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) January 28, 1999
Residential Funding Mortgage Securities I, Inc. (as company under a Pooling and
Servicing Agreement dated as of January 1, 1999 providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1999-S1)
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, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 832-7000
---------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies): The following execution copies of
Exhibits to the Form S-3 Registration Statement of the Registrant are hereby
filed:
Sequentially
Numbered
Exhibit Exhibit
Number Page
10.1 Pooling and Servicing Agreement, dated as of January 1, 1999 among
Residential Funding Mortgage Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and Bankers Trust Company, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By: /s/ Stephen Hynes
Name: Stephen Hynes
Title: Vice President
Dated: January 28, 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:
Name: Stephen Hynes
Title: Vice President
Dated: January 28, 1999
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement
<PAGE>
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S1
<PAGE>
ARTICLE I .......................................................DEFINITIONS 2
SECTION 1.01.Definitions...............................................2
Accrued Certificate Interest.....................................2
Addendum and Assignment Agreement................................3
Additional Collateral............................................3
Additional Collateral Loan.......................................3
Adjusted Mortgage Rate...........................................3
Advance..........................................................3
Affiliate........................................................3
Agreement........................................................3
Amount Held for Future Distribution..............................3
Appraised Value..................................................3
Assignment.......................................................4
Assignment Agreement.............................................4
Assignment of Proprietary Lease..................................4
Available Distribution Amount....................................4
Bankruptcy Amount................................................4
Bankruptcy Code..................................................5
Bankruptcy Loss..................................................5
Book-Entry Certificate...........................................5
Business Day.....................................................5
Buydown Funds....................................................5
Buydown Mortgage Loan............................................6
Cash Liquidation.................................................6
Certificate......................................................6
Certificate Account..............................................6
Certificate Account Deposit Date.................................6
Certificateholder or Holder......................................6
Certificate Owner................................................6
Certificate Principal Balance....................................6
Certificate Register and Certificate Registrar...................7
Class............................................................7
Class A Certificate..............................................7
Class A-P Collection Shortfall...................................8
Class A-P Principal Distribution Amount..........................8
Class A-V Certificates...........................................8
Class A-V Notional Amount or Notional Amount.....................8
Class A-V Subclass Notional Amount...............................8
Class B Certificate..............................................8
Class B Percentage...............................................8
Class B-1 Percentage.............................................8
Class B-1 Prepayment Distribution Trigger........................8
Class B-2 Percentage.............................................8
Class B-2 Prepayment Distribution Trigger........................9
Class B-3 Percentage.............................................9
Class B-3 Prepayment Distribution Trigger........................9
Class M Certificate..............................................9
Class M Percentage...............................................9
Class M-1 Percentage.............................................9
Class M-2 Percentage.............................................9
Class M-2 Prepayment Distribution Trigger........................9
Class M-3 Percentage............................................10
Class M-3 Prepayment Distribution Trigger.......................10
Class R Certificate.............................................10
Closing Date....................................................10
Code............................................................10
Compensating Interest...........................................10
Cooperative.....................................................10
Cooperative Apartment...........................................10
Cooperative Lease...............................................11
Cooperative Loans...............................................11
Cooperative Stock...............................................11
Cooperative Stock Certificate...................................11
Corporate Trust Office..........................................11
Credit Support Depletion Date...................................11
Curtailment.....................................................11
Custodial Account...............................................11
Custodial Agreement.............................................11
Custodian.......................................................11
Cut-off Date....................................................11
Cut-off Date Principal Balance..................................11
DCR.............................................................11
Debt Service Reduction..........................................12
Deficient Valuation.............................................12
Definitive Certificate..........................................12
Deleted Mortgage Loan...........................................12
Delinquent......................................................12
Depository......................................................12
Depository Participant..........................................12
Destroyed Mortgage Note.........................................12
Determination Date..............................................12
Discount Fraction...............................................13
Discount Mortgage Loan..........................................13
Disqualified Organization.......................................13
Distribution Date...............................................13
Due Date........................................................13
Due Period......................................................13
Eligible Account................................................13
Eligible Funds..................................................14
Event of Default................................................14
Excess Bankruptcy Loss..........................................14
Excess Fraud Loss...............................................14
Excess Special Hazard Loss......................................14
Excess Subordinate Principal Amount.............................14
Extraordinary Events............................................15
Extraordinary Losses............................................15
FASIT...........................................................15
FDIC............................................................15
FHLMC...........................................................15
Final Distribution Date.........................................15
Fitch IBCA......................................................16
FNMA............................................................16
Foreclosure Profits.............................................16
Fraud Loss Amount...............................................16
Fraud Losses....................................................16
Independent.....................................................16
Initial Certificate Principal Balance...........................17
Initial Class A-V Notional Amount...............................17
Initial Monthly Payment Fund....................................17
Insurance Proceeds..............................................17
Insurer.........................................................17
Interest Accrual Period.........................................17
Junior Certificateholder........................................17
Junior Class of Certificates....................................17
Late Collections................................................17
Liquidation Proceeds............................................17
Loan-to-Value Ratio.............................................17
Maturity Date...................................................18
MLCC............................................................18
Modified Mortgage Loan..........................................18
Modified Net Mortgage Rate......................................18
Monthly Payment.................................................18
Moody's.........................................................18
Mortgage........................................................18
Mortgage 100SM Loan.............................................18
Mortgage File...................................................18
Mortgage Loan Schedule..........................................18
Mortgage Loans..................................................19
Mortgage Note...................................................19
Mortgage Rate...................................................20
Mortgaged Property..............................................20
Mortgagor.......................................................20
Net Mortgage Rate...............................................20
Non-Discount Mortgage Loan......................................20
Non-Primary Residence Loans.....................................20
Non-United States Person........................................20
Nonrecoverable Advance..........................................20
Nonsubserviced Mortgage Loan....................................20
Officers' Certificate...........................................20
Opinion of Counsel..............................................20
Original Senior Percentage......................................20
Outstanding Mortgage Loan.......................................21
Ownership Interest..............................................21
Parent PowerSM Loan.............................................21
Pass-Through Rate...............................................21
Paying Agent....................................................21
Percentage Interest.............................................21
Permitted Investments...........................................22
Permitted Transferee............................................23
Person..........................................................23
Pledged Asset Mortgage Servicing Agreement......................23
Pool Stated Principal Balance...................................23
Pool Strip Rate.................................................23
Prepayment Assumption...........................................23
Prepayment Distribution Percentage..............................23
Prepayment Distribution Trigger.................................25
Prepayment Interest Shortfall...................................25
Prepayment Period...............................................25
Primary Insurance Policy........................................25
Principal Prepayment............................................25
Principal Prepayment in Full....................................25
Program Guide...................................................25
Purchase Price..................................................25
Qualified Substitute Mortgage Loan..............................26
Rating Agency...................................................26
Realized Loss...................................................26
Record Date.....................................................27
Regular Certificate.............................................27
REMIC...........................................................27
REMIC Administrator.............................................27
REMIC Provisions................................................27
REO Acquisition.................................................28
REO Disposition.................................................28
REO Imputed Interest............................................28
REO Proceeds....................................................28
REO Property....................................................28
Request for Release.............................................28
Required Insurance Policy.......................................28
Required Surety Payment.........................................28
Residential Funding.............................................28
Responsible Officer.............................................28
Schedule of Discount Fractions..................................28
Security Agreement..............................................29
Seller..........................................................29
Seller's Agreement..............................................29
Senior Accelerated Distribution Percentage......................29
Senior Certificate..............................................30
Senior Percentage...............................................30
Senior Principal Distribution Amount............................30
Servicing Accounts..............................................30
Servicing Advances..............................................30
Servicing Fee...................................................30
Servicing Modification..........................................31
Servicing Officer...............................................31
Special Hazard Amount...........................................31
Special Hazard Loss.............................................32
Standard & Poor's...............................................32
Stated Principal Balance........................................32
Subclass........................................................32
Subordinate Percentage..........................................32
Subordinate Principal Distribution Amount.......................32
Subserviced Mortgage Loan.......................................33
Subservicer.....................................................33
Subservicer Advance.............................................33
Subservicing Account............................................33
Subservicing Agreement..........................................33
Subservicing Fee................................................33
Surety..........................................................33
Surety Bond.....................................................33
Tax Returns.....................................................33
Transfer........................................................34
Transferee......................................................34
Transferor......................................................34
Trust Fund......................................................34
Uncertificated REMIC Regular Interests..........................34
Uniform Single Attestation Program for Mortgage Bankers.........34
Uninsured Cause.................................................34
United States Person............................................35
Voting Rights...................................................35
ARTICLE II ...CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES35
SECTION 2.01. .............................Conveyance of Mortgage Loans35
SECTION 2.02. ....................................Acceptance by Trustee40
SECTION 2.03. ........Representations, Warranties and Covenants of the
Master Servicer and the Company........................42
SECTION 2.04 ................Representations and Warranties of Sellers46
SECTION 2.05 .............Execution and Authentication of Certificates48
ARTICLE III ....................ADMINISTRATION AND SERVICING OF MORTGAGE LOANS48
SECTION 3.01 .......................Master Servicer to Act as Servicer48
SECTION 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations ...................................................49
SECTION 3.03 ...................................Successor Subservicers50
SECTION 3.04 .........................Liability of the Master Servicer51
SECTION 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders ..............................51
SECTION 3.06 Assumption or Termination of Subservicing Agreements
by Trustee .................................................51
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account ......................................52
SECTION 3.08 ................Subservicing Accounts; Servicing Accounts54
SECTION 3.09 .........Access to Certain Documentation and Information
Regarding the Mortgage Loans...........................56
SECTION 3.10 .........Permitted Withdrawals from the Custodial Account56
SECTION 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder ................................58
SECTION 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage .....................................59
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments ..........60
SECTION 3.14 ................Realization Upon Defaulted Mortgage Loans62
SECTION 3.15 ..........Trustee to Cooperate; Release of Mortgage Files65
SECTION 3.16. ..Servicing and Other Compensation; Compensating Interest67
SECTION 3.17. ...................Reports to the Trustee and the Company68
SECTION 3.18. ........................Annual Statement as to Compliance68
SECTION 3.19. ..Annual Independent Public Accountants' Servicing Report68
SECTION 3.20. ..Rights of the Company in Respect of the Master Servicer69
SECTION 3.21. ..........................Administration of Buydown Funds69
ARTICLE IV ....................................PAYMENTS TO CERTIFICATEHOLDERS70
SECTION 4.01. ......................................Certificate Account70
SECTION 4.02. ............................................Distributions71
SECTION 4.03. .........................Statements to Certificateholders79
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer ............................81
SECTION 4.05. ............................Allocation of Realized Losses83
SECTION 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property ...................................................84
SECTION 4.07. ............Optional Purchase of Defaulted Mortgage Loans84
SECTION 4.08. ..............................................Surety Bond85
ARTICLE V .................................................THE CERTIFICATES 85
SECTION 5.01. .........................................The Certificates85
SECTION 5.02. ....Registration of Transfer and Exchange of Certificates88
SECTION 5.03. ........Mutilated, Destroyed, Lost or Stolen Certificates94
SECTION 5.04. ....................................Persons Deemed Owners94
SECTION 5.05. ..............................Appointment of Paying Agent95
SECTION 5.06. ........................Optional Purchase of Certificates95
ARTICLE VI ...............................THE COMPANY AND THE MASTER SERVICER97
SECTION 6.01. Respective Liabilities of the Company and the Master
Servicer ...................................................97
SECTION 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer ............................................97
SECTION 6.03. Limitation on Liability of the Company, the Master
Servicer and Others ........................................98
SECTION 6.04. ................Company and Master Servicer Not to Resign99
ARTICLE VII ...........................................................DEFAULT99
SECTION 7.01. ........................................Events of Default99
SECTION 7.02. .....Trustee or Company to Act; Appointment of Successor101
SECTION 7.03. ......................Notification to Certificateholders102
SECTION 7.04. .............................Waiver of Events of Default102
ARTICLE VIII...........................................CONCERNING THE TRUSTEE102
SECTION 8.01. .......................................Duties of Trustee102
SECTION 8.02. ...................Certain Matters Affecting the Trustee104
SECTION 8.03. ...Trustee Not Liable for Certificates or Mortgage Loans106
SECTION 8.04. ............................Trustee May Own Certificates106
SECTION 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification ............................................106
SECTION 8.06. ....................Eligibility Requirements for Trustee107
SECTION 8.07. ..................Resignation and Removal of the Trustee107
SECTION 8.08. .......................................Successor Trustee108
SECTION 8.09. ......................Merger or Consolidation of Trustee109
SECTION 8.10. ...........Appointment of Co-Trustee or Separate Trustee109
SECTION 8.11. ...............................Appointment of Custodians110
SECTION 8.12. .........................Appointment of Office or Agency111
ARTICLE IX ......................................................TERMINATION111
SECTION 9.01. Termination Upon Purchase by the Master Servicer
or the Company or Liquidation of All Mortgage Loans .............111
SECTION 9.02. .....................Additional Termination Requirements113
ARTICLE X ................................................REMIC PROVISIONS 114
SECTION 10.01. ....................................REMIC Administration114
SECTION 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification ............................................118
ARTICLE XI .........................................MISCELLANEOUS PROVISIONS119
SECTION 11.01. ...............................................Amendment119
SECTION 11.02. ..................Recordation of Agreement; Counterparts121
SECTION 11.03. ..............Limitation on Rights of Certificateholders122
SECTION 11.04. ...........................................Governing Law122
SECTION 11.05. .................................................Notices123
SECTION 11.06. ................................Notices to Rating Agency123
SECTION 11.07. ..............................Severability of Provisions124
SECTION 11.08. ............Supplemental Provisions for Resecuritization124
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of 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 J-3: Form of ERISA Legend
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 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
<PAGE>
This is a Pooling and Servicing Agreement, dated as of January 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 BANKERS TRUST COMPANY, a New York
banking corporation, 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 herein, and subject to this
Agreement (including the Mortgage Loans but excluding the Initial Monthly
Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes and such segregated pool of assets will be
designated as a "REMIC." The Class A-1, Class A-P, Class A-V, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be "regular
interests" in the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.
The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
DesignationPass-Through Aggregate Initial Features Maturity Fitch IBCStandard & Poor's
Rate Certificate Principal Date
Balance
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.25% $ 274,924,300.00 Senior January 25, 2014 AAA AAA
Class A-P 0.00% $ 636,750.28 Principal Only/SeniorJanuary 25, 2014 AAA AAAr
Class A-V Variable $ 0.00 Variable Strip/SeniorJanuarys25,n2014 AAA AAAr
Class R 6.25% $ 100.00 Residual/Senior January 25, 2014 AAA AAA
Class M-1 6.25% $ 2,390,100.00 Mezzanine January 25, 2014 N/A AA
Class M-2 6.25% $ 984,200.00 Mezzanine January 25, 2014 N/A A
Class M-3 6.25% $ 984,200.00 Mezzanine January 25, 2014 N/A BBB
Class B-1 6.25% $ 562,400.00 Subordinate January 25, 2014 N/A BB
Class B-2 6.25% $ 281,200.00 Subordinate January 25, 2014 N/A B
Class B-3 6.25% $ 421,455.72 Subordinate January 25, 2014 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $281,184,706.00. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not more than 15 years.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
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 in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-V Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-V Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-V Subclass
Notional Amount thereof. 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 (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05, (iii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and (iv) any other interest shortfalls not covered by the subordination provided
by the Class M Certificates and Class B Certificates, including interest that is
not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-V Certificates shall be allocated
among the Subclasses thereof, if any, in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion of the
reductions described in the second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
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, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form 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
January 28, 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 Certificate Account pursuant to
Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant
to Section 4.07, (v) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) and (vi) any amount received by the Trustee pursuant to the
Surety Bond in respect of such Distribution Date 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 (other than Additional Collateral Loans) having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool (other than Additional
Collateral Loans) which had an original Loan-to-Value Ratio of 80% or
greater that would result if the Net Mortgage Rate thereof was equal to
the weighted average (based on the principal balance of the Mortgage Loans
as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number
equal to the weighted average remaining term to maturity, in months, of
all Non-Primary Residence Loans remaining in the Mortgage Pool as of the
Relevant Anniversary, and (z) one plus the quotient of the number of all
Non-Primary Residence Loans remaining in the Mortgage Pool divided by the
total number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, 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.
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, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 1999-S1"
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 neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Senior Certificate
(other than any Class A-V 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 (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. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class B Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate Principal Balance of
each Class B Certificate of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. The Class A-V Certificates 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 the purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-P and 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 REMIC for purposes of the REMIC
Provisions. The Class A-V Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interests. On and after
the date of issuance of any Subclass of Class A-V Certificates pursuant to
Section 5.01(c), any such Subclass will represent the Uncertificated REMIC
Regular Interest or Interests specified by the initial Holder of the Class A-V
Certificates pursuant to said Section.
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 A-V Certificates: The Class A Certificates designated as Class A-V
Certificates, including any Subclass thereof.
Class A-V Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-V Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such Distribution Date.
Class A-V Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-V Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass immediately prior to such date.
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 REMIC 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%.
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 REMIC 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.
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 REMIC for purposes of the REMIC Provisions.
Closing Date: January 28, 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 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-S1.
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: January 1, 1999.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
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(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 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 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, (v) any "
electing large partnership," as defined in Section 775(a) of the Code and (vi)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating 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 Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-P Principal 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.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending or
expected attack:
(i) by any government or sovereign power, de jure or de facto, or
by any authority maintaining or using military, naval or air forces;
or
(ii) by military, naval or air forces; or
(iii) 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.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the second 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 (Y) from the second to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
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 Class A-V Notional Amount: With respect to any Class A-V
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-V Certificate.
Initial Monthly Payment Fund: As defined in Section 2.01(g).
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, with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Certificates outstanding as of
the date of the repurchase of a Mortgage Loan pursuant to Section 4.07 herein
that has the latest priority for payments pursuant to Section 4.02.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-V Certificates, which have no Certificate Principal Balance) would be
reduced to zero, is January 25, 2014, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is January
25, 2014, which is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Insurance Policy.
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 (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) 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 ("STRIP");
(viii) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or vacation
residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. Mortgaged Property: The underlying real property securing a
Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative
Lease and Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of 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 98.00% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Insurance Policy.
Pass-Through Rate: With respect to the Senior Certificates (other than the
Class A-P Certificates and Class A-V Certificates), Class M Certificates and
Class B Certificates and any Distribution Date, the per annum rates set forth in
the Preliminary Statement hereto. With respect to the Class A-V Certificates
(other than any Subclass thereof) and any Distribution Date, a rate equal to the
weighted average, expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as of the Due Date in the 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
(or, with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). With respect to the Class A-V Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.2935% per annum. With
respect to any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated 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 Holders of the Certificates (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: Bankers Trust Company 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 Class A-V
Notional Amount thereof (in the case of any Class A-V Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-V Notional Amounts, as applicable, of all the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided that the
debt obligations of such depository institution or trust company
(or, if the only Rating Agency is Standard & Poor's, in the case of
the principal depository institution in a depository institution
holding company, debt obligations of the depository institution
holding company) at the date of acquisition thereof have been rated
by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard &
Poor's and if the depository or trust company is a principal
subsidiary of a bank holding company and the debt obligations of
such subsidiary are not separately rated, the applicable rating
shall be that of the bank holding company; and, provided further
that, if the original maturity of such short-term obligations of a
domestic branch of a foreign depository institution or trust company
shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard & Poor's
is the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its
highest short-term rating available; provided that such commercial
paper or demand notes shall have a remaining maturity of not more than
30 days;
(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, no instrument shall be a
Permitted Investment if it represents, either (1) the right to receive
only interest payments with respect to the underlying debt instrument
or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such
underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case of
Standard & Poor's, Fitch IBCA and DCR and Aaa in the case of Moody's,
and references herein to the highest rating available on unsecured
commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's, D-1 in the case
of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 6.25%
(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
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of 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
February 2004 (unless the Certificate Principal Balances of the Senior
Certificates, other than the Class A-P Certificates, have been reduced to
zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class
B Certificates are outstanding not discussed in clause (i) above:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest numerical
designation, or in the event the Class M Certificates
are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates
and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances
immediately prior to such date of (1) the Class of Class
M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation and (2) all other Classes of Class
M Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been satisfied,
0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any such class, a "Maturing Class ), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall be
reduced to a level that, when applied as described above, would
exactly reduce the Certificate Principal Balance of such Class to
zero; (b) the Prepayment Distribution Percentage of each other Class
of Class M Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance 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 (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal 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 in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate on 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: Standard & Poor's and Fitch IBCA with respect to the Senior
Certificates and Fitch IBCA 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 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, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. 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.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property (or with respect to a Cooperative Loan, the related
Cooperative Apartment)) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto or an electronic request in a form acceptable to the
Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Mortgage
Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal
portion of the Realized Loss with respect to such Mortgage Loan and (ii) the
excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
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.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
February 1999 through
January 2004 100%
February 2004 through Senior Percentage, plus 70% of the Subordinate Percentage
January 2005
February 2005 through Senior Percentage, plus 60% of the Subordinate Percentage
January 2006
February 2006 through Senior Percentage, plus 40% of the Subordinate Percentage
January 2007
February 2007 through Senior Percentage, plus 20% of the Subordinate Percentage
January 2008
February 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 Certificates 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) 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 Class A-P Certificates) to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Class A Certificates or Class R
Certificates.
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 related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) or, after the Credit Support Depletion
Date, the amount required to be distributed to the Class A-P Certificateholders
pursuant to Section 4.02(c) or (d) 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 or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,983,682 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 35.59% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-V Certificates, any Subclass thereof
issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-V Certificates pursuant to Section 5.01(c).
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 Class A Certificates and Class R 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 Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement shall also
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
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, including the proceeds from the liquidation of Additional Collateral
for any Additional Collateral Loan, but not including amounts on deposit in
the Initial Monthly Payment 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,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 865 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 through 865, each relating to the particular Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule, each having
no principal balance, and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
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, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all Voting Rights shall be
allocated among all Holders of Certificates, other than the Class A-V
Certificates and Class R Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1.0% of all
Voting Rights shall be allocated among the Holders of the Class A-V Certificates
and 1.0% of all Voting Rights shall be allocated among the Holders of the Class
R Certificates, in proportion to the Percentage Interests of their respective
Certificates.
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.
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.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within 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 (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 (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 pursuant to this
Section 2.01(c).
(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 or Form UCC-3 or Form UCC-1, as applicable, (or
copy thereof certified by the public recording office) with evidence of
recording indicated thereon upon receipt thereof from the public recording
office or from the related Subservicer. In connection with its servicing
of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of New York.
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 (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral, its right to receive payments
in respect of any Additional Collateral Loans pursuant the Addendum and
Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement,
and its rights as beneficiary under the Surety Bond in respect of any
Additional Collateral Loans. With respect to any Additional Collateral
Mortgage Loan, Residential Funding shall cause to be filed in the
appropriate recording office a UCC-3 statement giving notice of the
assignment of the related security interest to the Trust Fund and shall
thereafter cause the timely filing of all necessary continuation statements
with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01, be and 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 accounts,
chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property 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, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a
person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and
the Uniform Commercial Code of any other applicable jurisdiction
(including, without limitation, Sections 8-106, 9-305 and 9-115 thereof);
and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts
or confirmations from, securities intermediaries, bailees or agents of, or
persons holding for, (as applicable) the Trustee for the purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure
that, if this Agreement were 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.
(g) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $279,708 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net
Mortgage Rate for the Due Date in February 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 February
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 Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Additional Collateral and the Surety
Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, it is understood and agreed
that the Master Servicer shall use its best efforts to substitute, within 60
days of the Closing Date, Qualified Substitute Mortgage Loans to replace any of
the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
SECTION 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation
and existence and is or will be in compliance with the laws of each
state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an
event which, with notice or lapse of time, or both, would constitute
a material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against
it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading; and
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure 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 Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has
been so Delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit 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, except with
respect to two Additional Collateral Loans representing
approximately 0.1% of the Mortgage Loans, 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 Stated
Principal Balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12%
of such balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and (c) at least 6% of such balance if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to
each Rating Agency;
(vi) No more than 1.5% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more
than 0.8% 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 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) Approximately 12.92% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and therefore would not be an investor property as
of the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) None of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) 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) 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;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contain in the related Mortgage
File a Destroyed Mortgage Note;
(xviii) Two of the Mortgage Loans, representing approximately
0.21% of the Mortgage Loans by aggregate Stated Principal Balance as
of the Cut-off Date, are Cooperative Loans; and
(xix) Two of the Mortgage Loans, representing approximately 0.12%
of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date, are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation 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 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, except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of 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 evidence
ownership of the entire Trust Fund.
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 the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or
the management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of foreclosure with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not
permit any modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the meaning of
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause
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 servicers of
mortgage loans, and shall be entitled to reasonable compensation therefor
in accordance with Section 3.10 and (ii) may, at its own discretion and on
behalf of the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans shall not, for the purpose of calculating
monthly distributions to the Certificateholders, be added to the amount
owing under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loan so permit, and such costs shall be recoverable to the
extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing
interests in one or more of the Certificates providing for the payment by
the Master Servicer of amounts received by the Master Servicer as servicing
compensation hereunder and required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment obligation will thereafter
be an obligation of the Master Servicer hereunder.
SECTION 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to
the execution and delivery of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the servicing and
administration of all or some of the Mortgage Loans. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such Mortgage Loan
after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to
receive and retain an amount equal to the Subservicing Fee from payments
of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in
servicing the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing Agreement
will be upon such terms and conditions as are generally required or
permitted by the Program Guide and are not inconsistent with this
Agreement and as the Master Servicer and the Subservicer have agreed. A
representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a
Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter
into amendments thereto or a different form of Subservicing Agreement, and
the form referred to or included in the Program Guide is merely provided
for information and shall not be deemed to limit in any respect the
discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse
effect on a Mortgage Loan, including, without limitation, the obligation
to purchase a Mortgage Loan on account of defective documentation, as
described in Section 2.02, or on account of a breach of a representation
or warranty, as described in Section 2.04. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the
pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ
in its good faith business judgment and which are normal and usual in its
general mortgage servicing activities. The Master Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement
to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
SECTION 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
SECTION 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
SECTION 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of the
rights and obligations of the Master Servicer under each Subservicing
Agreement that may have been entered into. The Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the Master
Servicer as a party to the Subservicing Agreement to the same extent as if
the Subservicing Agreement had been assigned to the assuming party except
that the Master Servicer shall not thereby be relieved of any liability or
obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans
then being serviced and an accounting of amounts collected and held by it
and otherwise use its best efforts to effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming party.
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance
Policy, follow such collection procedures as it would employ in its good
faith business judgment and which are normal and usual in its general
mortgage servicing activities. Consistent with the foregoing, the Master
Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of
a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Loan in accordance with the Program Guide; provided, however,
that the Master Servicer shall first determine that any such waiver or
extension will not impair the coverage of any related Primary Insurance
Policy or materially adversely affect the lien of the related Mortgage. In
the event of any such arrangement, the Master Servicer shall make timely
advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise
agreed to by the Holders of the Classes of Certificates affected thereby;
provided, however, that no such extension shall be made if any such
advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Master Servicer may also waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however,
that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of
any principal or interest (unless in connection with the liquidation of
the related Mortgage Loan or except in connection with prepayments to the
extent that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage Loan,
unless such 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);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21;
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a); and
(vii) Any amounts realized by MLCC and received by the Master Servicer
in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in respect of principal and
interest on the Mortgage Loans due on or before the Cut-off Date) and
payments or collections in the nature of prepayment charges or late
payment charges or assumption fees may but need not be deposited by the
Master Servicer in the Custodial Account. In the event any amount not
required to be deposited in the Custodial Account is so deposited, the
Master Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may
contain other funds respecting payments on mortgage loans belonging to the
Master Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial
Account that have been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the
Master Servicer may elect to treat such amounts as included in the
Available Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to do so. If the Master Servicer so elects,
such amounts will be deemed to have been received (and any related
Realized Loss shall be deemed to have occurred) on the last day of the
month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the Certificate Account
Deposit Date next following the date of such investment (with the
exception of the Amount Held for Future Distribution) and which shall not
be sold or disposed of prior to their maturities. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately
as realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
SECTION 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall be an Eligible
Account or, if such account is not an Eligible Account, shall generally
satisfy the requirements of the Program Guide and be otherwise acceptable
to the Master Servicer and each Rating Agency. The Subservicer will be
required thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the Subservicing Account is
not an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late
charges or assumption fees. On or before the date specified in the Program
Guide, but in no event later than the Determination Date, the Master
Servicer shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial
Account all funds held in the Subservicing Account with respect to each
Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be required,
pursuant to the Subservicing Agreement, to advance on such scheduled date
of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans
for which payment was not received by the Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the
Trust Fund by deed in lieu of foreclosure or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee accrues
in the case of a Modified Mortgage Loan) on any Curtailment received by
such Subservicer in respect of a Mortgage Loan from the related Mortgagor
during any month that is to be applied by the Subservicer to reduce the
unpaid principal balance of the related Mortgage Loan as of the first day
of such month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a Subservicer
pursuant to the preceding sentence shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and
(v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall
cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all
collections from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent permitted by
the Program Guide or as is otherwise acceptable to the Master Servicer,
may also function as a Subservicing Account. Withdrawals of amounts
related to the Mortgage Loans from the Servicing Accounts may be made only
to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections
for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any 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:
(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 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
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
SECTION 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the
Master Servicer or Subservicer, would have been covered thereunder. To the
extent coverage is available, the Master Servicer shall keep or cause to
be kept in full force and effect each such Primary Insurance Policy until
the principal balance of the related Mortgage Loan secured by a Mortgaged
Property is reduced to 80% or less of the Appraised Value in the case of
such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess
of 80%, provided that such Primary Insurance Policy was in place as of the
Cut-off Date and the Company had knowledge of such Primary Insurance
Policy. The Master Servicer shall be entitled to cancel or permit the
discontinuation of any Primary Insurance Policy as to any Mortgage Loan,
if the Stated Principal Balance of the Mortgage Loan is reduced below an
amount equal to 80% of the appraised value of the related Mortgaged
Property as determined in any appraisal thereof after the Closing Date, or
if the Loan-to-Value Ratio is reduced below 80% as a result of principal
payments on the Mortgage Loan after the Closing Date. In the event that
the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not included in any
exception to the representation in Section 2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the
Master Servicer shall use its reasonable efforts to obtain and maintain a
Primary Insurance Policy to the extent that such a policy is obtainable at
a reasonable price. The Master Servicer shall not cancel or refuse to
renew any such Primary Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling or refusing to
renew any such Primary Insurance Policy applicable to a Mortgage Loan
subserviced by it, that is in effect at the date of the initial issuance
of the Certificates and is required to be kept in force hereunder unless
the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates
having a rating equal to or better than the lower of the then-current
rating or the rating assigned to the Certificates as of the Closing Date
by such Rating Agency.
(b) In connection with its activities as administrator and servicer
of the Mortgage Loans, the Master Servicer agrees to present or to cause
the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or cause to be
taken such reasonable action as shall be necessary to permit recovery
under any Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall be
deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10.
SECTION 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan (other than a Cooperative Loan) fire insurance with extended
coverage in an amount which is equal to the lesser of the principal
balance owing on such Mortgage Loan or 100 percent of the insurable value
of the improvements; provided, however, that such coverage may not be less
than the minimum amount required to fully compensate for any loss or
damage on a replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such insurance, to the extent
it is available, to be maintained. The Master Servicer shall also cause to
be maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section
3.07, any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released
to the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to
the amount owing under the Mortgage Loan, notwithstanding that the terms
of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of related late payments by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to
such applicable laws and regulations as shall at any time be in force and
as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located at
the time of origination of such Mortgage Loan in a federally designated
special flood hazard area, the Master Servicer shall cause flood insurance
(to the extent available) to be maintained in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property 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).
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 either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan
under the REMIC Provisions and (B) cause the Trust Fund to fail to qualify
as a REMIC under the Code, or (subject to Section 10.01(f)), result in the
imposition of any tax on "prohibited transactions" or (ii) constitute
"contributions" after the start-up date under the REMIC Provisions. The
Master Servicer shall execute and deliver such documents only if it
reasonably determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid
balance and interest on the Mortgage Loan to be uncollectible in whole or
in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing
of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the
terms of the Mortgage, (B) such transaction will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage Loan will
fully amortize over the remaining term thereof, (D) no material term of
the Mortgage Loan (including the interest rate on the Mortgage Loan) will
be altered nor will the term of the Mortgage Loan be changed and (E) if
the seller/transferor of the Mortgaged Property is to be released from
liability on the Mortgage Loan, such release will not (based on the Master
Servicer's or Subservicer's good faith determination) adversely affect the
collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing,
the Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Master Servicer.
Upon the closing of the transactions contemplated by such documents, the
Master Servicer shall cause the originals or true and correct copies of
the assumption agreement, the release (if any), or the modification or
supplement to the Mortgage Note or Mortgage to be delivered to the Trustee
or the Custodian and deposited with the Mortgage File for such Mortgage
Loan. Any fee collected by the Master Servicer or such related Subservicer
for entering into an assumption or substitution of liability agreement
will be retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may
be, shall be entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of the
related Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) without any right of reimbursement or other
similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected
thereby and that the Trust Fund would not fail to continue to qualify as a
REMIC under the Code as a result thereof and (subject to Section 10.01(f))
that no tax on "prohibited transactions" or "contributions" after the
startup day would be imposed on the 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 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
such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such
amounts pursuant to Section 3.10. In addition to the foregoing, the Master
Servicer shall use its best reasonable efforts to realize upon any
Additional Collateral for such of the Additional Collateral Loans as come
into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments pursuant to Section
3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that
(i) the Master Servicer shall not proceed with respect to such Additional
Collateral in any manner that would impair the ability to recover against
the related Mortgaged Property, and (ii) the Master Servicer shall proceed
with any REO Acquisition in a manner that preserves the ability to apply
the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional
Collateral (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer
would follow in servicing loans held for its own account, subject to the
terms and conditions of the related Mortgage and Mortgage Note and to the
terms and conditions of any security agreement, guarantee agreement,
mortgage or other agreement governing the disposition of the proceeds of
such Additional Collateral) shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10. Any other payment received
by the Master Servicer in respect of such Additional Collateral shall be
deposited in the Custodial Account subject to withdrawal pursuant to
Section 3.10. 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 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 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 full years after the taxable
year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located)
law to maintain the status of the Trust Fund as a REMIC under applicable
state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the
Trust Fund, request, more than 60 days before the day on which such grace
period would otherwise expire, an extension of such grace period unless
the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property
subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause
the Trust Fund to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise
used by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the
Code or (ii) subject the Trust Fund to the imposition of any federal
income taxes on the income earned from such REO Property, including any
taxes imposed by reason of Section 860G(c) of the Code, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied
in the following order of priority: first, to reimburse the Master
Servicer or the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the extent of accrued
and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to
the Certificateholders as a recovery of principal on the Mortgage Loan (or
REO Property)(provided that if any such Class of Certificates to which
such Realized Loss was allocated is no longer outstanding, such subsequent
recovery shall be distributed to the persons who were the Holders of such
Class of Certificates when it was retired); fourth, to all Servicing Fees
and Subservicing Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with respect to such
fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors are not United States Persons, in connection with any foreclosure
or acquisition of a deed in lieu of foreclosure (together, "foreclosure")
in respect of such Mortgage Loan, the Master Servicer will cause
compliance with the provisions of Treasury Regulation Section
1.1445-2(d)(3) (or any successor thereto) necessary to assure that no
withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on such Mortgage
Loan.
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 as Exhibit H hereto,
or, in the case of the Custodian, an electronic request in a form
acceptable to the Custodian, requesting that possession of all, or any
document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of
the Mortgage Loan under any Required Insurance Policy. Upon receipt of the
foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The
Master Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Trustee, or the Custodian as agent for the
Trustee when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been
delivered directly or through a Subservicer to an attorney, or to a public
trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially,
and the Master Servicer has delivered directly or through a Subservicer to
the Trustee a certificate of a Servicing Officer certifying as to the name
and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. In the event of
the liquidation of a Mortgage Loan, the Trustee shall deliver the Request
for Release with respect thereto to the Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any
legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the 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 (or the Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan), the Master Servicer shall be entitled to
retain therefrom and to pay to itself and/or the related Subservicer, any
Foreclosure Profits and any Servicing Fee or Subservicing Fee considered
to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on
amounts in the Custodial Account or the Certificate Account or
otherwise shall be retained by the Master Servicer or the Subservicer
to the extent provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be
paid, all expenses incurred by it in connection with its servicing
activities hereunder (including payment of premiums for the Primary
Insurance Policies, if any, to the extent such premiums are not
required to be paid by the related Mortgagors, and the fees and
expenses of the Trustee and any Custodian) and shall not be entitled
to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation
may not be transferred in whole or in part except in connection with
the transfer of all of its responsibilities and obligations of the
Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the amount of
servicing compensation that the Master Servicer shall be entitled to
receive for its activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero) by an amount equal
to Compensating Interest (if any) for such Distribution Date. Such
reduction shall be applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master Servicer is entitled
pursuant to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of
servicing compensation to which the Master Servicer is entitled pursuant
to Section 3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (i) will not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section 3.10(a)(v) or
(vi).
SECTION 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
SECTION 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
SECTION 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
SECTION 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for
a Subservicing Account (the "Buydown Account"). The Master Servicer shall
cause the Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan,
the Subservicer will withdraw from the Buydown Account the predetermined
amount that, when added to the amount due on such date from the Mortgagor,
equals the full Monthly Payment and transmit that amount in accordance
with the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds
are required to be applied to such Buydown Mortgage Loan, the Subservicer
shall be required to withdraw from the Buydown Account and remit any
Buydown Funds remaining in the Buydown Account in accordance with the
related buydown agreement. The amount of Buydown Funds which may be
remitted in accordance with the related buydown agreement may reduce the
amount required to be paid by the Mortgagor to fully prepay the related
Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on
such Mortgage Loan during the Buydown Period and the property securing
such Buydown Mortgage Loan is sold in the liquidation thereof (either by
the Master Servicer or the insurer under any related Primary Insurance
Policy), the Subservicer shall be required to withdraw from the Buydown
Account the Buydown Funds for such Buydown Mortgage Loan still held in the
Buydown Account and remit the same to the Master Servicer in accordance
with the terms of the Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay to the insurer under
any related Primary Insurance Policy if the Mortgaged Property is
transferred to such insurer and such insurer pays all of the loss incurred
in respect of such default. Any amount so remitted pursuant to the
preceding sentence will be deemed to reduce the amount owed on the
Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time
on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii)
any amount required to be deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount required to be paid
pursuant to Section 9.01, and (v) all other amounts constituting the
Available Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the
Certificateholders, which shall mature not later than the Business Day
next preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution with which
the Certificate Account is maintained may mature on such Distribution Date
and (ii) any other investment may mature on such Distribution Date if the
Trustee shall advance funds on such Distribution Date to the Certificate
Account in the amount payable on such investment on such Distribution
Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of
prior to maturity. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out
of its own funds immediately as realized without any right of
reimbursement.
SECTION 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution pursuant
to Section 4.02(a)(iii), the amount required to be distributed to the
Master Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and to
each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either
in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so notified
the Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share (A) with respect to each Class of
Certificates (other than any Subclass of the Class A-V Certificates),
shall be based on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder or (B) with
respect to any Subclass of the Class A-V Certificates, shall be equal to
the amount (if any) distributed pursuant to Section 4.02(a)(i) below to
each Holder of a Subclass thereof) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b)), 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) for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as
provided in the last paragraph of this Section 4.02(a); and
(ii) (X) to the Class A-P 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) and (iii) and Sections
4.02(c) and (d), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the sum of the
following:
(i) 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;
(ii) 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 than the related Discount
Fraction of such Stated Principal Balance or
shortfall with respect to a Discount Mortgage
Loan); and
(iii) 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;
(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 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 Certificates and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of
Class A Certificates and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with
such Class with the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class
M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M
Certificates; and thereafter to each such Class of Class B
Certificates then outstanding beginning with such Class with the
lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class M Certificates have
been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class B Certificates, but in no event more than
the outstanding Certificate Principal Balance of each such Class of
Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of Class B Certificates outstanding on such
Distribution Date with the highest numerical designation, or in the event
the Class B Certificates are no longer outstanding, the Class of Class M
Certificates then outstanding with the highest numerical designation, or
in the event the Class B Certificates and Class M Certificates are no
longer outstanding, the Class A and Class R Certificates, Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest
shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any
proposed Advance would be a Nonrecoverable Advance with respect to the
related Mortgage Loan where such Mortgage Loan has not yet been the
subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates (other than
the Class A-V Certificates) and Class R Certificates on each Distribution
Date occurring prior to the occurrence of the Credit Support Depletion Date
will be made as follows:
(i) first, to the Class A-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class
A-P Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of any
related Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar
month (other than amounts received in connection with a
Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including
Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section
3.07(b)) of Discount Mortgage Loans (or, in the case of
a substitution of a Deleted Mortgage Loan, the Discount
Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal
Balance of such Discount Mortgage Loan immediately prior
to such Distribution Date and (2) the aggregate amount
of the collections on such 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; and
(ii) the Senior Principal Distribution Amount shall be
distributed concurrently as follows:
(A) first, to the Class R Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and
(B) second, to the Class A-1 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date,
all priorities relating to the distributions described in Section 4.02(b)
above in respect of principal to the Senior Certificates will be
disregarded, and (i) an amount equal to the Discount Fraction of the
principal portion of scheduled payments and unscheduled collections
received or advanced in respect of the Discount Mortgage Loans will be
distributed to the Class A-P Certificates, and (ii) the Senior Principal
Distribution Amount will be distributed to the remaining Senior
Certificates (other than the Class A-P Certificates and Class A-V
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances.
(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 occurrence of 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, Class A-V,
Class M 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 applicable Certificateholders of the Class
or Classes to which such Realized Loss was allocated (with the amounts to
be distributed allocated among such Classes in the same proportions as
such Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the
related Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to any
instrument or fund established under Section 11.01(e) or (ii) such Class
of Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments was protected
against the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance
policy or similar instrument or a reserve fund, or a combination thereof.
Any amount to be so distributed shall be distributed by the Master
Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (i) with respect to
the Certificates of any Class (other than the Class A-V Certificates), on
a pro rata basis based on the Percentage Interest represented by each
Certificate of such Class as of such Record Date and (ii) with respect to
the Class A-V Certificates, to the Class A-V Certificates or any Subclass
thereof in the same proportion as the related Realized Loss was allocated.
Any amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or
the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final distribution, notify the Trustee and the Trustee shall, no later
than two (2) Business Days after such Determination Date, mail on such
date to each Holder of such Class of Certificates a notice to the effect
that: (i) the Trustee anticipates that the final distribution with respect
to such Class of Certificates will be made on such Distribution Date but
only upon presentation and surrender of such Certificates at the office of
the Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
SECTION 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders of
such Class applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans
after giving effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage Loans
that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days
and the number and aggregate principal balance of Mortgage Loans that are
in foreclosure;
(ix) the number, aggregate principal balance and book value of any REO
Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if
any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution Date
and the Pass-Through Rate with respect to the Class A-V Certificates and
each Subclass, if any, thereof;
(xiii) the Class A-V Notional Amount and each Class A-V Subclass
Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable to such
distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such Distribution
Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xix) the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution
Date;
(xx) the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date; and
(xxi) if any of the Class M Certificates are held by a Depository, a
legend substantially in the form of Exhibit J-3 hereto, referencing such
Certificates.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Class R Certificate, a
statement containing the applicable distribution information provided
pursuant to this Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was the Holder of a
Class R Certificate. Such obligation of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in
the Master Servicer's sole discretion, for purposes of satisfying
applicable reporting requirements under Rule 144A.
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a
written statement to the Trustee, any Paying Agent and the Company (the
information in such statement to be made available to Certificateholders
by the Master Servicer on request) setting forth (i) the Available
Distribution Amount; and (ii) the amounts required to be withdrawn from
the Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a). The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to
be correct for all purposes hereunder and the Trustee shall be protected
in relying upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the
Certificate Account from its own funds, or funds received therefor from
the Subservicers, an amount equal to the Advances to be made by the Master
Servicer in respect of the related Distribution Date, which shall be in an
aggregate amount equal to the aggregate amount of Monthly Payments (with
each interest portion thereof adjusted to the Net Mortgage Rate), less the
amount of any related Servicing Modifications, Debt Service Reductions or
reductions in the amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be
a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount
Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New
York time on any future Certificate Account Deposit Date to the extent
that funds attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the
Advance made by the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section 4.02(a)(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, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due 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 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, 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 for such Distribution Date (without regard
to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby; provided that if any Subclasses
of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses allocated to the Class A-V Certificates shall
be allocated among such Subclasses in proportion to the respective amounts of
Accrued Certificate Interest payable on such Distribution Date that would have
resulted absent such reductions.
SECTION 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
SECTION 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Notwithstanding anything to the contrary in this Section 4.07, unless the Master
Servicer shall have exercised its right to repurchase a Mortgage Loan pursuant
to this Section 4.07 upon the written request of and with funds provided by the
Junior Certificateholder and thereupon transferred such Mortgage Loan to the
Junior Certificateholder,
(a) the Master Servicer shall continue to service such Mortgage Loan
after the date of its purchase in accordance with the terms of this
Agreement and, if any Realized Loss with respect to such Mortgage Loan
occurs, allocate such Realized Loss to the Class or Classes of Certificates
that would have borne such Realized Loss in accordance with the terms
hereof as if such Mortgage Loan had not been so purchased; and
(b) For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an
advance, and the amount of any Realized Loss shall be recoverable pursuant
to the provisions for the recovery of unreimbursed Advances under Section
4.02(a) or, to the extent not recoverable under such provisions, as a
Nonrecoverable Advance as set forth herein.
If, however, the Master Servicer shall have exercised its right to repurchase a
Mortgage Loan pursuant to this Section 4.07 upon the written request of and with
funds provided by the Junior Certificateholder and thereupon transferred such
Mortgage Loan to the Junior Certificateholder, Sections 4.07(a) and (b) above
shall no longer apply and no Realized Loss with respect to such Mortgage Loan
shall be allocated to any Class of Certificates. The Master Servicer shall
notify the Trustee in writing of any such repurchase.
SECTION 4.08. Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety
Bond with respect to any Additional Collateral Loan, the Master Servicer
shall so notify the Trustee as soon as reasonably practicable and the
Trustee shall promptly complete the notice in the form of Attachment 1 to
the Surety Bond and shall promptly submit such notice to the Surety as a
claim for a Required Surety. The Master Servicer shall upon request assist
the Trustee in completing such notice and shall provide any information
requested by the Trustee in connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on
behalf of the Holders of Certificates, the Trustee shall deposit such
Required Surety Payment in the Certificate Account and shall distribute
such Required Surety Payment, or the proceeds thereof, in accordance with
the provisions of Section 4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder
of a Certificate any Required Surety Payment from the Surety and (ii)
disburse the same to the Holders of such Certificates as set forth in
Section 4.02.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The 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 upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01. The Certificates,
other than the Class A-V and Class R Certificates, shall be issuable in
minimum dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates) and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that
one Certificate of each of the Class A-P, Class B-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 $25,750.28
Class B-1 $250,400.00
Class B-2 $250,200.00
Class B-3 $250,455.72
The Class A-V Certificates and Class R Certificates shall be
issuable in minimum denominations of not less than a 20% Percentage Interest;
provided, however, that one Class R Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than 0.01%.
Each Subclass of Class A-V Certificates shall be issuable as a single
Certificate 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.
(b) The Class A Certificates, other than the Class A-P Certificates
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
Certificateholders 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.
(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
exchange by the initial Holder shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer attached to such Certificate and shall be completed
to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the initial Holder thereof or his attorney duly authorized in
writing. The Certificates of any Subclass of Class A-V Certificates may be
transferred in whole, but not in part, in accordance with the provisions
of Section 5.02.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions
of Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee is initially appointed Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar, or
the Trustee, shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant
to Section 8.12 and, in the case of any Class M, Class B or Class R
Certificate, upon satisfaction of the conditions set forth below, the
Trustee shall execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or
more new Certificates of a like Class (or Subclass) and aggregate
Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like
Class (or Subclass) and aggregate Percentage Interest, upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever
any Certificates are so surrendered for exchange the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver the
Certificates of such Class which the Certificateholder making the exchange
is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney
duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended, and any applicable state securities laws or is
made in accordance with said Act and laws. In the event that a transfer of
a Class B Certificate is to be made either (i)(A) the Trustee shall
require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer
may be made pursuant to an exemption, describing the applicable exemption
and the basis therefor, from said Act and laws or is being made pursuant
to said Act and laws, which Opinion of Counsel shall not be an expense of
the Trustee, the Company or the Master Servicer (except that, if such
transfer is made by the Company or the Master Servicer or any Affiliate
thereof, the Company or the Master Servicer shall provide such Opinion of
Counsel at their own expense); provided that such Opinion of Counsel will
not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee
to execute a representation letter, substantially in the form of Exhibit
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 a written
representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the
Master Servicer with an investment letter substantially in the form of
Exhibit 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.
(e) (i) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (A) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer
to the effect that the purchase or holding of such 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 the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
or (B) the prospective Transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a certification to the
effect set forth in paragraph six of Exhibit J-1 (with respect to any
Class B Certificate), Exhibit J-2 (with respect to any Class M
Certificate) or 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 any interest in a Class M Certificate for so long as
such Certificate is a Book-Entry Certificate (each such Class M
Certificate, a "Book-Entry Class M Certificate"). Any Transferee of
a Book-Entry Class M 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 Class M Certificate (or any interest therein)
is acquired or held in violation of the provisions of Section (ii)
above, then the last preceding Transferee that either (i) is not a
Plan Investor or (ii) is a Complying Insurance Company shall be
restored, to the extent permitted by law, to all rights and
obligations as Certificate Owner thereof retroactive to the date of
such Transfer of such Class M Certificate. The Trustee shall be
under no liability to any Person for making any payments due on such
Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of
any Book-Entry Class M Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e) shall indemnify and
hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Permitted Transferee and
shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of
any Class R Certificate until its receipt of, (I) an affidavit
and agreement (a "Transfer Affidavit and Agreement," in the
form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things,
that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the
subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to transfer the Class R Certificate, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment
or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Class R
Certificate and (y) not to transfer its Ownership Interest unless
it provides a certificate to the Trustee in the form attached
hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Trustee
written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit 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 Non-United States Persons and Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments due
on such Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder of
a Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on
such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or
any Affiliate of the Master Servicer. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Master Servicer or its Affiliates), expenses
and taxes due, if any, will be remitted by the Master Servicer
to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership
Interest in a Class R Certificate as a result of its exercise
of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who
is a Disqualified Organization, including the information regarding
"excess inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master
Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of
such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the
Master Servicer stating that the Master Servicer has received
an Opinion of Counsel, in form and substance satisfactory to
the Master Servicer, to the effect that such modification,
addition to or absence of such provisions will not cause the
Trust Fund to cease to qualify as a REMIC and will not cause
(x) the Trust Fund to be subject to an entity-level tax caused
by the Transfer of any Class R Certificate to a Person that is
a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by
the Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of " Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
SECTION 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
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 outstanding Certificate Principal Balance
of such Certificates plus the sum of Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on
which the Master Servicer or the Company, as applicable, anticipates that
it will purchase the Certificates pursuant to Section 5.06(a). Notice of
any such purchase, specifying the Distribution Date upon which the Holders
may surrender their Certificates to the Trustee for payment in accordance
with this Section 5.06, shall be given promptly by the Master Servicer or
the Company, as applicable, by letter to Certificateholders (with a copy
to the Certificate Registrar and each Rating Agency) mailed not earlier
than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such Certificates
at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee
shall distribute to such Holders an amount equal to the outstanding
Certificate Principal Balance thereof plus the sum of Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited therein by the
Master Servicer or the Company, as applicable, pursuant to Section 5.06(b)
to be withdrawn therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the Holders thereof and the Master Servicer
or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the
Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer
or the Company, as applicable, shall be for all purposes the Holder
thereof as of such date.
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 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.
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.
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates
of such Class and this Agreement and, in either case, such failure
shall continue unremedied for a period of 5 days after the date upon
which written notice of such failure, requiring such failure to be
remedied, shall have been given to the Master Servicer by the
Trustee or the Company or to the Master Servicer, the Company and
the Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in
any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any
Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of days
shall be 15 in the case of a failure to pay the premium for any
Required Insurance Policy) after the date on which written notice of
such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Company, or to
the Master Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law or appointing a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a 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.
SECTION 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
the Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of
each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any -------- ------- such waiver of a default
or Event of Default by the Holders representing the requisite percentage of
Voting Rights affected by such default or Event of Default, such default or
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon except
to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing 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
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 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 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 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.
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.
(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 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 be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
SECTION 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
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 11.05(c) hereof where notices and demands to or upon the
Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates (other than the obligation
of the Trustee to make certain payments after the Final Distribution Date
to Certificateholders and the obligation of the Company to send certain
notices as hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in
the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than such
unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair market value
is less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan) to, but not
including, the first day of the month in which such repurchase price
is distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of the
Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian 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 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 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 Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section
4.02(a), and (B) with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before the
Final Distribution Date (if so required by the terms hereof), the Trustee
shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable
(if it exercised its right to purchase the assets of the Trust Fund), or
the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within six months after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as applicable, to
contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which
remain in the escrow account. If within nine months after the second
notice any Certificates shall not have been surrendered for cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and the
Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account
or by the Master Servicer or the Company, as applicable, as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
SECTION 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the
following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the Master Servicer have received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of the Trust Fund to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of
taxes on "prohibited transactions," as described in Section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund and specify the first day of such period in
a statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for the
Trust Fund under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its
right to purchase the assets of the Trust Fund, the Master Servicer
shall, during the 90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets of the Trust
Fund for cash; provided, however, that in the event that a calendar
quarter ends after the commencement of the 90-day liquidation period
but prior to the Final Distribution Date, the Master Servicer or the
Company shall not purchase any of the assets of the Trust Fund prior
to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
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, each of the Class A (except for Class A-V),
Class M and 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 REMIC other than the Certificates and the Uncertificated
REMIC Regular Interests.
(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 REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. Residential Funding, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any
tax matter or controversy involving the Trust Fund and (ii) represent the
Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect
thereto. The legal expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and any liability
resulting therefrom shall be expenses of the Trust Fund and the REMIC
Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred
by reason of the REMIC Administrator's willful misfeasance, bad faith or
gross negligence. If the REMIC Administrator is no longer the Master
Servicer hereunder, at its option the REMIC Administrator may continue its
duties as REMIC Administrator and shall be paid reasonable compensation
not to exceed $3,000 per year by any successor Master Servicer hereunder
for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all
of the Tax Returns that it determines are required with respect to the
REMIC created hereunder and deliver such Tax Returns in a timely manner to
the Trustee and the Trustee shall sign and file such Tax Returns in a
timely manner. The expenses of preparing such returns shall be borne by the
REMIC Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Master Servicer
shall promptly provide the REMIC Administrator with such information as the
REMIC 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 REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the REMIC created hereunder to take such actions
as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set
forth herein as shall be necessary or desirable to maintain the status
thereof as a REMIC under the REMIC Provisions (and the Trustee shall
assist the Master Servicer and the REMIC Administrator, to the extent
reaso ably 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 the Trust Fund to take) 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 REMIC as a REMIC or (ii) result in the imposition of a
tax upon the REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Master
Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such
action or, if such party fails to pay such expense, and the Master
Servicer or the REMIC Administrator, as applicable, determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at
the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect
to the REMIC created hereunder, endanger such status or, unless the Master
Servicer, the REMIC Administrator or both, as applicable, determine in its
or their sole discretion to indemnify the Trust Fund against the
imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the
timing of such action might result in the imposition of a tax on the Trust
Fund, or may only be taken pursuant to an Opinion of Counsel that such
action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding
sentence with respect to any taxes that might be imposed on the Trust Fund
has been given and that all other preconditions to the taking of such
action have been satisfied. The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which the Master
Servicer or the REMIC Administrator, as applicable, has advised it in
writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition,
prior to taking any action with respect to the REMIC or its assets, or
causing the REMIC 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 REMIC and the Trustee
shall not take any such action or cause the REMIC to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable,
has advised it in writing that an Adverse REMIC Event could occur. The
Master Servicer or the REMIC Administrator, as applicable, may consult
with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by
this Agreement, but in no event at the expense of the Master Servicer or
the REMIC Administrator. At all times as may be required by the Code, the
Master Servicer will to the extent within its control and the scope of its
duties more specifically set forth herein, maintain substantially all of
the assets of the REMIC 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 REMIC created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of the REMIC as defined in
Section 860G(c) of the Code, on any contributions to the REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other
tax is imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Master Servicer, if such
tax arises out of or results from a breach by the Master Servicer of any
of its obligations under this Agreement or the Master Servicer has in its
sole discretion determined to indemnify the Trust Fund against such tax,
(ii) to the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under this Article 10, or (iii)
otherwise against amounts on deposit in the Custodial Account as provided
by Section 3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC 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 REMIC 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 REMIC will not cause the REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject the REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the REMIC will
receive a fee or other compensation for services nor permit the REMIC to
receive any income from assets other than "qualified mortgages" as defined
in Section 860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than
the Class A-V Certificates) representing a regular interest in the REMIC
would be reduced to zero is January 25, 2014, which is the Distribution
Date immediately following the latest scheduled maturity of any Mortgage
Loan. The latest possible Maturity Date for each Uncertificated REMIC
Regular Interest is January 25, 2014, which is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage
Loan.
(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 REMIC.
(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 REMIC, (iii) the termination of the REMIC pursuant to Article IX of
this Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article
II or III of this Agreement) nor acquire any assets for the REMIC, nor
sell or dispose of any investments in the Custodial Account or the
Certificate Account for gain nor accept any contributions to the REMIC
after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master
Servicer has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause the REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.
SECTION 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Company or the Master Servicer, as a result
of a breach of the Trustee's covenants set forth in Article VIII or this
Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the Master Servicer or the
Trustee, as a result of a breach of the REMIC Administrator's covenants
set forth in this Article X with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions; provided, however, that such liability
will not be imposed to the extent such breach is a result of an error or
omission in information provided to the REMIC Administrator by the Master
Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the REMIC Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set
forth in this Article X or in Article III with respect to compliance with
the REMIC Provisions, including without limitation, any penalties arising
from the Trustee's execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein
or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and
(B) such action will not adversely affect in any material respect
the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name
in which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect,
(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 REMIC provided that (A) such change shall not
result in reduction of the rating assigned to any such Class of
Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, and
(B) such change shall not (subject to Section 10.01(f)), as
evidenced by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate or add such provisions), cause the
REMIC 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
(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.
(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 11.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination of the foregoing,
for the purpose of protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class B Certificateholders, but shall not be and shall not be deemed to be
under any circumstances included in the Trust Fund. To the extent that any
such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall
be owned by the Company, and (iii) amounts transferred by the Trust Fund
to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of
Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off
Date. In connection with the provision of any such instrument or fund,
this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required unless any
such amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the 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 REMIC to
fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage
in the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M
(in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by
Residential Funding's consent to such amendment) and that the limited
guaranty shall be executed in the form attached hereto as Exhibit N, with
such changes as the Company shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such
forms and that the Trustee's consent or approval to the use thereof is not
required.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of Holders of Certificates entitled
to at least 25% of the Voting Rights), but only upon direction accompanied
by an Opinion of Counsel to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding
up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders
of Certificates of any Class shall have any right in any manner whatever
by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates of
such Class or any other Class, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under
this Agreement, except in the manner herein provided and for the common
benefit of Certificateholders of such Class or all Classes, as the case
may be. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
SECTION 11.05. Notices.
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: Master Servicer or such other address as may be hereafter
furnished to the Company and the Trustee by the Master Servicer in writing, (c)
in the case of the Trustee, Corporate Trust Services Division, 3 Park Plaza,
Irvine, California 92614, Attention: Residential Funding Corporation Series
1999-S1 or such other address as may hereafter be furnished to the Company and
the Master Servicer in writing by the Trustee, (d) in the case of Fitch IBCA,
One State Street Plaza, 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 IBCA, 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, the Trustee and the 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.
SECTION 11.06. 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,
(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 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of January, 1998 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 28th day of January, 1998 before me, a notary public in and for said
State, personally appeared Timothy A. Kruse, 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 CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 28th day of January, 1998 before me, a notary public in and
for said State, personally appeared ________________, known to me to be a Vice
President of Bankers Trust Company, the New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said New York banking corporation, and acknowledged to
me that such New York banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<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.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JANUARY 28, 1999.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___%
AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
A-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Certificate No. ____ [___]% [Variable]Pass-Through Rate [based on a Notional Amount]
Class A-__ Senior Percentage Interest: [___]%
Date of Pooling and Servicing
Agreement and Cut-off Date:
January 1, 1999
Aggregate [Initial Certificate Principal Balance] [Notional Amount] of the
Class A-_____ Certificates: $------------- First Distribution Date: February 25,
1999
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Class A-V] [Subclass] [Notional Amount] of this
Corporation Certificate: $_____________
Assumed Final CUSIP: _________-_____
Distribution Date:
January 25, 2014
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1999-S1
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Cede & Co.] is the registered owner of the Percentage
Interest evidenced by this Certificate [(obtained by dividing the [Initial
Certificate Principal Balance] [Initial Class A-V Notional Amount] of this
Certificate by the aggregate [Initial Certificate Principal Balance of all Class
A-___ Certificates] [Initial Class A-V Notional Amounts of all Class A-V
Certificates], both as specified above)] in certain distributions with respect
to the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "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 Bankers Trust Company, as trustee (the
"Trustee ), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of interest and principal, if
any)] required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date. The Class A-V Notional Amount of the Class A-V Certificates
as of any date of determination is equal to the aggregate Stated Principal
Balance of the Mortgage Loans corresponding to the Uncertificated REMIC Regular
Interests represented by such Class A-V Certificates.] [The Subclass Notional
Amount of the Class A-V-[ ] Certificates as of any date of determination is
equal to the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-V-[ ] Certificates immediately prior to such date.] [The Class A-V[- ]
Certificates have no Certificate Principal Balance.]
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. [The [Initial
Certificate Principal Balance] [Initial Class A-V Notional Amount] [Initial
Subclass Notional Amount] of this Certificate is set forth above.] [The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
A-3
<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-4
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JANUARY 28, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $_________________OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE
TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_________________ PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS
RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE
AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION
LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY
OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF
ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY
CERTIFICATE WITH " PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT
(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED
BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE
(B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE
SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON
THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING 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.
B-1
<PAGE>
Certificate No. ___ 6.25% Pass-Through Rate
Class M-_______ Subordinate Aggregate Certificate Principal Balance
of the Class M Certificates:
$---------------
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
January 1, 1999 $_______________
First Distribution Date: CUSIP: _________-_____
February 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S1
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Class M Certificate will be
made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any 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.
B-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
B-3
<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____________________________________________ statements should be mailed
to ___________________________________.
This information is provided by__________________________________
________________________________________________, the assignee named above,
or ___________________________________________, as its agent.
B-4
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] 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 WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JANUARY 28, 1999. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 275% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
C-1
<PAGE>
Certificate No. __ 6.25% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
$---------------
Date of Pooling and Servicing Agreement and Initial Certificate Principal
Cut-off Date: Balance of this Certificate:
January 1, 1999 $_______________
First Distribution Date:
February 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S1
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc.
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 Bankers Trust Company, 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 non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
C-3
<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 ______________________________________________
______________________________________________________________ the account of
____________number ____________________________ or, if mailed by check,
to______________________________________ statements should be mailed
to________________________________________________________________________
- -------------------------------------------------------------------------------.
This information is provided by _______________________________, the
assignee named above, or
_______________________________________________________, as its agent.
C-4
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
D-1
<PAGE>
Certificate No. ___ 6.25% Pass-Through Rate
Class R Senior Certificate Aggregate Initial
Principal Balance of the class R Certificates:
$100.00
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate: $____________
January 1, 1999
First Distribution Date: Percentage Interest:
February 25, 1999 ____________%
Master Servicer: CUSIP ____________ - ___________
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2014
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1999-S1
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class R Certificates,
both as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and Bankers Trust Company, 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 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.
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-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
D-3
<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
_____________________________________________________________________ the
account
of_______________________________________________________________________ number
_____________________, or, if mailed by check,
to______________________________________ statements should be mailed to
______________________________________________________.
This information is provided by ________________________________,
the assignee named above, or
____________________________________________________, as its agent.
D-4
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of January 1, 1999, by and among BANKERS TRUST
COMPANY, as Trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(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 January 1, 1999,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1999-S1 (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 1
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.
ARTICLE 2
Custody of Mortgage Documents
SECTION 2.01 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 2.02 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 2.03 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. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. 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 2.03 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
(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 2.04 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 2.05 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 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 to the Master Servicer.
The Master Servicer shall cause each Mortgage File 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 any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the 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. In addition, upon the request of the Master Servicer,
the Custodian will send to the Master Servicer copies of any documents contained
in the Mortgage File so requested.
SECTION 2.06 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 3
Concerning the Custodian
SECTION 3.01 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 2.05 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 3.02 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
SECTION 3.03 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 3.04 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 3.05 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 3.07
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 3.05 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 3.06 Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
SECTION 3.07 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 $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE 4
Miscellaneous Provisions
SECTION 4.01 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 4.02 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 4.03 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 4.04 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 4.05 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.
E-1
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: BANKERS TRUST COMPANY,
as Trustee
3 Park Plaza
Irvine, California 92614
Attention: RFMSI, Series 1999-S1
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard,
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title: Trust Officer
E-2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 28th day of January, 1999, before me, a notary public in and
for said State, personally appeared _______________________, known to me to be a
Vice President of Bankers Trust Company, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-9
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of January, 1999, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a Trust
Officer of Norwest Bank Minnesota, National Association, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-10
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of January, 1999, before me, a notary public in and
for said State, personally appeared ________________, 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 28th day of January, 1999, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
E-11
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
January 28, 1999
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Mortgage Securities I, Inc., Series 1999-S1
Re: Custodial Agreement dated as of January 1, 1999, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1999-S1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1999
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Mortgage Securities I, Inc., Series 1999-S1
Re: Custodial Agreement dated as of January 1, 1999, by and among
Bankers Trust Company, Residential Funding Mortgage Securities I,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates, Series
1999-S1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1999
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Mortgage Securities I, Inc., Series 1999-S1
Re: Custodial Agreement dated as of January 1, 1999, by and among
Bankers Trust Company, Residential Funding Mortgage Securities I,
Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates, Series
1999-S1
Ladies and Gentlemen:
In accordance with Section 2.03 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee or an original lost note
affidavit from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated thereon or
a copy of the Mortgage certified by the public recording office in which such
mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with evidence
of recording indicated thereon or a copy of such assignment certified by the
public recording office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative Loan, the
original recorded assignment or assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the Mortgage certified by
the public recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan agreement certified by the
public recording office in which such document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing
the interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 01/26/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 14.45.07 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1999-S1 CUTOFF : 01/01/99
POOL : 0004352
:
:
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 #
______________________________________________________________________________
1712468 976/976 F 357,000.00 ZZ
180 339,397.58 1
2449 VILLA NUEVA WAY 7.000 3,208.82 73
6.750 3,208.82 490,000.00
MOUNTAIN VIEW CA 94040 2 09/05/97 00
6451272 05 11/01/97 0
6451272 O 10/01/12
0
1758487 661/661 F 65,500.00 ZZ
180 63,847.78 1
1066 VILLA LANE UNIT 63 7.250 597.93 100
7.000 597.93 65,500.00
APOPKA FL 32712 1 04/17/98 92
3282001 01 06/01/98 30
3282001 O 05/01/13
0
1758492 661/661 F 285,000.00 T
180 278,035.93 1
823 HYACINTH COURT 7.625 2,662.27 100
7.375 2,662.27 285,000.00
MARCO ISLAND FL 34145 1 04/06/98 92
3290319 05 06/01/98 30
3290319 O 05/01/13
0
1790525 129/G01 F 206,250.00 ZZ
180 204,349.08 1
4219 FOX RUN COURT 7.375 1,897.34 75
7.125 1,897.34 275,010.00
WESTON FL 33331 1 09/16/98 00
0431134022 03 11/01/98 0
1
3500216142 O 10/01/13
0
1801509 F59/G01 F 496,300.00 ZZ
180 493,056.09 1
14 THACKERAY STREET 6.625 4,357.48 70
6.375 4,357.48 709,000.00
WELLESLEY MA 02181 1 10/23/98 00
0431130285 05 12/01/98 0
NA O 11/01/13
0
1809916 K68/G01 F 316,500.00 ZZ
180 314,453.40 1
137 WEBB LANE 6.750 2,800.74 75
6.500 2,800.74 422,000.00
BRANDON MS 39042 5 10/14/98 00
0431072453 05 12/01/98 0
916338 O 11/01/13
0
1810208 966/G01 F 650,000.00 ZZ
180 650,000.00 1
3503 CRESCENT AVENUE 6.750 5,751.91 70
6.500 5,751.91 930,000.00
DALLAS TX 75205 2 12/04/98 00
0431135813 05 02/01/99 0
3007048 O 01/01/14
0
1823602 A06/G01 F 375,200.00 ZZ
180 374,003.34 1
725 S GLENHURST 6.875 3,346.24 44
6.625 3,346.24 860,000.00
BIRMINGHAM MI 48009 2 11/19/98 00
0431123637 05 01/01/99 0
001000009808869 O 12/01/13
0
1823607 A06/G01 F 314,000.00 ZZ
180 312,987.63 1
4000 OVERLEA CT 6.750 2,778.62 47
6.500 2,778.62 675,000.00
BLOOMFIELD HILL MI 48302 2 11/04/98 00
0431122423 05 01/01/99 0
0009813799 O 12/01/13
0
1
1824043 K68/G01 F 440,000.00 ZZ
180 438,581.39 1
386 OLD MAGEE ROAD 6.750 3,893.61 80
6.500 3,893.61 550,000.00
MAGEE MS 39111 2 11/19/98 00
0431127661 05 01/01/99 0
0036359 O 12/01/13
0
1826235 A06/G01 F 394,300.00 ZZ
180 393,042.42 1
4647 PRIVATE LAKE DR 6.875 3,516.59 40
6.625 3,516.59 1,000,000.00
BLOOMFIELD MI 48301 5 11/23/98 00
0431137421 05 01/01/99 0
001000009814924 O 12/01/13
0
1826820 L16/G01 F 198,000.00 ZZ
180 197,368.51 1
717 NORTH 200 EAST 6.875 1,765.87 66
6.625 1,765.87 300,000.00
RUPERT ID 83350 2 11/24/98 00
0431125947 05 01/01/99 0
1826820 O 12/01/13
0
1827048 664/G01 F 120,000.00 ZZ
180 118,905.93 1
16039 AGINCOURT DR 7.500 1,112.42 32
7.250 1,112.42 377,787.00
HUNTERSVILLE NC 28078 1 09/28/98 00
0431152339 03 11/01/98 0
2730398 O 10/01/13
0
1828687 952/G01 F 138,000.00 ZZ
180 138,000.00 1
36 MILL COURT 6.875 1,230.76 69
6.625 1,230.76 200,000.00
POMPTON LAKES NJ 07442 2 12/02/98 00
0431135482 05 02/01/99 0
98002625 O 01/01/14
0
1829685 526/526 F 250,000.00 ZZ
180 246,678.73 1
807 CHOWNING ROAD 6.500 2,177.77 37
6.250 2,177.77 682,000.00
1
HOUSTON TX 77024 1 08/31/98 00
335129 07 10/01/98 0
335129 O 09/01/13
0
1829799 964/G01 F 180,000.00 ZZ
180 179,419.66 1
21555 RUNNING BRANCH ROAD 6.750 1,592.84 60
6.500 1,592.84 305,000.00
DIAMOND BAR CA 91765 2 11/25/98 00
0431134790 05 01/01/99 0
1829799 O 12/01/13
0
1830103 976/976 F 304,400.00 ZZ
180 302,431.64 1
2911 SARAH LANE 6.750 2,693.67 77
6.500 2,693.67 400,000.00
ALAMOSA CO 81101 1 10/02/98 00
5205398 05 12/01/98 0
5205398 O 11/01/13
0
1830105 976/976 F 237,000.00 ZZ
180 234,517.43 1
57 KAREN ROAD 6.750 2,097.24 57
6.500 2,097.24 420,000.00
NEWTON MA 02468 2 09/30/98 00
5315502 05 11/01/98 0
5315502 O 10/01/13
0
1830111 976/976 F 180,000.00 ZZ
180 178,230.34 1
29549 PORPOISE CREEK ROAD 6.625 1,580.39 46
6.375 1,580.39 395,000.00
TRAPPE MD 21673 2 09/25/98 00
5358258 05 11/01/98 0
5358258 O 10/01/13
0
1830121 976/976 F 320,300.00 ZZ
180 318,183.88 1
18560 W 66TH TERRACE 6.500 2,790.16 78
6.250 2,790.16 413,000.00
SHAWNEE KS 66218 2 10/06/98 00
5391299 05 12/01/98 0
5391299 O 11/01/13
0
1
1830123 976/976 F 338,000.00 ZZ
180 335,837.80 1
19 SCHEFIELD ROAD 6.875 3,014.47 43
6.625 3,014.47 800,000.00
WINCHESTER MA 01890 2 10/13/98 00
5392452 05 12/01/98 0
5392452 O 11/01/13
0
1830125 976/976 F 120,000.00 ZZ
180 118,832.76 1
3401 TUCKERS LANE 6.750 1,061.90 63
6.500 1,061.90 193,000.00
HINGHAM MA 02043 1 09/30/98 00
5392560 01 11/01/98 0
5392560 O 10/01/13
0
1830153 976/976 F 245,000.00 ZZ
180 242,667.56 1
12695 EVELAND ROAD 7.000 2,202.13 75
6.750 2,202.13 330,000.00
RIDGELY MD 21660 2 09/24/98 00
5440031 05 11/01/98 0
5440031 O 10/01/13
0
1830154 976/976 F 85,500.00 ZZ
180 84,976.25 1
7619 E. WEATHER WORN WAY 7.375 786.54 95
7.125 786.54 90,000.00
COLUMBIA MD 21046 2 10/05/98 21
5440197 01 12/01/98 25
5440197 O 11/01/13
0
1830155 976/976 F 405,000.00 ZZ
180 400,465.17 1
1144 FAIRBANKS DRIVE 6.875 3,612.02 78
6.625 3,612.02 520,000.00
TIMONIUM MD 21093 2 10/01/98 00
5440252 03 12/01/98 0
5440252 O 11/01/13
0
1830157 976/976 F 267,000.00 ZZ
180 264,346.86 1
1
2726 CAROLINE AVENUE 6.500 2,325.86 39
6.250 2,325.86 690,000.00
WAYZATA MN 55391 2 09/25/98 00
5444027 05 11/01/98 0
5444027 O 10/01/13
0
1830158 976/976 F 326,400.00 ZZ
180 323,292.60 1
4395 BURGESS HILL LANE 7.000 2,933.78 73
6.750 2,933.78 450,000.00
ALPHARETTA GA 30022 2 09/24/98 00
5451638 03 11/01/98 0
5451638 O 10/01/13
0
1830168 976/976 F 234,000.00 ZZ
180 231,743.52 1
504 SOUTH HAHNS PEAK 6.875 2,086.94 90
6.625 2,086.94 260,000.00
PUEBLO WEST CO 81007 2 09/23/98 01
7985928 05 11/01/98 12
7985928 O 10/01/13
0
1830175 976/976 F 53,250.00 ZZ
180 52,658.61 1
69 GREENWICH PLACE 7.375 489.86 75
7.125 489.86 71,000.00
BALTIMORE MD 21208 1 09/18/98 00
5326408 01 11/01/98 0
5326408 O 10/01/13
0
1830179 976/976 F 61,000.00 ZZ
180 55,503.95 1
18205 SOUTH CLOVERDALE ROAD 7.125 552.56 39
6.875 552.56 160,000.00
KUNA ID 83634 2 10/01/98 00
5375578 05 12/01/98 0
5375578 O 11/01/13
0
1830183 976/976 F 101,600.00 ZZ
180 100,673.68 1
23195 PURDUE AVENUE 7.500 941.85 72
7.250 941.85 143,000.00
FARMINGTON HILL MI 48336 2 09/23/98 00
5402098 05 11/01/98 0
1
5402098 O 10/01/13
0
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400136826 O 12/01/13
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1845998 A50/A50 F 260,000.00 ZZ
180 258,336.77 1
13434 ROSSER ROAD NORTH 6.875 2,318.82 80
6.625 2,318.82 325,000.00
TUSCALOOSA AL 35405 2 10/27/98 00
115572 05 12/01/98 0
115572 O 11/01/13
0
1846000 830/G01 F 292,000.00 ZZ
180 291,027.64 1
2204 EAST HIGH RIDGE LANE 6.375 2,523.61 80
6.125 2,523.61 365,000.00
SANDY UT 84092 1 11/23/98 00
0431127208 05 01/01/99 0
540289 O 12/01/13
0
1846011 A50/A50 F 279,000.00 ZZ
180 277,116.93 1
1451 NORTH FLAT ROCK ROAD 6.250 2,392.21 72
6.000 2,392.21 390,000.00
DOUGLASVILLE GA 30134 5 10/15/98 00
104084 05 12/01/98 0
104084 O 11/01/13
0
1846087 367/367 F 275,000.00 ZZ
180 274,151.09 1
7 BLOOMINGDALE COURT 7.250 2,510.37 80
7.000 2,510.37 343,800.00
ROCKVILLE MD 20852 1 11/30/98 00
99186870 09 01/01/99 0
1
99186870 O 12/01/13
0
1846323 593/593 F 250,000.00 ZZ
180 248,400.73 1
4201 W QUAIL RIDGE DRIVE 6.875 2,229.64 84
6.625 2,229.64 300,000.00
BOISE ID 83703 1 10/28/98 12
0006032486 05 12/01/98 6
0006032486 O 11/01/13
0
1846366 A06/G01 F 286,000.00 ZZ
180 286,000.00 1
2626 VANEL COURT 7.000 2,570.65 74
6.750 2,570.65 389,000.00
WEST BLOOMFIELD MI 48322 2 12/08/98 00
0431140540 05 02/01/99 0
001000009814987 O 01/01/14
0
1846674 F62/G01 F 494,000.00 ZZ
180 492,424.45 1
345 N HIBISCUS DR 6.875 4,405.76 50
6.625 4,405.76 1,000,000.00
MIAMI BEACH FL 33139 2 11/13/98 00
0431149368 05 01/01/99 0
1846674 O 12/01/13
0
1846758 514/G01 F 250,000.00 T
180 248,383.43 1
38 ST JAMES DRIVE 6.750 2,212.27 39
6.500 2,212.27 648,000.00
WEST PALM BEACH FL 33418 2 10/22/98 00
0431130954 03 12/01/98 0
685841 O 11/01/13
0
1846809 992/G01 F 388,500.00 ZZ
180 387,247.43 1
7 DIANE COURT 6.750 3,437.88 70
6.500 3,437.88 555,000.00
CORTLANDT MANOR NY 10566 1 11/23/98 00
0431122217 05 01/01/99 0
359081 O 12/01/13
0
1
1846969 K08/G01 F 218,000.00 ZZ
180 217,341.61 1
8866 HOLLY AVENUE 7.500 2,020.89 75
7.250 2,020.89 291,990.00
WESTMINSTER CA 92683 1 11/19/98 00
0411120876 03 01/01/99 0
411120876 O 12/01/13
0
1847041 560/560 F 395,900.00 ZZ
180 391,914.83 1
2871 RAMBLER LANE 6.500 3,448.72 90
6.250 3,448.72 439,900.00
MERCED CA 95340 1 09/23/98 21
160760005 05 11/01/98 12
160760005 O 10/01/13
0
1847042 560/560 F 348,650.00 ZZ
120 333,600.60 1
175 CHAPIN PKWY 7.375 4,115.83 54
7.125 4,115.83 650,000.00
BUFFALO NY 14209 2 11/10/98 00
160772208 05 01/01/99 0
160772208 O 12/01/08
0
1847049 560/560 F 265,800.00 ZZ
180 264,117.93 1
37910 SEAWAY 7.000 2,389.09 63
6.750 2,389.09 425,000.00
HARRISON TWP MI 48045 2 10/06/98 00
161003702 05 12/01/98 0
161003702 O 11/01/13
0
1847050 560/560 F 560,000.00 ZZ
180 556,054.93 1
14190 LEXINGTON CIRCLE 6.625 4,916.77 73
6.375 4,916.77 771,967.00
BROOMFIELD CO 80020 1 10/09/98 00
161010202 03 12/01/98 0
161010202 O 11/01/13
0
1847052 F21/G01 F 295,000.00 ZZ
180 295,000.00 1
135 EASTERBY AVENUE 6.625 2,590.09 61
6.375 2,590.09 490,000.00
1
SANTA CRUZ CA 95060 2 12/08/98 00
0431143619 05 02/01/99 0
070814683 O 01/01/14
0
1847056 560/560 F 444,000.00 ZZ
180 441,057.55 1
1481 MINARD LANE 6.750 3,929.00 55
6.500 3,929.00 815,000.00
GREEN OAKS IL 60048 2 10/22/98 00
161274204 05 12/01/98 0
161274204 O 11/01/13
0
1847058 560/560 F 275,000.00 ZZ
180 273,240.82 1
2703 NW O STREET 6.875 2,452.60 64
6.625 2,452.60 436,000.00
WASHINGTON DC 20007 2 10/16/98 00
161470505 05 12/01/98 0
161470505 O 11/01/13
0
1847064 560/560 F 281,000.00 ZZ
180 118,282.96 1
1420 MINARD RD. 6.750 2,486.60 69
6.500 2,486.60 410,000.00
GREEN OAKS IL 60048 2 10/19/98 00
161925607 05 12/01/98 0
161925607 O 11/01/13
0
1847067 560/560 F 491,250.00 ZZ
180 488,039.08 1
3072 HERON POINTE 6.625 4,313.15 26
6.375 4,313.15 1,900,000.00
BLOOMFIELD HILL MI 48302 2 10/22/98 00
162225205 05 12/01/98 0
162225205 O 11/01/13
0
1847070 560/560 F 425,000.00 ZZ
180 422,251.81 1
2004 BIRCHWOOD AVE 6.750 3,760.87 66
6.500 3,760.87 645,000.00
WILMETTE IL 60091 2 10/29/98 00
162451108 05 12/01/98 0
162451108 O 11/01/13
0
1
1847075 560/560 F 292,000.00 ZZ
180 291,068.70 1
12 SHERWOOD DR 6.875 2,604.22 48
6.625 2,604.22 610,000.00
LINCOLNSHIRE IL 60069 2 11/03/98 00
162900104 05 01/01/99 0
162900104 O 12/01/13
0
1847082 560/560 F 256,000.00 ZZ
180 255,218.32 1
3910 SW 56TH COURT 7.375 2,355.01 80
7.125 2,355.01 320,000.00
FORT LAUDERDALE FL 33312 1 11/12/98 00
163801004 05 01/01/99 0
163801004 O 12/01/13
0
1847083 560/560 F 273,000.00 T
180 204,179.63 1
259 ALPEN ROSE PLACE 8711 7.125 2,472.92 70
6.875 2,472.92 390,000.00
KEYSTONE CO 80435 1 10/30/98 00
163921208 01 12/01/98 0
163921208 O 11/01/13
0
1847087 560/560 F 302,200.00 ZZ
180 297,060.84 1
1047 BALMORAL WAY 6.250 2,591.14 80
6.000 2,591.14 377,958.00
MAPLE GLEN PA 19002 1 07/09/98 00
490393907 05 09/01/98 0
490393907 O 08/01/13
0
1847093 560/560 F 396,000.00 T
180 386,873.17 1
776516 ALII DR 7.250 3,614.94 80
7.000 3,614.94 500,000.00
KAILUA KONA HI 96740 2 05/15/98 00
492816301 01 07/01/98 0
492816301 O 06/01/13
0
1847100 560/560 F 132,100.00 ZZ
180 129,099.59 1
1
2006 CASCADE ROAD 6.875 1,178.14 75
6.625 1,178.14 177,000.00
SILVER SPRING MD 20902 2 05/18/98 00
494093909 05 07/01/98 0
494093909 O 06/01/13
0
1847102 560/560 F 310,400.00 ZZ
180 303,569.82 1
240 S CLERMONT STREET 7.250 2,833.53 80
7.000 2,833.53 388,000.00
DENVER CO 80222 2 05/22/98 00
494164502 05 07/01/98 0
494164502 O 06/01/13
0
1847103 560/560 F 362,000.00 T
180 354,034.38 1
421 FIELDSTONE DRIVE 7.250 3,304.57 76
7.000 3,304.57 481,490.00
VENICE FL 34292 2 05/15/98 00
494365109 01 07/01/98 0
494365109 O 06/01/13
0
1847104 560/560 F 340,000.00 ZZ
180 327,628.39 1
3 BRICKYARD LANE 7.500 3,151.85 53
7.250 3,151.85 650,000.00
ELIOT ME 03903 2 06/02/98 00
494397607 05 08/01/98 0
494397607 O 07/01/13
0
1847118 560/560 F 400,000.00 ZZ
180 383,197.21 1
RR1 BOX 442 D 7.375 3,679.70 65
7.125 3,679.70 618,000.00
MILLBROOK NY 12545 2 05/22/98 00
495023509 05 07/01/98 0
495023509 O 06/01/13
0
1847119 560/560 F 247,500.00 ZZ
180 239,624.03 1
12237 MARGARET DRIVE 7.750 2,329.66 75
7.500 2,329.66 330,000.00
FENTON MI 48430 2 06/18/98 00
495040008 05 08/01/98 0
1
495040008 O 07/01/13
0
1847121 560/560 F 253,800.00 ZZ
180 248,095.84 1
2616 NE 33RD STREET 7.000 2,281.23 90
6.750 2,281.23 282,000.00
FORT LAUDERDALE FL 33306 1 05/29/98 04
495103202 05 07/01/98 30
495103202 O 06/01/13
0
1847122 560/560 F 558,400.00 ZZ
180 550,043.97 1
249 LATTINGTOWN ROAD 7.750 5,256.09 61
7.500 5,256.09 925,000.00
LOCUST VALLEY NY 11560 2 07/08/98 00
495150005 05 09/01/98 0
495150005 O 08/01/13
0
1847126 560/560 F 327,700.00 ZZ
180 321,603.39 1
1014 EDMISTON PLACE 7.375 3,014.59 80
7.125 3,014.59 410,000.00
LONGWOOD FL 32779 2 06/25/98 00
495649105 05 08/01/98 0
495649105 O 07/01/13
0
1847129 560/560 F 260,000.00 ZZ
180 257,551.26 1
1816 PONDSIDE LANE 7.125 2,355.17 80
6.875 2,355.17 325,000.00
NAPLES FL 34109 1 09/11/98 00
495744203 03 11/01/98 0
495744203 O 10/01/13
0
1847137 560/560 F 400,000.00 ZZ
180 393,616.02 1
19134 FISHER ISLAND DRIVE 7.000 3,595.32 50
6.750 3,595.32 800,000.00
FISHER ISLAND FL 33109 2 07/06/98 00
495985400 01 09/01/98 0
495985400 O 08/01/13
0
1
1847150 560/560 F 68,900.00 ZZ
180 67,631.76 1
204 KERBY HILL ROAD 7.500 638.72 39
7.250 638.72 180,000.00
FORT WASHINGTON MD 20744 2 07/06/98 00
496558206 05 08/01/98 0
496558206 O 07/01/13
0
1847153 560/560 F 230,000.00 ZZ
180 226,445.13 1
879 PINEWOOD 7.375 2,115.83 75
7.125 2,115.83 308,000.00
LEONARD MI 48307 1 07/29/98 00
496658402 05 09/01/98 0
496658402 O 08/01/13
0
1847154 560/560 F 250,350.00 ZZ
180 246,328.13 1
2484 HAFF DR 7.250 2,285.36 80
7.000 2,285.36 312,957.00
STERLING HGTS MI 48310 1 08/28/98 00
496693607 05 10/01/98 0
496693607 O 09/01/13
0
1847155 560/560 F 348,900.00 ZZ
180 342,198.31 1
37544 TURNBERRY 7.000 3,136.02 64
6.750 3,136.02 550,000.00
FARMINGTON HILL MI 48331 2 06/25/98 00
496709205 05 08/01/98 0
496709205 O 07/01/13
0
1847156 560/560 F 429,000.00 ZZ
180 420,672.03 1
47 FENIMORE ROAD 6.875 3,826.06 68
6.625 3,826.06 632,500.00
SCARSDALE NY 10583 2 06/25/98 00
496769506 05 08/01/98 0
496769506 O 07/01/13
0
1847157 560/560 F 336,550.00 ZZ
180 330,599.29 1
1836 N MAUD AVENUE 7.000 3,025.01 57
6.750 3,025.01 595,000.00
1
CHICAGO IL 60614 2 07/22/98 00
496848102 05 09/01/98 0
496848102 O 08/01/13
0
1847161 560/560 F 248,750.00 ZZ
180 241,861.58 1
83 EDEN STREET 7.250 2,270.75 27
7.000 2,270.75 925,000.00
BAR HARBOR ME 04609 2 07/21/98 00
496944604 05 09/01/98 0
496944604 O 08/01/13
0
1847164 560/560 F 447,100.00 ZZ
180 441,468.80 1
916 RED FOX LANE 7.125 4,049.98 85
6.875 4,049.98 526,000.00
OAK BROOK IL 60521 1 08/07/98 21
496973009 03 10/01/98 20
496973009 O 09/01/13
0
1847166 560/560 F 500,000.00 ZZ
180 491,934.63 1
445 ARLINGTON 6.875 4,459.28 41
6.625 4,459.28 1,225,000.00
BIRMINGHAM MI 48009 2 07/22/98 00
497127605 05 09/01/98 0
497127605 O 08/01/13
0
1847167 560/560 F 485,000.00 ZZ
180 477,259.45 1
4060 NW 101 DRIVE 7.000 4,359.32 61
6.750 4,359.32 805,000.00
CORAL SPRINGS FL 33055 2 07/22/98 00
497160507 05 09/01/98 0
497160507 O 08/01/13
0
1847168 560/560 F 284,000.00 ZZ
180 279,467.36 1
1055 ARCADY DRIVE 7.000 2,552.68 52
6.750 2,552.68 550,000.00
LAKE FOREST IL 60045 2 07/13/98 00
497163006 05 09/01/98 0
497163006 O 08/01/13
0
1
1847170 560/560 F 370,000.00 ZZ
120 361,432.01 1
2311 HAVERFORD 7.125 4,319.89 62
6.875 4,319.89 600,000.00
TROY MI 48098 2 08/26/98 00
497423004 05 10/01/98 0
497423004 O 09/01/08
0
1847171 560/560 F 487,550.00 ZZ
180 478,599.63 1
6425 MC CANDLISH ROAD 7.125 4,416.38 49
6.875 4,416.38 1,000,000.00
GRAND BLANC MI 48439 2 08/25/98 00
497576405 05 10/01/98 0
497576405 O 09/01/13
0
1847175 560/560 F 329,600.00 ZZ
180 325,448.73 1
3744 EDINBOROUGH 7.125 2,985.62 75
6.875 2,985.62 440,000.00
ROCHESTER HILLS MI 48309 2 08/11/98 00
497702100 03 10/01/98 0
497702100 O 09/01/13
0
1847177 560/560 F 366,350.00 ZZ
180 360,860.70 1
9226 WHISPERING PINES 6.750 3,241.87 77
6.500 3,241.87 480,000.00
SALINE MI 48176 2 08/05/98 00
497739300 05 10/01/98 0
497739300 O 09/01/13
0
1847189 560/560 F 278,100.00 ZZ
180 274,355.61 1
660 GLENDALOUGH COURT 7.125 2,519.12 75
6.875 2,519.12 375,000.00
ALPHARETTA GA 30004 2 08/14/98 00
498317809 03 10/01/98 0
498317809 O 09/01/13
0
1847190 560/560 F 259,000.00 ZZ
180 256,612.87 1
1
9 W GREENBRIAR ROAD 7.375 2,382.61 65
7.125 2,382.61 400,000.00
WILMINGTON DE 19810 2 09/03/98 00
498340108 05 11/01/98 0
498340108 O 10/01/13
0
1847203 560/560 F 264,000.00 ZZ
180 260,745.76 1
29764 HARROW DR 7.375 2,428.60 62
7.125 2,428.60 430,000.00
FARMINGTON HILL MI 48331 2 08/17/98 00
498489103 05 10/01/98 0
498489103 O 09/01/13
0
1847213 560/560 F 353,700.00 ZZ
180 349,197.15 1
2907 VILLA ROSA 7.000 3,179.16 63
6.750 3,179.16 567,200.00
TAMPA FL 33611 2 08/24/98 00
498902501 05 10/01/98 0
498902501 O 09/01/13
0
1847224 560/560 F 599,000.00 ZZ
120 588,486.20 1
180 RAMSHORN DRIVE 6.875 6,916.37 75
6.625 6,916.37 800,000.00
CASTLE ROCK CO 80104 2 09/03/98 00
499401206 05 11/01/98 0
499401206 O 10/01/08
0
1847225 560/560 F 65,000.00 ZZ
180 64,420.15 1
22 KELSEY LANE 7.750 611.83 57
7.500 611.83 115,000.00
ARUNDEL ME 04046 1 09/18/98 00
499510600 05 11/01/98 0
499510600 O 10/01/13
0
1847226 560/560 F 557,000.00 ZZ
180 551,639.96 1
RR 3 BOX 99 6.875 4,967.63 56
6.625 4,967.63 1,000,000.00
FRANKLIN IN 46131 2 09/17/98 00
499580504 05 11/01/98 0
1
499580504 O 10/01/13
0
1847228 560/560 F 464,000.00 ZZ
180 459,486.77 1
25 GATEPOST LANE 6.750 4,105.98 80
6.500 4,105.98 580,000.00
WOODBURY CT 06798 1 09/25/98 00
499773109 05 11/01/98 0
499773109 O 10/01/13
0
1847229 560/560 F 198,000.00 ZZ
180 196,115.01 1
957 ALDEN LN 7.000 1,779.68 94
6.750 1,779.68 212,000.00
BUFFALO GROVE IL 60089 2 10/02/98 21
499790608 05 11/01/98 30
499790608 O 10/01/13
0
1847231 560/560 F 405,000.00 ZZ
180 402,324.29 1
721 5TH AVENUE 6.500 3,527.99 65
6.250 3,527.99 625,000.00
LEWISTON ID 83501 2 10/01/98 00
499902104 05 12/01/98 0
499902104 O 11/01/13
0
1847232 560/560 F 400,000.00 T
180 397,357.34 1
9000 WAHA ROAD 6.500 3,484.43 67
6.250 3,484.43 600,000.00
LEWISTON ID 83501 2 10/01/98 00
499912400 05 12/01/98 0
499912400 O 11/01/13
0
1847234 560/560 F 336,000.00 ZZ
180 333,720.72 1
28719 WINTERGREEN DRIVE 7.000 3,020.07 56
6.750 3,020.07 600,000.00
FARMINGTON HILL MI 48331 2 10/12/98 00
499935005 05 12/01/98 0
499935005 O 11/01/13
0
1
1847341 A52/G01 F 64,150.00 ZZ
120 63,781.91 1
1795 LAWRENCEVILLE SUWANEE RD 7.125 748.98 62
6.875 748.98 105,000.00
LAWRENCEVILLE GA 30243 2 11/20/98 00
0431121268 05 01/01/99 0
7266 O 12/01/08
0
1847354 A52/G01 F 247,200.00 ZZ
180 247,200.00 1
535 POWERS COURT AVENUE 7.375 2,274.05 79
7.125 2,274.05 315,000.00
ALPHARETTA GA 30201 2 11/30/98 00
0431121219 05 02/01/99 0
7309 O 01/01/14
0
1847432 944/G01 F 600,000.00 ZZ
180 598,044.54 1
45 TURKEY FARM LANE 6.625 5,267.96 20
6.375 5,267.96 3,000,000.00
WOODSIDE CA 94062 2 11/12/98 00
0431136647 05 01/01/99 0
16636 O 12/01/13
0
1847435 J86/G01 F 92,000.00 ZZ
180 91,722.15 1
204 SYLVAN DELL AVENUE 7.500 852.85 71
7.250 852.85 130,000.00
EDISON NJ 08817 2 11/24/98 00
0431126309 05 01/01/99 0
0191003 O 12/01/13
0
1847602 K08/G01 F 324,000.00 ZZ
180 323,021.48 1
2946 EAGLE COURT 7.500 3,003.52 58
7.250 3,003.52 560,000.00
ROCHESTER HILLS MI 48309 2 11/20/98 00
0411114218 05 01/01/99 0
411114218 O 12/01/13
0
1847618 975/G01 F 500,000.00 ZZ
180 498,387.95 1
30 GREVILLEA COURT 6.750 4,424.55 46
6.500 4,424.55 1,100,000.00
1
HILLSBOROUGH CA 94010 2 11/19/98 00
0431129147 05 01/01/99 0
983563 O 12/01/13
0
1847864 L66/G01 F 111,000.00 ZZ
180 111,000.00 1
2699 ANNAPOLIS CIRCLE 6.625 974.57 89
6.375 974.57 125,000.00
SAN BERNARDINO CA 92408 2 12/21/98 10
0431165133 03 02/01/99 25
1847864 O 01/01/14
0
1848206 074/074 F 250,000.00 ZZ
180 249,236.65 1
708 GREENWICH STREET 7.375 2,299.81 30
APT 2G & 3G 7.125 2,299.81 840,000.00
NEW YORK NY 10014 2 11/04/98 00
1106172852 14 01/01/99 0
1106172852 O 12/01/13
0
1848209 074/074 F 349,000.00 ZZ
180 346,838.77 1
245 EAST 72ND STREET 7.250 3,185.90 64
APT 16 B/C 7.000 3,185.90 550,000.00
NEW YORK NY 10021 2 10/26/98 00
1106184385 13 12/01/98 0
1106184385 O 11/01/13
0
1848211 074/074 F 120,000.00 ZZ
180 119,215.64 1
650 EDGEWOOD DRIVE 6.625 1,053.60 75
6.375 1,053.60 160,000.00
ELMIRA NY 14905 2 10/26/98 00
1107039010 05 12/01/98 0
1107039010 O 11/01/13
0
1848250 074/074 F 335,800.00 ZZ
180 333,533.57 1
101 CANARY AVE 6.250 2,879.23 70
6.000 2,879.23 481,000.00
MCALLEN TX 78504 2 10/02/98 00
1526024196 03 12/01/98 0
1526024196 O 11/01/13
0
1
1848295 074/074 F 137,000.00 ZZ
180 136,567.77 1
800 NW 110TH LANE 7.000 1,231.40 75
6.750 1,231.40 183,000.00
CORAL SPRINGS FL 33071 2 11/04/98 00
1589258170 05 01/01/99 0
1589258170 O 12/01/13
0
1848304 074/074 F 265,000.00 ZZ
180 262,928.82 1
16715 CYRUS STREET 6.375 2,290.26 79
6.125 2,290.26 338,000.00
GAITHERSBURG MD 20877 2 11/02/98 00
1721203329 05 12/01/98 0
1721203329 O 11/01/13
0
1848329 K08/G01 F 115,800.00 ZZ
180 115,442.53 1
1388 DOLO ROSA 7.250 1,057.10 82
7.000 1,057.10 142,000.00
CRYSTAL LAKE IL 60014 2 11/19/98 04
0411139140 05 01/01/99 12
411139140 O 12/01/13
0
1848397 K08/G01 F 339,000.00 ZZ
180 337,907.04 1
6481 NW 30TH AVENUE 6.750 2,999.84 57
6.500 2,999.84 604,000.00
BOCA RATON FL 33496 2 11/18/98 00
0411134612 03 01/01/99 0
411134612 O 12/01/13
0
1848463 514/G01 F 581,000.00 ZZ
180 577,161.54 1
9871 PONDSIDE COURT 6.500 5,061.13 75
6.250 5,061.13 775,000.00
CINCINNATI OH 45241 5 10/26/98 00
0431131002 03 12/01/98 0
374202 O 11/01/13
0
1848467 514/G01 F 287,000.00 ZZ
180 285,203.32 1
1
9602 LAGERSFIELD CIRLCE 7.125 2,599.74 89
6.875 2,599.74 325,000.00
VIENNA VA 22181 2 10/20/98 19
0431130988 09 12/01/98 12
373771 O 11/01/13
0
1848469 514/G01 F 340,000.00 ZZ
180 337,777.69 1
29303 POST OAK RUN 6.625 2,985.18 80
6.375 2,985.18 425,000.00
MAGNOLIA TX 77355 2 10/28/98 00
0431130939 05 12/01/98 0
374634 O 11/01/13
0
1848515 757/G01 F 468,000.00 ZZ
180 466,491.12 1
LOT 7 HUNTERS GLEN 6.750 4,141.38 80
6.500 4,141.38 585,000.00
ROME GA 30161 1 11/27/98 00
0431131820 05 01/01/99 0
3815404 O 12/01/13
0
1848523 638/G01 F 120,900.00 ZZ
180 120,518.57 1
77 TALIA WAY 7.000 1,086.68 66
6.750 1,086.68 185,000.00
PLYMOUTH MA 02360 2 10/31/98 00
0431125558 05 01/01/99 0
08816117 O 12/01/13
0
1848547 638/G01 F 237,000.00 ZZ
180 236,219.23 1
245 SYCAMORE TERRACE 6.500 2,064.52 70
6.250 2,064.52 340,000.00
STAMFORD CT 06902 2 11/06/98 00
0431123678 05 01/01/99 0
08735112 O 12/01/13
0
1848849 L50/G01 F 155,000.00 ZZ
180 154,505.65 1
330 CHARRO AVENUE 6.875 1,382.37 59
6.625 1,382.37 265,000.00
THOUSAND OAKS CA 91320 5 11/18/98 00
0431130624 05 01/01/99 0
1
25110273 O 12/01/13
0
1848891 638/G01 F 437,000.00 ZZ
180 435,636.21 1
29789 KIMBERLY DRIVE 7.125 3,958.48 77
6.875 3,958.48 570,000.00
AGOURA HILLS CA 91301 5 11/11/98 00
0431125061 03 01/01/99 0
08805868 O 12/01/13
0
1848894 638/G01 F 70,000.00 ZZ
180 69,771.86 1
80 INEZ DRIVE 6.625 614.60 56
6.375 614.60 125,000.00
NORTH KINGSTOWN RI 02852 2 11/10/98 00
0431124882 05 01/01/99 0
08803717 O 12/01/13
0
1849312 K08/G01 F 135,000.00 ZZ
180 134,564.75 1
1905 KOYUKON DRIVE 6.750 1,194.63 78
6.500 1,194.63 175,000.00
SOUTH LAKE TAHO CA 96150 2 11/20/98 00
0411102049 05 01/01/99 0
411102049 O 12/01/13
0
1849332 K08/G01 F 68,000.00 ZZ
180 67,785.47 1
1457 WEST 5TH AVENUE 7.000 611.20 46
6.750 611.20 151,000.00
EUGENE OR 97402 2 11/20/98 00
0411145451 05 01/01/99 0
411145451 O 12/01/13
0
1849361 K08/G01 F 81,350.00 ZZ
180 81,101.60 1
11122 S.W. 17TH MANOR 7.375 748.36 71
7.125 748.36 115,000.00
DAVIE FL 33324 2 11/23/98 00
0411125875 09 01/01/99 0
411125875 O 12/01/13
0
1
1849366 026/G01 F 281,250.00 ZZ
180 280,381.79 1
2 CHARLESTON SQUARE 7.250 2,567.43 75
7.000 2,567.43 375,000.00
GREENSBORO NC 27408 5 11/25/98 00
0431124692 03 01/01/99 0
0200201964 O 12/01/13
0
1849622 637/G01 F 488,800.00 ZZ
180 487,224.06 1
1702 VINEYARD PLACE 6.750 4,325.44 80
6.500 4,325.44 611,000.00
HANFORD CA 93230 2 11/16/98 00
0431133594 05 01/01/99 0
0015107758 O 12/01/13
0
1849629 E82/G01 F 312,000.00 ZZ
180 312,000.00 1
23316 WEST SUMMERGLEN PLA 7.000 2,804.34 74
6.750 2,804.34 425,000.00
VALENCIA CA 91354 2 12/03/98 00
0400158051 03 02/01/99 0
400158051 O 01/01/14
0
1849653 B60/G01 F 311,000.00 ZZ
180 310,029.42 1
20181 ADELE DRIVE 7.125 2,817.14 55
6.875 2,817.14 575,000.00
WOODLAND HILLS CA 91364 2 11/10/98 00
0431128305 05 01/01/99 0
256442 O 12/01/13
0
1849686 B85/G01 F 320,000.00 ZZ
180 319,012.17 1
8 BICENTENNIAL DRIVE 7.250 2,921.16 53
7.000 2,921.16 608,000.00
LEXINGTON MA 02421 2 11/25/98 00
0431133164 05 01/01/99 0
982053 O 12/01/13
0
1849708 K08/G01 F 250,000.00 ZZ
180 249,202.65 1
752 EL CERRO BOULEVARD 6.875 2,229.64 56
6.625 2,229.64 450,000.00
1
DANVILLE CA 94526 2 11/17/98 00
0411089832 05 01/01/99 0
411089832 O 12/01/13
0
1849727 K08/G01 F 650,000.00 ZZ
180 647,971.48 1
5500 BURNINGTREE CIRCLE 7.125 5,887.90 80
6.875 5,887.90 813,000.00
PLANO TX 75093 2 11/13/98 00
0411051642 03 01/01/99 0
411051642 O 12/01/13
0
1849755 976/976 F 79,500.00 ZZ
180 78,985.81 1
520 PALM DRIVE SE 6.875 709.03 94
6.625 709.03 85,000.00
AIKEN SC 29803 2 10/09/98 11
5360447 05 12/01/98 25
5360447 O 11/01/13
0
1849756 976/976 F 400,000.00 ZZ
180 398,738.01 1
8101 BAYSIDE DR 7.000 3,595.32 66
6.750 3,595.32 607,000.00
PASADENA MD 21122 5 11/05/98 00
5364573 05 01/01/99 0
5364573 O 12/01/13
0
1849757 976/976 F 280,000.00 ZZ
180 278,189.42 1
10205 TWIN GATE DRIVE 6.750 2,477.75 80
6.500 2,477.75 350,000.00
ALPHARETTA GA 30022 2 10/20/98 00
5372626 05 12/01/98 0
5372626 O 11/01/13
0
1849759 976/976 F 512,000.00 ZZ
180 508,759.89 1
161 OLDE TAVERN ROAD 7.000 4,602.01 80
6.750 4,602.01 640,000.00
LEOMINSTER MA 01453 1 11/02/98 00
5387161 05 12/01/98 0
5387161 O 11/01/13
0
1
1849760 976/976 F 244,000.00 ZZ
180 242,472.52 1
15 VINE STREET 7.125 2,210.23 60
6.875 2,210.23 409,000.00
NEWTON MA 02167 2 10/19/98 00
5392430 05 12/01/98 0
5392430 O 11/01/13
0
1849761 976/976 F 329,000.00 ZZ
180 327,973.25 1
242 LITTLEFIELD LANE 7.125 2,980.19 79
6.875 2,980.19 418,000.00
MARLBORO MA 01752 2 11/04/98 00
5392635 05 01/01/99 0
5392635 O 12/01/13
0
1849762 976/976 F 243,750.00 ZZ
180 242,980.97 1
12831 BRITTANY WOODS DRIVE 7.000 2,190.90 75
6.750 2,190.90 325,000.00
SANTA ANA CA 92705 2 11/02/98 00
5402959 05 01/01/99 0
5402959 O 12/01/13
0
1849763 976/976 F 447,000.00 ZZ
180 445,574.35 1
28810 WAGON ROAD 6.875 3,986.59 53
6.625 3,986.59 845,000.00
AGOURA AREA CA 91301 2 11/04/98 00
5406412 05 01/01/99 0
5406412 O 12/01/13
0
1849764 976/976 F 466,000.00 ZZ
180 462,606.22 1
4913 BAY WAY DRIVE 7.000 4,188.54 61
6.750 4,188.54 765,000.00
TAMPA FL 33629 2 10/27/98 00
5408531 05 12/01/98 0
5408531 O 11/01/13
0
1849765 976/976 F 300,000.00 ZZ
180 298,121.94 1
1
2940 REED AVENUE 7.125 2,717.50 60
6.875 2,717.50 500,000.00
LIVEMORE CA 94550 2 10/20/98 00
5417067 05 12/01/98 0
5417067 O 11/01/13
0
1849766 976/976 F 400,000.00 ZZ
180 397,441.19 1
13077 VIA ESCUELA COURT 6.875 3,567.42 36
6.625 3,567.42 1,130,000.00
SARATOGA CA 95070 2 10/23/98 00
5417442 05 12/01/98 0
5417442 O 11/01/13
0
1849767 976/976 F 300,000.00 T
180 298,202.03 1
5845 MANTON PONDEROSA WAY 7.625 2,802.39 75
7.375 2,802.39 405,000.00
MANTON CA 96059 1 10/28/98 00
5420066 05 12/01/98 0
5420066 O 11/01/13
0
1849770 976/976 F 94,050.00 ZZ
180 93,467.58 1
43 TRIPOLI LANE 7.250 858.55 95
7.000 858.55 99,000.00
FT MITCHELL KY 41017 2 10/21/98 04
5439700 05 12/01/98 25
5439700 O 11/01/13
0
1849771 976/976 F 321,600.00 ZZ
180 318,778.37 1
1904 SPYGLASS DRIVE 6.875 2,868.21 75
6.625 2,868.21 430,000.00
HENDERSON NV 89014 2 10/20/98 00
5443349 03 12/01/98 0
5443349 O 11/01/13
0
1849773 976/976 F 320,000.00 ZZ
120 316,266.22 1
4613 PINE VALLEY CIRCLE 6.875 3,694.89 76
6.625 3,694.89 425,000.00
STOCKTON CA 95219 2 10/20/98 00
5445119 03 12/01/98 0
1
5445119 O 11/01/08
0
1849774 976/976 F 333,000.00 ZZ
180 330,617.46 1
7117 OAKMONT DRIVE 6.875 2,969.88 90
6.625 2,969.88 370,000.00
MODESTO CA 95356 1 10/26/98 11
5445420 05 12/01/98 12
5445420 O 11/01/13
0
1849775 976/976 F 240,000.00 ZZ
180 234,828.77 1
62 HEATHROW LANE 7.125 2,174.00 53
6.875 2,174.00 460,000.00
SUGAR LAND TX 77479 2 10/21/98 00
5446003 03 12/01/98 0
5446003 O 11/01/13
0
1849776 976/976 F 422,000.00 ZZ
180 419,300.45 1
1346 VILLAGE DRIVE 6.875 3,763.63 61
6.625 3,763.63 700,000.00
CHESTER SPRINGS PA 19425 5 10/23/98 00
5448016 05 12/01/98 0
5448016 O 11/01/13
0
1849777 976/976 F 337,000.00 ZZ
180 334,867.34 1
309 WIANNO AVE 7.000 3,029.06 57
6.750 3,029.06 600,000.00
OSTERVILLE MA 02655 2 10/29/98 00
5451177 05 12/01/98 0
5451177 O 11/01/13
0
1849778 976/976 F 117,000.00 ZZ
180 116,244.98 1
975 VISTAVIA CIRCLE 6.875 1,043.47 59
6.625 1,043.47 200,000.00
DECATUR GA 30033 5 10/24/98 00
5451876 05 12/01/98 0
5451876 O 11/01/13
0
1
1849779 976/976 F 214,000.00 ZZ
180 212,631.03 1
316 WEST COLORADO STREET 6.875 1,908.57 50
6.625 1,908.57 435,000.00
ARCADIA CA 91007 5 10/08/98 00
5468014 05 12/01/98 0
5468014 O 11/01/13
0
1849780 976/976 F 492,000.00 ZZ
180 488,784.19 1
4022 FALLING LEAF DRIVE 6.625 4,319.73 69
6.375 4,319.73 715,000.00
LOS ANGELES,ENC CA 91316 2 10/22/98 00
5468354 05 12/01/98 0
5468354 O 11/01/13
0
1849781 976/976 F 305,000.00 ZZ
180 302,933.33 1
51 BURROUGHS STREET 6.875 2,720.16 70
6.625 2,720.16 441,000.00
JAMAICA PLAIN MA 02130 2 10/29/98 00
5478271 05 12/01/98 0
5478271 O 11/01/13
0
1849782 976/976 F 285,000.00 ZZ
180 283,176.83 1
2733 ROCKY POINT COURT 6.875 2,541.79 65
6.625 2,541.79 445,000.00
THOUSAND OAKS CA 91362 2 10/22/98 00
5489245 05 12/01/98 0
5489245 O 11/01/13
0
1849783 976/976 F 349,950.00 ZZ
180 347,687.09 1
10515 DUNN MEADOW ROAD 6.750 3,096.75 57
6.500 3,096.75 623,558.00
VIENNA VA 22182 1 10/29/98 00
5504589 03 12/01/98 0
5504589 O 11/01/13
0
1849785 976/976 F 354,500.00 ZZ
180 352,280.75 1
55 HIGHLAND AVE 7.125 3,211.18 60
6.875 3,211.18 600,000.00
1
TONKA BAY MN 55331 2 10/23/98 00
7990622 05 12/01/98 0
7990622 O 11/01/13
0
1849786 976/976 F 472,000.00 ZZ
180 469,077.09 1
4814 RUSSELL AVE SO 7.250 4,308.72 78
7.000 4,308.72 612,000.00
MINNEAPOLIS MN 55410 2 10/19/98 00
7990624 05 12/01/98 0
7990624 O 11/01/13
0
1849787 976/976 F 305,000.00 ZZ
180 303,027.78 1
2138 EAST 30TH PLACE SOUTH 6.750 2,698.97 50
6.500 2,698.97 620,000.00
TULSA OK 74114 2 10/23/98 00
7993003 05 12/01/98 0
7993003 O 11/01/13
0
1849788 976/976 F 345,000.00 ZZ
120 340,919.36 1
804 TIMBER LANE 6.625 3,939.39 46
6.375 3,939.39 760,000.00
NASHVILLE TN 37215 2 10/30/98 00
7993738 05 12/01/98 0
7993738 O 11/01/08
0
1849789 976/976 F 424,000.00 ZZ
180 421,258.27 1
500 WYCLIFF WAY 6.750 3,752.02 80
6.500 3,752.02 530,000.00
ALEXANDRIA LA 71303 2 10/26/98 00
7994661 05 12/01/98 0
7994661 O 11/01/13
0
1849799 637/G01 F 183,000.00 ZZ
180 182,247.31 1
12015 RICHEON AVENUE 7.500 1,696.44 75
7.250 1,696.44 245,000.00
DOWNEY CA 90242 2 11/11/98 00
0431134964 05 01/01/99 0
0010688661 O 12/01/13
0
1
1849817 637/G01 F 250,000.00 ZZ
180 249,202.65 1
75 HILLVIEW 6.875 2,229.64 41
6.625 2,229.64 610,500.00
DANVILLE CA 94506 2 11/17/98 00
0431138551 03 01/01/99 0
0015112329 O 12/01/13
0
1849839 K92/G01 F 44,000.00 ZZ
180 44,000.00 1
6314 WOODMONT BLVD 7.000 395.48 80
6.750 395.48 55,000.00
NORCROSS GA 30092 1 12/22/98 00
0431156926 01 02/01/99 0
981111001 O 01/01/14
0
1849901 926/926 F 295,400.00 T
180 293,510.32 1
201 BERWICK DRIVE 6.875 2,634.54 80
6.625 2,634.54 370,000.00
HILTON HEAD ISL SC 29926 1 10/02/98 00
161511088 01 12/01/98 0
161511088 O 11/01/13
0
1849915 A46/G01 F 36,000.00 ZZ
180 35,883.93 1
20227 TILSTOCK DRIVE 6.750 318.57 33
6.500 318.57 111,000.00
KATY TX 77450 5 11/30/98 00
0431127703 05 01/01/99 0
0000 O 12/01/13
0
1849977 B60/G01 F 309,550.00 ZZ
180 308,541.14 1
25 LYON 6.625 2,717.83 59
6.375 2,717.83 530,000.00
NEWPORT BEACH A CA 92657 2 11/12/98 00
0431152560 03 01/01/99 0
259791 O 12/01/13
0
1850236 E82/G01 F 570,000.00 ZZ
180 570,000.00 1
1
2810 SAN JUAN BLVD 6.875 5,083.57 75
6.625 5,083.57 760,000.00
BELMONT CA 94002 5 12/03/98 00
0400158846 05 02/01/99 0
400158846 O 01/01/14
0
1850327 M46/G01 F 480,000.00 ZZ
180 474,083.21 1
923 DORCEY DRIVE 7.375 4,415.63 80
7.125 4,415.63 600,000.00
INCLINE VILLAGE NV 89452 2 08/26/98 00
0431159730 05 10/01/98 0
4920113 O 09/01/13
0
1850378 K08/G01 F 35,000.00 ZZ
180 34,891.96 1
8311 SOLANA DRIVE 7.250 319.50 28
7.000 319.50 127,000.00
DENVER CO 80229 5 11/23/98 00
0411158801 05 01/01/99 0
411158801 O 12/01/13
0
1850391 K08/G01 F 478,000.00 ZZ
180 476,425.28 1
45 GIDEON POINT ROAD 6.500 4,163.89 69
6.250 4,163.89 700,000.00
TONKA BAY MN 55331 2 11/25/98 00
0411168511 05 01/01/99 0
411168511 O 12/01/13
0
1850400 K08/G01 F 47,000.00 ZZ
180 46,851.72 1
3115 COLORADO AVENUE 7.000 422.45 75
6.750 422.45 63,000.00
LORAIN OH 44052 5 11/23/98 00
0411132202 05 01/01/99 0
411132202 O 12/01/13
0
1850423 E45/G01 F 277,000.00 ZZ
180 273,435.68 1
11 MILL CREEK 6.875 2,470.44 73
6.625 2,470.44 382,500.00
CARTERSVILLE GA 30120 5 08/07/98 00
0431138924 03 10/01/98 0
1
41831 O 09/01/13
0
1850439 K08/G01 F 40,500.00 ZZ
180 40,377.69 1
11708 CHARLCE DRIVE 7.500 375.44 75
7.250 375.44 54,000.00
BALCH SPRINGS TX 75180 2 11/23/98 00
0411150592 05 01/01/99 0
411150592 O 12/01/13
0
1850498 E26/G01 F 300,000.00 ZZ
180 299,032.77 1
1166 NORTH REGAL CANYON DRIVE 6.750 2,654.73 61
6.500 2,654.73 495,000.00
WALNUT CA 91789 1 11/18/98 00
0431131705 05 01/01/99 0
34801878 O 12/01/13
0
1851448 A33/G01 F 330,000.00 ZZ
180 328,958.87 1
10446 SUMITVIEW DR 7.000 2,966.13 74
6.750 2,966.13 450,000.00
BRIGHTON MI 48116 2 11/04/98 00
0431134634 05 01/01/99 0
003061041 O 12/01/13
0
1851462 K08/G01 F 116,000.00 ZZ
180 115,645.81 1
5949 CHESWOOD COURT 7.375 1,067.11 80
7.125 1,067.11 145,000.00
ORLANDO FL 32817 2 11/20/98 00
0411124407 03 01/01/99 0
411124407 O 12/01/13
0
1851493 K08/G01 F 52,400.00 ZZ
180 52,238.24 1
742-A COUNTRY PLACE 7.250 478.34 75
7.000 478.34 69,900.00
HOUSTON TX 77079 1 11/30/98 00
0411151855 09 01/01/99 0
411151855 O 12/01/13
0
1
1851542 638/G01 F 281,500.00 ZZ
180 280,592.42 1
10414 POPKINS COURT 6.750 2,491.02 75
6.500 2,491.02 380,000.00
WOODSTOCK MD 21163 2 11/23/98 00
0431127976 05 01/01/99 0
08827460 O 12/01/13
0
1851574 560/560 F 400,000.00 ZZ
180 398,751.67 1
1701 SE 4TH STREET 7.125 3,623.33 80
6.875 3,623.33 500,000.00
FORT LAUDERDALE FL 33301 2 12/01/98 00
163874902 05 01/01/99 0
163874902 O 12/01/13
0
1851618 E82/G01 F 343,600.00 ZZ
180 343,600.00 1
2015 BRASSFIELD WAY 7.000 3,088.37 68
6.750 3,088.37 508,000.00
ROSWELL GA 30075 2 12/03/98 00
0400133971 05 02/01/99 0
0400133971 O 01/01/14
0
1851622 E82/G01 F 341,250.00 ZZ
180 341,250.00 1
18831 WELLS DRIVE 7.250 3,115.14 75
7.000 3,115.14 455,000.00
TARZANA CA 91356 1 12/04/98 00
0400164901 05 02/01/99 0
0400164901 O 01/01/14
0
1851741 B60/G01 F 253,000.00 ZZ
180 252,157.51 1
11 TALEGA 6.375 2,186.55 73
6.125 2,186.55 350,000.00
RANCHO SANTA MA CA 92688 2 11/16/98 00
0431145960 03 01/01/99 0
259664 O 12/01/13
0
1851769 195/G01 F 315,000.00 ZZ
180 315,000.00 1
2674 LAKE VIEW TERRACE EAST 7.000 2,831.31 67
5 6.750 2,831.31 475,000.00
1
LOS ANGELES CA 90039 5 11/25/98 00
0431142652 05 02/01/99 0
60801 O 01/01/14
0
1851796 638/G01 F 252,000.00 ZZ
180 251,196.28 1
4060 CENTRAL AVENUE 6.875 2,247.47 66
6.625 2,247.47 385,000.00
WESTERN SPRINGS IL 60558 2 11/09/98 00
0431129345 05 01/01/99 0
08817754 O 12/01/13
0
1851823 N85/G01 F 571,000.00 ZZ
180 571,000.00 1
10 LATIMER ROAD 6.625 5,013.34 34
6.375 5,013.34 1,700,000.00
(SANTA MONICA A CA 90402 2 12/15/98 00
0431155399 05 02/01/99 0
1851823 O 01/01/14
0
1851889 E60/G01 F 441,000.00 ZZ
180 439,547.16 1
636 AVENIDA DE DIAMANTE 6.500 3,841.59 79
6.250 3,841.59 565,000.00
ARROYO GRANDE CA 93420 2 11/20/98 00
0431131689 03 01/01/99 0
511404 O 12/01/13
0
1851937 B28/G01 F 337,100.00 ZZ
180 336,036.46 1
7330 ROUTT STREET 7.000 3,029.96 73
6.750 3,029.96 465,000.00
ARVADA CO 80005 5 11/23/98 00
0431132885 05 01/01/99 0
1982730 O 12/01/13
0
1851969 E33/G01 F 410,000.00 ZZ
180 410,000.00 1
511 OAKWOOD APT 2C 6.625 3,599.78 59
6.375 3,599.78 700,000.00
LAKE FOREST IL 60045 2 12/04/98 00
0431133834 01 02/01/99 0
111366481 O 01/01/14
0
1
1852054 K08/G01 F 143,100.00 ZZ
180 142,643.60 1
14 SALADO CIRCLE 6.875 1,276.24 78
6.625 1,276.24 185,000.00
ANGEL FIRE NM 87710 2 11/25/98 00
0411165996 05 01/01/99 0
411165996 O 12/01/13
0
1852065 K08/G01 F 105,000.00 ZZ
180 104,679.39 1
27299 HYSTONE 7.375 965.92 75
7.125 965.92 140,000.00
FARMINGTON HILL MI 48334 1 12/01/98 00
0411166143 05 01/01/99 0
411166143 O 12/01/13
0
1852099 K08/G01 F 277,000.00 ZZ
180 277,000.00 1
1447 PARKHAVEN DRIVE 6.875 2,470.44 66
6.625 2,470.44 425,000.00
PLEASANT HILL CA 94523 2 12/02/98 00
0411135700 05 02/01/99 0
411135700 O 01/01/14
0
1852261 J95/J95 F 325,250.00 ZZ
180 324,212.65 1
539 KENNESAW 6.875 2,900.76 60
AVE 6.625 2,900.76 550,000.00
MARIETTA GA 30064 2 11/05/98 00
0010557486 05 01/01/99 0
0010557486 O 12/01/13
0
1852268 J95/J95 F 246,400.00 ZZ
180 244,772.12 1
219 CRESTHILL 6.500 2,146.41 79
ROAD 6.250 2,146.41 315,000.00
TOMS RIVER NJ 08753 2 10/27/98 00
0009500257 05 12/01/98 0
0009500257 O 11/01/13
0
1852278 J95/J95 F 650,000.00 ZZ
180 645,841.94 1
1
632 CANYON GREENS DRIVE 6.875 5,797.05 50
6.625 5,797.05 1,300,000.00
LAS VEGAS NV 89134 2 10/09/98 00
0012247565 03 12/01/98 0
0012247565 O 11/01/13
0
1852295 J95/J95 F 350,000.00 ZZ
171 344,058.45 1
1008 GOLF VIEW LANE 7.250 3,288.62 73
7.000 3,288.62 480,000.00
KNOXVILLE TN 37922 2 07/27/98 00
0005929468 05 09/01/98 0
0005929468 O 11/01/12
0
1852298 J95/J95 F 249,500.00 ZZ
180 247,886.65 1
21971 STARFIRE LANE 6.750 2,207.85 72
6.500 2,207.85 350,000.00
HUNTINGTON BEAC CA 92646 2 10/02/98 00
0013507702 05 12/01/98 0
0013507702 O 11/01/13
0
1852317 J95/J95 F 637,000.00 ZZ
180 631,491.57 1
150 ROLLING RIDGE WAY 6.750 5,636.88 64
6.500 5,636.88 1,000,000.00
MARTINEZ CA 94553 2 10/22/98 00
0016298788 03 12/01/98 0
0016298788 O 11/01/13
0
1852320 J95/J95 F 316,000.00 ZZ
180 314,021.78 1
31 BROWN STREET 7.125 2,862.43 50
6.875 2,862.43 640,000.00
MARBLEHEAD MA 01945 2 10/12/98 00
0016200099 05 12/01/98 0
0016200099 O 11/01/13
0
1852324 J95/J95 F 541,350.00 ZZ
180 537,886.97 1
40066 NORTH 103RD WAY 6.875 4,828.05 55
6.625 4,828.05 1,000,000.00
SCOTTSDALE AZ 85262 2 10/13/98 00
0013298492 05 12/01/98 0
1
0013298492 O 11/01/13
0
1852326 J95/J95 F 404,000.00 ZZ
180 400,153.84 1
12302 PROSPECT LANDING 7.000 3,631.27 80
6.750 3,631.27 505,000.00
MITCHELLVILLE MD 20721 2 09/24/98 00
0016188781 03 11/01/98 0
0016188781 O 10/01/13
0
1852329 J95/J95 F 286,500.00 ZZ
180 284,667.24 1
22 ELDWICK COURT 6.875 2,555.17 75
6.625 2,555.17 382,000.00
POTOMAC MD 20854 5 10/15/98 00
33193 05 12/01/98 0
33193 O 11/01/13
0
1852331 J95/J95 F 557,500.00 ZZ
180 553,856.05 1
9342 NORTH 71ST STREET 6.625 4,894.82 75
6.375 4,894.82 750,000.00
PARADISE VALLEY AZ 85253 5 10/12/98 00
0013532148 05 12/01/98 0
0013532148 O 11/01/13
0
1852335 J95/J95 F 450,000.00 ZZ
180 446,319.86 1
13701 GOOSEFOOT TERRACE 6.500 3,919.98 80
6.250 3,919.98 568,000.00
ROCKVILLE MD 20850 2 11/05/98 00
0013604707 03 01/01/99 0
0013604707 O 12/01/13
0
1852337 J95/J95 F 507,900.00 ZZ
180 504,615.75 1
0048 SUMMIT COUNTY ROAD 2406 6.750 4,494.46 63
6.500 4,494.46 817,000.00
SILVERTHORNE CO 80498 2 10/20/98 00
0013417191 05 12/01/98 0
0013417191 O 11/01/13
0
1
1852340 J95/J95 F 432,000.00 ZZ
180 429,115.22 1
3003 SOUTH OAK WAY 6.375 3,733.57 80
6.125 3,733.57 540,000.00
LAKEWOOD CO 80227 2 10/27/98 00
0016286569 03 12/01/98 0
0016286569 O 11/01/13
0
1852341 638/G01 F 254,000.00 ZZ
180 253,181.08 1
25659 VELAN DRIVE 6.750 2,247.67 83
6.500 2,247.67 309,000.00
VALENCIA AREA CA 91355 2 11/13/98 14
0431131598 05 01/01/99 6
08810947 O 12/01/13
0
1852345 J95/J95 F 246,300.00 ZZ
180 244,690.13 1
6144 CHURCHILL DOWNS DRIVE 6.625 2,162.50 79
6.375 2,162.50 315,000.00
WEST LINN OR 97068 2 10/20/98 00
16306292 05 12/01/98 0
16306292 O 11/01/13
0
1852351 J95/J95 F 615,000.00 ZZ
180 611,065.82 1
406 RICHARD KNOLL 6.875 5,484.91 73
6.625 5,484.91 850,000.00
HAVERFORD PA 19041 2 10/23/98 00
0009510421 05 12/01/98 0
0009510421 O 11/01/13
0
1852354 638/G01 F 285,000.00 ZZ
180 284,061.09 1
213 REED CIRCLE 6.500 2,482.66 62
6.250 2,482.66 465,000.00
MILL VALLEY CA 94941 2 11/20/98 00
0431131671 03 01/01/99 0
08801558 O 12/01/13
0
1852355 J95/J95 F 288,000.00 ZZ
180 286,681.46 1
14809 CORONA DRIVE 6.875 2,568.54 80
6.625 2,568.54 360,000.00
1
SILVER SPRING MD 20905 2 11/06/98 00
0013500905 03 01/01/99 0
0013500905 O 12/01/13
0
1852359 J95/J95 F 284,500.00 ZZ
180 280,319.22 1
3570 W FAIRVIEW STREET 6.625 2,497.89 78
#A6 6.375 2,497.89 365,000.00
MIAMI FL 33133 2 08/27/98 00
13115001 01 10/01/98 0
13115001 O 09/01/13
0
1852362 638/G01 F 312,650.00 ZZ
180 311,663.60 1
5637 PACIFIC GROVE WAY 7.000 2,810.19 80
6.750 2,810.19 390,840.00
UNION CITY CA 94587 1 11/19/98 00
0431131713 05 01/01/99 0
08793608 O 12/01/13
0
1852367 J95/J95 F 323,600.00 ZZ
180 322,545.35 1
7703 CROSSBILL COURT 6.625 2,841.19 80
6.375 2,841.19 404,500.00
DUBLIN OH 43017 1 11/05/98 00
0009604661 05 01/01/99 0
0009604661 O 12/01/13
0
1852368 201/G01 F 267,500.00 ZZ
180 267,500.00 1
6070 ENDDEN COURT 6.875 2,385.72 74
6.625 2,385.72 365,000.00
NORCROSS GA 30092 2 12/02/98 00
0431134089 03 02/01/99 0
505459 O 01/01/14
0
1852369 J95/J95 F 330,000.00 ZZ
180 327,911.67 1
2417 EAST SHADOW WOOD CIRCLE 7.000 2,966.13 69
6.750 2,966.13 485,000.00
SALT LAKE CITY UT 84117 2 10/13/98 00
0013352224 05 12/01/98 0
0013352224 O 11/01/13
0
1
1852371 J95/J95 F 270,000.00 ZZ
180 269,120.04 1
2914 BELFORT DR 6.625 2,370.58 77
6.375 2,370.58 354,000.00
GERMANTOWN TN 38138 2 11/03/98 00
0150612018 05 01/01/99 0
0150612018 O 12/01/13
0
1852373 J95/J95 F 412,000.00 ZZ
180 409,219.28 1
900 CRYSTAL CREEK DRIVE 6.250 3,532.58 79
6.000 3,532.58 525,000.00
AUSTIN TX 78746 2 10/12/98 00
0012870689 05 12/01/98 0
0012870689 O 11/01/13
0
1852378 J95/J95 F 426,000.00 ZZ
120 421,029.40 1
11405 FOREST KNOLL CIRCLE 6.875 4,918.83 23
6.625 4,918.83 1,900,000.00
FISHERS IN 46038 2 10/30/98 00
0009535410 03 12/01/98 0
0009535410 O 11/01/08
0
1852379 638/G01 F 307,000.00 ZZ
180 306,041.91 1
3271 PINOT BLANC WAY 7.125 2,780.90 58
6.875 2,780.90 535,000.00
SAN JOSE CA 95135 2 11/23/98 00
0431131754 05 01/01/99 0
08813162 O 12/01/13
0
1852383 J95/J95 F 368,000.00 ZZ
180 365,671.18 1
7665 WOODWIND COURT 7.000 3,307.69 71
6.750 3,307.69 525,000.00
BROWNSBURG IN 46112 2 10/30/98 00
0009535402 05 12/01/98 0
0009535402 O 11/01/13
0
1852392 638/G01 F 262,000.00 ZZ
180 261,164.38 1
1
77 RIVERWOOD DRIVE 6.875 2,336.66 65
6.625 2,336.66 405,000.00
WOODBRIDGE CA 95258 2 11/18/98 00
0431131762 05 01/01/99 0
08818212 O 12/01/13
0
1852395 638/G01 F 176,000.00 ZZ
180 176,000.00 1
1162 BOWDOIN STREET 7.250 1,606.64 62
7.000 1,606.64 284,500.00
SAN FRANCISCO CA 94134 2 12/01/98 00
0431131630 05 02/01/99 0
08827540 O 01/01/14
0
1852405 638/G01 F 143,000.00 ZZ
180 142,543.92 1
3158 PERIVALE COURT 6.875 1,275.35 54
6.625 1,275.35 267,000.00
SAN JOSE CA 95148 2 11/24/98 00
0431131622 05 01/01/99 0
08818256 O 12/01/13
0
1852409 069/G01 F 184,000.00 ZZ
180 183,406.76 1
26681 CORSICA ROAD 6.750 1,628.24 69
6.500 1,628.24 270,000.00
MISSION VIEJO CA 92692 2 11/09/98 00
0431138668 03 01/01/99 0
236230956 O 12/01/13
0
1852544 822/G01 F 317,500.00 ZZ
180 316,487.37 1
1090 SOUTH MEDIA LINE ROAD 6.875 2,831.64 75
6.625 2,831.64 425,000.00
NEWTOWN SQUARE PA 19073 2 11/23/98 00
0431131564 05 01/01/99 0
3626014151 O 12/01/13
0
1852562 E45/G01 F 250,000.00 ZZ
180 246,748.62 1
1191 MUSH BLUFF ROAD 6.750 2,212.27 63
6.500 2,212.27 400,000.00
ST MARYS GA 31558 2 08/21/98 00
0431143445 05 10/01/98 0
1
38302 O 09/01/13
0
1852676 765/G01 F 249,000.00 ZZ
180 248,205.84 1
3158 DENVER STREET 6.875 2,220.72 71
6.625 2,220.72 353,000.00
SAN DIEGO CA 92117 2 11/25/98 00
0431168590 05 01/01/99 0
144107 O 12/01/13
0
1852692 026/G01 F 312,800.00 ZZ
180 312,800.00 1
2373 ALTON RD NW 6.875 2,789.73 75
6.625 2,789.73 420,000.00
ATLANTA GA 30305 5 12/02/98 00
0431131929 05 02/01/99 0
0200019902 O 01/01/14
0
1852745 815/G01 F 372,000.00 ZZ
180 369,594.52 1
4 ROSEMOUNT COURT 6.750 3,291.86 80
6.500 3,291.86 465,000.00
NORTH CALDWELL NJ 07006 1 10/02/98 00
0431141191 05 12/01/98 0
100705 O 11/01/13
0
1852755 B60/G01 F 370,400.00 ZZ
180 369,205.79 1
353 CALLE MARSEILLE 6.750 3,277.71 80
6.500 3,277.71 463,000.00
LONG BEACH CA 90814 2 11/13/98 00
0431133024 03 01/01/99 0
256264 O 12/01/13
0
1852771 815/G01 F 627,000.00 ZZ
180 624,952.12 1
15 LANDING COURT 6.600 5,496.38 79
6.350 5,496.38 800,000.00
DIX HILLS NY 11788 2 11/10/98 00
0431141076 05 01/01/99 0
41184 O 12/01/13
0
1
1852786 815/G01 F 287,000.00 ZZ
180 285,144.16 1
5744 GREEN SPRINGS DRIVE 6.750 2,539.69 66
6.500 2,539.69 435,000.00
WARRENTOWN VA 20187 2 10/26/98 00
0431143015 03 12/01/98 0
100677 O 11/01/13
0
1852803 815/G01 F 336,000.00 ZZ
180 334,897.84 1
11 COUNTRY CLUB LANE 6.550 2,936.16 80
6.300 2,936.16 420,000.00
PLEASANTVILLE NY 10570 2 10/27/98 00
0431141266 03 01/01/99 0
100796 O 12/01/13
0
1852821 815/G01 F 435,500.00 ZZ
180 431,353.76 1
201 MEAD STREET 7.000 3,914.60 70
6.750 3,914.60 630,000.00
WACCABUC NY 10597 2 09/18/98 00
0431143213 05 11/01/98 0
100531 O 10/01/13
0
1852831 815/G01 F 316,000.00 ZZ
180 311,959.94 1
118 COLUMBIA ROAD 6.950 2,831.47 80
6.700 2,831.47 395,000.00
MORRISTOWN NJ 07960 1 08/28/98 00
0431143338 05 10/01/98 0
100393 O 09/01/13
0
1852834 815/G01 F 250,000.00 ZZ
180 247,609.69 1
10 WOOD ROAD 6.950 2,240.09 76
6.700 2,240.09 330,000.00
MORRIS TOWNSHIP NJ 07960 2 09/15/98 00
0431144245 05 11/01/98 0
100370 O 10/01/13
0
1852839 815/G01 F 285,000.00 ZZ
180 284,077.15 1
36 HAMLET DRIVE 6.700 2,514.10 57
6.450 2,514.10 500,000.00
1
COMMACK NY 11725 2 11/13/98 00
0431140771 03 01/01/99 0
41199 O 12/01/13
0
1852847 815/G01 F 510,000.00 ZZ
180 505,039.33 1
760 MILL CREEK ROAD 6.750 4,513.04 56
6.500 4,513.04 924,000.00
GLADWYNE PA 19035 5 09/23/98 00
0431144112 05 11/01/98 0
100616 O 10/01/13
0
1852850 815/G01 F 475,000.00 ZZ
180 470,359.94 1
55 CHRISTY DRIVE 6.700 4,190.16 68
6.450 4,190.16 700,000.00
WARREN NJ 07059 1 10/01/98 00
0431143270 05 11/01/98 0
100768 O 10/01/13
0
1852853 815/G01 F 270,000.00 ZZ
180 269,118.14 1
2994 CHERYL ROAD 6.600 2,366.86 85
6.350 2,366.86 320,000.00
MERRICK NY 11566 2 11/12/98 10
0431140920 05 01/01/99 20
41214 O 12/01/13
0
1852859 815/G01 F 300,000.00 ZZ
180 296,180.80 1
435 CONSTANT AVENUE 7.000 2,696.48 67
6.750 2,696.48 450,000.00
HAWORTH NJ 07641 5 08/28/98 00
0431143049 05 10/01/98 0
100360 O 09/01/13
0
1852863 815/G01 F 450,000.00 ZZ
120 447,378.59 1
111 FERRIS HILL ROAD 6.850 5,190.16 42
6.600 5,190.16 1,080,000.00
NEW CANAAN CT 06840 5 10/28/98 00
0431141001 05 01/01/99 0
100728 O 12/01/08
0
1
1852865 815/G01 F 270,000.00 ZZ
180 269,129.49 1
293 EAST ROSE TREE ROAD 6.750 2,389.26 80
6.500 2,389.26 340,000.00
UPPER PROVIDENC PA 19063 2 11/03/98 00
0431141027 05 01/01/99 0
100684 O 12/01/13
0
1852868 815/G01 F 250,000.00 ZZ
180 249,204.38 1
3 WILDERNESS TRAIL 6.900 2,233.12 72
6.650 2,233.12 350,000.00
WARREN NJ 07059 2 11/20/98 00
0431140904 05 01/01/99 0
71031 O 12/01/13
0
1852871 815/G01 F 354,000.00 ZZ
180 351,735.46 1
248 WARWICK AVENUE 6.875 3,157.16 68
6.625 3,157.16 525,000.00
FORT LEE NJ 07024 2 10/20/98 00
0431144203 05 12/01/98 0
100770 O 11/01/13
0
1852873 815/G01 F 305,000.00 ZZ
180 302,108.83 1
586 KENT BROOK TERRACE 7.050 2,749.96 77
6.800 2,749.96 401,000.00
KINNELON NJ 07405 2 09/29/98 00
0431143064 03 11/01/98 0
100219 O 10/01/13
0
1852874 815/G01 F 480,000.00 ZZ
180 475,291.00 1
5 WICKS LANE 6.650 4,221.00 80
6.400 4,221.00 600,000.00
ST JAMES NY 11780 1 09/25/98 00
0431142983 05 11/01/98 0
100678 O 10/01/13
0
1852875 815/G01 F 335,000.00 ZZ
180 330,693.93 1
1
4 BITOLA DRIVE 6.600 2,936.66 79
6.350 2,936.66 426,000.00
WAYNE NJ 07470 2 09/23/98 00
0431143312 05 11/01/98 0
100504 O 10/01/13
0
1852876 815/G01 F 265,000.00 ZZ
180 262,394.66 1
5902 BLOOMINGDALE TERRACE 6.625 2,326.69 80
6.375 2,326.69 335,000.00
ROCKVILLE MD 20852 5 09/30/98 00
0431143122 07 11/01/98 0
100766 O 10/01/13
0
1852924 K08/G01 F 44,100.00 ZZ
180 43,960.87 1
2709 COUNTRYSIDE BOULEVARD 7.000 396.38 72
UNIT # H107 6.750 396.38 62,000.00
CLEARWATER FL 33761 2 11/30/98 00
0411174204 01 01/01/99 0
411174204 O 12/01/13
0
1852933 K08/G01 F 144,000.00 ZZ
180 143,493.50 1
2015 FOXWOOD LANE 7.500 1,334.90 80
7.250 1,334.90 180,000.00
TUSCALOOSA AL 35404 2 11/24/98 00
0411150428 05 01/01/99 0
411150428 O 12/01/13
0
1852957 K08/G01 F 74,000.00 ZZ
180 73,774.05 1
650 ATWOOD ROAD 7.375 680.74 95
7.125 680.74 78,000.00
PHILADELPHIA PA 19151 2 11/30/98 04
0411121551 05 01/01/99 30
411121551 O 12/01/13
0
1852967 815/G01 F 274,490.00 ZZ
180 273,623.99 1
6 HARDIN COURT 7.000 2,467.20 65
6.750 2,467.20 424,490.00
CHESTER NJ 07930 1 11/09/98 00
0431140979 05 01/01/99 0
1
70837 O 12/01/13
0
1852969 815/G01 F 265,000.00 ZZ
180 263,271.61 1
28 STALLION CIRCLE 6.650 2,330.35 77
6.400 2,330.35 348,000.00
NORTHAMPTON TOW PA 19053 2 10/09/98 00
0431143932 03 12/01/98 0
100795 O 11/01/13
0
1852973 815/G01 F 260,000.00 ZZ
180 259,165.35 1
41 WALKER AVENUE 6.800 2,307.98 66
6.550 2,307.98 395,000.00
RYE NY 10580 1 11/02/98 00
0431140839 05 01/01/99 0
100758 O 12/01/13
0
1852976 815/G01 F 250,000.00 ZZ
180 248,383.43 1
244 SCOTT DRIVE 6.750 2,212.27 48
6.500 2,212.27 525,000.00
ATLANTIC BEACH NY 11509 5 10/22/98 00
0431143924 05 12/01/98 0
100778 O 11/01/13
0
1852978 815/G01 F 303,600.00 ZZ
180 301,740.27 1
351 PEMBERWICK ROAD UNIT 405 7.375 2,792.89 80
7.125 2,792.89 379,500.00
GREENWICH CT 06831 1 10/20/98 00
0431143155 01 12/01/98 0
100899 O 11/01/13
0
1852981 815/G01 F 600,000.00 ZZ
180 596,120.20 1
60 BLUEBERRY DRIVE 6.750 5,309.46 80
6.500 5,309.46 756,000.00
WOODCLIFF LAKE NJ 07675 2 10/26/98 00
0431143197 05 12/01/98 0
100604 O 11/01/13
0
1
1852986 543/543 F 300,000.00 ZZ
180 298,039.12 1
20 NORTH CROSS ROAD 6.625 2,633.99 47
6.375 2,633.99 645,000.00
NORTH ANDOVER MA 01845 5 10/02/98 00
7210722367 05 12/01/98 0
7210722367 O 11/01/13
0
1852997 543/543 F 330,000.00 ZZ
180 323,558.17 1
4390 MAIN STREET 7.000 2,966.14 30
6.750 2,966.14 1,100,000.00
CUMMAQUID MA 02601 2 06/25/98 00
7210581383 05 08/01/98 0
7210581383 O 07/01/13
0
1853006 543/543 F 380,000.00 ZZ
180 368,838.97 1
35 MUNNINGS DRIVE 6.875 3,389.05 70
6.625 3,389.05 545,000.00
SUDBURY MA 01776 5 03/06/98 00
7210397491 05 05/01/98 0
7210397491 O 04/01/13
0
1853008 543/543 F 265,500.00 ZZ
180 259,532.90 1
3 GILPATRICK SHIPYARD LANE 7.000 2,386.39 71
6.750 2,386.39 375,000.00
KENNEBUNK ME 04043 2 05/18/98 00
7210526496 05 07/01/98 0
7210526496 O 06/01/13
0
1853012 543/543 F 266,250.00 ZZ
180 262,860.48 1
5 PUTNEY ROAD 7.000 2,393.13 75
6.750 2,393.13 355,000.00
BOW NH 03304 5 08/03/98 00
7210621288 05 10/01/98 0
7210621288 O 09/01/13
0
1853194 K08/G01 F 126,400.00 ZZ
180 126,014.05 1
2862 QUARTZ 7.375 1,162.78 73
7.125 1,162.78 174,000.00
1
TROY MI 48098 2 12/02/98 00
0411178411 05 01/01/99 0
411178411 O 12/01/13
0
1853342 K08/G01 F 439,000.00 ZZ
180 437,644.82 1
5928 MCFARLAND DRIVE 7.250 4,007.47 74
7.000 4,007.47 595,000.00
PLANO TX 75093 2 11/30/98 00
0411054554 03 01/01/99 0
411054554 O 12/01/13
0
1853365 F59/G01 F 268,000.00 ZZ
180 268,000.00 1
98 SAINT GEORGE STREET 6.875 2,390.17 57
6.625 2,390.17 475,000.00
DUXBURY MA 02332 2 12/22/98 00
0431161223 05 02/01/99 0
0000 O 01/01/14
0
1853377 K08/G01 F 47,500.00 ZZ
180 47,286.98 1
6563 145TH AVE NE 7.250 433.61 39
7.000 433.61 124,000.00
FOREST LAKE MN 55025 5 11/30/98 00
0411165632 05 01/01/99 0
411165632 O 12/01/13
0
1853419 665/G01 F 330,000.00 ZZ
180 330,000.00 1
826 WEICHERT DRIVE 7.000 2,966.13 48
6.750 2,966.13 700,000.00
MORGAN HILL CA 95037 2 12/03/98 00
0431136803 05 02/01/99 0
9801225655 O 01/01/14
0
1853426 077/077 F 299,550.00 ZZ
180 298,584.22 1
59519 CR 3 SOUTH 6.750 2,650.75 68
6.500 2,650.75 445,000.00
ELKHART IN 48517 5 11/23/98 00
438658 05 01/01/99 0
438658 O 12/01/13
0
1
1853470 638/G01 F 261,500.00 ZZ
180 260,665.98 1
1890 CANYON PLACE 6.875 2,332.20 69
6.625 2,332.20 380,000.00
CARLSBAD CA 92008 2 11/05/98 00
0431133529 03 01/01/99 0
8820239 O 12/01/13
0
1853474 638/G01 F 266,000.00 ZZ
180 265,142.39 1
1503 BERGERAC DRIVE 6.750 2,353.86 51
6.500 2,353.86 525,000.00
SAN JOSE CA 95118 2 11/23/98 00
0431133537 05 01/01/99 0
8825241 O 12/01/13
0
1853531 B60/G01 F 375,000.00 ZZ
180 373,816.89 1
9171 REALES STREET 7.000 3,370.61 75
6.750 3,370.61 500,000.00
RANCHO CUCAMONG CA 91737 5 11/18/98 00
0431158385 05 01/01/99 0
258507 O 12/01/13
0
1853536 J95/J95 F 292,250.00 ZZ
180 291,276.80 1
588 PICKETTS LAKE DRIVE 6.375 2,525.78 84
6.125 2,525.78 352,000.00
ACWORTH GA 30101 2 10/28/98 12
0010134468 03 01/01/99 30
0010134468 O 12/01/13
0
1853543 J95/J95 F 260,000.00 ZZ
180 258,336.77 1
2159 GORHAM PLACE 6.875 2,318.82 80
6.625 2,318.82 325,000.00
GERMANTOWN TN 38138 5 10/29/98 00
0150593416 05 12/01/98 0
0150593416 O 11/01/13
0
1853549 J95/J95 F 313,000.00 ZZ
180 310,976.04 1
1
1014 BOUCHER AVENUE 6.750 2,769.77 71
6.500 2,769.77 445,000.00
ANNAPOLIS MD 21403 2 10/26/98 00
9543299 01 12/01/98 0
9543299 O 11/01/13
0
1853574 J95/J95 F 295,000.00 ZZ
180 294,028.15 1
12606 BLYTHEWOOD DRIVE 6.500 2,569.77 76
6.250 2,569.77 390,000.00
FAIRFAX VA 22030 2 11/09/98 00
13604830 03 01/01/99 0
13604830 O 12/01/13
0
1853580 J95/J95 F 272,000.00 ZZ
180 270,183.65 1
14217 STONE CHASE WAY 6.375 2,350.77 80
6.125 2,350.77 340,000.00
CENTERVILLE VA 20121 2 10/26/98 00
9588757 03 12/01/98 0
9588757 O 11/01/13
0
1853588 J95/J95 F 412,500.00 ZZ
180 409,832.62 1
28 CATALPA COURT 6.750 3,650.26 75
6.500 3,650.26 550,000.00
FORT MYERS FL 33918 2 10/29/98 00
9565359 05 12/01/98 0
9565359 O 11/01/13
0
1853626 543/543 F 360,000.00 T
180 349,204.25 1
PARKER AVENUE 6.625 3,160.78 43
6.375 3,160.78 850,000.00
BLUE HILL ME 04614 5 03/03/98 00
7210409791 05 05/01/98 0
7210409791 O 04/01/13
0
1853632 543/543 F 310,000.00 ZZ
180 301,428.58 1
18 CHANNEL VIEW ROAD 6.875 2,764.75 69
6.625 2,764.75 450,000.00
CAPE ELIZABETH ME 04107 2 05/07/98 00
7210485808 05 07/01/98 0
1
7210485808 O 06/01/13
0
1853637 543/543 F 310,000.00 ZZ
180 295,896.63 1
9 CAPTAIN SAMUEL FORBUSH ROAD 6.875 2,764.75 60
6.625 2,764.75 517,000.00
WESTBORO MA 01581 2 02/25/98 00
7210395867 05 05/01/98 0
7210395867 O 04/01/13
0
1853640 439/439 F 525,000.00 ZZ
180 488,459.58 1
1735 PACIFIC ST 7.750 4,941.70 75
7.500 4,941.70 700,000.00
OCEANSIDE CA 92054 1 01/27/97 00
1890663 05 04/01/97 0
1890663 O 03/01/12
0
1853643 439/439 F 350,000.00 ZZ
180 339,118.86 1
75 BEDFORD ST 7.250 3,195.03 21
7.000 3,195.03 1,675,000.00
NEW YORK NY 10014 2 10/30/98 00
1975760 05 01/01/99 0
1975760 O 12/01/13
0
1853644 439/439 F 283,000.00 ZZ
180 282,107.14 1
2743 DELAWARE AVE 7.000 2,543.69 69
6.750 2,543.69 415,000.00
REDWOOD CITY CA 94061 2 11/04/98 00
1989316 05 01/01/99 0
1989316 O 12/01/13
0
1853645 439/439 F 289,900.00 ZZ
180 288,981.39 1
36-31 217TH ST 6.950 2,597.61 67
6.700 2,597.61 437,000.00
BAYSIDE NY 11361 1 11/24/98 00
1989880 05 01/01/99 0
1989880 O 12/01/13
0
1
1853647 439/439 F 386,000.00 ZZ
180 384,767.75 1
555 BONNIE VIEW COURT 7.050 3,480.28 72
6.800 3,480.28 540,000.00
MORGAN HILL CA 95037 2 10/28/98 00
1991006 05 01/01/99 0
1991006 O 12/01/13
0
1853649 439/439 F 276,500.00 ZZ
180 275,577.27 1
4050 WEST HEMLOCK STREET 6.350 2,385.88 69
6.100 2,385.88 405,000.00
OXNARD CA 93035 2 11/05/98 00
1991036 05 01/01/99 0
1991036 O 12/01/13
0
1853650 J95/J95 F 250,000.00 ZZ
180 249,193.98 1
197 TUCKAHOE 6.750 2,212.27 54
6.500 2,212.27 465,000.00
MEMPHIS TN 38117 1 11/02/98 00
150610244 05 01/01/99 0
150610244 O 12/01/13
0
1853651 439/439 F 295,000.00 ZZ
180 294,028.15 1
311 CORONADO ST 6.500 2,569.77 46
6.250 2,569.77 645,000.00
NEWPORT BEACH CA 92661 2 10/28/98 00
1992802 05 01/01/99 0
1992802 O 12/01/13
0
1853653 439/439 F 285,000.00 ZZ
180 284,092.99 1
15619 FOSTER RD 6.900 2,545.76 76
6.650 2,545.76 375,000.00
LA MIRADA CA 90638 2 11/06/98 00
1993422 05 01/01/99 0
1993422 O 12/01/13
0
1853654 439/439 F 336,000.00 ZZ
180 334,893.07 1
2152 CUMBERLAND RD 6.500 2,926.93 75
6.250 2,926.93 450,000.00
1
GLENDORA CA 91741 2 11/18/98 00
1993552 05 01/01/99 0
1993552 O 12/01/13
0
1853655 439/439 F 292,000.00 ZZ
180 290,593.83 1
226 MORNING GLORY ST 6.550 2,551.67 80
6.300 2,551.67 365,000.00
BREA CA 92821 2 11/06/98 00
1993999 05 01/01/99 0
1993999 O 12/01/13
0
1853656 439/439 F 234,000.00 ZZ
180 233,235.72 1
3022 NORTH FREDERIC ST 6.600 2,051.28 65
6.350 2,051.28 360,000.00
BURBANK CA 91504 2 11/04/98 00
1994246 05 01/01/99 0
1994246 O 12/01/13
0
1853657 439/439 F 267,000.00 ZZ
180 266,161.28 1
2942 KEMPTON DR 7.050 2,407.35 74
6.800 2,407.35 365,000.00
LOS ALAMITOS CA 90720 2 11/05/98 00
1994492 05 01/01/99 0
1994492 O 12/01/13
0
1853658 439/439 F 435,000.00 ZZ
180 433,597.52 1
651 PARROTT DR 6.750 3,849.36 58
6.500 3,849.36 760,000.00
SAN MATEO CA 94402 2 11/04/98 00
1994804 05 01/01/99 0
1994804 O 12/01/13
0
1853659 439/439 F 472,400.00 ZZ
180 470,883.51 1
1015 BALBOA AVE 6.800 4,193.42 70
6.550 4,193.42 675,000.00
PACIFIC GROVE CA 93950 2 11/09/98 00
1994873 05 01/01/99 0
1994873 O 12/01/13
0
1
1853660 439/439 F 251,500.00 ZZ
180 250,699.61 1
16401 MONTE CRISTO DRIVE 6.900 2,246.52 70
6.650 2,246.52 360,000.00
HACIENDA HEIGHT CA 91745 2 11/10/98 00
1995349 05 01/01/99 0
1995349 O 12/01/13
0
1853661 439/439 F 377,000.00 ZZ
180 375,836.21 1
5511 EMERYWOOD DRIVE 7.250 3,441.50 74
7.000 3,441.50 510,000.00
BUENA PARK CA 90621 2 11/16/98 00
1995408 05 01/01/99 0
1995408 O 12/01/13
0
1853662 439/439 F 244,000.00 ZZ
180 243,214.58 1
15915 LA RENA CT 6.950 2,186.33 64
6.700 2,186.33 383,000.00
MORGAN HILL CA 95037 2 11/05/98 00
1995491 05 01/01/99 0
1995491 O 12/01/13
0
1853663 439/439 F 271,000.00 ZZ
180 270,126.27 1
4061 CIENEGA RD 6.750 2,398.11 45
6.500 2,398.11 608,000.00
HOLLISTER CA 95023 2 10/30/98 00
1995865 05 01/01/99 0
1995865 O 12/01/13
0
1853664 439/439 F 260,000.00 ZZ
180 81,973.33 1
15952 SW 11TH ST 7.350 2,388.13 90
7.100 2,388.13 290,000.00
PEMBROKE PINES FL 33027 1 11/13/98 10
1996343 03 01/01/99 12
1996343 O 12/01/13
0
1853665 439/439 F 379,600.00 ZZ
180 378,412.76 1
1
3615 CRESCENT CIRCLE 7.100 3,433.21 80
6.850 3,433.21 474,500.00
SANTA ROSA CA 95403 1 10/26/98 00
1996612 05 01/01/99 0
1996612 O 12/01/13
0
1853667 439/439 F 285,000.00 ZZ
180 284,048.91 1
508 GLADE DR 6.350 2,459.22 80
6.100 2,459.22 358,000.00
SANTA PAULA CA 93060 2 11/16/98 00
1997119 05 01/01/99 0
1997119 O 12/01/13
0
1853668 439/439 F 263,500.00 ZZ
180 262,686.58 1
818 FALCON AVE 7.250 2,405.40 72
7.000 2,405.40 370,000.00
DAVIS CA 95616 2 11/21/98 00
1997264 05 01/01/99 0
1997264 O 12/01/13
0
1853669 439/439 F 492,000.00 ZZ
180 490,379.15 1
6311 HIGHLAND PLACE 6.500 4,285.85 80
6.250 4,285.85 615,000.00
SEBASTOPOL CA 95472 1 11/03/98 00
1997825 05 01/01/99 0
1997825 O 12/01/13
0
1853671 439/439 F 650,000.00 ZZ
180 647,993.47 1
30029 AVENIDA CELESTIAL 7.250 5,933.61 80
7.000 5,933.61 815,000.00
PALOS VERDES PE CA 90274 2 11/20/98 00
1998213 05 01/01/99 0
1998213 O 12/01/13
0
1853673 543/543 F 397,500.00 ZZ
180 392,493.54 1
31 HAZELTINE DRIVE 7.125 3,600.68 75
6.875 3,600.68 530,000.00
CUMBERLAND ME 04105 2 08/14/98 00
7210676895 05 10/01/98 0
1
7210676895 O 09/01/13
0
1853674 439/439 F 370,000.00 ZZ
180 368,765.25 1
548 REISLING TERRACE 6.350 3,192.67 78
6.100 3,192.67 475,000.00
CHULA VISTA CA 91913 2 11/12/98 00
1998688 05 01/01/99 0
1998688 O 12/01/13
0
1853676 439/439 F 322,500.00 ZZ
180 321,437.55 1
22801 TOSTON 6.500 2,809.33 63
6.250 2,809.33 515,000.00
MISSION VIEJO CA 92692 2 11/16/98 00
1998730 05 01/01/99 0
1998730 O 12/01/13
0
1853677 439/439 F 248,000.00 ZZ
180 247,224.34 1
2972 HIDDEN LN 7.100 2,242.99 80
6.850 2,242.99 310,000.00
HAYWARD CA 94541 2 11/16/98 00
1999316 05 01/01/99 0
1999316 O 12/01/13
0
1853678 439/439 F 325,000.00 ZZ
180 323,943.07 1
1131 LUCINDA WAY 6.650 2,857.97 74
6.400 2,857.97 440,000.00
TUSTIN CA 92780 2 11/06/98 00
1999583 05 01/01/99 0
1999583 O 12/01/13
0
1853679 439/439 F 420,000.00 ZZ
180 418,686.40 1
2201 EDGEBROOKE LANE 7.100 3,798.60 74
6.850 3,798.60 570,000.00
LISLE IL 60532 1 11/30/98 00
1999685 05 01/01/99 0
1999685 O 12/01/13
0
1
1853680 J95/J95 F 265,500.00 ZZ
180 263,801.57 1
196 HIGHLAND ROAD 6.875 2,367.88 90
6.625 2,367.88 295,000.00
DAHLONEGA GA 30533 2 10/29/98 12
10569218 05 12/01/98 12
10569218 O 11/01/13
0
1853681 439/439 F 565,000.00 ZZ
180 562,119.38 1
4370 ARCADIA DR 7.050 5,094.19 57
6.800 5,094.19 1,000,000.00
SAN DIEGO CA 92103 2 11/18/98 00
2000320 05 01/01/99 0
2000320 O 12/01/13
0
1853682 439/439 F 248,500.00 ZZ
180 247,722.78 1
1565 AGAVE AVE 7.100 2,247.51 73
6.850 2,247.51 345,000.00
LA HABRA CA 90631 2 11/16/98 00
2001052 05 01/01/99 0
2001052 O 12/01/13
0
1853683 439/439 F 292,000.00 ZZ
180 291,054.67 1
6892 AUBURN DR 6.800 2,592.04 79
6.550 2,592.04 370,000.00
HUNTINGTON BEAC CA 92647 2 11/20/98 00
2001700 05 01/01/99 0
2001700 O 12/01/13
0
1853684 439/439 F 325,000.00 ZZ
180 321,115.27 1
16822 BARUNA LN 6.300 2,795.49 41
6.050 2,795.49 810,000.00
HUNTINGTON BEAC CA 92649 2 11/24/98 00
2001704 05 01/01/99 0
2001704 O 12/01/13
0
1853685 439/439 F 271,800.00 ZZ
180 270,838.75 2
1335-1337 W 13TH ST 6.950 2,435.43 75
6.700 2,435.43 362,500.00
1
LOS ANGELES CA 90732 1 11/18/98 00
2001928 05 01/01/99 0
2001928 O 12/01/13
0
1853686 439/439 F 332,000.00 ZZ
180 330,484.05 1
11631 VISTA MAR 7.350 3,049.45 44
7.100 3,049.45 770,000.00
SANTA ANA AREA CA 92705 2 11/20/98 00
2002276 05 01/01/99 0
2002276 O 12/01/13
0
1853687 439/439 F 470,000.00 ZZ
180 468,484.67 1
220 W SPRUCE STREET 6.750 4,159.08 53
6.500 4,159.08 900,000.00
SAN DIEGO CA 92103 2 11/17/98 00
2002671 05 01/01/99 0
2002671 O 12/01/13
0
1853688 439/439 F 315,000.00 ZZ
180 315,000.00 1
1639 WELLINGTON ROAD 6.850 2,804.96 90
6.600 2,804.96 350,000.00
LOS ANGELES CA 90019 1 11/25/98 10
2004886 05 02/01/99 12
2004886 O 01/01/14
0
1853703 543/543 F 280,000.00 T
180 274,678.57 1
21 C WESTWAY 7.125 2,536.33 63
6.875 2,536.33 450,000.00
CENTER LOVELL ME 04051 2 06/30/98 00
7210591928 05 08/01/98 0
7210591928 O 07/01/13
0
1853709 J95/J95 F 600,000.00 ZZ
180 598,086.37 1
44571 MONTCLAIRE COURT 6.875 5,351.13 60
6.625 5,351.13 1,000,000.00
FREMONT CA 94539 2 11/05/98 00
13465810 05 01/01/99 0
13465810 O 12/01/13
0
1
1853732 543/543 F 375,000.00 ZZ
180 364,927.31 1
40 JUDGES HILL DRIVE 6.500 3,266.66 62
6.250 3,266.66 610,000.00
NORWELL MA 02061 5 04/15/98 00
7210448955 05 06/01/98 0
7210448955 O 05/01/13
0
1853734 J95/J95 F 302,900.00 ZZ
180 301,024.27 1
5784 KREMERS LANE 7.250 2,765.06 85
7.000 2,765.06 360,000.00
LAPORTE CO 80535 2 10/26/98 14
13602396 05 12/01/98 6
13602396 O 11/01/13
0
1853934 882/G01 F 490,000.00 ZZ
180 490,000.00 1
1401 NO. VENETIAN WAY 6.875 4,370.09 63
6.625 4,370.09 780,000.00
MIAMI BEACH FL 33139 2 12/07/98 00
0431143361 05 02/01/99 0
980535 O 01/01/14
0
1853943 543/543 F 300,000.00 ZZ
180 293,328.35 1
12 WAITES LANDING ROAD 7.125 2,717.50 47
6.875 2,717.50 650,000.00
FALMOUTH ME 04105 5 05/18/98 00
7210585202 05 07/01/98 0
7210585202 O 06/01/13
0
1853951 543/543 F 400,000.00 ZZ
180 387,821.20 1
20 OLD MAST ROAD 6.625 3,511.98 73
6.375 3,511.98 550,000.00
YORK ME 03909 2 02/25/98 00
7210429236 05 05/01/98 0
7210429236 O 04/01/13
0
1853960 543/543 F 359,920.00 ZZ
180 350,151.39 1
1
LOT 134 RAFFAELE DRIVE 6.375 3,110.62 80
6.125 3,110.62 449,900.00
WALTHAM MA 02154 1 04/17/98 00
7210406200 05 06/01/98 0
7210406200 O 05/01/13
0
1853961 543/543 F 346,000.00 ZZ
180 338,141.26 1
22 SAXON LANE 6.875 3,085.82 72
6.625 3,085.82 485,000.00
SHREWSBURY MA 01545 2 05/01/98 00
7210508155 05 07/01/98 0
7210508155 O 06/01/13
0
1854030 543/543 F 553,000.00 ZZ
180 538,903.15 1
THE POINTE AT KEHAIL POINT 7.125 5,009.25 66
6.875 5,009.25 840,000.00
WESTPORT ME 04496 2 04/21/98 00
7210436752 05 06/01/98 0
7210436752 O 05/01/13
0
1854032 543/543 F 346,400.00 ZZ
180 340,871.46 1
52 BASIN ISLAND DRIVE 7.000 3,113.55 73
6.750 3,113.55 475,000.00
STANDISH ME 04084 5 07/09/98 00
7210563662 05 09/01/98 0
7210563662 O 08/01/13
0
1854034 543/543 F 251,000.00 ZZ
180 246,864.38 1
26 NEAL GATE STREET 6.625 2,203.77 58
6.375 2,203.77 440,000.00
SCITUATE MA 02066 2 07/09/98 00
7210586573 05 09/01/98 0
7210586573 O 08/01/13
0
1854035 543/543 F 900,000.00 ZZ
180 872,877.58 1
321 BEACON STREET 6.750 7,964.19 45
6.500 7,964.19 2,000,000.00
BOSTON MA 02116 2 03/03/98 00
7210421547 05 05/01/98 0
1
7210421547 O 04/01/13
0
1854037 543/543 F 249,100.00 ZZ
180 241,629.89 1
28 APPLEBY ROAD 6.625 2,187.09 48
6.375 2,187.09 525,000.00
WELLESLEY MA 02181 2 03/02/98 00
7210442535 05 05/01/98 0
7210442535 O 04/01/13
0
1854038 543/543 F 296,000.00 ZZ
180 291,326.03 1
121 SCHOOL STREET 7.125 2,681.26 80
6.875 2,681.26 370,000.00
CONCORD NH 03301 1 07/10/98 00
7210578504 05 09/01/98 0
7210578504 O 08/01/13
0
1854087 K08/G01 F 80,000.00 ZZ
180 80,000.00 1
225 N. LAKESHORE DRIVE 7.125 724.66 57
6.875 724.66 142,000.00
HYPOLUXO FL 33462 1 12/10/98 00
0411170012 09 02/01/99 0
411170012 O 01/01/14
0
1854104 543/543 F 342,000.00 ZZ
180 335,127.74 1
125 HILL STREET 6.625 3,002.74 71
6.375 3,002.74 485,000.00
TOPSFIELD MA 01983 2 06/22/98 00
7210587167 05 08/01/98 0
7210587167 O 07/01/13
0
1854113 543/543 F 315,000.00 ZZ
180 296,793.29 1
424 TWIN LAKES ROAD 7.500 2,920.09 70
7.250 2,920.09 450,000.00
TACONIC CT 06079 5 12/23/97 00
7210274128 05 02/01/98 0
7210274128 O 01/01/13
0
1
1854114 543/543 F 375,000.00 ZZ
180 368,614.68 1
576 DORSEVILLE ROAD 6.875 3,344.46 66
6.625 3,344.46 570,000.00
PITTSBURGH PA 15238 2 07/06/98 00
7210577837 05 09/01/98 0
7210577837 O 08/01/13
0
1854116 543/543 F 241,000.00 ZZ
180 237,136.50 1
5396 MONTAGUE WAY 7.000 2,166.18 66
6.750 2,166.18 369,000.00
ROANOKE VA 24018 5 07/16/98 00
7210655815 05 09/01/98 0
7210655815 O 08/01/13
0
1854117 543/543 F 299,200.00 ZZ
180 291,595.90 1
23 SYLVAN GLEN 7.250 2,731.29 79
7.000 2,731.29 380,000.00
FAIRPORT NY 14450 1 04/17/98 00
7210395776 05 06/01/98 0
7210395776 O 05/01/13
0
1854154 J95/J95 F 340,000.00 ZZ
180 337,871.54 1
7200 ROUND HILL ROAD 7.125 3,079.83 80
6.875 3,079.83 425,000.00
MCKINNEY TX 75070 2 10/08/98 00
0013353263 03 12/01/98 0
0013353263 O 11/01/13
0
1854160 J95/J95 F 340,000.00 ZZ
180 337,709.63 1
21 GAIT COURT 6.750 3,008.69 80
6.500 3,008.69 425,000.00
SAN RAMON CA 94583 2 10/14/98 00
0013465893 03 12/01/98 0
0013465893 O 11/01/13
0
1854174 956/G01 F 296,000.00 ZZ
180 295,014.32 1
3627 FLORIAN STREET 6.375 2,558.18 80
6.125 2,558.18 370,000.00
1
PLEASANTON CA 94588 1 11/25/98 00
0431136936 03 01/01/99 0
508110224 O 12/01/13
0
1854176 956/G01 F 247,000.00 ZZ
180 246,220.72 1
3937 GREENWOOD AVENUE 7.000 2,220.11 78
6.750 2,220.11 319,000.00
OAKLAND CA 94602 2 11/18/98 00
0431136969 05 01/01/99 0
708100688 O 12/01/13
0
1854182 543/543 F 286,000.00 ZZ
180 277,248.68 1
12 GOOSEFARE LANE 6.750 2,530.85 80
6.500 2,530.85 360,000.00
KENNEBUNKPORT ME 04046 2 03/05/98 00
7210421612 05 05/01/98 0
7210421612 O 04/01/13
0
1854204 830/G01 F 222,500.00 ZZ
180 221,790.36 1
5314 BACKTRAIL DRIVE 6.875 1,984.38 75
6.625 1,984.38 300,000.00
AUSTIN TX 78731 2 12/02/98 00
0431141993 05 01/01/99 0
540698 O 12/01/13
0
1854363 637/G01 F 345,000.00 ZZ
180 343,923.32 1
25632 PACIFIC CREST DRIVE 7.125 3,125.12 75
6.875 3,125.12 460,000.00
MNISSION VIEJO CA 92692 5 11/12/98 00
0431144393 03 01/01/99 0
0015103336 O 12/01/13
0
1854378 637/G01 F 288,000.00 ZZ
180 287,051.21 1
2631 SADDLE RIDGE DRIVE 6.500 2,508.79 80
6.250 2,508.79 360,000.00
COVINA CA 91724 2 11/16/98 00
0431142272 03 01/01/99 0
4305355 O 12/01/13
0
1
1854383 K08/G01 F 73,000.00 ZZ
180 73,000.00 1
1777 CRYSTAL LANE UNIT #202 7.375 671.54 64
7.125 671.54 115,000.00
MOUNT PROSPECT IL 60056 5 12/03/98 00
0411146830 08 02/01/99 0
411146830 O 01/01/14
0
1854387 637/G01 F 307,000.00 ZZ
180 306,020.85 1
18460 MONTPERE WAY 6.875 2,738.00 70
6.625 2,738.00 440,000.00
SARATOGA CA 95070 1 11/13/98 00
0431148642 05 01/01/99 0
0012775357 O 12/01/13
0
1854404 J95/J95 F 254,750.00 ZZ
180 253,102.70 1
28728 TIMBERLANE STREET 6.750 2,254.31 74
6.500 2,254.31 345,000.00
AGOURA HILLS CA 91301 2 10/09/98 00
0013297817 05 12/01/98 0
0013297817 O 11/01/13
0
1854428 J95/J95 F 353,600.00 ZZ
180 351,338.00 1
5708 145TH AVENUE SOUTHEAST 6.875 3,153.60 65
6.625 3,153.60 550,000.00
BELLEVUE WA 98006 2 10/16/98 00
0013351416 05 12/01/98 0
0013351416 O 11/01/13
0
1854443 J95/J95 F 385,000.00 ZZ
180 383,772.09 1
3555 THORN ROAD 6.875 3,433.64 55
6.625 3,433.64 700,000.00
SEBASTOPOL CA 95472 2 11/03/98 00
0013376181 05 01/01/99 0
0013376181 O 12/01/13
0
1854447 356/G01 F 308,000.00 ZZ
180 308,000.00 1
1
2391 IRONWOOD PL 6.875 2,746.92 39
6.625 2,746.92 800,000.00
ALAMO CA 94507 5 11/23/98 00
0431134220 05 02/01/99 0
2632040 O 01/01/14
0
1854484 F88/G01 F 455,000.00 ZZ
180 455,000.00 1
5002 JACOBS COURT 6.750 4,026.34 70
6.500 4,026.34 650,000.00
(AGOURA AREA) CA 91301 2 12/02/98 00
0431152412 03 02/01/99 0
29810027 O 01/01/14
0
1854495 637/G01 F 246,000.00 ZZ
180 245,215.41 1
53285 E TERRA FERN DRIVE 6.875 2,193.97 76
6.625 2,193.97 325,000.00
SANDY OR 97055 2 11/20/98 00
0431136753 05 01/01/99 0
8021743 O 12/01/13
0
1854502 637/G01 F 375,000.00 ZZ
180 373,803.98 1
64 DAVIS ROAD 6.875 3,344.46 70
6.625 3,344.46 540,000.00
ORINDA CA 94563 2 11/18/98 00
0431144591 03 01/01/99 0
0010153997 O 12/01/13
0
1854510 E67/G01 F 450,000.00 ZZ
180 450,000.00 1
21800 BUTTE RANCH ROAD 6.625 3,950.97 53
6.375 3,950.97 860,000.00
BEND OR 97702 2 12/09/98 00
0431136860 05 02/01/99 0
150024013 O 01/01/14
0
1854600 K08/G01 F 60,000.00 ZZ
180 60,000.00 1
5011 HILLCREST ROAD 7.000 539.30 54
6.750 539.30 112,000.00
BILLINGS MT 59101 2 12/04/98 00
0411112725 05 02/01/99 0
1
411112725 O 01/01/14
0
1854630 356/G01 F 310,000.00 ZZ
180 310,000.00 1
7896 PINEVILLE CIRCLE 6.875 2,764.75 75
6.625 2,764.75 415,000.00
CASTRO VALLEY CA 94552 2 11/23/98 00
0431137710 03 02/01/99 0
2609329 O 01/01/14
0
1854633 356/G01 F 250,000.00 ZZ
180 250,000.00 1
2048 GINNEVER STREET 6.875 2,229.64 63
6.625 2,229.64 400,000.00
SAN MATEO CA 94403 2 11/24/98 00
0431137660 05 02/01/99 0
2649564 O 01/01/14
0
1854679 J95/J95 F 550,000.00 ZZ
180 546,327.27 1
705 MALVERN AVENUE 6.375 4,753.38 65
6.125 4,753.38 850,000.00
BALTIMORE MD 21204 2 10/30/98 00
0009549627 05 12/01/98 0
0009549627 O 11/01/13
0
1854788 367/367 F 300,000.00 ZZ
180 300,000.00 1
3425 GREENTREE DRIVE 7.250 2,738.59 55
7.000 2,738.59 550,000.00
FALLS CHURCH VA 22041 5 11/25/98 00
98101267 05 02/01/99 0
98101267 O 01/01/14
0
1854796 E82/G01 F 50,000.00 T
180 50,000.00 1
8397-E MONTGOMERY RUN ROAD 7.250 456.43 67
7.000 456.43 75,000.00
ELLICOTT CITY MD 21043 1 12/15/98 00
0400168852 01 02/01/99 0
400168852 O 01/01/14
0
1
1854844 638/G01 F 256,000.00 ZZ
180 255,156.64 1
11545 VIA PLAYA DE CORTES 6.500 2,230.03 80
6.250 2,230.03 320,000.00
SAN DIEGO CA 92124 5 11/09/98 00
0431137884 03 01/01/99 0
8806031 O 12/01/13
0
1854874 638/G01 F 66,000.00 ZZ
180 66,000.00 1
14 UTZ LANE 7.375 607.15 58
7.125 607.15 115,000.00
KENNEDY TOWNSHI PA 15108 2 12/01/98 00
0431136522 05 02/01/99 0
08813938 O 01/01/14
0
1854923 K08/G01 F 58,000.00 ZZ
180 58,000.00 1
8050 RACHAEL WYND DRIVE 7.500 537.67 35
7.250 537.67 168,000.00
LELAND NC 28451 5 12/03/98 00
0411154669 05 02/01/99 0
411154669 O 01/01/14
0
1855023 562/562 F 207,000.00 ZZ
180 207,000.00 1
12 DEER RUN 6.750 1,831.77 32
6.500 1,831.77 665,000.00
RYE BROOK NY 10573 2 12/15/98 00
581355 05 02/01/99 0
581355 O 01/01/14
0
1855133 F88/G01 F 137,900.00 ZZ
180 137,455.40 1
2320 CALLE MIMOSA 6.750 1,220.29 70
6.500 1,220.29 197,000.00
THOUSAND OAKS CA 91360 1 11/24/98 00
0431141621 05 01/01/99 0
29810069 O 12/01/13
0
1855150 K08/G01 F 98,000.00 ZZ
180 98,000.00 1
107 COURTES AVENUE 7.250 894.61 70
7.000 894.61 140,000.00
1
ROYAL PALM BEAC FL 33411 2 12/07/98 00
0411130982 05 02/01/99 0
411130982 O 01/01/14
0
1855217 966/G01 F 548,600.00 ZZ
180 548,600.00 1
1312 MONTSERRAT CIRCLE 7.000 4,930.97 71
6.750 4,930.97 775,000.00
HEATH TX 75032 5 12/08/98 00
0431137116 05 02/01/99 0
30008484 O 01/01/14
0
1855219 830/G01 F 65,000.00 ZZ
180 65,000.00 1
36846 NORTH TERRY DRIVE EAST 7.250 593.36 55
7.000 593.36 119,000.00
LAKE VILLA IL 60046 5 12/09/98 00
0431144351 05 02/01/99 0
540011 O 01/01/14
0
1855224 356/G01 F 400,000.00 ZZ
180 400,000.00 1
563 ROSSO COURT 6.875 3,567.42 60
6.625 3,567.42 670,000.00
PLEASANTON CA 94566 2 11/27/98 00
0431140110 03 02/01/99 0
2654408 O 01/01/14
0
1855226 356/G01 F 440,000.00 ZZ
180 440,000.00 1
44907 COUGAR CIRCLE 6.875 3,924.16 65
6.625 3,924.16 680,000.00
FREMONT CA 94539 2 11/23/98 00
0431140144 05 02/01/99 0
2625481 O 01/01/14
0
1855236 356/G01 F 263,000.00 ZZ
180 263,000.00 1
1576 CALYPSO DRIVE 7.000 2,363.92 60
6.750 2,363.92 440,000.00
APTOS CA 95003 2 11/24/98 00
0431151778 05 02/01/99 0
2632842 O 01/01/14
0
1
1855238 356/G01 F 295,000.00 ZZ
180 295,000.00 1
3575 SLOPEVIEW DR 6.875 2,630.98 72
6.625 2,630.98 415,000.00
SAN JOSE CA 95148 2 11/23/98 00
0431140177 05 02/01/99 0
2649242 O 01/01/14
0
1855241 356/G01 F 300,000.00 ZZ
180 300,000.00 1
39 SUGAR PINE LANE 7.125 2,717.50 48
6.875 2,717.50 625,000.00
DANVILLE CA 94506 2 11/23/98 00
0431140169 03 02/01/99 0
2663003 O 01/01/14
0
1855414 L49/G01 F 468,750.00 ZZ
180 468,750.00 1
1058 SOUTH SUNSTREAM LANE 6.750 4,148.01 75
6.500 4,148.01 625,000.00
ANAHEIM CA 92808 1 12/01/98 00
0431139963 03 02/01/99 0
10001219 O 01/01/14
0
1855455 E48/E48 F 270,000.00 ZZ
180 269,148.16 1
5541 COTTONPORT DRIVE 7.000 2,426.84 72
6.750 2,426.84 375,000.00
BRENTWOOD TN 37027 2 11/12/98 00
10980478 03 01/01/99 0
10980478 O 12/01/13
0
1855456 369/G01 F 285,000.00 ZZ
180 283,137.19 1
3679 CAMINO MARGLESA 6.625 2,502.28 75
6.375 2,502.28 385,000.00
ESCONDIDO CA 92025 2 10/01/98 00
0431144682 03 12/01/98 0
0070764147 O 11/01/13
0
1855464 369/G01 F 262,500.00 ZZ
180 261,662.79 1
1
1017 185TH AVENUE NE 6.875 2,341.12 75
6.625 2,341.12 350,000.00
BELLEVUE WA 98008 2 11/03/98 00
0431141795 03 01/01/99 0
61492609 O 12/01/13
0
1855511 E38/G01 F 100,000.00 ZZ
180 100,000.00 1
1190 SOUTH STATE STREET 7.000 898.83 65
6.750 898.83 155,000.00
GENOLA UT 84655 5 12/08/98 00
0431144542 05 02/01/99 0
984904 O 01/01/14
0
1855544 K68/G01 F 315,000.00 ZZ
180 315,000.00 1
1915 PETIT BOIS NORTH 6.250 2,700.89 79
6.000 2,700.89 400,000.00
JACKSON MS 39211 2 12/04/98 00
0431158955 05 02/01/99 0
0037313 O 01/01/14
0
1855595 H22/G01 F 234,000.00 ZZ
180 234,000.00 1
30-40 72ND STREET 6.625 2,054.51 69
6.375 2,054.51 341,000.00
JACKSON HEIGHTS NY 11370 2 12/10/98 00
0431141118 05 02/01/99 0
9810005 O 01/01/14
0
1855612 H22/G01 F 151,000.00 ZZ
180 151,000.00 1
40-26 194TH STREET 6.500 1,315.37 74
6.250 1,315.37 205,000.00
FLUSHING NY 11358 2 12/10/98 00
0431141134 05 02/01/99 0
9810013 O 01/01/14
0
1855642 K08/G01 F 120,000.00 ZZ
180 120,000.00 1
9 DILLON ROAD 7.125 1,087.00 46
6.875 1,087.00 265,000.00
LARCHMONT NY 10538 2 12/09/98 00
0411176852 05 02/01/99 0
1
411176852 O 01/01/14
0
1855652 K08/G01 F 500,000.00 ZZ
180 500,000.00 1
1090 KLAMATH DRIVE 6.875 4,459.27 40
6.625 4,459.27 1,250,000.00
MENLO PARK CA 94025 5 12/09/98 00
0411156565 05 02/01/99 0
411156565 O 01/01/14
0
1855708 B85/G01 F 310,000.00 ZZ
120 310,000.00 1
132 ROSALIE ROAD 7.125 3,619.37 58
6.875 3,619.37 535,000.00
NEWTON MA 02159 2 12/11/98 00
0431153204 05 02/01/99 0
315246 O 01/01/09
0
1855713 J95/J95 F 320,000.00 ZZ
180 317,885.87 1
7045 HILLGREEN DRIVE 6.500 2,787.54 61
6.250 2,787.54 530,000.00
DALLAS TX 75214 2 10/09/98 00
13256391 05 12/01/98 0
13256391 O 11/01/13
0
1855720 J95/J95 F 304,000.00 ZZ
180 302,096.91 1
8234 E. CARAWAY ROAD 7.125 2,753.73 76
6.875 2,753.73 400,000.00
MANCHESTER WA 98353 5 10/07/98 00
13352380 05 12/01/98 0
13352380 O 11/01/13
0
1855737 893/G01 F 300,000.00 ZZ
180 300,000.00 1
225 ALBERTA AVENUE 6.750 2,654.73 60
6.500 2,654.73 500,000.00
SAN CARLOS CA 94070 5 12/07/98 00
0431140706 05 02/01/99 0
98100093 O 01/01/14
0
1
1855749 K08/G01 F 78,000.00 ZZ
180 78,000.00 1
2508 PARADISE CIRCLE 7.125 706.55 76
6.875 706.55 103,000.00
KISSIMMEE FL 34741 2 12/08/98 00
0411177272 05 02/01/99 0
411177272 O 01/01/14
0
1855755 964/G01 F 280,000.00 ZZ
180 279,126.17 1
1089 EASTWOOD COURT 7.125 2,536.33 33
6.875 2,536.33 850,900.00
LOS ALTOS CA 94024 5 11/04/98 00
0431139195 05 01/01/99 0
44350 O 12/01/13
0
1855785 K08/G01 F 118,000.00 ZZ
180 118,000.00 1
800 CARRION CIRCLE 7.125 1,068.88 80
6.875 1,068.88 147,500.00
WINTERS CA 95694 2 12/04/98 00
0411164262 05 02/01/99 0
411164262 O 01/01/14
0
1855828 815/G01 F 450,000.00 ZZ
180 448,592.57 1
1151 SHADOW OAK DRIVE 7.100 4,069.93 72
6.850 4,069.93 630,000.00
MALVERN PA 19355 2 11/12/98 00
0431140029 05 01/01/99 0
100930 O 12/01/13
0
1855834 815/G01 F 649,000.00 ZZ
180 642,821.40 1
224 FOSTER STREET 7.000 5,833.40 52
6.750 5,833.40 1,250,000.00
NORTH ANDOVER MA 01845 2 09/14/98 00
0431144211 05 11/01/98 0
100602 O 10/01/13
0
1855871 K08/G01 F 320,000.00 ZZ
180 320,000.00 1
11269 EAST DEL TIMBRE DRIVE 7.125 2,898.66 58
6.875 2,898.66 560,000.00
1
SCOTTSDALE AZ 85259 5 12/07/98 00
0411051659 03 02/01/99 0
411051659 O 01/01/14
0
1855875 K08/G01 F 77,000.00 ZZ
180 77,000.00 1
2621 VALLEY VIEW DRIVE 6.875 686.73 69
6.625 686.73 112,000.00
DENVER CO 80221 2 12/03/98 00
0411144744 05 02/01/99 0
411144744 O 01/01/14
0
1855907 462/462 F 308,150.00 ZZ
180 307,167.19 1
2958 BLAKEMAN AVENUE 6.875 2,748.25 95
6.625 2,748.25 324,500.00
ROWLAND HEIGHTS CA 91748 1 11/05/98 12
9823312048 03 01/01/99 30
9823312048 O 12/01/13
0
1855916 462/462 F 131,100.00 ZZ
180 130,672.73 1
9614 WINTER PARK DRIVE 6.625 1,151.05 80
6.375 1,151.05 163,890.00
FRISCO TX 75035 1 11/24/98 00
0005918602 05 01/01/99 0
0005918602 O 12/01/13
0
1855919 A26/G01 F 498,000.00 ZZ
180 498,000.00 1
975 EAST 23RD AVENUE 6.750 4,406.85 53
6.500 4,406.85 955,000.00
BROOKLYN NY 11210 2 12/09/98 00
0431163013 05 02/01/99 0
10815 O 01/01/14
0
1855948 E82/G01 F 844,000.00 ZZ
180 844,000.00 1
994 GARRETT MILL ROAD 6.875 7,527.25 68
6.625 7,527.25 1,250,000.00
NEWTOWN SQUARE PA 19073 2 12/16/98 00
0400169264 05 02/01/99 0
1751634 O 01/01/14
0
1
1855964 462/462 F 227,150.00 ZZ
180 226,425.53 1
126 CARIBBEAN DRIVE 6.875 2,025.85 48
6.625 2,025.85 475,000.00
KEY LARGO FL 33037 1 11/20/98 00
0006259006 03 01/01/99 0
0006259006 O 12/01/13
0
1855968 K08/G01 F 76,000.00 ZZ
180 76,000.00 1
766 HANCE STREET 7.125 688.43 38
6.875 688.43 201,000.00
NILES MI 49120 5 12/03/98 00
0411168362 05 02/01/99 0
411168362 O 01/01/14
0
1855974 550/550 F 348,000.00 ZZ
180 341,170.73 1
17 SANDSTONE 7.000 3,127.92 24
6.750 3,127.92 1,480,000.00
PORTOLA VALLEY CA 94028 5 12/01/98 00
120271601 03 02/01/99 0
120271601 O 01/01/14
0
1855980 956/G01 F 315,000.00 ZZ
180 314,006.19 1
7538 NORMANDY WAY 7.000 2,831.31 49
6.750 2,831.31 650,000.00
CUPERTINO CA 95014 2 11/30/98 00
0431153659 05 01/01/99 0
108100290 O 12/01/13
0
1855990 462/462 F 296,000.00 ZZ
180 295,024.85 1
2350 KENSINGTON BLVD 6.500 2,578.48 80
6.250 2,578.48 370,000.00
DAVIE FL 33325 1 11/09/98 00
0006246706 03 01/01/99 0
0006246706 O 12/01/13
0
1855997 714/G01 F 300,000.00 ZZ
180 299,032.77 1
1
11303 N RUDELLA ROAD 6.750 2,654.73 49
6.500 2,654.73 624,000.00
MEQUON WI 53092 5 11/19/98 00
0431141886 05 01/01/99 0
0000 O 12/01/13
0
1855998 462/462 F 83,950.00 T
180 83,441.33 1
17161 NW 23 ST 7.500 778.23 75
7.250 778.23 112,000.00
PEMBROKE PINES FL 33028 1 10/29/98 00
0005960307 09 12/01/98 0
0005960307 O 11/01/13
0
1856003 462/462 F 171,700.00 ZZ
180 171,152.38 1
4125 LOS ALTOS DRIVE 6.875 1,531.32 80
6.625 1,531.32 214,640.00
PLANO TX 75025 1 11/17/98 00
0006039804 05 01/01/99 0
0006039804 O 12/01/13
0
1856007 462/462 F 337,450.00 ZZ
180 335,220.56 1
6472 GLENVIEW CIRCLE 6.500 2,939.56 50
6.250 2,939.56 674,910.00
HUNTINGTON BEAC CA 92648 1 10/21/98 00
0006115208 03 12/01/98 0
0006115208 O 11/01/13
0
1856075 K08/G01 F 232,000.00 ZZ
180 232,000.00 1
4050 BERRYMAN AVENUE 6.875 2,069.10 73
6.625 2,069.10 320,000.00
CULVER CITY CA 90066 2 12/01/98 00
0411111164 05 02/01/99 0
411111164 O 01/01/14
0
1856125 E82/G01 F 583,000.00 ZZ
180 583,000.00 1
2878 WESLEY HEATH 6.625 5,118.70 77
6.375 5,118.70 765,000.00
ATLANTA GA 30327 2 12/11/98 00
0400165023 05 02/01/99 0
1
0400165023 O 01/01/14
0
1856133 920/G01 F 301,600.00 ZZ
180 301,600.00 1
2456 W 230TH STREET 7.125 2,731.99 80
6.875 2,731.99 377,000.00
TORRANCE CA 90501 2 12/17/98 00
0431162148 05 02/01/99 0
985265 O 01/01/14
0
1856134 387/G01 F 240,000.00 ZZ
180 239,267.18 1
12143 ARTIUM DRIVE 7.375 2,207.82 59
7.125 2,207.82 413,000.00
SARATOGA CA 95070 2 11/23/98 00
0431139377 03 01/01/99 0
1590280 O 12/01/13
0
1856159 387/G01 F 146,250.00 ZZ
180 145,793.58 1
1016 APPLEWOOD DRIVE 7.125 1,324.78 74
6.875 1,324.78 198,000.00
FRIENDSWOOD TX 77546 1 11/23/98 00
0431140193 03 01/01/99 0
1595636 O 12/01/13
0
1856260 K08/G01 F 296,000.00 ZZ
180 296,000.00 1
1270 NILDA AVE 6.875 2,639.89 57
6.625 2,639.89 520,000.00
MOUNTAIN VIEW CA 94040 2 12/09/98 00
0411174998 05 02/01/99 0
411174998 O 01/01/14
0
1856278 K08/G01 F 280,000.00 ZZ
180 280,000.00 1
669 VERDEMONT CIRCLE 6.750 2,477.75 73
6.500 2,477.75 388,000.00
SIMI VALLEY CA 93065 2 12/04/98 00
0411135478 03 02/01/99 0
411135478 O 01/01/14
0
1
1856364 J95/J95 F 578,000.00 ZZ
180 576,156.54 1
20561 LEONARD ROAD 6.875 5,154.92 67
6.625 5,154.92 865,000.00
SARATOGA CA 95070 2 11/09/98 00
0013466180 05 01/01/99 0
0013466180 O 12/01/13
0
1856365 J95/J95 F 250,000.00 ZZ
180 248,417.90 1
4851 WILLOW RIDGE COURT 7.000 2,247.08 68
6.750 2,247.08 370,000.00
ZIONSVILLE IN 46077 2 10/23/98 00
009520799 05 12/01/98 0
009520799 O 11/01/13
0
1856369 J95/J95 F 367,500.00 ZZ
180 366,327.90 1
13501 DEER TRAIL PLACE NE 6.875 3,277.57 64
6.625 3,277.57 580,000.00
ALBUQUERQUE NM 87111 5 11/12/98 00
0016372054 05 01/01/99 0
0016372054 O 12/01/13
0
1856371 J95/J95 F 500,000.00 ZZ
180 498,334.99 1
618 NW VIEW RIDGE WAY 6.375 4,321.26 59
6.125 4,321.26 850,000.00
CAMAS WA 98607 5 11/10/98 00
0016350118 05 01/01/99 0
0016350118 O 12/01/13
0
1856376 J95/J95 F 310,000.00 ZZ
180 307,995.44 1
4503 177TH AVENUE SE 6.750 2,743.22 53
6.500 2,743.22 594,000.00
BELLEVUE WA 98006 1 10/23/98 00
0013311717 03 12/01/98 0
0013311717 O 11/01/13
0
1856382 J95/J95 F 487,000.00 ZZ
180 485,429.87 1
1200 GRANVIA ALTAMIRA 6.750 4,309.51 60
6.500 4,309.51 820,000.00
1
PALOS VERDES ES CA 90274 2 11/02/98 00
0013510805 05 01/01/99 0
0013510805 O 12/01/13
0
1856395 J95/J95 F 290,000.00 ZZ
180 289,075.08 1
3125 OMEGA AVENUE 6.875 2,586.38 82
6.625 2,586.38 355,000.00
SIMI VALLEY CA 93063 2 11/13/98 04
0013625124 05 01/01/99 12
0013625124 O 12/01/13
0
1856400 J95/J95 F 285,000.00 ZZ
180 284,071.16 1
2220 N "L" DRIVE 6.625 2,502.28 75
6.375 2,502.28 380,000.00
WASHOUGAL WA 98671 5 11/02/98 00
000 05 01/01/99 0
000 O 12/01/13
0
1856435 069/G01 F 415,000.00 ZZ
180 413,676.41 1
2800 TERRAZA PLACE 6.875 3,701.20 68
6.625 3,701.20 615,000.00
FULLERTON CA 92835 1 11/04/98 00
0431157221 05 01/01/99 0
2362303303 O 12/01/13
0
1856596 B60/G01 F 358,250.00 ZZ
180 358,250.00 1
8715 EAST CLOUDVIEW WAY 6.500 3,120.74 79
6.250 3,120.74 454,990.00
ANAHEIM CA 92808 1 12/09/98 00
0431158484 03 02/01/99 0
255499 O 01/01/14
0
1856621 K08/G01 F 517,500.00 ZZ
180 517,500.00 1
642 PILGRAM 7.000 4,651.44 75
6.750 4,651.44 690,000.00
BIRMINGHAM MI 48009 5 12/11/98 00
0410848394 05 02/01/99 0
410848394 O 01/01/14
0
1
1856716 387/G01 F 322,500.00 ZZ
180 321,471.43 1
8528 BEAUFORT DRIVE 6.875 2,876.23 75
6.625 2,876.23 430,000.00
FULTON MD 20759 5 11/17/98 00
0431148253 03 01/01/99 0
0001580398 O 12/01/13
0
1856746 E82/G01 F 271,000.00 ZZ
180 271,000.00 1
3125 MONTANA LANE 6.750 2,398.10 41
6.500 2,398.10 675,000.00
CLAREMONT CA 91711 2 12/14/98 00
0400164471 05 02/01/99 0
400164471 O 01/01/14
0
1856784 638/G01 F 347,000.00 ZZ
180 347,000.00 1
2931 NORTH LAMER STREET 6.875 3,094.73 73
6.625 3,094.73 480,000.00
BURBANK CA 91504 2 12/01/98 00
0431145531 05 02/01/99 0
08826824 O 01/01/14
0
1856813 638/G01 F 286,000.00 ZZ
180 285,067.90 1
115 HARDIE DRIVE 6.625 2,511.06 59
6.375 2,511.06 485,000.00
MORAGA CA 94556 2 11/19/98 00
0431145317 05 01/01/99 0
08821043 O 12/01/13
0
1856816 638/G01 F 380,000.00 ZZ
180 378,801.12 1
46190 DE LUZ ROAD 7.000 3,415.55 80
6.750 3,415.55 475,000.00
TEMECULA CA 92590 5 11/25/98 00
0431145051 05 01/01/99 0
08820625 O 12/01/13
0
1856819 638/G01 F 429,000.00 ZZ
180 427,616.87 1
1
1419 SAN LUCAS COURT 6.750 3,796.26 66
6.500 3,796.26 650,000.00
SOLANA BEACH CA 92075 2 11/24/98 00
0431145606 03 01/01/99 0
08822420 O 12/01/13
0
1856833 638/G01 F 150,000.00 ZZ
180 150,000.00 1
14902 LAURELGROVE CIRCLE 6.625 1,316.99 69
6.375 1,316.99 220,000.00
IRVINE CA 92604 2 12/02/98 00
0431143601 05 02/01/99 0
08801341 O 01/01/14
0
1856871 638/G01 F 184,000.00 ZZ
180 184,000.00 1
3809 NORTH CRESTA COURT 6.750 1,628.23 62
6.500 1,628.23 300,000.00
THOUSAND OAKS CA 91360 2 11/30/98 00
0431143494 05 02/01/99 0
08829874 O 01/01/14
0
1856872 638/G01 F 178,500.00 ZZ
180 177,905.59 1
10873 FUERTE DRIVE 6.375 1,542.69 70
6.125 1,542.69 255,000.00
LAS MESA CA 91941 2 11/24/98 00
0431143627 05 01/01/99 0
1808284 O 12/01/13
0
1856874 638/G01 F 408,000.00 ZZ
180 406,655.88 1
12 SOUTH BIRCHTREE LANE 6.500 3,554.12 80
6.250 3,554.12 510,000.00
SANDY UT 84092 5 11/30/98 00
0431147545 05 01/01/99 0
8816610 O 12/01/13
0
1856878 638/G01 F 125,000.00 ZZ
180 124,601.33 1
2827 MANN AVENUE 6.875 1,114.82 50
6.625 1,114.82 255,000.00
UNION CITY CA 94587 2 11/19/98 00
0431143528 05 01/01/99 0
1
8818201 O 12/01/13
0
1856881 638/G01 F 455,000.00 ZZ
180 453,548.83 1
145 VASQUEZ AVENUE 6.875 4,057.94 70
6.625 4,057.94 650,000.00
SAN FRANCISCO CA 94127 2 11/23/98 00
0431143569 05 01/01/99 0
8824717 O 12/01/13
0
1856883 638/G01 F 89,200.00 ZZ
180 88,912.41 1
12614 135TH STREET EAST 6.750 789.34 80
6.500 789.34 111,500.00
PUYALLUP WA 98374 2 11/23/98 00
0431146174 05 01/01/99 0
8825425 O 12/01/13
0
1856920 356/G01 F 343,000.00 ZZ
180 343,000.00 1
6583 TAM O'SHANTER DR 7.000 3,082.99 68
6.750 3,082.99 505,000.00
SAN JOSE CA 95120 5 11/30/98 00
0431145580 05 02/01/99 0
2651545 O 01/01/14
0
1856922 356/G01 F 289,000.00 ZZ
180 289,000.00 1
154 ALMERIA AVENUE 6.875 2,577.46 54
6.625 2,577.46 545,000.00
FREMONT CA 94539 2 11/23/98 00
0431141340 05 02/01/99 0
2597722 O 01/01/14
0
1856926 356/G01 F 293,000.00 ZZ
180 293,000.00 1
13294 BERWICK STREET 6.875 2,613.14 59
6.625 2,613.14 500,000.00
SARATOGA CA 95070 2 11/25/98 00
0431145572 05 02/01/99 0
2654747 O 01/01/14
0
1
1856928 356/G01 F 270,000.00 ZZ
180 270,000.00 1
2811 MONTAIR PLACE 6.875 2,408.01 70
6.625 2,408.01 390,000.00
UNION CITY CA 94587 2 11/27/98 00
0431141365 05 02/01/99 0
2634640 O 01/01/14
0
1856930 356/G01 F 312,000.00 ZZ
180 312,000.00 1
40865 CANYON HEIGHTS DRIVE 6.875 2,782.59 63
6.625 2,782.59 500,000.00
FREMONT CA 94539 2 11/25/98 00
0431141373 05 02/01/99 0
2657708 O 01/01/14
0
1856934 J95/J95 F 362,500.00 ZZ
180 361,343.84 1
7477 RIVER HIGHLANDS DR 6.875 3,232.98 68
6.625 3,232.98 540,000.00
FISHERS IN 46038 2 11/06/98 00
9546896 05 01/01/99 0
9546896 O 12/01/13
0
1856937 J95/J95 F 368,000.00 ZZ
180 365,645.88 1
6726 SOUTH CONSTANCE 6.875 3,282.03 80
6.625 3,282.03 465,000.00
CHICAGO IL 60649 2 10/28/98 00
16326779 05 12/01/98 0
16326779 O 11/01/13
0
1856939 J95/J95 F 483,750.00 ZZ
180 482,190.34 1
7857 LENNOX COVE 6.750 4,280.75 75
6.500 4,280.75 645,000.00
GERMANTOWN TN 38138 5 11/13/98 00
150612067 05 01/01/99 0
150612067 O 12/01/13
0
1856941 J95/J95 F 442,000.00 ZZ
180 440,543.87 1
52 MILLBROOK STILLWATER ROAD 6.500 3,850.30 71
6.250 3,850.30 630,000.00
1
HARDWICK NJ 07825 2 11/16/98 00
9563347 05 01/01/99 0
9563347 O 12/01/13
0
1856945 J95/J95 F 397,350.00 ZZ
180 396,068.90 1
909 WILLIAM MEADE COURT 6.750 3,516.19 73
6.500 3,516.19 550,000.00
DAVIDSONVILLE MD 21035 2 11/20/98 00
9613589 05 01/01/99 0
9613589 O 12/01/13
0
1856947 F18/G01 F 293,000.00 ZZ
180 293,000.00 1
5232 EGGERS DRIVE 7.000 2,633.57 70
6.750 2,633.57 420,000.00
FREMONT CA 94536 2 12/09/98 00
0431156629 05 02/01/99 0
0000 O 01/01/14
0
1856951 J95/J95 F 340,000.00 ZZ
180 338,927.31 1
64 ANDERSON AVENUE 7.000 3,056.02 70
6.750 3,056.02 490,000.00
ENGLEWOOD NJ 07632 1 11/18/98 00
9546144 05 01/01/99 0
9546144 O 12/01/13
0
1856956 J95/J95 F 278,000.00 ZZ
180 277,113.35 1
15733 SOL SEMENTE TRAIL 6.875 2,479.36 75
6.625 2,479.36 375,000.00
REDDING CA 96001 2 11/05/98 00
13377155 05 01/01/99 0
13377155 O 12/01/13
0
1856959 J95/J95 F 600,000.00 ZZ
180 598,044.54 1
170 SOUTH PERKINS RD 6.625 5,267.96 80
6.375 5,267.96 752,197.00
MEMPHIS TN 38117 1 11/13/98 00
150613552 05 01/01/99 0
150613552 O 12/01/13
0
1
1856962 J95/J95 F 310,000.00 ZZ
180 308,967.70 1
64 SUNCREST DRIVE 6.375 2,679.18 56
6.125 2,679.18 555,000.00
SOQUEL CA 95073 2 11/02/98 00
13467964 05 01/01/99 0
13467964 O 12/01/13
0
1856966 J95/J95 F 612,000.00 ZZ
180 610,048.10 1
2930 LEAVESLEY ROAD 6.875 5,458.15 75
6.625 5,458.15 819,000.00
GILROY CA 95020 5 11/05/98 00
13462676 05 01/01/99 0
13462676 O 12/01/13
0
1857053 J95/J95 F 264,000.00 ZZ
180 263,148.83 1
5208 BRADFIELD DRIVE 6.750 2,336.17 80
6.500 2,336.17 330,000.00
BURKE VA 22015 2 11/06/98 00
16222077 05 01/01/99 0
16222077 O 12/01/13
0
1857057 J95/J95 F 256,000.00 ZZ
180 252,491.67 1
6421 WEST ORCHID LANE 6.750 2,265.37 80
6.500 2,265.37 323,000.00
CHANDLER AZ 85226 2 11/02/98 00
13534052 03 01/01/99 0
13534052 O 12/01/13
0
1857059 J95/J95 F 273,000.00 ZZ
180 271,919.83 1
838 ATLANTA COUNTRY CLUB 6.750 2,415.80 48
6.500 2,415.80 575,000.00
MARIETTA GA 30067 2 11/06/98 00
13658067 05 01/01/99 0
13658067 O 12/01/13
0
1857061 J95/J95 F 262,000.00 ZZ
180 261,146.12 1
1
4256 EAST FOREST PLEASANT PLAC 6.625 2,300.34 69
6.375 2,300.34 380,000.00
CAVE CREEK AZ 85331 2 11/01/98 00
13533799 05 01/01/99 0
13533799 O 12/01/13
0
1857062 J95/J95 F 364,000.00 ZZ
180 361,646.24 1
1000 BAY TREE LANE 6.750 3,221.08 80
6.500 3,221.08 455,000.00
DULUTH GA 30155 1 10/29/98 00
10137008 03 12/01/98 0
10137008 O 11/01/13
0
1857071 356/G01 F 368,000.00 ZZ
180 368,000.00 1
18356 CHELMSFORD DRIVE 6.875 3,282.03 52
6.625 3,282.03 715,000.00
CUPERTINO CA 95014 2 11/24/98 00
0431145564 03 02/01/99 0
2612406 O 01/01/14
0
1857093 J95/J95 F 552,000.00 ZZ
180 550,200.97 1
35 ROCKINGHORSE ROAD 6.625 4,846.53 80
6.375 4,846.53 690,000.00
RANCHO PALOS VE CA 90275 1 11/11/98 00
0013632559 05 01/01/99 0
0013632559 O 12/01/13
0
1857213 956/G01 F 385,000.00 ZZ
180 385,000.00 1
117 LUCCA DRIVE 7.000 3,460.49 76
6.750 3,460.49 510,000.00
SOUTH SAN FRANC CA 94080 2 12/08/98 00
0431149137 05 02/01/99 0
208110186 O 01/01/14
0
1857240 387/G01 F 562,300.00 ZZ
180 560,506.61 1
4955 LOUGHBORO ROAD NW 6.875 5,014.90 47
6.625 5,014.90 1,200,000.00
WASHINGTON DC 20016 2 11/13/98 00
0431152396 05 01/01/99 0
1
1579762 O 12/01/13
0
1857254 K08/G01 F 371,800.00 ZZ
180 371,800.00 1
955 LIVINGSTON LANE 6.625 3,264.38 54
UNIT # 1 6.375 3,264.38 690,000.00
INVERNESS IL 60010 2 12/10/98 00
0411164585 03 02/01/99 0
411164585 O 01/01/14
0
1857329 966/G01 F 272,000.00 ZZ
180 272,000.00 1
6008 ROYAL OAK DRIVE 6.750 2,406.95 80
6.500 2,406.95 340,000.00
ARLINGTON TX 76016 1 12/17/98 00
0431145044 05 02/01/99 0
30008914 O 01/01/14
0
1857356 K08/G01 F 280,000.00 ZZ
180 280,000.00 1
5101 HOLLY RIDGE FARM ROAD 6.875 2,497.19 52
6.625 2,497.19 545,000.00
RALEIGH NC 27616 5 12/10/98 00
0411154867 05 02/01/99 0
411154867 O 01/01/14
0
1857364 387/G01 F 600,000.00 ZZ
180 597,958.75 1
11748 LAKE POTOMAC DRIVE 6.125 5,103.75 67
5.875 5,103.75 900,000.00
POTOMAC MD 20854 2 11/17/98 00
0431150168 05 01/01/99 0
1587625 O 12/01/13
0
1857379 A50/A50 F 400,000.00 ZZ
180 400,000.00 1
1415 NORTH FLAT ROCK ROAD 6.375 3,457.00 70
6.125 3,457.00 576,000.00
DOUGLASVILLE GA 30134 2 12/04/98 00
118498 05 02/01/99 0
118498 O 01/01/14
0
1
1857397 A35/A35 F 285,000.00 ZZ
180 285,000.00 1
32 LUCINDA DRIVE 7.125 2,581.62 72
6.875 2,581.62 400,000.00
BABYLON NY 11702 2 12/14/98 00
000 05 02/01/99 0
000 O 01/01/14
0
1857400 J95/J95 F 344,000.00 ZZ
180 341,727.30 1
610 DARTINGTON WAY 6.500 2,996.61 80
6.250 2,996.61 430,000.00
ALPHARETTA GA 30022 2 10/16/98 00
13495908 03 12/01/98 0
13495908 O 11/01/13
0
1857548 L49/G01 F 300,000.00 ZZ
180 300,000.00 1
1568 EMERALD LANE 6.875 2,675.56 71
6.625 2,675.56 424,000.00
DIAMOND BAR CA 91765 1 12/08/98 00
0431150143 03 02/01/99 0
10001061 O 01/01/14
0
1857586 201/G01 F 310,000.00 ZZ
180 309,000.53 1
39 IRELAND BROOK DRIVE 6.750 2,743.22 76
6.500 2,743.22 410,000.00
SOUTH BRUNSWICK NJ 08802 1 11/30/98 00
0431153022 05 01/01/99 0
1309070256 O 12/01/13
0
1857631 F62/G01 F 321,800.00 ZZ
180 321,800.00 1
7135 MARIANA COURT 6.625 2,825.39 65
6.375 2,825.39 500,000.00
BOCA RATON FL 33433 5 12/14/98 00
0431147826 03 02/01/99 0
0000 O 01/01/14
0
1857721 956/G01 F 390,000.00 ZZ
180 390,000.00 1
4758 ARLENE PLACE 7.000 3,505.43 70
6.750 3,505.43 558,000.00
1
PLEASANTON CA 94566 2 12/04/98 00
0431147792 05 02/01/99 0
108100778 O 01/01/14
0
1857784 815/G01 F 265,000.00 ZZ
180 265,000.00 1
242 28A OAK PARK DRIVE 6.625 2,326.69 90
6.375 2,326.69 295,000.00
DOUGLASTON NY 11362 1 12/17/98 10
0431142926 01 02/01/99 25
84612 O 01/01/14
0
1857803 J95/J95 F 262,300.00 ZZ
180 260,567.06 1
5040 SOUTHWEST ROBERT COURT 6.500 2,284.92 75
6.250 2,284.92 350,000.00
PORTLAND OR 97219 2 10/29/98 00
0016329203 05 12/01/98 0
0016329203 O 11/01/13
0
1857808 J95/J95 F 355,200.00 ZZ
180 354,042.37 1
35 WEST CARLOS ROAD 6.625 3,118.63 80
6.375 3,118.63 444,000.00
MEMPHIS TN 38117 1 11/13/98 00
0150611747 05 01/01/99 0
0150611747 O 12/01/13
0
1857819 J95/J95 F 288,000.00 ZZ
180 287,061.38 1
18220 SARATOGA LOS GATOS ROAD 6.625 2,528.62 53
6.375 2,528.62 550,000.00
MONTE SERENO CA 95030 2 11/10/98 00
0013552583 05 01/01/99 0
0013552583 O 12/01/13
0
1857832 J95/J95 F 649,500.00 ZZ
180 645,434.02 1
1706 RUSSELL ROAD 7.125 5,883.38 77
6.875 5,883.38 850,000.00
ALEXANDRIA VA 22301 2 10/28/98 00
0016302127 05 12/01/98 0
0016302127 O 11/01/13
0
1
1857845 K08/G01 F 189,000.00 ZZ
180 189,000.00 1
16409 MONTECREST LANE 6.750 1,672.48 62
6.500 1,672.48 308,000.00
GAITHERSBURG MD 20878 2 12/14/98 00
0411190010 05 02/01/99 0
411190010 O 01/01/14
0
1857848 J95/J95 F 280,000.00 ZZ
180 279,087.44 1
86838 BAILEY HILL ROAD 6.625 2,458.39 70
6.375 2,458.39 400,000.00
EUGENE OR 97405 5 11/13/98 00
0016357568 05 01/01/99 0
0016357568 O 12/01/13
0
1857867 J95/J95 F 470,000.00 ZZ
180 467,057.74 1
4923 211TH STREET SOUTHEAST 7.125 4,257.41 74
6.875 4,257.41 640,000.00
BOTHELL WA 98021 2 10/23/98 00
13157102 05 12/01/98 0
13157102 O 11/01/13
0
1857877 K08/G01 F 200,000.00 ZZ
180 200,000.00 1
2210 ALAMO PINTADO AVENUE 6.500 1,742.21 80
6.250 1,742.21 250,000.00
LOS OLIVOS CA 93441 2 12/09/98 00
0411170434 05 02/01/99 0
411170434 O 01/01/14
0
1857878 J95/J95 F 355,500.00 ZZ
180 354,341.39 1
1607 ASHFORD COURT 6.625 3,121.27 90
6.375 3,121.27 395,000.00
MURFREESBORO TN 37129 2 11/20/98 01
0015027915 03 01/01/99 12
0015027915 O 12/01/13
0
1857919 387/G01 F 280,000.00 ZZ
180 279,116.61 1
1
2710 WOODLEY PLACE NW 7.000 2,516.72 79
6.750 2,516.72 357,500.00
WASHINGTON DC 20008 2 11/18/98 00
0431152875 05 01/01/99 0
1581339 O 12/01/13
0
1858000 026/G01 F 285,600.00 ZZ
180 285,600.00 1
1468 JACK WHITE DR 6.625 2,507.56 75
6.375 2,507.56 385,000.00
ROCK HILL SC 29732 2 12/14/98 00
0431152230 03 02/01/99 0
200491474 O 01/01/14
0
1858011 K08/G01 F 327,000.00 ZZ
180 327,000.00 1
8850 S.W. 67TH COURT 6.750 2,893.65 69
6.500 2,893.65 475,000.00
MIAMI FL 33156 5 12/16/98 00
0411174709 09 02/01/99 0
411174709 O 01/01/14
0
1858075 G81/G01 F 650,000.00 ZZ
180 647,881.58 1
4505 SABAL PALM ROAD 6.625 5,706.96 55
6.375 5,706.96 1,200,000.00
MIAMI FL 33137 1 12/01/98 00
0431149400 05 01/01/99 0
20811101 O 12/01/13
0
1858076 356/G01 F 300,000.00 ZZ
180 300,000.00 1
5139 SUNNY CREEK DRIVE 7.125 2,717.50 75
6.875 2,717.50 400,000.00
SAN JOSE CA 95135 5 11/30/98 00
0431148816 05 02/01/99 0
2649309 O 01/01/14
0
1858081 356/G01 F 414,000.00 ZZ
180 414,000.00 1
450 DURHAM COURT 6.875 3,692.28 60
6.625 3,692.28 690,000.00
FREMONT CA 94539 2 11/25/98 00
0431145804 05 02/01/99 0
1
2657880 O 01/01/14
0
1858082 356/G01 F 276,000.00 ZZ
180 276,000.00 1
5262 APPENNINES CIRCLE 6.875 2,461.52 44
6.625 2,461.52 635,000.00
SAN JOSE CA 95138 2 11/25/98 00
0431146364 03 02/01/99 0
2652121 O 01/01/14
0
1858087 356/G01 F 400,000.00 ZZ
180 400,000.00 1
1375 LILLIAN AVENUE 7.125 3,623.33 74
6.875 3,623.33 546,000.00
SUNNYVALE CA 94087 5 11/24/98 00
0431146356 05 02/01/99 0
2610020 O 01/01/14
0
1858095 356/G01 F 290,000.00 ZZ
180 290,000.00 1
819 GREGORY COURT 6.875 2,586.38 43
6.625 2,586.38 690,000.00
FREMONT CA 94539 2 11/27/98 00
0431146372 05 02/01/99 0
2645521 O 01/01/14
0
1858124 E33/G01 F 323,000.00 ZZ
180 323,000.00 1
1100 WAVELAND ROAD 6.625 2,835.92 76
6.375 2,835.92 430,000.00
LAKE FOREST IL 60045 2 12/18/98 00
0431169952 05 02/01/99 0
342426196 O 01/01/14
0
1858163 J95/J95 F 280,000.00 ZZ
180 279,097.25 1
24 TARRAGON DRIVE 6.750 2,477.75 72
6.500 2,477.75 393,000.00
EAST SANDWICH MA 02537 2 11/10/98 00
0013608021 05 01/01/99 0
0013608021 O 12/01/13
0
1
1858170 J95/J95 F 300,000.00 ZZ
180 299,022.27 1
349 WEST GLENEAGLES DRIVE 6.625 2,633.98 74
6.375 2,633.98 410,000.00
PHOENIX AZ 85023 5 11/11/98 00
0013504790 05 01/01/99 0
0013504790 O 12/01/13
0
1858174 K08/G01 F 380,000.00 ZZ
180 380,000.00 1
3004 WOODLEIGH RD. 6.875 3,389.05 80
6.625 3,389.05 475,000.00
BIRMINGHAM AL 35223 2 12/15/98 00
0410921902 05 02/01/99 0
410921902 O 01/01/14
0
1858188 J95/J95 F 352,200.00 ZZ
180 351,076.70 1
11619 HOLLY BRIAR LANE 6.875 3,141.11 79
6.625 3,141.11 450,000.00
GREAT FALLS VA 22066 2 11/16/98 00
0013604665 03 01/01/99 0
0013604665 O 12/01/13
0
1858210 637/G01 F 338,400.00 ZZ
180 337,320.71 1
205 LA VIA AZUL COURT 6.875 3,018.04 68
6.625 3,018.04 500,000.00
MORGAN HILL CA 95037 2 11/24/98 00
0431151380 05 01/01/99 0
0015121163 O 12/01/13
0
1858241 J95/J95 F 340,300.00 ZZ
180 339,202.84 1
141 SOUTH HUMBOLDT 6.750 3,011.35 65
6.500 3,011.35 530,000.00
DENVER CO 80209 2 11/06/98 00
0013503594 05 01/01/99 0
0013503594 O 12/01/13
0
1858257 893/G01 F 150,000.00 ZZ
180 150,000.00 1
1836 EGBERT AVENUE 6.875 1,337.79 61
6.625 1,337.79 247,500.00
1
SAN FRANCISCO CA 94124 5 12/15/98 00
0431155217 05 02/01/99 0
W98110294HW O 01/01/14
0
1858313 665/G01 F 362,000.00 ZZ
180 362,000.00 1
5090 DOUBLE POINT WAY 6.875 3,228.51 78
6.625 3,228.51 470,000.00
DISCOVERY BAY CA 94514 2 12/07/98 00
0431149426 03 02/01/99 0
9801226278 O 01/01/14
0
1858326 637/G01 F 183,500.00 ZZ
180 182,908.38 1
15015 LINCOLN STREET 6.750 1,623.81 65
6.500 1,623.81 285,000.00
LAKE ELSINORE CA 92530 2 11/24/98 00
0431155019 05 01/01/99 0
0015103211 O 12/01/13
0
1858340 637/G01 F 415,000.00 ZZ
180 415,000.00 1
43431 ADELINA TERRACE 7.000 3,730.14 66
6.750 3,730.14 633,000.00
FREMONT CA 94539 2 12/01/98 00
0431155068 03 02/01/99 0
0013427265 O 01/01/14
0
1858344 637/G01 F 305,500.00 ZZ
180 304,250.26 1
1241 GROVE STREET 6.875 2,724.62 56
6.625 2,724.62 550,000.00
SONOMA CA 95476 2 11/23/98 00
0431169598 05 01/01/99 0
0015113905 O 12/01/13
0
1858356 637/G01 F 450,000.00 ZZ
180 446,110.86 1
112 RAILROAD AVENUE 7.250 4,107.89 50
7.000 4,107.89 900,000.00
WOODACRE CA 94973 2 11/24/98 00
0431169606 05 01/01/99 0
0010161800 O 12/01/13
0
1
1858363 367/367 F 329,758.38 ZZ
143 328,288.01 1
1857 CALIFORNIA STREET NW 7.125 3,428.31 69
6.875 3,428.31 480,000.00
WASHINGTON DC 20009 1 12/14/98 00
181842 07 01/01/99 0
181842 O 11/01/10
0
1858433 975/G01 F 156,000.00 ZZ
180 156,000.00 1
12046 BERTHA STREET 7.125 1,413.10 57
6.875 1,413.10 275,000.00
CERRITOS CA 90703 2 12/10/98 00
0431165380 05 02/01/99 0
984160 O 01/01/14
0
1858454 E82/G01 F 325,600.00 ZZ
180 325,600.00 1
12 SALT HAY DRIVE 6.750 2,881.27 80
6.500 2,881.27 407,000.00
BETHANY BEACH DE 19930 2 12/15/98 00
0400167078 05 02/01/99 0
1598918 O 01/01/14
0
1858497 K08/G01 F 140,000.00 ZZ
180 140,000.00 1
1864 EAST 22 STREET 7.000 1,258.36 26
6.750 1,258.36 550,000.00
BROOKLYN NY 11229 2 12/16/98 00
0411172612 05 02/01/99 0
411172612 O 01/01/14
0
1858548 637/G01 F 325,000.00 ZZ
180 325,000.00 1
1731 PATTERSON ROAD 6.875 2,898.53 60
6.625 2,898.53 545,000.00
RIVERBANK CA 95367 1 12/02/98 00
0431148238 05 02/01/99 0
0013923701 O 01/01/14
0
1858552 637/G01 F 300,000.00 ZZ
180 299,022.26 1
1
1772 HOLLAND COURT 6.625 2,633.99 75
6.375 2,633.99 403,934.00
LONGWOOD FL 32779 1 11/20/98 00
0431147594 05 01/01/99 0
0014780639 O 12/01/13
0
1858612 638/G01 F 272,000.00 ZZ
180 272,000.00 1
11538 LYSTER AVENUE 6.750 2,406.95 80
6.500 2,406.95 340,000.00
NORTHRIDGE AREA CA 91326 2 12/01/98 00
0431149863 05 02/01/99 0
8782881 O 01/01/14
0
1858638 637/G01 F 51,000.00 ZZ
180 50,837.34 1
8796 SOUTH 1700 EAST 6.875 454.85 34
6.625 454.85 151,000.00
SANDY UT 84093 5 12/01/98 00
0431148014 05 01/01/99 0
0013080049 O 12/01/13
0
1858640 356/G01 F 275,000.00 ZZ
180 275,000.00 1
5477 SONTURA COURT 7.000 2,471.78 74
6.750 2,471.78 375,000.00
CASTRO VALLEY CA 94552 5 12/01/98 00
0431146406 03 02/01/99 0
2641686 O 01/01/14
0
1858717 638/G01 F 375,000.00 ZZ
180 373,790.98 1
16770 OAK VIEW CIRCLE 6.750 3,318.40 74
6.500 3,318.40 510,000.00
MORGAN HILL CA 95037 5 11/25/98 00
0431151182 05 01/01/99 0
8818792 O 12/01/13
0
1858718 G81/G01 F 42,000.00 ZZ
180 42,000.00 1
10086 NW 5TH TERRACE UNIT 4 7.000 377.51 45
6.750 377.51 95,000.00
MIAMI FL 33172 2 12/14/98 00
0431158922 07 02/01/99 0
1
21811178 O 01/01/14
0
1858722 638/G01 F 548,800.00 ZZ
180 548,800.00 1
415 SHIRLEE DRIVE 6.750 4,856.38 80
6.500 4,856.38 686,000.00
DANVILLE CA 94526 1 12/09/98 00
0431149855 05 02/01/99 0
8828311 O 01/01/14
0
1858735 E82/G01 F 265,000.00 ZZ
180 265,000.00 1
219 SHENSTONE 6.625 2,326.68 53
6.375 2,326.68 500,000.00
RIVERSIDE IL 60546 5 12/16/98 00
0400164075 05 02/01/99 0
400164075 O 01/01/14
0
1858751 E82/G01 F 441,400.00 ZZ
180 441,400.00 1
272 FAIRHILLS DR 6.875 3,936.65 59
6.625 3,936.65 760,000.00
SAN RAFAEL CA 94901 2 12/30/98 00
0400165114 05 02/01/99 0
400165114 O 01/01/14
0
1858754 637/G01 F 328,000.00 ZZ
180 328,000.00 1
273 MARSHALL DRIVE 6.875 2,925.29 69
6.625 2,925.29 482,000.00
WALNUT CREEK CA 94596 2 12/08/98 00
0431169671 05 02/01/99 0
0013430566 O 01/01/14
0
1858859 624/G01 F 290,000.00 ZZ
180 290,000.00 1
881 LUCERNE STREET 6.875 2,586.38 71
6.625 2,586.38 411,000.00
LIVERMORE CA 94550 2 12/04/98 00
0431150457 05 02/01/99 0
81623680826 O 01/01/14
0
1
1858942 944/G01 F 650,000.00 ZZ
180 650,000.00 1
18750 GLEN AYRE DRIVE 6.875 5,797.05 50
6.625 5,797.05 1,300,000.00
MORGAN HILL CA 95037 2 12/15/98 00
0431158039 05 02/01/99 0
981200030 O 01/01/14
0
1859006 K08/G01 F 86,800.00 ZZ
180 86,800.00 1
1134 SOUTH DRIVE 6.875 774.13 80
6.625 774.13 108,500.00
MOBILE AL 36605 2 12/18/98 00
0411185804 05 02/01/99 0
411185804 O 01/01/14
0
1859069 E82/G01 F 243,000.00 ZZ
180 243,000.00 1
2434 EAST DESERT WILLOW D 6.625 2,133.52 70
6.375 2,133.52 349,900.00
PHOENIX AZ 85048 2 12/21/98 00
0400166922 03 02/01/99 0
1687331 O 01/01/14
0
1859101 638/G01 F 273,000.00 ZZ
180 272,129.30 1
4171 HOLLY KNOLL DRIVE 6.875 2,434.76 80
6.625 2,434.76 345,000.00
LOS ANGELES CA 90027 2 11/30/98 00
0431152495 05 01/01/99 0
8812499 O 12/01/13
0
1859105 638/G01 F 285,000.00 ZZ
180 285,000.00 1
619 11TH AVENUE 6.625 2,502.28 43
6.375 2,502.28 675,000.00
SAN FRANCISCO CA 94118 2 12/15/98 00
0431152669 05 02/01/99 0
8834969 O 01/01/14
0
1859168 638/G01 F 272,000.00 ZZ
180 272,000.00 1
33609 4TH AVE SW 6.750 2,406.95 64
6.500 2,406.95 428,000.00
1
FEDERAL WAY WA 98023 2 12/07/98 00
0431152354 05 02/01/99 0
8826243 O 01/01/14
0
1859190 356/G01 F 332,000.00 ZZ
180 332,000.00 1
1033 CAMARILLO COURT 6.875 2,960.96 56
6.625 2,960.96 595,000.00
MILPITAS CA 95035 2 12/16/98 00
0431149194 05 02/01/99 0
2676161 O 01/01/14
0
1859200 356/G01 F 362,000.00 ZZ
180 362,000.00 1
40370 CANYON HEIGHTS DR 6.875 3,228.52 47
6.625 3,228.52 780,000.00
FREMONT CA 94539 2 12/02/98 00
0431149178 05 02/01/99 0
2596922 O 01/01/14
0
1859205 638/G01 F 317,700.00 ZZ
180 317,700.00 1
1639 HEATHER LANE 6.750 2,811.36 73
6.500 2,811.36 440,000.00
REDLANDS CA 92373 2 12/09/98 00
0431157916 05 02/01/99 0
8817509 O 01/01/14
0
1859209 638/G01 F 253,750.00 ZZ
180 253,750.00 1
2875 JOSHUA AVENUE 7.125 2,298.55 79
6.875 2,298.55 325,000.00
CLOVIS CA 93611 2 12/04/98 00
0431154384 05 02/01/99 0
8828613 O 01/01/14
0
1859278 E45/E45 F 337,500.00 ZZ
180 334,074.26 1
186 HILLCREST HEIGHTS 6.250 2,893.80 75
6.000 2,893.80 450,000.00
CORNELIA GA 30531 5 09/15/98 00
40942 05 11/01/98 0
40942 O 10/01/13
0
1
1859289 638/G01 F 70,000.00 ZZ
120 70,000.00 1
632 KLAMATH DRIVE 6.875 808.26 35
6.625 808.26 200,000.00
WESTMINSTER CA 92683 2 12/03/98 00
0431156249 05 02/01/99 0
8823197 O 01/01/09
0
1859328 638/G01 F 330,000.00 ZZ
180 330,000.00 1
56625 RIVIERA 7.375 3,035.75 75
7.125 3,035.75 440,000.00
LA QUINTA CA 92253 5 12/01/98 00
0431159060 01 02/01/99 0
8813138 O 01/01/14
0
1859343 470/G01 F 420,000.00 ZZ
180 420,000.00 1
10 ATHERTON DRIVE 6.625 3,687.58 60
6.375 3,687.58 699,990.00
COTO DE CAZA AR CA 92679 1 12/04/98 00
0431156009 03 02/01/99 0
96030045 O 01/01/14
0
1859382 638/G01 F 282,000.00 ZZ
180 281,110.30 1
212 MEMPHIS AVENUE 7.000 2,534.70 71
6.750 2,534.70 400,000.00
HUNTINGTON BEA CA 92648 2 11/30/98 00
0431151604 05 01/01/99 0
8823178 O 12/01/13
0
1859391 638/G01 F 265,000.00 ZZ
180 264,163.94 1
7522 GRAYSTONE DRIVE 7.000 2,381.89 58
6.750 2,381.89 460,000.00
WEST HILLS AREA CA 91304 2 11/23/98 00
0431151588 03 01/01/99 0
8812837 O 12/01/13
0
1859416 593/593 F 500,000.00 ZZ
180 479,117.05 1
1
180 NORTH 1300 EAST 7.000 4,494.15 69
6.750 4,494.15 725,000.00
BRIGHAM CITY UT 84302 5 02/27/98 00
0006186456 05 04/01/98 0
0006186456 O 03/01/13
0
1859419 E26/G01 F 340,000.00 ZZ
180 340,000.00 1
2712 WEMBERLY DRIVE 6.875 3,032.31 49
6.625 3,032.31 700,000.00
BELMONT CA 94002 2 12/08/98 00
0431151877 05 02/01/99 0
34802201 O 01/01/14
0
1859449 550/550 F 495,000.00 ZZ
180 495,000.00 1
75 20TH AVENUE 6.450 4,298.39 61
6.200 4,298.39 820,000.00
SAN FRANCISCO CA 94121 2 12/18/98 00
120278861 05 02/01/99 0
120278861 O 01/01/14
0
1859459 588/G01 F 480,000.00 ZZ
180 480,000.00 1
53 QUAIL RUN 6.500 4,181.31 80
6.250 4,181.31 600,000.00
RANDOLPH TOWNSH NJ 07869 1 12/17/98 00
0431160498 05 02/01/99 0
980901188 O 01/01/14
0
1859497 480/G01 F 160,000.00 ZZ
180 159,500.67 1
863 MISSION ROAD SW 7.125 1,449.33 63
6.875 1,449.33 255,000.00
CARTERSVILLE GA 30120 5 11/06/98 00
0431160704 05 01/01/99 0
2584530 O 12/01/13
0
1859575 F88/G01 F 249,300.00 ZZ
180 249,300.00 1
1846 TRUDEAN WAY 6.750 2,206.08 68
6.500 2,206.08 370,000.00
SAN JOSE CA 95132 5 12/14/98 00
0431159771 05 02/01/99 0
1
19810176 O 01/01/14
0
1859596 593/593 F 247,000.00 ZZ
180 238,173.52 1
838 EAST 930 SOUTH CIRCLE 7.000 2,220.11 69
6.750 2,220.11 359,000.00
ST GEORGE UT 84790 2 01/16/98 00
000670946 05 03/01/98 0
000670946 O 02/01/13
0
1859602 593/593 F 420,000.00 ZZ
180 409,180.40 1
3206 SOUTH SUNSET HOLLOW DRIVE 7.000 3,775.08 69
6.750 3,775.08 610,000.00
BOUNTIFUL UT 84010 5 04/01/98 00
0006198790 05 06/01/98 0
0006198790 O 05/01/13
0
1859608 830/G01 F 625,000.00 ZZ
180 625,000.00 1
207 VUELTA LINDA 7.000 5,617.68 49
6.750 5,617.68 1,290,000.00
SANTA FE NM 87501 2 12/21/98 00
0431160480 05 02/01/99 0
540840 O 01/01/14
0
1859630 830/G01 F 322,500.00 ZZ
180 322,500.00 1
8967 SOUTH COBBLE CANYON LANE 6.625 2,831.53 71
6.375 2,831.53 455,000.00
SANDY UT 84093 2 12/18/98 00
0431158724 05 02/01/99 0
541474 O 01/01/14
0
1859643 E82/G01 F 292,100.00 ZZ
180 292,100.00 1
188 HALLADAY AVENUE EAST 7.000 2,625.48 76
6.750 2,625.48 387,000.00
SUFFIELD CT 06078 2 12/23/98 00
0400168381 05 02/01/99 0
1207812 O 01/01/14
0
1
1859668 685/G01 F 298,800.00 ZZ
180 298,800.00 1
4258 CALLE ISABELINO 6.750 2,644.11 80
6.500 2,644.11 373,510.00
SAN DIEGO CA 92130 1 12/11/98 00
0431163849 03 02/01/99 0
116450 O 01/01/14
0
1859699 P60/P60 F 290,000.00 ZZ
180 290,000.00 1
27 EXMOOR 6.875 2,586.38 55
6.625 2,586.38 535,000.00
TOLEDO OH 43615 2 12/10/98 00
36462 03 02/01/99 0
36462 O 01/01/14
0
1859704 356/G01 F 400,000.00 ZZ
180 400,000.00 1
20337 VIA PORTOFINO 7.000 3,595.32 67
6.750 3,595.32 600,000.00
CUPERTINO CA 95014 5 12/01/98 00
0431157650 03 02/01/99 0
2670669 O 01/01/14
0
1859710 P60/P60 F 356,800.00 ZZ
180 351,225.94 1
7167 KRUSE 7.250 3,257.09 80
7.000 3,257.09 446,000.00
PETERSBURG MI 49270 1 07/13/98 00
29025 05 09/01/98 0
29025 O 08/01/13
0
1859726 356/G01 F 415,000.00 ZZ
180 415,000.00 1
734 BODEGA CT 6.875 3,701.20 43
6.625 3,701.20 985,000.00
FREMONT CA 94539 2 12/09/98 00
0431157700 05 02/01/99 0
2621647 O 01/01/14
0
1859731 356/G01 F 283,000.00 ZZ
180 283,000.00 1
6740 WISTERIA WAY 6.875 2,523.95 48
6.625 2,523.95 595,000.00
1
SAN JOSE CA 95129 2 12/10/98 00
0431158302 05 02/01/99 0
2616100 O 01/01/14
0
1859774 638/G01 F 352,000.00 ZZ
180 352,000.00 1
44660 SANDIA CREEK DRIVE 7.000 3,163.88 80
6.750 3,163.88 440,000.00
TEMECULA CA 92590 5 12/10/98 00
0431157759 05 02/01/99 0
08831018 O 01/01/14
0
1859783 638/G01 F 187,500.00 ZZ
180 187,500.00 1
14 WINTERMIST #83 7.000 1,685.30 79
6.750 1,685.30 240,000.00
IRVINE CA 92614 2 12/09/98 00
0431157791 01 02/01/99 0
08828856 O 01/01/14
0
1859803 026/G01 F 270,000.00 ZZ
180 270,000.00 1
1872 EDGEWOOD LANE 6.625 2,370.59 70
6.375 2,370.59 390,000.00
CHARLOTTESVILLE VA 22903 2 12/16/98 00
0431158476 05 02/01/99 0
0200099680 O 01/01/14
0
1859817 E45/G01 F 108,000.00 ZZ
120 105,499.08 1
436 FAIRFIELD DRIVE 7.125 1,260.94 58
6.875 1,260.94 188,000.00
DUBLIN GA 31021 2 09/03/98 00
0431165570 05 10/01/98 0
42525 O 09/01/08
0
1859884 299/299 F 247,300.00 ZZ
180 246,502.67 1
12240 DORRANCE COURT 6.750 2,188.39 80
6.500 2,188.39 309,171.00
RESTON VA 20190 1 11/20/98 00
0000794580 03 01/01/99 0
0000794580 O 12/01/13
0
1
1859885 299/299 F 363,000.00 T
180 352,775.70 1
19 WALTON CREEK ROAD 7.375 3,339.33 58
7.125 3,339.33 630,000.00
DELTAVILLE VA 23043 2 03/25/98 00
0000807530 05 05/01/98 0
0000807530 O 04/01/13
0
1859899 299/299 F 230,000.00 T
180 227,164.84 1
15219 BROADWAY ROAD 7.375 2,115.83 75
7.125 2,115.83 307,000.00
ONANCOCK VA 23417 4 08/17/98 00
0000620645 05 10/01/98 0
0000620645 O 09/01/13
0
1859902 299/299 F 462,500.00 ZZ
180 454,959.91 1
6130 KINYON PLACE 6.750 4,092.71 32
6.500 4,092.71 1,452,000.00
MCLEAN VA 22101 2 07/27/98 00
0000794954 05 09/01/98 0
0000794954 O 08/01/13
0
1859911 299/299 F 255,000.00 ZZ
180 245,344.82 1
216 RICHARD BREWSTER 6.875 2,274.23 66
6.625 2,274.23 390,000.00
WILLIAMSBURG VA 23185 5 06/16/98 00
0000868454 03 08/01/98 0
0000868454 O 07/01/13
0
1859914 299/299 F 275,000.00 ZZ
180 271,499.06 1
2191 WINWOOD TERRACE 7.000 2,471.78 58
6.750 2,471.78 475,000.00
NEW WINDSOR MD 21776 1 08/31/98 00
0000812988 05 10/01/98 0
0000812988 O 09/01/13
0
1859916 299/299 F 292,000.00 ZZ
180 288,202.34 1
1
376 PEACE HAVEN DRIVE 6.750 2,583.94 80
6.500 2,583.94 365,000.00
NORFOLK VA 23502 4 08/31/98 00
0000740493 05 10/01/98 0
0000740493 O 09/01/13
0
1859974 638/G01 F 322,000.00 ZZ
180 322,000.00 1
4110 LITTLE HOLLOW PLACE 6.750 2,849.41 80
6.500 2,849.41 405,000.00
MOORPARK CA 93021 2 12/16/98 00
0431159094 05 02/01/99 0
08837429 O 01/01/14
0
1859979 638/G01 F 358,500.00 ZZ
180 358,500.00 1
2270 DECADE COURT 6.625 3,147.61 66
6.375 3,147.61 550,000.00
RIVERSIDE CA 92506 2 12/09/98 00
0431159144 05 02/01/99 0
08831576 O 01/01/14
0
1859985 638/G01 F 107,000.00 ZZ
180 107,000.00 1
766 DELANO AVENUE 6.125 910.17 39
5.875 910.17 275,000.00
SAN FRANCISCO CA 94112 2 12/11/98 00
0431159201 05 02/01/99 0
08826947 O 01/01/14
0
1859987 638/G01 F 370,000.00 ZZ
180 370,000.00 1
106 MADERA COURT 6.750 3,274.17 21
6.500 3,274.17 1,800,000.00
LOS GATOS CA 95032 5 12/10/98 00
0431158435 05 02/01/99 0
08820414 O 01/01/14
0
1859992 638/G01 F 418,300.00 ZZ
180 418,300.00 1
29029 SPRUCEGROVE DRIVE 7.125 3,789.09 71
6.875 3,789.09 590,000.00
RANCHO PALOS VE CA 90275 2 12/09/98 00
0431158393 05 02/01/99 0
1
08785930 O 01/01/14
0
1859993 134/134 F 400,000.00 ZZ
180 390,327.47 1
125 CAMELOT DRIVE 7.250 3,651.46 67
7.000 3,651.46 600,000.00
HUNTINGTON WV 25701 2 06/17/98 00
59314379 05 08/01/98 0
59314379 O 07/01/13
0
1860022 134/134 F 362,000.00 ZZ
180 354,972.64 1
2002 PEACHTREE LANE 6.875 3,228.52 80
6.625 3,228.52 455,000.00
WICHITA FALLS TX 76308 2 06/25/98 00
59338967 05 08/01/98 0
59338967 O 07/01/13
0
1860077 811/G01 F 565,000.00 ZZ
120 565,000.00 1
30 LUPINE WAY 6.875 6,523.79 51
6.625 6,523.79 1,125,000.00
HILLSBOROUGH CA 94010 5 12/15/98 00
0431163211 05 02/01/99 0
FM02208358 O 01/01/09
0
1860126 134/134 F 649,950.00 ZZ
180 633,727.75 1
5308 MIRAMAR LANE 7.375 5,979.05 57
7.125 5,979.05 1,150,000.00
COLLEYVILLE TX 76034 2 04/30/98 00
59276454 05 06/01/98 0
59276454 O 05/01/13
0
1860130 K08/G01 F 323,000.00 ZZ
120 323,000.00 1
5005 VISTA DEL MONTE STREET 7.000 3,750.30 54
6.750 3,750.30 600,000.00
EL PASO TX 79922 2 12/18/98 00
0411135544 05 02/01/99 0
411135544 O 01/01/09
0
1
1860156 956/G01 F 258,000.00 ZZ
180 258,000.00 1
1356 STARSHINE STREET 7.375 2,373.40 78
7.125 2,373.40 335,000.00
THOUSAND OAKS CA 91360 2 12/11/98 00
0431165075 05 02/01/99 0
108100840 O 01/01/14
0
1860160 956/G01 F 380,000.00 ZZ
180 380,000.00 1
700 SOUTH EDGEVIEW CIRCLE 7.375 3,495.71 70
7.125 3,495.71 550,000.00
ANAHEIM CA 92808 2 12/15/98 00
0431165125 03 02/01/99 0
608110811 O 01/01/14
0
1860161 956/G01 F 307,500.00 ZZ
180 307,500.00 1
27151 CALLE DEL CID 7.125 2,785.43 75
6.875 2,785.43 410,000.00
MISSION VIEJO CA 92691 5 12/10/98 00
0431166784 05 02/01/99 0
608110076 O 01/01/14
0
1860167 956/G01 F 370,000.00 ZZ
180 370,000.00 1
3 SAN JUAN LANE 6.750 3,274.17 49
6.500 3,274.17 765,000.00
MENLO PARK CA 94025 5 12/14/98 00
0431165083 05 02/01/99 0
108090269 O 01/01/14
0
1860169 956/G01 F 270,000.00 ZZ
180 270,000.00 1
7670 QUAIL CREEK CIRCLE 6.375 2,333.48 74
6.125 2,333.48 365,000.00
DUBLIN CA 94568 5 12/14/98 00
0431165141 05 02/01/99 0
208110929 O 01/01/14
0
1860186 N62/G01 F 117,500.00 ZZ
180 117,500.00 1
18250 RAYEN STREET 7.000 1,056.12 70
6.750 1,056.12 170,000.00
1
NORTHRIDGE AREA CA 91325 2 12/17/98 00
0431159854 05 02/01/99 0
982000075 O 01/01/14
0
1860242 822/G01 F 256,000.00 ZZ
180 255,174.63 1
57 EAST GOLF VIEW ROAD 6.750 2,265.37 76
6.500 2,265.37 340,000.00
ARDMORE PA 19003 2 11/20/98 00
0431168947 05 01/01/99 0
3626013903 O 12/01/13
0
1860244 549/549 F 270,000.00 ZZ
180 262,314.82 1
7110 RAICH DR 7.250 2,464.73 35
7.000 2,464.73 775,000.00
SAN JOSE CA 95120 2 03/06/98 00
63911574 05 05/01/98 0
63911574 O 04/01/13
0
1860245 549/549 F 250,000.00 ZZ
180 247,048.80 1
417 OLD CHURCH ROAD 6.875 2,229.64 43
6.625 2,229.64 585,000.00
CORRALES NM 87048 2 09/29/98 00
63959861 05 11/01/98 0
63959861 O 10/01/13
0
1860246 549/549 F 416,000.00 T
180 412,124.14 1
10711 E FERNWOOD LANE 7.250 3,797.51 52
7.000 3,797.51 800,000.00
SCOTTSDALE AZ 85262 2 09/16/98 00
64332195 03 11/01/98 0
64332195 O 10/01/13
0
1860247 549/549 F 248,000.00 ZZ
180 247,242.76 1
6505 PICKENS AVE #2 7.375 2,281.41 80
7.125 2,281.41 310,000.00
HOUSTON TX 77007 1 11/24/98 00
64938395 05 01/01/99 0
64938395 O 12/01/13
0
1
1860248 549/549 F 286,000.00 ZZ
180 284,696.53 1
1537 ANGELUS AVE 6.375 2,471.76 76
6.125 2,471.76 380,000.00
LOS ANGELES CA 90026 2 11/13/98 00
65454511 05 01/01/99 0
65454511 O 12/01/13
0
1860249 549/549 F 316,000.00 ZZ
180 314,981.18 1
13938 E FREIBURG ST 6.750 2,796.32 80
6.500 2,796.32 395,000.00
WHITTIER CA 90602 2 11/20/98 00
65454707 05 01/01/99 0
65454707 O 12/01/13
0
1860250 549/549 F 238,500.00 ZZ
180 237,691.05 1
266 MAGNOLIA GLEN DRIVE 6.750 2,110.51 90
6.500 2,110.51 265,000.00
RIVERSIDE CA 92506 2 11/19/98 10
65459067 05 01/01/99 12
65459067 O 12/01/13
0
1860251 549/549 F 291,500.00 ZZ
180 288,634.15 1
10 PASEO DE CASTANA 6.625 2,559.35 33
6.375 2,559.35 900,000.00
RANCHO PALOS VE CA 90275 1 10/01/98 00
65480490 05 11/01/98 0
65480490 O 10/01/13
0
1860252 549/549 F 350,000.00 ZZ
180 348,871.56 1
1545 CORDILLERAS RD 6.750 3,097.19 53
6.500 3,097.19 665,000.00
REDWOOD CITY CA 94062 2 11/04/98 00
65501501 05 01/01/99 0
65501501 O 12/01/13
0
1860253 549/549 F 350,000.00 ZZ
180 348,883.71 1
1
1621 RUBENSTEIN DR 6.875 3,121.50 64
6.625 3,121.50 550,000.00
ENCINITAS CA 92007 2 11/17/98 00
65506332 05 01/01/99 0
65506332 O 12/01/13
0
1860254 549/549 F 285,000.00 ZZ
180 284,100.83 1
30342 LA VUE 7.000 2,561.67 49
6.750 2,561.67 590,000.00
LAGUNA NIGUEL CA 92677 2 11/05/98 00
65508769 03 01/01/99 0
65508769 O 12/01/13
0
1860255 549/549 F 518,000.00 ZZ
180 515,343.42 1
2108 CRESTVIEW DR 6.875 4,619.81 61
6.625 4,619.81 850,000.00
LAGUNA BEACH CA 92651 2 11/12/98 00
65509561 05 01/01/99 0
65509561 O 12/01/13
0
1860256 549/549 F 292,000.00 ZZ
180 291,068.70 1
11797 PINE BROOK CT 6.875 2,604.22 38
6.625 2,604.22 770,000.00
CUPERTINO CA 95014 2 11/20/98 00
65527976 03 01/01/99 0
65527976 O 12/01/13
0
1860257 549/429 F 340,000.00 T
180 335,674.21 1
4510 N LAKE BLVD 7.250 3,103.74 29
7.000 3,103.74 1,200,000.00
CARNELIAN BAY CA 96140 2 09/10/98 00
65558065 05 11/01/98 0
65558065 O 10/01/13
0
1860258 549/429 F 350,000.00 ZZ
180 348,883.71 1
2415 DUXBURY PL 6.875 3,121.50 41
6.625 3,121.50 865,000.00
LOS ANGELES CA 90034 2 11/03/98 00
65567145 03 01/01/99 0
1
65567145 O 12/01/13
0
1860259 549/549 F 423,850.00 ZZ
180 422,392.56 1
670 E LENNOX CT 6.000 3,576.69 80
5.750 3,576.69 535,000.00
BREA CA 92821 2 11/16/98 00
65622324 05 01/01/99 0
65622324 O 12/01/13
0
1860260 549/549 F 255,000.00 ZZ
180 254,177.86 1
1623 VIA CANCION 6.750 2,256.52 65
6.500 2,256.52 395,000.00
SAN MARCOS CA 92069 2 11/05/98 00
65633164 05 01/01/99 0
65633164 O 12/01/13
0
1860261 549/549 F 360,000.00 ZZ
180 358,839.32 1
301 W PARK VIEW CT 6.750 3,185.68 69
6.500 3,185.68 525,000.00
VISALIA CA 93277 2 11/19/98 00
65655583 05 01/01/99 0
65655583 O 12/01/13
0
1860262 549/549 F 236,000.00 ZZ
180 235,310.40 1
33 GALEANA 7.875 2,238.35 80
7.625 2,238.35 295,000.00
FOOTHILL RANCH CA 92610 2 11/16/98 00
65787749 03 01/01/99 0
65787749 O 12/01/13
0
1860263 549/549 F 434,000.00 ZZ
180 432,235.27 1
3627 LARK ST 7.000 3,900.92 57
6.750 3,900.92 765,000.00
SAN DIEGO CA 92103 2 11/25/98 00
65972376 05 01/01/99 0
65972376 O 12/01/13
0
1
1860264 549/549 F 360,000.00 ZZ
180 358,924.63 1
3033 S BRIDGE ST 7.625 3,362.87 80
7.375 3,362.87 450,000.00
VISALIA CA 93277 2 11/13/98 00
65974441 05 01/01/99 0
65974441 O 12/01/13
0
1860267 549/549 F 236,000.00 ZZ
180 235,239.11 1
25084 DANIA LANE 6.750 2,088.39 80
6.500 2,088.39 295,000.00
HAYWARD CA 94545 2 11/18/98 00
66055016 05 01/01/99 0
66055016 O 12/01/13
0
1860270 549/549 F 272,900.00 ZZ
180 272,057.56 1
1875 24TH AVE 7.250 2,491.21 78
7.000 2,491.21 353,000.00
SAN FRANCISCO CA 94122 2 11/19/98 00
66066361 05 01/01/99 0
66066361 O 12/01/13
0
1860271 549/429 F 515,000.00 ZZ
180 513,339.59 1
45 EVERETT AVE 6.750 4,557.29 70
6.500 4,557.29 740,000.00
WINCHESTER MA 01890 2 11/12/98 00
66073375 05 01/01/99 0
66073375 O 12/01/13
0
1860272 549/549 F 387,000.00 ZZ
180 387,000.00 1
3649 EAST AVE 6.250 3,318.23 71
6.000 3,318.23 550,000.00
HAYWARD CA 94542 2 11/27/98 00
66127556 05 02/01/99 0
66127556 O 01/01/14
0
1860274 549/549 F 388,000.00 ZZ
180 386,749.05 1
1957 PALMER DRIVE 6.750 3,433.45 57
6.500 3,433.45 685,000.00
1
PLEASANTON CA 94588 2 11/18/98 00
66141681 05 01/01/99 0
66141681 O 12/01/13
0
1860275 549/549 F 264,000.00 ZZ
180 262,911.30 1
3522 MARSH CREEK WAY 6.500 2,299.73 90
6.250 2,299.73 295,000.00
ELK GROVE CA 95758 2 11/09/98 01
66144264 05 01/01/99 12
66144264 O 12/01/13
0
1860276 549/429 F 277,500.00 ZZ
180 276,614.94 1
197 MEADOW LANE CT 6.875 2,474.90 90
6.625 2,474.90 310,000.00
SECAUCUS NJ 07094 2 11/25/98 11
66156696 05 01/01/99 12
66156696 O 12/01/13
0
1860278 549/429 F 300,000.00 ZZ
180 299,022.26 1
3900 WASHINGTON ST 6.625 2,633.99 9
6.375 2,633.99 3,500,000.00
SAN FRANCISCO CA 94118 2 11/20/98 00
66166691 05 01/01/99 0
66166691 O 12/01/13
0
1860279 549/429 F 240,000.00 T
180 239,200.79 1
3734 CEDAR VISTA 6.375 2,074.21 60
6.125 2,074.21 400,000.00
SANTA BARBARA CA 93110 2 11/09/98 00
66166993 03 01/01/99 0
66166993 O 12/01/13
0
1860280 549/429 F 460,000.00 ZZ
180 458,484.57 1
201 E ROOSEVELT ROAD 6.500 4,007.10 66
6.250 4,007.10 700,000.00
LONG BEACH CA 90807 2 11/18/98 00
66167035 05 01/01/99 0
66167035 O 12/01/13
0
1
1860281 549/429 F 312,000.00 ZZ
180 310,972.14 1
2152 CAROL AVE 6.500 2,717.86 53
6.250 2,717.86 590,000.00
MOUNTAIN VIEW CA 94040 2 11/19/98 00
66167329 05 01/01/99 0
66167329 O 12/01/13
0
1860282 549/429 F 470,000.00 ZZ
180 468,418.03 1
4819 ANDASOL AVE 6.250 4,029.89 43
6.000 4,029.89 1,100,000.00
ENCINO CA 91316 2 11/13/98 00
66168457 05 01/01/99 0
66168457 O 12/01/13
0
1860284 549/429 F 248,000.00 ZZ
180 247,200.42 1
2498 W ALLUVIAL AVE 6.750 2,194.58 71
6.500 2,194.58 350,000.00
FRESNO CA 93711 2 11/09/98 00
66171059 05 01/01/99 0
66171059 O 12/01/13
0
1860285 549/429 F 440,300.00 ZZ
180 438,910.87 1
732 JACARANDA CIRCLE 7.000 3,957.55 39
6.750 3,957.55 1,150,000.00
HILLSBUROUGH CA 94010 2 11/16/98 00
66179319 05 01/01/99 0
66179319 O 12/01/13
0
1860286 549/429 F 269,200.00 ZZ
180 269,200.00 1
150 GATESHEAD WAY 7.000 2,419.65 77
6.750 2,419.65 350,000.00
PHOENIXVILLE PA 19460 2 12/02/98 00
66179416 05 02/01/99 0
66179416 O 01/01/14
0
1860287 549/429 F 265,000.00 ZZ
180 262,887.33 1
1
53 LAKE AVE 6.875 2,363.42 41
6.625 2,363.42 650,000.00
NEWTON MA 02159 2 11/17/98 00
66200911 05 01/01/99 0
66200911 O 12/01/13
0
1860288 549/429 F 262,500.00 T
180 261,732.97 1
25 OCEAN AVE 7.875 2,489.69 48
7.625 2,489.69 548,000.00
KENNEBUNKPORT ME 04046 1 11/20/98 00
66221927 05 01/01/99 0
66221927 O 12/01/13
0
1860289 549/429 F 365,000.00 ZZ
180 363,823.21 1
5 PROCTOR ST 6.750 3,229.92 26
6.500 3,229.92 1,450,000.00
MANCHESTER MA 01944 2 11/16/98 00
66243254 05 01/01/99 0
66243254 O 12/01/13
0
1860291 549/549 F 456,000.00 ZZ
120 453,329.02 1
31 MARTIN LANE 6.750 5,235.98 34
6.500 5,235.98 1,350,000.00
ENGLEWOOD CO 80110 2 11/09/98 00
66266955 05 01/01/99 0
66266955 O 12/01/08
0
1860292 549/549 F 421,429.00 ZZ
180 420,070.27 1
3120 AMESBURY DRIVE 6.750 3,729.27 73
6.500 3,729.27 585,000.00
PLANO TX 75093 2 11/18/98 00
66276063 03 01/01/99 0
66276063 O 12/01/13
0
1860293 549/549 F 366,400.00 ZZ
180 366,400.00 1
4364 EL LLANO ROAD 6.500 3,191.74 74
6.250 3,191.74 500,000.00
LAS VEGAS NM 87701 1 12/01/98 00
66278546 05 02/01/99 0
1
66278546 O 01/01/14
0
1860294 549/549 F 370,000.00 ZZ
120 367,832.75 1
105 NORTH MEADOWS AVE 6.750 4,248.50 44
6.500 4,248.50 850,000.00
MANHATTAN BEACH CA 90266 2 11/20/98 00
66279101 05 01/01/99 0
66279101 O 12/01/08
0
1860295 549/549 F 255,500.00 ZZ
180 254,649.18 1
145 CASTLE ROCK ROAD 6.375 2,208.16 66
6.125 2,208.16 390,000.00
WALNUT CREEK CA 94598 2 11/05/98 00
66279348 05 01/01/99 0
66279348 O 12/01/13
0
1860296 549/549 F 420,000.00 ZZ
180 418,631.17 1
906 REGENT PARK DR 6.625 3,687.58 38
6.375 3,687.58 1,120,000.00
LA CANADA FLINT CA 91011 1 11/12/98 00
66297362 05 01/01/99 0
66297362 O 12/01/13
0
1860297 549/549 F 298,000.00 ZZ
180 296,996.95 1
114 SPRING STREET 6.250 2,555.13 55
6.000 2,555.13 545,000.00
SANTA CRUZ CA 95060 2 11/05/98 00
66303630 05 01/01/99 0
66303630 O 12/01/13
0
1860298 549/549 F 430,000.00 ZZ
180 428,552.66 1
24765 OUTLOOK DR 6.250 3,686.92 35
6.000 3,686.92 1,250,000.00
CARMEL CA 93923 2 11/10/98 00
66320615 05 01/01/99 0
66320615 O 12/01/13
0
1
1860299 549/549 F 307,000.00 ZZ
180 307,000.00 1
677 ARGUELLO BLVD #102 7.375 2,824.17 70
7.125 2,824.17 439,000.00
SAN FRANCIS CA 94131 1 11/19/98 00
66322804 01 02/01/99 0
66322804 O 01/01/14
0
1860300 549/429 F 535,000.00 ZZ
180 530,280.32 1
124 LADUE GROVE LANE 6.875 4,771.43 61
6.625 4,771.43 887,000.00
CREVE COEUR MO 63141 2 10/27/98 00
66334021 05 12/01/98 0
66334021 O 11/01/13
0
1860302 549/549 F 354,000.00 ZZ
180 352,883.14 1
12 ARBOLADO CT 7.000 3,181.86 46
6.750 3,181.86 775,000.00
MANHATTAN BEACH CA 90266 2 11/20/98 00
66431697 05 01/01/99 0
66431697 O 12/01/13
0
1860303 549/549 F 390,000.00 ZZ
180 390,000.00 1
10374 RUE CHAMBERRY 6.750 3,451.15 58
6.500 3,451.15 675,000.00
SAN DIEGO CA 92131 2 12/19/98 00
66659264 03 02/01/99 0
66659264 O 01/01/14
0
1860320 111/111 F 341,300.00 ZZ
180 331,300.00 1
60 CONE JO DRIVE 6.250 2,926.38 43
6.000 2,926.38 800,000.00
MILLBRAE CA 94030 2 12/04/98 00
679806537 05 02/01/99 0
679806537 O 01/01/14
0
1860327 111/111 F 297,445.00 ZZ
180 296,496.33 1
11785 AVENIDA DEL SOL 6.875 2,652.78 78
6.625 2,652.78 385,000.00
1
NORTHRIDGE CA 91326 2 11/20/98 00
682000802494 05 01/01/99 0
682000802494 O 12/01/13
0
1860426 356/G01 F 255,000.00 ZZ
180 255,000.00 1
8 SPRINGFIELD DR 6.875 2,274.23 61
6.625 2,274.23 420,000.00
SAN FRANCISCO CA 94132 2 12/03/98 00
0431161157 05 02/01/99 0
2675940 O 01/01/14
0
1860457 B57/G01 F 320,000.00 ZZ
180 320,000.00 1
17373 QUESAN PLACE 6.625 2,809.59 57
(ENCINO AREA) 6.375 2,809.59 570,000.00
LOS ANGELES CA 91316 1 12/14/98 00
0431161199 05 02/01/99 0
9814707 O 01/01/14
0
1860548 356/G01 F 287,000.00 ZZ
180 287,000.00 1
6731 PASEO SAN LEON 6.875 2,559.63 55
6.625 2,559.63 525,000.00
PLEASANTON CA 94566 2 12/08/98 00
0431161470 05 02/01/99 0
2596088 O 01/01/14
0
1860556 E82/G01 F 572,000.00 ZZ
180 572,000.00 1
32089 CANTERHILL PLACE 6.750 5,061.68 77
6.500 5,061.68 745,000.00
WESTLAKE VILLAG CA 91361 2 12/23/98 00
0400168498 03 02/01/99 0
1552538 O 01/01/14
0
1860557 111/111 F 274,100.00 ZZ
180 274,100.00 1
5696 SUN RIDGE COURT 6.500 2,387.71 74
6.250 2,387.71 375,000.00
CASTRO VALLEY CA 94552 2 12/14/98 00
679000809771 05 02/01/99 0
679000809771 O 01/01/14
0
1
1860561 356/G01 F 309,000.00 ZZ
180 309,000.00 1
3444 HOSTETTER ROAD 7.000 2,777.38 75
6.750 2,777.38 412,000.00
SAN JOSE CA 95132 5 12/02/98 00
0431161579 05 02/01/99 0
2614824 O 01/01/14
0
1860588 356/G01 F 400,000.00 ZZ
180 400,000.00 1
11570 UPLAND CT 6.875 3,567.42 36
6.625 3,567.42 1,125,000.00
CUPERTINO CA 95014 2 12/09/98 00
0431162171 05 02/01/99 0
2647980 O 01/01/14
0
1860615 077/077 F 285,000.00 ZZ
180 285,000.00 1
992 W SHORE DR 7.000 2,561.66 75
6.750 2,561.66 380,000.00
CULVER IN 46511 5 12/18/98 00
438526 05 02/01/99 0
438526 O 01/01/14
0
1860794 536/536 F 640,000.00 ZZ
180 635,816.83 1
5125 PALAOLE PLACE 6.625 5,619.16 56
6.375 5,619.16 1,150,000.00
HONOLULU HI 96821 5 10/21/98 00
1208297 05 12/01/98 0
1208297 O 11/01/13
0
1860821 356/G01 F 284,500.00 ZZ
180 284,500.00 1
32413 SEASIDE DRIVE 7.000 2,557.17 76
6.750 2,557.17 376,000.00
UNION CITY CA 94587 2 11/30/98 00
0431160456 05 02/01/99 0
2069964 O 01/01/14
0
1860894 356/G01 F 620,000.00 ZZ
180 620,000.00 1
1
1678 ORVIETO CT 6.875 5,529.50 39
6.625 5,529.50 1,600,000.00
PLEASANTON CA 94566 2 12/15/98 00
0431165349 03 02/01/99 0
2658946 O 01/01/14
0
1860948 225/225 F 227,100.00 ZZ
180 226,375.68 1
4638 VIA DEL RANCHO 6.875 2,025.41 56
6.625 2,025.41 407,980.00
NEWBURY PARK AR CA 91360 1 11/24/98 00
7071908 03 01/01/99 0
7071908 O 12/01/13
0
1861066 387/G01 F 307,500.00 ZZ
180 306,464.99 1
612 OVERHILL DRIVE 6.250 2,636.57 48
6.000 2,636.57 650,000.00
EDGEWATER MD 21037 5 11/30/98 00
0431161868 05 01/01/99 0
0001591239 O 12/01/13
0
1861193 543/G01 F 270,000.00 ZZ
180 265,644.71 1
1708 BAYBROOK LANE 6.875 2,408.01 60
6.625 2,408.01 453,000.00
NAPERVILLE IL 60564 2 07/31/98 00
0431160175 05 09/01/98 0
7210654106 O 08/01/13
0
1861217 E82/G01 F 486,000.00 ZZ
180 486,000.00 1
3021 JLHN VAUGHAN ROAD 6.750 4,300.66 58
6.500 4,300.66 847,500.00
WILLIAMSBURG VA 23185 2 12/28/98 00
0400170965 03 02/01/99 0
1678691 O 01/01/14
0
1861249 964/G01 F 498,000.00 ZZ
180 498,000.00 1
16215 WAYFARER LANE 7.000 4,476.17 50
6.750 4,476.17 1,000,000.00
HUNTINGTON BEAC CA 92649 2 12/18/98 00
0431162056 05 02/01/99 0
1
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448 GENTRY STREET 6.625 2,985.18 68
6.375 2,985.18 500,000.00
HERMOSA BEACH CA 90254 5 12/18/98 00
0431161975 05 02/01/99 0
47888 O 01/01/14
0
1861275 964/G01 F 520,000.00 ZZ
180 520,000.00 1
5615 SARA DRIVE 7.000 4,673.91 76
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TORRANCE CA 90503 2 12/18/98 00
0431161918 05 02/01/99 0
47420 O 01/01/14
0
1861282 964/G01 F 271,500.00 ZZ
180 271,500.00 1
1414 STRATTFORD STREET 6.625 2,383.75 77
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BREA CA 92821 2 12/14/98 00
0431161637 03 02/01/99 0
43025 O 01/01/14
0
1861349 961/G01 F 350,000.00 ZZ
180 348,871.57 1
775 BRIGHAM YOUNG DRIVE 6.750 3,097.18 41
6.500 3,097.18 868,000.00
CLAREMONT CA 91711 1 12/03/98 00
0431163302 05 01/01/99 0
09112018 O 12/01/13
0
1861394 593/593 F 73,000.00 ZZ
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6.750 656.15 118,000.00
BOISE ID 83709 5 12/07/98 00
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0
1
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3930 BALLEY CASTLE LANE 6.625 2,554.97 73
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DULUTH GA 30097 2 12/15/98 00
0431161702 03 02/01/99 0
0200274309 O 01/01/14
0
1861428 E82/G01 F 338,000.00 ZZ
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1280 HUNTINGTON DRIVE 6.500 2,944.34 55
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SAN MARINO CA 91108 2 12/28/98 00
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0
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180 257,300.00 1
10931 WICKWILD DRIVE 6.875 2,294.74 58
6.625 2,294.74 445,000.00
HOUSTON TX 77024 2 12/28/98 00
0400167979 03 02/01/99 0
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0
1861450 593/593 F 250,000.00 T
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102 PARKER GULCH ROAD 7.000 2,247.08 35
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0
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LAS VEGAS NV 89139 2 12/18/98 00
0431165778 05 02/01/99 0
48091 O 01/01/14
0
1861502 964/G01 F 200,000.00 ZZ
180 200,000.00 1
3387 BLAIR DRIVE 6.875 1,783.71 28
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1
LOS ANGELES CA 90068 5 12/23/98 00
0431165661 05 02/01/99 0
47940 O 01/01/14
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180 403,800.00 1
50 LINCOLN PARK 6.750 3,573.27 80
6.500 3,573.27 504,800.00
SAN ANSELMO CA 94960 1 12/08/98 00
0431166065 05 02/01/99 0
44633 O 01/01/14
0
1861505 964/G01 F 300,000.00 ZZ
180 300,000.00 1
16 POMPEII 6.750 2,654.73 56
6.500 2,654.73 540,000.00
IRVINE CA 92606 2 12/09/98 00
0431165901 03 02/01/99 0
42574 O 01/01/14
0
1861530 995/G01 F 392,250.00 T
180 392,250.00 1
12011 OCEAN AVENUE 7.125 3,553.12 65
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23719 BALTAR STREET 7.125 2,376.91 80
6.875 2,376.91 328,000.00
WEST HILLS CA 91304 2 11/23/98 00
0431162759 05 01/01/99 0
1218989 O 12/01/13
0
1861604 956/G01 F 309,000.00 ZZ
180 309,000.00 1
6227 MARYLAND DRIVE 6.625 2,713.00 55
6.375 2,713.00 565,000.00
LOS ANGELES CA 90048 2 12/15/98 00
0431165844 05 02/01/99 0
508110662 O 01/01/14
0
1
1861608 956/G01 F 258,000.00 ZZ
180 258,000.00 1
1503 LA MESA DRIVE 7.000 2,318.98 46
6.750 2,318.98 570,000.00
BURLINGAME CA 94010 2 12/08/98 00
0431166768 05 02/01/99 0
208111141 O 01/01/14
0
1861611 956/G01 F 300,000.00 ZZ
180 300,000.00 1
4536 NORTH ARCADIA DRIVE 6.875 2,675.56 40
6.625 2,675.56 750,000.00
PHOENIX AZ 85018 2 12/21/98 00
0431165455 05 02/01/99 0
408120162 O 01/01/14
0
1861642 956/G01 F 345,000.00 ZZ
180 345,000.00 1
899 SOUTHWOOD BOULEVARD #7 7.000 3,100.96 69
6.750 3,100.96 505,000.00
INCLINE VILLAGE NV 89451 2 12/07/98 00
0431169481 03 02/01/99 0
308100916 O 01/01/14
0
1861662 026/G01 F 280,000.00 ZZ
180 280,000.00 1
303 MEADOWBROOK TER 6.625 2,458.39 25
6.375 2,458.39 1,140,000.00
GREENSBORO NC 27408 5 12/18/98 00
0431169309 05 02/01/99 0
200186493 O 01/01/14
0
1861723 E82/G01 F 303,000.00 ZZ
180 303,000.00 1
951 OSPREY LANE 6.875 2,702.32 57
6.625 2,702.32 537,500.00
LAKE ARROWHEAD CA 92352 2 12/23/98 00
0400163333 05 02/01/99 0
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0
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180 395,000.00 1
1
86 JACOBS LANE 6.750 3,495.39 70
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NORWELL MA 02061 5 12/30/98 00
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180 330,000.00 1
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ANAHEIM CA 92808 2 12/28/98 00
0400166328 03 02/01/99 0
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0
1861955 593/593 F 455,000.00 ZZ
180 455,000.00 1
5582 S WALKER WOODS LANE 6.875 4,057.94 48
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SALT LAKE CITY UT 84117 2 12/08/98 00
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0
1861959 593/593 F 273,000.00 ZZ
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649 WEST 2225 SOUTH 6.875 2,434.77 72
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SYSACUSE UT 84075 2 11/24/98 00
0006490627 05 01/01/99 0
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0
1862068 356/G01 F 312,000.00 ZZ
180 312,000.00 1
2807 MONTAIR PLACE 6.875 2,782.59 70
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UNION CITY CA 94587 2 12/16/98 00
0431164821 03 02/01/99 0
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0
1862071 964/G01 F 326,500.00 ZZ
180 326,500.00 1
978 ACAPULCO STREET 6.750 2,889.23 44
6.500 2,889.23 750,000.00
LAGUNA BEACH CA 92651 2 12/22/98 00
0431167378 05 02/01/99 0
1
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0
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5120 CAMINO PLAYA PORTOFINO 6.750 1,752.13 65
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SAN DIEGO CA 92124 2 12/21/98 00
0431168764 03 02/01/99 0
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0
1862127 077/077 F 300,000.00 ZZ
180 300,000.00 1
21710 CR 10 6.875 2,675.56 50
6.625 2,675.56 600,000.00
ELKHART IN 46514 5 12/21/98 00
438508 05 02/01/99 0
438508 O 01/01/14
0
1862345 356/G01 F 300,000.00 ZZ
180 300,000.00 1
1417 RAVENSWOOD DRIVE 6.875 2,675.57 42
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LOS ALTOS CA 94024 2 12/14/98 00
0431166842 05 02/01/99 0
2634160 O 01/01/14
0
1862450 196/G01 F 596,000.00 ZZ
180 596,000.00 1
4106 MURIFIELD 6.750 5,274.07 80
6.500 5,274.07 745,000.00
PUEBLO CO 81001 1 12/22/98 00
0431165208 05 02/01/99 0
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0
1862486 638/G01 F 255,000.00 ZZ
180 255,000.00 1
100 VIRGINIA AVENUE 6.875 2,274.23 70
6.625 2,274.23 367,000.00
BELMONT CA 94002 2 12/04/98 00
0431169143 05 02/01/99 0
08818756 O 01/01/14
0
1
1862490 638/G01 F 375,000.00 ZZ
180 375,000.00 1
11222 TREYBURN DRIVE 6.875 3,344.45 80
6.625 3,344.45 469,000.00
FISHERS IN 46038 1 12/23/98 00
0431169150 03 02/01/99 0
08838960 O 01/01/14
0
1862493 638/G01 F 272,000.00 ZZ
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2197 TEXAS AVENUE 6.875 2,425.84 75
6.625 2,425.84 365,000.00
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0431168921 03 02/01/99 0
08829919 O 01/01/14
0
1862495 638/G01 F 304,100.00 ZZ
180 304,100.00 1
530 COTTONWOOD PLACE 6.750 2,691.01 77
6.500 2,691.01 400,000.00
FAIRVIEW TX 75069 2 12/17/98 00
0431169184 05 02/01/99 0
08824470 O 01/01/14
0
1862505 638/G01 F 438,800.00 ZZ
180 438,800.00 1
12930 SEABECK HWY NW 7.000 3,944.06 80
6.750 3,944.06 550,000.00
SEABECK WA 98380 2 12/10/98 00
0431169135 05 02/01/99 0
08820774 O 01/01/14
0
1862508 638/G01 F 218,500.00 ZZ
180 218,500.00 1
78305 AVENUE 41 6.750 1,933.53 63
6.500 1,933.53 350,000.00
INDIO CA 92201 2 12/14/98 00
0431169093 05 02/01/99 0
08822067 O 01/01/14
0
1862511 638/G01 F 113,000.00 ZZ
180 113,000.00 1
3371 METHILHAVEN LANE 6.750 999.95 73
6.500 999.95 155,000.00
1
SAN JOSE CA 95121 2 12/16/98 00
0431169085 03 02/01/99 0
08834078 O 01/01/14
0
1862621 961/G01 F 122,500.00 ZZ
180 122,500.00 1
1425 S SANTA ANITA AVENUE 6.125 1,042.02 40
5.875 1,042.02 310,000.00
ARCADIA CA 91006 2 12/16/98 00
0431168731 05 02/01/99 0
09111870 O 01/01/14
0
1862652 638/G01 F 122,650.00 ZZ
180 122,650.00 1
11516 PYRITES WAY 7.000 1,102.41 70
6.750 1,102.41 175,260.00
GOLD RIVER CA 95670 1 12/14/98 00
0431169945 05 02/01/99 0
08822659 O 01/01/14
0
1863621 830/830 F 281,000.00 ZZ
180 281,000.00 1
1150 RIVER BAY ROAD 6.875 2,506.11 73
6.625 2,506.11 385,000.00
ANNAPOLIS MD 21401 2 12/29/98 00
540257 05 02/01/99 0
540257 O 01/01/14
0
2716289 354/354 F 650,000.00 ZZ
180 647,904.34 1
19801 E 86TH STREET N 6.750 5,751.91 59
6.500 5,751.91 1,120,000.00
OWASSO OK 74055 2 11/10/98 00
0021728530 05 01/01/99 0
0021728530 O 12/01/13
0
2716290 354/354 F 492,000.00 ZZ
180 479,177.55 1
15291 NEEDGEWATER CIRCLE NE 6.875 4,387.93 67
6.625 4,387.93 740,000.00
PRIOR LAKE MN 55372 5 04/29/98 00
0021825419 05 06/01/98 0
0021825419 O 05/01/13
0
1
2716291 354/354 F 500,000.00 ZZ
180 498,439.59 1
601 ELMWOOD AVENUE 7.125 4,529.16 62
6.875 4,529.16 810,000.00
WILMETTE IL 60091 2 11/06/98 00
0021963848 05 01/01/99 0
0021963848 O 12/01/13
0
2716292 354/354 F 336,000.00 ZZ
180 332,731.79 1
2489 CEDARWOOD RD 6.750 2,973.30 80
6.500 2,973.30 420,000.00
PEPPER PIKE OH 44124 1 09/23/98 00
0022105696 05 11/01/98 0
0022105696 O 10/01/13
0
2716294 354/354 F 650,000.00 ZZ
180 639,605.64 1
14 OVERHILLS DR, 7.000 5,842.38 40
6.750 5,842.38 1,662,500.00
LADUE MO 63124 1 09/24/98 00
0022181051 05 11/01/98 0
0022181051 O 10/01/13
0
2716295 354/354 F 300,000.00 ZZ
180 298,121.96 1
23502 W WINDROSE PLACE 7.125 2,717.49 95
6.875 2,717.49 316,197.00
VALENCIA CA 91354 1 10/22/98 01
0022204101 03 12/01/98 30
0022204101 O 11/01/13
0
2716296 354/354 F 319,000.00 ZZ
180 315,897.13 1
32165 RIVER ROAD 6.750 2,822.87 61
6.500 2,822.87 525,000.00
ORANGE BEACH AL 36561 2 09/18/98 00
0022226054 03 11/01/98 0
0022226054 O 10/01/13
0
2716297 354/354 F 303,750.00 ZZ
180 300,781.31 1
1
12104 FAULKNER DRIVE 7.250 2,772.83 75
7.000 2,772.83 405,000.00
OWINGS MILL MD 21117 5 09/24/98 00
0022235055 05 11/01/98 0
0022235055 O 10/01/13
0
2716298 354/354 F 300,000.00 ZZ
180 298,060.10 1
36714 BRIAN AVENUE 6.750 2,654.73 69
6.500 2,654.73 440,000.00
WINDSOR CO 80550 2 10/16/98 00
0022239115 03 12/01/98 0
0022239115 O 11/01/13
0
2716299 354/354 F 382,000.00 ZZ
180 378,204.13 1
11912 FAIRWAY DRIVE 6.500 3,327.63 88
6.250 3,327.63 435,000.00
LITTLE ROCK AR 72212 2 09/11/98 10
0022243893 05 11/01/98 25
0022243893 O 10/01/13
0
2716300 354/354 F 650,000.00 ZZ
180 643,878.22 1
6015 EAST VIA LOS CABALLOS 7.125 5,887.90 47
6.875 5,887.90 1,400,000.00
PARADISE VALLEY AZ 85253 1 09/10/98 00
0022250831 05 11/01/98 0
0022250831 O 10/01/13
0
2716301 354/354 F 470,000.00 ZZ
180 468,533.22 1
7065 EAST FOOTHILLS DRIVE 7.125 4,257.41 56
6.875 4,257.41 850,000.00
PARADISE VALLEY AZ 85253 2 11/05/98 00
0022254338 03 01/01/99 0
0022254338 O 12/01/13
0
2716302 354/354 F 264,000.00 ZZ
180 263,167.09 1
449 COLUMBINE STREET 7.000 2,372.91 80
#A 6.750 2,372.91 330,000.00
DENVER CO 80206 2 11/13/98 00
0022255251 03 01/01/99 0
1
0022255251 O 12/01/13
0
2716303 354/354 F 650,000.00 ZZ
180 645,705.66 1
1240 STANHOPE COURT 6.500 5,662.20 78
6.250 5,662.20 835,000.00
SOUTHLAKE TX 76092 1 10/06/98 00
0022256150 03 12/01/98 0
0022256150 O 11/01/13
0
2716304 354/354 F 322,400.00 T
180 319,297.52 1
4552 EAST MEADOW LANE #9 6.875 2,875.34 80
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VAIL CO 81657 1 09/21/98 00
0022260814 01 11/01/98 0
0022260814 O 10/01/13
0
2716305 354/354 F 349,200.00 ZZ
180 345,803.42 1
1305 SPINNAKER TRAIL 6.750 3,090.10 79
6.500 3,090.10 445,000.00
MONUMENT CO 80132 2 09/23/98 00
0022280671 03 11/01/98 0
0022280671 O 10/01/13
0
2716306 354/354 F 306,000.00 ZZ
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985 APEL LANE 6.750 2,707.82 69
6.500 2,707.82 449,500.00
DOWELL MD 20629 2 09/25/98 00
0022292007 05 11/01/98 0
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0
2716307 354/354 F 837,000.00 ZZ
180 831,587.70 1
2953 HERON PLACE 6.750 7,406.69 65
6.500 7,406.69 1,306,000.00
BLOOMFIELD MI 48302 2 10/16/98 00
0022293500 05 12/01/98 0
0022293500 O 11/01/13
0
1
2716309 354/354 F 240,000.00 ZZ
180 237,665.55 1
39750 WELD COUNTY ROAD 15 6.750 2,123.79 75
6.500 2,123.79 320,000.00
FT COLLINS CO 80524 5 09/24/98 00
0022320766 05 11/01/98 0
0022320766 O 10/01/13
0
2716310 354/354 F 460,000.00 ZZ
180 458,516.92 1
407 DEEPWOOD COURT 6.750 4,070.58 66
6.500 4,070.58 700,000.00
NAPERVILLE IL 60540 2 11/07/98 00
0022344097 05 01/01/99 0
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0
2716311 354/354 F 572,000.00 ZZ
180 570,155.82 1
1245 CHERRY STREET 6.750 5,061.68 68
6.500 5,061.68 850,000.00
WINNETKA IL 60093 2 11/10/98 00
0022363626 05 01/01/99 0
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0
2716312 354/354 F 400,000.00 ZZ
180 398,696.35 1
5821 REID DRIVE NORTHWEST 6.625 3,511.98 66
6.375 3,511.98 610,000.00
GIG HARBOR WA 98335 5 11/11/98 00
0022368716 05 01/01/99 0
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0
2716314 354/354 F 411,600.00 ZZ
180 410,258.55 1
1712 BRIGHTON COURT 6.625 3,613.82 67
6.375 3,613.82 616,000.00
CHAMPAIGN IL 61822 2 11/13/98 00
0022381792 03 01/01/99 0
0022381792 O 12/01/13
0
2716319 354/354 F 414,000.00 ZZ
180 411,145.74 1
8358 EAST HOLMES ROAD 6.000 3,493.57 67
5.750 3,493.57 625,000.00
1
MEMPHIS TN 38125 5 10/26/98 00
0022404966 05 12/01/98 0
0022404966 O 11/01/13
0
2716322 354/354 F 507,000.00 ZZ
180 505,347.63 1
2709 NW 25TH CIRCLE 6.625 4,451.43 70
6.375 4,451.43 725,000.00
CAMAS WA 98607 5 11/10/98 00
0022408827 05 01/01/99 0
0022408827 O 12/01/13
0
2716323 354/354 F 627,000.00 ZZ
180 622,813.08 1
23 EDGEHILL ROAD 6.375 5,418.85 63
6.125 5,418.85 1,000,000.00
LITTLE ROCK AR 72207 5 10/26/98 00
0022409247 05 12/01/98 0
0022409247 O 11/01/13
0
2716327 354/354 F 310,000.00 ZZ
180 307,951.94 1
348 OAK AVENUE 6.500 2,700.43 42
6.250 2,700.43 750,000.00
SAN ANSELMO CA 94960 2 10/29/98 00
0022420848 05 12/01/98 0
0022420848 O 11/01/13
0
2716329 354/354 F 360,000.00 ZZ
180 358,826.72 1
1200 SNOWDEN FARM COVE 6.625 3,160.78 80
6.375 3,160.78 450,000.00
COLLIERVILE TN 38017 2 11/20/98 00
0022428973 05 01/01/99 0
0022428973 O 12/01/13
0
2716330 354/354 F 317,000.00 ZZ
180 315,015.53 1
3360 BARRINGTON DRIVE 7.125 2,871.48 72
6.875 2,871.48 445,000.00
WEST LINN OR 97068 5 10/22/98 00
0022431159 03 12/01/98 0
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0
1
2716331 354/354 F 320,000.00 ZZ
180 318,945.79 1
711 ROCKLAND ROAD 6.500 2,787.54 73
6.250 2,787.54 440,000.00
ROCKLAND DE 19732 5 11/10/98 00
0022436182 05 01/01/99 0
0022436182 O 12/01/13
0
2716332 354/354 F 343,000.00 ZZ
180 340,583.92 1
9421 GUNBARREL RIDGE RD 6.500 2,987.90 73
6.250 2,987.90 470,000.00
BOULDER CO 80301 2 10/22/98 00
0022437123 05 12/01/98 0
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0
2716333 354/354 F 280,000.00 ZZ
180 279,106.98 1
2245 CAMINO DEL ROSARIO 6.875 2,497.19 33
6.625 2,497.19 850,000.00
SANTA BARBARA CA 93108 5 11/05/98 00
0022452254 05 01/01/99 0
0022452254 O 12/01/13
0
2716335 354/354 F 400,000.00 ZZ
180 398,765.21 1
11330 IRISH AVENUE 7.250 3,651.46 49
7.000 3,651.46 825,000.00
STILLWATER MN 55082 5 11/02/98 00
0022475933 05 01/01/99 0
0022475933 O 12/01/13
0
2716336 354/354 F 300,000.00 ZZ
180 298,060.10 1
4697 LOCK RIDGE COURT 6.750 2,654.73 75
6.500 2,654.73 400,000.00
KENNESAW GA 30152 5 10/27/98 00
0022480099 03 12/01/98 0
0022480099 O 11/01/13
0
2716337 354/354 F 360,700.00 ZZ
180 359,549.59 1
1
1066 FAIRWAY VALLEY DRIVE 6.875 3,216.92 69
6.625 3,216.92 526,000.00
WOODSTOCK GA 30188 2 11/13/98 00
0022491419 03 01/01/99 0
0022491419 O 12/01/13
0
2716338 354/354 F 432,000.00 ZZ
180 423,789.77 1
2014 MOUNTAIN PINE DRIVE 7.125 3,913.20 78
6.875 3,913.20 560,000.00
MECHANICSBURG PA 17055 2 05/29/98 00
0022507461 05 08/01/98 0
0022507461 O 07/01/13
0
2716339 354/354 F 472,000.00 ZZ
180 470,478.22 1
3655 SUNSHINE CANYON DRIVE 6.750 4,176.78 48
6.500 4,176.78 1,000,000.00
BOULDER CO 80302 2 11/23/98 00
0022509202 05 01/01/99 0
0022509202 O 12/01/13
0
2716340 354/354 F 256,000.00 ZZ
180 254,362.36 1
3010 NEWQUAY LANE 6.875 2,283.15 80
6.625 2,283.15 320,000.00
RICHMOND VA 23235 1 10/29/98 00
0022513741 05 12/01/98 0
0022513741 O 11/01/13
0
2716341 354/354 F 315,000.00 ZZ
180 312,984.94 1
1029 ROSEMARY TERRACE 6.875 2,809.34 75
6.625 2,809.34 420,000.00
DEERFIELD IL 60015 5 10/20/98 00
0022530398 05 12/01/98 0
0022530398 O 11/01/13
0
2716342 354/354 F 250,000.00 ZZ
180 249,236.65 1
1116 POPLAR RIDGE ROAD 7.375 2,299.81 72
7.125 2,299.81 350,000.00
KNOXVILLE TN 37922 5 11/17/98 00
0022530422 05 01/01/99 0
1
0022530422 O 12/01/13
0
2716343 354/354 F 262,500.00 ZZ
180 261,653.67 1
1022 RICHMOND ROAD 6.750 2,322.89 71
6.500 2,322.89 370,000.00
LEXINGTON KY 40502 2 10/28/98 00
0022546782 05 01/01/99 0
0022546782 O 12/01/13
0
2716344 354/354 F 425,000.00 ZZ
120 415,025.16 1
9255 DAVIES ROAD 6.875 4,907.28 78
6.625 4,907.28 548,000.00
MINOCQUA WI 54548 2 08/12/98 00
0022586382 05 10/01/98 0
0022586382 O 09/01/08
0
2716345 354/354 F 480,000.00 ZZ
180 465,110.53 1
3048 W HIDDEN LAKE RD 6.750 4,247.57 57
6.500 4,247.57 855,000.00
MEQUON WI 53092 5 10/16/98 00
0022590269 05 12/01/98 0
0022590269 O 11/01/13
0
2716346 354/354 F 330,000.00 ZZ
120 324,246.83 1
622 SUTCLIFF CIRCCLE 7.000 3,831.58 66
6.750 3,831.58 500,000.00
MENDOTA HEIGHTS MN 55118 2 09/29/98 00
0022595953 05 11/01/98 0
0022595953 O 10/01/08
0
2716347 354/354 F 600,000.00 ZZ
180 593,715.07 1
1745 CHELSEA ROAD 6.750 5,309.46 43
6.500 5,309.46 1,400,000.00
SAN MARINO CA 91108 5 09/19/98 00
0026775858 05 11/01/98 0
0026775858 O 10/01/13
0
1
2716348 354/354 F 650,000.00 ZZ
180 643,745.00 1
720 CLOYDEN ROAD 6.875 5,797.06 78
6.625 5,797.06 840,000.00
PALOS VERDES CA 90274 2 09/26/98 00
0026897207 05 11/01/98 0
0026897207 O 10/01/13
0
2716349 354/354 F 941,500.00 ZZ
180 932,536.76 1
8846 BELMART ROAD 7.000 8,462.47 54
6.750 8,462.47 1,760,000.00
POTOMAC MD 20854 5 09/24/98 00
0026907329 05 11/01/98 0
0026907329 O 10/01/13
0
2716351 354/354 F 270,000.00 ZZ
180 269,129.49 1
9412 WOODINGTON DRIVE 6.750 2,389.26 63
6.500 2,389.26 431,000.00
POTOMAC MD 20854 1 12/03/98 00
0026992610 05 01/01/99 0
0026992610 O 12/01/13
0
2716352 354/354 F 550,000.00 ZZ
180 544,303.32 1
871 TIBURON BLVD 6.500 4,791.10 53
6.250 4,791.10 1,040,000.00
BELVEDERE TIBUR CA 94920 5 09/18/98 00
0026998195 05 11/01/98 0
0026998195 O 10/01/13
0
2716353 354/354 F 650,000.00 ZZ
180 643,745.00 1
14669 SOUTH DRAPER VIEW COVE 6.875 5,797.06 64
6.625 5,797.06 1,020,000.00
DRAPER UT 84020 1 09/28/98 00
0027008986 05 11/01/98 0
0027008986 O 10/01/13
0
2716354 354/354 F 450,000.00 ZZ
180 448,595.63 1
923 ARIKARA DRIVE 7.125 4,076.25 65
6.875 4,076.25 696,000.00
1
FREMONT CA 94539 5 11/20/98 00
0027030485 05 01/01/99 0
0027030485 O 12/01/13
0
2716355 354/354 F 265,000.00 T
180 264,163.93 1
11840 NORTH PARK AVENUE 7.000 2,381.90 72
6.750 2,381.90 370,000.00
LOS ANGELES CA 90066 2 11/25/98 00
0027044064 05 01/01/99 0
0027044064 O 12/01/13
0
2716356 354/354 F 494,550.00 ZZ
180 490,212.04 1
1460 THOMPSON AVENUE 6.875 4,410.67 70
6.625 4,410.67 714,000.00
SULLIVANS ISLAN SC 29482 5 10/22/98 00
0027051879 05 12/01/98 0
0027051879 O 11/01/13
0
2716357 354/354 F 260,000.00 ZZ
180 260,000.00 1
5510 ROTHAM COURT 7.375 2,391.81 72
7.125 2,391.81 365,000.00
CASTRO VALL CA 94552 2 12/01/98 00
0027064377 03 02/01/99 0
0027064377 O 01/01/14
0
2716358 354/354 F 550,000.00 ZZ
180 546,481.63 1
565 REINANTE AVENUE 6.875 4,905.20 30
6.625 4,905.20 1,850,000.00
CORAL GABLE FL 33156 5 10/21/98 00
0027090687 05 12/01/98 0
0027090687 O 11/01/13
0
2716359 354/354 F 595,000.00 ZZ
180 593,081.66 1
1500 HORSE POINT COURT 6.750 5,265.22 70
6.500 5,265.22 850,000.00
VIRGINIA BEACH VA 23454 5 11/19/98 00
0027096882 05 01/01/99 0
0027096882 O 12/01/13
0
1
2716361 354/354 F 650,000.00 ZZ
180 645,796.87 1
601 HECKER PASS ROAD 6.750 5,751.92 44
6.500 5,751.92 1,500,000.00
WATSONVILLE CA 95076 2 10/01/98 00
0027112556 05 12/01/98 0
0027112556 O 11/01/13
0
2716363 354/354 F 475,958.00 ZZ
180 472,847.02 1
55 ANNANDALE 6.625 4,178.89 51
6.375 4,178.89 950,000.00
NASHVILLE TN 37215 5 10/15/98 00
0027148659 05 12/01/98 0
0027148659 O 11/01/13
0
2716364 354/354 F 560,000.00 ZZ
180 555,001.56 1
1198 POINT VIEW ROAD 6.875 4,994.39 70
6.625 4,994.39 800,000.00
CHAPIN SC 29036 5 10/26/98 00
0027155340 05 12/01/98 0
0027155340 O 11/01/13
0
2716365 354/354 F 375,000.00 ZZ
180 375,000.00 1
9345 SW 142 STREET 7.000 3,370.61 71
6.750 3,370.61 530,000.00
MIAMI FL 33176 5 12/07/98 00
0027167592 05 02/01/99 0
0027167592 O 01/01/14
0
2716366 354/354 F 650,000.00 ZZ
180 650,000.00 1
900 CREEK DRIVE 6.875 5,797.06 76
6.625 5,797.06 860,000.00
ANNAPOLIS MD 21403 2 12/02/98 00
0027190206 05 02/01/99 0
0027190206 O 01/01/14
0
2716367 354/354 F 316,000.00 ZZ
180 315,834.00 1
1
1010 REDFIELD LANE 6.875 2,818.26 80
6.625 2,818.26 395,000.00
DUNWOODY GA 30338 5 12/07/98 00
0027195551 05 02/01/99 0
0027195551 O 01/01/14
0
2716368 354/354 F 527,100.00 ZZ
180 525,344.75 1
528 PELZER DRIVE 6.375 4,555.47 70
6.125 4,555.47 753,000.00
MT PLEASANT SC 29464 5 11/20/98 00
0027205947 05 01/01/99 0
0027205947 O 12/01/13
0
2716369 354/354 F 355,000.00 ZZ
120 352,948.97 1
6020 NEIL BAY DRIVE 7.000 4,121.86 68
6.750 4,121.86 527,000.00
SAN JUAN ISLAND WA 98250 5 11/30/98 00
0027210632 05 01/01/99 0
0027210632 O 12/01/08
0
2716370 354/354 F 500,000.00 ZZ
180 498,370.45 1
20 FINCH FOREST TRAIL 6.625 4,389.97 42
6.375 4,389.97 1,200,000.00
ATLANTA GA 30327 5 11/03/98 00
0027230960 03 01/01/99 0
0027230960 O 12/01/13
0
2716371 354/354 F 525,000.00 T
180 523,270.43 1
4551 GULFSHORE BLVD 6.500 4,573.32 70
UNIT;703 6.250 4,573.32 750,000.00
NAPLES FL 34103 5 11/23/98 00
0027235324 01 01/01/99 0
0027235324 O 12/01/13
0
2716372 354/354 F 387,500.00 ZZ
180 387,500.00 1
2132 WINDING WOODS DR. 7.000 3,482.96 88
6.750 3,482.96 445,000.00
LIBERTY MO 64068 2 12/07/98 12
0027284447 03 02/01/99 23
1
0027284447 O 01/01/14
0
2716373 354/354 F 650,000.00 ZZ
180 647,971.47 1
1236 N OCEAN WAY 7.125 5,887.91 56
6.875 5,887.91 1,175,000.00
PALM BEACH FL 33480 1 11/16/98 00
0027298660 05 01/01/99 0
0027298660 O 12/01/13
0
2716374 354/354 F 277,000.00 ZZ
180 276,135.54 1
8199 MARY JANE DRIVE 7.125 2,509.15 75
6.875 2,509.15 373,000.00
MANASSAS VA 20112 2 11/30/98 00
0027300318 03 01/01/99 0
0027300318 O 12/01/13
0
2716375 354/354 F 361,500.00 ZZ
180 361,500.00 1
15 SPRING HILL COURT 7.125 3,274.58 43
6.875 3,274.58 850,000.00
BLUFFTON SC 29926 2 12/07/98 00
0027318534 03 02/01/99 0
0027318534 O 01/01/14
0
2716376 354/354 F 262,500.00 ZZ
180 262,500.00 1
1270 RIVER ROAD 7.750 2,470.85 75
7.500 2,470.85 350,000.00
TODD NC 28684 5 12/03/98 00
0027319128 05 02/01/99 0
0027319128 O 01/01/14
0
2716377 354/354 F 383,000.00 ZZ
180 383,000.00 1
11670 BLACKWOODS LANE 6.875 3,415.81 80
6.625 3,415.81 480,000.00
WEST PALM BEACH FL 33412 2 12/04/98 00
0027326594 03 02/01/99 0
0027326594 O 01/01/14
0
1
2716378 354/354 F 325,000.00 ZZ
180 325,000.00 1
7319 VALLEYBROOK ROAD 6.875 2,898.53 76
6.625 2,898.53 430,000.00
CHARLOTTE NC 28270 2 12/07/98 00
0027337781 05 02/01/99 0
0027337781 O 01/01/14
0
2716379 354/354 F 472,000.00 ZZ
180 470,494.61 1
85 CATHEDRAL DRIVE 6.875 4,209.56 72
6.625 4,209.56 656,000.00
SANTA CRUZ CA 95060 5 11/24/98 00
0027347673 05 01/01/99 0
0027347673 O 12/01/13
0
2716380 354/354 F 265,500.00 ZZ
180 265,500.00 1
124 LANTERNBACK ISLAND DRIVE 7.250 2,423.66 43
7.000 2,423.66 623,000.00
SATELLITE BEACH FL 32937 2 11/30/98 00
0027356229 03 02/01/99 0
0027356229 O 01/01/14
0
2716381 354/354 F 401,700.00 T
180 401,700.00 1
835 WEST PACES FERRY ROAD 6.875 3,582.58 61
6.625 3,582.58 660,000.00
ATLANTA GA 30327 2 12/08/98 00
0027366269 05 02/01/99 0
0027366269 O 01/01/14
0
2716382 354/354 F 242,000.00 ZZ
180 242,000.00 1
4509 LAKE FLOWER DRIVE 6.875 2,158.29 70
6.625 2,158.29 350,000.00
HOLLY SPRINGS NC 27540 5 12/04/98 00
0027377811 03 02/01/99 0
0027377811 O 01/01/14
0
2716383 354/354 F 298,000.00 ZZ
180 296,596.83 1
3600 WINDING CREEK DRIVE 7.375 2,741.38 56
7.125 2,741.38 535,000.00
1
AUSTIN TX 78735 2 11/23/98 00
0027383595 05 01/01/99 0
0027383595 O 12/01/13
0
2716384 354/354 F 300,000.00 ZZ
180 300,000.00 1
5909 DOONE VALLEY COURT 7.125 2,717.50 75
6.875 2,717.50 400,000.00
AUSTIN TX 78731 5 12/04/98 00
0027404805 05 02/01/99 0
0027404805 O 01/01/14
0
2716385 354/354 F 420,000.00 ZZ
180 418,703.47 1
14044 OAKWOOD GLEN PLACE 7.250 3,834.03 65
7.000 3,834.03 655,000.00
VALLEY CENTER CA 92082 2 11/25/98 00
0027421122 05 01/01/99 0
0027421122 O 12/01/13
0
2716386 354/354 F 600,000.00 ZZ
180 598,044.53 1
4709 WESTCHESTER DRIVE 6.625 5,267.97 43
6.375 5,267.97 1,400,000.00
WOODLAND HILLS CA 91364 2 11/27/98 00
0027440627 03 01/01/99 0
0027440627 O 12/01/13
0
2716387 354/354 F 360,000.00 ZZ
180 358,888.69 1
312 26TH STREET 7.250 3,286.31 44
7.000 3,286.31 820,000.00
SANTA MONICA CA 90402 2 11/27/98 00
0027440825 05 01/01/99 0
0027440825 O 12/01/13
0
2716388 354/354 F 330,000.00 ZZ
180 330,000.00 1
31 BREWIN LANE 6.875 2,943.12 67
6.625 2,943.12 494,990.00
SAN RAMON CA 94583 1 12/09/98 00
0027499144 05 02/01/99 0
0027499144 O 01/01/14
0
1
2717373 696/G01 F 85,600.00 ZZ
180 85,600.00 1
10127 GREEN HOLLY TERRACE 7.000 769.40 80
6.750 769.40 107,000.00
SILVER SPRING MD 20902 2 12/18/98 00
0431154285 03 02/01/99 0
3198215 O 01/01/14
0
2717573 286/286 F 501,000.00 ZZ
180 499,402.11 1
7544 KENSINGTON WAY 6.875 4,468.20 79
6.625 4,468.20 635,000.00
FRANKLIN WI 53132 2 11/30/98 00
0000997971 05 01/01/99 0
0000997971 O 12/01/13
0
2717574 286/286 F 339,200.00 ZZ
180 337,006.61 1
1601 ROANOKE RD 6.750 3,001.62 75
6.500 3,001.62 453,000.00
KELLER TX 76262 2 11/04/98 00
0008660169 05 12/01/98 0
0008660169 O 11/01/13
0
2717575 286/286 F 500,000.00 T
180 495,188.45 1
193 PINELEIGH PATH 6.875 4,459.28 39
6.625 4,459.28 1,300,000.00
OSTERVILLE MA 02655 1 09/16/98 00
0009036677 05 11/01/98 0
0009036677 O 10/01/13
0
2717576 286/286 F 292,000.00 ZZ
180 288,322.29 1
98 LIBERTY HILLS ESTATE 7.125 2,645.03 73
6.875 2,645.03 400,000.00
MANCHESTER KY 40962 2 08/19/98 00
0009042682 05 10/01/98 0
0009042682 O 09/01/13
0
2717847 696/G01 F 750,000.00 ZZ
180 750,000.00 1
1
15410 PARTNERSHIP ROAD 6.875 6,688.91 57
6.625 6,688.91 1,325,000.00
POOLESVILLE MD 20837 1 12/30/98 00
0431158765 05 02/01/99 0
3188189 O 01/01/14
0
2717854 696/G01 F 377,000.00 ZZ
180 377,000.00 1
524 B SPRINGVALE ROAD 6.875 3,362.29 58
6.625 3,362.29 655,000.00
GREAT FALLS VA 22066 2 12/23/98 00
0431158773 05 02/01/99 0
1018146 O 01/01/14
0
2720965 696/G01 F 288,000.00 ZZ
180 288,000.00 1
9328 SIBELIUS DRIVE 6.750 2,548.54 80
6.500 2,548.54 360,000.00
VIENNA VA 22182 4 12/14/98 00
0431168244 03 02/01/99 0
2378362 O 01/01/14
0
TOTAL NUMBER OF LOANS : 865
TOTAL ORIGINAL BALANCE : 283,315,990.38
TOTAL PRINCIPAL BALANCE : 281,184,706.00
TOTAL ORIGINAL P+I : 2,540,730.68
TOTAL CURRENT P+I : 2,540,730.68
***************************
* END OF REPORT *
***************************
F-1
1
RUN ON : 01/26/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.45.07 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1999-S1 CUTOFF : 01/01/99
POOL : 0004352
:
:
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
------------------------------------------------------------------------------
1712468 .2500
339,397.58 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1758487 .2500
63,847.78 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1758492 .2500
278,035.93 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.2500 1.0450
1790525 .2500
204,349.08 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1801509 .2500
493,056.09 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1809916 .2500
314,453.40 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1810208 .2500
650,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1823602 .2500
374,003.34 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1823607 .2500
312,987.63 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1824043 .2500
438,581.39 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1826235 .2500
393,042.42 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1826820 .2500
197,368.51 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1827048 .2500
118,905.93 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1828687 .2500
138,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
1829685 .2500
246,678.73 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1829799 .2500
179,419.66 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830103 .2500
302,431.64 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830105 .2500
234,517.43 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830111 .2500
178,230.34 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1830121 .2500
318,183.88 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1830123 .2500
335,837.80 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830125 .2500
118,832.76 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1830153 .2500
242,667.56 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830154 .2500
84,976.25 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1830155 .2500
400,465.17 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830157 .2500
264,346.86 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1830158 .2500
323,292.60 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830168 .2500
231,743.52 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830175 .2500
52,658.61 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1830179 .2500
55,503.95 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1
1830183 .2500
100,673.68 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1830192 .2500
56,314.50 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830193 .2500
98,624.45 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830194 .2500
99,267.16 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1831528 .2500
395,982.70 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1831635 .2500
249,469.09 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1832366 .2500
293,092.43 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1832542 .2500
446,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1833832 .2500
300,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1836487 .2500
515,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1836618 .2500
355,633.17 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1837528 .2500
292,467.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1837889 .2500
299,053.51 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1837934 .2500
305,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1838674 .2500
298,080.90 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1839003 .2500
125,593.76 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
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298,121.96 .0800
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315,897.13 .0800
6.7500 .0000
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300,781.31 .0800
7.2500 .0000
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1
2716298 .2500
298,060.10 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
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2716299 .2500
378,204.13 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
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2716300 .2500
643,878.22 .0800
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468,533.22 .0800
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263,167.09 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2716303 .2500
645,705.66 .0300
6.5000 .0000
6.2500 .0000
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2716304 .2500
319,297.52 .0800
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345,803.42 .0800
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1
2716306 .2500
301,012.36 .0800
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2716307 .2500
831,587.70 .0800
6.7500 .0000
6.5000 .0000
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2716309 .2500
237,665.55 .0800
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6.5000 .0000
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458,516.92 .0800
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570,155.82 .0800
6.7500 .0000
6.5000 .0000
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398,696.35 .0800
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410,258.55 .0800
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411,145.74 .0300
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1
2716322 .2500
505,347.63 .0800
6.6250 .0000
6.3750 .0000
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2716323 .2500
622,813.08 .0300
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2716327 .2500
307,951.94 .0300
6.5000 .0000
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358,826.72 .0800
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2716330 .2500
315,015.53 .0800
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2716331 .2500
318,945.79 .0300
6.5000 .0000
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2716332 .2500
340,583.92 .0300
6.5000 .0000
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2716333 .2500
279,106.98 .0800
6.8750 .0000
6.6250 .0000
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6.2500 .2950
1
2716335 .2500
398,765.21 .0800
7.2500 .0000
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6.9200 .0000
6.2500 .6700
2716336 .2500
298,060.10 .0800
6.7500 .0000
6.5000 .0000
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2716337 .2500
359,549.59 .0800
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2716338 .2500
423,789.77 .0800
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6.8750 .0000
6.7950 .0000
6.2500 .5450
2716339 .2500
470,478.22 .0800
6.7500 .0000
6.5000 .0000
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2716340 .2500
254,362.36 .0800
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6.2500 .2950
2716341 .2500
312,984.94 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716342 .2500
249,236.65 .0800
7.3750 .0000
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6.2500 .7950
1
2716343 .2500
261,653.67 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2716344 .2500
415,025.16 .0800
6.8750 .0000
6.6250 .0000
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6.2500 .2950
2716345 .2500
465,110.53 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2716346 .2500
324,246.83 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2716347 .2500
593,715.07 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2716348 .2500
643,745.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716349 .2500
932,536.76 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2716351 .2500
269,129.49 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
2716352 .2500
544,303.32 .0300
6.5000 .0000
6.2500 .0000
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6.2200 .0000
2716353 .2500
643,745.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716354 .2500
448,595.63 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2716355 .2500
264,163.93 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2716356 .2500
490,212.04 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716357 .2500
260,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
2716358 .2500
546,481.63 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716359 .2500
593,081.66 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
2716361 .2500
645,796.87 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2716363 .2500
472,847.02 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2716364 .2500
555,001.56 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716365 .2500
375,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2716366 .2500
650,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716367 .2500
315,834.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716368 .2500
525,344.75 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2716369 .2500
352,948.97 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
2716370 .2500
498,370.45 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2716371 .2500
523,270.43 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2716372 .2500
387,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2716373 .2500
647,971.47 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2716374 .2500
276,135.54 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2716375 .2500
361,500.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2716376 .2500
262,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.2500 1.1700
2716377 .2500
383,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
2716378 .2500
325,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716379 .2500
470,494.61 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716380 .2500
265,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2716381 .2500
401,700.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716382 .2500
242,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2716383 .2500
296,596.83 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
2716384 .2500
300,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2716385 .2500
418,703.47 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1
2716386 .2500
598,044.53 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2716387 .2500
358,888.69 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2716388 .2500
330,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2717373 .2500
85,600.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2717573 .2500
499,402.11 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2717574 .2500
337,006.61 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2717575 .2500
495,188.45 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2717576 .2500
288,322.29 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1
2717847 .2500
750,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2717854 .2500
377,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2720965 .2500
288,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
TOTAL NUMBER OF LOANS: 865
TOTAL BALANCE........: 281,184,706.00
1
RUN ON : 01/26/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.45.07 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1999-S1 FIXED SUMMARY REPORT CUTOFF : 01/01/99
POOL : 0004352
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 6.8535 6.0000 7.8750
RFC NET RATE 6.6035 5.7500 7.6250
NET MTG RATE(INVSTR RATE) 6.5293 5.7200 7.5450
POST STRIP RATE 6.2358 5.7200 6.2500
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0741 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2935 .0000 1.2950
TOTAL NUMBER OF LOANS: 865
TOTAL BALANCE........: 281,184,706.00
***************************
* 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:
(i) 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.
(ii) 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.
(iii) 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.
(iv) 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.
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 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-1
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this Seller/Servicer
Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
G-2
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
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 is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Pass-Through Certificates, Series 1999-S1, Class R (the
"Owner")), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of __________________] [the United States], on
behalf of which he makes this affidavit and agreement.
(2) That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R Certificates, and (iii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
(3) That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
(4) That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
(5) The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
(6) That the Owner is aware that the Trustee will not register the transfer
of any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
(7) That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
(8) That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
(9) The Owner's Taxpayer Identification Number is ______________.
(10) This affidavit and agreement relates only to the Class R Certificates
held by the Owner and not to any other holder of the Class R Certificates. The
Owner understands that the liabilities described herein relate only to the Class
R Certificates.
(11) That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
(12) That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
(13) That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
(14) The Purchaser is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
I-1-1
<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 _______[Date].
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this _______ day of ________[Date].
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
I-1-2
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-S1
Re: Mortgage Pass-Through Certificates,
Series 1999-S1, 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-S1, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
January 1, 1999 among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master servicer, and
Bankers Trust Company, 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 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-2-1
<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
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-S1
Re: Mortgage Pass-Through Certificates,
Series 1999-S1, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S1, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of January 1, 1999 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
Bankers Trust Company, 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.
(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.
(6) The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (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. '
2510.3-101; 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 DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either 6(a) or (b)
above.
Very truly yours,
By:
Name:
Title:
J-1-1
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
____________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Mortgage Securities I, Inc., Series 1999-S1
Re: Mortgage Pass-Through Certificates,
Series 1999-S1, Class M-[__]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase from
________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1999-S1, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of January 1, 1999 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
Bankers Trust Company, 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 (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. ' 2510.3-101; or
J-2-1
<PAGE>
(b) The Purchaser is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied.
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) or (b) above.
Very truly yours,
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT J-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry Class M Certificate (or any interest
therein) shall be deemed to have represented, by virtue of its acquisition or
holding of such Certificate (or interest therein), that either:
(a) it is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan; or
(b) (i) the transferee is an insurance company, (ii) the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and (iii) the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied.
Any purported beneficial owner of a book-entry Class M Certificate (or interest
therein) to whom either (a) or (b) above does not apply shall indemnify and hold
harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of its acquisition or holding of such
Certificate.
J-3-1
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
____________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-S1
Re: Mortgage Pass-Through Certificates,
Series 1999-S1, [Class B-]
Ladies and Gentlemen:
In connection with the sale by ____________ the "Seller") to ______________
the "Purchaser") of $ _________________ Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1999-S1, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of January 1, 1999 among Residential Funding
Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and - Bankers Trust Company, 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 sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
K-1
<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 January 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 Bankers Trust
Company, 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.
(D) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(E) The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto
as Annex 1 or Annex 2. The Buyer is aware that the sale to it is
being made in reliance on Rule 144A. The Buyer is acquiring the Rule
144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant
to another exemption from registration under the 1933 Act.
(3) The Buyer
a. is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; 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 DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III
of PTCE 95-60.]
(4) This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of
which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No.: No.:
Date: Date:
L-1
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
(1) As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
(2) In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
___ 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.
(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-2
<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 because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
(6) The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-3
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(e) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
SECTION 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a)
Subject to subsection (c) below, prior to the later of the third Business Day
prior to each Distribution Date or the related Determination Date, the Master
Servicer shall determine whether it or any 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 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 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
Section 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 supercession (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
supercession will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. A
copy of any such instrument shall be provided to the Trustee and the Master
Servicer together with an Opinion of Counsel that such amendment complies with
this Section 12.02.
M-1
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1999-S1
[Date]
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-S1
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 January 1, 1999 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and Bankers Trust Company (the "Trustee") as amended by Amendment No.
___ thereto, dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1999-S1 (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. GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential 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.
(A) 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.
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:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-1
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-S1
Re: Mortgage Pass-Through Certificates,
Series 1999-S1 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
January 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
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
O-1
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1860259 422,392.56 5.72 0.0848 35,818.89
2716319 411,145.74 5.72 0.0848 34,865.16
1857364 597,958.75 5.845 0.0648 38,747.73
1859985 107,000.00 5.845 0.0648 6,933.60
1862621 122,500.00 5.845 0.0648 7,938.00
1836618 355,633.17 5.97 0.0448 15,932.37
1846011 277,116.93 5.97 0.0448 12,414.84
1847087 297,060.84 5.97 0.0448 13,308.33
1848250 333,533.57 5.97 0.0448 14,942.30
1852373 409,219.28 5.97 0.0448 18,333.02
1855544 315,000.00 5.97 0.0448 14,112.00
1859278 334,074.26 5.97 0.0448 14,966.53
1860272 387,000.00 5.97 0.0448 17,337.60
1860282 468,418.03 5.97 0.0448 20,985.13
1860297 296,996.95 5.97 0.0448 13,305.46
1860298 428,552.66 5.97 0.0448 19,199.16
1860320 331,300.00 5.97 0.0448 14,842.24
1861066 306,464.99 5.97 0.0448 13,729.63
1853684 321,115.27 6.02 0.0368 11,817.04
1853649 275,577.27 6.07 0.0288 7,936.63
1853667 284,048.91 6.07 0.0288 8,180.61
1853674 368,765.25 6.07 0.0288 10,620.44
1831528 395,982.70 6.095 0.0248 9,820.37
1831635 249,469.09 6.095 0.0248 6,186.83
1840218 73,952.91 6.095 0.0248 1,834.03
1846000 291,027.64 6.095 0.0248 7,217.49
1848304 262,928.82 6.095 0.0248 6,520.63
1851741 252,157.51 6.095 0.0248 6,253.51
1852340 429,115.22 6.095 0.0248 10,642.06
1853536 291,276.80 6.095 0.0248 7,223.66
1853580 270,183.65 6.095 0.0248 6,700.55
1853960 350,151.39 6.095 0.0248 8,683.75
1854174 295,014.32 6.095 0.0248 7,316.36
1854679 546,327.27 6.095 0.0248 13,548.92
1856371 498,334.99 6.095 0.0248 12,358.71
1856872 177,905.59 6.095 0.0248 4,412.06
1856962 308,967.70 6.095 0.0248 7,662.40
1857379 400,000.00 6.095 0.0248 9,920.00
1860169 270,000.00 6.095 0.0248 6,696.00
1860248 284,696.53 6.095 0.0248 7,060.47
1860279 239,200.79 6.095 0.0248 5,932.18
1860295 254,649.18 6.095 0.0248 6,315.30
2716323 622,813.08 6.095 0.0248 15,445.76
2716368 525,344.75 6.095 0.0248 13,028.55
1859449 495,000.00 6.17 0.0128 6,336.00
1829685 246,678.73 6.22 0.0048 1,184.06
1830121 318,183.88 6.22 0.0048 1,527.28
1830157 264,346.86 6.22 0.0048 1,268.86
1840059 514,925.43 6.22 0.0048 2,471.64
1840083 273,183.16 6.22 0.0048 1,311.28
1840148 288,084.07 6.22 0.0048 1,382.80
1840781 268,216.20 6.22 0.0048 1,287.44
1847041 391,914.83 6.22 0.0048 1,881.19
1847231 402,324.29 6.22 0.0048 1,931.16
1847232 397,357.34 6.22 0.0048 1,907.32
1848463 577,161.54 6.22 0.0048 2,770.38
1848547 236,219.23 6.22 0.0048 1,133.85
1850391 476,425.28 6.22 0.0048 2,286.84
1851889 439,547.16 6.22 0.0048 2,109.83
1852268 244,772.12 6.22 0.0048 1,174.91
1852335 446,319.86 6.22 0.0048 2,142.34
1852354 284,061.09 6.22 0.0048 1,363.49
1853574 294,028.15 6.22 0.0048 1,411.34
1853651 294,028.15 6.22 0.0048 1,411.34
1853654 334,893.07 6.22 0.0048 1,607.49
1853669 490,379.15 6.22 0.0048 2,353.82
1853676 321,437.55 6.22 0.0048 1,542.90
1853732 364,927.31 6.22 0.0048 1,751.65
1854378 287,051.21 6.22 0.0048 1,377.85
1854844 255,156.64 6.22 0.0048 1,224.75
1855612 151,000.00 6.22 0.0048 724.8
1855713 317,885.87 6.22 0.0048 1,525.85
1855990 295,024.85 6.22 0.0048 1,416.12
1856007 335,220.56 6.22 0.0048 1,609.06
1856596 358,250.00 6.22 0.0048 1,719.60
1856874 406,655.88 6.22 0.0048 1,951.95
1856941 440,543.87 6.22 0.0048 2,114.61
1857400 341,727.30 6.22 0.0048 1,640.29
1857803 260,567.06 6.22 0.0048 1,250.72
1857877 200,000.00 6.22 0.0048 960
1859459 480,000.00 6.22 0.0048 2,304.00
1860275 262,911.30 6.22 0.0048 1,261.97
1860280 458,484.57 6.22 0.0048 2,200.73
1860281 310,972.14 6.22 0.0048 1,492.67
1860293 366,400.00 6.22 0.0048 1,758.72
1860557 274,100.00 6.22 0.0048 1,315.68
1861428 338,000.00 6.22 0.0048 1,622.40
2716299 378,204.13 6.22 0.0048 1,815.38
2716303 645,705.66 6.22 0.0048 3,099.39
2716327 307,951.94 6.22 0.0048 1,478.17
2716331 318,945.79 6.22 0.0048 1,530.94
2716332 340,583.92 6.22 0.0048 1,634.80
2716352 544,303.32 6.22 0.0048 2,612.66
2716371 523,270.43 6.22 0.0048 2,511.70
$32,603,705.25 0.019529997529 $636,750.28
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Re: Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1999-S1
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the Class A-V[-1] 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[-1]
Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of January
1, 1999, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:______________________________
Name:
Title:
<PAGE>
<PAGE>
