHARLESTON SC 29401 5 12/07/98 00
8080004073 05 02/01/99 0
8080004073 O 01/01/14
0
1
1884774 943/943 F 370,000.00 ZZ
180 366,362.38 1
830 ARAMON COURT 6.625 3,248.58 79
6.375 3,248.58 470,000.00
PLEASANTON CA 94566 1 11/09/98 00
8080004553 05 01/01/99 0
8080004553 O 12/01/13
0
1884775 943/943 F 340,000.00 ZZ
180 336,692.86 1
5959 STARWOOD DRIVE 6.750 3,008.70 55
6.500 3,008.70 620,000.00
SAN JOSE CA 95120 2 11/10/98 00
8080004672 05 01/01/99 0
8080004672 O 12/01/13
0
1884776 943/943 F 274,500.00 ZZ
180 271,772.35 1
3912 MONTICELLO DRIVE 6.500 2,391.19 70
6.250 2,391.19 395,000.00
FORT WORTH TX 76107 2 11/13/98 00
8080004683 05 01/01/99 0
8080004683 O 12/01/13
0
1884777 943/943 F 269,000.00 ZZ
180 266,439.08 1
9 STARWOOD CROSSING 7.000 2,417.85 70
6.750 2,417.85 385,000.00
ANDOVER MA 01810 2 11/19/98 00
8080004744 05 01/01/99 0
8080004744 O 12/01/13
0
1884778 943/943 F 310,000.00 ZZ
180 307,080.37 1
4703 THURSTON PLACE 7.125 2,808.08 54
6.875 2,808.08 575,000.00
SAN DIEGO CA 92130 2 11/05/98 00
8080004778 03 01/01/99 0
8080004778 O 12/01/13
0
1884781 943/943 F 344,250.00 ZZ
180 342,047.83 1
1934 EAST OAK SHADOW CIRCLE 6.875 3,070.21 78
6.625 3,070.21 445,000.00
1
MEMPHIS TN 38119 2 12/17/98 00
8080004859 05 02/01/99 0
8080004859 O 01/01/14
0
1884782 943/943 F 320,000.00 ZZ
180 308,452.05 1
630 MARSHALL ROAD SW 7.000 2,876.26 73
6.750 2,876.26 440,000.00
VIENNA VA 22180 2 04/03/98 00
8080004904 05 05/01/98 0
8080004904 O 04/01/13
0
1884784 943/943 F 285,000.00 ZZ
180 279,291.09 1
20154 CORINNE LANE 6.875 2,541.79 80
6.625 2,541.79 360,000.00
ROWLAND HEIGHTS CA 91748 2 08/25/98 00
8080004911 05 10/01/98 0
8080004911 O 09/01/13
0
1884785 943/943 F 380,000.00 ZZ
180 373,870.30 1
29 BARRINGTON HILLS 6.875 3,389.05 79
6.625 3,389.05 485,000.00
PITTSFORD NY 14534 1 09/09/98 00
8080004913 05 11/01/98 0
8080004913 O 10/01/13
0
1884786 943/943 F 397,000.00 ZZ
180 389,447.24 1
7628 GLENN ALBENS CIRCLE 7.125 3,596.15 63
6.875 3,596.15 640,000.00
DALLAS TX 75225 2 08/26/98 00
8080004916 03 10/01/98 0
8080004916 O 09/01/13
0
1884787 943/943 F 383,000.00 ZZ
180 275,717.31 1
2221 CARRIAGE HILLS DRIVE 7.000 3,442.52 46
6.750 3,442.52 850,000.00
BOULDER CO 80302 2 09/15/98 00
8080004918 03 11/01/98 0
8080004918 O 10/01/13
0
1
1884788 943/943 F 479,000.00 ZZ
180 469,799.39 1
200 CREEDON CIRCLE 7.000 4,305.39 66
6.750 4,305.39 729,000.00
ALAMEDA CA 94502 1 08/20/98 00
8080004919 05 10/01/98 0
8080004919 O 09/01/13
0
1884789 943/943 F 250,400.00 ZZ
180 244,712.57 1
2602 JAMES AVENUE 6.875 2,233.20 80
6.625 2,233.20 313,000.00
EDINBURG TX 78539 1 08/05/98 00
8080004920 05 09/01/98 0
8080004920 O 08/01/13
0
1884790 943/943 F 290,000.00 ZZ
180 285,272.13 1
2151 MANZANITA DRIVE 6.750 2,566.24 64
6.500 2,566.24 455,000.00
OAKLAND CA 94611 2 09/08/98 00
8080004921 05 11/01/98 0
8080004921 O 10/01/13
0
1884791 943/943 F 255,000.00 ZZ
180 250,886.66 1
1373 ELKWOOD DRIVE 6.875 2,274.23 70
6.625 2,274.23 365,000.00
MILPITAS CA 95035 2 09/01/98 00
8080004925 05 11/01/98 0
8080004925 O 10/01/13
0
1884793 943/943 F 441,000.00 ZZ
180 430,450.95 1
2500 GREENLEE 7.000 3,963.83 67
6.750 3,963.83 668,000.00
AUSTIN TX 78703 2 08/26/98 00
8080004930 05 10/01/98 0
8080004930 O 09/01/13
0
1884795 943/943 F 276,000.00 ZZ
180 271,547.89 1
1
230 GLASCOW CIRCLE 6.875 2,461.52 64
6.625 2,461.52 435,000.00
DANVILLE CA 94526 2 09/01/98 00
8080004933 03 11/01/98 0
8080004933 O 10/01/13
0
1884796 943/943 F 247,000.00 ZZ
180 242,255.61 1
528 GILES WAY 7.000 2,220.11 67
6.750 2,220.11 370,000.00
SAN JOSE CA 95136 2 08/18/98 00
8080004934 05 10/01/98 0
8080004934 O 09/01/13
0
1884797 943/943 F 250,000.00 ZZ
180 246,009.96 1
93 ALDRIDGE 7.000 2,247.08 49
6.750 2,247.08 520,000.00
WATSONVILLE CA 95076 2 09/01/98 00
8080004935 05 11/01/98 0
8080004935 O 10/01/13
0
1884798 943/943 F 292,500.00 ZZ
180 286,700.70 1
5329 ST ANDREWS 6.625 2,568.13 90
6.375 2,568.13 325,000.00
CORPUS CHRISTI TX 78413 1 08/14/98 11
8080004936 03 10/01/98 25
8080004936 O 09/01/13
0
1884800 943/943 F 546,000.00 ZZ
180 532,952.31 1
245 LANING DRIVE 6.875 4,869.52 52
6.625 4,869.52 1,070,000.00
WOODSIDE CA 94062 2 09/15/98 00
8080004938 05 11/01/98 0
8080004938 O 10/01/13
0
1884801 943/943 F 477,000.00 ZZ
180 467,837.73 1
36 REGENT STREET 7.000 4,287.42 78
6.750 4,287.42 615,000.00
NEWTON MA 02165 2 08/21/98 00
8080004939 05 10/01/98 0
1
8080004939 O 09/01/13
0
1884802 943/943 F 315,100.00 ZZ
180 308,918.13 1
4006 ASHTON VILLA COURT 6.750 2,788.35 64
6.500 2,788.35 500,000.00
SUGAR LAND TX 77479 2 08/21/98 00
8080004941 03 10/01/98 0
8080004941 O 09/01/13
0
1884803 943/943 F 300,000.00 ZZ
180 294,176.24 1
123 PARK RIDGE 6.875 2,675.56 54
6.625 2,675.56 565,000.00
BOERNE TX 78006 2 08/28/98 00
8080004942 05 10/01/98 0
8080004942 O 09/01/13
0
1884805 943/943 F 312,900.00 ZZ
180 306,889.87 1
6211 ISLAND CREST WAY 7.000 2,812.43 69
6.750 2,812.43 460,000.00
MERCER ISLA WA 98040 2 08/25/98 00
8080004949 05 10/01/98 0
8080004949 O 09/01/13
0
1884806 943/943 F 425,000.00 ZZ
180 418,217.01 1
6026 PINEWOOD ROAD 7.000 3,820.03 68
6.750 3,820.03 625,000.00
OAKLAND CA 94611 2 09/03/98 00
8080004951 05 11/01/98 0
8080004951 O 10/01/13
0
1884810 943/943 F 252,000.00 ZZ
180 246,092.93 1
1019 FLINT DRIVE 6.750 2,229.98 86
6.500 2,229.98 295,000.00
HENDERSONVI TN 37075 2 09/30/98 11
8080004955 05 11/01/98 12
8080004955 O 10/01/13
0
1
1884811 943/943 F 467,500.00 ZZ
180 449,329.46 1
91 SUGAR LOAF DRIVE 6.625 4,104.62 34
6.375 4,104.62 1,400,000.00
TIBURON CA 94920 2 09/17/98 00
8080004957 05 11/01/98 0
8080004957 O 10/01/13
0
1884813 943/943 F 440,000.00 ZZ
180 432,826.72 1
41 KELLIE ANN COURT 6.750 3,893.61 62
6.500 3,893.61 715,000.00
ORINDA CA 94563 2 09/23/98 00
8080004959 05 11/01/98 0
8080004959 O 10/01/13
0
1884814 943/943 F 520,000.00 ZZ
180 511,432.27 1
15730 OAK KNOLL DRIVE 6.625 4,565.57 40
6.375 4,565.57 1,300,000.00
LOS GATOS CA 95030 2 09/16/98 00
8080004963 05 11/01/98 0
8080004963 O 10/01/13
0
1884815 943/943 F 266,500.00 ZZ
180 262,207.35 1
1611 WHITE OAK COURT 7.000 2,395.38 76
6.750 2,395.38 355,000.00
PITTSBURGH PA 15237 2 09/25/98 00
8080004965 05 11/01/98 0
8080004965 O 10/01/13
0
1884816 943/943 F 383,000.00 ZZ
180 376,821.87 1
14701 LANCRAFT COURT 6.875 3,415.81 79
6.625 3,415.81 490,000.00
DARNESTOWN MD 20874 2 09/30/98 00
8080004967 05 11/01/98 0
8080004967 O 10/01/13
0
1884817 943/943 F 290,000.00 ZZ
180 284,137.78 1
995 POPLAR COURT 7.250 2,647.31 70
7.000 2,647.31 420,000.00
1
SUNNYVALE CA 94086 5 09/17/98 00
8080004970 05 11/01/98 0
8080004970 O 10/01/13
0
1884818 943/943 F 270,000.00 ZZ
180 267,288.34 1
1248 FREMONT STREET 6.375 2,333.48 74
6.125 2,333.48 365,000.00
SANTA CLARA CA 95050 2 11/05/98 00
8080004987 05 01/01/99 0
8080004987 O 12/01/13
0
1884819 943/943 F 650,000.00 ZZ
180 643,745.02 1
11 CASTLEBAR PLACE 6.875 5,797.05 74
6.625 5,797.05 880,000.00
ALAMEDA CA 94502 2 11/13/98 00
8080005024 03 01/01/99 0
8080005024 O 12/01/13
0
1884820 943/943 F 420,000.00 ZZ
180 417,165.26 1
1695 TRENTS FERRY RD 6.250 3,601.18 70
6.000 3,601.18 600,000.00
LYNCHBURG VA 24503 5 12/23/98 00
8080005067 05 02/01/99 0
8080005067 O 01/01/14
0
1884825 943/943 F 273,000.00 ZZ
180 270,344.57 1
850 LOMA VERDE AVE 6.750 2,415.80 45
6.500 2,415.80 615,000.00
PALO ALTO CA 94303 2 11/17/98 00
8080005980 05 01/01/99 0
8080005980 O 12/01/13
0
1884827 943/943 F 281,200.00 ZZ
180 279,401.14 1
44990 LYNX DRIVE 6.875 2,507.90 75
6.625 2,507.90 375,000.00
FREMONT CA 94539 5 12/02/98 00
8080006038 09 02/01/99 0
8080006038 O 01/01/14
0
1
1884828 943/943 F 286,000.00 ZZ
180 283,198.50 1
1061 SAWMILL ROAD 6.875 2,550.71 71
6.625 2,550.71 405,000.00
INCLINE VILLAGE NV 89451 5 11/16/98 00
8080006046 05 01/01/99 0
8080006046 O 12/01/13
0
1884830 943/943 F 357,000.00 ZZ
180 353,673.86 1
6071 MARLA COURT 7.250 3,258.92 67
7.000 3,258.92 540,000.00
SAN JOSE CA 95124 5 11/18/98 00
8080006206 05 01/01/99 0
8080006206 O 12/01/13
0
1884832 943/943 F 262,700.00 ZZ
180 260,304.92 1
21545 APPALOOSA COURT 7.500 2,435.27 74
7.250 2,435.27 355,000.00
CANYON LAKE CA 92587 5 11/06/98 00
8080006659 03 01/01/99 0
8080006659 O 12/01/13
0
1884834 943/943 F 275,000.00 T
180 272,325.16 1
830 CAMINO DEL ESTE 6.750 2,433.50 64
6.500 2,433.50 435,000.00
SANTA FE NM 87501 1 11/20/98 00
8080007683 01 01/01/99 0
8080007683 O 12/01/13
0
1884837 943/943 F 472,500.00 ZZ
180 467,953.10 1
37 ORA WAY 6.875 4,214.01 70
6.625 4,214.01 675,000.00
SAN FRANCISCO CA 94131 5 11/12/98 00
8080007801 07 01/01/99 0
8080007801 O 12/01/13
0
1884839 943/943 F 500,000.00 ZZ
180 494,728.11 1
1
7912 COLONIAL COURT 7.000 4,494.14 56
6.750 4,494.14 900,000.00
PLEASANTON CA 94588 5 11/17/98 00
8080008208 03 01/01/99 0
8080008208 O 12/01/13
0
1884840 943/943 F 298,200.00 ZZ
180 296,250.90 1
24631 MEADVIEW AVENUE 6.625 2,618.18 65
NEWHALL AREA 6.375 2,618.18 460,000.00
SANTA CLARITA CA 91321 2 12/01/98 00
8080008368 05 02/01/99 0
8080008368 O 01/01/14
0
1884841 943/943 F 580,000.00 ZZ
180 574,596.16 1
7209 HELMSDALE ROAD 7.250 5,294.61 78
7.000 5,294.61 750,000.00
BETHESDA MD 20817 2 11/18/98 00
8080008628 05 01/01/99 0
8080008628 O 12/01/13
0
1884842 943/943 F 530,000.00 ZZ
180 525,115.18 1
2211 CRANE CANYON ROAD 7.375 4,875.60 55
7.125 4,875.60 975,000.00
SANTA ROSA CA 95404 2 11/17/98 00
8080008633 05 01/01/99 0
8080008633 O 12/01/13
0
1884843 943/943 F 525,000.00 ZZ
180 523,288.97 1
14475 SOBEY ROAD 6.625 4,609.47 38
6.375 4,609.47 1,400,000.00
SARATOGA CA 95070 5 01/14/99 00
8080008679 05 03/01/99 0
8080008679 O 02/01/14
0
1884844 943/943 F 650,000.00 ZZ
180 645,841.94 1
5102 HIGHWAY 966 6.875 5,797.05 75
6.625 5,797.05 875,000.00
JACKSON LA 70748 2 12/07/98 00
8080008829 05 02/01/99 0
1
8080008829 O 01/01/14
0
1884845 943/943 F 280,000.00 ZZ
180 277,334.34 1
1560 OYAMA DRIVE 7.000 2,516.72 73
6.750 2,516.72 385,000.00
SAN JOSE CA 95131 5 11/23/98 00
8080008987 05 01/01/99 0
8080008987 O 12/01/13
0
1884846 943/943 F 300,000.00 ZZ
180 297,081.96 1
44042 GEDDY COURT 6.750 2,654.73 48
6.500 2,654.73 635,000.00
FREMONT CA 94539 2 11/02/98 00
8080009015 03 01/01/99 0
8080009015 O 12/01/13
0
1884847 943/943 F 279,000.00 ZZ
180 276,197.92 1
5683 COLODNY DRIVE 6.375 2,411.26 57
6.125 2,411.26 495,000.00
AGOURA HILLS CA 91301 2 11/03/98 00
8080009089 05 01/01/99 0
8080009089 O 12/01/13
0
1884848 943/943 F 294,000.00 ZZ
180 290,899.49 1
1391 DE FALCO WAY 6.500 2,561.06 62
6.250 2,561.06 478,000.00
SAN JOSE CA 95131 2 11/09/98 00
8080009096 05 01/01/99 0
8080009096 O 12/01/13
0
1884849 943/943 F 396,000.00 ZZ
180 392,037.08 1
3411 COLVILLE PLACE 6.625 3,476.86 70
6.375 3,476.86 570,000.00
ENCINO CA 91436 2 11/23/98 00
8080009170 05 01/01/99 0
8080009170 O 12/01/13
0
1
1884850 943/943 F 409,500.00 ZZ
180 406,991.57 1
833 HIBISCUS COURT 7.375 3,767.09 78
7.125 3,767.09 525,000.00
NEWPORT BEACH CA 92625 2 12/07/98 00
8080009239 09 02/01/99 0
8080009239 O 01/01/14
0
1884851 943/943 F 300,000.00 ZZ
180 296,316.55 1
12843 WRIGHTWICK DRIVE 6.625 2,633.99 54
6.375 2,633.99 560,000.00
CERRITOS CA 90703 5 11/23/98 00
8080009244 03 01/01/99 0
8080009244 O 12/01/13
0
1884852 943/943 F 282,750.00 ZZ
180 280,979.94 1
1941 BEACH PARK BOULEVARD 7.125 2,561.24 65
6.875 2,561.24 435,000.00
FOSTER CITY CA 94404 5 12/14/98 00
8080009276 05 02/01/99 0
8080009276 O 01/01/14
0
1884854 943/943 F 273,700.00 ZZ
180 267,894.80 1
14652 SADDLEBROOKE LANE 6.500 2,384.22 75
6.250 2,384.22 365,000.00
LOCKPORT IL 60411 5 10/16/98 00
8080009476 05 12/01/98 0
8080009476 O 11/01/13
0
1884855 943/943 F 257,850.00 ZZ
120 254,800.16 1
238 15TH ST NE UNIT 14 6.625 2,944.27 70
6.375 2,944.27 370,000.00
ATLANTA GA 30309 5 12/21/98 00
8080009653 01 02/01/99 0
8080009653 O 01/01/09
0
1884858 943/943 F 515,000.00 ZZ
180 511,669.84 1
10210 CIELO DRIVE 6.750 4,557.29 66
6.500 4,557.29 785,000.00
1
LOS ANGELES CA 90210 2 12/16/98 00
8080009679 05 02/01/99 0
8080009679 O 01/01/14
0
1884859 943/943 F 277,900.00 ZZ
180 276,083.58 1
ROUTE 3 BOX 454B EAST DRIVE 6.625 2,439.95 70
6.375 2,439.95 397,000.00
SAVANNAH GA 31406 5 11/30/98 00
8080009733 05 02/01/99 0
8080009733 O 01/01/14
0
1884860 943/943 F 250,000.00 ZZ
180 248,312.66 1
6 GRIZZLY BEAR CIRCLE 6.250 2,143.56 73
6.000 2,143.56 343,000.00
WESTFORD MA 01886 2 12/23/98 00
8080009747 05 02/01/99 0
8080009747 O 01/01/14
0
1884861 943/943 F 357,000.00 ZZ
180 354,691.52 1
10550 WELLINGTON BLVD 6.750 3,159.13 75
6.500 3,159.13 476,000.00
POWELL OH 43065 5 12/26/98 00
8080009883 05 02/01/99 0
8080009883 O 01/01/14
0
1884862 943/943 F 300,000.00 ZZ
180 298,018.01 1
2103 SPRING LAKE DRIVE 6.500 2,613.32 75
6.250 2,613.32 400,000.00
MARTINEZ CA 94553 5 12/22/98 00
8080009941 05 02/01/99 0
8080009941 O 01/01/14
0
1884863 943/943 F 327,960.00 ZZ
180 325,650.17 1
21075 STONYBROOK DRIVE 6.500 2,856.88 79
6.250 2,856.88 420,000.00
WALNUT CA 91789 2 12/11/98 00
8080009951 05 02/01/99 0
8080009951 O 01/01/14
0
1
1884868 943/943 F 299,000.00 T
180 297,107.86 1
925 SOMERSET COVE ROAD 7.000 2,687.50 78
6.750 2,687.50 385,000.00
UNION HALL VA 24176 2 12/11/98 00
8080010339 05 02/01/99 0
8080010339 O 01/01/14
0
1884869 943/943 F 420,000.00 ZZ
180 417,313.25 1
11070 MT HAMILTON ROAD 6.875 3,745.79 64
6.625 3,745.79 660,000.00
SAN JOSE CA 95140 5 12/02/98 00
8080010372 05 02/01/99 0
8080010372 O 01/01/14
0
1884871 943/943 F 270,000.00 ZZ
180 268,216.20 1
2136 FOOTHILLS ROAD 6.500 2,351.99 47
6.250 2,351.99 575,000.00
SANTA FE NM 87505 2 12/22/98 00
8080010409 05 02/01/99 0
8080010409 O 01/01/14
0
1884872 943/943 F 311,000.00 ZZ
180 309,074.12 1
751 LEMONWOOD COURT 7.250 2,839.00 71
7.000 2,839.00 439,000.00
SAN JOSE CA 95120 5 12/14/98 00
8080010438 05 02/01/99 0
8080010438 O 01/01/14
0
1884873 943/943 F 266,000.00 ZZ
180 264,261.39 1
17410 SOUTHEAST 186TH WAY 6.625 2,335.47 75
6.375 2,335.47 356,000.00
RENTON WA 98058 5 12/21/98 00
8080010509 03 02/01/99 0
8080010509 O 01/01/14
0
1884875 943/943 F 420,000.00 ZZ
180 418,660.46 1
1
4 NORTH STONE HEDGE DRIVE 6.875 3,745.79 61
TOWNSHIP OF BERNARDS 6.625 3,745.79 698,000.00
BASKING RIDGE NJ 07920 2 01/25/99 00
8080010548 05 03/01/99 0
8080010548 O 02/01/14
0
1884878 943/943 F 270,000.00 ZZ
180 268,254.09 1
1306 SUNSET DRIVE SOUTH 6.750 2,389.26 68
6.500 2,389.26 400,000.00
TACOMA WA 98465 5 12/17/98 00
8080010779 05 02/01/99 0
8080010779 O 01/01/14
0
1884879 943/943 F 504,000.00 ZZ
180 499,447.70 1
2908 NORTH VISTA VIEW DRIVE 6.500 4,390.38 80
6.250 4,390.38 635,000.00
TACOMA WA 98407 2 12/09/98 00
8080010781 05 02/01/99 0
8080010781 O 01/01/14
0
1884880 943/943 F 323,000.00 ZZ
180 321,958.60 1
32460 LOMA CHIQUITA ROAD 6.750 2,858.26 76
6.500 2,858.26 425,000.00
LOS GATOS CA 95033 2 01/25/99 00
8080010823 05 03/01/99 0
8080010823 O 02/01/14
0
1884881 943/943 F 318,750.00 ZZ
180 317,711.20 1
2614 COUNTRY CLUB ROAD 6.625 2,798.61 75
6.375 2,798.61 425,000.00
COLUMBUS GA 31906 5 01/04/99 00
8080010965 05 03/01/99 0
8080010965 O 02/01/14
0
1884883 943/943 F 339,950.00 ZZ
180 337,775.36 1
210 HIDDEN PINES COURT 6.875 3,031.86 87
6.625 3,031.86 395,000.00
LEAGUE CITY TX 77573 2 12/30/98 10
8080011002 03 02/01/99 12
1
8080011002 O 01/01/14
0
1884884 943/943 F 608,300.00 T
180 604,266.34 1
1750 STANFORD AVENUE 6.750 5,382.91 70
6.500 5,382.91 869,000.00
MENLO PARK CA 94025 1 12/10/98 00
8080011025 05 02/01/99 0
8080011025 O 01/01/14
0
1884885 943/943 F 303,750.00 ZZ
180 301,743.20 1
3790 ANGUS WAY 6.500 2,645.99 80
6.250 2,645.99 379,725.00
PLEASANTON CA 94588 1 12/11/98 00
8080011082 05 02/01/99 0
8080011082 O 01/01/14
0
1884887 943/943 F 280,000.00 ZZ
180 277,217.72 1
385 SANTA INEZ WAY 6.500 2,439.10 45
6.250 2,439.10 635,000.00
LA CANADA CA 91011 2 11/10/98 00
8080011193 05 01/01/99 0
8080011193 O 12/01/13
0
1884889 943/943 F 265,500.00 ZZ
180 263,727.08 1
31755 NORTHEAST WILSONVILLE RD 6.375 2,294.58 73
6.125 2,294.58 367,500.00
NEWBERG OR 97132 5 12/17/98 00
8080011255 05 02/01/99 0
8080011255 O 01/01/14
0
1884890 943/943 F 336,000.00 ZZ
180 332,766.67 1
21611 MIDCREST DRIVE 6.875 2,996.64 88
6.625 2,996.64 385,000.00
LAKE FOREST CA 92630 2 11/25/98 10
8080011270 03 01/01/99 12
8080011270 O 12/01/13
0
1
1884891 943/943 F 509,750.00 ZZ
180 506,382.28 1
5418 HARBOR TOWN DRIVE 6.500 4,440.47 57
6.250 4,440.47 900,000.00
DALLAS TX 75287 2 12/18/98 00
8080011361 05 02/01/99 0
8080011361 O 01/01/14
0
1884893 943/943 F 376,500.00 ZZ
180 374,065.40 1
7041 HEARTLAND WAY 6.750 3,331.68 58
6.500 3,331.68 650,400.00
SAN JOSE CA 95135 2 12/18/98 00
8080011515 05 02/01/99 0
8080011515 O 01/01/14
0
1884894 943/943 F 328,000.00 ZZ
180 325,924.31 1
6508 LONGFELLOW DRIVE 7.000 2,948.16 80
6.750 2,948.16 410,000.00
DALLAS TX 75230 1 12/18/98 00
8080011712 05 02/01/99 0
8080011712 O 01/01/14
0
1884895 943/943 F 329,500.00 ZZ
180 328,437.66 1
3909 VIRGILIA STREET 6.750 2,915.78 60
6.500 2,915.78 550,000.00
CHEVY CHASE MD 20815 2 01/08/99 00
8080012135 05 03/01/99 0
8080012135 O 02/01/14
0
1884896 943/943 F 340,000.00 ZZ
180 338,903.81 1
6 CARRIAGE LANE 6.750 3,008.69 44
6.500 3,008.69 780,000.00
LITTLETON CO 80121 1 01/14/99 00
8080012179 05 03/01/99 0
8080012179 O 02/01/14
0
1884899 943/943 F 270,000.00 ZZ
180 268,134.63 1
42 FAIRLANE ROAD 6.625 2,370.58 48
6.375 2,370.58 564,000.00
1
LAGUNA NIGUEL CA 92677 2 12/23/98 00
8080012508 09 02/01/99 0
8080012508 O 01/01/14
0
1884900 943/943 F 295,000.00 ZZ
180 294,057.10 1
506 NORTH 900 EAST 6.875 2,630.97 74
6.625 2,630.97 402,000.00
OREM UT 84097 5 01/08/99 00
8080012539 05 03/01/99 0
8080012539 O 02/01/14
0
1884902 943/943 F 468,000.00 ZZ
180 463,733.21 1
44616 PARKMEADOW DRIVE 7.500 4,338.42 52
7.250 4,338.42 910,000.00
FREMONT CA 94539 2 11/04/98 00
8080012738 05 01/01/99 0
8080012738 O 12/01/13
0
1884903 943/943 F 304,600.00 ZZ
180 299,790.23 1
260 GARFIELD STREET 7.125 2,759.16 60
6.875 2,759.16 510,000.00
DENVER CO 80206 2 09/21/98 00
8080096573 09 11/01/98 0
8080096573 O 10/01/13
0
1884904 943/943 F 329,000.00 ZZ
180 324,766.55 1
18 CAMINO CALABASAS 6.875 2,934.21 63
6.625 2,934.21 529,000.00
SANTA FE NM 87501 1 10/28/98 00
8080099379 05 12/01/98 0
8080099379 O 11/01/13
0
1884905 943/943 F 300,000.00 ZZ
180 296,366.80 1
18372 OXBORO LN 7.000 2,696.49 67
6.750 2,696.49 450,000.00
HUNTINGTON BEAC CA 92648 2 01/21/99 00
8090033514 05 03/01/99 0
8090033514 O 02/01/14
0
1
1884907 943/943 F 270,000.00 ZZ
180 268,272.80 1
7147 CANTERBURY COURT 6.875 2,408.01 62
6.625 2,408.01 442,400.00
WEST BLOOMFIELD MI 48322 2 12/02/98 00
8090068968 05 02/01/99 0
8090068968 O 01/01/14
0
1884908 943/943 F 700,000.00 ZZ
180 693,191.24 1
6040 GALAHAD DR 6.750 6,194.37 63
6.500 6,194.37 1,125,000.00
MALIBU CA 90265 2 11/12/98 00
8090069078 05 01/01/99 0
8090069078 O 12/01/13
0
1884910 943/943 F 635,700.00 ZZ
180 629,516.67 1
9637 WENDOVER DRIVE 6.750 5,625.37 67
6.500 5,625.37 950,000.00
LOS ANGELES CA 90210 2 11/20/98 00
8090069990 05 01/01/99 0
8090069990 O 12/01/13
0
1884911 943/943 F 245,000.00 ZZ
180 242,591.29 1
393 MARLBOROUGH STREET UNIT 1 6.625 2,151.09 63
6.375 2,151.09 390,000.00
BOSTON MA 02115 2 11/23/98 00
8090070030 01 01/01/99 0
8090070030 O 12/01/13
0
1884913 943/943 F 466,400.00 ZZ
180 461,863.42 1
435 EAST PEDREGOSA STREET 6.750 4,127.22 55
6.500 4,127.22 855,000.00
SANTA BARBERA CA 93103 2 11/18/98 00
8090071618 05 01/01/99 0
8090071618 O 12/01/13
0
1884915 943/943 F 326,500.00 ZZ
180 324,319.73 2
1
355 CHENERY STREET 6.375 2,821.78 60
6.125 2,821.78 550,000.00
SAN FRANCISCO CA 94131 2 12/01/98 00
8090071865 05 02/01/99 0
8090071865 O 01/01/14
0
1884916 943/943 F 266,500.00 ZZ
180 264,758.09 1
3192 LAUREL CANYON RD 6.625 2,339.86 56
6.375 2,339.86 480,000.00
SANTA BARBARA CA 93105 2 12/10/98 00
8090073246 05 02/01/99 0
8090073246 O 01/01/14
0
1884917 943/943 F 700,000.00 T
180 697,693.91 1
633 OAK SPRING LN 6.500 6,097.76 70
6.250 6,097.76 1,000,000.00
SANTA BARBARA CA 93108 2 01/04/99 00
8090074200 05 03/01/99 0
8090074200 O 02/01/14
0
1884918 943/943 F 500,000.00 ZZ
180 498,387.95 1
5725 HALL ROAD 6.750 4,424.55 62
6.500 4,424.55 810,000.00
MODESTO CA 95358 5 01/22/99 00
8090074210 05 03/01/99 0
8090074210 O 02/01/14
0
1884919 943/943 F 700,000.00 ZZ
180 697,693.91 1
1110 WAVERLEY STREET 6.500 6,097.76 32
6.250 6,097.76 2,200,000.00
PALO ALTO CA 94301 5 01/11/99 00
8090074624 05 03/01/99 0
8090074624 O 02/01/14
0
1884920 943/943 F 500,000.00 T
180 496,835.83 1
1398 COUNTY ROAD 98 7.000 4,494.15 59
6.750 4,494.15 860,000.00
FLORISSANT CO 80816 1 12/24/98 00
8090074726 05 02/01/99 0
1
8090074726 O 01/01/14
0
1884921 943/943 F 420,000.00 ZZ
180 418,631.17 1
23940 CLARINGTON DRIVE 6.625 3,687.58 77
6.375 3,687.58 546,000.00
LOS ANGELES CA 91304 2 01/29/99 00
8090074938 05 03/01/99 0
8090074938 O 02/01/14
0
1884922 943/943 F 281,350.00 ZZ
180 280,452.66 1
8 KENDALL DRIVE 6.875 2,509.24 64
6.625 2,509.24 445,000.00
NEW CITY NY 10956 2 12/31/98 00
8090075902 05 03/01/99 0
8090075902 O 02/01/14
0
1884924 943/943 F 400,000.00 ZZ
180 398,710.36 1
635 GEORGIA AVENUE 6.750 3,539.64 48
6.500 3,539.64 850,000.00
PALO ALTO CA 94306 5 01/15/99 00
8090075987 05 03/01/99 0
8090075987 O 02/01/14
0
1884926 943/943 F 285,000.00 ZZ
180 284,061.09 1
1609 OLD MILL BOTTOM RUN 6.500 2,482.66 78
6.250 2,482.66 366,000.00
ANNAPOLIS MD 21401 2 01/27/99 00
8090076449 03 03/01/99 0
8090076449 O 02/01/14
0
1884928 943/943 F 289,000.00 ZZ
180 287,131.23 1
230 KINSEY WAY 6.750 2,557.39 61
6.500 2,557.39 475,000.00
GENOA NV 89411 5 12/02/98 00
8111152653 03 02/01/99 0
8111152653 O 01/01/14
0
1
1884931 943/943 F 240,700.00 ZZ
180 239,160.22 1
2168 EAST BROOKPORT STREET 6.875 2,146.70 87
6.625 2,146.70 278,000.00
COVINA CA 91724 2 12/11/98 11
8111154320 05 02/01/99 12
8111154320 O 01/01/14
0
1884936 943/943 F 255,000.00 ZZ
180 252,546.12 1
201 EAST 80TH STREET UNIT 5B 6.875 2,274.23 50
6.625 2,274.23 510,000.00
NEW YORK NY 10021 1 12/01/98 00
8111157275 08 01/01/99 0
8111157275 O 12/01/13
0
1884937 943/943 F 274,000.00 ZZ
120 270,759.16 1
8447 BRIER DRIVE 6.625 3,128.67 43
6.375 3,128.67 650,000.00
LOS ANGELES CA 90046 2 12/11/98 00
8111157305 05 02/01/99 0
8111157305 O 01/01/09
0
1884941 943/943 F 390,000.00 ZZ
180 386,246.99 1
276 OLD WOOD ROAD 6.875 3,478.24 63
6.625 3,478.24 625,000.00
FRANKLIN LAKES NJ 07417 2 11/24/98 00
8111157532 05 01/01/99 0
8111157532 O 12/01/13
0
1884942 943/943 F 299,000.00 ZZ
180 297,087.28 1
7019 APPLE GROVE COURT 6.875 2,666.65 66
6.625 2,666.65 454,000.00
SAN JOSE CA 95135 2 12/02/98 00
8111157927 05 02/01/99 0
8111157927 O 01/01/14
0
1884943 943/943 F 316,100.00 ZZ
120 312,386.51 1
4801 DON JUAN PLACE 6.750 3,629.60 63
6.500 3,629.60 504,000.00
1
WOODLAND HILLS CA 91634 2 12/16/98 00
8111158025 05 02/01/99 0
8111158025 O 01/01/09
0
1884944 943/943 F 304,100.00 ZZ
180 302,154.66 1
22690 EQUIPOISE STREET 6.875 2,712.13 71
6.625 2,712.13 430,000.00
MONTEREY CA 93940 2 12/02/98 00
8111158221 05 02/01/99 0
8111158221 O 01/01/14
0
1884945 943/943 F 497,000.00 ZZ
180 493,786.22 1
9841 WEST SUBURBAN DRIVE 6.750 4,398.01 70
6.500 4,398.01 710,000.00
MIAMI FL 33156 5 12/08/98 00
8111158549 05 02/01/99 0
8111158549 O 01/01/14
0
1884947 943/943 F 444,600.00 ZZ
180 441,637.51 1
1530 PALMER ROAD 7.000 3,996.20 76
6.750 3,996.20 590,000.00
LEBANON TN 37087 2 12/14/98 00
8111159292 05 02/01/99 0
8111159292 O 01/01/14
0
1884948 943/943 F 273,000.00 ZZ
180 271,253.59 1
5325 MASSACHUSETTS AVE 6.875 2,434.77 75
6.625 2,434.77 365,000.00
BETHESDA MD 20816 2 12/03/98 00
8111159301 05 02/01/99 0
8111159301 O 01/01/14
0
1884951 943/943 F 375,000.00 ZZ
180 371,273.66 1
64 BEACH AVENUE 6.500 3,266.66 49
6.250 3,266.66 769,000.00
LARCHMONT NY 10538 1 12/01/98 00
8111159731 05 01/01/99 0
8111159731 O 12/01/13
0
1
1884953 943/943 F 296,000.00 ZZ
180 294,065.27 1
3811 JASON CIRCLE 6.625 2,598.87 79
6.375 2,598.87 379,000.00
TORRANCE CA 90505 2 12/10/98 00
8111159873 05 02/01/99 0
8111159873 O 01/01/14
0
1884954 943/943 F 361,000.00 ZZ
180 358,640.43 1
62 BROOKBY ROAD 6.625 3,169.56 66
6.375 3,169.56 550,000.00
SCARSDALE NY 10583 2 12/09/98 00
8111159935 05 02/01/99 0
8111159935 O 01/01/14
0
1884955 943/943 F 701,500.00 ZZ
180 699,213.73 1
SCHAFFER ROAD 6.625 6,159.13 49
6.375 6,159.13 1,440,000.00
ALPINE NJ 07620 2 01/07/99 00
8111160104 05 03/01/99 0
8111160104 O 02/01/14
0
1884956 943/943 F 300,000.00 ZZ
180 297,018.92 1
2100 FARRELL AVE 6.500 2,613.33 80
6.250 2,613.33 375,000.00
REDONDO BEACH CA 90278 1 11/25/98 00
8111160115 01 01/01/99 0
8111160115 O 12/01/13
0
1884957 943/943 F 300,700.00 ZZ
120 298,938.67 1
17866 CARRIGER ROAD 6.750 3,452.77 41
6.500 3,452.77 750,000.00
SONOMA CA 95476 2 12/28/98 00
8111160180 05 03/01/99 0
8111160180 O 02/01/09
0
1884959 943/943 F 600,000.00 ZZ
180 595,993.37 1
1
100 WYNDHAM DRIVE 6.375 5,185.51 60
6.125 5,185.51 1,000,000.00
PORTOLA VALLEY CA 94028 5 12/11/98 00
8111160356 05 02/01/99 0
8111160356 O 01/01/14
0
1884961 943/943 F 576,000.00 ZZ
180 572,194.56 1
626 ORCHARD LANE 6.500 5,017.58 68
6.250 5,017.58 855,000.00
FRANKLIN LAKES NJ 07417 2 12/14/98 00
8111160647 05 02/01/99 0
8111160647 O 01/01/14
0
1884962 943/943 F 291,600.00 ZZ
180 289,673.50 1
5275 CENTENNIAL TRAIL 6.500 2,540.15 55
6.250 2,540.15 532,000.00
BOULDER CO 80303 5 12/08/98 00
8111160773 03 02/01/99 0
8111160773 O 01/01/14
0
1884963 943/943 F 283,000.00 ZZ
180 282,067.68 1
6 TIMBER ACRES ROAD 6.500 2,465.24 70
6.250 2,465.24 405,000.00
SPRINGFIELD NJ 07081 5 01/04/99 00
8111160780 05 03/01/99 0
8111160780 O 02/01/14
0
1884966 943/943 F 300,000.00 ZZ
180 298,016.32 1
403 LIBERTY STREET 6.500 2,613.33 77
6.250 2,613.33 390,000.00
ENGLEWOOD NJ 07631 2 12/17/98 00
8111160841 05 02/01/99 0
8111160841 O 01/01/14
0
1884968 943/943 F 263,900.00 ZZ
180 261,277.64 1
1403 NORTH WALNUT AVENUE 6.500 2,298.86 88
6.250 2,298.86 301,000.00
ARLINGTON HEIGH IL 60004 2 11/24/98 12
8111161012 05 01/01/99 12
1
8111161012 O 12/01/13
0
1884969 943/943 F 283,900.00 ZZ
180 281,167.94 1
46 MYSTIC LAKE DRIVE 6.875 2,531.98 85
6.625 2,531.98 334,000.00
ARLINGTON MA 02474 1 11/24/98 11
8111161049 05 01/01/99 6
8111161049 O 12/01/13
0
1884971 943/943 F 399,000.00 ZZ
180 396,363.94 1
22116 DEAN COURT 6.500 3,475.72 76
6.250 3,475.72 525,000.00
CUPERTINO CA 95014 2 12/14/98 00
8111161153 03 02/01/99 0
8111161153 O 01/01/14
0
1884972 943/943 F 254,500.00 ZZ
180 251,971.06 1
909 COUNTRY CLUB LANE 6.500 2,216.97 74
6.250 2,216.97 345,000.00
RIPON CA 95366 2 11/23/98 00
8111161167 05 01/01/99 0
8111161167 O 12/01/13
0
1884973 943/943 F 397,500.00 ZZ
180 394,873.84 1
9209 OLD HENRY ROAD 6.500 3,462.66 74
6.250 3,462.66 540,000.00
LOUISVILLE KY 40245 2 11/30/98 00
8111161190 05 02/01/99 0
8111161190 O 01/01/14
0
1884975 943/943 F 340,000.00 ZZ
180 338,867.79 1
22 ROUNDTOP ROAD 6.375 2,938.46 54
6.125 2,938.46 630,000.00
TEWKSBURY TOWNS NJ 08858 2 12/28/98 00
8111161221 05 03/01/99 0
8111161221 O 02/01/14
0
1
1884976 943/943 F 316,000.00 ZZ
180 314,958.97 1
219 PATRICK DRIVE 6.500 2,752.70 59
6.250 2,752.70 541,000.00
RICHBORO PA 18954 2 01/06/99 00
8111161232 05 03/01/99 0
8111161232 O 02/01/14
0
1884977 943/943 F 304,000.00 ZZ
180 300,979.19 1
40 OVERTON ROAD 6.500 2,648.17 57
6.250 2,648.17 542,000.00
SCARSDALE NY 10583 2 11/20/98 00
8111161278 05 01/01/99 0
8111161278 O 12/01/13
0
1884978 943/943 F 307,000.00 ZZ
180 305,291.56 1
210 FERNDALE ROAD 6.500 2,674.30 63
6.250 2,674.30 495,000.00
SCARSDALE NY 10583 2 01/07/99 00
8111161329 05 03/01/99 0
8111161329 O 02/01/14
0
1884981 943/943 F 253,700.00 ZZ
180 252,023.89 1
18 JAMIE LANE 6.500 2,210.00 71
6.250 2,210.00 360,000.00
HOPKINTON MA 01748 5 12/10/98 00
8111161373 05 02/01/99 0
8111161373 O 01/01/14
0
1884983 943/943 F 500,000.00 ZZ
180 496,661.13 1
95 LAWRENCE DRIVE 6.375 4,321.26 65
6.125 4,321.26 770,000.00
SHORT HILLS NJ 07078 2 12/21/98 00
8111161400 05 02/01/99 0
8111161400 O 01/01/14
0
1884984 943/943 F 350,000.00 ZZ
180 345,707.38 1
1966 MARIN AVENUE 6.375 3,024.88 68
6.125 3,024.88 515,000.00
1
BERKELEY CA 94707 5 12/02/98 00
8111161420 05 02/01/99 0
8111161420 O 01/01/14
0
1884985 943/943 F 436,500.00 ZZ
180 433,584.32 1
12 JASON LANE 6.375 3,772.46 60
6.125 3,772.46 735,000.00
MORRISTOWN NJ 07960 2 12/04/98 00
8111161512 05 02/01/99 0
8111161512 O 01/01/14
0
1884988 943/943 F 250,300.00 ZZ
180 248,548.28 1
14 TWILIGHT GLEN 6.625 2,197.62 74
6.375 2,197.62 339,000.00
SPRING TX 77381 2 12/02/98 00
8111161689 03 02/01/99 0
8111161689 O 01/01/14
0
1884989 943/943 F 331,200.00 ZZ
180 328,835.86 1
1 FARMHILL LANE 6.250 2,839.79 53
6.000 2,839.79 630,000.00
MUTTONTOWN NY 11732 2 12/01/98 00
8111161693 05 02/01/99 0
8111161693 O 01/01/14
0
1884990 943/943 F 400,000.00 ZZ
180 398,738.01 1
419 FAIRMONT AVENUE 7.000 3,595.32 71
6.750 3,595.32 568,000.00
CHATHAM NJ 07928 2 01/19/99 00
8111161731 05 03/01/99 0
8111161731 O 02/01/14
0
1884994 943/943 F 246,500.00 ZZ
180 239,948.17 1
201 SHEARWATER COURT W 6.625 2,164.26 80
6.375 2,164.26 310,000.00
JERSEY CITY NJ 07305 2 12/02/98 00
8111161856 08 02/01/99 0
8111161856 O 01/01/14
0
1
1884996 943/943 F 271,000.00 ZZ
180 269,228.68 1
3003 CORONADO DR 6.625 2,379.37 67
6.375 2,379.37 410,500.00
COLLEGE STATION TX 77845 2 12/03/98 00
8111161926 05 02/01/99 0
8111161926 O 01/01/14
0
1884997 943/943 F 288,000.00 ZZ
120 286,301.47 1
29075 RIDGEVIEW DRIVE 6.625 3,288.53 74
6.375 3,288.53 390,000.00
LAGUNA NIGUEL CA 92677 5 01/15/99 00
8111161931 03 03/01/99 0
8111161931 O 02/01/09
0
1885000 943/943 F 276,000.00 ZZ
180 272,227.38 1
1128 WOODRIDGE DRIVE 6.875 2,461.52 74
6.625 2,461.52 378,000.00
WICHITA KS 67206 2 12/09/98 00
8111162480 05 02/01/99 0
8111162480 O 01/01/14
0
1885004 943/943 F 330,000.00 ZZ
120 326,149.54 1
77 PARK AVENUE UNIT 7E 6.875 3,810.36 52
6.625 3,810.36 635,000.00
NEW YORK NY 10016 2 12/03/98 00
8111163136 08 02/01/99 0
8111163136 O 01/01/09
0
1885006 943/943 F 412,750.00 ZZ
180 411,390.23 1
16 HAMILTON ROAD 6.500 3,595.50 65
6.250 3,595.50 635,000.00
SHORT HILLS NJ 07078 5 01/26/99 00
8111163835 05 03/01/99 0
8111163835 O 02/01/14
0
1885007 943/943 F 271,000.00 ZZ
180 269,228.68 1
1
4216 COLORADO STREET 6.625 2,379.37 58
6.375 2,379.37 475,000.00
LONG BEACH CA 90814 2 12/15/98 00
8111163922 05 02/01/99 0
8111163922 O 01/01/14
0
1885010 943/943 F 243,800.00 ZZ
180 243,030.82 1
110 COOPER AVENUE 7.000 2,191.35 76
6.750 2,191.35 325,000.00
UPPER MONTCLAIR NJ 07043 2 01/16/99 00
8111164401 05 03/01/99 0
8111164401 O 02/01/14
0
1885011 943/943 F 570,000.00 ZZ
180 568,240.43 1
304 SHORE ROAD 7.250 5,203.32 70
7.000 5,203.32 820,000.00
FLUSHING NY 11363 2 01/21/99 00
8111164871 05 03/01/99 0
8111164871 O 02/01/14
0
1885012 943/943 F 366,400.00 ZZ
120 366,400.00 1
3817 LINCOLN ROAD 7.250 4,301.58 59
7.000 4,301.58 625,000.00
SANTA BARBARA CA 93110 2 01/29/99 00
8111164899 05 04/01/99 0
8111164899 O 03/01/09
0
1885014 943/943 F 311,000.00 ZZ
180 309,010.52 1
30958 PALO ALTO DRIVE 6.875 2,773.67 63
6.625 2,773.67 500,000.00
REDLANDS CA 92373 2 12/10/98 00
8111165706 05 02/01/99 0
8111165706 O 01/01/14
0
1885016 943/943 F 1,000,000.00 ZZ
180 987,690.82 1
17 LOCUST LANE 7.375 9,199.24 59
7.125 9,199.24 1,695,000.00
BRONXVILLE NY 10708 1 01/29/99 00
8111165939 05 03/01/99 0
1
8111165939 O 02/01/14
0
1885017 943/943 F 301,000.00 ZZ
180 300,060.63 1
102 WHITE PINE DRIVE 7.125 2,726.56 87
6.875 2,726.56 348,500.00
COLTS NECK NJ 07722 2 01/05/99 04
8111165979 05 03/01/99 25
8111165979 O 02/01/14
0
1885018 943/943 F 247,000.00 ZZ
180 247,000.00 1
225 78TH STREET 7.125 2,237.41 65
6.875 2,237.41 385,000.00
BROOKLYN NY 11209 2 02/04/99 00
8111166024 05 04/01/99 0
8111166024 O 03/01/14
0
1885019 943/943 F 240,800.00 ZZ
180 240,056.65 1
8 HIGH STREET 7.250 2,198.18 69
7.000 2,198.18 350,000.00
ESSEX CT 06426 2 01/21/99 00
8111166307 05 03/01/99 0
8111166307 O 02/01/14
0
1885020 943/943 F 346,500.00 ZZ
180 345,418.63 1
10 GRAND CYPRESS COURT 7.125 3,138.71 90
6.875 3,138.71 385,000.00
NEW ORLEANS LA 70131 1 01/04/99 12
8111166925 05 03/01/99 12
8111166925 O 02/01/14
0
1885021 943/943 F 625,000.00 ZZ
180 623,070.64 1
51 TANGLEWYLDE AVENUE 7.250 5,705.40 68
7.000 5,705.40 925,000.00
BRONXVILLE NY 10708 1 01/08/99 00
8111166932 05 03/01/99 0
8111166932 O 02/01/14
0
1
1885022 943/943 F 500,000.00 T
180 498,456.51 1
3215 WEST GULF DRIVE UNIT A-1 7.250 4,564.32 72
7.000 4,564.32 700,000.00
SANIBEL FL 33957 2 01/26/99 00
8111167226 01 03/01/99 0
8111167226 O 02/01/14
0
1885025 943/943 F 336,000.00 T
180 334,930.00 1
2234 OYSTER CATCHER CT 7.250 3,067.22 80
7.000 3,067.22 420,000.00
SEABROOK ISLAND SC 29455 1 01/11/99 00
8111167481 03 03/01/99 0
8111167481 O 02/01/14
0
1885026 943/943 F 393,000.00 ZZ
180 393,000.00 1
24935 NORMANS WAY 7.125 3,559.92 75
6.875 3,559.92 525,000.00
CALABASAS CA 91302 2 02/02/99 00
8111168222 03 04/01/99 0
8111168222 O 03/01/14
0
1885029 943/943 F 280,000.00 ZZ
180 279,077.56 1
3300 SPARR BOULEVARD 6.500 2,439.11 75
6.250 2,439.11 375,000.00
GLENDALE CA 91208 2 01/18/99 00
8111169442 05 03/01/99 0
8111169442 O 02/01/14
0
1885036 943/943 F 380,000.00 ZZ
180 375,615.20 1
1339 TARPON STREET 7.125 3,442.16 76
6.875 3,442.16 500,000.00
FOSTER CITY CA 94404 2 12/16/98 00
8528200470 05 02/01/99 0
8528200470 O 01/01/14
0
1885037 943/943 F 350,000.00 ZZ
180 347,712.32 1
4023 MARIO WAY 6.625 3,072.98 58
6.375 3,072.98 610,000.00
1
LAFAYETTE CA 94549 5 12/07/98 00
8528901296 05 02/01/99 0
8528901296 O 01/01/14
0
1885038 943/943 F 700,000.00 ZZ
180 697,767.43 1
2981 GRAPEVINE TERRACE 6.875 6,242.99 39
6.625 6,242.99 1,800,000.00
FREMONT CA 94539 2 01/15/99 00
8530100639 05 03/01/99 0
8530100639 O 02/01/14
0
1885039 943/943 F 250,000.00 ZZ
180 249,211.25 1
3585 SUNNYHAVEN DRIVE 7.000 2,247.08 55
6.750 2,247.08 455,000.00
SAN JOSE CA 95117 5 01/06/99 00
8530500553 05 03/01/99 0
8530500553 O 02/01/14
0
1885040 943/943 F 280,000.00 ZZ
180 279,106.97 1
933 VERNAL AVE 6.875 2,497.20 46
6.625 2,497.20 610,000.00
MILL VALLEY CA 94941 2 01/15/99 00
8532600601 05 03/01/99 0
8532600601 O 02/01/14
0
1885041 943/943 F 495,000.00 ZZ
180 491,764.58 1
51 CATALPA AVENUE 6.625 4,346.07 60
6.375 4,346.07 825,000.00
MILL VALLEY CA 94941 2 12/01/98 00
8532600603 05 02/01/99 0
8532600603 O 01/01/14
0
1885042 943/943 F 1,000,000.00 ZZ
180 996,775.90 1
9016 GROVE CREST LANE 6.750 8,849.10 65
6.500 8,849.10 1,550,000.00
LAS VEGAS NV 89134 2 12/29/98 00
8542100666 03 03/01/99 0
8542100666 O 02/01/14
0
1
1885043 943/943 F 372,000.00 ZZ
180 369,620.30 1
60 EL CERRITO AVENUE 6.875 3,317.70 62
6.625 3,317.70 600,000.00
SAN MATEO CA 94402 2 12/22/98 00
8550200525 05 02/01/99 0
8550200525 O 01/01/14
0
1885044 943/943 F 309,000.00 T
180 308,025.12 1
1272 PENINSULA DRIVE 7.000 2,777.38 68
6.750 2,777.38 455,000.00
LAKE ALMANO CA 96137 2 01/15/99 00
8550200554 05 03/01/99 0
8550200554 O 02/01/14
0
1885045 943/943 F 250,000.00 ZZ
180 249,193.97 1
12 HUNTING RIDGE PLACE 6.750 2,212.28 70
6.500 2,212.28 360,000.00
CHAPPAQUA NY 10514 2 01/22/99 00
8550600969 05 03/01/99 0
8550600969 O 02/01/14
0
1885046 943/943 F 326,500.00 ZZ
180 326,500.00 1
2501 DORSET DRIVE 7.000 2,934.68 71
6.750 2,934.68 466,000.00
TORRANCE CA 90503 2 02/02/99 00
8553400506 03 04/01/99 0
8553400506 O 03/01/14
0
1885048 943/943 F 375,000.00 ZZ
180 373,751.25 1
158 BRODIA WAY 6.375 3,240.94 42
6.125 3,240.94 901,770.00
WALNUT CREEK CA 94598 1 01/08/99 00
8555900595 05 03/01/99 0
8555900595 O 02/01/14
0
1885050 943/943 F 585,000.00 ZZ
180 581,135.10 1
1
107 JAMAICA STREET 6.500 5,095.98 65
6.250 5,095.98 900,000.00
TIBURON CA 94920 5 12/10/98 00
8555900674 05 02/01/99 0
8555900674 O 01/01/14
0
1885052 943/943 F 281,250.00 ZZ
180 280,352.98 1
614 JONES ROAD 6.875 2,508.35 75
6.625 2,508.35 375,000.00
ENGLEWOOD NJ 07631 5 12/30/98 00
8559600588 05 03/01/99 0
8559600588 O 02/01/14
0
1885053 943/943 F 637,500.00 ZZ
180 633,421.87 1
1783 GREEN ACRES LANE 6.875 5,685.58 75
6.625 5,685.58 850,000.00
SUISUN CA 94585 2 12/04/98 00
8562600376 05 02/01/99 0
8562600376 O 01/01/14
0
1885054 943/943 F 520,000.00 ZZ
180 516,532.12 1
1177 CALIFORIA STREET 6.625 4,565.57 65
UNIT 1524 6.375 4,565.57 800,000.00
SAN FRANCISCO CA 94108 5 12/02/98 00
8562600410 08 02/01/99 0
8562600410 O 01/01/14
0
1885057 943/943 F 500,000.00 T
180 482,810.89 1
7612 HILLSIDE 33A 6.625 4,389.97 34
6.375 4,389.97 1,488,000.00
SAN DIEGO CA 92037 2 12/10/98 00
8563300429 05 02/01/99 0
8563300429 O 01/01/14
0
1885060 943/943 F 278,000.00 ZZ
180 277,000.00 1
10221 WETHERBURN ROAD 6.500 2,421.68 87
6.250 2,421.68 320,000.00
ELLICOTT CITY MD 21042 2 01/22/99 14
8571100404 03 03/01/99 12
1
8571100404 O 02/01/14
0
1885061 943/943 F 490,000.00 ZZ
180 486,762.73 1
44 BLUE HORIZON 6.500 4,268.43 70
6.250 4,268.43 705,000.00
LAGUNA NIGUEL CA 92677 5 12/18/98 00
8571400326 03 02/01/99 0
8571400326 O 01/01/14
0
1885062 943/943 F 253,600.00 ZZ
180 251,942.40 1
260 KNOX STREET 6.625 2,226.60 78
6.375 2,226.60 327,000.00
COSTA MESA CA 92627 2 12/02/98 00
8571400379 05 02/01/99 0
8571400379 O 01/01/14
0
1885063 943/943 F 1,000,000.00 ZZ
180 993,533.66 1
2 ROYAL SAINT GEORGE 6.750 8,849.10 40
6.500 8,849.10 2,500,000.00
NEWPORT BEACH CA 92660 2 12/07/98 00
8571400391 03 02/01/99 0
8571400391 O 01/01/14
0
1885064 943/943 F 315,000.00 ZZ
180 312,001.14 1
613 8TH STREET 7.000 2,831.31 66
6.750 2,831.31 479,000.00
HUNTINGTON BEAC CA 92648 2 11/25/98 00
8571400398 05 01/01/99 0
8571400398 O 12/01/13
0
1885065 943/943 F 864,500.00 ZZ
180 861,742.77 1
1407 HIGH BLUFF DRIVE 6.875 7,710.09 70
6.625 7,710.09 1,235,000.00
NEWPORT BEACH CA 92660 1 01/14/99 00
8571400418 03 03/01/99 0
8571400418 O 02/01/14
0
1
1885066 943/943 F 416,250.00 ZZ
180 413,438.36 1
14 FAIRWAY DRIVE 6.625 3,654.65 75
6.375 3,654.65 555,000.00
MANHATTAN BEACH CA 90266 2 12/11/98 00
8573500223 09 02/01/99 0
8573500223 O 01/01/14
0
1885070 943/943 F 295,000.00 ZZ
180 293,112.08 1
28 MARION ROAD 6.875 2,630.98 68
6.625 2,630.98 435,000.00
WESTPORT CT 06880 5 12/07/98 00
8573900243 05 02/01/99 0
8573900243 O 01/01/14
0
1885071 943/943 F 356,250.00 ZZ
180 352,858.43 1
3 SAGAMORE ROAD 7.000 3,202.08 75
6.750 3,202.08 475,000.00
STAMFORD CT 06902 5 11/24/98 00
8575000398 05 01/01/99 0
8575000398 O 12/01/13
0
1885073 943/943 F 525,000.00 ZZ
180 517,726.81 1
330 EAST 38TH STREET 7.125 4,755.62 70
6.875 4,755.62 760,000.00
NEW YORK NY 10016 2 02/05/99 00
8576600198 08 04/01/99 0
8576600198 O 03/01/14
0
1885074 943/943 F 295,000.00 ZZ
180 294,059.12 1
19594 MOUNT LASSEN DRIVE 6.875 2,630.98 68
6.625 2,630.98 435,000.00
CASTRO VALLEY CA 94552 2 12/29/98 00
8577400168 03 03/01/99 0
8577400168 O 02/01/14
0
1885076 943/943 F 300,000.00 ZZ
180 297,953.56 1
1584 CARLIN LANE 6.125 2,551.88 49
5.875 2,551.88 617,864.00
1
MCLEAN VA 22101 1 12/28/98 00
9080013148 05 02/01/99 0
9080013148 O 01/01/14
0
1885077 943/943 F 350,000.00 ZZ
180 346,484.88 1
6500 DEIDRE TERRACE 6.375 3,024.88 54
6.125 3,024.88 660,000.00
MCLEAN VA 22104 5 11/18/98 00
9080013529 05 01/01/99 0
9080013529 O 12/01/13
0
1885079 943/943 F 332,000.00 ZZ
180 328,805.16 1
1415 DE FALCO WAY 6.875 2,960.96 71
6.625 2,960.96 472,000.00
SAN JOSE CA 95131 2 11/12/98 00
9080013578 05 01/01/99 0
9080013578 O 12/01/13
0
1885080 943/943 F 320,000.00 ZZ
180 318,945.79 1
19331 FALMOUTH COURT 6.500 2,787.54 35
6.250 2,787.54 940,000.00
SARATOGA CA 95070 2 01/15/99 00
9080013706 05 03/01/99 0
9080013706 O 02/01/14
0
1885081 943/943 F 297,500.00 ZZ
180 296,551.20 1
2056 MUSKET STREET 6.875 2,653.27 70
6.625 2,653.27 425,000.00
EUGENE OR 97408 5 01/21/99 00
9080013753 05 03/01/99 0
9080013753 O 02/01/14
0
1885082 943/943 F 275,300.00 ZZ
180 273,538.93 1
2167 COACHWAY 6.875 2,455.28 64
6.625 2,455.28 435,000.00
BLOOMFIELD HILL MI 48302 2 12/16/98 00
9080013784 05 02/01/99 0
9080013784 O 01/01/14
0
1
1885083 943/943 F 373,000.00 ZZ
180 370,690.21 1
9250 STATE ROUTE 7 7.250 3,404.98 79
7.000 3,404.98 475,000.00
PROCTORVILLE OH 45669 2 12/15/98 00
9080013793 05 02/01/99 0
9080013793 O 01/01/14
0
1885084 943/943 F 384,000.00 ZZ
180 382,693.60 1
1792 VINEYARD PLACE 6.125 3,266.40 80
5.875 3,266.40 480,000.00
HANFORD CA 93230 1 01/15/99 00
9080013811 05 03/01/99 0
9080013811 O 02/01/14
0
1885086 943/943 F 391,000.00 ZZ
180 389,697.97 1
229 SOUTH CHERRY STREET 6.375 3,379.22 55
6.125 3,379.22 720,000.00
DENVER CO 80246 2 01/29/99 00
9080014236 05 03/01/99 0
9080014236 O 02/01/14
0
1885089 943/943 F 370,000.00 ZZ
180 368,794.13 1
4 QUARTERDECK STREET 6.625 3,248.58 60
#204 6.375 3,248.58 620,000.00
MARINA DEL REY CA 90292 5 01/27/99 00
9080014338 01 03/01/99 0
9080014338 O 02/01/14
0
1885092 943/943 F 270,000.00 ZZ
180 270,000.00 1
1114 MILMAC DRIVE 6.500 2,351.99 77
6.250 2,351.99 355,000.00
LA HABRA HEIGHT CA 90631 2 02/02/99 00
9571400422 05 04/01/99 0
9571400422 O 03/01/14
0
1885120 944/G01 F 350,000.00 ZZ
180 350,000.00 1
1
1525 ESCONDIDO WAY 6.750 3,097.18 41
6.500 3,097.18 870,000.00
BELMONT CA 94002 2 02/17/99 00
0431232156 05 04/01/99 0
990100124 O 03/01/14
0
1885129 637/G01 F 290,000.00 ZZ
180 290,000.00 1
2082 21ST AVENUE 6.750 2,566.24 65
6.500 2,566.24 450,000.00
SAN FRANCISCO CA 94116 2 02/09/99 00
0431241819 05 04/01/99 0
0010176386 O 03/01/14
0
1885134 637/G01 F 452,000.00 ZZ
180 452,000.00 1
1325 LAKEVIEW DRIVE 6.875 4,031.19 48
6.625 4,031.19 955,000.00
HILLSBOROUGH CA 94010 2 02/10/99 00
0431241827 05 04/01/99 0
0015183932 O 03/01/14
0
1885135 637/G01 F 258,000.00 ZZ
180 258,000.00 1
23764 TWIN CREEKS COURT 6.625 2,265.23 60
6.375 2,265.23 435,000.00
HAYWARD CA 94541 2 02/11/99 00
0431241801 05 04/01/99 0
0015184807 O 03/01/14
0
1885174 F27/F27 F 350,000.00 ZZ
180 350,000.00 1
20511 RIGGS HILL WAY 7.000 3,145.90 80
6.750 3,145.90 438,230.00
BROOKEVILLE MD 20833 1 02/19/99 00
6060045591 03 04/01/99 0
6060045591 O 03/01/14
0
1885258 E82/G01 F 343,000.00 ZZ
180 343,000.00 1
2657 MONTGOMERY WAY 6.500 2,987.90 77
6.250 2,987.90 450,000.00
SACRAMENTO CA 95818 2 02/23/99 00
0400182838 05 04/01/99 0
1
0400182838 O 03/01/14
0
1885280 E66/E66 F 258,000.00 ZZ
180 256,075.19 1
7600 STONE HORSE CIRCLE 6.750 2,283.07 65
6.500 2,283.07 398,000.00
RALEIGH NC 27612 2 01/05/99 00
60046504 05 02/01/99 0
60046504 O 01/01/14
0
1885307 E66/E66 F 381,000.00 ZZ
180 360,272.29 1
1068 WOODBURN ROAD 6.875 3,397.97 53
6.625 3,397.97 730,000.00
SPARTANBURG SC 29302 5 05/18/98 00
600403808 05 07/01/98 0
600403808 O 06/01/13
0
1885356 624/G01 F 91,500.00 ZZ
180 91,500.00 1
1610 LAKESIDE DRIVE 6.875 816.05 42
6.625 816.05 220,000.00
FELTON CA 95018 2 02/08/99 00
0431231505 05 04/01/99 0
88611090083 O 03/01/14
0
1885361 638/G01 F 108,600.00 ZZ
180 108,600.00 1
4 CARRIAGE DRIVE 7.000 976.13 60
6.750 976.13 182,000.00
AUBURN MA 01501 2 02/14/99 00
0431236140 05 04/01/99 0
08837161 O 03/01/14
0
1885364 638/G01 F 133,500.00 ZZ
180 133,500.00 1
202 WEST MORRIS AVENUE 7.125 1,209.28 57
6.875 1,209.28 238,000.00
MODESTO CA 95354 2 02/08/99 00
0431236199 05 04/01/99 0
08843322 O 03/01/14
0
1
1885382 F03/G01 F 324,000.00 ZZ
180 324,000.00 1
4501 WEST LAKE CIRCLE 7.125 2,934.89 75
6.875 2,934.89 432,000.00
LITTLETON CO 80123 5 02/19/99 00
0431232321 03 04/01/99 0
DEN13228 O 03/01/14
0
1885390 638/G01 F 148,600.00 ZZ
180 148,600.00 1
1577 HASTINGS DRIVE 6.750 1,314.98 80
6.500 1,314.98 185,825.00
MANTECA CA 95336 1 02/10/99 00
0431236108 05 04/01/99 0
08851484 O 03/01/14
0
1885468 J53/J53 F 636,000.00 ZZ
180 634,079.20 1
P.O. BOX 527 7.500 5,895.80 80
7.250 5,895.80 795,000.00
CHRISTOVAL TX 76935 2 01/27/99 00
49689 05 03/01/99 0
49689 O 02/01/14
0
1885494 956/G01 F 358,000.00 ZZ
180 358,000.00 1
3911 NE 97TH AVENUE 6.500 3,118.56 59
6.250 3,118.56 610,000.00
VANCOUVER WA 98662 2 02/18/99 00
0431232248 05 04/01/99 0
1709020081 O 03/01/14
0
1885541 076/076 F 392,000.00 ZZ
180 390,680.57 1
245 HERSHEY DRIVE 6.250 3,361.10 80
6.000 3,361.10 490,000.00
MANHEIM PA 17545 2 12/30/98 00
1084944 05 03/01/99 0
1084944 O 02/01/14
0
1885584 026/G01 F 280,000.00 ZZ
180 280,000.00 1
1813 SARAZEN PL 6.750 2,477.75 51
6.500 2,477.75 550,000.00
1
RALEIGH NC 27615 5 02/23/99 00
0431233568 05 04/01/99 0
0200352849 O 03/01/14
0
1885595 E82/G01 F 292,500.00 ZZ
180 292,500.00 1
9432 ROSE HILL DRIVE 6.875 2,608.67 76
6.625 2,608.67 385,000.00
BETHESDA MD 20817 2 02/17/99 00
0400179610 05 04/01/99 0
0400179610 O 03/01/14
0
1885599 026/G01 F 400,000.00 ZZ
180 400,000.00 1
705 RUNNYMEDE RD. 6.875 3,567.42 57
6.625 3,567.42 710,000.00
RALEIGH NC 27607 5 02/24/99 00
0431233139 05 04/01/99 0
0200352822 O 03/01/14
0
1885613 E82/G01 F 75,000.00 ZZ
180 75,000.00 1
2947 NORTH BEULAH AVENUE 7.000 674.12 51
6.750 674.12 148,000.00
RIVER GROVE IL 60171 2 02/26/99 00
0400186482 05 04/01/99 0
1543223 O 03/01/14
0
1885615 356/G01 F 270,000.00 ZZ
180 270,000.00 1
14 FOOTHILL PLACE 6.875 2,408.01 39
6.625 2,408.01 705,000.00
PLEASANTON CA 94588 2 02/05/99 00
0431233444 05 04/01/99 0
2718302 O 03/01/14
0
1885616 356/G01 F 360,000.00 ZZ
180 360,000.00 1
7773 GEORGIAN OAKS COURT 6.875 3,210.68 71
6.625 3,210.68 509,900.00
DUBLIN CA 94568 2 02/05/99 00
0431233428 05 04/01/99 0
2705283 O 03/01/14
0
1
1885743 638/G01 F 274,700.00 ZZ
180 274,700.00 1
726 MARNELL AVENUE 6.625 2,411.85 77
6.375 2,411.85 360,000.00
SANTA CRUIZ CA 95065 5 02/10/99 00
0431235993 05 04/01/99 0
08851525 O 03/01/14
0
1885806 L49/G01 F 340,000.00 ZZ
180 340,000.00 1
9 GARDENIA 6.250 2,915.24 51
6.000 2,915.24 675,000.00
IRVINE CA 92620 1 02/22/99 00
0431234665 03 04/01/99 0
0001114 O 03/01/14
0
1886132 638/G01 F 112,000.00 ZZ
180 112,000.00 1
9324 KOSTNER 7.000 1,006.69 55
6.750 1,006.69 205,000.00
SKOKIE IL 60076 2 02/12/99 00
0431238682 05 04/01/99 0
08850993 O 03/01/14
0
1886135 638/G01 F 285,000.00 ZZ
180 285,000.00 1
1710 SARITTA DRIVE 6.625 2,502.28 39
6.375 2,502.28 736,000.00
REDLANDS CA 92373 2 02/03/99 00
0431238674 05 04/01/99 0
08843958 O 03/01/14
0
1886184 356/G01 F 265,000.00 ZZ
180 265,000.00 1
4119 PARK BLVD 6.875 2,363.42 59
6.625 2,363.42 450,000.00
PALO ALTO CA 94306 2 02/09/99 00
0431235464 05 04/01/99 0
2708600 O 03/01/14
0
1886331 367/367 F 300,000.00 ZZ
180 300,000.00 1
1
9902 BAID CYPRESS DRIVE 7.000 2,696.48 70
6.750 2,696.48 430,000.00
ROCKVILLE MD 20850 2 02/23/99 00
98121586 03 04/01/99 0
98121586 O 03/01/14
0
1886585 F27/F27 F 224,400.00 ZZ
180 224,400.00 1
20370 MILL POND TERRACE 6.500 1,954.77 75
6.250 1,954.77 299,213.00
GERMANTOWN MD 20876 1 02/26/99 00
6060040158 03 04/01/99 0
6060040158 O 03/01/14
0
1886602 356/G01 F 270,000.00 T
180 268,152.40 1
1978 ALOHA DRIVE 6.875 2,408.01 57
6.625 2,408.01 477,000.00
SO LAKE TAHOE CA 96150 2 12/04/98 00
0431241793 03 02/01/99 0
2690568 O 01/01/14
0
1886722 665/G01 F 300,000.00 ZZ
180 300,000.00 1
12273 ALCOSTA BOULEVARD 6.875 2,675.56 75
6.625 2,675.56 400,000.00
SAN RAMON CA 94583 5 02/12/99 00
0431238724 05 04/01/99 0
9901227983 O 03/01/14
0
1886726 665/G01 F 292,000.00 ZZ
180 292,000.00 1
242 UNION ROAD 7.000 2,624.58 64
6.750 2,624.58 460,000.00
HOLLISTER CA 95023 2 02/17/99 00
0431238039 05 04/01/99 0
9901227990 O 03/01/14
0
1886773 956/G01 F 433,500.00 ZZ
180 433,500.00 1
8336 TILLIKAM COURT SOUTH 6.500 3,776.25 78
6.250 3,776.25 560,000.00
SALEM OR 97306 2 02/16/99 00
0431237395 05 04/01/99 0
1
1409010112 O 03/01/14
0
1886781 956/G01 F 330,000.00 ZZ
180 330,000.00 1
7335 SHILOH RIDGE 6.375 2,852.03 34
6.125 2,852.03 995,000.00
SANTA ROSA CA 95403 2 02/22/99 00
0431238393 03 04/01/99 0
809011020 O 03/01/14
0
1886784 956/G01 F 350,000.00 ZZ
180 350,000.00 1
764 LEMONWOOD COURT 6.875 3,121.49 66
6.625 3,121.49 535,000.00
SAN JOSE CA 95120 2 02/02/99 00
0431241264 05 04/01/99 0
808091069 O 03/01/14
0
1887170 638/G01 F 125,000.00 ZZ
180 125,000.00 1
843 WALLACE DRIVE 6.500 1,088.88 70
6.250 1,088.88 179,500.00
WOODLAND CA 95776 2 02/12/99 00
0431238591 05 04/01/99 0
08853935 O 03/01/14
0
1887175 638/G01 F 148,800.00 ZZ
180 148,800.00 1
4702 CRESTMONT PLACE 6.625 1,306.45 80
6.375 1,306.45 186,000.00
OCEANSIDE CA 92056 2 02/18/99 00
0431241181 05 04/01/99 0
08854754 O 03/01/14
0
1887184 638/G01 F 268,700.00 ZZ
180 268,700.00 1
1751 SOUTH PLANTATION DRIVE 6.875 2,396.41 80
6.625 2,396.41 338,000.00
DUNKIRK MD 20754 2 02/17/99 00
0431238526 03 04/01/99 0
08849020 O 03/01/14
0
1
1887187 638/G01 F 379,000.00 ZZ
180 379,000.00 1
18495 CHELMSFORD DRIVE 6.875 3,380.13 54
6.625 3,380.13 705,000.00
CUPERTINO CA 95014 2 02/12/99 00
0431241173 05 04/01/99 0
08849090 O 03/01/14
0
1887190 638/G01 F 387,000.00 ZZ
180 387,000.00 1
3495 BRIAR WAY DRIVE 6.750 3,424.60 90
6.500 3,424.60 430,000.00
BEAUMONT TX 77706 2 02/22/99 10
0431238534 05 04/01/99 25
0787748 O 03/01/14
0
1887191 638/G01 F 277,000.00 ZZ
180 277,000.00 1
11869 MISSOURI AVENUE 6.750 2,451.20 77
6.500 2,451.20 360,000.00
LOS ANGELES CA 90025 2 02/10/99 00
0431238559 05 04/01/99 0
08855002 O 03/01/14
0
1887270 E82/G01 F 346,000.00 ZZ
180 346,000.00 1
46 ENCANTO DRIVE 6.875 3,085.81 73
6.625 3,085.81 480,000.00
ROLLING HILL ES CA 90274 2 02/17/99 00
0400182499 05 04/01/99 0
1572672 O 03/01/14
0
1887271 943/943 F 382,500.00 ZZ
180 377,525.35 1
412 E. CHARLTON STREET 6.750 3,384.78 85
6.500 3,384.78 450,000.00
SAVANNAH GA 31401 1 10/28/98 14
8080099790 05 12/01/98 12
8080099790 O 11/01/13
0
1887280 943/943 F 366,500.00 ZZ
180 359,309.72 1
1437 FOUNTAINE DRIVE 6.750 3,243.19 77
6.500 3,243.19 480,000.00
1
UPPER ARLINGTON OH 43221 2 09/04/98 00
8080004929 05 10/01/98 0
8080004929 O 09/01/13
0
1887371 638/G01 F 68,300.00 ZZ
180 68,300.00 1
383 BAY SHORE AVENUE 6.625 599.67 70
NO. 411 6.375 599.67 98,000.00
LONG BEACH CA 90803 2 02/05/99 00
0431241215 05 04/01/99 0
08821247 O 03/01/14
0
1887466 168/168 F 748,700.00 ZZ
180 748,700.00 1
2630 PRESERVE DRIVE 6.750 6,625.32 47
6.500 6,625.32 1,600,000.00
FINKSBURG MD 21048 2 02/23/99 00
0369593901 05 04/01/99 0
0369593901 O 03/01/14
0
1887486 562/562 F 308,000.00 ZZ
180 308,000.00 1
61 DALY ROAD 6.625 2,704.23 69
6.375 2,704.23 450,000.00
BEDMINSTER NJ 07921 5 02/25/99 00
586214 05 04/01/99 0
586214 O 03/01/14
0
1887563 956/G01 F 600,000.00 ZZ
180 600,000.00 1
16291 WITHEY 6.500 5,226.64 65
6.250 5,226.64 930,000.00
MONTE SERENO CA 95030 1 02/08/99 00
0431242262 05 04/01/99 0
809020338 O 03/01/14
0
1887859 E82/G01 F 288,100.00 ZZ
180 288,100.00 1
1265 ELSIE STREET 6.750 2,549.42 79
6.500 2,549.42 365,000.00
FORT ATKINSON WI 53538 2 02/15/99 00
0400184487 05 04/01/99 0
1585455 O 03/01/14
0
1
2716777 696/G01 F 608,850.00 ZZ
180 604,740.67 1
1596 MADDUX LANE 6.250 5,220.42 75
6.000 5,220.42 811,800.00
MCLEAN VA 22101 1 12/18/98 00
0431157767 03 02/01/99 0
2148061 O 01/01/14
0
2727610 354/354 F 337,500.00 ZZ
180 333,063.63 1
670 OGDEN STREET 6.625 2,963.23 75
6.375 2,963.23 450,000.00
DENVER CO 80218 2 10/23/98 00
0022013437 05 12/01/98 0
0022013437 O 11/01/13
0
2727618 354/354 F 795,500.00 ZZ
180 771,460.56 1
11204 WILDING LANE 6.875 7,094.71 59
6.625 7,094.71 1,350,000.00
HOUSTON TX 77024 2 12/15/98 00
0022367346 05 02/01/99 0
0022367346 O 01/01/14
0
2727619 354/354 F 234,500.00 ZZ
180 232,194.52 1
725 FERNDALE ROAD 6.625 2,058.90 73
6.375 2,058.90 325,000.00
ORONO MN 55391 2 11/20/98 00
0022367528 05 01/01/99 0
0022367528 O 12/01/13
0
2727621 354/354 F 333,750.00 ZZ
180 331,497.41 1
106 BLAKE ROAD 6.250 2,861.65 75
6.000 2,861.65 445,000.00
DENVER IA 50622 5 12/04/98 00
0022413298 05 02/01/99 0
0022413298 O 01/01/14
0
2727622 354/354 F 270,000.00 ZZ
180 268,177.69 1
1
3512 INVERNESS ROAD 6.250 2,315.04 75
6.000 2,315.04 360,000.00
WATERLOO IA 50701 5 12/09/98 00
0022413389 05 02/01/99 0
0022413389 O 01/01/14
0
2727623 354/354 F 435,000.00 ZZ
180 430,677.46 1
51 ASHTON DRIVE 6.500 3,789.32 29
6.250 3,789.32 1,550,000.00
BURR RIDGE IL 60522 2 11/20/98 00
0022417026 05 01/01/99 0
0022417026 O 12/01/13
0
2727635 354/354 F 500,000.00 ZZ
180 495,188.45 1
935 CLIFTON ROAD 6.875 4,459.28 58
6.625 4,459.28 875,000.00
ATLANTA GA 30307 1 11/18/98 00
0022532592 05 01/01/99 0
0022532592 O 12/01/13
0
2727646 354/354 F 375,000.00 ZZ
180 371,193.59 1
35 OVERBY LANE 6.250 3,215.34 52
6.000 3,215.34 725,000.00
ATLANTA GA 30327 5 11/23/98 00
0022590277 05 01/01/99 0
0022590277 O 12/01/13
0
2727649 354/354 F 278,800.00 ZZ
180 276,958.06 1
4137 NORTH BOULEVARD PARK 6.500 2,428.65 76
6.250 2,428.65 370,000.00
HOUSTON TX 77098 2 12/21/98 00
0022604565 03 02/01/99 0
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0
2727656 354/354 F 432,500.00 ZZ
180 429,673.10 1
1011 ANCHORAGE WOODS CIRCLE 6.625 3,797.32 74
6.375 3,797.32 590,000.00
ANCHORAGE KY 40223 2 12/16/98 00
0022625966 05 02/01/99 0
1
0022625966 O 01/01/14
0
2727661 354/354 F 295,000.00 ZZ
180 293,071.81 1
789 OAK TRAIL DRIVE 6.625 2,590.09 77
6.375 2,590.09 385,000.00
MARIETTA GA 30062 2 12/21/98 00
0022632871 03 02/01/99 0
0022632871 O 01/01/14
0
2727667 354/354 F 345,274.00 ZZ
180 343,041.33 1
6355 ALLISON RD 6.750 3,055.37 54
6.500 3,055.37 650,000.00
MIAMI BEACH FL 33141 2 12/23/98 00
0026898767 05 02/01/99 0
0026898767 O 01/01/14
0
2727668 354/354 F 275,000.00 ZZ
180 273,259.72 1
13834 E LONGS LANDING ROAD 7.000 2,471.78 55
6.750 2,471.78 500,000.00
JACKSONVILL FL 32225 5 12/23/98 00
0026929109 03 02/01/99 0
0026929109 O 01/01/14
0
2727672 354/354 F 300,000.00 ZZ
180 297,896.46 1
1390 RANCHITA DRIVE 6.500 2,613.33 35
6.250 2,613.33 860,000.00
LOS ALTOS CA 94024 5 12/18/98 00
0027009349 05 02/01/99 0
0027009349 O 01/01/14
0
2727674 354/354 F 556,400.00 ZZ
180 552,724.03 1
4730 TWIN VALLEY DRIVE 6.500 4,846.85 56
6.250 4,846.85 1,000,000.00
AUSTIN TX 78731 2 12/15/98 00
0027114727 03 02/01/99 0
0027114727 O 01/01/14
0
1
2727682 354/354 F 285,000.00 ZZ
180 283,117.09 1
1015 W FRANKLIN ST 6.500 2,482.66 72
6.250 2,482.66 400,000.00
RICHMOND VA 23220 5 12/18/98 00
0027208214 05 02/01/99 0
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0
2727684 354/354 F 393,000.00 ZZ
180 390,226.61 1
3090 BRANHAM PLACE 6.500 3,423.46 57
6.250 3,423.46 700,000.00
CHARLOTTESVILLE VA 22903 2 12/09/98 00
0027228592 03 02/01/99 0
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0
2727686 354/354 F 360,000.00 ZZ
180 357,672.11 1
10 SURFSONG ROAD 6.750 3,185.68 24
6.500 3,185.68 1,500,000.00
KIAWAH ISLAND SC 29455 2 12/15/98 00
0027233626 03 02/01/99 0
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0
2727706 354/354 F 362,200.00 ZZ
120 357,478.56 1
3411 ERIN KNOLL COURT 6.500 4,112.71 79
6.250 4,112.71 460,000.00
HOUSTON TX 77059 2 12/23/98 00
0027438175 03 02/01/99 0
0027438175 O 01/01/09
0
2727717 354/354 F 650,000.00 ZZ
180 645,751.47 1
5182 COLLETON WAY 6.625 5,706.96 70
6.375 5,706.96 935,000.00
BRENTWOOD TN 37027 1 12/22/98 00
0027514173 03 02/01/99 0
0027514173 O 01/01/14
0
2727720 354/354 F 325,000.00 ZZ
180 322,898.44 1
706 ENDSLIEGH COURT 6.750 2,875.96 54
6.500 2,875.96 605,000.00
1
DANVILLE CA 94506 5 12/14/98 00
0027521814 03 02/01/99 0
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0
2727721 354/354 F 316,400.00 ZZ
180 315,368.81 1
528 SOUTH 34TH CT 6.625 2,777.98 56
6.375 2,777.98 575,000.00
WEST DES MOINES IA 50265 2 01/04/99 00
0027524982 05 03/01/99 0
0027524982 O 02/01/14
0
2727722 354/354 F 269,900.00 ZZ
180 268,009.19 1
2 ELIAS LANE 7.125 2,444.84 50
6.875 2,444.84 550,000.00
MILTON MA 02186 2 12/23/98 00
0027527977 05 02/01/99 0
0027527977 O 01/01/14
0
2727727 354/354 F 288,300.00 ZZ
180 286,415.61 1
27 WILLOWEND DRIVE 6.625 2,531.26 49
6.375 2,531.26 600,000.00
HOUSTON TX 77024 2 12/22/98 00
0027536242 05 02/01/99 0
0027536242 O 01/01/14
0
2727755 354/354 F 250,000.00 ZZ
180 249,154.17 1
800 VISTA CATHEDRAL 6.500 2,177.77 20
6.250 2,177.77 1,275,000.00
SANTA FE NM 87501 2 12/30/98 00
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0
2727756 354/354 F 278,900.00 ZZ
180 277,981.19 1
3696 ROSS ROAD 6.500 2,429.52 41
6.250 2,429.52 685,000.00
PALO ALTO CA 94303 2 01/05/99 00
0027592419 05 03/01/99 0
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0
1
2727764 354/354 F 415,000.00 ZZ
180 411,873.33 1
1105 SAFETY HARBOR COVE 6.500 3,615.10 67
6.250 3,615.10 625,000.00
OLD HICKORY TN 37138 2 12/23/98 00
0027607514 03 02/01/99 0
0027607514 O 01/01/14
0
2731193 707/707 F 400,000.00 ZZ
180 392,152.53 1
61-353 KAMEHAMEHA HIGHWAY 6.750 3,539.64 52
6.500 3,539.64 770,000.00
HALEIWA HI 96712 5 07/31/98 00
613835 05 10/01/98 0
613835 O 09/01/13
0
2731194 707/707 F 562,000.00 ZZ
180 553,787.91 1
678 KAULANA PL 6.500 4,895.62 75
6.250 4,895.62 750,000.00
HONOLULU HI 96821 2 10/06/98 00
622052 03 12/01/98 0
622052 O 11/01/13
0
2731195 707/707 F 620,000.00 T
180 611,936.53 1
307 OLOMANA ROAD 6.750 5,486.44 43
6.500 5,486.44 1,450,000.00
KAMUELA HI 96743 1 10/17/98 00
622656 03 12/01/98 0
622656 O 11/01/13
0
2731196 707/707 F 460,000.00 ZZ
180 454,189.70 1
1355 PUEO STREET 6.625 4,038.77 67
6.375 4,038.77 690,000.00
HONOLULU HI 96816 2 11/12/98 00
5897491 05 01/01/99 0
5897491 O 12/01/13
0
2731197 707/707 F 700,000.00 T
180 695,424.65 1
1
75-5572 KONA BAY DR #19 6.625 6,145.96 43
6.375 6,145.96 1,650,000.00
KAILUA-KONA HI 96740 1 12/03/98 00
6607586 05 02/01/99 0
6607586 O 01/01/14
0
2733200 286/286 F 350,000.00 ZZ
180 347,637.73 1
19540 SUMMERCHILL CT 6.250 3,000.99 54
6.000 3,000.99 650,000.00
BROOKFIELD WI 53045 1 12/10/98 00
0000605501 05 02/01/99 0
0000605501 O 01/01/14
0
2733201 286/286 F 355,000.00 ZZ
180 353,843.02 1
10804 LOCKLAND ROAD 6.625 3,116.88 53
6.375 3,116.88 670,000.00
POTOMAC MD 20854 2 01/13/99 00
0000605700 05 03/01/99 0
0000605700 O 02/01/14
0
2733206 286/286 F 649,950.00 ZZ
180 645,563.28 1
296 CUSHING DR 6.250 5,572.82 77
6.000 5,572.82 850,000.00
SAVANNAH GA 31406 5 12/18/98 00
0000606486 05 02/01/99 0
0000606486 O 01/01/14
0
2733207 286/286 F 406,500.00 ZZ
180 403,871.43 1
3621 91ST AVE NE 6.750 3,597.16 59
6.500 3,597.16 700,000.00
BELLEVUE WA 98004 2 01/05/99 00
0000606786 05 02/01/99 0
0000606786 O 01/01/14
0
2733210 286/286 F 252,920.00 ZZ
180 251,266.87 1
9825 MEADOW LN 6.625 2,220.63 80
6.375 2,220.63 319,900.00
HIGHLAND UT 84003 1 12/07/98 00
0000607261 05 02/01/99 0
1
0000607261 O 01/01/14
0
2733211 286/286 F 473,000.00 ZZ
180 471,424.90 1
82 WASHINGTON ST 6.375 4,087.91 79
6.125 4,087.91 600,000.00
WELLESLEY MA 02481 2 01/11/99 00
0000607705 05 03/01/99 0
0000607705 O 02/01/14
0
2733214 286/286 F 560,000.00 ZZ
180 556,417.66 1
736 THE HAMPTONS 6.875 4,994.39 60
6.625 4,994.39 935,000.00
CHESTERFIELD MO 63017 2 01/04/99 00
0000607956 03 02/01/99 0
0000607956 O 01/01/14
0
2733215 286/286 F 278,850.00 ZZ
180 277,027.37 1
4303 ESTESWOOD DR 6.625 2,448.29 75
6.375 2,448.29 375,000.00
NASHVILLE TN 37215 2 12/23/98 00
0000607999 05 02/01/99 0
0000607999 O 01/01/14
0
2733216 286/286 F 303,200.00 ZZ
180 301,218.22 1
2322 HALES RD 6.625 2,662.08 61
6.375 2,662.08 504,000.00
RALEIGH NC 27608 2 12/28/98 00
0000608015 05 02/01/99 0
0000608015 O 01/01/14
0
2733217 286/286 F 300,000.00 ZZ
180 299,022.26 1
5440 S YOSEMITE 6.625 2,633.99 38
6.375 2,633.99 790,000.00
ENGLEWOOD CO 80111 2 12/30/98 00
0000608063 05 03/01/99 0
0000608063 O 02/01/14
0
1
2733218 286/286 F 298,000.00 ZZ
180 296,031.21 1
3006 E MANZANITA PL 6.500 2,595.91 69
6.250 2,595.91 438,000.00
TUCSON AZ 85718 2 12/28/98 00
0000608212 05 02/01/99 0
0000608212 O 01/01/14
0
2733223 286/286 F 645,000.00 ZZ
180 625,323.80 1
2112 CLUB VISTA PL 6.500 5,618.65 79
6.250 5,618.65 820,000.00
LOUISVILLE KY 40245 2 11/20/98 00
0000998016 05 01/01/99 0
0000998016 O 12/01/13
0
2733227 286/286 F 280,000.00 ZZ
180 276,285.57 1
3 MULHERIN LN 6.125 2,381.75 67
5.875 2,381.75 424,000.00
WELLESLEY MA 02481 2 11/24/98 00
0000999829 05 01/01/99 0
0000999829 O 12/01/13
0
2733229 286/286 F 423,200.00 ZZ
180 419,039.36 1
2611 OATES LN 6.625 3,715.67 80
6.375 3,715.67 529,000.00
ARLINGTON TX 76006 1 11/30/98 00
0008751829 03 01/01/99 0
0008751829 O 12/01/13
0
2733231 286/286 F 270,000.00 ZZ
180 267,208.46 1
87 WINDHAM DR 6.250 2,315.05 72
6.000 2,315.05 380,000.00
EAST LONGMEADOW MA 01028 2 11/25/98 00
0008772336 05 01/01/99 0
0008772336 O 12/01/13
0
2733233 286/286 F 480,000.00 ZZ
180 476,760.33 1
385 FAIRWAY DR 6.250 4,115.63 58
6.000 4,115.63 830,000.00
1
SNOWMASS VILLAG CO 81615 2 12/22/98 00
0008970279 05 02/01/99 0
0008970279 O 01/01/14
0
2733234 286/286 F 399,000.00 T
180 396,307.01 1
14 HENRY LN(400 E MILL ST) 6.250 3,421.12 76
6.000 3,421.12 525,000.00
MOUNT HOLLY NJ 08060 2 12/17/98 00
0008970280 05 02/01/99 0
0008970280 O 01/01/14
0
2733236 286/286 F 178,000.00 ZZ
180 175,582.10 1
1811 ROSEWOOD LANE 6.625 1,562.83 79
6.375 1,562.83 228,000.00
SUGARLAND TX 77479 1 10/30/98 00
0009049344 03 12/01/98 0
0009049344 O 11/01/13
0
2733239 286/286 F 602,400.00 ZZ
180 598,377.34 1
200 NEPTUNE WAY 6.375 5,206.25 53
6.125 5,206.25 1,150,000.00
STEVENSVILLE MD 21666 2 12/14/98 00
0009369168 05 02/01/99 0
0009369168 O 01/01/14
0
2733240 286/286 F 360,000.00 ZZ
180 357,596.01 1
569 HIGHBANK RD 6.375 3,111.31 58
6.125 3,111.31 630,000.00
SEVERNA PARK MD 21146 2 12/18/98 00
0009369169 05 02/01/99 0
0009369169 O 01/01/14
0
2733242 286/286 F 419,000.00 ZZ
180 414,967.93 1
11821 SEA STAR DRIVE 6.875 3,736.87 55
6.625 3,736.87 765,000.00
INDIANAPOLIS IN 46256 2 11/25/98 00
0009376461 03 01/01/99 0
0009376461 O 12/01/13
0
1
2733243 286/286 F 418,000.00 ZZ
180 413,588.83 1
12777 OLIVE 6.625 3,670.02 80
6.375 3,670.02 525,000.00
EVANS GA 30809 2 11/20/98 00
0009381010 05 01/01/99 0
0009381010 O 12/01/13
0
2733245 286/286 F 270,000.00 ZZ
180 268,227.18 1
830 CROSSFIRE RIDGE 6.625 2,370.59 76
6.375 2,370.59 357,000.00
MARIETTA GA 30064 2 12/22/98 00
0009392795 03 02/01/99 0
0009392795 O 01/01/14
0
2733248 286/286 F 375,000.00 ZZ
180 371,233.80 1
24933 FAIRMOUNT 6.375 3,240.94 69
6.125 3,240.94 550,000.00
DEARBORN MI 48124 5 11/25/98 00
0009407713 05 01/01/99 0
0009407713 O 12/01/13
0
2733249 286/286 F 62,000.00 ZZ
180 61,611.87 1
23547 CUNNINGHAM 7.125 561.62 50
6.875 561.62 125,000.00
WARREN MI 48091 2 12/23/98 00
0009408425 05 02/01/99 0
0009408425 O 01/01/14
0
2733253 286/286 F 360,000.00 ZZ
180 356,535.69 1
631 TIMBERLINE TRL 6.875 3,210.68 60
6.625 3,210.68 600,000.00
MAYFIELD VLG OH 44143 2 12/09/98 00
0009416817 05 02/01/99 0
0009416817 O 01/01/14
0
2733255 286/286 F 425,000.00 ZZ
180 422,131.53 1
1
1800 GILDENBOROUGH CT 6.250 3,644.05 76
6.000 3,644.05 560,000.00
MIDLOTHIAN VA 23113 5 12/15/98 00
0009418022 05 02/01/99 0
0009418022 O 01/01/14
0
2733258 286/286 F 357,050.00 ZZ
180 353,539.69 1
17531 WOODS EDGE DR 6.625 3,134.88 61
6.375 3,134.88 588,000.00
DALLAS TX 75287 2 11/30/98 00
0009420047 03 01/01/99 0
0009420047 O 12/01/13
0
2733263 286/286 F 407,000.00 ZZ
180 404,295.20 1
510 DEMI JOHN BEND ROAD 6.625 3,573.44 71
6.375 3,573.44 575,000.00
NEW BRAUNFELS TX 78133 2 12/30/98 00
0009437636 05 02/01/99 0
0009437636 O 01/01/14
0
2733264 286/286 F 400,000.00 ZZ
180 398,682.24 1
1008 CHINOE RD 6.500 3,484.43 44
6.250 3,484.43 925,000.00
LEXINGTON KY 40502 2 01/15/99 00
0009441623 03 03/01/99 0
0009441623 O 02/01/14
0
2733266 286/286 F 350,000.00 ZZ
180 346,058.13 1
9909 KOUPELA DR 6.375 3,024.88 62
6.125 3,024.88 570,000.00
RALEIGH NC 27614 1 12/18/98 00
0009444716 03 02/01/99 0
0009444716 O 01/01/14
0
2734658 G75/G75 F 330,000.00 ZZ
180 327,796.36 1
2095 FARMVIEW DRIVE 6.375 2,852.03 75
6.125 2,852.03 440,000.00
NEWTON PA 19067 5 12/04/98 00
03687829 05 02/01/99 0
1
03687829 O 01/01/14
0
2734662 G75/G75 F 430,000.00 T
180 427,219.46 1
105 S. 14TH STREET 6.750 3,805.12 47
6.500 3,805.12 925,000.00
LONGPORT NJ 08403 2 12/23/98 00
03727318 05 02/01/99 0
03727318 O 01/01/14
0
2736607 286/286 F 318,750.00 ZZ
180 312,692.12 1
2225 SPINNAKER CIR 7.125 2,887.34 75
6.750 2,887.34 425,000.00
VIRGINIA BEACH VA 23451 2 08/19/98 00
0008742713 05 10/01/98 0
0008742713 O 09/01/13
0
2736608 286/286 F 403,000.00 ZZ
180 401,700.69 1
2616 EDGEHILL RD 6.750 3,566.19 73
6.500 3,566.19 556,000.00
TOLEDO OH 43615 2 01/27/99 00
0009457462 05 03/01/99 0
0009457462 O 02/01/14
0
2738332 696/G01 F 403,200.00 ZZ
180 403,200.00 1
823 TURKEY RUN ROAD 6.625 3,540.07 80
6.375 3,540.07 504,000.00
MCLEAN VA 22101 1 02/08/99 00
0431215573 05 04/01/99 0
2378294 O 03/01/14
0
2738334 696/G01 F 296,000.00 ZZ
180 296,000.00 1
3704 MORNINGSIDE DRIVE 6.750 2,619.33 80
6.500 2,619.33 370,000.00
FAIRFAX VA 22031 2 02/05/99 00
0431215508 05 04/01/99 0
90399001 O 03/01/14
0
1
2745965 K08/G01 F 380,000.00 ZZ
180 380,000.00 1
1446 HONEYSUCKLE COURT NE 6.875 3,389.05 57
6.625 3,389.05 677,000.00
ALBUQUERQUE NM 87122 5 02/11/99 00
0411290315 05 04/01/99 0
0411290315 O 03/01/14
0
2746732 K08/G01 F 110,000.00 ZZ
180 110,000.00 1
2400 BRATTON 7.125 996.41 51
6.875 996.41 219,000.00
BLOOMFIELD TWP MI 48302 2 02/12/99 00
0411284276 05 04/01/99 0
0411284276 O 03/01/14
0
2746734 K08/G01 F 375,000.00 ZZ
180 375,000.00 1
27000 BLACK OAK RIDGE ROA 6.625 3,292.48 60
6.375 3,292.48 630,000.00
FORESTHILL CA 95631 5 02/10/99 00
0411267628 05 04/01/99 0
0411267628 O 03/01/14
0
2746735 K08/G01 F 399,900.00 ZZ
180 399,900.00 1
68373 LAKE ANGELA POINTE 6.875 3,566.53 61
6.625 3,566.53 658,000.00
RICHMOND MI 48062 2 02/12/99 00
0411246960 01 04/01/99 0
0411246960 O 03/01/14
0
2746748 K08/G01 F 113,000.00 ZZ
180 113,000.00 1
43 SPRINGDALE AVE 6.500 984.35 64
6.250 984.35 177,000.00
CLIFTON NJ 07013 2 02/12/99 00
0411216450 05 04/01/99 0
0411216450 O 03/01/14
0
2746782 K08/G01 F 349,200.00 ZZ
180 349,200.00 1
34 CEDAR HOLLOW DRIVE 6.750 3,090.10 80
6.500 3,090.10 436,500.00
1
DANVILLE CA 94526 1 02/16/99 00
0411277296 03 04/01/99 0
0411277296 O 03/01/14
0
2748113 K08/G01 F 224,000.00 ZZ
180 224,000.00 1
108 HAWKESBURY COURT 6.875 1,997.75 80
6.625 1,997.75 280,000.00
VALLEJO CA 94591 2 02/12/99 00
0411283112 05 04/01/99 0
0411283112 O 03/01/14
0
2748675 K08/G01 F 34,200.00 ZZ
180 34,200.00 1
104 NUCKOLLS 6.750 302.64 95
6.500 302.64 36,000.00
GLENWOOD IA 51534 2 02/12/99 04
0411274558 05 04/01/99 30
0411274558 O 03/01/14
0
2748679 K08/G01 F 84,000.00 ZZ
180 84,000.00 1
23264 AVENUE 188 6.875 749.16 53
6.625 749.16 161,000.00
PORTERVILLE CA 93257 2 02/09/99 00
0411261621 05 04/01/99 0
0411261621 O 03/01/14
0
2748687 K08/G01 F 611,000.00 ZZ
180 611,000.00 1
805 NORTH SHORE DRIVE 7.000 5,491.84 72
6.750 5,491.84 850,000.00
HIGHLAND VILLAG TX 75067 2 02/12/99 00
0411201387 03 04/01/99 0
0411201387 O 03/01/14
0
2749258 K08/G01 F 612,000.00 ZZ
180 612,000.00 1
717 AVENUE A 6.875 5,458.15 80
6.625 5,458.15 765,000.00
REDONDO BEACH CA 90277 1 02/11/99 00
0411264476 05 04/01/99 0
0411264476 O 03/01/14
0
1
TOTAL NUMBER OF LOANS : 776
TOTAL ORIGINAL BALANCE : 258,274,244.30
TOTAL PRINCIPAL BALANCE : 256,531,515.88
TOTAL ORIGINAL P+I : 2,298,657.34
TOTAL CURRENT P+I : 2,298,657.34
***************************
* END OF REPORT *
***************************
1
RUN ON : 03/25/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.01.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 1999-S8 CUTOFF : 03/01/99
POOL : 0004366
:
:
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
------------------------------------------------------------------------------
1774853 .2500
115,475.15 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.2500 1.0450
1774971 .2500
238,411.74 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1791285 .2500
450,526.88 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1812450 .2500
261,882.31 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1827961 .2500
495,344.98 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1829752 .2500
270,149.37 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
1829864 .2500
80,193.30 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1832201 .2500
246,183.11 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1833582 .2500
306,718.62 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1847084 .2500
326,983.41 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.2500 1.1700
1855407 .2500
290,174.78 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1857405 .2500
313,995.35 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1860081 .2500
329,853.18 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1860195 .2500
169,530.37 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
1860469 .2500
347,090.98 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1862084 .2500
284,071.16 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1862270 .2500
338,927.31 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1862476 .2500
265,448.59 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1862546 .2500
131,232.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1865147 .2500
250,689.14 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1865169 .2500
305,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1867238 .2500
292,108.10 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1867240 .2500
260,524.29 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1867242 .2500
365,462.56 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1867247 .2500
327,323.10 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1867251 .2500
323,352.55 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1867260 .2500
375,004.97 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1867430 .2500
446,995.03 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1868330 .2500
272,381.96 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1869143 .2500
342,745.01 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
1869145 .2500
238,414.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1869148 .2500
238,345.35 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1869149 .2500
268,309.75 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1869150 .2500
231,559.98 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1869152 .2500
229,970.55 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1869156 .2500
357,518.03 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1869158 .2500
238,414.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1869159 .2500
231,235.51 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
1869167 .2500
263,304.78 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1869170 .2500
302,076.19 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1869175 .2500
298,060.10 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1869191 .2500
396,085.05 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1869195 .2500
254,344.62 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1869202 .2500
238,431.30 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1869203 .2500
618,920.74 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1869204 .2500
306,786.10 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
1869205 .2500
239,234.54 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1869208 .2500
326,684.72 .0300
6.5000 .0000
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2727722 .2500
268,009.19 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2727727 .2500
286,415.61 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2727755 .2500
249,154.17 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2727756 .2500
277,981.19 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2727764 .2500
411,873.33 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2731193 .2500
392,152.53 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2731194 .2500
553,787.91 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2731195 .2500
611,936.53 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
2731196 .2500
454,189.70 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2731197 .2500
695,424.65 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733200 .2500
347,637.73 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2733201 .2500
353,843.02 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733206 .2500
645,563.28 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2733207 .2500
403,871.43 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2733210 .2500
251,266.87 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733211 .2500
471,424.90 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1
2733214 .2500
556,417.66 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2733215 .2500
277,027.37 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733216 .2500
301,218.22 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733217 .2500
299,022.26 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733218 .2500
296,031.21 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2733223 .2500
625,323.80 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2733227 .2500
276,285.57 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
2733229 .2500
419,039.36 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
2733231 .2500
267,208.46 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2733233 .2500
476,760.33 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2733234 .2500
396,307.01 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2733236 .2500
175,582.10 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733239 .2500
598,377.34 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2733240 .2500
357,596.01 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2733242 .2500
414,967.93 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2733243 .2500
413,588.83 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
2733245 .2500
268,227.18 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733248 .2500
371,233.80 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2733249 .2500
61,611.87 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2733253 .2500
356,535.69 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2733255 .2500
422,131.53 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2733258 .2500
353,539.69 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733263 .2500
404,295.20 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2733264 .2500
398,682.24 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2733266 .2500
346,058.13 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2734658 .2500
327,796.36 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2734662 .2500
427,219.46 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2736607 .3750
312,692.12 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2736608 .2500
401,700.69 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2738332 .2500
403,200.00 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2738334 .2500
296,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2745965 .2500
380,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
2746732 .2500
110,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2746734 .2500
375,000.00 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2746735 .2500
399,900.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2746748 .2500
113,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2746782 .2500
349,200.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2748113 .2500
224,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2748675 .2500
34,200.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2748679 .2500
84,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
2748687 .2500
611,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2749258 .2500
612,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
TOTAL NUMBER OF LOANS: 776
TOTAL BALANCE........: 256,531,515.88
1
RUN ON : 03/25/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.01.55 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 1999-S8 FIXED SUMMARY REPORT CUTOFF : 03/01/99
POOL : 0004366
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 6.7415 5.7500 8.0000
RFC NET RATE 6.4914 5.5000 7.7500
NET MTG RATE(INVSTR RATE) 6.4234 5.4700 7.6700
POST STRIP RATE 6.2178 5.4700 6.2500
SUB SERV FEE .2502 .2500 .3750
MSTR SERV FEE .0680 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2056 .0000 1.4200
TOTAL NUMBER OF LOANS: 776
TOTAL BALANCE........: 256,531,515.88
***************************
* END OF REPORT *
***************************
<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-S8,
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
I-1-3
<PAGE>
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 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 North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1999-S8
Re: Mortgage Pass-Through Certificates,
Series 1999-S8, 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-S8, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
March 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 North State Street - 9th Floor
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S8
Re: Mortgage Pass-Through Certificates,
Series 1999-S8, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S8, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 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 North State Street - 9th Floor
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S8
Re: Mortgage Pass-Through Certificates,
Series 1999-S8, [Class M-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S8, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 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 North State Street - 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1999-S8
Re: Mortgage Pass-Through Certificates,
Series 1999-S8, [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-S8, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 1999 among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not
K-1
<PAGE>
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of March 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.
L-1
<PAGE>
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
L-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein
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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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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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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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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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EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1999-S8
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1999-S8
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 March 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-S8 (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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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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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 North State Street - 9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1999-S8
Re: Mortgage Pass-Through Certificates, Series 1999-S8
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
March 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:
O-2
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EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1870160 502,933.4 5.470 0.1248000000 62,766.1
1869148 238,345.4 5.720 0.0848000000 20,211.7
1869156 357,518.0 5.720 0.0848000000 30,317.5
1869204 306,786.1 5.720 0.0848000000 26,015.5
1869211 668,616.0 5.720 0.0848000000 56,698.6
1884299 258,607.7 5.720 0.0848000000 21,929.9
1884539 348,796.5 5.720 0.0848000000 29,577.9
1869228 375,882.3 5.845 0.0648000000 24,357.2
1882397 350,000.0 5.845 0.0648000000 22,680.0
1884744 265,178.6 5.845 0.0648000000 17,183.6
1885076 297,953.6 5.845 0.0648000000 19,307.4
1885084 382,693.6 5.845 0.0648000000 24,798.5
2733227 276,285.6 5.845 0.0648000000 17,903.3
1869216 238,380.2 5.970 0.0448000000 10,679.4
1869235 238,380.2 5.970 0.0448000000 10,679.4
1869241 238,380.2 5.970 0.0448000000 10,679.4
1869264 297,975.2 5.970 0.0448000000 13,349.3
1878796 369,000.0 5.970 0.0448000000 16,531.2
1880865 320,000.0 5.970 0.0448000000 14,336.0
1880986 526,222.8 5.970 0.0448000000 23,574.8
1884491 430,077.5 5.970 0.0448000000 19,267.5
1884505 317,527.6 5.970 0.0448000000 14,225.2
1884516 263,410.1 5.970 0.0448000000 11,800.8
1884517 249,554.2 5.970 0.0448000000 11,180.0
1884519 252,945.7 5.970 0.0448000000 11,332.0
1884546 337,705.2 5.970 0.0448000000 15,129.2
1884767 244,339.7 5.970 0.0448000000 10,946.4
1884820 417,165.3 5.970 0.0448000000 18,689.0
1884860 248,312.7 5.970 0.0448000000 11,124.4
1884989 328,835.9 5.970 0.0448000000 14,731.8
1885541 390,680.6 5.970 0.0448000000 17,502.5
1885806 340,000.0 5.970 0.0448000000 15,232.0
2716777 604,740.7 5.970 0.0448000000 27,092.4
2727621 331,497.4 5.970 0.0448000000 14,851.1
2727622 268,177.7 5.970 0.0448000000 12,014.4
2727646 371,193.6 5.970 0.0448000000 16,629.5
2733200 347,637.7 5.970 0.0448000000 15,574.2
2733206 645,563.3 5.970 0.0448000000 28,921.2
2733231 267,208.5 5.970 0.0448000000 11,970.9
2733233 476,760.3 5.970 0.0448000000 21,358.9
2733234 396,307.0 5.970 0.0448000000 17,754.6
2733255 422,131.5 5.970 0.0448000000 18,911.5
1827961 495,345.0 6.095 0.0248000000 12,284.6
1867430 446,995.0 6.095 0.0248000000 11,085.5
1870162 289,056.8 6.095 0.0248000000 7,168.6
1870197 352,325.6 6.095 0.0248000000 8,737.7
1872032 105,148.7 6.095 0.0248000000 2,607.7
1876426 343,851.2 6.095 0.0248000000 8,527.5
1880294 264,000.0 6.095 0.0248000000 6,547.2
1880790 69,766.9 6.095 0.0248000000 1,730.2
1881522 201,000.0 6.095 0.0248000000 4,984.8
1881640 139,533.8 6.095 0.0248000000 3,460.4
1881646 153,000.0 6.095 0.0248000000 3,794.4
1881817 294,590.4 6.095 0.0248000000 7,305.8
1882960 598,002.0 6.095 0.0248000000 14,830.4
1883852 266,500.0 6.095 0.0248000000 6,609.2
1884314 506,308.4 6.095 0.0248000000 12,556.4
1884508 265,217.1 6.095 0.0248000000 6,577.4
1884664 469,500.0 6.095 0.0248000000 11,643.6
1884741 306,185.6 6.095 0.0248000000 7,593.4
1884758 251,576.2 6.095 0.0248000000 6,239.1
1884818 267,288.3 6.095 0.0248000000 6,628.8
1884847 276,197.9 6.095 0.0248000000 6,849.7
1884889 263,727.1 6.095 0.0248000000 6,540.4
1884915 324,319.7 6.095 0.0248000000 8,043.1
1884959 595,993.4 6.095 0.0248000000 14,780.6
1884975 338,867.8 6.095 0.0248000000 8,403.9
1884983 496,661.1 6.095 0.0248000000 12,317.2
1884984 345,707.4 6.095 0.0248000000 8,573.5
1884985 433,584.3 6.095 0.0248000000 10,752.9
1885048 373,751.3 6.095 0.0248000000 9,269.0
1885077 346,484.9 6.095 0.0248000000 8,592.8
1885086 389,698.0 6.095 0.0248000000 9,664.5
1886781 330,000.0 6.095 0.0248000000 8,184.0
2733211 471,424.9 6.095 0.0248000000 11,691.3
2733239 598,377.3 6.095 0.0248000000 14,839.8
2733240 357,596.0 6.095 0.0248000000 8,868.4
2733248 371,233.8 6.095 0.0248000000 9,206.6
2733266 346,058.1 6.095 0.0248000000 8,582.2
2734658 327,796.4 6.095 0.0248000000 8,129.3
1883004 978,000.0 6.170 0.0128000000 12,518.4
1867247 327,323.1 6.220 0.0048000000 1,571.2
1869145 238,414.4 6.220 0.0048000000 1,144.4
1869150 231,560.0 6.220 0.0048000000 1,111.5
1869152 229,970.6 6.220 0.0048000000 1,103.9
1869158 238,414.4 6.220 0.0048000000 1,144.4
1869159 231,235.5 6.220 0.0048000000 1,109.9
1869208 326,684.7 6.220 0.0048000000 1,568.1
1869213 469,923.0 6.220 0.0048000000 2,255.6
1869221 238,414.4 6.220 0.0048000000 1,144.4
1869232 263,249.2 6.220 0.0048000000 1,263.6
1869249 285,094.6 6.220 0.0048000000 1,368.5
1870161 262,547.4 6.220 0.0048000000 1,260.2
1870165 283,613.8 6.220 0.0048000000 1,361.3
1870447 316,679.3 6.220 0.0048000000 1,520.1
1872376 343,863.4 6.220 0.0048000000 1,650.5
1872512 150,000.0 6.220 0.0048000000 720.0
1872823 115,500.0 6.220 0.0048000000 554.4
1873937 483,285.9 6.220 0.0048000000 2,319.8
1874600 384,728.4 6.220 0.0048000000 1,846.7
1874899 112,129.4 6.220 0.0048000000 538.2
1875514 109,637.6 6.220 0.0048000000 526.3
1877008 293,000.0 6.220 0.0048000000 1,406.4
1877651 308,978.7 6.220 0.0048000000 1,483.1
1878078 173,426.8 6.220 0.0048000000 832.4
1880985 74,305.8 6.220 0.0048000000 356.7
1881239 99,670.6 6.220 0.0048000000 478.4
1881594 343,000.0 6.220 0.0048000000 1,646.4
1881617 700,000.0 6.220 0.0048000000 3,360.0
1882008 265,000.0 6.220 0.0048000000 1,272.0
1882292 357,817.3 6.220 0.0048000000 1,717.5
1883473 350,000.0 6.220 0.0048000000 1,680.0
1884240 304,000.0 6.220 0.0048000000 1,459.2
1884257 478,900.0 6.220 0.0048000000 2,298.7
1884507 263,249.2 6.220 0.0048000000 1,263.6
1884515 396,025.3 6.220 0.0048000000 1,900.9
1884518 294,028.2 6.220 0.0048000000 1,411.3
1884537 293,051.0 6.220 0.0048000000 1,406.6
1884549 311,470.5 6.220 0.0048000000 1,495.1
1884745 529,103.6 6.220 0.0048000000 2,539.7
1884748 435,627.7 6.220 0.0048000000 2,091.0
1884752 384,144.5 6.220 0.0048000000 1,843.9
1884765 272,267.4 6.220 0.0048000000 1,306.9
1884772 268,216.2 6.220 0.0048000000 1,287.4
1884776 271,772.4 6.220 0.0048000000 1,304.5
1884848 290,899.5 6.220 0.0048000000 1,396.3
1884854 267,894.8 6.220 0.0048000000 1,285.9
1884862 298,018.0 6.220 0.0048000000 1,430.5
1884863 325,650.2 6.220 0.0048000000 1,563.1
1884871 268,216.2 6.220 0.0048000000 1,287.4
1884879 499,447.7 6.220 0.0048000000 2,397.3
1884885 301,743.2 6.220 0.0048000000 1,448.4
1884887 277,217.7 6.220 0.0048000000 1,330.6
1884891 506,382.3 6.220 0.0048000000 2,430.6
1884917 697,693.9 6.220 0.0048000000 3,348.9
1884919 697,693.9 6.220 0.0048000000 3,348.9
1884926 284,061.1 6.220 0.0048000000 1,363.5
1884951 371,273.7 6.220 0.0048000000 1,782.1
1884956 297,018.9 6.220 0.0048000000 1,425.7
1884961 572,194.6 6.220 0.0048000000 2,746.5
1884962 289,673.5 6.220 0.0048000000 1,390.4
1884963 282,067.7 6.220 0.0048000000 1,353.9
1884966 298,016.3 6.220 0.0048000000 1,430.5
1884968 261,277.6 6.220 0.0048000000 1,254.1
1884971 396,363.9 6.220 0.0048000000 1,902.5
1884972 251,971.1 6.220 0.0048000000 1,209.5
1884973 394,873.8 6.220 0.0048000000 1,895.4
1884976 314,959.0 6.220 0.0048000000 1,511.8
1884977 300,979.2 6.220 0.0048000000 1,444.7
1884978 305,291.6 6.220 0.0048000000 1,465.4
1884981 252,023.9 6.220 0.0048000000 1,209.7
1885006 411,390.2 6.220 0.0048000000 1,974.7
1885029 279,077.6 6.220 0.0048000000 1,339.6
1885050 581,135.1 6.220 0.0048000000 2,789.4
1885060 277,000.0 6.220 0.0048000000 1,329.6
1885061 486,762.7 6.220 0.0048000000 2,336.5
1885080 318,945.8 6.220 0.0048000000 1,530.9
1885092 270,000.0 6.220 0.0048000000 1,296.0
1885258 343,000.0 6.220 0.0048000000 1,646.4
1885494 358,000.0 6.220 0.0048000000 1,718.4
1886585 224,400.0 6.220 0.0048000000 1,077.1
1886773 433,500.0 6.220 0.0048000000 2,080.8
1887170 125,000.0 6.220 0.0048000000 600.0
1887563 600,000.0 6.220 0.0048000000 2,880.0
2727623 430,677.5 6.220 0.0048000000 2,067.3
2727649 276,958.1 6.220 0.0048000000 1,329.4
2727672 297,896.5 6.220 0.0048000000 1,429.9
2727674 552,724.0 6.220 0.0048000000 2,653.1
2727682 283,117.1 6.220 0.0048000000 1,359.0
2727684 390,226.6 6.220 0.0048000000 1,873.1
2727706 357,478.6 6.220 0.0048000000 1,715.9
2727755 249,154.2 6.220 0.0048000000 1,195.9
2727756 277,981.2 6.220 0.0048000000 1,334.3
2727764 411,873.3 6.220 0.0048000000 1,977.0
2731194 553,787.9 6.220 0.0048000000 2,658.2
2733218 296,031.2 6.220 0.0048000000 1,420.9
2733223 625,323.8 6.220 0.0048000000 3,001.6
2733264 398,682.2 6.220 0.0048000000 1,913.7
2746748 113,000.0 6.220 0.0048000000 542.4
$61,495,728.22 0.0215167224 $1,323,186.52
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One North State Street - 9th Floor
Chicago, Illinois 60602
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1999-S8
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 March 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:
R-1
<PAGE>
EXHIBIT R
<TABLE>
<CAPTION>
Planned Principal Balances
Distribution Date Class A-2 Class A-3 Class A-4 Class A-5 Class A-8 Class A-9
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance.... 28,015,80013,852,470 14,584,31934,416,00015,000,000.4,707,211.00
April 25, 1999..... 27,526,11313,852,470.14,584,31934,366,59415,000,000.4,707,211.00
May 25, 1999....... 27,004,21713,852,470.14,584,31934,317,25215,000,000.4,707,211.00
June 25, 1999...... 26,450,41213,852,470.14,584,31934,247,63515,000,000.4,707,211.00
July 25, 1999...... 25,865,02113,852,470.14,584,31934,164,22615,000,000.4,707,211.00
August 25, 1999.... 25,248,39113,852,470.14,584,31934,067,46915,000,000.4,707,211.00
September 25, 1999. 24,600,88713,852,470.14,584,31933,957,57615,000,000.4,707,211.00
October 25, 1999... 23,922,89513,852,470.14,584,31933,834,77815,000,000.4,707,211.00
November 25, 1999.. 23,214,82513,852,470.14,584,31933,699,32915,000,000.4,707,211.00
December 25, 1999.. 22,477,10313,852,470.14,584,31933,551,50315,000,000.4,707,211.00
January 25, 2000... 21,710,17913,852,470.14,584,31933,391,59515,000,000.4,707,211.00
February 25, 2000.. 20,914,52013,852,470.14,584,31933,219,92015,000,000.4,707,211.00
March 25, 2000..... 20,090,61313,852,470.14,584,31933,036,81015,000,000.4,707,211.00
April 25, 2000..... 19,238,96313,852,470.14,584,31932,842,61815,000,000.4,707,211.00
May 25, 2000....... 18,360,09613,852,470.14,584,31932,637,71515,000,000.4,707,211.00
June 25, 2000...... 17,454,55313,852,470.14,584,31932,422,48915,000,000.4,707,211.00
July 25, 2000...... 16,522,89513,852,470.14,584,31932,197,34515,000,000.4,707,211.00
August 25, 2000.... 15,565,69613,852,470.14,584,31931,962,70215,000,000.4,707,211.00
September 25, 2000. 14,583,55213,852,470.14,584,31931,718,99815,000,000.4,707,211.00
October 25, 2000... 13,577,07113,852,470.14,584,31931,466,68315,000,000.4,707,211.00
November 25, 2000.. 12,546,87713,852,470.14,584,31931,206,22115,000,000.4,707,211.00
December 25, 2000.. 11,493,61013,852,470.14,584,31930,938,08815,000,000.4,707,211.00
January 25, 2001... 10,417,92413,852,470.14,584,31930,662,77515,000,000.4,707,211.00
February 25, 2001.. 9,320,484.13,852,470.14,584,31930,380,77915,000,000.4,707,211.00
March 25, 2001..... 8,201,973.13,852,470.14,584,31930,092,61315,000,000.4,707,211.00
April 25, 2001..... 7,063,082.13,852,470.14,584,31929,798,79415,000,000.4,707,211.00
May 25, 2001....... 5,904,515.13,852,470.14,584,31929,499,84915,000,000.4,707,211.00
June 25, 2001...... 4,726,989.13,852,470.14,584,31929,196,31215,000,000.4,707,211.00
July 25, 2001...... 3,531,229.13,852,470.14,584,31928,888,72515,000,000.4,707,211.00
August 25, 2001.... 2,344,736.13,852,470.14,584,31928,589,46115,000,000.4,707,211.00
September 25, 2001. 1,167,460.13,852,470.14,584,31928,298,41015,000,000.4,707,211.00
October 25, 2001... 0.0013,852,087.14,584,31928,015,46714,999,735.4,707,211.00
November 25, 2001.. 0.0013,167,519.14,584,31927,740,52414,525,316.4,707,211.00
December 25, 2001.. 0.0012,488,308.14,584,31927,473,47514,054,611.4,707,211.00
January 25, 2002... 0.0011,814,428.14,584,31927,214,21813,587,600.4,707,211.00
February 25, 2002.. 0.0011,145,849.14,584,31926,962,64913,124,263.4,707,211.00
March 25, 2002..... 0.0010,482,545.14,584,31926,718,66512,664,581.4,707,211.00
April 25, 2002..... 0.009,824,487.914,584,31926,482,16812,208,535.4,707,211.00
May 25, 2002....... 0.009,171,649.214,584,31926,253,05611,756,106.4,707,211.00
June 25, 2002...... 0.008,524,002.214,584,31926,031,23111,307,275.4,707,211.00
July 25, 2002...... 0.007,881,519.914,584,31925,816,59710,862,023.4,707,211.00
August 25, 2002.... 0.007,244,175.414,584,31925,609,05510,420,331.4,707,211.00
September 25, 2002. 0.006,611,942.014,584,31925,408,5129,982,182.64,707,211.00
October 25, 2002... 0.005,984,793.314,584,31925,214,8739,547,557.24,707,211.00
November 25, 2002.. 0.005,362,703.014,584,31925,028,0459,116,437.44,707,211.00
December 25, 2002.. 0.004,745,645.014,584,31924,847,9358,688,805.04,707,211.00
January 25, 2003... 0.004,133,593.514,584,31924,674,4538,264,642.14,707,211.00
February 25, 2003.. 0.003,526,522.614,584,31924,507,5087,843,931.04,707,211.00
March 25, 200...... 0.002,924,406.914,584,31924,347,0117,426,653.94,707,211.00
April 25, 2003..... 0.002,327,221.214,584,31924,192,8737,012,793.34,707,211.00
May 25, 2003....... 0.001,734,940.214,584,31924,045,0096,602,331.84,707,211.00
June 25, 2003...... 0.001,147,538.914,584,31923,903,3306,195,252.14,707,211.00
July 25, 2003...... 0.00564,992.82 14,584,31923,767,7535,791,537.14,707,211.00
August 25, 2003.... 0.00 0.00 14,571,59623,638,1935,391,169.64,707,211.00
September 25, 2003. 0.00 0.00 13,998,68623,514,5664,994,132.84,707,211.00
October 25, 2003... 0.00 0.00 13,430,55823,396,7894,600,410.04,707,211.00
November 25, 2003.. 0.00 0.00 12,867,18823,284,7824,209,984.54,707,211.00
R-1
<PAGE>
December 25, 2003.. 0.00 0.00 12,308,55323,178,4643,822,839.74,707,211.00
January 25, 2004... 0.00 0.00 11,754,62723,077,7553,438,959.34,707,211.00
February 25, 2004.. 0.00 0.00 11,205,38922,982,5763,058,327.04,707,211.00
March 25, 2004..... 0.00 0.00 10,660,81422,892,8482,680,926.74,707,211.00
April 25, 2004..... 0.00 0.00 10,154,95222,820,2192,330,355.54,707,211.00
May 25, 2004....... 0.00 0.00 9,664,728.22,733,1901,990,621.04,707,211.00
June 25, 2004...... 0.00 0.00 9,189,757.22,632,2921,661,457.74,707,211.00
July 25, 200....... 0.00 0.00 8,729,665.22,518,0451,342,606.04,707,211.00
August 25, 2004.... 0.00 0.00 8,284,087.22,390,9521,033,812.24,707,211.00
September 25, 2004. 0.00 0.00 7,852,665.22,251,506734,828.58 4,707,211.00
October 25, 2004... 0.00 0.00 7,435,048.22,103,582445,412.88 4,707,211.00
November 25, 2004.. 0.00 0.00 7,030,897.21,947,933165,328.50 4,707,211.00
December 25, 2004.. 0.00 0.00 6,639,876.21,784,925.59 0.00 4,601,555.21
January 25, 2005... 0.00 0.00 6,261,661.21,614,910.84 0.00 4,339,445.08
February 25, 2005.. 0.00 0.00 5,895,932.21,438,232.80 0.00 4,085,988.36
March 25, 2005..... 0.00 0.00 5,542,379.21,255,224.82 0.00 3,840,969.36
April 25, 2005..... 0.00 0.00 5,227,430.21,047,676.30 0.00 3,622,704.30
May 25, 2005....... 0.00 0.00 4,923,285.20,835,137.18 0.00 3,411,926.47
June 25, 2005...... 0.00 0.00 4,629,664.20,617,899.45 0.00 3,208,4.41.31
July 25, 2005...... 0.00 0.00 4,346,291.20,396,246.33 0.00 3,012,058.81
August 25, 2005.... 0.00 0.00 4,072,899.20,170,452.45 0.00 2,822,593.44
September 25, 2005. 0.00 0.00 3,809,227.19,940,784.06 0.00 2,639,864.02
October 25, 2005... 0.00 0.00 3,555,020.19,707,499.29 0.00 2,463,693.64
November 25, 2005.. 0.00 0.00 3,310,028.19,470,848.29 0.00 2,293,909.52
December 25, 2005.. 0.00 0.00 3,074,007.19,231,073.49 0.00 2,130,342.99
January 25, 2006... 0.00 0.00 2,846,721.18,988,409.76 0.00 1,972,829.36
February 25, 2006.. 0.00 0.00 2,627,936.18,743,084.61 0.00 1,821,207.79
March 25, 2006..... 0.00 0.00 2,417,427.18,495,318.37 0.00 1,675,321.29
April 25, 2006..... 0.00 0.00 2,259,040.18,216,731.74 0.00 1,565,556.19
May 25, 2006....... 0.00 0.00 2,106,839.17,937,607.11 0.00 1,460,077.88
June 25, 2006...... 0.00 0.00 1,960,644.17,658,103.21 0.00 1,358,762.16
July 25, 2006...... 0.00 0.00 1,820,281.17,378,373.06 0.00 1,261,487.99
August 25, 2006.... 0.00 0.00 1,685,579.17,098,564.08 0.00 1,168,137.38
September 25, 2006. 0.00 0.00 1,556,373.16,818,818.24 0.00 1,078,595.32
October 25, 2006... 0.00 0.00 1,432,501.16,539,272.27 0.00 992,749.71
November 25, 2006.. 0.00 0.00 1,313,805.16,260,057.73 0.00 910,491.33
December 25, 2006.. 0.00 0.00 1,200,132.15,981,301.19 0.00 831,713.69
January 25, 2007... 0.00 0.00 1,091,332.15,703,124.36 0.00 756,313.07
February 25, 2007.. 0.00 0.00 987,258.9315,425,644.23 0.00 684,188.36
March 25, 2007..... 0.00 0.00 887,770.4815,148,973.19 0.00 615,241.06
April 25, 2007..... 0.00 0.00 826,669.0214,853,595.53 0.00 572,896.64
May 21, 2007....... 0.00 0.00 761,215.9214,560,672,28 0.00 532,387.58
June 25, 2007...... 0.00 0.00 712,325.7014,270,245.58 0.00 493,654.64
July 25, 2007...... 0.00 0.00 658,915.2713,982,354.98 0.00 456,640.24
August 25, 2007.... 0.00 0.00 607,903.8313,697,037.48 0.00 421,288.39
September 25, 2007. 0.00 0.00 559,212.8513,414,327.63 0.00 387,544.66
October 25, 2007... 0.00 0.00 512,765.9713,134,257.62 0.00 355,356.13
November 25, 2007.. 0.00 0.00 468,488.9812,856,857.35 0.00 324,671.37
December 25, 2007.. 0.00 0.00 426,309.7512,582,154.50 0.00 295,440.40
January 25, 2008... 0.00 0.00 386,158.1612,310,174.60 0.00 267,614.62
February 25, 2008.. 0.00 0.00 347,966.1012,040,941.11 0.00 241,146.82
March 25, 2008..... 0.00 0.00 311,667.3511,774,475.50 0.00 215,991.13
April 25, 2008..... 0.00 0.00 301,484.1511,499,234.15 0.00 208,933.99
May 25, 2008....... 0.00 0.00 291,571.3311,227,983.37 0.00 202,064.22
June 25, 2008...... 0.00 0.00 281,922.3310,960,674.77 0.00 195,377.29
July 25, 2008...... 0.00 0.00 272,530.7410,697,260.47 0.00 188,868.75
August 25, 2008.... 0.00 0.00 263,390.3210,437,693.10 0.00 182,534.27
September 25, 2008. 0.00 0.00 254,494.9410,181,925.74 0.00 176,369.61
October 25, 2008... 0.00 0.00 245,838.639,929,911.98 0.00 170,370.63
R-2
<PAGE>
November 25, 2008.. 0.00 0.00 237,415.569,681,605.91 0.00 164,533.30
December 25, 2008.. 0.00 0.00 229,220.049,436,962.07 0.00 158,853.65
January 25, 2009... 0.00 0.00 221,246.499,195,935.49 0.00 153,327.84
February 25, 200... 0.00 0.00 213,489.488,958,481.67 0.00 147,952.09
March 25, 2009..... 0.00 0.00 205,943.718,724,556.58 0.00 142,722,73
April 25, 2009..... 0.00 0.00 198,603.978,494,116.65 0.00 137,636.15
May 25, 200........ 0.00 0.00 191,465.208,267,118.77 0.00 132,688.86
June 25, 2009...... 0.00 0.00 184,522.478,043,520.31 0.00 127,877.42
July 25, 2009...... 0.00 0.00 177,770.927,823,279.05 0.00 123,198.48
August 25, 2009.... 0.00 0.00 171,205.857,606,353.26 0.00 118,648.76
September 25, 2009. 0.00 0.00 164,822.647,392,701.65 0.00 114,225.08
October 25, 2009... 0.00 0.00 158,616.787,182,283.35 0.00 109,924.31
November 25, 2009.. 0.00 0.00 152,583.896,975,057.96 0.00 105,743.40
December 25, 2009.. 0.00 0.00 146,719.666,770,985.50 0.00 101,679.39
January 25, 2010... 0.00 0.00 141,019.906,570,026.41 0.00 97,729.35
February 25, 2010.. 0.00 0.00 135,480.516,372,141.59 0.00 93,890.45
March 25, 2010..... 0.00 0.00 130,097.506,177,292.34 0.00 90,159.93
April 25, 201...... 0.00 0.00 124,866.955,985,440.38 0.00 86,535.07
May 25, 2010....... 0.00 0.00 119,785.065,796,547.87 0.00 83,013.22
June 25, 2010...... 0.00 0.00 114,848.105,610,577.36 0.00 79,591.82
July 25, 2010...... 0.(0 0.00 110,052.425,427,491.83 0.00 76,268.33
August 25, 2010.... 0.00 0.00 105,394.485,247,254.66 0.00 73,040.29
September 25, 2010. 0.00 0.00 100,870.825,069,829.62 0.00 69,905.31
October 25, 2010... 0.00 0.00 96,478.04 4,895,180.89 0.00 66,861.03
November 25, 2010.. 0.00 0.00 92,212.83 4,723,273.07 0.00 63,905.16
December 25, 2010.. 0.00 0.00 88,071.97 4,554,071.11 0.00 61,035.48
January 25, 2011... 0.00 0.00 84,052.31 4,387,540.38 0.00 58,249.78
February 25, 2011.. 0.00 0.00 80,150.77 4,223,646.63 0.00 55,545.94
March 25, 2011..... 0.00 0.00 76,364.35 4,062,355.98 0.00 52,921.88
April 25, 2011..... 0.00 0.00 72,690.11 3,903,634.94 0.00 50,375.56
May 25, 2011....... 0.00 0.00 69,125.18 3,747,450.39 0.00 47,905.01
June 25, 2011...... 0.00 0.00 65,666.78 3,593,769.60 0.00 45,508.27
July 25, 2011...... 0.00 0.00 62,312.17 3,442,560.17 0.00 43,183.47
August 25, 2011.... 0.00 0.00 59,058.69 3,293,790.11 0.00 40,928.75
September 25, 2011. 0.00 0.00 55,903.75 3,147,427.76 0.00 38,742.31
October 25, 2011... 0.00 0.00 52,844.79 3,003,441.83 0.00 36,622.40
November 25, 2011.. 0.00 0.00 49,879.34 2,861,801.39 0.00 34,567.29
December 25, 2011.. 0.00 0.00 47,004.99 2,722,475.86 0.00 32,575.31
January 25, 2012... 0.00 0.00 44,219.37 2,585,434.98 0.00 30,644.82
February 25, 2012.. 0.00 0.00 41,520.17 2,450,648.89 0.00 28,774.23
March 25, 2012..... 0.00 0.00 38,905.16 2,318,088.02 0.00 26,961.98
April 25, 2012..... 0.00 0.00 36,372.13 2,187,723.17 0.00 25,206.55
May 25, 2012....... 0.00 0.00 33,918.95 2,059,525.45 0.00 23,506.45
June 25, 2012...... 0.00 0.00 31,543.51 1,933,466.34 0.00 21,860.22
July 25, 2012...... 0.00 0.00 29,243.78 1,809,517.61 0.00 20,266.47
August 25, 2012.... 0.00 0.00 27,017.78 1,687,651.38 0.00 18,723.81
September 25, 2012. 0.00 0.00 24,863.55 1,567,840.07 0.00 17,230.89
October 25, 2012... 0.00 0.00 22,779.20 1,450,056.45 0.00 15,786.40
November 25, 2012.. 0.00 0.00 20,762.88 1,334,273.58 0.00 14,389.05
December 25, 2012.. 0.00 0.00 18,812.78 1,220,464.84 0.00 13,037.60
January 25, 2013... 0.00 0.00 16,927.14 1,108,603.92 0.00 11,730.82
February 25, 2013.. 0.00 0.00 15,104.25 998,664.83 0.00 10,467.52
March 25, 2013..... 0.00 0.00 13,342.42 890,621.87 0.00 9,246.54
April 25, 2013..... 0.00 0.00 11,640.02 784,449.63 0.00 8,066.75
May 25, 2013....... 0.00 0.00 9,995.45 680,123.02 0.00 6,927.03
June 25, 2013...... 0.00 0.00 8,407.16 577,617.24 0.00 5,826.32
July 25, 2013...... 0.00 0.00 6,873.63 476,907.77 0.00 4,763.55
August 25, 2013.... 0.00 0.00 5,393.36 377,970.39 0.00 3,737.70
September 25, 2013. 0.00 0.00 3,964.92 280,781.16 0.00 2,747.76
R-3
<PAGE>
October 25, 2013... 0.00 0.00 2,586.90 185,316.42 0.00 1,792.77
November 25, 2013.. 0.00 0.00 1,257.92 91,552.81 0.00 871.76
December 25, 2013.. 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
R-4
<PAGE>
<PAGE>
