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) April 29, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of April 1, 1999, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1999-S10)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of April 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 29, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: April 29, 1999
<PAGE>
EXHIBITS
<PAGE>
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 April 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S10
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01. Definitions....................................................................................3
Accrued Certificate Interest....................................................................3
Adjusted Mortgage Rate..........................................................................4
Advance ...............................................................................4
Affiliate ...............................................................................4
Agreement ...............................................................................4
Amount Held for Future Distribution.............................................................4
Appraised Value ...............................................................................4
Assignment ...............................................................................4
Assignment Agreement............................................................................5
Assignment of Proprietary Lease.................................................................5
Available Distribution Amount...................................................................5
Bankruptcy Amount...............................................................................5
Bankruptcy Code ...............................................................................6
Bankruptcy Loss ...............................................................................6
Book-Entry Certificate..........................................................................6
Business Day ...............................................................................6
Buydown Funds ...............................................................................6
Buydown Mortgage Loan...........................................................................7
Cash Liquidation ...............................................................................7
Certificate ...............................................................................7
Certificate Account.............................................................................7
Certificate Account Deposit Date................................................................7
Certificateholder or Holder.....................................................................7
Certificate Owner...............................................................................7
Certificate Principal Balance...................................................................7
Certificate Register and Certificate Registrar..................................................8
Class ...............................................................................8
Class A Certificate.............................................................................8
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
Class B-2 Percentage............................................................................9
Class B-2 Prepayment Distribution Trigger.......................................................9
Class B-3 Percentage...........................................................................10
Class B-3 Prepayment Distribution Trigger......................................................10
i
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Class M Certificate............................................................................10
Class M Percentage.............................................................................10
Class M-1 Percentage...........................................................................10
Class M-2 Percentage...........................................................................10
Class M-2 Prepayment Distribution Trigger......................................................10
Class M-3 Percentage...........................................................................10
Class M-3 Prepayment Distribution Trigger......................................................11
Class R Certificate............................................................................11
Closing Date ..............................................................................11
Code ..............................................................................11
Compensating Interest..........................................................................11
Cooperative ..............................................................................11
Cooperative Apartment..........................................................................11
Cooperative Lease..............................................................................11
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.........................................................................13
Defaulted Mortgage Loss........................................................................13
Deficient Valuation............................................................................13
Definitive Certificate.........................................................................13
Deleted Mortgage Loan..........................................................................13
Delinquent ..............................................................................13
Depository ..............................................................................13
Depository Participant.........................................................................14
Destroyed Mortgage Note........................................................................14
Determination Date.............................................................................14
Discount Fraction..............................................................................14
Discount Mortgage Loan.........................................................................14
Disqualified Organization......................................................................14
Distribution Date..............................................................................14
Due Date ..............................................................................15
Due Period ..............................................................................15
Eligible Account ..............................................................................15
Eligible Funds ..............................................................................15
ERISA ..............................................................................15
2
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Page
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 ..............................................................................16
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...................................................................18
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 ..............................................................................19
Mortgage ..............................................................................20
Mortgage File ..............................................................................20
Mortgage Loan Schedule.........................................................................20
Mortgage Loans ..............................................................................21
Mortgage Note ..............................................................................21
Mortgage Rate ..............................................................................21
Mortgaged Property.............................................................................21
Mortgagor ..............................................................................21
Net Mortgage Rate..............................................................................21
Non-Discount Mortgage Loan.....................................................................21
Non-Primary Residence Loans....................................................................21
3
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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
Pass-Through Rate..............................................................................22
Paying Agent ..............................................................................23
Percentage Interest............................................................................23
Permitted Investments..........................................................................23
Permitted Transferee...........................................................................24
Person ..............................................................................24
Pool Stated Principal Balance..................................................................24
Pool Strip Rate ..............................................................................25
Prepayment Assumption..........................................................................25
Prepayment Distribution Percentage.............................................................25
Prepayment Distribution Trigger................................................................26
Prepayment Interest Shortfall..................................................................26
Prepayment Lockout Certificates................................................................26
Prepayment Period..............................................................................26
Primary Insurance Policy.......................................................................26
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 ..............................................................................28
REMIC ..............................................................................29
REMIC Administrator............................................................................29
REMIC Certificates.............................................................................29
REMIC Provisions ..............................................................................29
REO Acquisition ..............................................................................29
REO Disposition ..............................................................................29
REO Imputed Interest...........................................................................29
REO Proceeds ..............................................................................29
REO Property ..............................................................................29
Request for Release............................................................................29
Required Insurance Policy......................................................................30
Residential Funding............................................................................30
Responsible Officer............................................................................30
4
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Page
Schedule of Discount Fractions.................................................................30
Security Agreement.............................................................................30
Seller ..............................................................................30
Seller's Agreement.............................................................................30
Senior Accelerated Distribution Percentage.....................................................30
Senior Certificates............................................................................31
Senior Interest Distribution Amount............................................................31
Senior Percentage..............................................................................31
Senior Principal Distribution Amount...........................................................32
Servicing Accounts.............................................................................32
Servicing Advances.............................................................................32
Servicing Fee ..............................................................................32
Servicing Modification.........................................................................32
Servicing Officer..............................................................................32
Special Hazard Amount..........................................................................32
Special Hazard Loss............................................................................33
Standard & Poor's..............................................................................33
Stated Principal Balance.......................................................................33
Subclass ..............................................................................34
Subclass Notional Amount.......................................................................34
Subordinate Percentage.........................................................................34
Subordinate Principal Distribution Amount......................................................34
Subserviced Mortgage Loan......................................................................34
Subservicer ..............................................................................34
Subservicer Advance............................................................................34
Subservicing Account...........................................................................35
Subservicing Agreement.........................................................................35
Subservicing Fee ..............................................................................35
Tax Returns ..............................................................................35
Transfer ..............................................................................35
Transferee ..............................................................................35
Transferor ..............................................................................35
Trust Fund ..............................................................................35
Uncertificated Accrued Interest................................................................36
Uncertificated Notional Amount.................................................................36
Uncertificated Pass-Through Rate...............................................................36
Uncertificated REMIC Regular Interest Pool Strip Rate..........................................36
Uncertificated REMIC Regular Interest Distribution Amount......................................36
Uncertificated REMIC Regular Interests.........................................................36
Uniform Single Attestation Program for Mortgage Bankers........................................36
Uninsured Cause ..............................................................................36
United States Person...........................................................................36
Voting Rights ..............................................................................37
5
<PAGE>
Page
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................................................................38
Section 2.02. Acceptance by Trustee..........................................................................43
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...............................................58
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.....................................................................................60
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
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........................................68
Section 3.17. Reports to the Trustee and the Company.........................................................69
Section 3.18. Annual Statement as to Compliance..............................................................69
Section 3.19. Annual Independent Public Accountants' Servicing Report........................................70
Section 3.20. Rights of the Company in Respect of the Master Servicer........................................70
6
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Page
Section 3.21. Administration of Buydown Funds................................................................71
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account............................................................................72
Section 4.02. Distributions..................................................................................72
Section 4.03. Statements to Certificateholders...............................................................81
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer.........................................................................83
Section 4.05. Allocation of Realized Losses..................................................................84
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property
..............................................................................................86
Section 4.07. Optional Purchase of Defaulted Mortgage Loans..................................................86
Section 4.08. Distributions on the Uncertificated REMIC Regular Interests....................................87
Section 4.09. Compliance with Withholding Requirements.......................................................87
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...............................................................................89
Section 5.02. Registration of Transfer and Exchange of Certificates..........................................91
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..............................................96
Section 5.04. Persons Deemed Owners..........................................................................97
Section 5.05. Appointment of Paying Agent....................................................................97
Section 5.06. Optional Purchase of Certificates..............................................................97
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master Servicer.................................100
Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer
.............................................................................................100
Section 6.03. Limitation on Liability of the Company, the Master Servicer and
Others........................................................................................101
Section 6.04. Company and Master Servicer Not to Resign.....................................................102
ARTICLE VII
DEFAULT
7
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Section 7.01. Events of Default.............................................................................103
Section 7.02. Trustee or Company to Act; Appointment of Successor...........................................105
Section 7.03. Notification to Certificateholders............................................................106
Section 7.04. Waiver of Events of Default...................................................................106
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.............................................................................107
Section 8.02. Certain Matters Affecting the Trustee.........................................................108
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........................................110
Section 8.04. Trustee May Own Certificates..................................................................110
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification...............................................................................110
Section 8.06. Eligibility Requirements for Trustee..........................................................111
Section 8.07. Resignation and Removal of the Trustee........................................................112
Section 8.08. Successor Trustee.............................................................................112
Section 8.09. Merger or Consolidation of Trustee............................................................113
Section 8.10. Appointment of Co-Trustee or Separate Trustee.................................................113
Section 8.11. Appointment of Custodians.....................................................................114
Section 8.12. Appointment of Office or Agency...............................................................115
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company
or Liquidation of All Mortgage Loans..........................................................116
Section 9.02. Additional Termination Requirements...........................................................118
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration..........................................................................120
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification
.............................................................................................123
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01.Amendment.....................................................................................126
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Section 12.02.Recordation of Agreement; Counterparts........................................................128
Section 12.03Limitation on Rights of Certificateholders....................................................129
Section 12.04.Governing Law.................................................................................129
Section 12.05.Notices.......................................................................................129
Section 12.06.Notices to Rating Agency......................................................................130
Section 12.07.Severability of Provisions....................................................................131
Section 12.08.Supplemental Provisions for Resecuritization..................................................131
</TABLE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
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
9
<PAGE>
This is a Pooling and Servicing Agreement, dated as of April 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-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>
Aggregate
Initial
Certificate
Pass-Through Principal Intitial Ratings
Designation Rate Balance Features Maturity Date S&P Fitch-IBCA
- ----------------------- ------------------------- ------------------------------ ---------------
<S> <C> <C> <C> <C> <C>
Class A-1 6.25% $139,185,000.00 Senior April 25, 2014 AAA AAA
Class A-2 6.25% 18,409,000.00 Senior April 25, 2014 AAA AAA
Class A-3 6.25% 17,500,000.00 Senior/Prepayment Lockout April 25, 2014 AAA AAA
Class A-P 0.00% 551,286.58 Senior/Principal Only April 25, 2014 AAAr AAA
Class A-V Variable Rate Senior/Interest Only/Variable April 25, 2014 AAAr AAA
Strip
Class R 6.25% Senior/Residual $100.00 April 25, 2014 AAA AAA
Class M-1 6.25% 1,523,100.00 Mezzanine April 25, 2014 N/A AA
Class M-2 6.25% 627,400.00 Mezzanine April 25, 2014 N/A A
Class M-3 6.25% 627,400.00 Mezzanine April 25, 2014 N/A BBB
Class B-1 6.25% 358,500.00 Subordinate April 25, 2014 N/A BB
Class B-2 6.25% 179,300.00 Subordinate April 25, 2014 N/A B
Class B-3 6.25% 268,916.86 Subordinate April 25, 2014 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $179,230,003.44. The Mortgage Loans are fixed rate mortgage
loans having terms to maturity at origination or modification of not more than
15 years.
2
<PAGE>
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
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 by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations as in effect from time to time, with all such
reductions allocated among all of the Certificates in proportion to their
respective amounts of Accrued Certificate Interest payable on such Distribution
Date which would have resulted absent such reductions. Any portion of the
reductions described in the preceding sentence that are allocated to the Class
A-V Certificates shall be allocated among the Subclasses thereof, if any, in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date which would have resulted absent such reductions. In
addition to that portion of the reductions described in the second preceding
sentence that are allocated to any Class of Class B Certificates or any Class of
Class M Certificates,
3
<PAGE>
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 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
4
<PAGE>
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement,
dated as of April 29, 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 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
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Residence Loans with a Loan-to-Value Ratio of greater than 80%
remaining in the Mortgage Pool as of the Relevant Anniversary,
and (z) one plus the quotient of the number of all Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than 80%
remaining in the Mortgage Pool divided by the total number of
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
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.
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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-S10" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that only a
Permitted Transferee shall be a holder of a Class R Certificate for purposes
hereof and, solely for the purpose of giving any consent or direction pursuant
to this Agreement, any Certificate, other than a Class R Certificate registered
in the name of the Company, the Master Servicer or any Subservicer or any
Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been obtained. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
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, minus (ii) the sum of (a) with respect to each such Certificate, the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the
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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 multiplied by the excess, if any, of (A)
the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the
then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Class B Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate multiplied by 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-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
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A-V Certificates pursuant to Section 5.01(c), any such Subclass will represent
the Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-V Certificates.
Class A-P Collection Shortfall: With respect to the Cash
Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution
Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the
amount described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates or Class B-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit C and evidencing an interest designated as a "regular
interest" in the Trust Fund for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.45%.
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%.
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Class B-3 Percentage: With respect to any Distribution Date, a
fraction expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.15%.
Class M Certificate: Any one of the Class M-1 Certificates, Class
M-2 Certificates or Class M-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit B and evidencing an interest designated as a "regular
interest" in the Trust Fund for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated 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.
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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: April 29, 1999.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an
amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full during the related Prepayment Period, but not more than the
lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the
Mortgage Loans immediately preceding such Distribution Date and (b) the sum of
the Servicing Fee, all income and gain on amounts held in the Custodial Account
and the Certificate Account and payable to the Certificateholders with respect
to such Distribution Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi); provided that
for purposes of this definition the amount of the Servicing Fee will not be
reduced pursuant to Section 7.02 except as may be required pursuant to the last
sentence of such Section.
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
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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-S10.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among
the Company, the Master Servicer, the Trustee and a Custodian in substantially
the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: April 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
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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.
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.
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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
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.
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Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of The First National Bank
of Chicago, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of The First National Bank
of Chicago, or (v) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating Agency that use of
any such account as the Custodial Account or the Certificate Account will not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of
the Available Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Principal Only
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
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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";
(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.
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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 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.
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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).
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.
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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 May 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%.
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 April 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.
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Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan, the mortgage, deed of trust or other comparable instrument
creating a first lien on an estate in fee simple or leasehold interest in real
property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached
hereto as Exhibit F (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list shall set forth at a minimum
the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
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Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to time are held
or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally
so held being identified in the initial Mortgage Loan Schedule, and Qualified
Substitute Mortgage Loans held or deemed held as part of the Trust Fund
including, without limitation, (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.
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.
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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.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03
or 2.04.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-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 0.2418% 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
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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.
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
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is a principal subsidiary of a bank holding company and the debt
obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign
depository institution or trust company shall exceed 30 days, the
short-term rating of such institution shall be A-1+ in the case
of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having
original maturities of not more than 365 days) of any corporation
incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each
Rating Agency in its highest short-term rating available;
provided that such commercial paper or demand notes shall have a
remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment
fund rated by each Rating Agency in its highest long-term rating
available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted Investment
hereunder and will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate,
other than a Disqualified Organization, any "electing large partnership" as
defined in Section 775(a) of the Code, or a NonUnited States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
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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 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:
(i) For any Distribution Date prior to
the Distribution Date in May 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
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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-3 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).
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Principal Prepayment: Any payment of principal or other recovery
on a Mortgage Loan, including a recovery that takes the form of Liquidation
Proceeds or Insurance Proceeds, which is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer
Guide for Residential Funding's mortgage loan purchase and conduit servicing
program and all supplements and amendments thereto published by Residential
Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be or otherwise purchased on any date pursuant to Section
2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate plus the rate per annum at which the Servicing
Fee is calculated in the case of a Modified Mortgage Loan) in the case of a
purchase made by the Master Servicer) on the Stated Principal Balance thereof to
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted
by Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply 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
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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 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.
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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-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, 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.
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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.
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
May 1999 through
April 2004..................................100%
May 2004 through
April 2005..................................Senior Percentage, plus 70% of the
Subordinate Percentage
May 2005 through
April 2006..................................Senior Percentage, plus 60% of the
Subordinate Percentage
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May 2006 through
April 2007................................... Senior Percentage, plus 40% of the
Subordinate Percentage
May 2007 through
April 2008................................... Senior Percentage, plus 20% of the
Subordinate Percentage
May 2008 and
thereafter...................................
Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans Delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans Delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans Delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for 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.
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Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount
remaining after the distribution of all amounts required to be distributed
pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the
amounts required to be distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y),
(xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses incurred in connection with a default, delinquency
or other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution
Date, the fee payable monthly to the Master Servicer in respect of master
servicing compensation that accrues at an annual rate designated on the Mortgage
Loan Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted
with respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably foreseeable
pursuant to a modification of such Mortgage Loan in accordance with Section
3.07(a).
Servicing Officer: Any officer of the Master Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee by the Master Servicer, as such list may from time to
time be amended.
Special Hazard Amount: As of any Distribution Date, an amount
equal to $2,000,000 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
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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 23.91% (which percentage is equal to the percentage of Mortgage Loans
initially secured by Mortgaged Properties located in the State of California)
and (ii) the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged
Property located in the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost
of the lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property, at any given time, (i) the Cut-off Date Principal Balance
of the Mortgage Loan, minus (ii) the sum of (a) the principal portion of the
Monthly Payments due with respect to such Mortgage Loan or REO Property during
each Due Period ending prior to the most recent Distribution Date which were
received or with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property, and all
Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied
by the Master Servicer as recoveries of principal in accordance with Section
3.14 with respect to such Mortgage Loan or REO Property, in each case which were
distributed pursuant to Section 4.02 on any previous Distribution Date, and (c)
any Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
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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 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.
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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, 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
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(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.
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 453 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
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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 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.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee without recourse all the right, title
and interest of the Company in and to the Mortgage Loans, including all interest
and principal received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest due on the Mortgage
Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in
Section 2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (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.
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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 in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
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(c) The Company may, in lieu of delivering the documents set
forth in Section 2.01(b)(I)(iv) and (v) 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, 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
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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, 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
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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 $63,824 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in May 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 May 1999. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of the REMIC.
To the extent that the Initial Monthly Payment Fund constitutes a reserve fund
for federal income tax purposes, (1) it shall be an outside reserve fund and not
an asset of the REMIC, (2) it shall be owned by the Seller and (3) amounts
transferred by the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in
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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 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
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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 2.03. Representations, Warranties and Covenants of
the Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the laws
governing its creation and existence and is or will be in
compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms
of this Agreement;
(ii) The execution and delivery of this Agreement
by the Master Servicer and its performance and compliance with
the terms of this Agreement will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or constitute a
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any order,
regulation or demand of any Federal, state, municipal or
governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or
other) or operations of the Master Servicer or its properties or
might have consequences that would materially adversely affect
its performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the Master
Servicer which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
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(vi) The Master Servicer will comply in all
material respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each
Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by the
Master Servicer will, to the knowledge of the Master Servicer,
contain any untrue statement of a material fact or omit a
material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing Agreement and
is or will be familiar with the terms thereof. The terms of each
existing Subservicing Agreement and each designated Subservicer
are acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any representation or warranty set forth
in this Section 2.03(a) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more
Delinquent in payment of principal and interest as of the Cut-off
Date and no Mortgage Loan has been so Delinquent more than once
in the 12-month period prior to the Cut-off Date;
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(ii) The information set forth in Exhibit F hereto
with respect to each Mortgage Loan or the Mortgage Loans, as the
case may be, is true and correct in all material respects at the
date or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on the
first day of each month and terms to maturity at origination or
modification of not more than 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%,
except with respect to one Mortgage Loan that has a Loan-to-Value
Ratio of 81%. To the best of the Company's knowledge, each such
Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies
are insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 0.8% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
in California, and no more than 1.1% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(vii) If the improvements securing a Mortgage Loan
are in a federally designated special flood hazard area, flood
insurance in the amount required under the Program Guide covers
the related Mortgaged Property (either by coverage under the
federal flood insurance program or by coverage by private
insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title to, and
was the sole owner of, each Mortgage Loan free and clear of any
pledge, lien, encumbrance or security interest (other than rights
to servicing and related compensation) and such assignment
validly transfers ownership of the Mortgage Loans to the Trustee
free and clear of any pledge, lien, encumbrance or security
interest;
(ix) None of the Mortgage Loans were underwritten
under a reduced loan documentation program requiring no income
verification and no asset verification;
(x) Each Mortgagor represented in its loan
application with respect to the related Mortgage Loan that the
Mortgaged Property would be owner-occupied and therefore would
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not be an investor property as of the date of origination of such
Mortgage Loan. No Mortgagor is a corporation or a partnership;
(xi) 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) Three Mortgage Loan representing approximately
0.54% 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
(xviii) None of the Mortgage Loans contain in the
related Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties set forth in this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the representation and warranty set
forth in Section 2.03(b)(xii), the party discovering such breach
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shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure
such breach in all material respects or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that the Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date; provided that if the
omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered.
Any such substitution shall be effected by the Company under the same terms and
conditions as provided in Section 2.04 for substitutions by Residential Funding.
It is understood and agreed that the obligation of the Company to cure such
breach or to so purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of the Certificateholders. Notwithstanding the foregoing, the Company
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
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,
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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.
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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 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Mortgage Files to it, or any Custodian on its
behalf, subject to any exceptions noted, together with the assignment to it of
all other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed by an officer
of the Company has executed and caused to be authenticated and delivered to or
upon the order of the Company the Certificates in authorized denominations which
together with the Uncertificated REMIC Regular Interests, evidence ownership of
the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and the respective Mortgage
Loans and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to an Insurer, the acquisition of any property acquired by
foreclosure or deed in lieu of foreclosure, or the management, marketing and
conveyance of any property acquired by foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged
Properties. Notwithstanding the foregoing, subject to Section 3.07(a), the
Master Servicer shall not permit any modification with respect to any Mortgage
Loan that would both constitute a sale or exchange of such Mortgage Loan within
the meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause the Trust Fund
to fail to qualify as a REMIC under the Code. The Trustee shall furnish the
Master Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage
Loans. The Trustee shall not be liable for any action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney. In servicing
and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall,
to the extent not inconsistent with this Agreement, comply with the Program
Guide as if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof. In connection with
servicing and administering the Mortgage Loans, the Master Servicer and any
Affiliate of the Master Servicer (i) may perform services such as appraisals and
brokerage services that are not customarily provided by Persons other than
servicers of mortgage loans, and shall be entitled to reasonable compensation
therefor in accordance with Section 3.10 and (ii) may, at its own discretion and
on behalf of the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
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(b) All costs incurred by the Master Servicer or by Subservicers
in effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to the
execution and delivery of this Agreement, and may enter into new Subservicing
Agreements with Subservicers, for the servicing and administration of all or
some of the Mortgage Loans. Each Subservicer of a Mortgage Loan shall be
entitled to receive and retain, as provided in the related Subservicing
Agreement and in Section 3.07, the related Subservicing Fee from payments of
interest received on such Mortgage Loan after payment of all amounts required to
be remitted to the Master Servicer in respect of such Mortgage Loan. For any
Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall
be entitled to receive and retain an amount equal to the Subservicing Fee from
payments of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a Subservicer on
behalf of the Master Servicer. Each Subservicing Agreement will be upon such
terms and conditions as are generally required or permitted by the Program Guide
and are not inconsistent with this Agreement and as the Master Servicer and the
Subservicer have agreed. A representative form of Subservicing Agreement is
attached to this Agreement as Exhibit G. With the approval of the Master
Servicer, a Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing Agreement, and the form
referred to or included in the Program Guide is merely provided for information
and shall not be deemed to limit in any respect the discretion of the Master
Servicer to modify or enter into different Subservicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of either this Agreement or the Program Guide in
a manner which would materially and adversely affect the interests of the
Certificateholders.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee, 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
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Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the terms and
conditions of such Subservicing Agreement and without any limitation by virtue
of this Agreement; provided, however, that in the event of termination of any
Subservicing Agreement by the Master Servicer or the Subservicer, the Master
Servicer shall either act as servicer of the related Mortgage Loan or enter into
a Subservicing Agreement with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the Master Servicer or any
Affiliate of Residential Funding acts as servicer, it will not assume liability
for the representations and warranties of the Subservicer which it replaces. If
the Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
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Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of the rights
and obligations of the Master Servicer under each Subservicing Agreement that
may have been entered into. The Trustee, its designee or the successor servicer
for the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at
the expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Primary Insurance Policy, follow
such collection procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan and (ii) extend
the Due Date for payments due on a Mortgage Loan in accordance with the Program
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
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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);
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(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.
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(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage
Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee accrues in the
case of a Modified Mortgage Loan) on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the
date of application of such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(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
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Mortgage Loans to, establish and maintain one or more Servicing Accounts and
deposit and retain therein all collections from the Mortgagors (or advances from
Subservicers) for the payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the requirements
for a Subservicing Account and, to the extent permitted by the Program Guide or
as is otherwise acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from
the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in
the preceding subsection that are not timely paid by the Mortgagors or advanced
by the Subservicers on the date when the tax, premium or other cost for which
such payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make
any Class of Certificates legal for investment by federally insured savings and
loan associations, the Master Servicer shall provide, or cause the Subservicers
to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided
herein, make withdrawals from the Custodial Account of amounts on deposit
therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
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(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
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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 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer
to take, any action which would result in non-coverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer or Subservicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property is reduced
to 80% or less of the Appraised Value in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised
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value of the related Mortgaged Property as determined in any appraisal thereof
after the Closing Date, or if the Loan-to-Value Ratio is reduced below 80% as a
result of principal payments on the Mortgage Loan after the Closing Date. In the
event that the Company gains knowledge that as of the Closing Date, a Mortgage
Loan had a Loan-to-Value Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not included in any exception to
the representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a
current Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use
its reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to present or to
cause the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and the Certificateholders, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions
and Fidelity Coverage.
(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
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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).
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Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be
in default under this Section 3.13(a) by reason of any transfer
or assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer shall not be
required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in any case in
which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and
such Person is to enter into an assumption or modification agreement or
supplement to the Mortgage Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer
is authorized, subject to the requirements of the sentence next following, to
execute and deliver, on behalf of the Trustee, the assumption agreement with the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person; provided, however,
none of such terms and requirements shall 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
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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
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and accrued interest on such Mortgage Loan and the Master Servicer shall treat
such amount as a Principal Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.07. In connection with such
foreclosure or other conversion, the Master Servicer shall, consistent with
Section 3.11, follow such practices and procedures as it shall deem necessary or
advisable, as shall be normal and usual in its general mortgage servicing
activities and as shall be required or permitted by the Program Guide; provided
that the Master Servicer shall not be liable in any respect hereunder if the
Master Servicer is acting in connection with any such foreclosure or other
conversion in a manner that is consistent with the provisions of this Agreement.
The Master Servicer, however, shall not be required to expend its own funds or
incur other reimbursable charges in connection with any foreclosure, or
attempted foreclosure which is not completed, or towards the restoration of any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to Holders of
Certificates of one or more Classes after reimbursement to itself for such
expenses or charges and (ii) that such expenses or charges will be recoverable
to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 3.10, whether or not such expenses and
charges are actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled
to reimbursement of such amounts pursuant to Section 3.10. Concurrently with the
foregoing, the Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with respect to any
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
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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.
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(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of Liquidation
Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following
order of priority: first, to reimburse the Master Servicer or the related
Subservicer in accordance with Section 3.10(a)(ii); second, to the
Certificateholders to the extent of accrued and unpaid interest on the Mortgage
Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), to the Due
Date prior to the Distribution Date on which such amounts are to be distributed;
third, to the Certificateholders as a recovery of principal on the Mortgage Loan
(or REO Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage
Loan, or upon the receipt by the Master Servicer of a notification that payment
in full will be escrowed in a manner customary for such purposes, the Master
Servicer will immediately notify the Trustee (if it holds the related Mortgage
File) or the Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 have been or will be
so deposited), substantially in one of the forms attached hereto as Exhibit H
or, in the case of the Custodian, an electronic request in a form acceptable to
the Custodian, requesting 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
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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 3.16. Servicing and Other Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for its activities
hereunder, shall be entitled to receive on each Distribution Date the amounts
provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to
clause (e) below. The amount of servicing compensation provided for in such
clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the
event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a
Cash Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
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(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 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trustee and the Company a statement,
certified by a Servicing Officer, setting forth the status of the Custodial
Account as of the close of business on such Distribution Date as it relates to
the Mortgage Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial Account in respect of
the Mortgage Loans for each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee
on or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, an Officers' Certificate
stating, as to each signer thereof, that (i) a review of the activities of the
Master Servicer during the preceding calendar year related to its servicing of
mortgage loans and its performance under pooling and servicing agreements,
including this Agreement, has been made under such officers' supervision, (ii)
to the best of such officers' knowledge, based on such review, the Master
Servicer has complied in all material respects with the minimum servicing
standards set
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forth in the Uniform Single Attestation Program for Mortgage Bankers and has
fulfilled all of its material obligations relating to this Agreement in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or, if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, the Master
Servicer at its expense shall cause a firm of independent public accountants,
which shall be members of the American Institute of Certified Public
Accountants, to furnish a report to the Company and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master
Servicer.
The Master Servicer shall afford the Company, upon reasonable
notice, during normal business hours access to all records maintained by the
Master Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights
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of the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer
has deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan
in its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on
each Certificate Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.16(e) or Section
4.07, (iv) any amount required to be paid pursuant to Section 9.01 and (v) all
other amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) The Trustee shall, upon written request from the Master
Servicer, invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments designated
in the name of the Trustee for the benefit of the Certificateholders, which
shall mature not later than the Business Day next preceding the Distribution
Date next following the date of such investment (except that (i) any investment
in the institution with which the Certificate Account is maintained may mature
on such Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such Distribution Date
to the Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution pursuant to
Section 4.02(a)(iii), the amount required to be 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
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Certificates (other than any Subclass of the Class A-V Certificates), shall be
based on the aggregate of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder or (B) with respect to any Subclass
of the Class A-V Certificates shall be equal to the amount (if any) distributed
pursuant to Section 4.02(a)(i) below to the initial Holder of the Class A-V
Certificates or to each Holder of a Subclass thereof, as applicable) of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b)), in each case to the extent of the Available Distribution
Amount:
(i) to the Class A Certificateholders (other than
the Class A-P Certificateholders) and Class R Certificateholders,
on a pro rata basis based on Accrued Certificate Interest payable
on such Certificates with respect to such Distribution Date,
Accrued Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class A-V Certificates),
as applicable, for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of
this Section 4.02(a) (the "Senior Interest Distribution Amount");
(ii) (X) to the Class A-P Certificateholders, the Class A-P
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-P
Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii) through
(v) and Section 4.02(c), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A
Certificates or Class R Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal
portion of each Monthly Payment due
during the related Due Period on
each Outstanding Mortgage Loan
(other than the related Discount
Fraction of the principal portion of
such payment with respect to a
Discount Mortgage Loan), whether or
not received on or prior to the
related Determination Date, minus
the principal portion of any Debt
Service Reduction (other than the
related Discount Fraction of the
principal portion of such Debt
Service Reductions with respect to
each Discount Mortgage Loan) which
together with other Bankruptcy
Losses exceeds the Bankruptcy
Amount;
(2) the Stated
Principal Balance of any Mortgage
Loan repurchased during the related
Prepayment Period (or deemed to have
been so repurchased in accordance
with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall
deposited in the Custodial 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
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than the related Discount Fraction
of such Stated Principal Balance or
shortfall with respect to a Discount
Mortgage Loan); and
(3) the principal
portion of all other unscheduled
collections (other than Principal
Prepayments in Full and Curtailments
and amounts received in connection
with a Cash Liquidation or REO
Disposition of a Mortgage Loan
described in Section
4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds,
Liquidation Proceeds and REO
Proceeds) received during the
related Prepayment Period (or deemed
to have been so received in
accordance with Section 3.07(b)) to
the extent applied by the Master
Servicer as recoveries of principal
of the related Mortgage Loan
pursuant to Section 3.14 (other than
the related Discount Fraction of the
principal portion of such
unscheduled collections with respect
to a Discount Mortgage Loan);
(B) with respect to each Mortgage
Loan for which a Cash Liquidation or a REO
Disposition occurred during the related Prepayment
Period (or was deemed to have occurred during such
period in accordance with Section 3.07(b)) and did
not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser
of (a) the Senior Percentage for such Distribution
Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with
respect to a Discount Mortgage Loan) and (b) the
Senior Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to
the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (in each case other
than the portion of such unscheduled collections,
with respect to a Discount Mortgage Loan included
in Section 4.02(b)(i)(C));
(C) the Senior Accelerated
Distribution Percentage for such Distribution Date
times the aggregate of all Principal Prepayments in
Full and Curtailments received in the related
Prepayment Period (other than the related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in
subsection (ii)(Y), clauses (A) through (C) of this
Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after
application of amounts previously distributed
pursuant to this clause (E) to the extent that such
amounts are not attributable to Realized Losses
which have been allocated to the Class M
Certificates or Class B Certificates;
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(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;
(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
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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;
(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
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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 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
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preceding calendar month (other than amounts
received in connection with a Cash Liquidation or
REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section
3.07(b)) of Discount Mortgage Loans (or, in the
case of a substitution of a Deleted Mortgage Loan,
the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash
Liquidation or REO Disposition of a Discount
Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance
of such Discount Mortgage Loan immediately prior to
such Distribution Date and (2) the aggregate amount
of the collections on such Discount Mortgage Loan
to the extent applied as recoveries of principal;
(D) any amounts allocable to
principal for any previous Distribution Date
(calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-P
Collection Shortfalls for such Distribution Date
and the amount of any Class A-P Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall
be distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the balance of the Senior Principal
Distribution Amount remaining after the distributions, if any,
described in clause (ii) above shall be distributed to the Class
A-3 Certificates in reduction of the Certificate Principal
Balance thereof, in an amount equal to the sum of the following:
(A) the Class A-3 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 (E) 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-3 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 clause (ii)(Y)(C)
of Section 4.02(a) (without application of the
Senior Accelerated Distribution Percentage);
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provided that, if the aggregate of the amounts set
forth in clauses (ii)(Y)(A), (B), (C) and (E) of
Section 4.02(a) is more than the balance of the
Available Distribution Amount remaining after the
Senior Interest Distribution Amount and the Class
A-P Distribution Amount have been distributed, the
amount paid to the Class A-3 Certificates pursuant
to this clause (iii) shall be reduced by an amount
equal to the Class A-3 Certificates' pro rata share
(based on the aggregate Certificate Principal
Balance thereof relative to the aggregate
Certificate Principal Balance of the Senior
Certificates (other than the Class A-P
Certificates)) of such difference;
(iv) the balance of the Senior Principal
Distribution Amount remaining after the distributions described
in clauses (ii) and (iii) above shall be distributed, first, to
the Class A-1 Certificates, and then to the Class A-2
Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero; and
(v) the balance of the Senior Principal
Distribution Amount remaining after the distributions described
in clauses (ii) through (iv) above shall be distributed to the
Class A-3 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as described above in respect of
principal among the Senior Certificates (other than the Class A-P Certificates)
will be disregarded and an amount equal to the Discount Fraction of the
principal portion of scheduled or unscheduled payments received or advanced in
respect of Discount Mortgage Loans will be distributed to the Class A-P
Certificates, and the Senior Principal Distribution Amount will be distributed
to the Senior Certificates (other than the Class A-P Certificates) remaining pro
rata in accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) herein will be
distributed as set forth therein.
(d) After reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Class A-P Certificates) to zero but prior to
the Credit Support Depletion Date, the Senior Certificates (other than the Class
A-P Certificates) will be entitled to no further distributions of principal
thereon and the Available Distribution Amount will be paid solely to the holders
of the Class A-P Certificates, Class A-V Certificates, Class M Certificates and
Class B Certificates in each case as described herein.
(e) 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
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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 portion thereof) was previously
allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not
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surrender their Certificates for final cancellation, the Trustee shall cause
funds distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the benefit of
such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the Master
Servicer shall forward to the Trustee and the Trustee shall forward by mail to
each Holder and the Company a statement setting forth the following information
as to each Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of
such Class of Certificates allocable to interest;
(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;
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(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates, after
giving effect to the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount
and Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass-Through Rate on the Class A-V
Certificates and each Subclass, if any, thereof;
(xiii) the occurrence of the Credit Support Depletion
Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) the Senior Percentage and Lockout Distribution
Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date;
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts distributed on
such Distribution Date; and
(xx) 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
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to the extent that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time during
the calendar year was the Holder of a Class R Certificate, a statement
containing the applicable distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class R Certificate. Such
obligation of the Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master Servicer.
(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
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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.
In the event that the Master Servicer determines as of the
Business Day preceding any Certificate Account Deposit Date that it will be
unable to deposit in the Certificate Account an amount equal to the Advance
required to be made for the immediately succeeding Distribution Date, it shall
give notice to the Trustee of its inability to advance (such notice may be given
by telecopy), not later than 3:00 P.M., New York time, on such Business Day,
specifying the portion of such amount that it will be unable to deposit. Not
later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the
Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account such portion of
the amount of the Advance as to which the Master Servicer shall have given
notice pursuant to the preceding sentence, pursuant to Section 7.01, (a)
terminate all of the rights and obligations of the Master Servicer under this
Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that resulted from any
Cash Liquidation, Debt Service Reduction, Deficient Valuation, REO Disposition
or Servicing Modification (to the extent constituting a reduction of the
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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 Realized Losses, on a pro rata basis, as described
below. The principal portion of such losses on Discount Mortgage Loans will be
allocated to the Class A-P Certificates in an amount equal to the related
Discount Fraction thereof, and the remainder of such losses on Discount Mortgage
Loans will be allocated among the Class A Certificates (other than the Class A-P
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata
basis" among two or more specified Classes of Certificates means an allocation
on a pro rata basis, among the various Classes so specified, to each such Class
of Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion
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of Debt Service Reductions shall be made by operation of the provisions of
Section 4.02(a). All Realized Losses and all other losses allocated to a Class
of Certificates hereunder will be allocated among the Certificates of such Class
in proportion to the Percentage Interests (other than the Class A-V
Certificates) evidenced thereby. All Realized Losses and all other losses
allocated to the Class A-V Certificates hereunder will be allocated to the Class
A-V Certificates and, if any Subclasses thereof have been issued pursuant to
Section 5.01(c), such Realized Losses and other losses shall be allocated among
the Subclasses of such Class in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information
returns with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days
or more, the Master Servicer may, at its option, purchase such Mortgage Loan
from the Trustee at the Purchase Price therefor. If at any time the Master
Servicer makes a payment to the Certificate Account covering the amount of the
Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Certificate Account, then the Trustee
shall execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee, 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
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would have borne such Realized Loss in accordance with the terms hereof as if
such Mortgage Loan had not been so purchased; and
(b) for purposes of this Agreement, a payment of the Purchase
Price by the Master Servicer pursuant to this Section 4.07 will be viewed as an
advance, and the amount of any Realized Loss shall be recoverable pursuant to
the provisions for the recovery of unreimbursed Advances under Section 4.02(a)
or, to the extent not recoverable under such provisions, as a Nonrecoverable
Advance as set forth herein.
If, however, the Master Servicer shall have exercised its right
to repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, Sections 4.07(a)
and (b) above shall no longer apply and no Realized Loss with respect to such
Mortgage Loan shall be allocated to any Class of Certificates. The Master
Servicer shall notify the Trustee in writing of any such repurchase.
Section 4.08. Distributions on the Uncertificated REMIC Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC Regular
Interests, Uncertificated Accrued Interest on the Uncertificated REMIC Regular
Interests for such Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from the Trust Fund, in the priority set forth in Section 4.02(a), to
the Class A-V Certificates, the amounts distributable thereon from the
Uncertificated REMIC Regular Interest Distribution Amounts deemed to have been
received by the Trustee from the Trust Fund under this Section 4.08. The amount
deemed distributable hereunder with respect to the Class A-V Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated REMIC
Regular Interests.
(d) Notwithstanding the deemed distributions on the
Uncertificated REMIC Regular Interests described in this Section 4.08,
distributions of funds from the Certificate Account shall be made only in
accordance with Section 4.02.
Section 4.09. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Trustee or any Paying Agent, as applicable, shall comply with all federal
withholding requirements respecting payments to Certificateholders, including
interest or original issue discount payments or advances thereof that
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the Trustee or any Paying Agent, as applicable, reasonably believes are
applicable under the Code. The consent of Certificateholders shall not be
required for such withholding. In the event the Trustee or any Paying Agent, as
applicable, does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee or any Paying Agent, as applicable, shall
indicate the amount withheld to such Certificateholders pursuant to the terms of
such requirements.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates, other than the Class A-V Certificates and
Class R Certificates, shall be issuable in minimum dollar denominations of
$25,000 (or $250,000 in the case of the Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates) and integral multiples of $1 (or $1,000 in the
case of the Class A-P, Class B-1, Class B-2 and Class B-3 Certificates) in
excess thereof, except that one Certificate of each of the Class A-P, Class B-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 $ 25,286.58
Class B-1 $ 250,500.00
Class B-2 $ 179,300.00
Class B-3 $ 250,916.86
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.
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(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.
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(c) From time to time Residential Funding, as the initial Holder
of the Class A-V Certificates, may exchange such Holder's Class A-V Certificates
for Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit 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
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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.
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(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,
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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.
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(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.
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(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
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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
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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
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which remain in the escrow account. If within nine months after the second
notice any Certificates shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall pay to the Master Servicer
or the Company, as applicable, all amounts distributable to the Holders thereof
and the Master Servicer or the Company, as applicable, shall thereafter hold
such amounts until distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered on
the Distribution Date on which a purchase pursuant to this Section 5.06 occurs
as provided above will be deemed to have been purchased and the Holder as of
such date will have no rights with respect thereto except to receive the
purchase price therefor minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates so purchased or deemed
to have been purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer or the Company, as applicable, shall be for all
purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Company and the Master Servicer
herein. By way of illustration and not limitation, the Company is not liable for
the servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or
the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full
effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may
be merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and
Section 6.04 to the contrary, the Master Servicer may assign its rights and
delegate its duties and obligations under this Agreement; provided that the
Person accepting such assignment or delegation shall be a Person which is
qualified to service mortgage loans on behalf of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to service the Mortgage
Loans and executes and delivers to the Company and the Trustee an agreement, in
form and substance reasonably satisfactory to the Company and the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
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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.
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Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company
nor the Master Servicer shall resign from its respective obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the
following events (whatever reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):
(i) the Master Servicer shall fail to distribute
or cause to be distributed to the Holders of Certificates of any
Class any distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the
Certificates of any Class or in this Agreement and such failure
shall continue unremedied for a period of 30 days (except that
such number of days shall be 15 in the case of a failure to pay
the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the
Trustee or the Company, or to the Master Servicer, the Company
and the Trustee by the Holders of Certificates of any Class
evidencing, in the case of any such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings of, or relating to, the
Master Servicer or of, or relating to, all or substantially all
of the property of the Master Servicer; or
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(v) the Master Servicer shall admit in writing
its inability to pay its debts generally as they become due, file
a petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the
Trustee pursuant to Section 4.04(b) that it is unable to deposit
in the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, either the Company or the Trustee
may, and at the direction of Holders of Certificates entitled to at least 51% of
the Voting Rights, the Trustee shall, by notice in writing to the Master
Servicer (and to the Company if given by the Trustee or to the Trustee if given
by the Company), terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. If an Event of
Default described in clause (vi) hereof shall occur, the Trustee shall, by
notice to the Master Servicer and the Company, immediately terminate all of the
rights and obligations of the Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
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Section 7.03. Notification to Certificateholders
(a) Upon any such termination or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights
affected by a default or Event of Default hereunder may waive such default or
Event of Default; provided, however, that (a) a default or Event of Default
under clause (i) of Section 7.01 may be waived only by all of the Holders of
Certificates affected by such default or Event of Default and (b) no waiver
pursuant to this Section 7.04 shall affect the Holders of Certificates in the
manner set forth in Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of
a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights affected by such default or Event of Default, such
default or Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by the
Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall
furnish in a timely fashion to the Master Servicer such information as the
Master Servicer may reasonably request from time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement. The Trustee covenants and
agrees that it shall perform its obligations hereunder in a manner so as to
maintain the status of 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
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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
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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
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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
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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.
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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.
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(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
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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
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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.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of
all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, if less than such unpaid principal balance, the
fair market value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to which title
has been acquired if such fair market value is less than such
unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan), 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
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shall, promptly following payment of the purchase price, release to the Master
Servicer or the Company, as applicable, the Mortgage Files pertaining to the
Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution
as a result of the exercise by the Company of its right to purchase the assets
of the Trust Fund, the Company shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer or the
Company, as applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the Certificates is anticipated to be made
upon presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date is not applicable, and in the case of
the Class A Certificates, Class M Certificates, Class B
Certificates and Class R Certificates, that payment will be made
only upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and the Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution
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(including the repurchase price specified in clause (ii) of subsection (a) of
this Section) over the total amount distributed under the immediately preceding
clause (A).
(d) In the event that any Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. 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
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(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.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the
Trust Fund (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
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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,
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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.
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(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 April 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.
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(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
[Reserved]
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions
herein or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable to
maintain the qualification of the Trust Fund as a REMIC at all
times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant
to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to
the effect that (A) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (B) such action will not
adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of
deposits into the Custodial Account or the Certificate Account or
to change the name in which the Custodial Account is maintained,
provided that (A) the Certificate Account Deposit Date shall in
no event be later than the related Distribution Date, (B) such
change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the
provisions of Section 5.02(f) or any other provision hereof
restricting transfer of the Class R 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
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(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
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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
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counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 12.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less than
25% of the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
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.
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All demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker, or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Residential Funding Mortgage Securities
I, Inc., Series 1999-S10 or such other address as may hereafter be furnished to
the Company and the Master Servicer in writing by the Trustee, (d) in the case
of Fitch, One State Street Plaza, 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,
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(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
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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).
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IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy Pillar
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy Pillar
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of April, 1999 before me, a notary public in and for said
State, personally appeared Randy Van Zee, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of April, 1999 before me, a notary public in and for said
State, personally appeared Timothy Pillar, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of April, 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 APRIL 29, 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 Agreement Percentage Interest: ____%
Cut-off Date:
April 1, 1999
First Distribution Date: Aggregate Initial [Certificate Principal
May 25, 1999 Balance] [Notional Amount] of the Class A-
__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal Balance]
Residential Funding Corporation [Notional Amount] of this Certificate:
$------------
Assumed Final Distribution Date: CUSIP _________
April 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-S10
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
A-2
<PAGE>
"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 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
A-3
<PAGE>
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any 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
A-4
<PAGE>
earlier of (i) the maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from the Trust Fund of all remaining Mortgage
Loans and all property acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The Agreement permits, but does
not require, the Master Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but
not in part, all of the Certificates from the Holders thereof; provided, that
any such option may only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 29, 1999 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________ for the account of ____________________
account number_____________ , or, if mailed by check, to
____________________________. Applicable statements should be mailed to
___________________. .
This information is provided by , the assignee named above, or , as its
agent.
A-7
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES [,] [AND] CLASS R CERTIFICATES [,] [AND CLASS M-1 CERTIFICATES] [,]
[AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE
INTERNAL REVENUE CODE (THE "CODE") AND STATING, AMONG OTHER THINGS, THAT THE
TRANSFEREE'S ACQUISITION OF A CLASS M CERTIFICATE WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM AS DESCRIBED BY THE
AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR
OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN INVESTMENT
MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY
PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIED THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
B-1
<PAGE>
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN)
THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH
TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 29, 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 Initial Certificate Principal Balance of
Cut-off Date: this Certificate:
April 1, 1999 $_______________
First Distribution Date: CUSIP: ____________
May 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
April 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S10
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National
B-3
<PAGE>
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (b) a representation letter, in the form as
described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan (a "Plan Investor"), or stating that (i) the transferee is
an insurance company, (ii) the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
B-4
<PAGE>
Notwithstanding the above, with respect to the transfer of this
Certificate to a Depository or any subsequent transfer or any interest in this
Certificate for as long as this Certificate is held by the Depository, (i)
neither an opinion of counsel nor a certification, each as described in the
foregoing paragraph, shall be required, and (ii) the following conditions shall
apply:
1. Any Transferee of this Certificate will be deemed to have
represented by virtue of its purchase or holding of this
Certificate (or interest herein) that either (a) such
Transferee is not a Plan Investor or (b) such Transferee is a
Complying Insurance Company; and
2. If this Certificate (or any interest herein) is acquired or
held in violation of the provisions of the preceding
paragraph, then the last preceding Transferee that either (i)
is not a Plan Investor or (ii) is a Complying Insurance
Company shall be restored, to the extent permitted by law, to
all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate.
The Trustee shall be under no liability to any Person for
making any payments due on this Certificate to such preceding
Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest herein) was effected in violation of the restrictions
in Section 5.02(e) of the Agreement shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive
B-5
<PAGE>
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
B-6
<PAGE>
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 29, 1999 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-8
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________ for the account of _________________' account
number _____________ or, if mailed by check, to _______________________
Applicable statements should be mailed to __________________. .
This information is provided by , the assignee named above, or , as its
agent.
B-9
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES [,] [AND] CLASS M CERTIFICATES [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE
FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 29, 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 the Cut-off Date:
$---------------
Date of Pooling and Servicing Agreement Initial Certificate Principal Balance of
Cut-off Date: this Certificate:
April 1, 1999 $_______________
First Distribution Date:
May 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
April 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S10
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National
C-2
<PAGE>
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class
B-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a
C-3
<PAGE>
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or (ii) a representation letter, in the form as described by the
Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under PTCE
95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more
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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: April 29, 1999 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
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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.
C-1
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
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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 Agreement Percentage Interest: ______%
Cut-off Date:
April 1, 1999
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 1999 Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
April 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1999-S10
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class R Certificates,
both as specified above) in certain distributions with respect to a Trust Fund,
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as
D-3
<PAGE>
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the
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: April 29, 1999 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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 April 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 April 1, 1999,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1999-S10 (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 First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding
Corporation, Series 1999-S10
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 29th day of April, 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 29th day of April, 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 29th day of April, 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 29th day of April, 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
April 29, 1999
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation, Series 1999-S10
Re: Custodial Agreement, dated as of April 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-S10
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 First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation, Series 1999-S10
Re: Custodial Agreement dated as of April 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-S10
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 First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation, 1999-S10
Re: Custodial Agreement dated as of April 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-S10
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
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<PAGE>
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.
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 : 04/29/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.03.44 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 1999-S10 CUTOFF : 04/01/99
POOL : 0004370
:
:
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 #
______________________________________________________________________________
1756916 609/609 F 392,100.00 ZZ
180 392,100.00 1
804 SOUTH BAYSHORE DRIVE 7.250 3,579.34 78
7.000 3,579.34 504,000.00
ELK RAPIDS MI 49629 2 03/19/99 00
164400 05 05/01/99 0
164400 O 04/01/14
0
1847388 830/830 F 147,000.00 ZZ
180 145,148.56 1
150 EAST STATE STREET 7.125 1,331.57 34
6.875 1,331.57 440,000.00
LEHI UT 84043 2 11/16/98 00
540859 05 01/01/99 0
540859 O 12/01/13
0
1851935 313/G01 F 262,500.00 ZZ
180 259,158.18 1
9630 COVE POINT DR 7.000 2,359.43 75
6.750 2,359.43 350,000.00
GAINESVILLE GA 30506 5 11/23/98 00
0431249317 05 01/01/99 0
6724025 O 12/01/13
0
1854100 543/543 F 282,000.00 ZZ
180 269,648.13 1
59 HIGHLAND SHORE ROAD 6.625 2,475.95 81
6.375 2,475.95 350,000.00
WINDHAM ME 04062 2 02/19/98 96
7210351124 05 04/01/98 0
1
01504474 O 03/01/13
0
1856696 E45/G01 F 325,000.00 T
180 320,682.34 1
424 ARROYO TENORIO 6.500 2,831.10 62
6.250 2,831.10 530,000.00
SANTE FE NM 87501 1 11/05/98 00
0431148782 05 01/01/99 0
44099 O 12/01/13
0
1858847 387/G01 F 420,000.00 ZZ
180 411,998.14 1
1111 HAZELTINE LANE 6.500 3,658.65 66
6.250 3,658.65 645,000.00
KENNESAW GA 30152 5 11/24/98 00
0431158294 03 01/01/99 0
1565795 O 12/01/13
0
1864003 B98/G01 F 470,000.00 ZZ
120 467,265.84 1
27 ASCENSION 6.875 5,426.87 56
6.625 5,426.87 850,000.00
IRVINE CA 92715 2 02/11/99 00
0431225457 03 04/01/99 0
0000 O 03/01/09
0
1864007 G82/G82 F 400,000.00 ZZ
180 398,682.24 1
5 CASCADA DRIVE 6.500 3,484.43 80
6.250 3,484.43 500,000.00
EDINBURG TX 78503 2 02/24/99 00
1 05 04/01/99 0
1 O 03/01/14
0
1864186 A50/A50 F 340,000.00 ZZ
180 335,381.91 1
105 HICKORY WALK 6.750 3,008.69 60
6.500 3,008.69 570,000.00
CARROLLTON GA 30117 5 12/17/98 00
117925 05 02/01/99 0
117925 O 01/01/14
0
1
1864720 E95/G01 F 520,000.00 ZZ
180 518,323.47 1
1012 LAKE POINT LANE 6.750 4,601.53 80
6.500 4,601.53 650,000.00
COLUMBIA MO 65203 2 02/23/99 00
0431274174 05 04/01/99 0
UNKNOWN O 03/01/14
0
1867658 A93/G01 F 90,000.00 ZZ
180 90,000.00 1
109 BILTMORE AVE. 6.875 802.67 52
6.625 802.67 176,000.00
ELMONT NY 11003 2 03/18/99 00
0431263854 05 05/01/99 0
11982432 O 04/01/14
0
1868399 976/976 F 301,000.00 ZZ
180 294,980.28 1
98 BENSON AVENUE 7.000 2,705.48 73
6.750 2,705.48 413,000.00
SAYVILLE NY 11782 5 10/05/98 00
5352687 05 11/01/98 0
5352687 O 10/01/13
0
1869160 549/549 F 261,900.00 ZZ
180 257,060.84 1
9030 WHISPERING PINES RD 5.875 2,192.42 77
5.625 2,192.42 341,000.00
BEAUMONT CA 92223 2 12/15/98 00
65494008 05 02/01/99 0
65494008 O 01/01/14
0
1869219 549/549 F 276,000.00 ZZ
180 273,257.41 1
582 ISLAND PL 6.500 2,404.26 44
6.250 2,404.26 635,000.00
REDWOOD CITY CA 94065 2 12/11/98 00
66132789 03 02/01/99 0
66132789 O 01/01/14
0
1870113 J95/J95 F 350,000.00 ZZ
180 345,496.31 1
444 MARYLHURST DRIVE 6.875 3,121.50 36
6.625 3,121.50 975,000.00
1
WEST LINN OR 97068 2 10/23/98 00
0016359929 05 12/01/98 0
0016359929 O 11/01/13
0
1870442 026/G01 F 450,000.00 ZZ
180 448,549.15 1
798 OAKDALE RD 6.750 3,982.10 50
6.500 3,982.10 900,000.00
ATLANTA GA 30307 5 02/04/99 00
0431215961 05 04/01/99 0
200393634 O 03/01/14
0
1870872 N58/G01 F 83,000.00 ZZ
180 82,735.28 1
701 E. HARVARD STREET, UNIT 6.875 740.24 62
NO. 15 6.625 740.24 135,000.00
GLENDALE CA 91205 2 02/02/99 00
0431209485 01 04/01/99 0
0000 O 03/01/14
0
1872202 F27/F27 F 650,000.00 ZZ
180 643,609.60 1
9049 HOLLY LEAF LANE 6.625 5,706.96 71
6.375 5,706.96 927,000.00
BETHESDA MD 20817 5 12/21/98 00
6060037149 03 02/01/99 0
6060037149 O 01/01/14
0
1874044 F59/G01 F 610,000.00 ZZ
180 610,000.00 1
299 SIMON WILLARD RD 6.875 5,440.31 52
6.625 5,440.31 1,175,000.00
CONCORD MA 01742 5 03/02/99 00
0431254812 05 05/01/99 0
0000 O 04/01/14
0
1875453 F59/G01 F 340,000.00 ZZ
180 338,915.62 1
118 OXBOW ROAD 6.875 3,032.30 49
6.625 3,032.30 700,000.00
WAYLAND MA 01778 5 02/22/99 00
0431242882 05 04/01/99 0
1875453 O 03/01/14
0
1
1876864 F96/G01 F 320,000.00 ZZ
180 320,000.00 1
42 ANDERSON AVENUE 6.875 2,853.93 72
6.625 2,853.93 450,000.00
ENGLEWOOD CLIFF NJ 07632 2 03/10/99 00
0431252626 05 05/01/99 0
463254 O 04/01/14
0
1877614 A06/G01 F 249,600.00 ZZ
180 248,812.52 1
22601 HIGHBANK DR 7.000 2,243.48 70
6.750 2,243.48 360,000.00
BEVERLY HILLS MI 48025 2 02/24/99 00
0431243047 05 04/01/99 0
001000009900606 O 03/01/14
0
1878287 E82/G01 F 118,300.00 ZZ
180 117,934.81 1
3208 KINGSWOOD COURT 7.250 1,077.18 74
7.000 1,077.18 160,000.00
FULLERTON CA 92835 2 02/02/99 00
0400179776 03 04/01/99 0
1614575 O 03/01/14
0
1879201 L70/G01 F 257,000.00 ZZ
180 257,000.00 1
3444 SHAWNEE ROAD 6.375 2,221.12 69
6.125 2,221.12 375,000.00
SAN DIEGO CA 92117 2 03/22/99 00
0431270982 05 05/01/99 0
00000 O 04/01/14
0
1880378 A19/G01 F 313,200.00 ZZ
180 313,200.00 1
24 WINDSOR AVENUE 7.250 2,859.09 67
7.000 2,859.09 470,000.00
ACTON MA 01720 5 03/11/99 00
0431251479 05 05/01/99 0
8359 O 04/01/14
0
1880586 L82/G01 F 197,000.00 ZZ
180 197,000.00 1
1
1246 SPRUANCE STREET 7.125 1,784.49 44
6.875 1,784.49 450,000.00
SAN JOSE CA 95128 2 03/01/99 00
0431247915 05 05/01/99 0
0000 O 04/01/14
0
1880904 E82/G01 F 288,000.00 ZZ
180 287,081.46 1
6476 NORTH DESERT BREEZE COURT 6.875 2,568.54 70
6.625 2,568.54 415,000.00
TUCSON AZ 85750 2 02/11/99 00
0400178232 03 04/01/99 0
1637929 O 03/01/14
0
1880953 N44/G01 F 476,000.00 ZZ
180 472,888.77 1
8904 WESTMINSTER GLEN 6.625 4,179.25 80
6.375 4,179.25 595,000.00
AUSTIN TX 78723 2 01/27/99 00
0431245117 03 03/01/99 0
0000 O 02/01/14
0
1880954 P58/G01 F 390,000.00 ZZ
120 387,731.23 1
1017 HERKNESS DRIVE 6.875 4,503.15 60
6.625 4,503.15 651,500.00
ARLINGTON TWP PA 19046 2 02/25/99 00
0431249051 05 04/01/99 0
990000321 O 03/01/09
0
1880984 976/976 F 75,000.00 ZZ
180 74,293.61 1
507 BRIMFIELD ROAD 7.125 679.38 40
6.875 679.38 190,000.00
WETHERSFIELD CT 06109 2 12/16/98 00
5455525 05 02/01/99 0
5455525 O 01/01/14
0
1880992 976/976 F 500,000.00 ZZ
180 496,835.83 1
2712 VIA VICTORIA 7.000 4,494.15 32
6.750 4,494.15 1,600,000.00
PALOS VERDES ES CA 90274 2 01/21/99 00
5537558 05 03/01/99 0
1
5537558 O 02/01/14
0
1880995 976/976 F 128,000.00 ZZ
180 126,580.83 1
2077 2ND STREET NORTH 7.375 1,177.51 78
7.125 1,177.51 165,000.00
ST. PAUL MN 55109 2 12/21/98 00
5556587 05 02/01/99 0
5556587 O 01/01/14
0
1880998 976/976 F 355,000.00 ZZ
180 352,753.43 1
1540 NEWLANDS AVENUE 7.000 3,190.85 31
6.750 3,190.85 1,150,000.00
BURLINGAME CA 94010 5 01/19/99 00
5576347 05 03/01/99 0
5576347 O 02/01/14
0
1881446 F88/G01 F 650,000.00 ZZ
180 647,858.63 1
2 COVERED WAGON LANE 6.500 5,662.20 65
6.250 5,662.20 1,000,000.00
ROLLING HILLS CA 90274 2 02/04/99 00
0431266170 03 04/01/99 0
298111511 O 03/01/14
0
1881651 638/G01 F 305,000.00 ZZ
180 304,027.25 1
34 RANGELEY ROAD 6.875 2,720.15 55
6.625 2,720.15 560,000.00
WINCHESTER MA 01890 2 02/05/99 00
0431222496 05 04/01/99 0
08846088 O 03/01/14
0
1882028 A19/G01 F 410,000.00 ZZ
180 410,000.00 1
73 LANCASTER ROAD 6.750 3,628.13 67
6.500 3,628.13 615,000.00
NORTH ANDOVER MA 01845 5 02/26/99 00
0431243799 05 05/01/99 0
000 O 04/01/14
0
1
1882100 664/G01 F 736,200.00 ZZ
180 731,490.49 1
29105 OLD MILL CREEK LANE 6.875 6,565.84 51
6.625 6,565.84 1,450,000.00
AGOURA HILLS CA 91301 5 01/22/99 00
0431262799 03 03/01/99 0
2771806 O 02/01/14
0
1882296 964/G01 F 205,800.00 ZZ
180 205,129.28 1
402 HANWORTH COURT 6.625 1,806.91 75
6.375 1,806.91 275,000.00
ROSEVILLE CA 95661 2 02/04/99 00
0431222520 03 04/01/99 0
50322 O 03/01/14
0
1882918 638/G01 F 500,000.00 ZZ
180 498,439.59 1
10 WANDERS DRIVE 7.125 4,529.16 80
6.875 4,529.16 630,000.00
HINGHAM MA 02043 5 02/09/99 00
0431226182 05 04/01/99 0
08852367 O 03/01/14
0
1883113 J93/G01 F 205,000.00 ZZ
180 205,000.00 1
1847 DEER POND CIRCLE 7.125 1,856.95 67
6.875 1,856.95 308,000.00
EAGAN MN 55122 1 03/15/99 00
0431259605 05 05/01/99 0
1883113 O 04/01/14
0
1883168 116/116 F 260,000.00 ZZ
180 259,152.63 1
26906 HOLLY LORD 6.625 2,282.79 77
6.375 2,282.79 340,000.00
MAGNOLIA TX 77355 2 02/11/99 00
091067233 03 04/01/99 0
091067233 O 03/01/14
0
1883284 K08/G01 F 145,000.00 ZZ
180 144,552.39 1
565 MAYFAIR LANE 7.250 1,323.65 48
7.000 1,323.65 303,000.00
1
BUFFALO GROVE IL 60089 2 02/04/99 00
0411247224 05 04/01/99 0
411247224 O 03/01/14
0
1883345 L86/G01 F 300,000.00 ZZ
180 300,000.00 1
9 BERGAMO 6.750 2,654.73 64
6.500 2,654.73 470,000.00
IRVINE CA 92614 2 03/02/99 00
0431264464 05 05/01/99 0
00 O 04/01/14
0
1883436 G32/G01 F 500,000.00 ZZ
180 500,000.00 1
2240 NORTH DAYTON 7.000 4,494.14 55
6.750 4,494.14 910,000.00
CHICAGO IL 60611 2 03/05/99 00
0431259639 05 05/01/99 0
0000 O 04/01/14
0
1883671 830/G01 F 107,050.00 ZZ
180 106,704.86 1
2435 EAST 2100 SOUTH 6.750 947.30 56
6.500 947.30 192,000.00
SALT LAKE CITY UT 84109 2 02/16/99 00
0431244797 05 04/01/99 0
540491 O 03/01/14
0
1883682 966/G01 F 216,000.00 ZZ
180 214,603.28 1
601 SAN JUAN COURT 6.750 1,911.40 80
6.500 1,911.40 270,000.00
IRVING TX 75062 1 01/06/99 00
0431226554 05 03/01/99 0
10500011 O 02/01/14
0
1883916 P51/G01 F 300,000.00 ZZ
180 300,000.00 1
1 WANDERING RILL 6.875 2,675.56 57
6.625 2,675.56 530,000.00
IRVINE CA 92612 2 03/10/99 00
0431254598 03 05/01/99 0
1883916 O 04/01/14
0
1
1884027 975/G01 F 278,000.00 ZZ
180 277,113.35 1
6816 LIVINGTON DRIVE 6.875 2,479.36 40
6.625 2,479.36 695,000.00
HUNTINGTON BEAC CA 92648 2 02/16/99 00
0431245661 03 04/01/99 0
990442 O 03/01/14
0
1884094 A26/G01 F 490,000.00 ZZ
180 488,403.04 1
5 CARLTON LANE 6.625 4,302.17 70
6.375 4,302.17 700,000.00
MONSEY NY 10952 5 02/16/99 00
0431240845 05 04/01/99 0
13337 O 03/01/14
0
1884191 A93/G01 F 120,000.00 ZZ
180 120,000.00 1
100 WEST BOULEVARD 7.375 1,103.91 71
7.125 1,103.91 170,000.00
EAST ROCKAWAY NY 11518 2 03/10/99 00
0431259449 05 05/01/99 0
02992601 O 04/01/14
0
1884241 G32/G01 F 295,000.00 ZZ
180 294,059.13 1
10001 GRAFF DRIVE 6.875 2,630.97 67
6.625 2,630.97 445,000.00
ROSEMONT IL 60018 2 02/24/99 00
0431232289 05 04/01/99 0
1005234 O 03/01/14
0
1884735 943/943 F 337,243.82 ZZ
69 325,266.40 1
6 BELVEDERE COURT 7.125 5,971.25 49
6.875 5,971.25 689,000.00
BURLINGAME CA 94010 1 09/02/98 00
10211688 05 02/01/99 0
10211688 O 10/01/04
0
1884737 943/943 F 313,850.00 ZZ
180 309,159.85 1
1
533 N. C. HWY 61 6.625 2,755.58 75
6.375 2,755.58 418,500.00
WHITSETT NC 27377 5 11/04/98 00
8080000134 05 01/01/99 0
8080000134 O 12/01/13
0
1884738 943/943 F 400,000.00 ZZ
180 394,797.75 1
5 CEDAR CHINE 6.750 3,539.64 42
6.500 3,539.64 975,000.00
ASHEVILLE NC 28803 5 11/03/98 00
8080000295 05 01/01/99 0
8080000295 O 12/01/13
0
1884739 943/943 F 372,000.00 ZZ
180 366,062.86 1
416 DOGWOOD PLACE 7.000 3,343.64 77
6.750 3,343.64 488,000.00
FLOWOOD MS 39208 1 11/04/98 00
8080000464 05 12/01/98 0
8080000464 O 11/01/13
0
1884750 943/943 F 320,000.00 ZZ
180 315,748.76 1
604 FOREST LAKE ROAD 6.500 2,787.55 64
6.250 2,787.55 500,000.00
FAYETTEVILLE NC 28305 2 11/13/98 00
8080002235 05 01/01/99 0
8080002235 O 12/01/13
0
1884751 943/943 F 335,000.00 ZZ
180 329,538.56 1
1706 N PELHAM DRIVE 6.750 2,964.45 67
6.500 2,964.45 500,000.00
ATLANTA GA 30324 2 10/30/98 00
8080002413 05 12/01/98 0
8080002413 O 11/01/13
0
1884753 943/943 F 527,000.00 ZZ
180 521,818.85 1
9 LENOX PLACE 6.625 4,627.03 80
6.375 4,627.03 665,000.00
ST LOUIS MO 63108 2 12/18/98 00
8080002648 03 02/01/99 0
1
8080002648 O 01/01/14
0
1884759 943/943 F 590,000.00 ZZ
180 582,161.81 1
2700 TURNBERRY PARK LANE 6.500 5,139.53 57
6.250 5,139.53 1,050,000.00
ST LOUIS MO 63131 5 11/23/98 00
8080002883 03 01/01/99 0
8080002883 O 12/01/13
0
1884760 943/943 F 315,000.00 ZZ
180 310,770.63 1
5903 CABELL VIEW COURT 6.375 2,722.39 75
6.125 2,722.39 420,000.00
CHARLOTTE NC 28277 2 11/09/98 00
8080002912 05 01/01/99 0
8080002912 O 12/01/13
0
1884762 943/943 F 286,650.00 ZZ
120 276,500.33 1
21528 BLAKELY SHORES RD 6.875 3,309.81 65
6.625 3,309.81 441,000.00
CORNELIUS NC 28031 5 09/17/98 00
8080003087 05 11/01/98 0
8080003087 O 10/01/08
0
1884770 943/943 F 340,000.00 ZZ
180 335,476.44 1
634 NORTH LAMAR BOULEVARD 6.500 2,961.77 48
6.250 2,961.77 718,000.00
OXFORD MS 38655 2 11/03/98 00
8080003698 05 01/01/99 0
8080003698 O 12/01/13
0
1884780 943/943 F 300,000.00 ZZ
180 297,113.09 1
1375 SMITH RIDGE ROAD 6.875 2,675.57 35
6.625 2,675.57 865,000.00
NEW CANAAN CT 06840 5 12/16/98 00
8080004835 05 02/01/99 0
8080004835 O 01/01/14
0
1
1884783 943/943 F 290,000.00 ZZ
180 283,618.70 1
14784 BROOK HILL DRIVE 7.250 2,647.30 60
7.000 2,647.30 486,900.00
CHESTERFIELD MO 63017 1 08/14/98 00
8080004908 05 10/01/98 0
8080004908 O 09/01/13
0
1884804 943/943 F 342,000.00 ZZ
180 335,219.37 1
21 MAKIN GRADE 6.625 3,002.74 25
6.375 3,002.74 1,375,000.00
ROSS CA 94957 2 09/08/98 00
8080004946 05 11/01/98 0
8080004946 O 10/01/13
0
1884808 943/943 F 250,000.00 ZZ
180 231,304.58 1
8 WINDMILL LANE 6.500 2,177.77 61
6.250 2,177.77 411,000.00
TRUMBULL CT 06611 2 09/17/98 00
8080004954 05 11/01/98 0
8080004954 O 10/01/13
0
1884812 943/943 F 314,000.00 ZZ
180 307,803.26 1
12822 LINDA VISTA COURT 6.875 2,800.43 72
6.625 2,800.43 440,000.00
BELLEVILLE MI 48111 2 09/17/98 00
8080004958 05 11/01/98 0
8080004958 O 10/01/13
0
1884821 943/943 F 352,000.00 ZZ
180 347,373.04 1
383 OAK HILL FARM ROAD 6.625 3,090.54 80
6.375 3,090.54 440,000.00
MONTGOMERY AL 36105 2 11/18/98 00
8080005406 05 01/01/99 0
8080005406 O 12/01/13
0
1884822 943/943 F 294,300.00 ZZ
180 291,528.22 1
1 BAYBERRY RD 7.125 2,665.87 71
6.875 2,665.87 415,000.00
1
WINDHAM NH 03087 2 12/03/98 00
8080005632 05 02/01/99 0
8080005632 O 01/01/14
0
1884824 943/943 F 373,350.00 ZZ
180 368,673.92 1
3504 LEXINGTON AVENUE 6.625 3,277.99 19
6.375 3,277.99 2,000,000.00
HIGHLAND PARK TX 75205 2 12/21/98 00
8080005671 05 02/01/99 0
8080005671 O 01/01/14
0
1884829 943/943 F 275,100.00 T
180 272,793.67 1
297 MILLINGPORT LN 6.875 2,453.50 65
6.625 2,453.50 429,000.00
NEW LONDON NC 28127 2 01/22/99 00
8080006110 03 03/01/99 0
8080006110 O 02/01/14
0
1884831 943/943 F 264,000.00 ZZ
180 259,248.28 1
109 MARTINGALE LN 6.750 2,336.16 57
6.500 2,336.16 466,000.00
WILMINGTON NC 28409 2 12/02/98 00
8080006461 05 02/01/99 0
8080006461 O 01/01/14
0
1884833 943/943 F 325,000.00 ZZ
144 319,017.24 1
5849 NEWCOMBE CT 6.625 3,277.62 79
6.375 3,277.62 415,000.00
CHARLOTTE NC 28277 2 11/19/98 00
8080006961 03 01/01/99 0
8080006961 O 12/01/10
0
1884836 943/943 F 393,900.00 ZZ
180 389,043.71 1
948 FAIRFAX 7.375 3,623.58 50
7.125 3,623.58 800,000.00
BIRMINGHAM MI 48009 5 11/25/98 00
8080007723 05 01/01/99 0
8080007723 O 12/01/13
0
1
1884864 943/943 F 375,000.00 ZZ
180 371,313.22 1
26 PEACH KNOB DRIVE 6.625 3,292.48 78
6.375 3,292.48 485,000.00
ASHEVILLE NC 28804 1 12/28/98 00
8080010071 03 02/01/99 0
8080010071 O 01/01/14
0
1884865 943/943 F 310,000.00 ZZ
180 306,952.29 1
4409 PLAYFAIR LANE 6.625 2,721.78 72
6.375 2,721.78 435,000.00
CHARLOTTE NC 28227 2 12/23/98 00
8080010164 03 02/01/99 0
8080010164 O 01/01/14
0
1884867 943/943 F 319,800.00 T
180 316,689.34 1
103 STARFISH CT 6.750 2,829.94 60
6.500 2,829.94 535,000.00
EMERALD ISLE NC 28594 2 12/22/98 00
8080010323 03 02/01/99 0
8080010323 O 01/01/14
0
1884874 A35/G01 F 153,750.00 ZZ
180 153,254.29 1
822 WENWOOD DRIVE 6.750 1,360.55 75
6.500 1,360.55 205,000.00
EAST MEADOW NY 11554 2 01/29/99 00
0431230069 05 04/01/99 0
HLVP8740 O 03/01/14
0
1884876 943/943 F 366,200.00 ZZ
180 363,806.45 1
611 WHISPERING PINES LANE 6.625 3,215.21 74
6.375 3,215.21 500,000.00
HELENA AL 35080 2 12/29/98 00
8080010708 05 03/01/99 0
8080010708 O 02/01/14
0
1884892 943/943 F 617,500.00 ZZ
180 613,507.04 1
1
2180 CHURCHILL LANE 6.750 5,464.32 65
6.500 5,464.32 950,000.00
HIGHLAND PARK IL 60035 5 01/26/99 00
8080011444 05 03/01/99 0
8080011444 O 02/01/14
0
1884897 943/943 F 381,000.00 ZZ
180 377,294.09 1
2634 208TH AVENUE SE 6.750 3,371.51 49
6.500 3,371.51 780,000.00
ISSAQUAH WA 98029 5 12/23/98 00
8080012297 05 02/01/99 0
8080012297 O 01/01/14
0
1884898 943/943 F 252,000.00 ZZ
180 250,317.20 1
7 WILLIAMSBURG CIRCLE 6.375 2,177.92 80
6.125 2,177.92 315,000.00
MADISON CT 06443 1 01/15/99 00
8080012302 05 03/01/99 0
8080012302 O 02/01/14
0
1884901 943/943 F 258,000.00 ZZ
180 255,596.21 1
34 CARRIE DRIVE 7.250 2,355.19 74
7.000 2,355.19 350,000.00
HENDERSONVILLE NC 28792 5 12/18/98 00
8080012661 05 02/01/99 0
8080012661 O 01/01/14
0
1884906 943/943 F 225,000.00 ZZ
180 218,391.44 1
1330 TOWN LINE ROAD 6.875 2,006.68 57
6.625 2,006.68 400,000.00
SAGAPONACK NY 11975 2 06/24/98 00
8090056180 05 08/01/98 0
8090056180 O 07/01/13
0
1884909 943/943 F 450,000.00 ZZ
180 444,021.69 1
17 CHESTERFIELD LAKES RD 6.500 3,919.99 67
6.250 3,919.99 680,000.00
CHESTERFIELD MO 63005 5 11/27/98 00
8090069334 03 01/01/99 0
1
8090069334 O 12/01/13
0
1884914 943/943 F 625,000.00 ZZ
180 621,044.12 1
1215 FARAWAY ROAD 7.000 5,617.68 38
6.750 5,617.68 1,650,000.00
SNOWMASS VILLAG CO 81615 5 12/29/98 00
8090071625 03 03/01/99 0
8090071625 O 02/01/14
0
1884925 943/943 F 318,000.00 ZZ
180 315,647.71 1
54 SUMMERBERRY CIRCLE 6.500 2,770.13 74
6.250 2,770.13 430,000.00
BRISTOL CT 06010 2 01/29/99 00
8090076023 05 03/01/99 0
8090076023 O 02/01/14
0
1884929 943/943 F 250,000.00 ZZ
180 247,568.29 1
28 KIM PLACE 6.750 2,212.28 69
6.500 2,212.28 363,000.00
KINGS PARK NY 11754 5 12/09/98 00
8111154291 05 02/01/99 0
8111154291 O 01/01/14
0
1884930 943/943 F 281,800.00 ZZ
180 278,173.90 1
51 FOREST AVENUE UNIT 66 6.875 2,513.25 71
6.625 2,513.25 400,000.00
OLD GREENWICH CT 06870 2 11/24/98 00
8111154310 01 01/01/99 0
8111154310 O 12/01/13
0
1884932 943/943 F 287,500.00 ZZ
180 282,845.41 1
33 WEST 630 MAREBARN LANE 6.875 2,564.09 53
6.625 2,564.09 545,000.00
WAYNE IL 60184 2 12/18/98 00
8111155589 05 02/01/99 0
8111155589 O 01/01/14
0
1
1884933 943/943 F 316,000.00 T
120 310,453.46 1
106 STATION BAY COVE 6.875 3,648.71 53
6.625 3,648.71 600,000.00
DUCK NC 27949 2 12/03/98 00
8111156155 03 02/01/99 0
8111156155 O 01/01/09
0
1884934 943/943 F 531,500.00 ZZ
180 526,385.33 3
53 COMPO BEACH ROAD 6.875 4,740.21 33
6.625 4,740.21 1,650,000.00
WESTPORT CT 06880 2 12/15/98 00
8111156878 05 02/01/99 0
8111156878 O 01/01/14
0
1884935 943/943 F 302,000.00 ZZ
180 298,966.95 1
20709 N MEADOW LANE 6.375 2,610.04 47
6.125 2,610.04 650,000.00
BARRINGTON IL 60010 2 12/21/98 00
8111157124 05 02/01/99 0
8111157124 O 01/01/14
0
1884938 943/943 F 295,000.00 ZZ
180 291,174.43 1
5010 OAK TRAIL COURT 6.750 2,610.49 75
6.500 2,610.49 395,000.00
LISLE IL 60532 2 12/02/98 00
8111157384 05 02/01/99 0
8111157384 O 01/01/14
0
1884946 943/943 F 411,000.00 ZZ
180 407,087.20 1
15 HEMLOCK DRIVE 7.000 3,694.19 35
6.750 3,694.19 1,200,000.00
GREAT NECK NY 11024 5 12/22/98 00
8111159050 05 02/01/99 0
8111159050 O 01/01/14
0
1884949 943/943 F 250,000.00 T
180 246,747.91 1
1625 IXORA DRIVE 6.750 2,212.28 48
6.500 2,212.28 525,000.00
1
NAPLES FL 34102 2 11/25/98 00
8111159388 05 01/01/99 0
8111159388 O 12/01/13
0
1884952 943/943 F 315,000.00 ZZ
180 310,815.20 1
1840 WINTER RUN COURT 6.500 2,743.99 78
6.250 2,743.99 405,000.00
CHESTERFIELD MO 63017 2 11/25/98 00
8111159801 03 01/01/99 0
8111159801 O 12/01/13
0
1884958 943/943 F 450,000.00 ZZ
180 445,528.40 1
6 EVERGREEN LANE 6.500 3,919.99 66
6.250 3,919.99 688,000.00
CHAPPAQUA NY 10514 5 12/03/98 00
8111160309 05 02/01/99 0
8111160309 O 01/01/14
0
1884960 943/943 F 438,000.00 ZZ
180 430,257.66 1
1920 WATERFORD COURT 6.625 3,845.62 55
6.375 3,845.62 800,000.00
HIGHLAND PARK IL 60035 2 11/19/98 00
8111160400 03 01/01/99 0
8111160400 O 12/01/13
0
1884965 943/943 F 285,000.00 ZZ
180 281,213.73 1
26 MUIRWOOD DRIVE 6.500 2,482.66 66
6.250 2,482.66 434,000.00
GLEN ELLYN IL 60137 5 11/30/98 00
8111160781 05 01/01/99 0
8111160781 O 12/01/13
0
1884970 943/943 F 257,600.00 ZZ
120 250,218.39 1
69 BROOK STREET 6.500 2,925.00 43
6.250 2,925.00 600,000.00
GARDEN CITY NY 11530 2 11/17/98 00
8111161064 05 01/01/99 0
8111161064 O 12/01/08
0
1
1884974 943/943 F 900,000.00 ZZ
180 891,056.82 1
21 GIRDLE RIDGE DRIVE 6.500 7,839.97 17
6.250 7,839.97 5,400,000.00
BEDFORD NY 10536 5 12/11/98 00
8111161208 05 02/01/99 0
8111161208 O 01/01/14
0
1884980 943/943 F 251,250.00 ZZ
180 247,671.67 1
330 EAST 38TH STREET UNIT 22 7.000 2,258.31 75
6.750 2,258.31 335,000.00
NEW YORK NY 10016 2 12/08/98 00
8111161345 08 02/01/99 0
8111161345 O 01/01/14
0
1884982 943/943 F 287,800.00 ZZ
180 285,619.15 1
106 COLONY WAY 6.500 2,507.05 34
6.250 2,507.05 850,000.00
BRANDON MS 39047 2 01/15/99 00
8111161387 02 03/01/99 0
8111161387 O 02/01/14
0
1884986 943/943 F 265,350.00 ZZ
180 257,795.19 1
1523 ELMWOOD AVENUE 6.375 2,293.29 64
6.125 2,293.29 420,000.00
WILMETTE IL 60091 2 11/25/98 00
8111161668 05 01/01/99 0
8111161668 O 12/01/13
0
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180 300,021.06 1
45 SENECA WEST AVENUE 6.625 2,660.33 78
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HAWTHORN WOODS IL 60047 2 12/03/98 00
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0
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180 350,283.76 1
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17 STUYVESANT AVENUE 6.500 3,092.44 42
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LARCHMONT NY 10538 2 11/25/98 00
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8111161740 O 12/01/13
0
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180 248,345.84 1
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DIX HILLS NY 11746 2 01/05/99 00
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8111161887 O 02/01/14
0
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180 312,963.10 1
62 SALISBURY ROAD 6.750 2,787.47 36
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DARIEN CT 06820 5 01/09/99 00
8111161998 05 03/01/99 0
8111161998 O 02/01/14
0
1884999 943/943 F 288,000.00 ZZ
180 285,228.53 1
4601 WHITE CHAPEL WAY 6.875 2,568.55 53
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RALEIGH NC 27615 2 12/11/98 00
8111162080 03 02/01/99 0
8111162080 O 01/01/14
0
1885001 943/943 F 323,300.00 ZZ
120 317,625.33 1
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8111162954 O 01/01/09
0
1885002 943/943 F 381,700.00 ZZ
180 378,026.87 1
2336 GOLF BROOK DRIVE 6.875 3,404.21 62
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WEST PALM BEACH FL 33414 2 12/15/98 00
8111163006 03 02/01/99 0
1
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BRIARCLIFF NY 10510 5 12/09/98 00
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0
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180 445,715.92 1
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MANHASSET NY 11030 5 12/03/98 00
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8111163405 O 01/01/14
0
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180 309,021.96 1
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MENDOTA HEIGHTS MN 55118 2 02/06/99 00
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8111164225 O 03/01/14
0
1885009 943/943 F 440,000.00 T
180 437,185.30 1
3127 MIRO DRIVE NORTH 6.875 3,924.16 47
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PALM BEACH FL 33410 2 01/04/99 00
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8111164312 O 02/01/14
0
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NAPLES FL 34105 2 01/27/99 00
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1
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530 WEST END AVENUE UNIT 10B 7.375 2,922.60 75
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NEW YORK NY 10024 2 01/29/99 00
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0
1885028 943/943 F 616,000.00 ZZ
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2880 SEMINOLE STREET 6.125 5,239.85 80
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COCONUT GROVE FL 33133 1 01/20/99 00
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8111168487 O 02/01/14
0
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NAPERVILLE IL 60565 2 12/28/98 00
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8505500524 O 02/01/14
0
1885033 943/943 F 305,000.00 ZZ
180 302,485.61 1
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STAMFORD CT 06903 1 01/25/99 00
8507300801 05 03/01/99 0
8507300801 O 02/01/14
0
1885034 943/943 F 350,000.00 ZZ
180 346,667.95 1
1199 PARK AVENUE APT 9A 7.000 3,145.90 44
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NEW YORK NY 10128 2 12/17/98 00
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8510601137 O 01/01/14
0
1885035 943/943 F 330,000.00 ZZ
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10 WEST 66TH STREET APT 29D 6.500 2,874.66 35
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1
NEW YORK NY 10023 2 01/15/99 00
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8513600767 O 02/01/14
0
1885047 943/943 F 415,000.00 ZZ
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LAKE FOREST IL 60045 2 12/08/98 00
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8555101015 O 01/01/14
0
1885055 943/943 F 250,500.00 ZZ
180 247,492.04 1
151 SAINT VINCENT COURT 6.750 2,216.70 53
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DANVILLE CA 94526 5 12/02/98 00
8562600434 03 02/01/99 0
8562600434 O 01/01/14
0
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180 554,276.82 1
4928 30TH STREET NW 6.375 4,838.94 80
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WASHINGTON DC 20008 1 12/28/98 00
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8562700651 O 01/01/14
0
1885058 943/943 F 305,000.00 ZZ
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MIAMI FL 33156 2 11/17/98 00
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0
1885059 943/943 F 258,000.00 ZZ
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MIAMI FL 33143 2 12/10/98 00
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0
1
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152 CANNON ROAD 6.875 5,083.57 48
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WILTON CT 06897 2 11/25/98 00
8573900223 05 01/01/99 0
8573900223 O 12/01/13
0
1885068 943/943 F 407,000.00 ZZ
180 402,912.43 1
59 WILD DUCK ROAD 6.375 3,517.50 52
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WILTON CT 06897 2 12/02/98 00
8573900232 05 02/01/99 0
8573900232 O 01/01/14
0
1885069 943/943 F 364,000.00 ZZ
180 360,497.22 1
13 GODFREY LANE 6.875 3,246.35 68
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WESTPORT CT 06880 2 12/02/98 00
8573900235 05 02/01/99 0
8573900235 O 01/01/14
0
1885072 943/943 F 440,000.00 ZZ
180 437,093.05 1
4481 WOODFIELD BOULEVARD 6.500 3,832.88 80
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8576500186 O 02/01/14
0
1885075 943/943 F 396,800.00 ZZ
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83 EAST LEWIS STREET 7.000 3,566.56 80
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TOWNSHIP OF NJ 07920 1 01/25/99 00
9080012951 05 03/01/99 0
9080012951 O 02/01/14
0
1885085 943/943 F 533,000.00 ZZ
180 529,590.38 1
1
25 WILLOW WOODS DRIVE 6.875 4,753.59 70
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EXCELSIOR MN 55331 2 01/28/99 00
9080014163 05 03/01/99 0
9080014163 O 02/01/14
0
1885087 943/943 F 350,000.00 ZZ
180 348,859.31 1
3814 ALTON PLACE NW 6.625 3,072.98 69
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WASHINGTON DC 20016 2 02/11/99 00
9080014240 05 04/01/99 0
9080014240 O 03/01/14
0
1885088 943/943 F 700,000.00 ZZ
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LONGMONT CO 80503 5 02/12/99 00
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9080014330 O 03/01/14
0
1885091 943/943 F 524,000.00 ZZ
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MARIETTA GA 30067 1 01/27/99 00
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0
1885166 A68/G01 F 252,000.00 ZZ
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1202 VALLEY TRAIL 6.750 2,229.97 70
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HEATH TX 75032 2 03/09/99 00
0431257237 05 05/01/99 0
0000 O 04/01/14
0
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19848 SUNSET VISTA ROAD 7.000 2,750.42 67
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WALNUT CA 91789 2 01/29/99 00
0431246248 05 04/01/99 0
1
236232097 O 03/01/14
0
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180 166,925.29 1
311 SOUTH LINHAVEN CIRCLE 6.875 1,498.32 75
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ANAHEIM CA 92804 1 01/26/99 00
0431259290 03 03/01/99 0
236233242 O 02/01/14
0
1885373 966/G01 F 365,000.00 ZZ
180 363,848.45 1
3231 GREENGRIER DRIVE 7.000 3,280.72 34
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UNIVERSITY PARK TX 75225 2 02/10/99 00
0431253715 05 04/01/99 0
30007263 O 03/01/14
0
1885406 E33/G01 F 263,000.00 ZZ
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GURNEE IL 60031 2 02/22/99 00
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322481664 O 03/01/14
0
1885545 815/G01 F 444,000.00 ZZ
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6 LONGVIEW DRIVE 7.000 3,990.80 80
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LEBANON NJ 08833 1 01/25/99 00
0431231364 05 03/01/99 0
100588 O 02/01/14
0
1885546 815/G01 F 400,000.00 ZZ
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11 QUINCY PARK 6.900 3,572.99 62
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BEVERLY MA 01915 5 11/03/98 00
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100828 O 12/01/13
0
1
1885552 815/G01 F 312,000.00 ZZ
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NEWTON MA 02161 5 09/11/98 00
0431231398 05 11/01/98 0
100588 O 10/01/13
0
1885610 026/G01 F 360,000.00 ZZ
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1808 LIATRIS LANE 6.500 3,135.99 76
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RALEIGH NC 27613 1 02/25/99 00
0431235662 03 04/01/99 0
0200352644 O 03/01/14
0
1885697 E82/G01 F 450,000.00 ZZ
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GGCC LOT 48 CHESTER BRANCH RD 6.875 4,013.34 79
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LINVILLE NC 28646 2 02/25/99 00
0400177903 03 04/01/99 0
0400177903 O 03/01/14
0
1885708 664/G01 F 289,000.00 ZZ
180 285,646.66 1
21201 OSTROM ROAD 7.000 2,597.62 72
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FIDDLETOWN CA 95629 2 01/15/99 00
0431243112 05 03/01/99 0
2919884 O 02/01/14
0
1885914 E48/E48 F 385,000.00 ZZ
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15 MIDDLETON PARK LANE 6.875 3,433.64 58
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NASHVILLE TN 37215 5 01/22/99 00
0663 03 03/01/99 0
0663 O 02/01/14
0
1885923 168/168 F 415,000.00 ZZ
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10 LANDING CREEK COURT 6.750 3,672.37 64
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AMHERST NY 14221 5 02/10/99 00
0189440805 05 04/01/99 0
0189440805 O 03/01/14
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1886089 830/G01 F 82,500.00 ZZ
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9836 SOUTH CLAREMONT 6.875 735.78 64
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CHICAGO IL 60643 2 02/24/99 00
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1886090 069/G01 F 428,350.00 ZZ
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2262337038 O 03/01/14
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532 ARBOLES STREET 7.000 1,883.95 75
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MONTEREY PARK CA 91754 1 02/18/99 00
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2362341030 O 03/01/14
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1886150 822/G01 F 281,250.00 ZZ
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0431241041 05 04/01/99 0
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0
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25881 PEMBROKE 6.875 3,299.87 78
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HUNTINGTON WOOD MI 48070 2 03/11/99 00
0431272608 05 05/01/99 0
001000009901343 O 04/01/14
0
1
1886424 M51/G01 F 386,000.00 ZZ
180 386,000.00 1
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PARK RIDGE IL 60068 2 02/26/99 00
0431241991 05 05/01/99 0
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0
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MEDIA PA 19063 2 03/03/99 00
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0
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BRONX NY 10461 1 02/16/99 00
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0
1886667 077/077 F 326,000.00 T
180 324,926.02 1
21765 HOWELL DRIVE 6.500 2,839.81 55
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CASSOPOLIS MI 49031 5 02/25/99 00
440350 05 04/01/99 0
440350 O 03/01/14
0
1886704 944/G01 F 285,000.00 ZZ
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1550 DANA AVENUE 6.875 2,541.78 27
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PALO ALTO CA 94303 2 02/11/99 00
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0
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1
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0431244045 05 05/01/99 0
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0
1886866 664/G01 F 288,000.00 ZZ
180 287,030.62 1
5627 BERWICK COURT 6.250 2,469.38 63
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2920072 O 03/01/14
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1886893 830/G01 F 650,000.00 ZZ
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4225 LARCHMONT STREET 7.000 5,842.38 43
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542492 O 03/01/14
0
1886989 822/G01 F 325,000.00 ZZ
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7 SUSAN CT. 7.000 2,921.20 73
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0431241009 05 04/01/99 0
2356000326 O 03/01/14
0
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BURLINGTON VT 05401 2 03/03/99 00
0400185799 01 05/01/99 0
1497436 O 04/01/14
0
1887015 356/G01 F 270,000.00 ZZ
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309 CUTTY COURT 6.875 2,408.01 69
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PACIFICA CA 94044 2 02/08/99 00
0431253095 03 04/01/99 0
1
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0
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SCOTTSDALE AZ 85255 2 03/03/99 00
0400185997 09 05/01/99 0
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0
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61869137 O 02/01/14
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PHOENIX AZ 85053 1 01/26/99 00
0431242239 05 03/01/99 0
0071152623 O 02/01/14
0
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0
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577 OUTLOOK AVENUE 7.250 1,049.79 64
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0431245083 05 04/01/99 0
000 O 03/01/14
0
1
1887286 943/943 F 193,569.66 ZZ
42 181,009.66 1
SHIRLAND FARM 7.250 5,232.08 25
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MIDDLEBURG VA 22117 1 12/03/98 00
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0
1887397 195/G01 F 385,000.00 ZZ
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WESTON MA 02493 2 02/23/99 00
0431246131 05 04/01/99 0
61731 O 03/01/14
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RESTON VA 20191 2 03/01/99 00
0431242809 03 05/01/99 0
0200096435 O 04/01/14
0
1887445 367/367 F 325,500.00 ZZ
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8029 CYPRESS GROVE LANE 6.625 2,857.87 75
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CABIN JOHN MD 20818 5 03/02/99 00
987906 05 05/01/99 0
987906 O 04/01/14
0
1887459 168/168 F 280,000.00 ZZ
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25 BOB-O-LINK LANE 6.750 2,477.75 79
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NORTHPORT NY 11768 2 02/10/99 00
0249351820 05 04/01/99 0
0249351820 O 03/01/14
0
1887472 168/168 F 483,000.00 ZZ
180 481,476.16 1
67 LOCHMOOR BOULEVARD 7.000 4,341.34 68
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1
GROSSE POINTE S MI 48236 5 02/12/99 00
XXX 05 04/01/99 0
XXX O 03/01/14
0
1887478 168/168 F 255,000.00 ZZ
180 254,186.71 1
14 STONEHEDGE DRIVE 6.875 2,274.23 78
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POUGHKEEPSIE NY 12603 2 02/23/99 00
0189421215 05 04/01/99 0
0189421215 O 03/01/14
0
1887525 A46/G01 F 75,000.00 ZZ
180 74,768.48 1
21 NORTH MOSSROCK ROAD 7.250 684.65 66
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THE WOODLANDS TX 77380 1 02/23/99 00
0431244102 03 04/01/99 0
0553242 O 03/01/14
0
1887535 664/G01 F 488,500.00 ZZ
180 486,907.93 1
97 EAST LONE HOLLOW 6.625 4,289.00 62
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SANDY UT 84042 2 02/22/99 00
0431248632 03 04/01/99 0
2860781 O 03/01/14
0
1887551 E82/G01 F 283,600.00 ZZ
180 283,600.00 1
12 REMINGTON RUN 6.750 2,509.60 40
6.500 2,509.60 725,000.00
SAN ANTONIO TX 78258 2 03/05/99 00
0400171278 03 05/01/99 0
1461015 O 04/01/14
0
1887554 536/536 F 318,750.00 ZZ
180 306,972.98 1
3111 NE ROCKY BUTTE ROAD 6.750 2,820.65 80
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1
1887561 950/G01 F 115,200.00 ZZ
180 115,200.00 1
7824 WOODWORTH AVENUE 6.875 1,027.42 68
6.625 1,027.42 170,000.00
TACOMA WA 98406 2 02/26/99 00
0431244078 05 05/01/99 0
102990210027 O 04/01/14
0
1887577 664/G01 F 264,000.00 ZZ
180 263,148.83 1
2218 GRAND CANAL 6.750 2,336.17 33
6.500 2,336.17 820,000.00
VENICE CA 90291 2 02/05/99 00
0431264191 05 04/01/99 0
2904548 O 03/01/14
0
1887866 943/943 F 53,059.60 ZZ
31 47,337.77 1
3 WAYNE COURT 7.250 1,882.03 16
7.000 1,882.03 350,000.00
FORT SALONGA NY 11768 1 12/07/98 00
642100831 05 02/01/99 0
642100831 O 08/01/01
0
1887931 893/G01 F 280,000.00 ZZ
180 280,000.00 1
1077 VISTA POINTE CIRCLE 6.750 2,477.75 67
6.500 2,477.75 418,000.00
SAN RAMON CA 94583 2 03/03/99 00
0431245067 09 05/01/99 0
99020858 O 04/01/14
0
1887961 253/253 F 170,000.00 ZZ
180 169,445.95 1
1135 CHICKASAW DR 6.625 1,492.59 70
6.375 1,492.59 245,000.00
LONDON OH 43140 2 02/19/99 00
932736 03 04/01/99 0
932736 O 03/01/14
0
1888047 638/G01 F 121,500.00 ZZ
180 121,104.02 1
1
2780 RIVERSIDE LANE NORTHEAST 6.625 1,066.76 94
6.375 1,066.76 130,000.00
ROCHESTER MN 55906 2 02/22/99 10
0431246065 05 04/01/99 25
08812836 O 03/01/14
0
1888061 638/G01 F 92,000.00 ZZ
180 91,703.38 1
797 SOUTH EDINBURGH DRIVE 6.750 814.12 69
6.500 814.12 134,900.00
LOVELAND CO 80537 1 02/24/99 00
0431245760 05 04/01/99 0
08853548 O 03/01/14
0
1888105 664/G01 F 227,000.00 ZZ
180 226,252.16 1
1433 ROYAL OAKS DRIVE 6.500 1,977.42 28
6.250 1,977.42 830,000.00
BRADBURY CA 91010 2 02/22/99 00
0431270412 05 04/01/99 0
2788479 O 03/01/14
0
1888116 638/G01 F 148,000.00 ZZ
180 147,522.83 1
1204 CAMERON LANE 6.750 1,309.67 61
6.500 1,309.67 245,000.00
DALY CITY CA 94014 2 02/23/99 00
0431245810 01 04/01/99 0
08847594 O 03/01/14
0
1888217 A50/A50 F 296,000.00 ZZ
180 295,045.67 1
4625 RAINWOOD CIRCLE 6.750 2,619.33 80
6.500 2,619.33 370,000.00
VALDOSTA GA 31602 2 02/05/99 00
110942 03 04/01/99 0
110942 O 03/01/14
0
1888254 N85/G01 F 360,000.00 ZZ
180 360,000.00 1
476 31ST STREET 6.625 3,160.78 50
6.375 3,160.78 730,000.00
MANHATTAN BEACH CA 90266 5 02/26/99 00
0431248343 05 05/01/99 0
1
11956432 O 04/01/14
0
1888395 E82/G01 F 256,500.00 ZZ
180 256,500.00 1
10024 CHARLEMONT DRIVE 6.750 2,269.79 79
6.500 2,269.79 325,000.00
LAS VEGAS NV 89134 2 03/08/99 00
0400184628 03 05/01/99 0
0400184628 O 04/01/14
0
1888403 964/G01 F 455,000.00 ZZ
180 453,580.03 1
297 CLAUDIA COURT 7.125 4,121.53 75
6.875 4,121.53 610,000.00
MORAGA CA 94556 2 02/02/99 00
0431245836 05 04/01/99 0
48665 O 03/01/14
0
1888470 J40/G01 F 320,000.00 T
180 318,968.29 1
636 OAK SHADOW LANE 6.750 2,831.71 80
6.500 2,831.71 402,000.00
ELLIJAY GA 30540 2 02/25/99 00
0431245141 05 04/01/99 0
7630427 O 03/01/14
0
1888660 B65/G01 F 355,500.00 ZZ
180 355,500.00 1
3199 FALMOUTH ROAD 6.750 3,145.86 79
6.500 3,145.86 450,000.00
SHAKER HEIGHTS OH 44122 2 03/08/99 00
0431253962 05 05/01/99 0
0000 O 04/01/14
0
1888701 225/225 F 560,000.00 ZZ
180 558,213.94 1
4 GALILEO 6.875 4,994.39 56
6.625 4,994.39 1,000,000.00
IRVINE CA 92612 2 02/08/99 00
7105841 03 04/01/99 0
7105841 O 03/01/14
0
1
1888753 111/111 F 270,000.00 ZZ
180 266,562.71 1
2462 SUMMIT DRIVE 7.000 2,426.84 49
6.750 2,426.84 560,000.00
LAKE OSWEGO OR 97034 5 11/23/98 00
807656 05 01/01/99 0
807656 O 12/01/13
0
1888776 111/111 F 430,000.00 ZZ
180 425,677.69 1
7620 WEST VISTA WAY 6.875 3,834.97 75
6.625 3,834.97 580,000.00
SACRAMENTO CA 95831 2 01/29/99 00
814166 03 03/01/99 0
814166 O 02/01/14
0
1888780 975/G01 F 300,000.00 ZZ
180 300,000.00 1
6163 NORTH MUSCATEL AVENUE 6.875 2,675.56 63
6.625 2,675.56 480,000.00
TEMPLE CITY CA 91775 1 03/02/99 00
0431253160 05 05/01/99 0
990603 O 04/01/14
0
1888785 111/111 F 500,000.00 ZZ
180 494,978.41 1
96 SHADY LANE 6.375 4,321.25 35
6.125 4,321.25 1,450,000.00
ROSS CA 94957 2 12/22/98 00
816011 05 02/01/99 0
816011 O 01/01/14
0
1888809 111/111 F 399,888.00 ZZ
180 394,958.73 1
2099 LAKE STREET 7.375 3,678.66 40
7.125 3,678.66 1,008,000.00
SAN FRANCISCO CA 94121 1 11/24/98 00
820874 05 01/01/99 0
820874 O 12/01/13
0
1888816 961/G01 F 196,000.00 ZZ
180 195,354.30 1
1053 LOGANRITA AVENUE 6.500 1,707.37 52
6.250 1,707.37 380,000.00
1
ARCADIA CA 91006 2 02/12/99 00
0431249325 05 04/01/99 0
09112159 O 03/01/14
0
1888819 111/111 F 292,000.00 ZZ
180 290,191.77 1
12200 PRAIRIE ROSE WAY 7.250 2,665.56 77
7.000 2,665.56 380,000.00
BAKERSFIELD CA 93312 2 01/08/99 00
814140 05 03/01/99 0
814140 O 02/01/14
0
1888836 111/111 F 452,000.00 ZZ
180 449,170.40 1
234 HAWTHORNE AVENUE 7.125 4,094.36 40
6.875 4,094.36 1,150,000.00
LARKSPUR CA 94939 2 12/28/98 00
822711 05 03/01/99 0
822711 O 02/01/14
0
1888849 B98/G01 F 300,000.00 ZZ
180 300,000.00 1
3091 FALLS CREEK DRIVE 6.875 2,675.57 55
6.625 2,675.57 550,000.00
SAN JOSE CA 95135 2 03/22/99 00
0431266584 05 05/01/99 0
NA O 04/01/14
0
1888856 111/111 F 336,000.00 T
180 333,941.81 1
23 LA COSTA DRIVE 7.375 3,090.94 80
7.125 3,090.94 420,000.00
RANCHO MIRAGE CA 92270 2 01/14/99 00
824810 01 03/01/99 0
824810 O 02/01/14
0
1888879 A50/A50 F 650,000.00 ZZ
180 647,949.29 1
174 BEACH DRIVE 7.000 5,842.38 41
6.750 5,842.38 1,600,000.00
MYRTLE BEACH SC 29572 5 02/17/99 00
7505178550 05 04/01/99 0
7505178550 O 03/01/14
0
1
1889052 638/G01 F 375,000.00 ZZ
180 373,803.99 1
7 CARRIAGE HILL ROAD 6.875 3,344.45 70
6.625 3,344.45 540,000.00
WOODBRIDGE CT 06525 5 02/25/99 00
0431250372 05 04/01/99 0
08851296 O 03/01/14
0
1889088 003/G01 F 645,000.00 ZZ
180 645,000.00 1
1500 CHEROKEE TRAIL 7.125 5,842.62 75
6.875 5,842.62 860,000.00
ATLANTA GA 30331 1 03/08/99 00
0431252659 05 05/01/99 0
0010641579 O 04/01/14
0
1889145 E82/G01 F 300,000.00 ZZ
180 300,000.00 1
5341 GENESTA AVENUE 6.875 2,675.56 38
6.625 2,675.56 807,000.00
ENCINO CA 91316 2 03/10/99 00
0400184149 05 05/01/99 0
1627757 O 04/01/14
0
1889165 815/G01 F 256,500.00 ZZ
180 256,500.00 1
242 15 OAK PARK DRIVE #120A 6.375 2,216.81 90
6.125 2,216.81 285,000.00
DOUGLASTON NY 11362 1 03/03/99 10
0431244508 01 05/01/99 25
84848 O 04/01/14
0
1889226 638/G01 F 98,000.00 ZZ
180 97,690.82 2
7-9 ORNE STREET 7.000 880.85 60
6.750 880.85 164,000.00
DORCHESTER MA 02122 2 02/25/99 00
0431250489 05 04/01/99 0
08843424 O 03/01/14
0
1889254 956/G01 F 380,000.00 ZZ
180 378,734.60 1
1
418 EVERETT AVENUE 6.375 3,284.15 62
6.125 3,284.15 615,000.00
PALO ALTO CA 94301 1 02/25/99 00
0431249861 07 04/01/99 0
109010513 O 03/01/14
0
1889256 956/G01 F 292,000.00 ZZ
180 291,068.71 1
6086 GROVEOAK PLACE 6.875 2,604.21 65
6.625 2,604.21 450,000.00
RANCHO PALOS VE CA 90275 2 02/22/99 00
0431249085 05 04/01/99 0
109020275 O 03/01/14
0
1889259 956/G01 F 265,000.00 ZZ
180 264,145.62 1
2743 GOUGH STREET #2 6.750 2,345.01 69
6.500 2,345.01 386,000.00
SAN FRANCISCO CA 94123 2 02/04/99 00
0431247980 01 04/01/99 0
108110078 O 03/01/14
0
1889266 956/G01 F 300,000.00 ZZ
180 299,063.76 1
5345 OAK PARK AVENUE 7.125 2,717.49 56
6.875 2,717.49 545,000.00
ENCINO CA 91316 2 02/17/99 00
0431249093 05 04/01/99 0
309020086 O 03/01/14
0
1889270 956/G01 F 405,000.00 ZZ
180 403,665.77 1
1336 JAY COURT 6.500 3,527.98 58
6.250 3,527.98 710,000.00
WEST LINN OR 97068 2 02/24/99 00
0431248186 05 04/01/99 0
1309010200 O 03/01/14
0
1889275 956/G01 F 336,000.00 ZZ
180 334,904.94 1
8884 NORTH 3170 EAST 6.625 2,950.06 45
6.375 2,950.06 750,000.00
UTAH COUNTY UT 84604 5 02/23/99 00
0431247345 03 04/01/99 0
1
709020266 O 03/01/14
0
1889655 E82/G01 F 250,000.00 ZZ
180 250,000.00 1
10201 DIXIE HIGHWAY 6.000 2,109.64 73
5.750 2,109.64 343,500.00
ANCHORVILLE MI 48023 5 03/09/99 00
0400183034 05 05/01/99 0
0400183034 O 04/01/14
0
1889915 E82/G01 F 275,000.00 ZZ
180 275,000.00 1
6214 ARMITOS DRIVE 6.750 2,433.50 48
6.500 2,433.50 575,000.00
CAMARILLO CA 93012 2 03/10/99 00
0400188678 05 05/01/99 0
0400188678 O 04/01/14
0
1889920 H25/G01 F 292,000.00 ZZ
120 292,000.00 1
5 06 ACRES 336 LOBLOLLY ROAD 6.750 3,352.86 48
6.500 3,352.86 615,000.00
KILMARNOCK VA 22482 2 03/26/99 00
0431276427 05 05/01/99 0
9999 O 04/01/09
0
1889941 B60/G01 F 622,700.00 ZZ
180 620,692.36 1
2419 BUCKINGHAM LANE 6.750 5,510.33 78
6.500 5,510.33 800,000.00
LOS ANGELES CA 90077 2 02/08/99 00
0431248095 03 04/01/99 0
265206 O 03/01/14
0
1890109 B27/G01 F 292,400.00 ZZ
180 292,400.00 1
100 RIDGE STREET 6.750 2,587.48 46
6.500 2,587.48 640,000.00
WINCHESTER MA 01890 2 03/08/99 00
0431251214 05 05/01/99 0
0000 O 04/01/14
0
1
1890160 664/G01 F 252,000.00 ZZ
180 251,196.27 1
12040 OTSEGO STREET 6.875 2,247.48 61
6.625 2,247.48 415,000.00
NORTH HOLLYWOOD CA 91607 2 02/18/99 00
0431256320 05 04/01/99 0
2963122 O 03/01/14
0
1890181 K21/G01 F 450,000.00 ZZ
180 450,000.00 1
1091 CORTE BARROSO 6.625 3,950.97 48
6.375 3,950.97 950,000.00
CAMARILLO CA 93010 1 03/17/99 00
0431274125 03 05/01/99 0
9910930 O 04/01/14
0
1890243 E82/G01 F 275,000.00 ZZ
180 275,000.00 1
579 MERLOT DRIVE 6.500 2,395.55 63
6.250 2,395.55 439,950.00
FREMONT CA 94539 2 03/08/99 00
0400187589 05 05/01/99 0
1759567 O 04/01/14
0
1890312 356/G01 F 400,000.00 T
180 398,751.67 1
206 OBSERVATION DRIVE 7.125 3,623.33 77
6.875 3,623.33 520,000.00
TAHOE CITY CA 96145 1 02/16/99 00
0431276591 05 04/01/99 0
2718948 O 03/01/14
0
1890362 975/G01 F 300,000.00 ZZ
180 300,000.00 1
18203 CHARLTON LANE 7.125 2,717.49 58
6.875 2,717.49 520,000.00
LOS ANGELES CA 91326 1 03/05/99 00
0431274679 03 05/01/99 0
990747 O 04/01/14
0
1890384 765/G01 F 243,500.00 ZZ
180 234,045.82 1
12463 CAVALLO STREET 7.375 2,240.02 79
7.125 2,240.02 310,000.00
1
SAN DIEGO CA 92130 2 12/29/98 00
0431248715 07 02/01/99 0
143682 O 01/01/14
0
1890751 664/G01 F 293,400.00 ZZ
180 291,482.26 1
2051 HILLDALE DRIVE 6.625 2,576.04 61
6.375 2,576.04 483,000.00
LA CANADA FLINT CA 91011 2 01/04/99 00
0431255694 05 03/01/99 0
2902377 O 02/01/14
0
1890789 638/G01 F 436,000.00 ZZ
180 434,624.44 1
3055 WARBLER PLACE 7.000 3,918.89 70
6.750 3,918.89 630,000.00
HIGHLAND PARK IL 60035 2 02/22/99 00
0431253111 05 04/01/99 0
08857356 O 03/01/14
0
1890833 F18/G01 F 140,000.00 ZZ
180 140,000.00 1
321 ASCOT COURT 7.125 1,268.17 70
6.875 1,268.17 200,000.00
AMERICAN CANYON CA 94589 2 03/05/99 00
0431253418 05 05/01/99 0
00588 O 04/01/14
0
1890963 026/G01 F 437,500.00 ZZ
180 437,500.00 1
812 MADAM MOORES LANE 6.750 3,871.48 70
6.500 3,871.48 625,000.00
NEW BERN NC 28562 5 03/04/99 00
0431250687 05 05/01/99 0
0200369067 O 04/01/14
0
1890967 E45/E45 F 280,000.00 ZZ
180 279,097.25 1
123 SOUTH ROCK ISLAND DR 6.750 2,477.75 67
6.500 2,477.75 420,000.00
EATONTON GA 31024 2 02/25/99 00
47032 05 04/01/99 0
47032 O 03/01/14
0
1
1891002 E45/E45 F 345,000.00 ZZ
180 343,887.69 1
55 MCINTOSH DRIVE 6.750 3,052.94 63
6.500 3,052.94 550,000.00
SAVANNAH GA 31406 5 02/08/99 00
48204 05 04/01/99 0
48204 O 03/01/14
0
1891153 562/G01 F 100,000.00 ZZ
180 100,000.00 1
59 BIG WOLF LAKE 7.000 898.83 23
6.750 898.83 445,000.00
TUPPER LAKE NY 12986 5 03/04/99 00
0431253319 05 05/01/99 0
592980 O 04/01/14
0
1891159 M29/G01 F 597,000.00 ZZ
180 595,095.93 1
35 UPLAND ROAD 6.875 5,324.38 76
6.625 5,324.38 795,000.00
COLORADO SPRING CO 80906 2 03/05/99 00
0431256429 05 04/01/99 0
0000 O 03/01/14
0
1891216 K09/G01 F 52,000.00 ZZ
180 52,000.00 1
8630 WEST BLACK CANYON ROAD 7.000 467.39 57
6.750 467.39 92,000.00
WESTON ID 83286 1 03/12/99 00
0431253780 05 05/01/99 0
3464631 O 04/01/14
0
1891221 961/G01 F 580,000.00 ZZ
180 578,130.03 1
2008 KANOLA ROAD 6.750 5,132.47 40
6.500 5,132.47 1,450,000.00
LA HABRA HEIGHT CA 90631 2 02/19/99 00
0431250828 05 04/01/99 0
09112167 O 03/01/14
0
1891251 638/G01 F 367,950.00 ZZ
180 366,737.82 1
1
9374 COUNTY ROAD 2434 6.500 3,205.24 80
6.250 3,205.24 460,000.00
ROYSE CITY TX 75160 2 03/01/99 00
0431253913 05 04/01/99 0
08843049 O 03/01/14
0
1891282 638/G01 F 215,000.00 ZZ
180 214,291.70 1
7 HEIDELBERG FARMS LANE 6.500 1,872.88 80
6.250 1,872.88 270,500.00
BERNVILLE PA 19506 2 02/24/99 00
0431253897 05 04/01/99 0
08856612 O 03/01/14
0
1891321 E82/G01 F 95,000.00 ZZ
180 95,000.00 1
929 WASHINGTON STREET 7.000 853.89 55
UNIT # 9 6.750 853.89 175,000.00
DENVER CO 80203 2 03/12/99 00
0400187266 01 05/01/99 0
1553234 O 04/01/14
0
1891387 A50/A50 F 325,000.00 ZZ
180 321,838.78 1
205 JAMES ROAD 6.750 2,875.96 88
6.500 2,875.96 371,500.00
FORTSON GA 31808 2 12/30/98 01
119826 05 02/01/99 25
119826 O 01/01/14
0
1891401 E82/G01 F 282,800.00 ZZ
180 282,800.00 1
2541 RIVER BEND DRIVE 6.875 2,522.16 71
6.625 2,522.16 400,000.00
SPRING VALLEY OH 45370 2 03/11/99 00
0400177689 05 05/01/99 0
1748899 O 04/01/14
0
1891409 356/G01 F 278,364.00 ZZ
180 277,476.18 1
39280 CANYON HEIGHTS DRIVE 6.875 2,482.61 53
6.625 2,482.61 535,000.00
FREMONT CA 94539 2 02/18/99 00
0431253863 05 04/01/99 0
1
2722023 O 03/01/14
0
1891896 N71/G01 F 256,000.00 ZZ
180 256,000.00 1
742 CAMINO LAKES CIRCLE 7.000 2,301.00 80
6.750 2,301.00 320,000.00
BOCA RATON FL 33486 1 03/15/99 00
0431255462 05 05/01/99 0
24161098 O 04/01/14
0
1891955 F44/G01 F 48,300.00 ZZ
180 48,300.00 1
19 JUNIPER ROAD 6.625 424.07 25
6.375 424.07 199,000.00
KINGS PARK NY 11754 2 03/12/99 00
0431258169 05 05/01/99 0
206701 O 04/01/14
0
1891988 966/G01 F 351,200.00 ZZ
180 348,953.37 1
5415 REMINGTON ROAD 6.875 3,132.19 80
6.625 3,132.19 439,000.00
LAS CRUCES NM 88011 1 02/04/99 00
0431253996 05 03/01/99 0
30009616 O 02/01/14
0
1891997 975/G01 F 266,250.00 ZZ
180 266,250.00 1
16216 PROMONTORY PLACE 7.000 2,393.13 75
6.750 2,393.13 355,000.00
LA MIRADA CA 90638 1 03/04/99 00
0431267152 03 05/01/99 0
990571 O 04/01/14
0
1892017 077/077 F 260,000.00 ZZ
180 260,000.00 1
53270 QUINCE ROAD 7.250 2,373.44 80
7.000 2,373.44 325,000.00
SOUTH BEND IN 46628 1 03/10/99 00
439618 05 05/01/99 0
439618 O 04/01/14
0
1
1892063 026/G01 F 350,000.00 ZZ
180 350,000.00 1
1142 ASCOTT VALLEY DRIVE 6.750 3,097.19 44
6.500 3,097.19 802,000.00
DULUTH GA 30097 2 03/10/99 00
0431253723 03 05/01/99 0
0200275763 O 04/01/14
0
1892119 E26/G01 F 53,000.00 ZZ
180 52,830.96 1
1371 EAST RAMONA AVENUE 6.875 472.69 40
6.625 472.69 134,000.00
SALT LAKE CITY UT 84105 2 02/03/99 00
0431254341 05 04/01/99 0
34900342 O 03/01/14
0
1892149 757/G01 F 200,000.00 ZZ
120 200,000.00 1
1517 HWY 68 6.625 2,283.70 57
6.375 2,283.70 352,668.00
SWEETWATER TN 37874 4 03/15/99 00
0431255199 05 05/01/99 0
3350584 O 04/01/09
0
1892177 638/G01 F 286,000.00 ZZ
180 285,087.84 1
365 REDONDO TERRACE 6.875 2,550.70 59
6.625 2,550.70 485,000.00
SUNNYVALE CA 94086 2 02/17/99 00
0431254705 03 04/01/99 0
08801265 O 03/01/14
0
1892188 638/G01 F 235,000.00 ZZ
180 234,274.56 1
424 SOUTH PROSPECT AVENUE 7.250 2,145.23 56
7.000 2,145.23 420,000.00
PARK RIDGE IL 60068 2 03/01/99 00
0431254770 05 04/01/99 0
08859737 O 03/01/14
0
1892198 638/G01 F 272,000.00 ZZ
120 270,417.67 1
1007 NORTH IGUALA STREET 6.875 3,140.66 80
6.625 3,140.66 340,000.00
1
MONTEBELLO CA 90640 5 02/23/99 00
0431254895 05 04/01/99 0
08838929 O 03/01/09
0
1892205 638/G01 F 280,000.00 ZZ
180 280,000.00 1
10906 MEADOW ROAD SW 6.750 2,477.75 69
6.500 2,477.75 406,000.00
LAKEWOOD WA 98499 5 03/02/99 00
0431254945 05 05/01/99 0
08857579 O 04/01/14
0
1892217 638/G01 F 350,000.00 ZZ
180 348,871.57 1
221 SOUTH PALM DRIVE 6.750 3,097.18 31
6.500 3,097.18 1,160,000.00
BEVERLY HILLS CA 90212 2 02/25/99 00
0431256841 05 04/01/99 0
08859985 O 03/01/14
0
1892218 638/G01 F 633,403.00 ZZ
180 633,403.00 1
4402 WHITEWATER CREEK ROAD 6.750 5,605.04 56
6.500 5,605.04 1,150,000.00
ATLANTA GA 30327 5 03/05/99 00
0431256361 05 05/01/99 0
08859495 O 04/01/14
0
1892249 E97/G01 F 240,000.00 ZZ
180 240,000.00 1
1641 GLENNEYRE STREET 6.750 2,123.78 64
6.500 2,123.78 375,000.00
LAGUNA BEACH CA 92651 2 03/25/99 00
0431272582 05 05/01/99 0
983569 O 04/01/14
0
1892271 B65/G01 F 335,000.00 ZZ
180 335,000.00 1
22 RENAISSANCE WAY 6.625 2,941.28 67
6.375 2,941.28 502,000.00
WHEELING WV 26003 2 03/15/99 00
0431260314 05 05/01/99 0
020199114 O 04/01/14
0
1
1892293 964/G01 F 300,000.00 ZZ
180 300,000.00 1
3420 FAIRPOINT STREET 6.750 2,654.73 66
6.500 2,654.73 455,000.00
PASADENA CA 91107 1 03/09/99 00
0431253798 05 05/01/99 0
48808 O 04/01/14
0
1892330 E82/G01 F 202,000.00 ZZ
180 202,000.00 1
76 CEDARCLIFF ROAD 6.875 1,801.54 60
6.625 1,801.54 340,000.00
STATEN ISLAND NY 10301 2 03/30/99 00
0431257930 05 05/01/99 0
1633079 O 04/01/14
0
1892371 A50/A50 F 400,000.00 ZZ
120 387,192.73 1
1094 CAMERON MILL ROAD 6.625 4,567.40 73
6.375 4,567.40 550,000.00
LAGRANGE GA 30240 5 02/25/99 00
120419 05 05/01/99 0
120419 O 04/01/09
0
1892382 638/G01 F 474,000.00 ZZ
180 474,000.00 1
1028 AVONOAK TERRACE 6.750 4,194.47 65
6.500 4,194.47 740,000.00
GLENDALE CA 91206 2 03/03/99 00
0431257625 05 05/01/99 0
08850423 O 04/01/14
0
1892388 638/G01 F 138,000.00 ZZ
180 138,000.00 1
5629 SOUTH EATON STREET 7.000 1,240.38 52
6.750 1,240.38 269,531.00
LITTLETON CO 80123 1 03/12/99 00
0431257005 03 05/01/99 0
08864595 O 04/01/14
0
1892556 E82/G01 F 323,000.00 ZZ
180 323,000.00 1
1
14010 HORSESHOE CIRCLE 6.750 2,858.26 45
6.500 2,858.26 725,000.00
WACO TX 76712 2 03/16/99 00
0400189767 05 05/01/99 0
1580586 O 04/01/14
0
1892563 E82/G01 F 298,000.00 ZZ
180 298,000.00 1
3667 THORNHILL DRIVE 6.875 2,657.72 70
6.625 2,657.72 430,000.00
LIVERMORE CA 94550 2 03/17/99 00
0400188579 05 05/01/99 0
1727554 O 04/01/14
0
1892584 E82/G01 F 331,000.00 ZZ
180 331,000.00 1
2 FULLER FARMS ROAD 6.750 2,929.05 69
6.500 2,929.05 480,000.00
TOPSFIELD MA 01983 2 03/11/99 00
0400183455 05 05/01/99 0
1678292 O 04/01/14
0
1892586 F28/G01 F 392,000.00 ZZ
180 386,660.13 1
8 RIVERVIEW TERRACE 6.625 3,441.74 55
6.375 3,441.74 725,000.00
DOVER MA 02030 2 02/22/99 00
0431254051 05 04/01/99 0
4580399 O 03/01/14
0
1892634 E82/G01 F 283,000.00 ZZ
180 283,000.00 1
405 CROWN STREET 6.875 2,523.95 84
6.625 2,523.95 340,000.00
BROOKLYN NY 11225 2 03/16/99 04
0400183786 08 05/01/99 6
1531752 O 04/01/14
0
1892679 A35/G01 F 75,000.00 ZZ
120 75,000.00 1
6 GARDNER AVENUE 7.250 880.51 46
7.000 880.51 165,000.00
HICKSVILLE NY 11801 2 03/09/99 00
0431259498 05 05/01/99 0
1
000 O 04/01/09
0
1892683 562/562 F 300,000.00 ZZ
180 300,000.00 1
27 PARK DRIVE SOUTH 7.375 2,759.77 18
7.125 2,759.77 1,750,000.00
RYE NY 10580 5 03/18/99 00
573964 05 05/01/99 0
573964 O 04/01/14
0
1892686 964/G01 F 300,000.00 ZZ
180 299,022.27 1
134 CANYON DRIVE 6.625 2,633.98 36
6.375 2,633.98 850,000.00
NAPA CA 94558 2 02/09/99 00
0431255371 03 04/01/99 0
50219 O 03/01/14
0
1892688 964/G01 F 350,000.00 ZZ
180 350,000.00 1
2330 MAGNOLIA AVENUE 6.875 3,121.49 64
6.625 3,121.49 555,000.00
PETALUMA CA 94952 2 03/11/99 00
0431256023 05 05/01/99 0
52213 O 04/01/14
0
1892695 964/G01 F 282,500.00 ZZ
180 281,608.73 1
131 MOLIMO DRIVE 7.000 2,539.19 71
6.750 2,539.19 400,000.00
SAN FRANCISCO CA 94127 5 03/02/99 00
0431256908 05 04/01/99 0
51627 O 03/01/14
0
1892709 964/G01 F 342,000.00 ZZ
180 342,000.00 1
4300 GUAVA AVENUE 6.625 3,002.74 68
6.375 3,002.74 505,000.00
SEAL BEACH CA 90740 5 02/25/99 00
0431255413 05 05/01/99 0
51824 O 04/01/14
0
1
1892716 964/G01 F 290,000.00 ZZ
180 290,000.00 1
16 DELLWOOD COURT 6.875 2,586.38 54
6.625 2,586.38 545,000.00
SAN RAFAEL CA 94901 2 03/05/99 00
0431255298 05 05/01/99 0
52224 O 04/01/14
0
1892731 765/G01 F 152,000.00 ZZ
180 152,000.00 1
2524 HENRY AVENUE 7.000 1,366.22 95
6.750 1,366.22 160,000.00
PINOLE CA 94564 2 03/08/99 11
0431255702 05 05/01/99 30
180925 O 04/01/14
0
1892799 F88/G01 F 267,000.00 ZZ
180 267,000.00 1
14668 STONERIDGE DRIVE 7.000 2,399.87 40
6.750 2,399.87 675,000.00
SARATOGA CA 95070 2 03/15/99 00
0431261007 09 05/01/99 0
99020275 O 04/01/14
0
1892834 E82/G01 F 277,000.00 ZZ
180 277,000.00 1
4417 BROOKFIELD DRIVE 6.875 2,470.44 74
6.625 2,470.44 379,000.00
NORMAN OK 73072 2 03/18/99 00
0400184917 05 05/01/99 0
1588461 O 04/01/14
0
1892919 026/G01 F 255,000.00 ZZ
180 255,000.00 1
400 GLASGOW ROAD 6.500 2,221.33 74
6.250 2,221.33 348,000.00
CARY NC 27511 2 03/16/99 00
0431258920 05 05/01/99 0
0200364537 O 04/01/14
0
1892941 026/G01 F 260,000.00 ZZ
180 260,000.00 1
223 LANDS END RD. 6.375 2,247.06 46
6.125 2,247.06 575,000.00
1
MOREHEAD CITY NC 28557 2 03/15/99 00
0431258334 05 05/01/99 0
0200377868 O 04/01/14
0
1892972 664/G01 F 324,500.00 ZZ
180 323,419.41 1
9780 TELEGRAPH ROAD 6.375 2,804.50 73
6.125 2,804.50 450,000.00
VENTURA CA 93004 5 02/18/99 00
0431266386 05 04/01/99 0
2986644 O 03/01/14
0
1892999 F18/G01 F 234,000.00 ZZ
180 234,000.00 1
22311 STEVENS CREEK BLVD 6.750 2,070.69 48
6.500 2,070.69 490,000.00
CUPERTINO CA 95014 2 03/16/99 00
0431265958 05 05/01/99 0
00611 O 04/01/14
0
1893014 664/G01 F 352,000.00 ZZ
180 352,000.00 1
38526 OAKCREST LANE 7.250 3,213.28 75
7.000 3,213.28 470,000.00
WADSWORTH IL 60083 2 03/10/99 00
0431262138 05 05/01/99 0
3059789 O 04/01/14
0
1893272 076/076 F 272,400.00 ZZ
180 270,657.46 1
808 NW 40TH 6.875 2,429.41 78
6.625 2,429.41 350,000.00
OKLAHOMA CITY OK 73118 2 01/27/99 00
989871 05 03/01/99 0
989871 O 02/01/14
0
1893273 076/076 F 295,000.00 ZZ
180 293,153.25 1
2623 LYNDSEY CT 7.125 2,672.20 84
6.875 2,672.20 355,000.00
STILLWATER OK 74074 2 02/01/99 01
990425 03 03/01/99 12
990425 O 02/01/14
0
1
1893274 076/076 F 425,000.00 ZZ
180 422,131.53 1
75 LONG POINT DR 6.250 3,644.05 65
6.000 3,644.05 655,000.00
AMELIA ISLAND FL 32034 5 01/11/99 00
1067920 05 03/01/99 0
1067920 O 02/01/14
0
1893276 076/076 F 260,000.00 ZZ
180 258,245.18 1
111 WALKLEY HILL RD 6.250 2,229.30 80
6.000 2,229.30 325,000.00
HADDAM CT 06438 1 01/29/99 00
1399873 05 03/01/99 0
1399873 O 02/01/14
0
1893277 076/076 F 600,000.00 ZZ
180 596,036.01 1
174 POINT RD 6.500 5,226.64 60
6.250 5,226.64 1,011,000.00
MARION MA 02738 5 01/15/99 00
1400847 05 03/01/99 0
1400847 O 02/01/14
0
1893283 076/076 F 512,000.00 ZZ
180 508,653.47 1
2004 ISLAND DR 6.625 4,495.33 80
6.375 4,495.33 640,000.00
MONROE LA 71201 2 01/13/99 00
2132013 05 03/01/99 0
2132013 O 02/01/14
0
1893285 076/076 F 476,000.00 ZZ
180 474,465.33 1
2950 S ROCKFORD RD 6.750 4,212.17 70
6.500 4,212.17 680,000.00
TULSA OK 74114 5 02/10/99 00
5946328 05 04/01/99 0
5946328 O 03/01/14
0
1893287 076/076 F 325,000.00 ZZ
180 322,920.96 1
1
5717 S 118TH PLZ 6.875 2,898.53 59
6.625 2,898.53 555,000.00
OMAHA NE 68137 2 02/03/99 00
5979830 03 03/01/99 0
5979830 O 02/01/14
0
1893288 076/076 F 372,000.00 ZZ
180 369,489.26 1
3436 PEYTON RIDGE RD 6.250 3,189.61 75
6.000 3,189.61 500,000.00
IVY VA 22945 2 01/15/99 00
6370829 05 03/01/99 0
6370829 O 02/01/14
0
1893294 076/076 F 528,000.00 ZZ
180 526,316.01 1
38 OLD WINTER ST 6.875 4,708.99 47
6.625 4,708.99 1,135,000.00
LINCOLN MA 01773 2 02/10/99 00
7284932 05 04/01/99 0
7284932 O 03/01/14
0
1893295 076/076 F 250,000.00 ZZ
180 248,984.38 1
155 WILLARD RD 7.125 2,264.58 32
6.875 2,264.58 804,000.00
BROOKLINE MA 02445 5 02/10/99 00
7285103 05 04/01/99 0
7285103 O 03/01/14
0
1893297 076/076 F 274,300.00 ZZ
180 272,507.11 1
18777 LOOKOUT CIR 6.625 2,408.34 69
6.375 2,408.34 400,000.00
FAIRVIEW PARK OH 44126 2 02/01/99 00
7305970 05 03/01/99 0
7305970 O 02/01/14
0
1893298 076/076 F 423,000.00 ZZ
180 420,294.05 1
1638 SPRING DR 6.875 3,772.55 61
6.625 3,772.55 695,000.00
LOUISVILLE KY 40205 2 01/20/99 00
7308720 05 03/01/99 0
1
7308720 O 02/01/14
0
1893299 076/076 F 261,300.00 ZZ
180 257,900.81 1
7956 CARUTH CT 6.750 2,312.54 48
6.500 2,312.54 550,000.00
DALLAS TX 75225 2 11/17/98 00
7310691 05 01/01/99 0
7310691 O 12/01/13
0
1893301 076/076 F 984,633.00 ZZ
180 916,325.64 1
6008 E SAGE DR 6.750 8,713.12 58
6.500 8,713.12 1,700,000.00
PHOENIX AZ 85253 1 09/01/98 00
7320980 05 10/01/98 0
7320980 O 09/01/13
0
1893305 076/076 F 526,000.00 ZZ
180 522,777.95 1
W1994 KINGS PARKWAY 7.375 4,838.80 62
7.125 4,838.80 860,000.00
EAST TROY WI 53120 2 01/19/99 00
7347559 01 03/01/99 0
7347559 O 02/01/14
0
1893306 076/076 F 596,000.00 ZZ
180 594,078.44 1
W1793 GOLDEN BEACH WY 6.750 5,274.07 52
6.500 5,274.07 1,150,000.00
EAST TROY WI 53149 2 02/09/99 00
7347565 05 04/01/99 0
7347565 O 03/01/14
0
1893310 076/076 F 302,500.00 T
180 299,557.63 1
1429 MONTEREY DRIVE 6.750 2,676.86 66
6.500 2,676.86 465,000.00
TAOS NM 87557 2 12/17/98 00
7412618 05 02/01/99 0
7412618 O 01/01/14
0
1
1893311 076/076 F 620,000.00 ZZ
180 613,969.39 1
3351 E POINTE LN 6.750 5,486.44 48
6.500 5,486.44 1,300,000.00
BLOOMFIELD HILL MI 48302 5 12/09/98 00
7430203 05 02/01/99 0
7430203 O 01/01/14
0
1893312 076/076 F 330,000.00 ZZ
180 327,911.65 1
928E KRAMER LN 7.000 2,966.14 75
6.750 2,966.14 445,000.00
APPLETON WI 54915 1 01/15/99 00
7812799 05 03/01/99 0
7812799 O 02/01/14
0
1893313 076/076 F 537,000.00 ZZ
180 533,320.74 1
7027 ST CHARLES AVE 6.875 4,789.26 59
6.625 4,789.26 925,000.00
NEW ORLEANS LA 70118 2 01/29/99 00
7819476 05 03/01/99 0
7819476 O 02/01/14
0
1893314 076/076 F 267,000.00 ZZ
180 266,139.17 1
3477 HIGHLAND CENTER 6.750 2,362.71 57
6.500 2,362.71 475,000.00
GREEN BAY WI 54311 2 02/08/99 00
7823689 05 04/01/99 0
7823689 O 03/01/14
0
1893316 076/076 F 649,999.00 ZZ
180 645,704.68 1
6000 LONG CHAMP CT 6.500 5,662.19 52
6.250 5,662.19 1,250,000.00
AUSTIN TX 78746 2 01/26/99 00
7826329 03 03/01/99 0
7826329 O 02/01/14
0
1893317 076/076 F 327,000.00 ZZ
180 324,908.17 1
31 BRADFORD LN 6.875 2,916.37 49
6.625 2,916.37 675,000.00
1
OAK BROOK IL 60523 2 01/20/99 00
7831984 05 03/01/99 0
7831984 O 02/01/14
0
1893318 076/076 F 326,500.00 ZZ
180 324,388.74 1
2833 SWAN LAKE DR 6.750 2,889.23 80
6.500 2,889.23 409,000.00
HIGH POINT NC 27262 2 01/19/99 00
7833426 03 03/01/99 0
7833426 O 02/01/14
0
1893320 076/076 F 310,000.00 ZZ
180 307,016.85 1
1805 W SUNFLOWER CIR 6.875 2,764.75 70
6.625 2,764.75 445,000.00
SIOUX FALLS SD 57108 2 12/29/98 00
7990820 05 02/01/99 0
7990820 O 01/01/14
0
1893321 076/076 F 425,000.00 ZZ
180 422,368.15 1
1 JASON CT 7.250 3,879.67 66
7.000 3,879.67 645,000.00
DIX HILLS NY 11743 5 01/06/99 00
8355049 05 03/01/99 0
8355049 O 02/01/14
0
1893323 076/076 F 536,000.00 ZZ
180 530,786.45 1
6408 TURNBERRY DR 6.750 4,743.11 80
6.500 4,743.11 670,000.00
FORT WORTH TX 76132 2 12/28/98 00
8359466 03 02/01/99 0
8359466 O 01/01/14
0
1893324 076/076 F 327,000.00 ZZ
180 324,965.05 1
2861 CALLE ESTEBAN 7.125 2,962.07 68
6.875 2,962.07 485,000.00
SAN CLEMENTE CA 92673 2 02/04/99 00
8851937 03 03/01/99 0
8851937 O 02/01/14
0
1
1893325 076/076 F 500,000.00 ZZ
180 498,387.95 1
12405 BOCAGE DR 6.750 4,424.55 77
6.500 4,424.55 650,000.00
OKLAHOMA CITY OK 73142 1 02/01/99 00
8892010 03 04/01/99 0
8892010 O 03/01/14
0
1893441 E82/G01 F 322,000.00 ZZ
180 322,000.00 1
4664 DIO LINDA COURT 7.125 2,916.78 80
6.875 2,916.78 405,000.00
POLLOCK PINES CA 95726 2 03/19/99 00
0400188645 05 05/01/99 0
0400188645 O 04/01/14
0
1893714 076/076 F 340,000.00 ZZ
180 337,825.02 1
58 KINGSBURY PLACE 6.875 3,032.30 76
6.625 3,032.30 450,000.00
ST. LOUIS MO 63112 1 01/29/99 00
2018671 03 03/01/99 0
2018671 O 02/01/14
0
1893759 L49/G01 F 603,200.00 ZZ
180 603,200.00 1
30 CERVANTES 7.000 5,421.73 80
6.750 5,421.73 754,000.00
NEW PORT BEACH CA 92660 1 03/15/99 00
0431262203 03 05/01/99 0
10001052 O 04/01/14
0
1893853 975/G01 F 100,000.00 ZZ
180 100,000.00 1
11456 ANGELL STREET 6.750 884.91 53
6.500 884.91 190,000.00
NORWALK CA 90650 2 03/11/99 00
0431275569 05 05/01/99 0
990553 O 04/01/14
0
1893929 P60/G01 F 330,000.00 ZZ
180 330,000.00 1
1
150 LONGVIEW 6.750 2,920.20 80
6.500 2,920.20 414,000.00
NORTH LIMA OH 44452 2 03/22/99 00
0431268911 05 05/01/99 0
3505909956 O 04/01/14
0
1893956 E45/G01 F 262,900.00 ZZ
180 262,033.90 1
2 RUM RUNNERS ALLEY 6.500 2,290.14 74
6.250 2,290.14 360,000.00
SAVANNAH GA 31411 2 03/04/99 00
0431264126 05 04/01/99 0
49465 O 03/01/14
0
1894074 638/G01 F 99,000.00 ZZ
180 99,000.00 1
64A EVERGREEN ROAD 6.875 882.94 64
6.625 882.94 157,000.00
CROMWELL CT 06416 2 03/12/99 00
0431264407 05 05/01/99 0
8859541 O 04/01/14
0
1894080 638/G01 F 230,800.00 ZZ
180 230,800.00 1
2058 46TH AVE 7.125 2,090.66 74
6.875 2,090.66 315,000.00
SAN FRANSISCO CA 94116 2 03/05/99 00
0431263904 07 05/01/99 0
08864063 O 04/01/14
0
1894096 638/G01 F 130,000.00 ZZ
180 130,000.00 1
20 WHITEWOOD RD 7.000 1,168.48 57
6.750 1,168.48 230,000.00
ORANGE CT 06477 1 03/15/99 00
0431264415 05 05/01/99 0
08857423 O 04/01/14
0
1894102 638/G01 F 330,000.00 ZZ
180 330,000.00 1
675 SANTA BARBARA AVE 6.625 2,897.38 80
6.375 2,897.38 415,000.00
MILLBRAE CA 94030 5 03/09/99 00
0431264654 05 05/01/99 0
1
08842871 O 04/01/14
0
1894186 E82/G01 F 149,500.00 ZZ
180 149,500.00 2
28-32 41ST 7.000 1,343.75 67
6.750 1,343.75 225,000.00
ASTORIA NY 11103 2 03/19/99 00
0400188488 07 05/01/99 0
1513975 O 04/01/14
0
1894330 E82/G01 F 388,700.00 ZZ
180 388,700.00 1
7330 FAIRWAY LANE 6.875 3,466.64 90
6.625 3,466.64 435,000.00
PARKER CO 80134 2 03/22/99 04
0400189064 03 05/01/99 12
1551617 O 04/01/14
0
1894349 E66/E66 F 413,000.00 ZZ
180 409,025.68 1
1716 FAISON ROAD 6.875 3,683.36 70
6.625 3,683.36 590,000.00
DURHAM NC 27705 5 12/09/98 00
600459534 05 02/01/99 0
600459534 O 01/01/14
0
1894353 F03/G01 F 280,000.00 ZZ
180 280,000.00 1
22302 PARKWOOD STREET 6.750 2,477.75 80
6.500 2,477.75 350,000.00
LAKE FOREST CA 92630 2 03/12/99 00
0431266808 03 05/01/99 0
LAG11661 O 04/01/14
0
1894431 623/G01 F 314,000.00 ZZ
180 314,000.00 1
525 RUDDIMAN DRIVE 7.000 2,822.32 74
6.750 2,822.32 430,000.00
NORTH MUSKEGON MI 49445 2 03/05/99 00
0431262039 05 05/01/99 0
1213608 O 04/01/14
0
1
1894552 638/G01 F 104,500.00 ZZ
180 104,500.00 1
10476 PEPPER STREET 6.875 931.99 66
6.625 931.99 160,000.00
RANCHO CUCAMONG CA 91730 2 03/11/99 00
0431265925 05 05/01/99 0
08858690 O 04/01/14
0
1894564 638/G01 F 260,000.00 ZZ
180 260,000.00 1
3225 SOUTH BENTLEY AVENUE 7.000 2,336.95 51
6.750 2,336.95 515,000.00
LOS ANGELES CA 90034 2 03/09/99 00
0431265735 05 05/01/99 0
08859594 O 04/01/14
0
1894687 H22/G01 F 160,000.00 ZZ
180 160,000.00 1
147-32 28 AVENUE 7.000 1,438.13 45
6.750 1,438.13 360,000.00
FLUSHING NY 11354 2 03/22/99 00
0431264233 07 05/01/99 0
9812033 O 04/01/14
0
1894749 623/G01 F 350,000.00 ZZ
180 346,703.66 1
969 LAKESHORE DRIVE 7.125 3,170.41 47
6.875 3,170.41 760,000.00
GROSSE POINTE S MI 48236 2 12/02/98 00
0431263326 05 02/01/99 0
1189465 O 01/01/14
0
1894797 A50/A50 F 330,700.00 ZZ
180 330,700.00 1
7000 BRADSTOCK COURT 6.875 2,949.36 71
6.625 2,949.36 470,000.00
BIRMINGHAM AL 35242 2 03/17/99 00
120750 03 05/01/99 0
120750 O 04/01/14
0
1894873 026/G01 F 286,000.00 ZZ
180 286,000.00 1
504 MARION STREET 6.625 2,511.07 65
6.375 2,511.07 440,000.00
1
WINCHESTER VA 22601 2 03/19/99 00
0431265362 05 05/01/99 0
0200104276 O 04/01/14
0
1895007 195/G01 F 785,000.00 ZZ
180 785,000.00 1
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WESTON MA 02193 2 03/16/99 00
0431273242 05 05/01/99 0
62104 O 04/01/14
0
1895033 638/G01 F 171,500.00 ZZ
180 171,500.00 1
11628 MONTANA AVE #204 6.625 1,505.76 52
6.375 1,505.76 335,000.00
LOS ANGELES CA 90049 2 03/10/99 00
0431266725 01 05/01/99 0
08861398 O 04/01/14
0
1895166 J95/J95 F 285,000.00 ZZ
180 284,091.03 1
9401 N 87TH STREET 6.875 2,541.78 75
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SCOTTSDALE AZ 85258 5 02/04/99 00
14219950 03 04/01/99 0
14219950 O 03/01/14
0
1895168 B65/G01 F 386,300.00 ZZ
180 386,300.00 1
10681 ABINGTON PLACE 6.750 3,418.41 63
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POWELL OH 43065 2 03/26/99 00
0431271782 05 05/01/99 0
0000 O 04/01/14
0
1895176 J95/J95 F 267,500.00 ZZ
180 264,898.07 1
12807 NW HARTFORD STREET 6.750 2,367.14 55
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PORTLAND OR 97229 2 12/23/98 00
0016475014 05 02/01/99 0
0016475014 O 01/01/14
0
1
1895256 F18/G01 F 547,000.00 ZZ
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13887 MALCOM AVENUE 6.875 4,878.45 52
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SARATOGA CA 95070 2 03/24/99 00
0431266998 05 05/01/99 0
00639 O 04/01/14
0
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180 370,000.00 1
1865 MELVIN ROAD 6.875 3,299.87 53
6.625 3,299.87 700,000.00
OAKLAND CA 94602 2 03/17/99 00
0431271261 05 05/01/99 0
0010187169 O 04/01/14
0
1895277 E48/E48 F 448,000.00 ZZ
180 446,555.61 1
1162 ECHO LANE 6.750 3,964.39 80
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FRANKLIN TN 37064 1 02/23/99 00
02990711 05 04/01/99 0
02990711 O 03/01/14
0
1895282 E48/E48 F 350,000.00 ZZ
180 348,883.72 1
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FRANKLIN TN 37064 4 02/11/99 00
000 03 04/01/99 0
000 O 03/01/14
0
1895394 638/G01 F 277,000.00 ZZ
180 277,000.00 1
27639 FLAMING ARROW DRIVE 6.875 2,470.44 61
6.625 2,470.44 460,000.00
RANCHO PALOS VE CA 90275 2 03/12/99 00
0431271758 05 05/01/99 0
08855059 O 04/01/14
0
1895479 B65/G01 F 319,500.00 ZZ
180 319,500.00 1
1
6721 BENNETT ROAD 6.875 2,849.48 64
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CINCINNATI OH 45230 2 03/19/99 00
0431268382 05 05/01/99 0
0000 O 04/01/14
0
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180 260,000.00 1
1559 LAZY TRAIL DRIVE 6.625 2,282.78 75
6.375 2,282.78 350,000.00
CHICO CA 95926 2 03/26/99 00
0400182747 05 05/01/99 0
1637364 O 04/01/14
0
1895554 E82/G01 F 263,650.00 ZZ
180 263,650.00 1
16000 AIGLON STREET 6.875 2,351.37 55
6.625 2,351.37 485,000.00
PACIFIC PALISAD CA 90272 2 03/26/99 00
0400185559 05 05/01/99 0
1569131 O 04/01/14
0
1895602 076/076 F 299,000.00 ZZ
180 298,046.37 1
5005 VALLEY RANCH RD 6.875 2,666.65 90
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LONGVIEW TX 75602 2 03/05/99 14
7350613 05 04/01/99 25
7350613 O 03/01/14
0
1895605 076/076 F 492,500.00 ZZ
180 492,500.00 1
4110 SOUTH 184TH STREET 7.000 4,426.73 68
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OMAHA NE 68135 5 03/09/99 00
9144616 05 05/01/99 0
9144616 O 04/01/14
0
1895606 076/076 F 565,000.00 ZZ
180 559,562.97 1
16934 OAK VIEW DRIVE 6.875 5,038.97 69
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ENCINO CA 91436 2 12/02/98 00
7817032 05 02/01/99 0
1
7817032 O 01/01/14
0
1895626 225/225 F 309,000.00 ZZ
180 308,035.67 1
5652 LAKEVIEW COURT 7.125 2,799.02 58
6.875 2,799.02 540,000.00
MALAKOFF TX 75148 4 02/08/99 00
710530900 03 04/01/99 0
710530900 O 03/01/14
0
1895634 B64/B64 F 281,300.00 ZZ
180 281,300.00 1
1248 HILLSDALE RD 7.500 2,607.69 78
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MIDDLETOWN PA 17057 1 03/24/99 00
69967 05 05/01/99 0
69967 O 04/01/14
0
1895683 369/G01 F 385,000.00 ZZ
180 385,000.00 1
7920 S DARLINGTON AVENUE 7.375 3,541.70 56
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TULSA OK 74136 2 03/15/99 00
0431270867 03 05/01/99 0
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0
1895692 E82/G01 F 710,400.00 T
180 710,400.00 1
78-6862 KEAUPUNI STREET #304 7.000 6,385.28 75
6.750 6,385.28 950,000.00
KAILUA-KONA HI 96740 2 03/25/99 00
0400185120 03 05/01/99 0
1486997 O 04/01/14
0
1895711 638/G02 F 480,000.00 ZZ
180 480,000.00 1
806 LAKEVIEW DRIVE 6.750 4,247.57 80
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SUGAR LAND TX 77478 2 03/17/99 00
0431272434 03 05/01/99 0
8862870 O 04/01/14
0
1
1895873 550/550 F 287,500.00 ZZ
180 287,500.00 1
17 EAST 96TH STREET 6.900 2,568.08 50
9C 6.650 2,568.08 575,000.00
NEW YORK NY 10128 1 03/22/99 00
120267112 12 05/01/99 0
120267112 O 04/01/14
0
1895887 638/G01 F 271,600.00 ZZ
180 271,600.00 1
3396 MALLARD COURT 7.000 2,441.22 80
6.750 2,441.22 339,500.00
HAYWARD CA 94542 1 03/18/99 00
0431273457 05 05/01/99 0
08868147 O 04/01/14
0
1896033 893/G01 F 143,500.00 ZZ
180 143,500.00 1
463 STONERIDGE LANE 7.250 1,309.96 70
7.000 1,309.96 205,000.00
SAN FRANCISCO CA 94134 1 03/26/99 00
0431273697 01 05/01/99 0
99030962 O 04/01/14
0
1896240 L49/G01 F 636,000.00 ZZ
180 636,000.00 1
10 CAVALLERI 6.875 5,672.19 72
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NEWPORT COAST A CA 92657 1 03/15/99 00
0431277763 03 05/01/99 0
10001434 O 04/01/14
0
1896408 638/G01 F 267,200.00 ZZ
180 267,200.00 1
15 BEEMAN ROAD 7.125 2,420.38 76
6.875 2,420.38 354,000.00
PEABODY MA 01960 2 03/25/99 00
0431274398 05 05/01/99 0
08859916 O 04/01/14
0
1896412 638/G01 F 98,250.00 ZZ
180 98,250.00 1
44600 SAN ONOFRE AVENUE 7.125 889.98 75
6.875 889.98 131,000.00
1
PALM DESERT CA 92260 2 03/10/99 00
0431274273 05 05/01/99 0
8861160 O 04/01/14
0
1896433 638/G01 F 199,000.00 ZZ
180 199,000.00 1
25 APPLETON AVENUE 6.750 1,760.97 80
6.500 1,760.97 249,000.00
SAN FRANCISCO CA 94110 1 03/12/99 00
0431274372 05 05/01/99 0
8865932 O 04/01/14
0
1896703 956/G01 F 564,000.00 ZZ
180 562,201.19 1
701 HUNGERFORD PLACE 6.875 5,030.06 52
6.625 5,030.06 1,100,000.00
CHARLOTTE NC 28207 2 02/23/99 00
0431276302 05 04/01/99 0
1209020053 O 03/01/14
0
1896849 638/G01 F 405,000.00 ZZ
180 405,000.00 1
8975 CAMINO DEL AVION 6.875 3,612.01 53
6.625 3,612.01 775,000.00
GRANITE BAY CA 95746 2 03/16/99 00
0431276179 05 05/01/99 0
8859988 O 04/01/14
0
1896886 356/G01 F 294,000.00 ZZ
180 294,000.00 1
37862 ANDREWS COURT 7.125 2,663.15 61
6.875 2,663.15 485,000.00
FREMONT CA 94536 2 03/11/99 00
0431276260 05 05/01/99 0
2755361 O 04/01/14
0
1897004 B60/G01 F 591,500.00 ZZ
180 591,500.00 1
19673 LOS ALTIMOS STREET 7.000 5,316.57 70
6.750 5,316.57 845,000.00
CHATSWORTH CA 91324 1 03/19/99 00
0431276948 05 05/01/99 0
265807 O 04/01/14
0
1
1897019 420/G01 F 95,800.00 ZZ
180 95,800.00 1
3632 IDAHO DRIVE 6.750 847.75 53
6.500 847.75 184,000.00
SANTA ROSA CA 95405 2 03/16/99 00
0431275965 05 05/01/99 0
0000409359 O 04/01/14
0
1897064 562/G01 F 290,000.00 ZZ
180 290,000.00 1
36 PLYMOUTH STREET 6.875 2,586.38 80
6.625 2,586.38 365,000.00
MONTCLAIR NJ 07042 2 03/31/99 00
0431277961 05 05/01/99 0
587527 O 04/01/14
0
2745688 K08/G01 F 105,000.00 ZZ
180 104,668.73 1
1443 NW 129TH TERRACE 7.000 943.77 69
6.750 943.77 153,000.00
SUNRISE FL 33323 2 02/10/99 00
0411269574 09 04/01/99 0
0411269574 O 03/01/14
0
2746785 K08/G01 F 275,000.00 ZZ
180 274,141.77 1
10592 BROOKS LANE 7.125 2,491.04 68
6.875 2,491.04 410,000.00
PLYMOUTH MI 48170 2 02/12/99 00
0411229586 05 04/01/99 0
0411229586 O 03/01/14
0
2748060 K08/G01 F 100,000.00 ZZ
180 99,093.75 1
28185 TAVISTOCK 7.125 905.83 43
6.875 905.83 235,000.00
SOUTHFIELD MI 48034 5 02/16/99 00
0411284854 05 04/01/99 0
0411284854 O 03/01/14
0
2748069 K08/G01 F 380,000.00 ZZ
180 378,788.03 1
1
10 NOLAN COURT 6.875 3,389.05 54
6.625 3,389.05 715,000.00
MIDDLETOWN NJ 07716 2 02/16/99 00
0411250194 05 04/01/99 0
0411250194 O 03/01/14
0
2748106 K08/G01 F 336,750.00 ZZ
180 335,675.98 1
5407 BENT TRAIL 6.875 3,003.32 75
6.625 3,003.32 449,000.00
DALLAS TX 75248 5 02/16/99 00
0411277221 05 04/01/99 0
0411277221 O 03/01/14
0
2748114 K08/G01 F 134,000.00 ZZ
180 133,563.28 1
9700 RED CLOVER COURT 6.625 1,176.51 72
6.375 1,176.51 187,500.00
BALTIMORE MD 21234 2 02/17/99 00
0411288780 05 04/01/99 0
0411288780 O 03/01/14
0
2748121 K08/G01 F 100,000.00 ZZ
180 99,684.50 1
212 IBIS STREET 7.000 898.83 49
6.750 898.83 206,185.00
FT MYERS BEACH FL 33931 5 02/17/99 00
0411283328 05 04/01/99 0
0411283328 O 03/01/14
0
2748667 K08/G01 F 75,500.00 ZZ
180 75,061.80 1
66 EAST LITCHFIELD ROAD S 7.000 678.62 62
6.750 678.62 122,200.00
LITCHFIELD CT 06759 2 02/18/99 00
0411154370 05 04/01/99 0
0411154370 O 03/01/14
0
2748674 K08/G01 F 210,000.00 ZZ
180 209,344.63 1
1171 CONGRESS COURT 7.125 1,902.25 75
6.875 1,902.25 280,000.00
TROY MI 48098 2 02/18/99 00
0411297328 05 04/01/99 0
1
0411297328 O 03/01/14
0
2749295 K08/G01 F 96,950.00 ZZ
180 96,650.72 1
5309 29TH AVENUE SOUTH 7.250 885.02 79
7.000 885.02 124,000.00
MINNEAPOLIS MN 55417 2 02/19/99 00
0411267016 05 04/01/99 0
0411267016 O 03/01/14
0
2750101 K08/G01 F 70,000.00 ZZ
180 69,776.74 1
39026 DURAND COURT 6.875 624.30 44
6.625 624.30 160,000.00
STERLING HEIGHT MI 48310 1 02/25/99 00
0411179666 05 04/01/99 0
0411179666 O 03/01/14
0
2751905 K08/G01 F 405,000.00 ZZ
180 403,722.25 1
4433 MCFARLIN BOULEVARD 7.000 3,640.25 75
6.750 3,640.25 540,000.00
DALLAS TX 75206 1 03/01/99 00
0411305022 05 04/01/99 0
0411305022 O 03/01/14
0
2751928 K08/G01 F 46,000.00 ZZ
180 45,856.45 1
3002 YALE DRIVE 7.125 416.68 66
6.875 416.68 70,000.00
FARMINGTON NM 87401 5 02/23/99 00
0411290521 05 04/01/99 0
0411290521 O 03/01/14
0
2751930 K08/G01 F 135,000.00 ZZ
180 134,564.75 1
3803 N. 300 E. 6.750 1,194.63 80
6.500 1,194.63 170,000.00
LAPORTE IN 46350 2 02/23/99 00
0411268659 05 04/01/99 0
0411268659 O 03/01/14
0
1
2751941 K08/G01 F 185,000.00 ZZ
120 183,938.50 1
217 MOUNTAIN AVENUE 7.125 2,159.94 55
6.875 2,159.94 337,000.00
POMPTON LAKES NJ 07442 2 02/22/99 00
0411266398 05 04/01/99 0
0411266398 O 03/01/09
0
2751994 K08/G01 F 59,000.00 ZZ
180 58,813.86 1
2014 GLENBROOK MEADOWS DRIVE 7.000 530.31 61
6.750 530.31 97,000.00
GARLAND TX 75040 5 02/22/99 00
0411284284 05 04/01/99 0
0411284284 O 03/01/14
0
2752045 K08/G01 F 168,000.00 ZZ
180 166,614.18 1
433 MADISON STREET 7.125 1,521.80 47
6.875 1,521.80 365,000.00
SAN ANTONIO TX 78204 2 02/22/99 00
0411236516 05 04/01/99 0
0411236516 O 03/01/14
0
2752081 K08/G01 F 511,350.00 ZZ
180 509,736.71 1
7538 CHESTER TERRACE 7.000 4,596.16 80
6.750 4,596.16 640,000.00
BOCA RATON FL 33433 2 02/22/99 00
0411279805 03 04/01/99 0
0411279805 O 03/01/14
0
2752705 K08/G01 F 304,500.00 ZZ
180 303,539.32 1
4212 VIA DE LUNA NE 7.000 2,736.93 89
6.750 2,736.93 345,000.00
ALBUQUERQUE NM 87110 2 02/24/99 04
0411298144 03 04/01/99 25
0411298144 O 03/01/14
0
2755445 K08/G01 F 383,000.00 ZZ
180 381,778.47 1
1822 NORTH LAKE SHORE DRI 6.875 3,415.80 73
6.625 3,415.80 525,000.00
1
CHAPEL HILL NC 27514 5 03/01/99 00
0411278096 05 04/01/99 0
0411278096 O 03/01/14
0
2756063 K08/G01 F 150,000.00 ZZ
180 150,000.00 1
1912 WELLING 7.125 1,358.75 63
6.875 1,358.75 240,000.00
TROY MI 48098 2 03/02/99 00
0411313943 05 05/01/99 0
0411313943 O 04/01/14
0
2756069 K08/G01 F 47,000.00 ZZ
180 47,000.00 1
17000 NOVAK DRIVE, UNIT #104 7.375 432.36 93
7.125 432.36 51,000.00
HAZEL CREST IL 60429 2 03/03/99 10
0411295710 01 05/01/99 25
0411295710 O 04/01/14
0
2756829 K08/G01 F 45,000.00 ZZ
180 45,000.00 1
124 1ST STREET NW 7.000 404.47 78
6.750 404.47 58,000.00
GRAYSVILLE AL 35073 2 03/04/99 00
0411321532 05 05/01/99 0
0411321532 O 04/01/14
0
2756832 K08/G01 F 51,000.00 ZZ
180 51,000.00 1
252 WEST MAIN STREET 7.250 465.56 75
7.000 465.56 68,000.00
BYRON WY 82412 5 03/04/99 00
0411297922 05 05/01/99 0
0411297922 O 04/01/14
0
2758191 K08/G01 F 147,250.00 ZZ
180 147,250.00 1
307 DUBLIN CIRCLE 6.875 1,313.26 95
6.625 1,313.26 155,000.00
SMITHVILLE MO 64089 2 03/05/99 10
0411296999 03 05/01/99 30
0411296999 O 04/01/14
0
1
2758210 K08/G01 F 65,800.00 ZZ
180 65,800.00 1
6504 WEST GRANDVIEW DRIVE 6.875 586.84 76
6.625 586.84 87,000.00
GLENDALE AZ 85306 2 03/04/99 00
0411311798 05 05/01/99 0
0411311798 O 04/01/14
0
2758393 696/G01 F 1,000,000.00 ZZ
180 1,000,000.00 1
4 LELAND COURT 7.000 8,988.28 66
6.750 8,988.28 1,520,000.00
CHEVY CHASE MD 20815 4 03/09/99 00
0431246057 05 05/01/99 0
10099003 O 04/01/14
0
2758758 K08/G01 F 420,000.00 ZZ
180 420,000.00 1
150 SANTA MARGARITA AVENUE 6.750 3,716.62 58
6.500 3,716.62 725,000.00
MENLO PARK CA 94025 2 02/26/99 00
0411303233 05 05/01/99 0
0411303233 O 04/01/14
0
2760520 K08/G01 F 199,400.00 ZZ
180 199,400.00 1
505 PARKWAY CIRCLE 7.250 1,820.25 70
7.000 1,820.25 284,979.00
BRANDON MS 39042 1 03/12/99 00
0410664015 05 05/01/99 0
0410664015 O 04/01/14
0
2761056 F28/G01 F 310,000.00 T
180 300,062.81 1
1603 E SHEENA DR 7.125 2,808.08 76
6.875 2,808.08 410,000.00
PHOENIX AZ 85020 1 05/20/98 00
0431268812 03 07/01/98 0
3826348 O 06/01/13
0
2761057 F28/G01 F 333,600.00 ZZ
180 323,801.78 1
1
3280 ARCADIA PLACE NW 6.875 2,975.23 78
6.625 2,975.23 428,000.00
WASHINGTON DC 20015 2 06/12/98 00
0431268770 05 08/01/98 0
3866203 O 07/01/13
0
2761058 F28/G01 F 585,650.00 ZZ
180 570,404.00 1
497 1ST STREET W 6.875 5,223.15 74
6.625 5,223.15 800,000.00
TIERRA VERDE FL 33715 2 06/29/98 00
0431268788 05 09/01/98 0
3869787 O 08/01/13
0
2761059 F28/G01 F 315,000.00 ZZ
180 313,995.34 1
7515 HOWE DRIVE 6.875 2,809.34 90
6.625 2,809.34 350,000.00
WONDER LAKE IL 60097 2 02/12/99 10
0431268705 05 04/01/99 25
4078145 O 03/01/14
0
2761060 F28/G01 F 340,000.00 ZZ
180 338,867.80 1
8220 SULLIVAN HILL ROAD 6.375 2,938.45 67
6.125 2,938.45 514,000.00
DUNWOODY GA 30350 2 02/19/99 00
0431268697 03 04/01/99 0
4164465 O 03/01/14
0
2761063 F28/G01 F 420,000.00 ZZ
180 413,006.40 1
6 TRACY CT 6.500 3,658.65 67
6.250 3,658.65 630,000.00
MORAGA CA 94556 2 10/23/98 00
0431268663 03 12/01/98 0
4232534 O 11/01/13
0
2761064 F28/G01 F 365,000.00 ZZ
180 360,047.28 1
4718 MCDONALD DR PLACE NORTH 6.250 3,129.59 76
6.000 3,129.59 485,000.00
STILLWATER MN 55082 2 11/06/98 00
0431268655 05 01/01/99 0
1
4244125 O 12/01/13
0
2761065 F28/G01 F 325,000.00 ZZ
180 320,727.94 1
36 E HAZEL DELL 6.625 2,853.48 57
6.375 2,853.48 579,000.00
SPRINGFIELD IL 62707 5 10/29/98 00
0431268648 05 01/01/99 0
4249027 O 12/01/13
0
2761066 F28/G01 F 487,000.00 ZZ
180 482,212.11 1
39 GLADES RD 6.625 4,275.83 65
6.375 4,275.83 750,000.00
SCITUATE MA 02066 2 12/22/98 00
0431268630 05 02/01/99 0
4280162 O 01/01/14
0
2761067 F28/G01 F 360,000.00 ZZ
180 358,851.82 1
1164 STONE RUN COURT 6.875 3,210.68 80
6.625 3,210.68 450,000.00
LANCASTER OH 43130 2 02/05/99 00
0431268622 05 04/01/99 0
4291359 O 03/01/14
0
2761068 F28/G01 F 280,000.00 ZZ
180 276,186.65 1
2515 MONROE COURT NORTHEAST 7.125 2,536.33 70
6.875 2,536.33 400,000.00
RENTON WA 98056 5 12/14/98 00
0431268614 05 02/01/99 0
4333233 O 01/01/14
0
2761069 F28/G01 F 306,000.00 ZZ
180 301,844.23 1
38428 KINGSWAY COURT 6.875 2,729.07 78
6.625 2,729.07 396,000.00
FARMINGTON HILL MI 48331 2 11/20/98 00
0431268606 05 01/01/99 0
4354181 O 12/01/13
0
1
2761070 F28/G01 F 352,000.00 ZZ
180 350,852.79 1
2314 COUNTY RD 1150 NORTH 6.625 3,090.54 60
6.375 3,090.54 588,000.00
SIDNEY IL 61877 2 02/10/99 00
0431268598 05 04/01/99 0
4360295 O 03/01/14
0
2761071 F28/G01 F 320,000.00 ZZ
180 316,853.96 1
3530 NORTH 700 EAST 6.625 2,809.58 75
6.375 2,809.58 427,000.00
NORTH OGDEN UT 84414 2 12/07/98 00
0431268580 05 02/01/99 0
4387365 O 01/01/14
0
2761072 F28/G01 F 310,000.00 ZZ
180 306,919.58 1
632 HILLVIEW DRIVE 6.500 2,700.43 71
6.250 2,700.43 442,000.00
MILPITAS CA 95035 2 12/11/98 00
0431268556 05 02/01/99 0
4411775 O 01/01/14
0
2761073 F28/G01 F 252,000.00 ZZ
180 248,826.11 1
2110 MARSHALLFIELD LANE #B 7.125 2,282.69 72
6.875 2,282.69 350,000.00
REDONDO BEACH CA 90278 2 11/19/98 00
0431268531 01 01/01/99 0
4418424 O 12/01/13
0
2761074 F28/G01 F 587,000.00 ZZ
180 581,351.28 1
16579-16577 SOUTH PACIFIC AVE 6.875 5,235.18 54
6.625 5,235.18 1,100,000.00
SUNSET BEACH (A CA 90742 2 12/21/98 00
0431268523 05 02/01/99 0
4439158 O 01/01/14
0
2761075 F28/G01 F 290,000.00 ZZ
180 287,209.31 1
3160 LILY AVENUE 6.875 2,586.38 53
6.625 2,586.38 550,000.00
1
LOS ALAMITOS CA 90808 2 12/21/98 00
0431268515 05 02/01/99 0
4439174 O 01/01/14
0
2761076 F28/G01 F 300,000.00 ZZ
180 298,080.89 1
104 FOX RUN 6.875 2,675.56 41
6.625 2,675.56 743,000.00
SUDBURY MA 01776 1 02/01/99 00
0431268507 05 03/01/99 0
4444792 O 02/01/14
0
2761077 F28/G01 F 470,000.00 ZZ
180 468,451.62 1
6 TRACI COURT 6.500 4,094.21 62
6.250 4,094.21 760,000.00
SCOTTS VALLEY CA 95066 2 02/16/99 00
0431268499 03 04/01/99 0
4447845 O 03/01/14
0
2761078 F28/G01 F 400,000.00 ZZ
180 397,300.27 1
12 LINCOLN ROAD 6.250 3,429.69 61
6.000 3,429.69 665,000.00
WELLESLEY MA 02481 1 02/01/99 00
0431268481 05 03/01/99 0
4454427 O 02/01/14
0
2761079 F28/G01 F 278,000.00 ZZ
180 276,221.62 1
2236 LOMA RICA DRIVE 6.875 2,479.36 67
6.625 2,479.36 420,000.00
PRESCOTT AZ 86303 2 01/21/99 00
0431268473 05 03/01/99 0
4456929 O 02/01/14
0
2761080 F28/G01 F 304,000.00 ZZ
180 300,946.88 1
16334 MCGILL ROAD 6.375 2,627.32 80
6.125 2,627.32 380,000.00
LA MIRADA CA 90638 2 12/17/98 00
0431268465 03 02/01/99 0
4458687 O 01/01/14
0
1
2761082 F28/G01 F 292,000.00 ZZ
180 290,152.13 1
4735 EAST CHARPAROSA WAY 7.000 2,624.58 80
6.750 2,624.58 365,000.00
PHOENIX AZ 85331 1 01/21/99 00
0431268119 03 03/01/99 0
4462455 O 02/01/14
0
2761083 F28/G01 F 400,000.00 ZZ
180 398,710.36 1
5902 BLAKEFORD DRIVE 6.750 3,539.64 88
6.500 3,539.64 455,458.00
WINDEMERE FL 34786 1 02/05/99 10
0431268135 03 04/01/99 12
4473120 O 03/01/14
0
2761084 F28/G01 F 368,400.00 ZZ
120 363,607.57 1
2013 MILLAN AVE 6.875 4,253.74 74
6.625 4,253.74 500,000.00
SOUTH PASADENA CA 91030 2 01/26/99 00
0431268101 05 03/01/99 0
4479012 O 02/01/09
0
2761085 F28/G01 F 365,000.00 ZZ
180 363,823.21 1
115 FORBES RD 6.750 3,229.92 61
6.500 3,229.92 606,000.00
MILTON MA 02186 2 02/05/99 00
0431268093 05 04/01/99 0
4480960 O 03/01/14
0
2761086 F28/G01 F 396,000.00 ZZ
180 394,737.01 1
19500 PLANTERS POINT DR 6.875 3,531.74 75
6.625 3,531.74 530,000.00
BOCA RATON FL 33434 2 02/17/99 00
0431268077 09 04/01/99 0
4487587 O 03/01/14
0
2761087 F28/G01 F 312,500.00 ZZ
180 310,479.26 1
1
11350 BAYHILL WY 6.750 2,765.35 75
6.500 2,765.35 420,000.00
INDIANAPOLIS ID 46236 2 01/13/99 00
0431268069 05 03/01/99 0
4488858 O 02/01/14
0
2761088 F28/G01 F 500,000.00 ZZ
180 496,766.83 1
530 LAKE STREET UNIT H-302 6.750 4,424.55 62
6.500 4,424.55 816,950.00
KIRKLAND WA 98033 1 01/11/99 00
0431268051 01 03/01/99 0
4491601 O 02/01/14
0
2761089 F28/G01 F 384,000.00 ZZ
180 380,817.07 1
821 TURNBRIDGE ROAD 7.000 3,451.50 58
6.750 3,451.50 670,000.00
WAYNE PA 19087 2 01/15/99 00
0431268044 03 03/01/99 0
4493508 O 02/01/14
0
2761090 F28/G01 F 294,000.00 ZZ
180 291,109.58 1
7351 STONE CREEK LANE 6.625 2,581.31 62
6.375 2,581.31 480,000.00
ANAHEIM CA 92808 5 12/29/98 00
0431268457 05 02/01/99 0
4499028 O 01/01/14
0
2761091 F28/G01 F 380,500.00 ZZ
180 378,012.97 1
1137 TROWBRIDGE WAY 6.625 3,340.77 62
6.375 3,340.77 620,000.00
DANVILLE CA 94506 5 01/22/99 00
0431268275 03 03/01/99 0
4502674 O 02/01/14
0
2761092 F28/G01 F 510,000.00 ZZ
180 506,702.17 1
35 BAYNARD PARK ROAD 6.750 4,513.04 59
6.500 4,513.04 875,000.00
HILTON HEAD ISL SC 29928 1 01/08/99 00
0431268242 01 03/01/99 0
1
4504399 O 02/01/14
0
2761093 F28/G01 F 266,085.00 ZZ
180 264,308.15 1
32740 FAIRFIELD STREET 6.375 2,299.65 72
6.125 2,299.65 371,500.00
UNION CITY CA 94587 2 01/29/99 00
0431268226 05 03/01/99 0
4508531 O 02/01/14
0
2761094 F28/G01 F 275,000.00 ZZ
180 274,113.38 1
604 HOLLY RIDGE RD 6.750 2,433.50 69
6.500 2,433.50 400,000.00
SEVERNA PARK MD 21146 5 02/12/99 00
0431268200 05 04/01/99 0
4517963 O 03/01/14
0
2761095 F28/G01 F 423,750.00 ZZ
180 421,009.88 1
6217 EAST YUCCA STREET 6.750 3,749.80 75
6.500 3,749.80 565,000.00
SCOTTSDALE AZ 85254 2 01/19/99 00
0431268192 03 03/01/99 0
4518936 O 02/01/14
0
2761096 F28/G01 F 650,000.00 ZZ
180 645,659.50 1
5624 WOODLAND TRACE 6.375 5,617.63 79
6.125 5,617.63 828,750.00
WILMINGTON NC 28409 1 01/27/99 00
0431268291 05 03/01/99 0
4520866 O 02/01/14
0
2761097 F28/G01 F 500,000.00 ZZ
180 498,405.31 1
845 NORTH ST 6.875 4,459.27 80
6.625 4,459.27 630,000.00
WALPOLE MA 02081 2 02/05/99 00
0431268325 05 04/01/99 0
4521300 O 03/01/14
0
1
2761098 F28/G01 F 395,000.00 ZZ
180 392,500.31 1
2644 PIN OAK DR 7.000 3,550.38 69
6.750 3,550.38 575,000.00
ANN ARBOR MI 48103 2 01/28/99 00
0431268168 01 03/01/99 0
4521607 O 02/01/14
0
2761099 F28/G01 F 358,400.00 ZZ
180 357,244.48 1
20 FRUIT STREET 6.750 3,171.52 70
6.500 3,171.52 512,000.00
NEWBURYPORT MA 01950 5 02/12/99 00
0431268150 05 04/01/99 0
4523555 O 03/01/14
0
2761100 F28/G01 F 305,800.00 ZZ
180 304,814.08 1
841 AVONWOOD DRIVE 6.750 2,706.05 56
6.500 2,706.05 555,000.00
TREDYFFRIN TWSH PA 19087 2 02/03/99 00
0431268028 05 04/01/99 0
4527160 O 03/01/14
0
2761101 F28/G01 F 650,000.00 ZZ
180 644,836.21 1
276 BENTLEY CR 6.875 5,797.05 29
6.625 5,797.05 2,300,000.00
LOS ANGELES CA 90049 5 01/13/99 00
0431268317 05 03/01/99 0
4528150 O 02/01/14
0
2761104 F28/G01 F 280,000.00 ZZ
180 275,294.27 1
23 PIPESTONE DRIVE 6.750 2,477.75 80
6.500 2,477.75 350,000.00
MIAMISBURG OH 45342 2 01/29/99 00
0431267996 03 03/01/99 0
4530723 O 02/01/14
0
2761105 F28/G01 F 300,000.00 ZZ
180 298,060.10 1
789 AVONWOOD DRIVE 6.750 2,654.73 55
6.500 2,654.73 555,000.00
1
TREDYFFRIN TOWN PA 19087 2 01/28/99 00
0431267962 05 03/01/99 0
4531523 O 02/01/14
0
2761106 F28/G01 F 342,150.00 ZZ
180 341,010.63 1
14856 POPLAR HILL ROAD 6.375 2,957.04 77
6.125 2,957.04 450,000.00
GERMANTOWN MD 20874 2 02/04/99 00
0431267970 05 04/01/99 0
4532051 O 03/01/14
0
2761110 F28/G01 F 278,000.00 ZZ
180 272,424.95 1
6913 WESTMORELAND AVENUE 6.625 2,440.82 66
6.375 2,440.82 425,000.00
TAKOMA PARK MD 20912 2 01/27/99 00
0431267921 05 03/01/99 0
4538413 O 02/01/14
0
2761112 F28/G01 F 399,675.00 ZZ
180 398,400.28 1
43 ORCHARD LANE 6.875 3,564.52 75
6.625 3,564.52 538,000.00
SPRINGFIELD IL 62707 5 02/08/99 00
0431267905 05 04/01/99 0
4539595 O 03/01/14
0
2761113 F28/G01 F 436,800.00 ZZ
180 434,005.78 1
253 SOUTH CAMDEN DRIVE 6.875 3,895.62 49
6.625 3,895.62 900,000.00
BEVERLY HILLS CA 90212 2 01/18/99 00
0431267897 05 03/01/99 0
4539718 O 02/01/14
0
2761116 F28/G01 F 286,000.00 ZZ
180 285,047.62 1
3422 SILVER MAPLE PL 6.375 2,471.76 76
6.125 2,471.76 380,000.00
FALLS CHURCH VA 22042 2 02/17/99 00
0431267863 03 04/01/99 0
4541870 O 03/01/14
0
1
2761117 F28/G01 F 520,000.00 ZZ
180 516,564.54 1
3704 WASHINGTON WOODS DR 6.500 4,529.76 80
6.250 4,529.76 650,000.00
ALEXANDRIA VA 22309 2 01/29/99 00
0431267855 05 03/01/99 0
4541953 O 02/01/14
0
2761118 F28/G01 F 384,000.00 ZZ
180 379,068.82 1
4419 E VERMONT AVENUE NORTH 6.875 3,424.72 80
6.625 3,424.72 480,000.00
PHOENIX AZ 85018 2 02/05/99 00
0431267848 05 04/01/99 0
4542447 O 03/01/14
0
2761119 F28/G01 F 257,700.00 ZZ
180 256,869.14 1
38 SHORE AV 6.750 2,280.41 65
6.500 2,280.41 400,000.00
SALEM MA 01970 2 02/05/99 00
0431267830 05 04/01/99 0
4543462 O 03/01/14
0
2761120 F28/G01 F 399,000.00 ZZ
180 394,148.55 1
315 W. EAGLE NEST ROAD 6.875 3,558.50 67
6.625 3,558.50 600,000.00
DUNLAP IL 61525 5 02/08/99 00
0431267822 05 04/01/99 0
4543940 O 03/01/14
0
2761122 F28/G01 F 346,000.00 ZZ
180 344,847.82 1
1004 22ND STREET NW 6.375 2,990.31 73
6.125 2,990.31 480,000.00
WASHINGTON DC 20037 2 02/04/99 00
0431267806 05 04/01/99 0
4544021 O 03/01/14
0
2761123 F28/G01 F 310,000.00 ZZ
180 307,929.91 1
1
4517 GARFIELD ST NW 6.375 2,679.18 48
6.125 2,679.18 655,000.00
WASHINGTON DC 20007 2 01/26/99 00
0431267798 05 03/01/99 0
4544072 O 02/01/14
0
2761124 F28/G01 F 276,600.00 ZZ
180 274,752.94 1
15929 SHORT HILL RD 6.375 2,390.52 80
6.125 2,390.52 350,000.00
PURCELLVILLE VA 20132 2 01/29/99 00
0431268283 05 03/01/99 0
4544120 O 02/01/14
0
2761126 F28/G01 F 350,000.00 ZZ
180 348,834.50 1
1356 NORTHRIDGE DRIVE 6.375 3,024.88 73
6.125 3,024.88 480,000.00
ERIE CO 80516 1 02/22/99 00
0431267764 05 04/01/99 0
4545576 O 03/01/14
0
2761127 F28/G01 F 468,000.00 ZZ
180 466,474.73 1
11544 SPRINGRIDGE ROAD 6.625 4,109.02 36
6.375 4,109.02 1,300,000.00
POTOMAC MD 20854 2 02/08/99 00
0431267756 05 04/01/99 0
4546424 O 03/01/14
0
2761128 F28/G01 F 271,370.00 ZZ
180 267,671.86 1
27871 PENINSULA DR S 7.000 2,439.15 31
6.750 2,439.15 900,000.00
LAKE ARROWHEAD CA 92352 2 01/14/99 00
0431267749 03 03/01/99 0
4546871 O 02/01/14
0
2761129 F28/G01 F 383,000.00 ZZ
180 381,724.61 1
386 REDFIELD PLACE 6.375 3,310.08 73
6.125 3,310.08 525,000.00
MORAGA CA 94556 2 02/03/99 00
0431267723 05 04/01/99 0
1
4546911 O 03/01/14
0
2761130 F28/G01 F 325,500.00 ZZ
180 322,368.35 1
3900 EMERSON STREET 6.750 2,880.38 69
6.500 2,880.38 475,000.00
EVANSTON IL 60203 2 01/29/99 00
0431267707 05 03/01/99 0
4548463 O 02/01/14
0
2761131 F28/G01 F 310,000.00 ZZ
180 309,011.29 1
21847 W. GREEN VALLEY COURT 6.875 2,764.75 54
6.625 2,764.75 580,000.00
MUNDELEIN IL 60060 2 02/04/99 00
0431267699 05 04/01/99 0
4548497 O 03/01/14
0
2761132 F28/G01 F 276,500.00 ZZ
180 275,618.11 1
145 PRIMROSE WAY 6.875 2,465.98 41
6.625 2,465.98 680,000.00
PALO ALTO CA 94303 2 02/04/99 00
0431267681 05 04/01/99 0
4549642 O 03/01/14
0
2761133 F28/G01 F 650,000.00 ZZ
120 646,218.71 1
253 FRANKLIN 6.875 7,505.25 43
6.625 7,505.25 1,540,000.00
GLENCOE IL 60022 1 02/16/99 00
0431268341 05 04/01/99 0
4550178 O 03/01/09
0
2761134 F28/G01 F 400,000.00 ZZ
180 398,710.36 1
144 ALEXANDER PALM DR 6.750 3,539.64 23
6.500 3,539.64 1,800,000.00
BOCA RATON FL 33432 1 02/16/99 00
0431267665 03 04/01/99 0
4550622 O 03/01/14
0
1
2761136 F28/G01 F 266,500.00 ZZ
180 264,776.73 1
11425 CLEARFIELD LN 6.750 2,358.28 67
6.500 2,358.28 400,000.00
MUNSON TOWNSHIP OH 44024 5 01/28/99 00
0431267582 05 03/01/99 0
4550962 O 02/01/14
0
2761138 F28/G01 F 414,000.00 ZZ
180 412,650.74 1
10124 N. VINTAGE CT 6.625 3,634.89 72
6.375 3,634.89 580,000.00
MEQUON WI 53092 2 02/19/99 00
0431267566 05 04/01/99 0
4552760 O 03/01/14
0
2761139 F28/G01 F 285,800.00 ZZ
180 284,848.28 1
12135 BROKEN BOUGH DR 6.375 2,470.03 79
6.125 2,470.03 365,000.00
HOUSTON TX 77024 2 02/09/99 00
0431267558 05 04/01/99 0
4553204 O 03/01/14
0
2761141 F28/G01 F 307,000.00 ZZ
180 305,014.85 1
1848 PORT ASHLEY PL 6.750 2,716.67 34
6.500 2,716.67 925,000.00
NEWPORT BEACH CA 92660 2 01/26/99 00
0431267533 03 03/01/99 0
4558199 O 02/01/14
0
2761142 F28/G01 F 618,750.00 ZZ
180 616,819.00 1
5752 OAKLEY TERRACE 7.125 5,604.83 75
6.875 5,604.83 825,000.00
IRVINE CA 92715 5 02/09/99 00
0431268333 03 04/01/99 0
4559569 O 03/01/14
0
2761143 F28/G01 F 319,450.00 ZZ
180 318,397.60 1
1498 WEST COMMERCE AV 6.500 2,782.75 75
6.250 2,782.75 426,000.00
1
GILBERT AZ 85233 1 02/03/99 00
0431267525 03 04/01/99 0
4560043 O 03/01/14
0
2761144 F28/G01 F 396,000.00 ZZ
180 394,723.25 1
204 MANCHESTER PL 6.750 3,504.25 80
6.500 3,504.25 495,000.00
GREENSBOROUGH NC 27410 1 02/10/99 00
0431267517 05 04/01/99 0
4560514 O 03/01/14
0
2761145 F28/G01 F 362,000.00 ZZ
180 360,845.45 1
2782 NORTH MEREDITH STREET 6.875 3,228.51 66
6.625 3,228.51 550,000.00
ORANGE CA 92867 2 02/05/99 00
0431267509 05 04/01/99 0
4561258 O 03/01/14
0
2761146 F28/G01 F 400,000.00 ZZ
180 398,696.35 1
1406 LINDA VISTA AVENUE 6.625 3,511.98 77
6.375 3,511.98 522,500.00
PASADENA CA 91103 1 02/22/99 00
0431267467 05 04/01/99 0
4562734 O 03/01/14
0
2761149 F28/G01 F 297,900.00 ZZ
180 296,422.23 1
13614 CHERRYDALE DRIVE 6.625 2,615.55 57
6.375 2,615.55 525,000.00
ROCKVILLE MD 20850 2 02/08/99 00
0431267434 03 04/01/99 0
4565838 O 03/01/14
0
2761150 F28/G01 F 464,000.00 ZZ
180 462,504.02 1
1943 PORT NELSON PLACE 6.750 4,105.98 58
6.500 4,105.98 800,000.00
NEWPORT BEACH CA 92660 2 02/02/99 00
0431267426 03 04/01/99 0
4566117 O 03/01/14
0
1
2761151 F28/G01 F 325,000.00 ZZ
180 323,940.79 1
7604 GLACKENS DR 6.625 2,853.48 65
6.375 2,853.48 505,000.00
P0TOMAC MD 20854 2 02/12/99 00
0431267418 05 04/01/99 0
4566711 O 03/01/14
0
2761152 F28/G01 F 268,000.00 ZZ
180 267,135.94 1
126 GEORGETOWN RD 6.750 2,371.56 52
6.500 2,371.56 525,000.00
WEST NEWBURY MA 01985 2 02/19/99 00
0431267392 05 04/01/99 0
4569145 O 03/01/14
0
2761153 F28/G01 F 310,000.00 ZZ
180 309,053.44 1
69 BRICK KILN LN 7.375 2,851.77 73
7.125 2,851.77 425,000.00
PEMBROKE MA 02359 2 02/04/99 00
0431267384 05 04/01/99 0
4573632 O 03/01/14
0
2761154 F28/G01 F 370,000.00 ZZ
180 368,767.90 1
336 ROCKRIMMON RD 6.375 3,197.73 68
6.125 3,197.73 550,000.00
STAMFORD CT 06903 2 02/18/99 00
0431267376 05 04/01/99 0
4573766 O 03/01/14
0
2761155 F28/G01 F 260,000.00 ZZ
180 259,134.19 1
20408 DEEP CAVE COURT 6.375 2,247.06 58
6.125 2,247.06 450,000.00
CORNELIUS NC 28036 2 02/12/99 00
0431267368 05 04/01/99 0
4573873 O 03/01/14
0
2761156 F28/G01 F 332,000.00 ZZ
180 330,941.12 1
1
5794 WINDSONA CIRCLE 6.875 2,960.96 70
6.625 2,960.96 480,000.00
FITCHBURG WI 53711 2 02/12/99 00
0431267350 05 04/01/99 0
4576702 O 03/01/14
0
2761157 F28/G01 F 500,000.00 ZZ
180 495,972.46 1
7101 CUTTER COURT 6.500 4,355.54 58
6.250 4,355.54 870,000.00
PARKLAND FL 33067 2 02/08/99 00
0431267343 03 04/01/99 0
4577924 O 03/01/14
0
2761158 F28/G01 F 287,000.00 ZZ
180 286,044.29 1
2419 E. CEDAR AVENUE 6.375 2,480.40 48
6.125 2,480.40 610,000.00
DENVER CO 80223 2 02/11/99 00
0431267335 05 04/01/99 0
4578460 O 03/01/14
0
2761160 F28/G01 F 556,500.00 ZZ
180 554,666.66 1
1974 VALLEYVIEW DR 6.500 4,847.72 75
6.250 4,847.72 742,000.00
ANN ARBOR MI 48105 2 02/08/99 00
0431271147 03 04/01/99 0
4580835 O 03/01/14
0
2761161 F28/G01 F 284,000.00 ZZ
180 283,074.41 1
22289 W. CAMBRIDGE DRIVE 6.625 2,493.51 66
6.375 2,493.51 432,000.00
KILDEER IL 60047 2 02/20/99 00
0431267327 05 04/01/99 0
4581082 O 03/01/14
0
2761162 F28/G01 F 382,400.00 ZZ
180 381,180.38 1
17021 WESTPORT DRIVE 6.875 3,410.45 61
6.625 3,410.45 636,000.00
HUNTINGTON BEAC CA 92649 2 02/05/99 00
0431267319 05 04/01/99 0
1
4587198 O 03/01/14
0
2761163 F28/G01 F 306,000.00 ZZ
180 305,034.58 1
20304 N. WALLINGFORD LN 7.000 2,750.42 69
6.750 2,750.42 445,000.00
BARRINGTON IL 60010 2 02/12/99 00
0431267301 03 04/01/99 0
4593747 O 03/01/14
0
2761164 F28/G01 F 423,000.00 ZZ
180 421,606.47 1
3295 VIA LOMA VISTA 6.500 3,684.78 75
6.250 3,684.78 565,000.00
ESCONDIDO CA 92029 2 02/10/99 00
0431267293 05 04/01/99 0
4598476 O 03/01/14
0
2761165 F28/G01 F 248,150.00 ZZ
180 247,375.57 1
21738 AGAJANIAN LANE 7.125 2,247.82 78
6.875 2,247.82 320,000.00
SANTA CLARITA CA 91350 2 02/19/99 00
0431267285 05 04/01/99 0
4611440 O 03/01/14
0
2761166 F28/G01 F 362,800.00 ZZ
180 361,630.29 1
1650 WEST AMBERWOOD DRIVE 6.750 3,210.46 80
6.500 3,210.46 453,500.00
PHOENIX AZ 85045 1 02/23/99 00
0431268309 03 04/01/99 0
4617522 O 03/01/14
0
2761287 K08/G01 F 230,000.00 ZZ
180 229,274.36 1
5865 WEST POST ROAD 7.000 2,067.31 64
6.750 2,067.31 365,000.00
LAS VEGAS NV 89118 2 02/23/99 00
0411298656 05 04/01/99 0
0411298656 O 03/01/14
0
1
2761318 K08/G01 F 202,000.00 ZZ
180 201,376.44 1
3403 TUDOR DRIVE 7.250 1,843.98 53
7.000 1,843.98 385,000.00
ADAMSTOWN MD 21710 2 02/26/99 00
0411303811 05 04/01/99 0
0411303811 O 03/01/14
0
2761326 K08/G01 F 110,000.00 ZZ
180 109,664.12 1
2412 FRYER POINT 7.375 1,011.92 40
7.125 1,011.92 278,500.00
FORT LAUDERDALE FL 33305 1 03/04/99 00
0411270044 05 04/01/99 0
0411270044 O 03/01/14
0
2761391 K08/G01 F 106,900.00 ZZ
180 106,900.00 1
111 CRESTWOOD DRIVE 6.625 938.58 71
6.375 938.58 151,500.00
ROCKWALL TX 75087 5 03/08/99 00
0411317167 05 05/01/99 0
0411317167 O 04/01/14
0
2761418 K08/G01 F 66,000.00 ZZ
180 66,000.00 1
526 PENNSYLVANIA AVE. 7.250 602.49 52
7.000 602.49 129,000.00
CRYSTAL BEACH FL 34681 2 03/10/99 00
0411310063 05 05/01/99 0
0411310063 O 04/01/14
0
2761442 K08/G01 F 150,000.00 ZZ
180 150,000.00 1
302 CHAPEL BELL LANE 6.875 1,337.78 40
6.625 1,337.78 380,000.00
HOUSTON TX 77024 5 03/10/99 00
0411315815 05 05/01/99 0
0411315815 O 04/01/14
0
2761463 K08/G01 F 130,000.00 ZZ
180 130,000.00 1
18 STONE RIDGE ROAD 7.000 1,168.48 57
6.750 1,168.48 230,000.00
1
OLD BRIDGE NJ 08857 2 03/09/99 00
0411279482 03 05/01/99 0
0411279482 O 04/01/14
0
2762056 623/G01 F 250,000.00 ZZ
180 243,627.09 1
12810 COCOA PINE DRIVE 7.125 2,264.58 74
6.875 2,264.58 340,886.00
BOYNTON BEACH FL 33436 1 07/02/98 00
0431254119 03 09/01/98 0
1065920 O 08/01/13
0
2762057 623/G01 F 362,600.00 ZZ
180 360,280.45 1
6332 NORTH 31ST STREET 6.875 3,233.86 65
6.625 3,233.86 565,000.00
PHOENIX AZ 85016 2 01/12/99 00
0431254135 03 03/01/99 0
1149103 O 02/01/14
0
2762059 623/G01 F 253,000.00 ZZ
180 247,869.18 1
156 INTERLOCHEN DRIVE 6.875 2,256.39 80
6.625 2,256.39 320,000.00
PEACHTREE CITY GA 30269 2 11/17/98 00
0431255686 05 01/01/99 0
1190999 O 12/01/13
0
2762060 623/G01 F 400,000.00 ZZ
180 396,150.78 1
325 FAR REACH ROAD 6.875 3,567.42 56
6.625 3,567.42 720,000.00
WESTWOOD MA 02090 5 12/22/98 00
0431254192 05 02/01/99 0
1198669 O 01/01/14
0
2762061 623/G01 F 486,500.00 ZZ
180 481,717.03 1
4527 HIGH COURT CIRCLE 6.625 4,271.44 80
6.375 4,271.44 610,000.00
BIRMINGHAM AL 35242 2 12/28/98 00
0431254234 03 02/01/99 0
1202104 O 01/01/14
0
1
2762062 623/G01 F 525,000.00 ZZ
180 519,947.88 1
155 WHISPERING PINES 6.875 4,682.24 62
6.625 4,682.24 850,000.00
COUNCE TN 38326 2 01/28/99 00
0431254242 05 03/01/99 0
1206081 O 02/01/14
0
2762063 623/G01 F 322,500.00 ZZ
180 320,414.61 1
989 ASH STREET 6.750 2,853.83 50
6.500 2,853.83 656,000.00
WINNETKA IL 60093 2 01/08/99 00
0431254358 05 03/01/99 0
1206211 O 02/01/14
0
2762065 623/G01 F 267,000.00 ZZ
180 265,273.49 1
549 BAILEY DRIVE 6.750 2,362.71 80
6.500 2,362.71 335,000.00
BATAVIA IL 60510 2 01/08/99 00
0431260181 05 03/01/99 0
1207247 O 02/01/14
0
2762066 623/G01 F 280,000.00 ZZ
180 277,247.22 1
3764 POWERS FERRY ROAD NW 6.625 2,458.38 71
6.375 2,458.38 395,000.00
ATLANTA GA 30342 2 12/29/98 00
0431254408 05 02/01/99 0
1207782 O 01/01/14
0
2762067 623/G01 F 512,000.00 ZZ
180 508,689.23 1
2427 CENTRAL PARK AVENUE 6.750 4,530.74 64
6.500 4,530.74 802,000.00
EVANSTON IL 60201 2 01/11/99 00
0431254457 05 03/01/99 0
1209405 O 02/01/14
0
2762068 623/G01 F 374,000.00 ZZ
180 370,400.96 1
1
537 STARR CREEK ROAD 6.875 3,335.54 74
6.625 3,335.54 510,000.00
RICHMOND HILL GA 31324 2 12/23/98 00
0431254481 05 02/01/99 0
1209844 O 01/01/14
0
2762069 623/G01 F 520,000.00 ZZ
180 516,527.60 1
12224 CLIFTON SPRING DRIVE 6.375 4,494.10 80
6.125 4,494.10 650,000.00
CLIFTON VA 20124 2 01/13/99 00
0431254515 05 03/01/99 0
1211250 O 02/01/14
0
2762071 623/G01 F 284,000.00 ZZ
180 282,180.22 1
6318 LINDSAY COURT 6.875 2,532.87 80
6.625 2,532.87 355,000.00
WEST BLOOMFIELD MI 48324 1 01/29/99 00
0431254689 05 03/01/99 0
1216731 O 02/01/14
0
2762072 623/G01 F 343,000.00 ZZ
180 341,894.14 1
423 TREGARON PLACE 6.750 3,035.24 50
6.500 3,035.24 696,000.00
ST LOUIS MO 63131 2 01/28/99 00
0431254721 03 04/01/99 0
1217294 O 03/01/14
0
2762074 623/G01 F 280,000.00 ZZ
180 277,276.49 1
2647 KILDARE WAY 6.750 2,477.75 80
6.500 2,477.75 350,000.00
EL CAJON CA 92020 5 12/21/98 00
0431255587 05 02/01/99 0
6219286 O 01/01/14
0
2762075 623/G01 F 340,000.00 ZZ
180 337,703.55 1
7865 WILLOW GLEN ROAD 7.000 3,056.02 59
6.750 3,056.02 580,000.00
LOS ANGELES CA 90046 5 01/11/99 00
0431262849 05 03/01/99 0
1
6251246 O 02/01/14
0
2762076 623/G01 F 325,500.00 ZZ
180 323,484.31 1
9303 N 58TH STREET 7.250 2,971.37 69
7.000 2,971.37 472,000.00
PARADISE VALLEY AZ 85253 5 01/18/99 00
0431255595 05 03/01/99 0
6283497 O 02/01/14
0
2762077 623/G01 F 649,950.00 ZZ
180 645,747.21 1
5736 NORTH 33RD PLACE 6.750 5,751.47 77
6.500 5,751.47 855,000.00
PARADISE VALLEY AZ 85253 1 01/08/99 00
0431255603 05 03/01/99 0
6374325 O 02/01/14
0
2763068 K08/G01 F 96,000.00 ZZ
180 96,000.00 1
2610 SOUTH 4TH STREET 7.250 876.35 80
7.000 876.35 120,000.00
TUCUMCARI NM 88401 2 03/12/99 00
0411302193 05 05/01/99 0
0411302193 O 04/01/14
0
2763075 K08/G01 F 180,000.00 ZZ
180 180,000.00 1
25247 SAGECREST CIRCLE 6.875 1,605.34 52
6.625 1,605.34 350,000.00
NEWHALL AREA CA 91381 2 03/10/99 00
0411315070 05 05/01/99 0
0411315070 O 04/01/14
0
2763687 K08/G01 F 250,000.00 ZZ
180 248,411.26 1
30233 WESTFIELD 7.000 2,247.07 71
6.750 2,247.07 355,000.00
FARMINGTON HILL MI 48334 2 02/11/99 00
0411284698 05 04/01/99 0
0411284698 O 03/01/14
0
1
2763694 K08/G01 F 82,500.00 ZZ
180 82,236.88 1
1862 GUILDER GLEN 6.875 735.78 55
6.625 735.78 150,000.00
ESCONDIDO CA 92029 5 02/04/99 00
0411248529 03 04/01/99 0
0411248529 O 03/01/14
0
2763724 K08/G01 F 500,000.00 ZZ
180 500,000.00 1
262 WEST 3300 NORTH 6.750 4,424.55 67
6.500 4,424.55 750,000.00
PROVO UT 84604 2 03/03/99 00
0411283575 05 05/01/99 0
0411283575 O 04/01/14
0
2764740 K08/G01 F 82,000.00 ZZ
180 82,000.00 1
856 NW 81ST TERRACE 7.250 748.55 95
7.000 748.55 87,000.00
PLANTATION FL 33324 2 03/15/99 12
0411315294 01 05/01/99 30
0411315294 O 04/01/14
0
2765094 623/623 F 286,850.00 ZZ
180 283,052.87 1
18063 DEER CT 7.125 2,598.38 79
6.875 2,598.38 367,000.00
SPRING LAKE MI 49456 2 01/13/99 00
1195195 05 03/01/99 0
1195195 O 02/01/14
0
2765095 623/623 F 295,300.00 ZZ
180 293,410.95 1
2851 REEDS LAKE BLVD SE 6.875 2,633.65 71
6.625 2,633.65 420,000.00
EAST GRAND RAPI MI 49506 2 02/02/99 00
1195806 05 04/01/99 0
1195806 O 03/01/14
0
2765096 623/623 F 262,000.00 ZZ
180 259,478.75 1
105 CAMPGROUND #205 6.875 2,336.66 44
6.625 2,336.66 600,000.00
1
SNOWMASS VILLAG CO 81615 2 12/07/98 00
1198036 01 02/01/99 0
1198036 O 01/01/14
0
2765097 623/623 F 349,050.00 T
180 346,888.47 1
6466 INDIAN BAY ROAD 7.250 3,186.35 54
7.000 3,186.35 649,500.00
MONTAGUE MI 49437 2 02/02/99 00
1199305 05 03/01/99 0
1199305 O 02/01/14
0
2765098 623/623 F 482,900.00 ZZ
180 479,810.88 1
2565 FREDERICK SE 6.875 4,306.76 65
6.625 4,306.76 750,000.00
EAST GRAND RAPI MI 49506 2 02/04/99 00
1205485 05 03/01/99 0
1205485 O 02/01/14
0
2765099 623/623 F 310,000.00 ZZ
120 306,004.52 1
12030 MAGNOLIA LANE 7.000 3,599.36 77
6.750 3,599.36 406,000.00
LOCKPORT IL 60441 2 01/11/99 00
1206210 05 03/01/99 0
1206210 O 02/01/09
0
2765101 623/623 F 340,000.00 ZZ
180 337,801.45 1
2086 THORNTREE LANE 6.750 3,008.69 76
6.500 3,008.69 450,000.00
PALATINE IL 60067 2 02/01/99 00
1209554 05 03/01/99 0
1209554 O 02/01/14
0
2765102 623/623 F 480,000.00 ZZ
180 478,485.62 1
4981 WINTER RIDGE SE 7.000 4,314.38 75
6.750 4,314.38 640,000.00
ADA MI 49301 5 02/16/99 00
1211016 01 04/01/99 0
1211016 O 03/01/14
0
1
2765103 623/623 F 535,000.00 ZZ
180 530,341.97 1
13006 PENINSULA DRIVE 6.875 4,771.42 71
6.625 4,771.42 760,000.00
TRAVERSE CITY MI 49686 2 01/29/99 00
1211978 05 03/01/99 0
1211978 O 02/01/14
0
2765104 623/623 F 606,050.00 ZZ
180 602,173.09 1
5218 GRAND ARBRE TRAIL 6.875 5,405.08 74
6.625 5,405.08 820,000.00
PORTAGE MI 49024 2 02/01/99 00
1214944 05 03/01/99 0
1214944 O 02/01/14
0
2765105 623/623 F 286,000.00 ZZ
180 285,087.84 1
431 EASTWOOD SHORES 6.875 2,550.70 39
6.625 2,550.70 750,000.00
TRAVERSE CITY MI 49684 2 02/11/99 00
1215066 05 04/01/99 0
1215066 O 03/01/14
0
2765106 623/623 F 285,000.00 ZZ
180 284,091.03 1
2601 FREDERICK DRIVE SE 6.875 2,541.78 28
6.625 2,541.78 1,025,000.00
EAST GRAND RAPI MI 49506 2 02/18/99 00
1218362 05 04/01/99 0
1218362 O 03/01/14
0
2765107 623/623 F 550,000.00 ZZ
180 548,264.77 1
11100 BAYSHORE DR 7.000 4,943.56 72
6.750 4,943.56 770,000.00
TRAVERSE CITY MI 49684 5 02/15/99 00
1218543 05 04/01/99 0
1218543 O 03/01/14
0
2765109 623/623 F 288,000.00 ZZ
180 287,081.46 1
1
5000 MEANDERING CREEK DR 6.875 2,568.54 69
6.625 2,568.54 420,000.00
BELMONT MI 49306 2 02/19/99 00
1224442 05 04/01/99 0
1224442 O 03/01/14
0
2765312 K08/G01 F 73,000.00 ZZ
180 73,000.00 1
1733 ENFIELD STREET 6.875 651.05 85
6.625 651.05 86,000.00
TARRANT AL 35217 2 03/17/99 14
0411324650 05 05/01/99 25
0411324650 O 04/01/14
0
2765320 K08/G01 F 55,500.00 ZZ
180 55,500.00 1
401 CATAWBA CIRCLE NORTH 6.875 494.98 61
6.625 494.98 92,000.00
MATTHEWS NC 28105 2 03/16/99 00
0411301161 05 05/01/99 0
0411301161 O 04/01/14
0
2765335 K08/G01 F 148,500.00 ZZ
180 148,500.00 1
5819 SOUTH HOLMES AVENUE 7.125 1,345.16 75
6.875 1,345.16 198,000.00
CLARENDON HILLS IL 60514 2 03/17/99 00
0411281843 05 05/01/99 0
0411281843 O 04/01/14
0
2767447 K08/G01 F 172,500.00 ZZ
180 172,500.00 1
8802 CEDAR STREET 6.875 1,538.45 78
6.625 1,538.45 224,000.00
BELLFLOWER CA 90706 2 03/12/99 00
0411327141 05 05/01/99 0
0411327141 O 04/01/14
0
2770396 K08/G01 F 316,000.00 ZZ
180 316,000.00 1
8445 QUAIL OAKS DRIVE 6.750 2,796.31 66
6.500 2,796.31 480,000.00
GRANITE BAY CA 95746 2 03/22/99 00
0411342249 05 05/01/99 0
1
0411342249 O 04/01/14
0
TOTAL NUMBER OF LOANS : 544
TOTAL ORIGINAL BALANCE : 180,505,340.08
TOTAL PRINCIPAL BALANCE : 179,230,003.44
TOTAL ORIGINAL P+I : 1,622,614.13
TOTAL CURRENT P+I : 1,622,614.13
***************************
* END OF REPORT *
***************************
1
RUN ON : 04/29/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.03.44 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 1999-S10 CUTOFF : 04/01/99
POOL : 0004370
:
:
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
-------------------------------------------------------------------
1756916 .2500
392,100.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1847388 .2500
145,148.56 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1851935 .2500
259,158.18 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1854100 .2500
269,648.13 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1856696 .2500
320,682.34 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1858847 .2500
411,998.14 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
1864003 .2500
467,265.84 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1864007 .2500
398,682.24 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1864186 .2500
335,381.91 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1864720 .2500
518,323.47 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1867658 .2500
90,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1868399 .2500
294,980.28 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1869160 .2500
257,060.84 .0300
5.8750 .0000
5.6250 .1500
5.4450 .0000
5.4450 .0000
1869219 .2500
273,257.41 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
1870113 .2500
345,496.31 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1870442 .2500
448,549.15 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1870872 .2500
82,735.28 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1872202 .2500
643,609.60 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1874044 .2500
610,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1875453 .2500
338,915.62 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1876864 .2500
320,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1877614 .2500
248,812.52 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
1878287 .2500
117,934.81 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1879201 .2500
257,000.00 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
1880378 .2500
313,200.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1880586 .2500
197,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1880904 .2500
287,081.46 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1880953 .2500
472,888.77 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1880954 .2500
387,731.23 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1880984 .2500
74,293.61 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1
1880992 .2500
496,835.83 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1880995 .2500
126,580.83 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
1880998 .2500
352,753.43 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1881446 .2500
647,858.63 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1881651 .2500
304,027.25 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1882028 .2500
410,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1882100 .2500
731,490.49 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1882296 .2500
205,129.28 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1
1882918 .2500
498,439.59 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1883113 .2500
205,000.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1883168 .2500
259,152.63 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1883284 .2500
144,552.39 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1883345 .2500
300,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1883436 .2500
500,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1883671 .2500
106,704.86 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1883682 .2500
214,603.28 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
1883916 .2500
300,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1884027 .2500
277,113.35 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1884094 .2500
488,403.04 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1884191 .2500
120,000.00 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
1884241 .2500
294,059.13 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1884735 .2500
325,266.40 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1884737 .2500
309,159.85 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1884738 .2500
394,797.75 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
1884739 .2500
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6.8750 .1500
6.6450 .0000
6.1000 .5450
1
2752081 .2500
509,736.71 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2752705 .2500
303,539.32 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2755445 .2500
381,778.47 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
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2756063 .2500
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7.1250 .0000
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6.6450 .0000
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47,000.00 .0800
7.3750 .0000
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6.7700 .0000
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2758191 .2500
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6.8750 .0000
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1
2758210 .2500
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2758393 .2500
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7.0000 .0000
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2758758 .2500
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1
2761060 .2500
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1
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2761077 .2500
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1
2761078 .2500
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6.8750 .0000
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300,946.88 .0300
6.3750 .0000
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5.9450 .0000
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2761082 .2500
290,152.13 .0800
7.0000 .0000
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6.5200 .0000
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2761083 .2500
398,710.36 .0800
6.7500 .0000
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2761084 .2500
363,607.57 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
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2761085 .2500
363,823.21 .0800
6.7500 .0000
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6.2700 .0000
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2761086 .2500
394,737.01 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2761087 .2500
310,479.26 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761088 .2500
496,766.83 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761089 .2500
380,817.07 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2761090 .2500
291,109.58 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761091 .2500
378,012.97 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761092 .2500
506,702.17 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761093 .2500
264,308.15 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761094 .2500
274,113.38 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
2761095 .2500
421,009.88 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761096 .2500
645,659.50 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761097 .2500
498,405.31 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761098 .2500
392,500.31 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2761099 .2500
357,244.48 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761100 .2500
304,814.08 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761101 .2500
644,836.21 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761104 .2500
275,294.27 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
2761105 .2500
298,060.10 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761106 .2500
341,010.63 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761110 .2500
272,424.95 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761112 .2500
398,400.28 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761113 .2500
434,005.78 .0800
6.8750 .0000
6.6250 .1500
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6.1000 .2950
2761116 .2500
285,047.62 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
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2761117 .2500
516,564.54 .0300
6.5000 .0000
6.2500 .1500
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6.0700 .0000
2761118 .2500
379,068.82 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2761119 .2500
256,869.14 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761120 .2500
394,148.55 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761122 .2500
344,847.82 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761123 .2500
307,929.91 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761124 .2500
274,752.94 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761126 .2500
348,834.50 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761127 .2500
466,474.73 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761128 .2500
267,671.86 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
1
2761129 .2500
381,724.61 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761130 .2500
322,368.35 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761131 .2500
309,011.29 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761132 .2500
275,618.11 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761133 .2500
646,218.71 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761134 .2500
398,710.36 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761136 .2500
264,776.73 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761138 .2500
412,650.74 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1
2761139 .2500
284,848.28 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761141 .2500
305,014.85 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761142 .2500
616,819.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2761143 .2500
318,397.60 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2761144 .2500
394,723.25 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761145 .2500
360,845.45 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761146 .2500
398,696.35 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761149 .2500
296,422.23 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1
2761150 .2500
462,504.02 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761151 .2500
323,940.79 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761152 .2500
267,135.94 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2761153 .2500
309,053.44 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2761154 .2500
368,767.90 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761155 .2500
259,134.19 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761156 .2500
330,941.12 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761157 .2500
495,972.46 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
1
2761158 .2500
286,044.29 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2761160 .2500
554,666.66 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2761161 .2500
283,074.41 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761162 .2500
381,180.38 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761163 .2500
305,034.58 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2761164 .2500
421,606.47 .0300
6.5000 .0000
6.2500 .1500
6.0700 .0000
6.0700 .0000
2761165 .2500
247,375.57 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
2761166 .2500
361,630.29 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
1
2761287 .2500
229,274.36 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2761318 .2500
201,376.44 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2761326 .2500
109,664.12 .0800
7.3750 .0000
7.1250 .1500
6.8950 .0000
6.1000 .7950
2761391 .2500
106,900.00 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2761418 .2500
66,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2761442 .2500
150,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2761463 .2500
130,000.00 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2762056 .2500
243,627.09 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1
2762057 .2500
360,280.45 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2762059 .2500
247,869.18 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2762060 .2500
396,150.78 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2762061 .2500
481,717.03 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
2762062 .2500
519,947.88 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2762063 .2500
320,414.61 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2762065 .2500
265,273.49 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2762066 .2500
277,247.22 .0800
6.6250 .0000
6.3750 .1500
6.1450 .0000
6.1000 .0450
1
2762067 .2500
508,689.23 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2762068 .2500
370,400.96 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2762069 .2500
516,527.60 .0300
6.3750 .0000
6.1250 .1500
5.9450 .0000
5.9450 .0000
2762071 .2500
282,180.22 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2762072 .2500
341,894.14 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2762074 .2500
277,276.49 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2762075 .2500
337,703.55 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2762076 .2500
323,484.31 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
1
2762077 .2500
645,747.21 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2763068 .2500
96,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2763075 .2500
180,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2763687 .2500
248,411.26 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2763694 .2500
82,236.88 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2763724 .2500
500,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2764740 .2500
82,000.00 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2765094 .2500
283,052.87 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1
2765095 .2500
293,410.95 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765096 .2500
259,478.75 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765097 .2500
346,888.47 .0800
7.2500 .0000
7.0000 .1500
6.7700 .0000
6.1000 .6700
2765098 .2500
479,810.88 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765099 .2500
306,004.52 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2765101 .2500
337,801.45 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
2765102 .2500
478,485.62 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2765103 .2500
530,341.97 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
1
2765104 .2500
602,173.09 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765105 .2500
285,087.84 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765106 .2500
284,091.03 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765107 .2500
548,264.77 .0800
7.0000 .0000
6.7500 .1500
6.5200 .0000
6.1000 .4200
2765109 .2500
287,081.46 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765312 .2500
73,000.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765320 .2500
55,500.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2765335 .2500
148,500.00 .0800
7.1250 .0000
6.8750 .1500
6.6450 .0000
6.1000 .5450
1
2767447 .2500
172,500.00 .0800
6.8750 .0000
6.6250 .1500
6.3950 .0000
6.1000 .2950
2770396 .2500
316,000.00 .0800
6.7500 .0000
6.5000 .1500
6.2700 .0000
6.1000 .1700
TOTAL NUMBER OF LOANS: 544
TOTAL BALANCE........: 179,230,003.44
1
RUN ON : 04/29/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.03.44 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 1999-S10 FIXED SUMMARY REPORT CUTOFF : 04/01/99
POOL : 0004370
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-----------------------------------------------------------------------
CURR NOTE RATE 6.7940 5.8750 7.5000
RFC NET RATE 6.5440 5.6250 7.2500
NET MTG RATE(INVSTR RATE) 6.3226 5.4450 7.0200
POST STRIP RATE 6.0808 5.4450 6.1000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0714 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .1500 .1500 .1500
SPREAD .0000 .0000 .0000
STRIP .2418 .0000 .9200
TOTAL NUMBER OF LOANS: 544
TOTAL BALANCE........: 179,230,003.44
***************************
* 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: (Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents:[ ] Promissory Note [ ] Primary
Insurance Policy [ ] Mortgage or Deed of
Trust [ ] Assignment(s) of Mortgage or Deed
of Trust [ ] Title Insurance Policy [ ]
Other:
Name
Title
Date
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-S10,
Class R (the "Class R Certificates") (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of
__________________] [the United States], on behalf of which he/she makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be as of [date of
transfer] a "disqualified organization" within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership" within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates,
and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
I-1-1
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates if at any time during the taxable year
of the pass-through entity a disqualified organization is the record holder of
an interest in such entity. (For this purpose, a "pass through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ___________.
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
11. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificates
that the Owner intends to pay taxes associated with holding such Class R
Certificates as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
I-1-2
<PAGE>
13. The Owner is a citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, or to the extent prescribed in regulations by the
Secretary of the Treasury, which have not yet been issued, a trust which was in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Code), and which
was treated as a United States person on August 20, 1996.
14. (a) The Owner hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that the
following statements in (1) or (2) are accurate: (1) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing plan assets within the
meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA;
(2) The purchase of Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing Agreement and, with respect to each source of funds ("Source")
being used by the Owner to acquire the Certificates, each of the following
statements is accurate: (a) the Owner is an insurance company; (b) the Source is
assets of the Owner's "general account;" (c) the conditions set forth in
Prohibited Transaction Class Exemption ("PTCE") 95-60 issued by the DOL have
been satisfied and the purchase, holding and transfer of Certificates by or on
behalf of the Owner are exempt under PTCE 95-60; and (d) the amount of reserves
and liabilities for such general account contracts held by or on behalf of any
Plan does not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this clause, all
Plans maintained by the same employer (or affiliate thereof) or employee
organization are deemed to be a single Plan) in connection with its purchase and
holding of such Certificates; or
(b) The Owner will provide the Trustee, the Company and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Company or the
Master Servicer
I-1-3
<PAGE>
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement.
I-1-4
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ____ day of ________________,
199__.
NOTARY PUBLIC
COUNTY OF STATE OF My Commission expires the
____ day of _______________, 19__.
I-1-5
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S10
Re: Mortgage Pass-Through Certificates,
Series 1999-S10, 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-S10, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
April 1, 1999 among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master servicer, and The
First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section
I-2-1
<PAGE>
1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has
determined that the Purchaser has historically paid its debts as they become due
and has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Seller
understands that the transfer of a Class R Certificate may not be respected for
United States income tax purposes (and the Seller may continue to be liable for
United States income taxes associated therewith) unless the Seller has conducted
such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S10
Re: Mortgage Pass-Through Certificates,
Series 1999-S10, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S10, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of April 1, 1999 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
J-1
<PAGE>
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement and
[b] [c] such other information concerning the Certificates, the
Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company
or the Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the Seller in
connection with the initial distribution of the Certificates and was
provided with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser acknowledges that
such Memorandum was provided to it by the Seller, that the
Memorandum was prepared by the Company solely for use in connection
with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to any
damage, liability, claim or expense arising out of, resulting from
or in connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of any Certificate under the
Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto.
The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
J-2
<PAGE>
6. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that
the following statements in (a), (b) or (c) are correct:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101;
(b) The Purchaser is an insurance company; the source of the
funds being used by the Purchaser to acquire the Certificates is
assets of the Purchaser's "general account"; the conditions set
forth in Prohibited Transaction Class Exemption ("PTCE") 95-60
issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any Plan does
not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this
clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; or
(c) The Purchaser has provided the Trustee, the Company and
the Master Servicer with an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
J-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-S10
Re: Mortgage Pass-Through Certificates,
Series 1999-S10, [Class M-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S10, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of April 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;
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(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:
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EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S10
Re: Mortgage Pass-Through Certificates,
Series 1999-S10, [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-S10, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of April 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
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sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
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<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of 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.
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d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
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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:
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ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
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___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
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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-S10
, 199__
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S10
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 April 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-S10 (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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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 First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Attention: Residential Funding Corporation Series 1999-S10
Re: Mortgage Pass-Through Certificates, Series 1999-S10
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
April 1, 1999 among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master servicer, and the
Trustee. All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Lender hereby certifies,
represents and warrants to, and covenants with, the Master Servicer and the
Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
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(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
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EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1869160 257,060.84 5.595 10.4800000000% 26,939.98
1889655 250,000.00 5.720 8.4800000000% 21,200.00
1885028 611,797.94 5.845 6.4800000000% 39,644.51
1885091 520,425.50 5.845 6.4800000000% 33,723.57
1886866 287,030.62 5.970 4.4800000000% 12,858.97
1887432 335,000.00 5.970 4.4800000000% 15,008.00
1893274 422,131.53 5.970 4.4800000000% 18,911.49
1893276 258,245.18 5.970 4.4800000000% 11,569.38
1893288 369,489.26 5.970 4.4800000000% 16,553.12
2761064 360,047.28 5.970 4.4800000000% 16,130.12
2761078 397,300.27 5.970 4.4800000000% 17,799.05
1879201 257,000.00 6.095 2.4800000000% 6,373.60
1884760 310,770.63 6.095 2.4800000000% 7,707.11
1884898 250,317.20 6.095 2.4800000000% 6,207.87
1884935 298,966.95 6.095 2.4800000000% 7,414.38
1884986 257,795.19 6.095 2.4800000000% 6,393.32
1885056 554,276.82 6.095 2.4800000000% 13,746.07
1885068 402,912.43 6.095 2.4800000000% 9,992.23
1888785 494,978.41 6.095 2.4800000000% 12,275.46
1889165 256,500.00 6.095 2.4800000000% 6,361.20
1889254 378,734.60 6.095 2.4800000000% 9,392.62
1892941 260,000.00 6.095 2.4800000000% 6,448.00
1892972 323,419.41 6.095 2.4800000000% 8,020.80
2761060 338,867.80 6.095 2.4800000000% 8,403.92
2761080 300,946.88 6.095 2.4800000000% 7,463.48
2761093 264,308.15 6.095 2.4800000000% 6,554.84
2761096 645,659.50 6.095 2.4800000000% 16,012.36
2761106 341,010.63 6.095 2.4800000000% 8,457.06
2761116 285,047.62 6.095 2.4800000000% 7,069.18
2761122 344,847.82 6.095 2.4800000000% 8,552.23
2761123 307,929.91 6.095 2.4800000000% 7,636.66
2761124 274,752.94 6.095 2.4800000000% 6,813.87
2761126 348,834.50 6.095 2.4800000000% 8,651.10
2761129 381,724.61 6.095 2.4800000000% 9,466.77
2761139 284,848.28 6.095 2.4800000000% 7,064.24
2761154 368,767.90 6.095 2.4800000000% 9,145.44
2761155 259,134.19 6.095 2.4800000000% 6,426.53
2761158 286,044.29 6.095 2.4800000000% 7,093.90
2762069 516,527.60 6.095 2.4800000000% 12,809.88
1856696 320,682.34 6.220 0.4800000000% 1,539.28
1858847 411,998.14 6.220 0.4800000000% 1,977.59
1864007 398,682.24 6.220 0.4800000000% 1,913.67
1869219 273,257.41 6.220 0.4800000000% 1,311.64
1881446 647,858.63 6.220 0.4800000000% 3,109.72
1884750 315,748.76 6.220 0.4800000000% 1,515.59
1884759 582,161.81 6.220 0.4800000000% 2,794.38
1884770 335,476.44 6.220 0.4800000000% 1,610.29
1884808 231,304.58 6.220 0.4800000000% 1,110.26
1884909 444,021.69 6.220 0.4800000000% 2,131.30
1884925 315,647.71 6.220 0.4800000000% 1,515.11
1884952 310,815.20 6.220 0.4800000000% 1,491.91
1884958 445,528.40 6.220 0.4800000000% 2,138.54
1884965 281,213.73 6.220 0.4800000000% 1,349.83
1884970 250,218.39 6.220 0.4800000000% 1,201.05
1884974 891,056.82 6.220 0.4800000000% 4,277.07
1884982 285,619.15 6.220 0.4800000000% 1,370.97
1884991 350,283.76 6.220 0.4800000000% 1,681.36
1884995 248,345.84 6.220 0.4800000000% 1,192.06
1885035 327,693.77 6.220 0.4800000000% 1,572.93
1885047 410,876.20 6.220 0.4800000000% 1,972.21
1885058 300,948.04 6.220 0.4800000000% 1,444.55
1885072 437,093.05 6.220 0.4800000000% 2,098.05
1885610 358,814.01 6.220 0.4800000000% 1,722.31
1886090 426,938.84 6.220 0.4800000000% 2,049.31
1886667 324,926.02 6.220 0.4800000000% 1,559.64
1887078 427,600.00 6.220 0.4800000000% 2,052.48
1888105 226,252.16 6.220 0.4800000000% 1,086.01
1888816 195,354.30 6.220 0.4800000000% 937.70
1889270 403,665.77 6.220 0.4800000000% 1,937.60
1890243 275,000.00 6.220 0.4800000000% 1,320.00
1891251 366,737.82 6.220 0.4800000000% 1,760.34
1891282 214,291.70 6.220 0.4800000000% 1,028.60
1892919 255,000.00 6.220 0.4800000000% 1,224.00
1893277 596,036.01 6.220 0.4800000000% 2,860.97
1893316 645,704.68 6.220 0.4800000000% 3,099.38
1893956 262,033.90 6.220 0.4800000000% 1,257.76
2761063 413,006.40 6.220 0.4800000000% 1,982.43
2761072 306,919.58 6.220 0.4800000000% 1,473.21
2761077 468,451.62 6.220 0.4800000000% 2,248.57
2761117 516,564.54 6.220 0.4800000000% 2,479.51
2761143 318,397.60 6.220 0.4800000000% 1,528.31
2761157 495,972.46 6.220 0.4800000000% 2,380.67
2761160 554,666.66 6.220 0.4800000000% 2,662.40
2761164 421,606.47 6.220 0.4800000000% 2,023.71
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EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One First National Plaza, Suite IL-0126
Chicago, Illinois 60670
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1999-S10
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 April 1,
1999, among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
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