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) December 29, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of December 1, 1999, providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1999-S25)
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-72493 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
MINNEAPOLIS, MINNESOTA 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Series Supplement, dated as of December 1, 1999, to the
Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 1999,
among Residential Funding Mortgage Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and Bank One, National Association, as
trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
BY:
Name: Randy Van Zee
Title: Vice President
Dated: January 12, 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
BY: /S/ RANDY VAN ZEE
Name: Randy Van Zee
Title: Vice President
Dated: January 12, 2000
<PAGE>
EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF DECEMBER 1, 1999,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Mortgage Pass-Through Certificates
Series 1999-S25
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
SECTION 1.01 DEFINITIONS............................................................3
SECTION 1.02 USE OF WORDS AND PHRASES..............................................10
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS. (SEE SECTION 2.01 OF THE STANDARD TERMS)
.....................................................................11
SECTION 2.02 ACCEPTANCE BY TRUSTEE. (SEE SECTION 2.02 OF THE STANDARD TERMS)
.....................................................................11
SECTION 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER AND THE
COMPANY...............................................................11
SECTION 2.04 REPRESENTATIONS AND WARRANTIES OF SELLERS. (SEE SECTION 2.04 OF THE STANDARD
TERMS)................................................................13
SECTION 2.05 EXECUTION AND AUTHENTICATION OF CERTIFICATES..........................13
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 CERTIFICATE ACCOUNT. (SEE SECTION 4.01 OF THE STANDARD TERMS)
.....................................................................16
SECTION 4.02 DISTRIBUTIONS.........................................................16
SECTION 4.03 STATEMENTS TO CERTIFICATEHOLDERS. (SEE SECTION 4.03 OF THE STANDARD TERMS
AND EXHIBIT THREE ATTACHED HERETO) ...................................24
SECTION 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES BY THE
MASTER SERVICER. (SEE SECTION 4.04 OF THE STANDARD TERMS).............24
SECTION 4.05 ALLOCATION OF REALIZED LOSSES.........................................24
<PAGE>
SECTION 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY. (SEE
SECTION 4.06 OF THE STANDARD TERMS) ..................................25
SECTION 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS. (SEE SECTION 4.07 OF THE
STANDARD TERMS)......................................................25
ARTICLE V
THE CERTIFICATES
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC ADMINISTRATION. (SEE SECTION 10.01 OF THE STANDARD TERMS)
.....................................................................31
SECTION 10.02 MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE INDEMNIFICATION. (SEE
SECTION 10.02 OF THE STANDARD TERMS).................................31
SECTION 10.03 DESIGNATION OF REMIC(S)...............................................31
SECTION 10.04 DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR INTERESTS...........31
SECTION 10.05 COMPLIANCE WITH WITHHOLDING REQUIREMENTS..............................32
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 AMENDMENT. (SEE SECTION 11.01 OF THE STANDARD TERMS)
.....................................................................33
<PAGE>
SECTION 11.02 RECORDATION OF AGREEMENT. COUNTERPARTS. (SEE SECTION 11.02 OF THE STANDARD
TERMS)...............................................................33
SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (SEE SECTION 11.03 OF THE
STANDARD TERMS).......................................................33
SECTION 11.04 GOVERNING LAWS. (SEE SECTION 11.04 OF THE STANDARD TERMS)
.....................................................................33
SECTION 11.05 NOTICES...............................................................33
SECTION 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER. (SEE SECTION 11.06 OF
THE STANDARD TERMS) ..................................................34
SECTION 11.07 SEVERABILITY OF PROVISIONS. (SEE SECTION 11.07 OF THE STANDARD TERMS)
.....................................................................34
SECTION 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION. (SEE SECTION 11.08 OF THE
STANDARD TERMS).......................................................34
SECTION 11.09 ALLOCATION OF VOTING RIGHTS...........................................34
</TABLE>
ARTICLE XII
[RESERVED]
<PAGE>
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of December 1, 1999
<PAGE>
This is a Series Supplement, dated as of December 1, 1999 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 and attached as Exhibit Four hereto (the "Standard Terms"
and, together with this Series Supplement, the "Pooling and Servicing Agreement"
or "Agreement"), 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 BANK ONE, NATIONAL
ASSOCIATION, 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 Trust Fund. 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, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as one or more real
estate mortgage investment conduits (each, a "REMIC") for federal income tax
purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
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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>
Aggregate
Initial
Certificate Standard &
Pass-Through Principal Maturity Poor's/ Minimum
DESIGNATION RATE BALANCE FEATURES1 DATE FITCH IBCA DENOMINATIONS2
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.75% $ 130,105,000.00 Senior December 25, 2014 AAA/AAA $25,000
Class A-P 0.00% $ 1,055,586.14 Principal Only December 25, 2014 AAAr/AAA $25,000
Class A-V Variable Rate $ 0.00 Variable Strip December 25, 2014 AAAr/AAA 20%
Class R 6.75% $ 100.00 Residual/Senior December 25, 2014 AAA/AAA 20%
Class M-1 6.75% $ 1,476,400.00 Mezzanine December 25, 2014 N/A/AA $25,000
Class M-2 6.75% $ 469,700.00 Mezzanine December 25, 2014 N/A/A $250,000
Class M-3 6.75% $ 469,700.00 Mezzanine December 25, 2014 N/A/BBB $250,000
Class B-1 6.75% $ 268,400.00 Subordinate December 25, 2014 N/A/BB $250,000
Class B-2 6.75% $ 134,200.00 Subordinate December 25, 2014 N/A/B $250,000
Class B-3 6.75% $ 201,343.72 Subordinate December 25, 2014 N/A $250,000
</TABLE>
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $134,180,429.86.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
____________________
1 The Class A-1 and Class M Certificates shall be Book-Entry Certificates.
The Class A-P, Class A-V, Class R and Class B Certificates shall be
delivered to the holders thereof in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable) 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 any of the Class A-P and Class B Certificates that
contains an uneven multiple of $1,000 shall be issued in a denomination
equal to the sum of the related minimum denomination set forth above and
such uneven multiple for such Class or the sum of such denomination and an
integral multiple of $1,000. The Class R Certificates and Class A-V
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%.
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<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
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 of
this Series Supplement. 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
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<PAGE>
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.
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 of the Standard Terms, which shall be
entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1999-S25" and which must be an Eligible
Account.
CLASS A CERTIFICATE: Any one of the Class A-1, Class A-P or Class A-V
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
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 to the Standard Terms as Exhibit D and evidencing an interest designated
as a "residual interest" in the REMIC for purposes of the REMIC Provisions.
CLOSING DATE: December 29, 1999.
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 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1999-S25.
CUT-OFF DATE: December 1, 1999.
DISCOUNT NET MORTGAGE RATE: 6.75% per annum.
DUE PERIOD: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
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) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
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<PAGE>
FRAUD LOSS AMOUNT: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the third to the fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement 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.
INDIRECT DEPOSITORY PARTICIPANT: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
INITIAL MONTHLY PAYMENT FUND: $15,694, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in January 2000, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment in accordance with the definition of "Trust
Fund".
INITIAL NOTIONAL AMOUNT: With respect to the Class A-V Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass on such
date.
INITIAL SUBORDINATE CLASS PERCENTAGE: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 1.10% Class B-1: 0.20%
Class M-2: 0.35% Class B-2: 0.10%
Class M-3: 0.35% Class B-3: 0.15%
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<PAGE>
INTEREST ACCRUAL PERIOD: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
INTEREST ONLY CERTIFICATES: Any one of the Class A-V Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
MATURITY DATE: December 25, 2014, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan.
MORTGAGE LOAN SCHEDULE: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the street address of the Mortgaged Property (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) including
state and zip code ("ADDRESS");
(c) the maturity of the Mortgage Note ("MATURITY DATE"); (d) the
Mortgage Rate ("ORIG RATE"); (e) the Subservicer pass-through rate
("CURR NET"); (f) the Net Mortgage Rate ("NET MTG RT"); (g) the Pool
Strip Rate ("STRIP"); (h) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(i) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (j) the
Loan-to-Value Ratio at origination ("LTV");
(k) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(l) 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
(m) 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.
NOTIONAL AMOUNT: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass immediately prior to such date.
PASS-THROUGH RATE: With respect to the Class A Certificates (other than
the Class A-V and the Principal Only Certificates), Class M Certificates, Class
B Certificates and Class R 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 related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such
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<PAGE>
Distribution Date (or, with respect to the initial Distribution Date, at the
close of business on the Cutoff Date). With respect to the Class A-V
Certificates and the initial Distribution Date the Pass-Through Rate is equal to
0.5037% 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 Class A-V REMIC Regular Interests represented by such Subclass as
of the Due Date in the related Due Period, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans as of the day
immediately preceding such Distribution Date (or with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). The Principal
Only Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
PREPAYMENT ASSUMPTION: A prepayment assumption of 225% 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 Subordinate 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
January 2005 (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 not discussed in clause (i) above
on which any Class of Subordinate Certificates are outstanding:
in the case of the Class of Subordinate Certificates then
outstanding with the Highest Priority and each other Class of
Subordinate 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
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
in the case of each other Class of Subordinate
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 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution
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Amount") would result in a distribution in respect of principal of any
Class or Classes of Subordinate 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 Subordinate 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.
PRINCIPAL ONLY CERTIFICATES: Any one of the Class A-P Certificates.
RELATED CLASSES: As to any Uncertificated REMIC Regular Interest, those
classes of Certificates identified as Related Classes of Certificates to such
Uncertificated REMIC Regular Interest in the definition of Uncertificated REMIC
Regular Interest.
SENIOR CERTIFICATE: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D respectively.
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) of this Series Supplement, 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) of this Series
Supplement and (b) the sum of the amounts required to be distributed to the
Senior Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii) of this Series Supplement.
SPECIAL HAZARD AMOUNT: As of any Distribution Date, an amount equal to
$2,705,110 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific
-8-
<PAGE>
Classes of Certificates in accordance with Section 4.05 of this Series
Supplement and (ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cutoff 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 25.53% (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.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class 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) of this Series Supplement
to the extent not payable to the Senior Certificates; (ii) such Class's pro rata
share, based on the Certificate Principal Balance of each Class of Subordinate
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement to the extent such collections
are not otherwise distributed to the Senior Certificates; (iii) the product of
(x) the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the Senior Certificates; (iv) if such Class is the
Class of Subordinate Certificates with the Highest Priority, 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
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have been allocated to a Class of Subordinate Certificates minus (b) with
respect to the Class of Subordinate Certificates with the Lowest Priority, any
Excess Subordinate Principal Amount for SUCH DISTRIBUTION DATE; PROVIDED,
HOWEVER, that the Subordinate Principal Distribution Amount for any Class of
Subordinate Certificates on any Distribution Date shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
UNCERTIFICATED ACCRUED INTEREST: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest were equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest were equal to the related Uncertificated Notional Amount, and any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated REMIC Regular Interests pro rata in accordance
with the amount of interest accrued with respect to each related Uncertificated
Notional Amount and such Distribution Date.
UNCERTIFICATED NOTIONAL AMOUNT: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related Mortgage
Loan.
UNCERTIFICATED PASS-THROUGH RATE: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
UNCERTIFICATED REMIC REGULAR INTEREST POOL STRIP RATE: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
UNCERTIFICATED REMIC REGULAR INTEREST DISTRIBUTION AMOUNT: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).
UNCERTIFICATED REMIC REGULAR INTERESTS: The 348 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 6.75%, each having no
principal balance and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.
SECTION 1.02 USE OF WORDS AND PHRASES.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the
plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS. (SEE SECTION 2.01 OF THE
STANDARD TERMS)
SECTION 2.02 ACCEPTANCE BY TRUSTEE. (SEE SECTION 2.02 OF THE STANDARD
TERMS)
SECTION 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER AND THE COMPANY.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(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 One hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures that (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. Two Pledged Asset Mortgage
Loans representing 0.5% of the aggregate Stated Principal Balance
of the Mortgage Loans will be secured by Pledged Assets in
addition to the related Mortgaged Property and in lieu of any
Primary Insurance Policy;
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(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 1.1% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in
California and no more than 1.5% 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
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) 15.2% of the Mortgage Loans 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) Five of the Mortgage Loans, representing 1.3% of the
Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date, are Cooperative Loans;
(xv) With respect to any 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;
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(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvii) One of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)Two of the Mortgage Loans are Pledged Asset Loans and
none of the Mortgage Loans 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) that 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. (SEE SECTION 2.04
OF THE STANDARD TERMS)
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
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any exceptions noted, togethe 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
(SEE ARTICLE III OF THE STANDARD TERMS)
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 CERTIFICATE ACCOUNT. (SEE SECTION 4.01 OF THE STANDARD TERMS)
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) below, the amount required to be
distributed to the Master Servicer or a Sub-Servicer pursuant to Section
4.02(a)(iii) below, 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) below), in each
case to the extent of the Available Distribution Amount:
(i) to the Senior Certificates (other than the Principal
Only Certificates) 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 Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(ii) through (e), the sum of the following
(applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
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(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
the Standard Terms) pursuant to Sections 2.02, 2.04
or 4.07 of the Standard Terms and Section 2.03 of
the Standard Terms and this Series Supplement, and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.04 of the Standard Terms or Section 2.03
of the Standard Terms and this Series Supplement,
during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to each
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, 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) of the Standard Terms) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than
the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to each 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) of
the Standard Terms) 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
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such Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with respect to
each 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 of the Standard
Terms (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) of this
Series Supplement);
(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 each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (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 Subordinate Certificates;
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer 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),
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(xiii), (xiv) and (xv) of this Series Supplement 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) of this Series Supplement 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) of
this Series Supplement 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) of this
Series Supplement 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;
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(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) of this Series
Supplement 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)
of this Series Supplement 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 Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
(xvii) to the Class R Certificates, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior 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
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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 Senior Certificates on each
Distribution Date occurring prior to 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 the
Standard Terms) 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;
-20-
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(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the balance of the Senior Principal Distribution
Amount remaining after the distribution, if any, described in
clause (ii) above shall be distributed to the Class A-1
Certificates until the Certificate Principal Balance thereof has
been reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Senior Certificates
(other than the Class A-P 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, (ii) the Senior Principal Distribution Amount will be
distributed to the remaining Senior Certificates (other than the Class
A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, and (iii) the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-P, Class A-V and
Subordinate 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
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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 with respect to the Certificates of any
Class 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 solely 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") 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.
(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 related Interest Accrual Period. 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. (SEE SECTION 4.03 OF THE
STANDARD TERMS AND EXHIBIT THREE ATTACHED HERETO)
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SECTION 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY;
ADVANCES BY THE MASTER SERVICER. (SEE SECTION 4.04 OF THE STANDARD
TERMS)
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 during the related Due Period. 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 any 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 on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all the Senior Certificates (other than the Class A-P Certificates) on a
pro rata basis, as described below. The principal portion of any Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary
Losses on the Discount Mortgage Loans will be allocated to the Class A-P
Certificates in an amount equal to the Discount Fraction thereof and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among the Senior Certificates (other than the Class A-P Certificates) and
Subordinate Certificates, on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the
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<PAGE>
provisions of Section 4.02(a). Allocations of the interest portions of Realized
Losses shall be made in proportion to the amount of Accrued Certificate Interest
and 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.
(SEE SECTION 4.06 OF THE STANDARD TERMS)
SECTION 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS. (SEE SECTION
4.07 OF THE STANDARD TERMS)
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ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
-25-
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
-26-
<PAGE>
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
-27-
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
-28-
<PAGE>
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
-29-
<PAGE>
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC ADMINISTRATION. (SEE SECTION 10.01 OF THE STANDARD
TERMS)
SECTION 10.02 MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION. (SEE SECTION 10.02 OF THE STANDARD TERMS)
SECTION 10.03 DESIGNATION OF REMIC(S).
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund) as a REMIC for federal income tax purposes.
The Class A-1, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates and the rights in and to which will be
represented by the Class A-V 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 in the
Standard Terms) under federal income tax law. On and after the date of issuance
of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the
Standard Terms, any such Subclass will represent the Uncertificated Class A-V
REMIC Regular Interest or Interests specified by the initial Holder of the Class
A-V Certificates pursuant to said Section.
SECTION 10.04 DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR INTERESTS.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 10.04. The amount deemed
distributable hereunder with respect to the Class A-V Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
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<PAGE>
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
SECTION 10.05 COMPLIANCE WITH WITHHOLDING REQUIREMENTS.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
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<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 AMENDMENT. (SEE SECTION 11.01 OF THE STANDARD TERMS)
SECTION 11.02 RECORDATION OF AGREEMENT. COUNTERPARTS. (SEE SECTION 11.02 OF
THE STANDARD TERMS)
SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (SEE SECTION
11.03 OF THE STANDARD TERMS)
SECTION 11.04 GOVERNING LAWS. (SEE SECTION 11.04 OF THE STANDARD TERMS)
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 the appropriate address for each recipient
listed in the table below or, in each case, such other address as may
hereafter be furnished in writing to the Master Servicer, the Trustee
and the Company, as applicable:
RECIPIENT Address
8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Company Attention: President
10 Universal City Plaza, Suite 2100
Universal City, California 91608,
Master Servicer Attention: Managing Director/Master Servicing
Corporate Trust Office
The Trustee designates its offices located at
14 WALL STREET, 8TH Floor New York, New York
10005, for the purposes of Section 8.12
Trustee of the Standard Terms
One State Street Plaza
Fitch IBCA New York, New York 10004
55 Water Street
Standard & Poor's New York, New York 10041
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such holder as
shown in the Certificate Register. Any notice so
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<PAGE>
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been DULY GIVEN, WHETHER OR NOT THE CERTIFICATEHOLDER RECEIVES
SUCH NOTICE.
SECTION 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER. (SEE
SECTION 11.06 OF THE STANDARD TERMS)
SECTION 11.07 SEVERABILITY OF PROVISIONS. (SEE SECTION 11.07 OF THE
STANDARD TERMS)
SECTION 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION. (SEE SECTION
11.08 OF THE STANDARD TERMS)
SECTION 11.09 ALLOCATION OF VOTING RIGHTS.
98.0% of all of the Voting Rights shall be allocated among 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% of all Voting Rights shall be allocated among the Holders of
the Class A-V Certificates in accordance with their respective Percentage
Interests, and 1% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates in accordance with their respective Percentage
Interests.
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ARTICLE XII
[RESERVED]
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<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
ATTEST: By:
Name: Timothy Pillar Name: Randy Van Zee
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
ATTEST: By:
Name: Randy Van Zee Name: Timothy Pillar
Title: Director Title: Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
ATTEST:
NAME: BY:
Title: Name:
Title:
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1999 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1999 before me, a notary public in
and for said State, personally appeared Timothy Pillar, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
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<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of December, 1999 before me, a notary public in
and for said State, personally appeared _______________, known to me to be a
_________________ of Bank One, 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 banking corporation and acknowledged to
me that such 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]
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<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
1
RUN ON : 12/21/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.06.32 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1999-S2 CUTOFF : 12/01/99
POOL : 0004417
:
:
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 #
______________________________________________________________________________
1365943 076/076 F 232,200.00 ZZ
180 156,040.85 1
2204 COVEMONT DRIVE 6.875 2,070.89 54
6.625 2,070.89 431,000.00
HUNTSVILLE AL 35801 2 10/19/93 00
6685781 05 12/01/93 0
6685781 O 11/01/08
0
1576204 354/354 F 276,000.00 ZZ
180 245,462.53 1
8 SILLS COURT 7.000 2,480.77 79
6.750 2,480.77 350,000.00
WARWICK NY 10990 2 03/24/97 00
20839601 05 05/01/97 0
20839601 O 04/01/12
0
1738676 637/K06 F 164,500.00 ZZ
180 153,755.05 1
2305 SENIMI CIRCLE 7.375 1,513.28 84
7.125 1,513.28 197,000.00
CERES CA 95307 2 03/26/98 01
0430799262 05 05/01/98 6
8901019 O 04/01/13
0
1856900 K09/G01 F 32,000.00 ZZ
180 29,427.64 1
271 SOUTH 400 EAST 7.125 289.87 29
6.875 289.87 112,000.00
AMERICAN FORK UT 84003 5 12/07/98 00
0431142264 05 02/01/99 0
1
219860 O 01/01/14
0
1859208 A26/G01 F 641,725.05 ZZ
176 626,772.46 1
320 FERN DELL STREET 7.000 5,842.39 70
6.750 5,842.39 925,000.00
UPPER SADDLE RI NJ 07458 2 04/23/99 00
0431309376 05 06/01/99 0
12633 O 01/01/14
0
1884634 J53/J53 F 578,000.00 ZZ
180 560,603.27 1
1829 CHRISTOVAL ROAD 7.875 5,482.04 73
7.500 5,482.04 800,000.00
SAN ANGELO TX 76903 2 01/08/99 00
0000 05 03/01/99 0
0000 O 02/01/14
0
1905638 J55/G01 F 592,370.00 ZZ
180 592,370.00 1
9604 BEMAN WOODS WAY 8.375 5,789.98 80
8.125 5,789.98 745,000.00
POTOMAC MD 20854 1 11/12/99 00
0431640515 03 01/01/00 0
23002100 O 12/01/14
0
1914296 638/G01 F 251,100.00 ZZ
180 245,962.45 1
1515 IVERSON STREET 6.250 2,152.99 90
6.000 2,152.99 279,000.00
ATLANTA GA 30307 1 05/14/99 10
0431344514 05 07/01/99 25
8887523 O 06/01/14
0
1915782 B57/G01 F 456,000.00 ZZ
180 447,425.44 1
9354 CLAIR CREST DRIVE 7.250 4,162.66 54
7.000 4,162.66 850,000.00
BEVERLY HILLS CA 90210 2 05/21/99 00
0431348127 05 07/01/99 0
9911581 O 06/01/14
0
1
1916720 638/G01 F 395,000.00 ZZ
180 387,332.10 1
345 CASTRO LANE 6.875 3,522.82 44
6.625 3,522.82 898,200.00
FREMONT CA 94539 1 05/14/99 00
0431347475 05 07/01/99 0
8888949 O 06/01/14
0
1917931 F62/G01 F 82,400.00 ZZ
180 81,126.42 2
7280-7282 SW 23 STREET 7.375 758.02 41
7.125 758.02 202,000.00
MIAMI FL 33155 2 06/22/99 00
0431387943 05 08/01/99 0
0000 O 07/01/14
0
1918023 183/G01 F 40,000.00 ZZ
180 39,156.49 1
4386 BEDFORD AVENUE 7.750 376.52 15
7.500 376.52 285,000.00
BROOKLYN NY 11229 5 05/21/99 00
0431355502 05 06/26/99 0
800081107 O 05/26/14
0
1926846 F44/G01 F 52,970.00 ZZ
120 51,048.93 1
117 ONE MILE LANE 7.375 625.31 45
7.125 625.31 120,000.00
SMYRNA TN 37167 2 06/30/99 00
0431384296 05 08/01/99 0
209498 O 07/01/09
0
1927635 H87/G01 F 144,500.00 T
180 144,500.00 1
16 BEARS CROSSING 8.250 1,401.85 85
8.000 1,401.85 170,000.00
WEST DOVER VT 05356 2 10/26/99 12
0431606300 05 01/01/00 20
99061802 O 12/01/14
0
1928466 183/G01 F 70,000.00 ZZ
180 67,664.63 1
9217 SUNGOLD WAY 7.690 656.49 52
7.440 656.49 135,000.00
1
SACRAMENTO CA 95826 2 07/02/99 00
0431396092 05 08/08/99 0
80012910 O 07/08/14
0
1930248 375/G01 F 605,000.00 ZZ
180 592,556.83 1
16610 YORK ROAD 6.750 5,353.71 72
6.500 5,353.71 850,000.00
MONKTON MD 21111 5 05/28/99 00
0431395649 05 07/01/99 0
5810935675 O 06/01/14
0
1935238 F44/G01 F 38,500.00 ZZ
120 37,881.75 1
555 HELMET AVENUE 8.500 477.34 73
8.250 477.34 53,000.00
WATERLOO IA 50703 5 08/02/99 00
0431416742 05 10/01/99 0
209845 O 09/01/09
0
1935254 F62/G01 F 89,500.00 ZZ
180 88,701.57 1
7650 NW 6 COURT 7.750 842.45 73
7.500 842.45 123,000.00
PEMBROKE PINES FL 33024 2 08/04/99 00
0431418334 05 10/01/99 0
0000 O 09/01/14
0
1941409 624/G01 F 280,000.00 ZZ
180 277,854.02 1
8371 SUMANEE PLACE NORTHEAST 7.875 2,655.66 80
7.625 2,655.66 350,000.00
BAINBRIDGE ISLA WA 98110 1 08/31/99 00
0431463389 03 11/01/99 0
33400180156 O 10/01/14
0
1941972 G52/G01 F 300,000.00 ZZ
180 298,038.83 1
888 OLNEY STREET 8.000 2,866.96 92
7.750 2,866.96 328,000.00
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30013610 O 11/01/14
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1953304 287/047 F 447,200.00 ZZ
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7336349 05 08/01/99 0
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1953859 976/976 F 300,050.00 ZZ
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5814301 09 11/01/99 0
5814301 O 10/01/14
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0431646413 01 12/01/99 0
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0431629088 03 01/01/00 0
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0431650605 03 12/01/99 0
1209100098 O 11/01/14
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0021747720 O 09/01/14
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192867 O 05/01/14
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DANDRIDGE TN 37725 2 04/29/99 00
313660 05 06/01/99 0
313660 O 05/01/14
0
1954904 299/025 F 475,000.00 ZZ
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8850 DARLENE DRIVE 6.250 4,072.76 52
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966341 05 07/01/99 0
966341 O 06/01/14
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1954909 299/025 F 259,000.00 ZZ
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MCDONOUGH GA 30253 1 11/06/98 00
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2228123 O 12/01/13
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1954913 299/025 F 295,779.92 ZZ
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5500 BROWN ATKIN DRIVE 6.500 2,576.56 77
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313702 O 12/01/13
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1954927 299/025 F 110,795.64 ZZ
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33 MILLIKEN'S BEND 8.250 4,821.60 80
8.000 4,821.60 625,000.00
HATTIESBURG MS 39402 2 11/05/99 00
0431638675 05 01/01/00 0
2715186 O 12/01/14
0
1954937 299/025 F 275,000.00 ZZ
180 265,161.12 1
4046 11TH STREET NORTH 6.625 2,414.48 48
6.375 2,414.48 580,000.00
ST PETERSBURG FL 33703 1 04/30/99 00
809662 05 06/01/99 0
809662 O 05/01/14
0
1954940 299/025 F 232,000.00 ZZ
180 212,441.35 1
15740 TURNBERRY DRIVE 6.500 2,020.97 80
6.250 2,020.97 290,000.00
MIAMI LAKES FL 33014 2 11/30/98 00
864511 05 01/01/99 0
864511 O 12/01/13
0
1954943 299/025 F 400,000.00 ZZ
163 392,949.02 1
136 BOWSPRIT DRIVE 7.750 3,975.43 60
7.500 3,975.43 675,000.00
NORTH PALM BEAC FL 33408 1 07/16/99 00
381270 05 08/01/99 0
381270 O 02/01/13
0
1
1954952 299/025 F 369,600.00 ZZ
180 363,638.12 1
3106 CRYSTAL CAY 6.875 3,296.29 80
6.625 3,296.29 462,000.00
BELLEAIR BEACH FL 33786 2 06/22/99 00
0004083473 05 08/01/99 0
0004083473 O 07/01/14
0
1954958 299/025 F 291,000.00 ZZ
180 273,628.74 1
1214 SHADY CREEK ROAD 7.000 2,615.60 54
6.750 2,615.60 540,000.00
MARRIOTTSVILLE MD 21104 2 05/11/98 00
0005711171 05 07/01/98 0
0005711171 O 06/01/13
0
1954964 299/025 F 107,000.00 ZZ
180 101,724.16 1
160 HARBOR POINT DRIVE 7.000 961.75 30
6.750 961.75 360,000.00
BRUNSWICK GA 31523 1 08/20/98 00
637080 05 10/01/98 0
637080 O 09/01/13
0
1954988 299/025 F 320,000.00 ZZ
180 309,307.92 1
111 GRAYS CREEK ROAD 6.625 2,809.58 80
6.375 2,809.58 400,000.00
SAVANNAH GA 31410 2 01/15/99 00
0004060968 05 03/01/99 0
0004060968 O 02/01/14
0
1954991 299/025 F 336,300.00 ZZ
180 332,243.24 1
3387 PARK GROVE COURT 7.625 3,141.48 76
7.375 3,141.48 446,000.00
LONGWOOD FL 32779 1 07/30/99 00
0021627807 03 09/01/99 0
0021627807 O 08/01/14
0
1954996 299/025 F 300,000.00 ZZ
180 292,968.31 1
1
3712 CAMP MANGUM WYND 6.500 2,613.32 49
6.250 2,613.32 616,250.00
RALIEGH NC 27612 1 04/26/99 00
0005731930 03 06/01/99 0
0005731930 O 05/01/14
0
1954999 299/025 F 155,972.94 ZZ
180 137,484.93 1
513 VASSAR POINT 7.375 1,434.83 14
LOT 22 BUTLER PLANTATION 7.125 1,434.83 1,150,000.00
ST SIMONS ISLAN GA 31522 2 04/01/99 00
989967 05 06/01/99 0
989967 O 05/01/14
0
1955003 299/025 F 392,000.00 ZZ
180 384,063.09 1
2235 WHITMAN ROAD 6.375 3,387.86 80
6.125 3,387.86 490,000.00
RALEIGH NC 27607 2 05/28/99 00
0005732888 05 07/01/99 0
0005732888 O 06/01/14
0
1955016 299/025 F 300,000.00 ZZ
180 294,114.40 1
507 PINE TREE DRIVE NE 6.750 2,654.73 44
6.500 2,654.73 697,000.00
ATLANTA GA 30305 5 05/20/99 00
952480 05 07/01/99 0
952480 O 06/01/14
0
1955021 299/025 F 300,000.00 ZZ
180 297,143.97 1
9228 SOUTHERN BREEZE DRIVE 7.000 2,696.48 42
6.750 2,696.48 730,000.00
ORLANDO FL 32836 1 08/02/99 00
0021932538 03 10/01/99 0
0021932538 O 09/01/14
0
1956540 163/G01 F 81,500.00 ZZ
180 81,272.20 1
12733 WEST GOLDENBROOK COURT 8.375 796.60 45
8.125 796.60 185,000.00
BOISE ID 83704 4 10/22/99 00
0431654375 03 12/01/99 0
1
0217152523 O 11/01/14
0
1956943 S89/G01 F 245,000.00 ZZ
180 244,268.15 1
4901 BOWERIE COURT 7.625 2,288.62 70
7.375 2,288.62 351,370.00
POWDER SPRINGS GA 30127 1 10/22/99 00
0431659150 03 12/01/99 0
12058913 O 11/01/14
0
1957012 163/G01 F 372,000.00 T
180 370,900.95 1
5791 WEST SHORE DRIVE 7.750 3,501.55 80
7.500 3,501.55 465,000.00
NEW PORT RICHEY FL 34652 1 10/29/99 00
0431655646 03 12/01/99 0
1000177676 O 11/01/14
0
1957277 588/G01 F 335,400.00 ZZ
180 334,441.43 1
14 WHISPERING WOODS DRIVE 8.125 3,229.51 80
7.875 3,229.51 419,389.00
MOUNT OLIVE TOW NJ 07828 1 10/07/99 00
0431667385 05 12/01/99 0
1005412 O 11/01/14
0
1957312 163/G01 F 375,000.00 ZZ
180 375,000.00 1
15345 MICHAEL CREST DRIVE 7.000 3,370.61 56
6.750 3,370.61 675,000.00
SANTA CLARITA CA 91351 1 11/09/99 00
0431664093 05 01/01/00 0
617183452 O 12/01/14
0
1957356 A46/G01 F 446,700.00 ZZ
180 446,700.00 1
13715 EAGEN MILL DRIVE 7.375 4,109.30 70
7.125 4,109.30 638,200.00
HOUSTON TX 77077 1 11/17/99 00
0431682855 03 01/01/00 0
0132379 O 12/01/14
0
1
1957638 964/G01 F 316,000.00 ZZ
180 316,000.00 1
1206 SILVIUS AVENUE 7.875 2,997.10 80
7.625 2,997.10 395,000.00
SAN PEDRO (AREA CA 90731 1 11/19/99 00
0431670371 05 01/01/00 0
67719 O 12/01/14
0
1957642 964/G01 F 300,000.00 ZZ
180 300,000.00 1
6 SNOWDON 7.625 2,802.39 75
7.375 2,802.39 400,000.00
DOVE CANYON (AR CA 92679 5 11/16/99 00
0431670512 03 01/01/00 0
67740 O 12/01/14
0
1957673 964/G01 F 367,500.00 ZZ
180 367,500.00 1
1541 RAYMOND AVENUE 7.500 3,406.77 75
7.250 3,406.77 490,000.00
GLENDALE CA 91201 2 11/08/99 00
0431661180 05 01/01/00 0
65525 O 12/01/14
0
1958136 299/G01 F 432,000.00 ZZ
180 428,061.42 1
5 SWALLOW LANE 7.500 4,004.69 80
7.250 4,004.69 540,000.00
WICHITA KS 67230 2 08/12/99 00
0431676998 03 10/01/99 0
1091028 O 09/01/14
0
1958294 637/G01 F 367,500.00 ZZ
180 367,500.00 1
148 JEFFERSON AVE 8.000 3,512.03 75
7.750 3,512.03 490,000.00
ROSLYN HEIGHTS NY 11577 1 11/19/99 00
0431667039 05 01/01/00 0
0013306766 O 12/01/14
0
1958600 Q73/G01 F 255,000.00 ZZ
180 255,000.00 1
1105 SUNSET DRIVE 7.875 2,418.55 69
7.625 2,418.55 374,000.00
1
GUNTERSVILLE AL 35976 5 11/23/99 00
0431670645 05 01/01/00 0
2722962 O 12/01/14
0
2864145 M32/M32 F 395,000.00 T
180 390,078.21 1
8511 IRVINGTON 7.250 3,605.81 100
7.000 3,605.81 395,000.00
BETHESDA MD 20817 1 07/29/99 96
123047508 05 09/01/99 0
123047508 O 08/01/14
0
2883712 076/076 F 338,600.00 ZZ
180 332,961.82 2
459 HILLSIDE AVE 6.500 2,949.57 67
6.250 2,949.57 510,000.00
PALISADES PARK NJ 07650 2 06/30/99 00
9749181 05 08/01/99 0
9749181 O 07/01/14
0
2890336 286/286 F 105,000.00 ZZ
180 104,073.52 1
2019 CAIN COURT 7.875 995.87 67
7.625 995.87 158,500.00
MARIETTA GA 30062 1 08/04/99 00
0000637565 05 10/01/99 0
0000637565 O 09/01/14
0
2903851 K08/G01 F 79,000.00 ZZ
180 78,340.28 1
24 COBALT RIDGE DRIVE EAST 8.500 777.94 59
8.250 777.94 135,000.00
LEVITTOWN PA 19057 2 09/01/99 00
0411498553 05 10/01/99 0
0411498553 O 09/01/14
0
2904009 M32/M32 F 337,500.00 ZZ
180 333,968.48 1
1582 GULF BLVD PH #3 7.875 3,201.02 100
7.625 3,201.02 337,500.00
CLEARWATER FL 33767 1 08/26/99 96
124931205 05 10/01/99 0
124931205 O 09/01/14
0
1
2905604 K08/G01 F 68,050.00 ZZ
180 67,456.11 1
450 SPILLER LANE 8.000 650.32 28
7.750 650.32 250,000.00
AUSTIN TX 78746 5 08/27/99 00
0411580442 05 10/01/99 0
0411580442 O 09/01/14
0
2909647 623/G01 F 393,000.00 ZZ
180 389,532.30 1
108 CROOKED CREEK TRAIL 7.875 3,727.41 66
7.625 3,727.41 600,000.00
BARRINGTON IL 60010 2 08/16/99 00
0431495514 05 10/01/99 0
1365058 O 09/01/14
0
2909648 623/G01 F 272,000.00 ZZ
180 267,792.94 1
13705 SOUTH AVE EXIT 7.375 2,502.20 80
7.125 2,502.20 340,000.00
BEAVER TOWNSHIP OH 44408 1 07/03/99 00
0431496744 05 08/01/99 0
1365836 O 07/01/14
0
2909650 623/G01 F 315,000.00 ZZ
180 310,324.09 1
4535 25TH RD N 7.125 2,853.37 68
6.875 2,853.37 465,000.00
ARLINGTON VA 22207 1 08/04/99 00
0431499680 05 09/01/99 0
1368165 O 08/01/14
0
2909653 623/G01 F 395,200.00 ZZ
180 390,380.85 1
6708 MIDWOOD PARKWAY 7.500 3,663.55 80
7.250 3,663.55 494,000.00
AUSTIN TX 78736 1 07/08/99 00
0431496850 05 09/01/99 0
5215509 O 08/01/14
0
2915873 K08/G01 F 270,000.00 ZZ
180 268,451.46 1
1
1408 PRESTWICK DRIVE 8.125 2,599.78 66
7.875 2,599.78 410,000.00
SCHERERVILLE IN 46375 2 09/10/99 00
0411580111 03 11/01/99 0
0411580111 O 10/01/14
0
2921902 F27/F27 F 328,000.00 ZZ
180 326,012.59 1
12624 PLOW COURT 7.500 3,040.61 80
7.250 3,040.61 410,000.00
FAIRFAX VA 22030 1 09/27/99 00
6060092700 03 11/01/99 0
6060092700 O 10/01/14
0
2925408 F28/G01 F 310,000.00 ZZ
180 302,217.02 1
19025 STILL POINT TRAIL 7.000 2,786.37 48
6.750 2,786.37 650,000.00
BROOKFIELD WI 53045 1 06/24/99 00
0431521392 05 08/01/99 0
4847236 O 07/01/14
0
2925415 F28/G01 F 550,000.00 ZZ
180 541,033.42 1
6600 BRAEBURN PARKWAY 6.750 4,867.01 65
6.500 4,867.01 855,000.00
BETHESDA MD 20817 2 06/18/99 00
0431521467 05 08/01/99 0
4866360 O 07/01/14
0
2926288 K08/G01 F 156,750.00 ZZ
120 155,077.76 1
6628 PHEASANT DRIVE 8.500 1,943.48 95
8.250 1,943.48 165,000.00
ELKRIDGE MD 21075 2 09/17/99 04
0411601222 05 11/01/99 30
0411601222 O 10/01/09
0
2926647 074/074 F 325,000.00 ZZ
180 322,132.29 1
32 FOSTER AVENUE 7.875 3,082.47 64
7.625 3,082.47 515,000.00
STATEN ISLAND NY 10314 2 08/27/99 00
1111319461 05 10/01/99 0
1
1111319461 O 09/01/14
0
2926656 074/074 F 565,000.00 ZZ
180 561,346.53 1
4660 PARAN VALLEY N W 6.750 4,999.74 63
6.500 4,999.74 900,000.00
ATLANTA GA 30327 2 09/03/99 00
1126001207 05 11/01/99 0
1126001207 O 10/01/14
0
2926661 074/074 F 300,000.00 ZZ
180 297,410.34 1
4224 AMBOY ROAD 8.125 2,888.65 68
7.875 2,888.65 442,500.00
STATEN ISLAND NY 10308 1 08/27/99 00
1500510519 05 10/01/99 0
1500510519 O 09/01/14
0
2926665 074/074 F 204,375.00 ZZ
180 202,551.82 1
2409 GRIGGS COURT 7.750 1,923.74 75
7.500 1,923.74 272,500.00
VIRGINIA BEACH VA 23456 1 08/31/99 00
1507884233 03 10/01/99 0
1507884233 O 09/01/14
0
2926686 074/074 F 280,000.00 ZZ
180 276,577.29 1
825 HIGHLAND PLACE 8.000 2,675.83 53
7.750 2,675.83 530,000.00
HIGHLAND PARK IL 60035 2 08/03/99 00
1583242519 05 10/01/99 0
1583242519 O 09/01/14
0
2929142 943/943 F 268,000.00 ZZ
180 250,432.48 1
13 CAPTAINS WALK 6.375 2,316.20 80
6.125 2,316.20 335,000.00
BAY SHORE NY 11706 1 09/08/98 00
8080004922 03 11/01/98 0
8080004922 O 10/01/13
0
1
2929147 943/943 F 375,000.00 ZZ
120 354,650.00 1
1 STREAM COURT 6.625 4,281.94 75
6.375 4,281.94 500,000.00
OWINGS MILLS MD 21117 5 02/22/99 00
9080014522 05 04/01/99 0
9080014522 O 03/01/09
0
2929160 943/943 F 314,700.00 ZZ
180 311,953.45 1
7550 E ROY ROGERS ROAD 8.000 3,007.44 72
7.750 3,007.44 440,000.00
SCOTTSDALE AZ 85262 2 08/02/99 00
9080030969 05 10/01/99 0
9080030969 O 09/01/14
0
2929173 943/943 F 260,000.00 ZZ
180 254,952.71 1
2919 FLORAL DRIVE 6.875 2,318.83 47
6.625 2,318.83 554,000.00
NORTHBROOK IL 60062 2 04/27/99 00
9111172935 05 07/01/99 0
9111172935 O 06/01/14
0
2929188 943/943 F 414,000.00 ZZ
180 410,306.83 1
104 POMEROY ROAD 7.750 3,896.89 74
7.500 3,896.89 565,000.00
MADISON NJ 07940 2 08/06/99 00
9111187282 05 10/01/99 0
9111187282 O 09/01/14
0
2929192 943/943 F 332,000.00 ZZ
180 329,038.34 1
24 HEMINGWAY DRIVE 7.750 3,125.04 48
7.500 3,125.04 700,000.00
DIX HILLS NY 11746 2 08/12/99 00
9111187865 05 10/01/99 0
9111187865 O 09/01/14
0
2929199 943/943 F 300,000.00 ZZ
180 297,323.80 1
49 AGNEW FARM ROAD 7.750 2,823.83 51
7.500 2,823.83 591,000.00
1
ARMONK NY 10504 1 08/17/99 00
9550601014 09 10/01/99 0
9550601014 O 09/01/14
0
2930370 070/070 F 300,000.00 ZZ
180 297,352.91 1
2861 EAST LAKESHORE DRIVE 7.875 2,845.35 80
7.625 2,845.35 379,500.00
BATON ROUGE LA 70808 1 09/02/99 00
1838841 05 10/01/99 0
1838841 O 09/01/14
0
2930377 070/070 F 175,000.00 ZZ
180 172,911.80 1
1663 SECLUDED WOODS DRIVE 7.750 1,647.23 54
7.500 1,647.23 328,000.00
ROCKFORD IL 61107 1 08/13/99 00
2271973 05 09/01/99 0
2271973 O 08/01/14
0
2930378 070/070 F 260,000.00 ZZ
180 256,582.37 1
3122 WESTMINSTER DRIVE 6.625 2,282.78 49
6.375 2,282.78 535,000.00
BOCA RATON FL 33496 1 07/16/99 00
2469802 03 09/01/99 0
2469802 O 08/01/14
0
2930380 070/070 F 400,000.00 ZZ
180 395,278.58 1
1204 TALL OAKS COURT 7.875 3,793.80 48
7.625 3,793.80 842,500.00
NAPERVILLE IL 60540 1 07/14/99 00
2559330 03 09/01/99 0
2559330 O 08/01/14
0
2930389 070/070 F 402,000.00 ZZ
180 396,771.74 1
2525 PEACHTREE ROAD, UNIT #23 6.750 3,557.34 60
6.500 3,557.34 670,000.00
ATLANTA GA 30305 5 07/08/99 00
2950425 01 09/01/99 0
2950425 O 08/01/14
0
1
2930400 070/070 F 512,000.00 ZZ
180 507,382.57 1
5110 PALMETTO STREET 7.625 4,782.74 80
7.375 4,782.74 640,000.00
BELLAIRE TX 77401 4 08/23/99 00
3502620 05 10/01/99 0
3502620 O 09/01/14
0
2930404 070/070 F 396,100.00 ZZ
180 393,777.60 1
309 PLANTATION CIRCLE 7.875 3,756.81 59
7.625 3,756.81 675,000.00
PONTE VEDRA BEA FL 32082 2 09/09/99 00
3712330 03 11/01/99 0
3712330 O 10/01/14
0
2930408 070/070 F 334,500.00 ZZ
180 331,513.15 1
525 WALES COURT 7.750 3,148.57 77
7.500 3,148.57 440,000.00
COPPELL TX 75019 2 08/31/99 00
3962096 05 10/01/99 0
3962096 O 09/01/14
0
2930419 070/070 F 359,200.00 ZZ
180 354,675.90 1
4506 BEECH STREET 7.125 3,253.75 80
6.875 3,253.75 449,000.00
BELLAIRE TX 77401 1 07/09/99 00
4114937 05 09/01/99 0
4114937 O 08/01/14
0
2930421 070/070 F 244,250.00 ZZ
180 239,458.16 1
10 WINDHAM LANE 6.750 2,161.39 92
6.500 2,161.39 266,000.00
DEARBORN MI 48120 1 05/21/99 19
4130480 05 07/01/99 30
4130480 O 06/01/14
0
2930424 070/070 F 274,450.00 ZZ
180 270,387.28 1
1
1091 MALLARD CIRCLE 7.875 2,603.03 95
7.625 2,603.03 289,000.00
BOGART GA 30622 1 06/25/99 01
4175373 05 08/01/99 25
4175373 O 07/01/14
0
2930443 070/070 F 650,000.00 ZZ
180 642,017.57 1
11415 SOUTH SANDUSKY AVENUE 7.625 6,071.84 76
7.375 6,071.84 865,000.00
TULSA OK 74137 2 08/23/99 00
4350270 05 10/01/99 0
4350270 O 09/01/14
0
2930445 070/070 F 325,000.00 ZZ
180 322,194.54 1
7005 VALLEY VIEW ROAD 8.125 3,129.37 52
7.875 3,129.37 625,000.00
EDINA MN 55439 1 08/31/99 00
4384200 05 10/01/99 0
4384200 O 09/01/14
0
2930446 070/070 F 650,000.00 ZZ
180 646,230.66 1
2127 W 116TH STREET 8.000 6,211.74 75
7.750 6,211.74 875,000.00
LEAWOOD KS 66211 1 09/16/99 00
4395084 03 11/01/99 0
4395084 O 10/01/14
0
2930449 070/070 F 550,000.00 ZZ
180 539,323.14 1
120 DUNROVIN DRIVE 6.875 4,905.20 40
6.625 4,905.20 1,400,000.00
BARRINGTON HILL IL 60010 5 05/21/99 00
4450042 05 07/01/99 0
4450042 O 06/01/14
0
2930455 070/070 F 840,000.00 ZZ
180 817,437.32 1
12 VAUGHAN CROSSING 6.500 7,317.30 70
6.250 7,317.30 1,200,000.00
BLOOMFIELD HILL MI 48304 2 03/12/99 00
4708718 05 05/01/99 0
1
4708718 O 04/01/14
0
2930457 070/070 F 750,000.00 T
180 735,897.16 1
9 CROW'S NEST WAY 7.250 6,846.47 50
7.000 6,846.47 1,500,000.00
NANTUCKET MA 02554 2 05/25/99 00
4727823 05 07/01/99 0
4727823 O 06/01/14
0
2930473 070/070 F 1,085,000.00 ZZ
180 1,063,937.50 1
5852 VIA DE LA CUMBRE 6.875 9,676.62 68
6.625 9,676.62 1,602,000.00
RANCHO SANTA FE CA 92067 2 05/06/99 00
6117945 05 07/01/99 0
6117945 O 06/01/14
0
2930476 070/070 F 357,600.00 ZZ
180 352,929.01 1
700 S. CESAR CHAVEZ ROAD 7.750 3,366.00 80
7.500 3,366.00 452,000.00
ALAMO TX 78516 1 07/30/99 00
6289798 05 09/01/99 0
6289798 O 08/01/14
0
2930487 070/070 F 275,000.00 ZZ
180 272,573.49 1
180 GREENWAY SOUTH 7.875 2,608.24 41
7.625 2,608.24 675,000.00
FOREST HILLS NY 11375 1 08/05/99 00
7447339 05 10/01/99 0
7447339 O 09/01/14
0
2930495 070/070 F 304,000.00 T
180 296,930.09 1
6 SOMERSET 7.500 2,818.12 80
7.250 2,818.12 380,000.00
WEST DOVER VT 05356 1 08/31/99 00
8158677 05 10/01/99 0
8158677 O 09/01/14
0
1
2930500 070/070 F 425,000.00 ZZ
180 422,535.44 1
ONE CARRIAGE LANE 8.000 4,061.52 63
7.750 4,061.52 675,000.00
ROSLYN HEIGHTS NY 11577 1 09/17/99 00
8279397 05 11/01/99 0
8279397 O 10/01/14
0
2930514 070/070 F 288,000.00 ZZ
180 285,133.57 1
3831 IRIS 8.000 2,752.28 60
7.750 2,752.28 485,000.00
WATERFORD MI 48329 2 09/10/99 00
9607467 05 11/01/99 0
9607467 O 10/01/14
0
2936410 S48/S48 F 400,000.00 T
180 396,470.54 1
4086 GLIDDEN DR 7.875 3,793.80 77
7.625 3,793.80 525,000.00
STURGEON BA WI 54235 1 08/11/99 00
6434698251 05 10/01/99 0
6434698251 O 09/01/14
0
2938284 K08/G01 F 400,000.00 ZZ
180 397,628.83 1
3618 WALTERS AV 7.750 3,765.10 46
7.500 3,765.10 872,000.00
NORTHBROOK IL 60062 1 09/29/99 00
0411611619 05 11/01/99 0
0411611619 O 10/01/14
0
2946664 K08/G01 F 100,000.00 ZZ
180 99,711.02 1
30 MORFORD ROAD 8.000 955.65 33
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MIDDLETOWN NJ 07748 5 09/28/99 00
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0411518913 O 11/01/14
0
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180 99,439.03 1
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1
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0411641699 O 10/01/14
0
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180 77,567.27 1
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DOVER NY 12564 1 10/05/99 00
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0411612740 O 10/01/14
0
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EAGAN MN 55123 1 09/30/99 00
0431553361 05 11/01/99 0
2253748 O 10/01/14
0
2950840 A75/G01 F 40,000.00 ZZ
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SAINT PETERSBUR FL 33702 1 10/05/99 00
0431540905 01 12/01/99 0
1000017218 O 11/01/14
0
2951986 K08/G01 F 128,250.00 ZZ
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BALTIMORE MD 21207 2 10/01/99 04
0411613227 05 11/01/99 30
0411613227 O 10/01/14
0
2951989 K08/G01 F 137,000.00 G
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APTOS CA 95003 1 09/21/99 00
0411619935 05 11/01/99 0
0411619935 O 10/01/14
0
1
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180 116,672.97 1
166 SKYLINE DRIVE 8.375 1,143.59 67
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MURPHY TX 75094 5 10/01/99 00
0411635436 05 12/01/99 0
0411635436 O 11/01/14
0
2960259 526/526 F 990,000.00 ZZ
180 967,514.07 1
3431 INWOOD DRIVE 6.875 8,829.36 55
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HOUSTON TX 77019 1 04/26/99 00
0368675 05 06/01/99 0
0368675 O 05/01/14
0
2960261 526/526 F 1,365,000.00 ZZ
180 1,352,555.13 1
5 CHEROKEE COURT 7.500 12,653.72 46
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PORTOLA VALLEY CA 94028 2 08/13/99 00
0375597 05 10/01/99 0
0375597 O 09/01/14
0
2960263 526/526 F 111,000.00 ZZ
180 109,987.98 1
23 LAMAR COURT 7.500 1,028.99 75
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NORTH MANKATO MN 56003 1 08/09/99 00
0377266 05 10/01/99 0
0377266 O 09/01/14
0
2960264 526/526 F 350,000.00 ZZ
180 336,743.46 1
5 DUNNAM LANE 7.375 3,219.73 31
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HOUSTON TX 77024 4 08/19/99 00
0377814 05 10/01/99 0
0377814 O 09/01/14
0
2960265 526/526 F 120,000.00 ZZ
180 118,520.79 1
1
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ANAHEIM CA 92804 1 07/29/99 00
0377896 05 09/01/99 0
0377896 O 08/01/14
0
2960266 526/526 F 382,000.00 ZZ
180 378,554.93 1
2027 CALLE RICARDO 7.625 3,568.38 69
7.375 3,568.38 560,000.00
PLEASANTON CA 94566 2 08/03/99 00
0378116 05 10/01/99 0
0378116 O 09/01/14
0
2960267 526/526 F 85,000.00 ZZ
180 84,164.31 1
2974 INGALLS WAY 6.625 746.30 57
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EUGENE OR 97405 1 08/02/99 00
0378423 05 10/01/99 0
0378423 O 09/01/14
0
2960269 526/526 F 314,241.00 ZZ
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1190 BYRNWYCK RD NE 7.625 2,935.42 70
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ATLANTA GA 30319 2 09/01/99 00
0379043 05 10/01/99 0
0379043 O 09/01/14
0
2960270 526/526 F 499,900.00 ZZ
180 495,489.06 1
7080 HOLLOW LAKE WY 7.875 4,741.30 69
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SAN JOSE CA 95120 1 08/04/99 00
0379090 05 10/01/99 0
0379090 O 09/01/14
0
2960271 526/526 F 283,000.00 ZZ
180 280,557.10 1
780 LITTLE FOOT DR 8.125 2,724.96 57
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FREMONT CA 94539 5 08/19/99 00
0379575 05 10/01/99 0
1
0379575 O 09/01/14
0
2960272 526/526 F 236,000.00 ZZ
180 234,661.35 1
800 ASPEN CIRCLE 8.250 2,289.53 80
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OXNARD CA 93030 2 09/20/99 00
0380286 05 11/01/99 0
0380286 O 10/01/14
0
2960273 526/526 F 128,000.00 ZZ
180 126,882.88 1
8461 N 84TH ST 8.000 1,223.23 42
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SCOTTSDALE AZ 85258 5 08/25/99 00
0380805 09 10/01/99 0
0380805 O 09/01/14
0
2960274 526/526 F 108,000.00 ZZ
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4525 E GLENHAVEN DR 8.125 1,039.92 75
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PHOENIX AZ 85044 1 08/27/99 00
0381037 03 10/01/99 0
0381037 O 09/01/14
0
2960275 526/526 F 300,000.00 ZZ
180 298,241.05 1
317 NORTH AVE 7.875 2,845.35 65
7.625 2,845.35 463,000.00
BARRINGTON IL 60010 5 09/17/99 00
0381101 05 11/01/99 0
0381101 O 10/01/14
0
2960276 526/526 F 155,000.00 ZZ
180 153,958.45 1
5725 WILD LANE 7.500 1,436.87 38
7.250 1,436.87 410,000.00
LOVELAND CO 80538 5 09/22/99 00
0382207 05 11/01/99 0
0382207 O 10/01/14
0
1
2962103 K08/G01 F 99,000.00 ZZ
180 98,720.19 1
657 FLOWER AVENUE 8.250 960.44 39
8.000 960.44 255,000.00
LOS ANGELES CA 90291 5 10/01/99 00
0411596059 05 12/01/99 0
0411596059 O 11/01/14
0
2964282 287/047 F 300,000.00 T
180 295,412.83 1
2018 E. COLUMBINE CIRCLE 7.500 2,781.04 55
7.250 2,781.04 546,558.00
PAYSON AZ 85541 1 07/01/99 00
59279129 03 08/01/99 0
59279129 O 07/01/14
0
2964295 287/047 F 225,000.00 ZZ
180 222,256.29 1
4633 FAR WEST BLVD. #5 7.500 2,085.78 42
7.250 2,085.78 540,000.00
AUSTIN TX 78731 1 08/01/99 00
7302685 05 09/01/99 0
7302685 O 08/01/14
0
2964296 287/047 F 245,000.00 ZZ
180 241,221.40 1
2101 EAST HIGHWAY 290 7.400 2,257.29 78
7.150 2,257.29 315,000.00
DRIPPING SPRING TX 78620 1 07/01/99 00
7302714 05 08/01/99 0
7302714 O 07/01/14
0
2964308 287/047 F 340,000.00 ZZ
180 336,900.15 1
11472 E WHISPERING WIND DRIVE 7.500 3,151.85 80
7.250 3,151.85 426,000.00
SCOTTSDALE AZ 85255 1 09/01/99 00
7343375 03 10/01/99 0
7343375 O 09/01/14
0
2964325 287/047 F 310,000.00 T
180 305,218.93 1
703 CRANDON BOULEVARD, PH4 7.400 2,856.16 80
7.150 2,856.16 390,000.00
1
KEY BISCAYNE FL 33149 1 06/21/99 00
7860354 01 08/01/99 0
7860354 O 07/01/14
0
2964328 287/047 F 288,000.00 ZZ
180 283,609.70 1
4308 CURTIS MEADOW DRIVE 7.350 2,645.31 80
7.100 2,645.31 360,000.00
CHAMPAIGN IL 61822 2 07/12/99 00
8177636 05 09/01/99 0
8177636 O 08/01/14
0
2964331 287/047 F 297,600.00 ZZ
180 293,049.52 1
115 WESTFIELD DRIVE 7.500 2,758.79 80
7.250 2,758.79 372,500.00
LAFAYETTE LA 70503 1 06/29/99 00
8200016 05 08/01/99 0
8200016 O 07/01/14
0
2964337 287/047 F 273,750.00 ZZ
180 270,440.61 1
4733 NEWCOMB DRIVE 7.600 2,553.28 75
7.350 2,553.28 365,000.00
BATON ROUGE LA 70808 2 07/16/99 00
8203531 05 09/01/99 0
8203531 O 08/01/14
0
2964362 287/047 F 74,000.00 ZZ
180 72,611.50 1
4214 OLD MILFORD MILL ROAD 7.750 696.55 68
7.500 696.55 110,000.00
PIKESVILLE MD 21208 2 07/16/99 00
8248411 05 09/01/99 0
8248411 O 08/01/14
0
2964380 287/047 F 530,000.00 ZZ
180 523,252.75 1
2076 S. HIDDEN CREEK LANE 7.000 4,763.79 71
6.750 4,763.79 750,000.00
HEBER CITY UT 84032 5 07/12/99 00
8283871 05 09/01/99 0
8283871 O 08/01/14
0
1
2964382 287/047 F 500,000.00 ZZ
180 491,022.16 1
4801 BOCAGE PLACE 7.375 4,599.62 80
7.125 4,599.62 625,000.00
OKLAHOMA CITY OK 73142 1 07/16/99 00
8293565 03 09/01/99 0
8293565 O 08/01/14
0
2964389 287/047 F 325,000.00 ZZ
180 321,036.84 1
351 ST. JOHN'S CHURCH RD. 7.500 3,012.80 50
7.250 3,012.80 650,000.00
CONCORD NC 28025 5 07/14/99 00
8339855 05 09/01/99 0
8339855 O 08/01/14
0
2964407 287/047 F 300,000.00 ZZ
180 296,451.21 1
218 MORAN 7.850 2,841.04 51
7.600 2,841.04 595,000.00
GROSSE POINTE F MI 48236 1 07/29/99 00
8372633 05 09/01/99 0
8372633 O 08/01/14
0
2965056 K08/G01 F 150,000.00 ZZ
180 149,576.04 1
53 WILLIAMS ROAD 8.250 1,455.21 63
8.000 1,455.21 238,500.00
MONROE CT 06468 1 10/13/99 00
0411646201 05 12/01/99 0
0411646201 O 11/01/14
0
2965866 H60/G01 F 288,750.00 ZZ
180 287,848.86 1
6130 GARDEN ROAD 7.125 2,615.59 75
6.875 2,615.59 385,000.00
SPRINGFIELD VA 22152 1 10/15/99 00
0431560127 03 12/01/99 0
0380822 O 11/01/14
0
2966077 M32/M32 F 279,000.00 ZZ
180 277,309.49 1
1
2119 ONA ROAD 7.500 2,586.37 56
7.250 2,586.37 500,000.00
CROSSVILLE TN 38555 2 09/24/99 00
124931908 05 11/01/99 0
124931908 O 10/01/14
0
2969239 196/G01 F 310,000.00 ZZ
180 308,202.30 1
1440 THURLENE ROAD 8.000 2,962.53 80
7.750 2,962.53 390,000.00
GLENDALE CA 91206 2 09/13/99 00
0431581727 05 11/01/99 0
1347965 O 10/01/14
0
2969395 196/G01 F 336,000.00 ZZ
180 334,029.96 1
3175 HILLSIDE DRIVE 7.875 3,186.80 80
7.625 3,186.80 420,000.00
WEST COVINA CA 91791 1 09/01/99 00
0431581701 05 11/01/99 0
1344070 O 10/01/14
0
2974660 K08/G01 F 155,700.00 ZZ
180 155,239.99 1
17630 N.E. 129TH PLACE 7.750 1,465.57 55
7.500 1,465.57 287,000.00
REDMOND WA 98052 5 10/06/99 00
0411605215 05 12/01/99 0
0411605215 O 11/01/14
0
2978315 354/354 F 127,400.00 ZZ
180 124,083.39 1
11838 CYCLOPS STREET 6.875 1,136.23 70
6.625 1,136.23 182,000.00
NORWALK CA 90650 5 03/04/99 00
0023023443 05 05/01/99 0
0023023443 O 04/01/14
0
2978338 S48/S48 F 418,000.00 ZZ
180 415,513.48 1
621 CANAL LANE 7.875 3,964.53 62
7.625 3,964.53 680,000.00
ANNAPOLIS MD 21401 2 09/23/99 00
6011951537 05 11/01/99 0
1
6011951537 O 10/01/14
0
2978339 S48/S48 F 425,000.00 ZZ
180 422,339.42 1
5032 ZIMMER COVE 7.125 3,849.79 63
6.875 3,849.79 675,000.00
SAN DIEGO CA 92130 1 09/22/99 00
6023864355 05 11/01/99 0
6023864355 O 10/01/14
0
2978340 S48/S48 F 402,400.00 ZZ
180 399,935.05 1
1921 SNEAD STREET 7.375 3,701.78 80
7.125 3,701.78 503,050.00
LA HABRA CA 90631 1 10/06/99 00
6214665876 03 11/01/99 0
6214665876 O 10/01/14
0
2978341 S48/S48 F 323,000.00 ZZ
180 321,147.49 1
3 TANBARK ROAD 8.125 3,110.11 75
7.875 3,110.11 435,000.00
WINDHAM NH 03087 5 10/01/99 00
6220539313 05 11/01/99 0
6220539313 O 10/01/14
0
2978342 S48/S48 F 419,920.00 ZZ
180 417,210.69 1
148 RETREAT PLACE 7.375 3,862.95 80
7.125 3,862.95 524,900.00
PONTE VEDRA FL 32082 1 09/30/99 00
6251932122 03 11/01/99 0
6251932122 O 10/01/14
0
2978343 S48/S48 F 300,000.00 ZZ
180 298,121.94 1
840 SNOW CREEK CANYON 7.125 2,717.50 78
6.875 2,717.50 388,000.00
PALM DESERT CA 92211 1 09/16/99 00
6354246883 03 11/01/99 0
6354246883 O 10/01/14
0
1
2978344 S48/S48 F 267,500.00 ZZ
180 265,931.59 1
29393 VINE AVENUE 7.875 2,537.11 73
7.625 2,537.11 370,000.00
ESCALON CA 95320 5 09/23/99 00
6414527686 05 11/01/99 0
6414527686 O 10/01/14
0
2978345 S48/S48 F 400,000.00 ZZ
180 398,778.63 1
2 BEMAN WOODS CT 7.375 3,679.70 55
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POTOMAC MD 20854 1 10/08/99 00
6486756312 03 12/01/99 0
6486756312 O 11/01/14
0
2978346 S48/S48 F 400,000.00 ZZ
180 397,549.76 1
14 80TH STREET 7.375 3,679.70 51
7.125 3,679.70 790,000.00
BROOKLYN NY 11209 1 09/27/99 00
6701662444 05 11/01/99 0
6701662444 O 10/01/14
0
2978348 S48/S48 F 500,000.00 ZZ
180 496,970.42 1
17 HAVENHURST DRIVE 7.500 4,635.07 44
7.250 4,635.07 1,159,990.00
COTO DE CAZ CA 92679 1 09/23/99 00
6812601836 03 11/01/99 0
6812601836 O 10/01/14
0
2978352 S48/S48 F 270,000.00 ZZ
180 268,485.37 1
12756 ACLARE STREET 8.375 2,639.06 90
8.125 2,639.06 300,000.00
CERRITOS CA 90703 2 09/29/99 11
6913603202 05 11/01/99 12
6913603202 O 10/01/14
0
2978353 S48/S48 F 405,550.00 ZZ
180 402,980.08 1
24611 GARLAND DRIVE 7.750 3,817.35 80
7.500 3,817.35 506,945.00
1
SANTA CLARITA CA 91355 1 09/16/99 00
6921630940 03 11/01/99 0
6921630940 O 10/01/14
0
2978355 S48/S48 F 316,250.00 ZZ
180 315,325.91 1
1809 PARKWOOD DRIVE 7.875 2,999.48 55
7.625 2,999.48 575,000.00
SAN MATEO CA 94403 5 06/30/99 00
6930266041 03 12/01/99 0
6930266041 O 11/01/14
0
2978363 429/429 F 325,600.00 ZZ
180 320,896.73 1
93 PERRY STREET, UNIT 1 7.000 2,926.59 80
6.750 2,926.59 407,000.00
BROOKLINE MA 02446 1 08/30/99 00
6247616748 01 10/01/99 0
6247616748 O 09/01/14
0
2978552 L14/G01 F 273,900.00 ZZ
180 272,276.33 1
12711 SECRET FOREST COURT 7.750 2,578.16 80
7.500 2,578.16 342,412.00
CYPRESS TX 77429 1 09/03/99 00
0431587898 03 11/01/99 0
209920237 O 10/01/14
0
2979846 L14/G01 F 475,000.00 ZZ
180 472,090.35 1
54 GLENLOCH COURT 7.375 4,369.64 74
7.125 4,369.64 646,079.00
SUGAR LAND TX 77479 1 09/16/99 00
0431588342 03 11/01/99 0
267000823 O 10/01/14
0
2980318 K08/G01 F 100,000.00 ZZ
180 99,711.02 1
10588 ROYAL CARIBBEAN CIRCLE 8.000 955.65 75
7.750 955.65 133,448.00
BOYNTON BEACH FL 33437 1 10/20/99 00
0411654403 09 12/01/99 0
0411654403 O 11/01/14
0
1
2985699 638/G01 F 206,392.00 ZZ
180 205,768.67 1
3915 GARNET FALLS 7.500 1,913.28 80
7.250 1,913.28 257,990.00
SUGAR LAND TX 77479 1 10/07/99 00
0431593698 05 12/01/99 0
8932794 O 11/01/14
0
2991120 757/G01 F 360,000.00 ZZ
180 358,924.63 1
8407 GREENCASTLE DRIVE 7.625 3,362.87 51
7.375 3,362.87 710,000.00
CHARLOTTE NC 28210 1 10/27/99 00
0431588821 05 12/01/99 0
2272102 O 11/01/14
0
2991170 K08/G01 F 225,000.00 ZZ
180 223,089.40 1
9701 WEST STATE HIGHWAY 29 8.250 2,182.82 75
8.000 2,182.82 300,000.00
GEORGETOWN TX 78628 4 10/26/99 00
0411664006 05 12/01/99 0
0411664006 O 11/01/14
0
2991512 S48/S48 F 317,200.00 ZZ
180 314,693.78 1
13152 SW 40TH STREET 7.750 2,985.73 80
7.500 2,985.73 396,551.00
DAVIE FL 33330 1 10/23/99 00
0023618978 03 11/01/99 0
0023618978 O 10/01/14
0
2991513 S48/S48 F 296,000.00 ZZ
180 294,206.49 1
87 06 DUNTON STREET 7.500 2,743.96 80
7.000 2,743.96 370,000.00
HOLLISWOOD NY 11423 1 09/30/99 00
6637258531 05 11/01/99 0
6637258531 O 10/01/14
0
2992629 976/976 F 270,000.00 ZZ
180 263,931.75 1
1
60 EAST 9TH ST APT 535,536 & 7.000 2,426.84 50
537 6.750 2,426.84 550,000.00
NEW YORK NY 10003 2 04/08/99 00
5352711 13 06/01/99 0
5352711 O 05/01/14
0
2992630 976/976 F 306,950.00 ZZ
180 303,577.97 1
5416 MARDEN STREET 7.625 2,867.32 80
7.375 2,867.32 383,730.00
DAVIS CA 95616 1 08/09/99 00
5397676 05 10/01/99 0
5397676 O 09/01/14
0
2992631 976/976 F 550,000.00 ZZ
180 535,831.44 1
82 GREENES ST APT 5A 7.000 4,943.56 35
6.750 4,943.56 1,600,000.00
NEW YORK NY 10012 5 03/26/99 00
5441313 12 05/01/99 0
5441313 O 04/01/14
0
2992632 976/976 F 300,000.00 ZZ
180 299,048.75 1
206 CONCORD PARK WEST 7.750 2,823.83 67
7.500 2,823.83 450,000.00
NASHVILLE TN 37205 1 10/04/99 00
5448992 03 12/01/99 0
5448992 O 11/01/14
0
2992633 976/976 F 380,000.00 ZZ
180 376,497.69 1
5931 DESERT OAK WAY 7.375 3,495.71 80
7.125 3,495.71 475,000.00
SPRING TX 77379 1 08/26/99 00
5475367 03 10/01/99 0
5475367 O 09/01/14
0
2992635 976/976 F 650,000.00 ZZ
180 643,811.87 1
91 SANDERLING HILL 7.000 5,842.39 41
6.750 5,842.39 1,600,000.00
LA SELVA BEACH CA 95076 2 08/11/99 00
5527335 05 10/01/99 0
1
5527335 O 09/01/14
0
2992636 976/976 F 294,100.00 ZZ
180 292,450.17 1
4000 CATHEDRAL AVE, #633/634B 8.375 2,874.62 80
8.125 2,874.62 367,639.00
WASHINGTON DC 20016 1 09/13/99 00
5648933 12 11/01/99 0
5648933 O 10/01/14
0
2992637 976/976 F 81,600.00 ZZ
180 80,622.79 1
8300 ROBIN ROAD 7.750 768.09 94
7.500 768.09 87,000.00
LARGO FL 33777 2 07/27/99 10
5669255 05 09/01/99 25
5669255 O 08/01/14
0
2992638 976/976 F 280,000.00 ZZ
180 277,582.96 1
710 GOLDEN LANE 8.125 2,696.08 80
7.875 2,696.08 350,000.00
FALLBROOK CA 92028 2 08/18/99 00
5681341 05 10/01/99 0
5681341 O 09/01/14
0
2992640 976/976 F 115,000.00 ZZ
180 114,340.43 1
301 EAST 79TH STREET #7G 8.125 1,107.32 44
7.875 1,107.32 265,000.00
NEW YORK NY 10021 1 09/21/99 00
5705630 06 11/01/99 0
5705630 O 10/01/14
0
2992641 976/976 F 300,000.00 ZZ
180 298,202.03 1
2603 PARGOUD BOULEVARD 7.625 2,802.39 55
7.375 2,802.39 550,000.00
MONROE LA 71201 1 09/10/99 00
5709547 05 11/01/99 0
5709547 O 10/01/14
0
1
2992642 976/976 F 508,000.00 ZZ
180 503,215.57 1
9724 KIRKSIDE ROAD 7.125 4,601.63 80
6.875 4,601.63 635,000.00
LOS ANGELES CA 90035 1 08/13/99 00
5714288 05 10/01/99 0
5714288 O 09/01/14
0
2992643 976/976 F 497,000.00 ZZ
180 492,369.47 1
609 REPOSADO DRIVE 7.250 4,536.93 70
7.000 4,536.93 710,000.00
LA HABRA HEIGHT CA 90631 1 08/09/99 00
5714294 05 10/01/99 0
5714294 O 09/01/14
0
2992644 976/976 F 468,000.00 ZZ
180 463,639.66 1
8 SAILVIEW AVENUE 7.250 4,272.20 54
7.000 4,272.20 868,000.00
RANCHO PALOS VE CA 90275 1 08/11/99 00
5714309 03 10/01/99 0
5714309 O 09/01/14
0
2992645 976/976 F 319,000.00 ZZ
180 317,150.11 1
5712 LARRYAN DRIVE 8.000 3,048.54 80
7.750 3,048.54 399,000.00
WOODLAND HILLS CA 91367 1 09/15/99 00
5714461 05 11/01/99 0
5714461 O 10/01/14
0
2992646 976/976 F 324,000.00 ZZ
180 323,010.69 1
818 EAST ANDOVER DRIVE 7.375 2,980.56 80
7.125 2,980.56 405,000.00
BURBANK CA 91504 2 10/01/99 00
5714519 05 12/01/99 0
5714519 O 11/01/14
0
2992647 976/976 F 324,000.00 ZZ
180 322,036.82 1
2504 VAN HOEKS CIRCLE 7.500 3,003.53 62
7.250 3,003.53 525,000.00
1
MODESTO CA 95356 1 09/23/99 00
5739676 05 11/01/99 0
5739676 O 10/01/14
0
2992648 976/976 F 352,000.00 ZZ
180 348,927.92 1
920 CAMINO IBIZA 8.000 3,363.90 80
7.750 3,363.90 440,000.00
SAN CLEMENTE CA 92672 1 08/20/99 00
5752195 03 10/01/99 0
5752195 O 09/01/14
0
2992649 976/976 F 317,250.00 ZZ
180 315,267.36 1
4352 LYCEUM AVENUE 7.500 2,940.95 75
7.250 2,940.95 423,000.00
LOS ANGELES CA 90066 5 09/01/99 00
5752251 05 11/01/99 0
5752251 O 10/01/14
0
2992651 976/976 F 318,400.00 T
180 315,559.64 1
27 PLATT CLINE 7.750 2,997.03 80
7.500 2,997.03 398,000.00
FLAGSTAFF AZ 86001 1 08/11/99 00
5758846 03 10/01/99 0
5758846 O 09/01/14
0
2992652 976/976 F 318,300.00 ZZ
144 316,976.55 1
10706 BOTHWELL ROAD 8.000 3,445.45 80
7.750 3,445.45 400,000.00
CHATSWORTH CA 91311 2 10/15/99 00
5765524 05 12/01/99 0
5765524 O 11/01/11
0
2992654 976/976 F 160,000.00 ZZ
180 159,061.87 1
92 HOLLY ROAD 7.875 1,517.53 70
7.625 1,517.53 231,000.00
ISELIN NJ 08830 1 09/10/99 00
5768269 05 11/01/99 0
5768269 O 10/01/14
0
1
2992655 976/976 F 282,500.00 ZZ
180 279,896.29 1
3434 SEACREST DRIVE 7.375 2,598.79 67
7.125 2,598.79 425,000.00
CARLSBAD CA 92008 1 08/25/99 00
5781087 05 10/01/99 0
5781087 O 09/01/14
0
2992656 976/976 F 470,000.00 ZZ
180 467,213.87 1
11766 TREADWELL DRIVE 7.750 4,424.00 62
7.500 4,424.00 770,000.00
POWAY CA 92064 1 09/14/99 00
5781255 05 11/01/99 0
5781255 O 10/01/14
0
2992657 976/976 F 340,000.00 ZZ
180 336,832.21 1
7 KEYSTONE WAY 7.250 3,103.74 64
7.000 3,103.74 532,000.00
ANDOVER MA 01810 2 08/23/99 00
5788089 05 10/01/99 0
5788089 O 09/01/14
0
2992658 976/976 F 520,000.00 ZZ
180 516,814.68 1
3706 DUSTIN TRAIL 7.375 4,783.61 79
7.125 4,783.61 658,928.00
DALWORTHINGTON TX 76016 1 09/27/99 00
5793851 05 11/01/99 0
5793851 O 10/01/14
0
2992659 976/976 F 490,000.00 ZZ
180 486,602.03 1
14200 WINDSOR 8.125 4,718.13 70
7.875 4,718.13 700,000.00
LEAWOOD KS 66224 1 09/24/99 00
5811076 05 11/01/99 0
5811076 O 10/01/14
0
2992660 976/976 F 335,900.00 ZZ
180 333,842.41 1
1
1312 GATESMEADOW WAY 7.375 3,090.03 70
7.125 3,090.03 479,900.00
RESTON VA 20194 1 09/20/99 00
5814228 03 11/01/99 0
5814228 O 10/01/14
0
2992662 976/976 F 333,500.00 ZZ
180 331,479.28 1
11023 WRIGHTWOOD PLACE 7.500 3,091.59 75
STUDIO CITY AREA 7.250 3,091.59 450,000.00
LOS ANGELES CA 91604 2 09/03/99 00
5817530 05 11/01/99 0
5817530 O 10/01/14
0
2992663 976/976 F 164,000.00 ZZ
180 163,090.17 1
2947 EAST ALMONDBURY DRIVE 8.500 1,614.98 80
8.250 1,614.98 205,000.00
PASADENA MD 21122 2 09/20/99 00
5821593 05 11/01/99 0
5821593 O 10/01/14
0
2992664 976/976 F 580,000.00 ZZ
180 576,561.80 1
22711 RIDGE LINE ROAD 7.750 5,459.40 65
7.500 5,459.40 900,000.00
DIAMOND BAR CA 91765 5 09/02/99 00
5827364 03 11/01/99 0
5827364 O 10/01/14
0
2992665 976/976 F 255,000.00 ZZ
180 253,338.74 1
29165 OAK PATH DRIVE 7.875 2,418.55 48
7.625 2,418.55 540,000.00
AGOURA HILLS AR CA 91301 2 09/28/99 00
5842099 03 11/01/99 0
5842099 O 10/01/14
0
2992666 976/976 F 400,000.00 ZZ
180 398,778.63 1
4205 BIGELOW BLVD. 7.375 3,679.70 80
7.125 3,679.70 500,000.00
PITTSBURGH PA 15213 1 10/12/99 00
5849134 05 12/01/99 0
1
5849134 O 11/01/14
0
2992667 976/976 F 246,900.00 ZZ
180 246,194.36 1
1144 CRESTLINE DRIVE 8.125 2,377.36 42
7.875 2,377.36 590,000.00
SANTA BARBARA CA 93105 2 10/18/99 00
5856420 05 12/01/99 0
5856420 O 11/01/14
0
2992669 976/976 F 344,000.00 ZZ
180 341,938.31 1
5556 EAST 113TH STREET 7.625 3,213.41 80
7.375 3,213.41 430,000.00
TULSA OK 74137 1 09/15/99 00
7545281 05 11/01/99 0
7545281 O 10/01/14
0
2992670 976/976 F 412,800.00 ZZ
180 409,036.45 1
1908 WORTHINGTON LANE 7.500 3,826.71 80
7.250 3,826.71 516,000.00
EDMOND OK 73013 2 08/20/99 00
7545428 05 10/01/99 0
7545428 O 09/01/14
0
2992671 976/976 F 296,900.00 ZZ
180 294,049.52 1
0S751 PROSPECT AVE 7.750 2,794.65 90
7.500 2,794.65 329,900.00
ELMHURST IL 60126 1 08/06/99 12
7545451 05 10/01/99 25
7545451 O 09/01/14
0
2992672 976/976 F 261,100.00 ZZ
180 258,770.81 1
3740 NW 44TH STREET 7.750 2,457.67 71
7.500 2,457.67 370,000.00
OKLAHOMA CITY OK 73112 2 08/20/99 00
7546411 05 10/01/99 0
7546411 O 09/01/14
0
1
2992673 976/976 F 400,000.00 ZZ
180 396,353.15 1
#16 GLENRIDGE 7.500 3,708.05 78
7.250 3,708.05 515,000.00
LITTLE ROCK AR 72227 1 08/23/99 00
7547034 05 10/01/99 0
7547034 O 09/01/14
0
2992674 976/976 F 430,000.00 ZZ
180 426,472.27 1
1800 WILSHIRE LN. 7.875 4,078.34 69
7.625 4,078.34 630,000.00
DECATUR GA 30033 1 09/22/99 00
7548348 05 11/01/99 0
7548348 O 10/01/14
0
2992676 976/976 F 350,000.00 ZZ
180 347,902.38 1
2355 HIGH MESA DRIVE 7.625 3,269.45 74
7.375 3,269.45 476,000.00
DUARTE CA 91010 1 09/20/99 00
7550092 05 11/01/99 0
7550092 O 10/01/14
0
2992677 976/976 F 313,750.00 ZZ
180 312,823.05 1
6690 CATAMARAN ST 7.750 2,953.25 80
7.500 2,953.25 392,200.00
SAN JOSE CA 95119 1 10/04/99 00
7553494 05 12/01/99 0
7553494 O 11/01/14
0
2992678 976/976 F 423,600.00 ZZ
180 421,033.36 1
6 LYRIC ARBOR CIRCLE 7.500 3,926.82 80
7.250 3,926.82 529,500.00
THE WOODLANDS TX 77382 1 09/10/99 00
7555148 03 11/01/99 0
7555148 O 10/01/14
0
2996271 026/G01 F 310,000.00 ZZ
180 309,114.02 1
3609 WYNESTON ROAD 8.125 2,984.94 75
7.875 2,984.94 413,500.00
1
GREENVILLE NC 27858 1 10/27/99 00
0431614403 05 12/01/99 0
200375091 O 11/01/14
0
2996948 638/G01 F 265,000.00 ZZ
180 264,199.67 1
13506 KALMBACKS MILL DRIVE 7.500 2,456.58 80
7.250 2,456.58 331,250.00
FREDERICKSBURG VA 22407 1 10/25/99 00
0431599968 05 12/01/99 0
08928319 O 11/01/14
0
2997224 354/354 F 414,850.00 ZZ
180 402,665.38 1
3612 WEXFORD COURT 6.875 3,699.86 80
6.625 3,699.86 520,000.00
COLLEYVILLE TX 76034 2 02/26/99 00
0022985196 03 04/01/99 0
0022985196 O 03/01/14
0
2997225 354/354 F 277,400.00 ZZ
180 267,444.80 1
3204 JUDITH DRIVE 6.875 2,474.00 51
6.625 2,474.00 550,000.00
SOUTH BELLMORE NY 11710 5 02/12/99 00
0022992242 05 04/01/99 0
0022992242 O 03/01/14
0
2998504 K08/G01 F 61,000.00 ZZ
180 60,823.72 1
4725 SOUTHWEST 244TH STREET 8.000 582.95 26
7.750 582.95 237,000.00
VASHON WA 98070 5 10/22/99 00
0411641996 05 12/01/99 0
0411641996 O 11/01/14
0
2998581 696/G01 F 336,000.00 ZZ
180 335,039.72 1
2058 MADRILLON ROAD 8.125 3,235.28 80
7.875 3,235.28 420,000.00
VIENNA VA 22182 1 11/01/99 00
0431588649 03 12/01/99 0
23799250 O 11/01/14
0
1
3000812 K08/G01 F 168,000.00 ZZ
180 167,514.50 1
12017 RINGWOOD AVENUE 8.000 1,605.50 80
7.750 1,605.50 210,000.00
NORWALK CA 90650 2 10/22/99 00
0411620495 05 12/01/99 0
0411620495 O 11/01/14
0
3000814 K08/G01 F 260,000.00 ZZ
180 259,273.27 1
385 IVY LN 8.375 2,541.31 73
8.125 2,541.31 359,000.00
TROY MI 48098 2 10/27/99 00
0411634157 05 12/01/99 0
0411634157 O 11/01/14
0
3001070 696/G01 F 320,000.00 ZZ
180 319,064.96 1
2049 ROCKINGHAM STREET 7.875 3,035.04 76
7.625 3,035.04 425,000.00
MCLEAN VA 22101 1 11/02/99 00
0431601988 05 12/01/99 0
23799237 O 11/01/14
0
3002874 G75/G75 F 265,600.00 ZZ
180 264,008.20 1
12158 TRYTON WAY 7.625 2,481.05 80
7.375 2,481.05 332,000.00
RESTON VA 20190 2 08/31/99 00
03946184 03 11/01/99 0
03946184 O 10/01/14
0
3002875 G75/G75 F 423,750.00 T
180 421,265.47 1
ELK RIVER CLUB GREYSTONE J2 7.875 4,019.06 74
7.625 4,019.06 575,000.00
BANNER ELK NC 28604 1 09/15/99 00
03949546 01 11/01/99 0
03949546 O 10/01/14
0
3002876 G75/G75 F 259,200.00 T
180 258,450.94 1
1
12 EAST 29TH STREET 8.000 2,477.06 80
7.750 2,477.06 324,000.00
LONG BEACH TOWN NJ 08008 1 10/15/99 00
03949887 05 12/01/99 0
03949887 O 11/01/14
0
3002877 G75/G75 F 400,000.00 T
180 397,705.86 1
97 ELK RIVER PARKWAY 8.125 3,851.53 42
7.875 3,851.53 975,000.00
BANNER ELK NC 28604 2 09/27/99 00
03962570 05 11/01/99 0
03962570 O 10/01/14
0
3008627 K08/G01 F 86,400.00 ZZ
180 85,776.00 1
12140 DEER CREEK ROAD 8.000 825.68 31
7.750 825.68 280,000.00
BOULDER CREEK CA 95006 5 10/28/99 00
0411650476 05 12/01/99 0
0411650476 O 11/01/14
0
3010042 168/168 F 300,800.00 ZZ
180 300,800.00 1
2 AMETHYST COURT 7.750 2,831.36 80
7.500 2,831.36 376,000.00
WEST NYACK NY 10994 1 11/02/99 00
249370263 05 01/01/00 0
249370263 O 12/01/14
0
3011070 K08/G01 F 35,000.00 ZZ
180 35,000.00 1
404 WEST LOGAN STREET 8.500 344.66 28
8.250 344.66 125,000.00
CALDWELL ID 83605 5 11/01/99 00
0411666589 05 01/01/00 0
0411666589 O 12/01/14
0
3011078 K08/G01 F 50,000.00 ZZ
180 49,853.91 1
212 EVERGREEN STREET 7.875 474.22 48
7.625 474.22 105,000.00
CHARLES TOWN WV 25414 2 11/01/99 00
0411680838 05 12/01/99 0
1
0411680838 O 11/01/14
0
3011712 637/G01 F 200,000.00 ZZ
180 199,422.02 1
4741 TENBURY LANE 8.000 1,911.31 63
7.750 1,911.31 322,000.00
ROCKLIN CA 95677 1 10/12/99 00
0431623826 05 12/01/99 0
0015327141 O 11/01/14
0
3012705 638/G01 F 180,000.00 ZZ
180 179,474.04 1
24 ANDORRA STREET 7.875 1,707.21 48
7.625 1,707.21 380,000.00
LAGUNA NIGUEL CA 92677 1 10/19/99 00
0431625425 09 12/01/99 0
08936487 O 11/01/14
0
3012764 638/G01 F 192,000.00 ZZ
180 191,413.75 1
8455 FOUNTAIN AVENUE #417 7.375 1,766.25 80
7.125 1,766.25 240,000.00
WEST HOLLYWOOD CA 90069 1 10/20/99 00
0431626563 01 12/01/99 0
08937714 O 11/01/14
0
3018160 G51/G01 F 52,000.00 ZZ
180 52,000.00 1
4501 W. EXPOSITION 8.125 500.70 52
7.875 500.70 100,000.00
DENVER CO 80219 5 11/03/99 00
0431619758 05 01/01/00 0
383283 O 12/01/14
0
3018220 956/G01 F 320,000.00 ZZ
180 319,033.56 1
7153 WINDWOOD WAY 7.500 2,966.44 78
7.250 2,966.44 413,234.00
PARKER CO 80134 1 10/29/99 00
0431625151 03 12/01/99 0
2409100096 O 11/01/14
0
1
3018312 956/G01 F 412,000.00 ZZ
180 410,755.71 1
4926 SOUTHWEST NORTHWOOD AVENU 7.500 3,819.29 68
7.250 3,819.29 612,000.00
PORTLAND OR 97201 1 10/19/99 00
0431619501 03 12/01/99 0
2609100104 O 11/01/14
0
3018786 956/G01 F 320,000.00 ZZ
180 319,033.56 1
4505 MIMOSA DRIVE 7.500 2,966.44 80
7.250 2,966.44 405,000.00
BELLAIRE TX 77022 1 10/28/99 00
0431615871 05 12/01/99 0
3209100088 O 11/01/14
0
3020666 638/G01 F 360,000.00 ZZ
180 358,971.12 1
246 CONCORD AVENUE 8.125 3,466.38 80
7.875 3,466.38 452,500.00
LEXINGTON MA 02173 1 10/29/99 00
0431624535 05 12/01/99 0
08932883 O 11/01/14
0
3020668 638/G01 F 221,600.00 ZZ
180 220,923.37 1
730 NORTH PHILLIPS ROAD 7.375 2,038.55 50
7.125 2,038.55 452,000.00
PALM SPRINGS CA 92262 2 10/25/99 00
0431630995 05 12/01/99 0
08937243 O 11/01/14
0
3023938 956/G01 F 300,000.00 ZZ
180 300,000.00 1
15223 SOUTHEAST 59TH STREET 7.625 2,802.39 35
7.375 2,802.39 857,620.00
BELLEVUE WA 98006 1 11/04/99 00
0431627470 03 01/01/00 0
1409100150 O 12/01/14
0
3024933 461/461 F 155,200.00 ZZ
180 154,751.49 1
2 LEMANS STREET 8.000 1,483.18 68
7.750 1,483.18 230,000.00
1
MISSION VIEJO CA 92692 1 10/26/99 00
9023086762 01 12/01/99 0
9023086762 O 11/01/14
0
3024934 461/461 F 240,000.00 ZZ
180 239,321.66 1
10899 CHARNOCK ROAD 8.250 2,328.34 64
8.000 2,328.34 375,000.00
LOS ANGELES CA 90034 2 10/22/99 00
9023073992 05 12/01/99 0
9023073992 O 11/01/14
0
3024936 461/461 F 197,200.00 ZZ
180 196,630.12 1
1543 CANTER AVENUE 8.000 1,884.55 80
7.750 1,884.55 246,500.00
CAMARILLO CA 93010 2 10/12/99 00
9023052699 05 12/01/99 0
9023052699 O 11/01/14
0
3024937 461/461 F 280,000.00 ZZ
180 279,145.04 1
30259 OAKBROOK ROAD 7.375 2,575.79 61
7.125 2,575.79 461,000.00
HAYWARD CA 94544 1 10/04/99 00
9023021058 05 12/01/99 0
9023021058 O 11/01/14
0
3024938 461/461 F 296,000.00 ZZ
180 295,106.04 1
1128 5TH AVENUE 7.500 2,743.96 80
7.250 2,743.96 370,000.00
VENICE CA 90291 1 10/13/99 00
9022925366 01 12/01/99 0
9022925366 O 11/01/14
0
3024940 461/461 F 370,000.00 ZZ
180 368,882.55 1
24405 PARK GRANADA 7.500 3,429.95 47
7.250 3,429.95 800,000.00
CALABASAS CA 91302 2 10/08/99 00
9023012230 03 12/01/99 0
9023012230 O 11/01/14
0
1
3024942 461/461 F 370,000.00 ZZ
180 368,882.55 1
12050 SUSAN DRIVE 7.500 3,429.95 76
7.250 3,429.95 490,000.00
GRANADA HILLS CA 91344 1 10/11/99 00
9023032063 05 12/01/99 0
9023032063 O 11/01/14
0
3024943 461/461 F 350,000.00 ZZ
180 348,954.50 1
6166 LAKEWOOD STREET 7.625 3,269.46 73
7.375 3,269.46 485,000.00
SAN DIEGO CA 92122 2 10/12/99 00
9023025372 05 12/01/99 0
9023025372 O 11/01/14
0
3024944 461/461 F 297,600.00 ZZ
180 296,701.21 1
2400 LEE AVENUE 7.500 2,758.79 80
7.250 2,758.79 372,000.00
ARCADIA CA 91006 1 10/14/99 00
9023036213 05 12/01/99 0
9023036213 O 11/01/14
0
3024946 461/461 F 500,000.00 ZZ
180 498,522.79 1
2629 WAGON TRAIN LANE 7.750 4,706.38 53
7.500 4,706.38 950,000.00
DIAMOND BAR CA 91765 1 10/13/99 00
9023045438 03 12/01/99 0
9023045438 O 11/01/14
0
3028350 K08/G01 F 500,000.00 ZZ
180 500,000.00 1
507 LIGHTHOUSE DRIVE 7.875 4,742.25 70
7.625 4,742.25 715,000.00
HORSESHOE BAY TX 78657 1 11/15/99 00
0411681075 03 01/01/00 0
0411681075 O 12/01/14
0
3031316 026/G01 F 350,000.00 ZZ
180 350,000.00 1
1
4312 ALLISTAIR RD 7.250 3,195.03 49
7.000 3,195.03 725,240.00
WINSTON-SALEM NC 27104 1 11/10/99 00
0431674381 03 01/01/00 0
200485164 O 12/01/14
0
3032900 549/549 F 269,000.00 ZZ
180 260,466.55 1
3420 KELTON AVENUE 7.250 2,455.61 69
7.000 2,455.61 390,000.00
LOS ANGELES CA 90034 2 01/13/99 00
0065949030 05 03/01/99 0
0065949030 O 02/01/14
0
3032901 549/549 F 340,000.00 T
120 324,064.74 1
39243 ARROW 7.125 3,969.63 38
6.875 3,969.63 900,000.00
BASS LAKE CA 93604 2 03/25/99 00
5000757707 05 05/01/99 0
5000757707 O 04/01/09
0
3033019 E82/G01 F 340,000.00 ZZ
180 340,000.00 1
51 MOLLY PITCHER DRIVE 8.125 3,273.80 75
7.875 3,273.80 454,000.00
MANALAPAN NJ 07726 2 11/15/99 00
0400240420 05 01/01/00 0
0400240420 O 12/01/14
0
3035404 K08/G01 F 97,000.00 ZZ
180 97,000.00 1
114 GARLAND CT 7.500 899.20 61
7.250 899.20 160,000.00
GLENDALE HEIGHT IL 60139 2 11/12/99 00
0411656820 05 01/01/00 0
0411656820 O 12/01/14
0
3035701 738/G01 F 126,750.00 ZZ
180 126,379.63 1
12975 PINEFOREST WAY WEST 7.875 1,202.17 75
7.625 1,202.17 169,000.00
LARGO FL 33771 1 10/25/99 00
0431652429 03 12/01/99 0
1
5028887 O 11/01/14
0
3036038 738/G01 F 432,000.00 ZZ
180 430,695.30 1
4811 OLD TIMBER RIDGE ROAD 7.500 4,004.70 80
7.250 4,004.70 540,000.00
MARIETTA GA 30068 1 10/18/99 00
0431645522 03 12/01/99 0
5248599 O 11/01/14
0
3040520 K08/G01 F 114,000.00 T
180 114,000.00 1
1731 LAKESIDE 8.125 1,097.69 70
7.875 1,097.69 163,000.00
SANDBEACH MI 48441 2 11/15/99 00
0411674922 05 01/01/00 0
0411674922 O 12/01/14
0
3040538 K08/G01 F 440,000.00 ZZ
180 437,420.20 1
1350 STONEY CREEK DRIVE 7.875 4,173.18 64
7.625 4,173.18 690,000.00
CEDAR HILL TX 75104 4 09/17/99 00
0411695935 05 11/01/99 0
0411695935 O 10/01/14
0
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180 284,200.00 1
23 MISTY MEADOW UNIT 19 8.125 2,736.52 69
7.875 2,736.52 415,000.00
IRVINE CA 92715 2 10/29/99 00
9111191860 01 01/01/00 0
1
9111191860 O 12/01/14
0
3060568 943/943 F 372,000.00 ZZ
180 370,787.61 1
28 HAWTHORNE 6.625 3,266.14 80
6.375 3,266.14 466,022.00
WINDHAM NH 03087 1 11/01/99 00
9111194214 05 12/01/99 0
9111194214 O 11/01/14
0
3060569 943/943 F 310,000.00 ZZ
180 308,260.97 1
5846 MEANDER DRIVE 8.375 3,030.03 69
8.125 3,030.03 450,000.00
SAN JOSE CA 95120 5 09/24/99 00
9529900624 05 11/01/99 0
9529900624 O 10/01/14
0
3060570 943/943 F 299,200.00 ZZ
180 292,404.25 1
10205 NIGHT OWL CREEK PLACE 6.875 2,668.43 80
6.625 2,668.43 374,000.00
LAS VEGAS NV 89134 1 04/22/99 00
9542100695 03 06/01/99 0
9542100695 O 05/01/14
0
3061512 696/G01 F 231,000.00 ZZ
180 231,000.00 1
9391 COLBERT COURT 8.000 2,207.56 47
7.750 2,207.56 493,995.00
FAIRFAX VA 22032 1 11/30/99 00
0431662055 05 01/01/00 0
24599016 O 12/01/14
0
1
TOTAL NUMBER OF LOANS : 413
TOTAL ORIGINAL BALANCE : 135,639,992.14
TOTAL PRINCIPAL BALANCE : 134,180,429.86
TOTAL ORIGINAL P+I : 1,262,387.25
TOTAL CURRENT P+I : 1,262,387.25
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/21/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.06.32 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1999-S25 CUTOFF : 12/01/99
POOL : 0004417
:
:
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
-----------------------------------------------------------------------
1365943 .2500
156,040.85 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1576204 .2500
245,462.53 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1738676 .2500
153,755.05 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1856900 .2500
29,427.64 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1859208 .2500
626,772.46 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1884634 .3750
560,603.27 .0800
7.8750 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1905638 .2500
592,370.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1914296 .2500
245,962.45 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1915782 .2500
447,425.44 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1916720 .2500
387,332.10 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1917931 .2500
81,126.42 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1918023 .2500
39,156.49 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1926846 .2500
51,048.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1927635 .2500
144,500.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1
1928466 .2500
67,664.63 .0800
7.6900 .0000
7.4400 .0000
7.3600 .0000
6.7500 .6100
1930248 .2500
592,556.83 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1935238 .2500
37,881.75 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1935254 .2500
88,701.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1941409 .2500
277,854.02 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1941972 .2500
298,038.83 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1942219 .2500
397,628.81 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1942233 .2500
376,647.01 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1943246 .2500
297,143.97 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1943293 .2500
200,592.28 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1943311 .2500
984,377.56 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1943355 .2500
322,068.98 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1943454 .2500
255,850.46 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1944357 .2500
248,693.82 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1944361 .2500
396,392.61 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1944421 .2500
137,585.61 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1944943 .2500
35,900.49 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1945395 .2500
103,191.39 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1946640 .2500
415,976.35 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1946648 .2500
454,817.59 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1946667 .2500
34,299.48 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1947032 .2500
304,986.24 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1947310 .2500
422,362.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1947641 .2500
205,000.29 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1947712 .2500
330,015.99 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1947822 .2500
336,933.70 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1947959 .2500
473,954.47 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1947963 .2500
387,326.82 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1947993 .2500
447,090.16 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1947995 .2500
405,527.88 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1948050 .2500
357,889.26 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1948190 .2500
122,644.23 .0800
7.9900 .0000
7.7400 .0000
7.6600 .0000
6.7500 .9100
1
1948201 .2500
397,602.70 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1948206 .2500
280,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1948255 .2500
272,997.75 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1948257 .2500
302,188.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1948258 .2500
298,260.30 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1948266 .2500
365,794.48 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1948559 .2500
49,861.80 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1948923 .2500
319,064.96 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1949016 .2500
339,530.19 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1949034 .2500
448,655.79 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1949104 .2500
298,842.58 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1949105 .2500
124,290.97 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1949447 .2500
49,697.04 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1949855 .2500
497,068.41 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1950017 .2500
373,795.45 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1950626 .2500
299,093.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1951035 .2500
273,369.81 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1951140 .2500
486,500.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1951297 .2500
99,720.49 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1951619 .2500
330,569.23 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1951652 .2500
130,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1951779 .2500
297,119.58 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1951831 .2500
284,110.57 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1951846 .2500
90,317.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1952267 .2500
294,109.06 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1952286 .2500
106,936.62 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1952546 .2500
795,730.67 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1952667 .2500
86,700.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1952763 .2500
299,123.40 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1952959 .2500
396,470.54 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1952997 .2500
79,771.36 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1953085 .2500
378,826.95 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1953086 .2500
263,560.34 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1953124 .2500
358,888.69 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1953169 .2500
308,066.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1953301 .2500
318,990.41 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1953304 .2500
440,352.54 .0800
7.8500 .0000
7.6000 .0000
7.5200 .0000
6.7500 .7700
1953859 .2500
298,271.32 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1953922 .2500
126,308.88 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1954448 .2500
475,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1954557 .2500
262,800.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1954558 .2500
261,616.17 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1954561 .2500
481,569.09 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1954566 .2500
262,694.90 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954567 .2500
463,453.41 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954568 .2500
292,968.31 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954569 .2500
242,366.34 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954904 .2500
465,281.42 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1
1954909 .2500
248,233.80 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1954913 .2500
283,732.18 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954927 .2500
108,198.70 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954928 .2500
497,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1954937 .2500
265,161.12 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1954940 .2500
212,441.35 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954943 .2500
392,949.02 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1954952 .2500
363,638.12 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
1954958 .2500
273,628.74 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1954964 .2500
101,724.16 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1954988 .2500
309,307.92 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1954991 .2500
332,243.24 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1954996 .2500
292,968.31 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1954999 .2500
137,484.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1955003 .2500
384,063.09 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1955016 .2500
294,114.40 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
1955021 .2500
297,143.97 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1956540 .2500
81,272.20 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1956943 .2500
244,268.15 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1957012 .2500
370,900.95 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1957277 .2500
334,441.43 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1957312 .2500
375,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1957356 .2500
446,700.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1957638 .2500
316,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1957642 .2500
300,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1957673 .2500
367,500.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1958136 .2500
428,061.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1958294 .2500
367,500.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1958600 .2500
255,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
2864145 .2500
390,078.21 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
2883712 .2500
332,961.82 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2890336 .2500
104,073.52 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
2903851 .2500
78,340.28 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2904009 .2500
333,968.48 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
2905604 .2500
67,456.11 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2909647 .2500
389,532.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
2909648 .2500
267,792.94 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2909650 .2500
310,324.09 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
2909653 .2500
390,380.85 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
2915873 .2500
268,451.46 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
2921902 .2500
326,012.59 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
2925408 .2500
302,217.02 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2925415 .2500
541,033.42 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2926288 .2500
155,077.76 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2926647 .2500
322,132.29 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
2926656 .2500
561,346.53 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2926661 .2500
297,410.34 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
2926665 .2500
202,551.82 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
2926686 .2500
276,577.29 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2929142 .2500
250,432.48 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2929147 .2500
354,650.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2929160 .2500
311,953.45 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2929173 .2500
254,952.71 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2929188 .2500
410,306.83 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
2929192 .2500
329,038.34 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
2929199 .2500
297,323.80 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
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279,145.04 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
3024938 .2500
295,106.04 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3024940 .2500
368,882.55 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3024942 .2500
368,882.55 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
3024943 .2500
348,954.50 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3024944 .2500
296,701.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3024946 .2500
498,522.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
3028350 .2500
500,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3031316 .2500
350,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3032900 .2500
260,466.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3032901 .2500
324,064.74 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
3033019 .2500
340,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
3035404 .2500
97,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3035701 .2500
126,379.63 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3036038 .2500
430,695.30 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3040520 .2500
114,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3040538 .2500
437,420.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3046178 .2500
270,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3048081 .2500
990,376.96 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
3048082 .2500
317,997.16 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1
3048083 .2500
294,033.99 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
3048085 .2500
280,419.84 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048086 .2500
288,400.59 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
3048087 .2500
298,202.03 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3048088 .2500
646,021.14 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048089 .2500
396,392.61 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3048091 .2500
297,264.86 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048092 .2500
285,541.17 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1
3048093 .2500
870,145.75 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
3048095 .2500
385,327.42 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3048096 .2500
388,426.09 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048097 .2500
534,650.10 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3048098 .2500
342,380.06 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3048099 .2500
389,481.09 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
3048100 .2500
293,301.32 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048101 .2500
318,123.63 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
3048102 .2500
269,599.98 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3048103 .2500
301,655.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048105 .2500
447,273.39 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048109 .2500
972,213.46 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3048110 .2500
309,089.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3048111 .2500
423,744.37 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
3048113 .2500
278,376.28 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
3048115 .2500
348,942.95 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
3048119 .2500
269,592.28 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3048120 .2500
396,572.01 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3048121 .2500
532,483.02 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
3048122 .2500
446,601.88 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
3048124 .2500
378,720.96 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
3048125 .2500
262,439.39 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
3048126 .2500
398,778.63 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
3048127 .2500
368,894.75 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
3048128 .2500
255,218.32 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
3048133 .2500
290,121.14 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048135 .2500
331,029.89 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3048136 .2500
348,954.80 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3048138 .2500
397,522.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3048139 .2500
363,384.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048140 .2500
390,081.95 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3048141 .2500
323,053.27 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
3048142 .2500
301,165.25 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
3048143 .2500
398,818.22 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
3048144 .2500
501,480.87 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3048145 .2500
302,343.03 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
3048147 .2500
310,290.67 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3051710 .2500
250,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3053058 .2500
60,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
3053148 .2500
350,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
3060518 .2500
299,093.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3060519 .2500
274,337.33 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
3060520 .2500
323,996.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3060523 .2500
216,323.65 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
3060527 .2500
580,362.73 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
3060529 .2500
493,034.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3060530 .2500
438,714.32 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
3060531 .2500
646,188.95 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
3060534 .2500
258,492.22 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
3060535 .2500
448,713.90 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3060537 .2500
254,463.58 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
3060538 .2500
604,407.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3060539 .2500
535,771.06 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3060541 .2500
615,946.99 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3060542 .2500
436,201.83 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3060543 .2500
269,918.11 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
3060544 .2500
314,922.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
3060545 .2500
312,633.36 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
3060546 .2500
537,507.41 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
3060553 .2500
322,204.27 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
3060556 .2500
313,957.15 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
3060557 .2500
367,683.74 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
3060558 .2500
318,061.08 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
3060561 .2500
330,507.23 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
3060562 .2500
494,021.35 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
3060563 .2500
321,562.15 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
3060566 .2500
284,200.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
3060568 .2500
370,787.61 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
3060569 .2500
308,260.97 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
3060570 .2500
292,404.25 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
3061512 .2500
231,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
TOTAL NUMBER OF LOANS: 413
TOTAL BALANCE........: 134,180,429.86
1
RUN ON : 12/21/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.06.32 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1999-S25 FIXED SUMMARY REPORT CUTOFF : 12/01/99
POOL : 0004417
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.5225 6.2500 8.5000
RFC NET RATE 7.2715 6.0000 8.2500
NET MTG RATE(INVSTR RATE) 7.2006 5.9700 8.1700
POST STRIP RATE 6.6969 5.9700 6.7500
SUB SERV FEE .2511 .2500 .5000
MSTR SERV FEE .0709 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .5037 .0000 1.4200
TOTAL NUMBER OF LOANS: 413
TOTAL BALANCE........: 134,180,429.86
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
1948255 "$272,997.75 " 0.0597 0.115555556 "$31,546.41 "
3048124 "$378,720.96 " 0.0597 0.115555556 "$43,763.31 "
1954904 "$465,281.42 " 0.0597 0.115555556 "$53,765.85 "
1954909 "$248,233.80 " 0.0597 0.115555556 "$28,684.79 "
1914296 "$245,962.45 " 0.0597 0.115555556 "$28,422.33 "
1955003 "$384,063.09 " 0.06095 0.097037037 "$37,268.34 "
3060537 "$254,463.58 " 0.06095 0.097037037 "$24,692.39 "
2929142 "$250,432.48 " 0.06095 0.097037037 "$24,301.23 "
1954913 "$283,732.18 " 0.0622 0.078518519 "$22,278.23 "
2930455 "$817,437.32 " 0.0622 0.078518519 "$64,183.97 "
2883712 "$332,961.82 " 0.0622 0.078518519 "$26,143.67 "
1954996 "$292,968.31 " 0.0622 0.078518519 "$23,003.44 "
1954940 "$212,441.35 " 0.0622 0.078518519 "$16,680.58 "
1954927 "$108,198.70 " 0.0622 0.078518519 "$8,495.60 "
1954569 "$242,366.34 " 0.0622 0.078518519 "$19,030.25 "
1954568 "$292,968.31 " 0.0622 0.078518519 "$23,003.44 "
1954567 "$463,453.41 " 0.0622 0.078518519 "$36,389.68 "
1954566 "$262,694.90 " 0.0622 0.078518519 "$20,626.41 "
1952546 "$795,730.67 " 0.0622 0.078518519 "$62,479.59 "
2930378 "$256,582.37 " 0.06345 0.06 "$15,394.94 "
1954988 "$309,307.92 " 0.06345 0.06 "$18,558.48 "
2929147 "$354,650.00 " 0.06345 0.06 "$21,279.00 "
1954937 "$265,161.12 " 0.06345 0.06 "$15,909.67 "
3060568 "$370,787.61 " 0.06345 0.06 "$22,247.26 "
3060553 "$322,204.27 " 0.06345 0.06 "$19,332.26 "
3060523 "$216,323.65 " 0.06345 0.06 "$12,979.42 "
3048083 "$294,033.99 " 0.06345 0.06 "$17,642.04 "
2960267 "$84,164.31 " 0.06345 0.06 "$5,049.86 "
1930248 "$592,556.83 " 0.0647 0.041481481 "$24,580.14 "
1947993 "$447,090.16 " 0.0647 0.041481481 "$18,545.96 "
2930421 "$239,458.16 " 0.0647 0.041481481 "$9,933.08 "
1955016 "$294,114.40 " 0.0647 0.041481481 "$12,200.30 "
2930389 "$396,771.74 " 0.0647 0.041481481 "$16,458.68 "
2925415 "$541,033.42 " 0.0647 0.041481481 "$22,442.87 "
2926656 "$561,346.53 " 0.0647 0.041481481 "$23,285.49 "
1916720 "$387,332.10 " 0.06595 0.022962963 "$8,894.29 "
2930473 "$1,063,937.50 " 0.06595 0.022962963 "$24,431.16 "
2960259 "$967,514.07 " 0.06595 0.022962963 "$22,216.99 "
3048081 "$990,376.96 " 0.06595 0.022962963 "$22,741.99 "
2997225 "$267,444.80 " 0.06595 0.022962963 "$6,141.33 "
2978315 "$124,083.39 " 0.06595 0.022962963 "$2,849.32 "
3060546 "$537,507.41 " 0.06595 0.022962963 "$12,342.76 "
3060527 "$580,362.73 " 0.06595 0.022962963 "$13,326.85 "
1954952 "$363,638.12 " 0.06595 0.022962963 "$8,350.21 "
2997224 "$402,665.38 " 0.06595 0.022962963 "$9,246.39 "
2929173 "$254,952.71 " 0.06595 0.022962963 "$5,854.47 "
1952667 "$86,700.00 " 0.06595 0.022962963 "$1,990.89 "
3060570 "$292,404.25 " 0.06595 0.022962963 "$6,714.47 "
1365943 "$156,040.85 " 0.06595 0.022962963 "$3,583.16 "
2930449 "$539,323.14 " 0.06595 0.022962963 "$12,384.46 "
1859208 "$626,772.46 " 0.0672 0.004444444 "$2,785.66 "
1943246 "$297,143.97 " 0.0672 0.004444444 "$1,320.64 "
1943454 "$255,850.46 " 0.0672 0.004444444 "$1,137.11 "
1576204 "$245,462.53 " 0.0672 0.004444444 "$1,090.94 "
1953301 "$318,990.41 " 0.0672 0.004444444 "$1,417.74 "
1954958 "$273,628.74 " 0.0672 0.004444444 "$1,216.13 "
1954964 "$101,724.16 " 0.0672 0.004444444 $452.11
1955021 "$297,143.97 " 0.0672 0.004444444 "$1,320.64 "
2925408 "$302,217.02 " 0.0672 0.004444444 "$1,343.19 "
2964380 "$523,252.75 " 0.0672 0.004444444 "$2,325.57 "
2978363 "$320,896.73 " 0.0672 0.004444444 "$1,426.21 "
2992629 "$263,931.75 " 0.0672 0.004444444 "$1,173.03 "
2992631 "$535,831.44 " 0.0672 0.004444444 "$2,381.47 "
2992635 "$643,811.87 " 0.0672 0.004444444 "$2,861.39 "
1957312 "$375,000.00 " 0.0672 0.004444444 "$1,666.67 "
-2-
<PAGE>
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(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 the Senior Percentage, 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
Sub-Servicers, 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;
-1-
<PAGE>
(xiii) [RESERVED];
(xiv) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xv) the occurrence of the Credit Support Depletion Date;
(xvi) the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvii) the related Senior Percentage for such Distribution Date;
(xviii)the aggregate amount of Realized Losses for such
Distribution Date;
(xix) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xx) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date;
(xxii) if any of the Class M Certificates are held by a
Depository, a legend substantially in the form of Exhibit H-3 to the
Standard Terms, 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.
-2-
<PAGE>
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 1, 1999
- -------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
<S> <C> <C>
SECTION 1.01 DEFINITIONS............................................................1
SECTION 1.02 USE OF WORDS AND PHRASES..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS..........................................29
SECTION 2.02 ACCEPTANCE BY TRUSTEE.................................................35
SECTION 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER AND THE
COMPANY..............................................................37
SECTION 2.04 REPRESENTATIONS AND WARRANTIES OF SELLERS.............................38
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 MASTER SERVICER TO ACT AS SERVICER....................................40
SECTION 3.02 SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
ENFORCEMENT OF SUBSERVICERS' AND SELLERS' OBLIGATIONS.................42
SECTION 3.03 SUCCESSOR SUBSERVICERS................................................43
SECTION 3.04 LIABILITY OF THE MASTER SERVICER......................................43
SECTION 3.05 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
CERTIFICATEHOLDERS....................................................43
SECTION 3.06 ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE.......44
SECTION 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSITS TO CUSTODIAL
ACCOUNT..............................................................44
SECTION 3.08 SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.............................47
SECTION 3.09 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE MORTGAGE
LOANS.................................................................48
SECTION 3.10 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT......................48
SECTION 3.11 MAINTENANCE OF THE PRIMARY INSURANCE POLICIES; COLLECTIONS THEREUNDER
.....................................................................50
SECTION 3.12 MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY COVERAGE.....51
SECTION 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND MODIFICATION
AGREEMENTS; CERTAIN ASSIGNMENTS.......................................52
SECTION 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS.............................54
SECTION 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.......................58
SECTION 3.16 SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST...............59
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SECTION 3.17 REPORTS TO THE TRUSTEE AND THE COMPANY................................60
SECTION 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.....................................60
SECTION 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT...............61
SECTION 3.20 RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER...............61
SECTION 3.21 ADMINISTRATION OF BUYDOWN FUNDS.......................................61
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 CERTIFICATE ACCOUNT...................................................62
SECTION 4.02 DISTRIBUTIONS.........................................................63
SECTION 4.03 STATEMENTS TO CERTIFICATEHOLDERS......................................63
SECTION 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES BY THE
MASTER SERVICER......................................................64
SECTION 4.05 ALLOCATION OF REALIZED LOSSES.........................................65
SECTION 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY.........65
SECTION 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.........................65
SECTION 4.08 SURETY BOND...........................................................66
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES......................................................66
SECTION 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.................68
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.....................74
SECTION 5.04 PERSONS DEEMED OWNERS.................................................74
SECTION 5.05 APPOINTMENT OF PAYING AGENT...........................................74
SECTION 5.06 OPTIONAL PURCHASE OF CERTIFICATES.....................................75
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
SECTION 6.01 RESPECTIVE LIABILITIES OF THE COMPANY AND THE MASTER SERVICER.........76
SECTION 6.02 MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER SERVICER; ASSIGNMENT
OF RIGHTS AND DELEGATION OF DUTIES BY MASTER SERVICER.................77
SECTION 6.03 LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER AND OTHERS
.....................................................................77
SECTION 6.04 COMPANY AND MASTER SERVICER NOT TO RESIGN.............................78
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.....................................................79
SECTION 7.02 TRUSTEE OR COMPANY TO ACT; APPOINTMENT OF SUCCESSOR...................81
SECTION 7.03 NOTIFICATION TO CERTIFICATEHOLDERS....................................82
SECTION 7.04 WAIVER OF EVENTS OF DEFAULT...........................................82
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.....................................................82
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.................................84
SECTION 8.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.................86
SECTION 8.04 TRUSTEE MAY OWN CERTIFICATES..........................................86
SECTION 8.05 MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION...86
SECTION 8.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE..................................87
SECTION 8.07 RESIGNATION AND REMOVAL OF THE TRUSTEE................................87
SECTION 8.08 SUCCESSOR TRUSTEE.....................................................88
SECTION 8.09 MERGER OR CONSOLIDATION OF TRUSTEE....................................89
SECTION 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.........................89
SECTION 8.11 APPOINTMENT OF CUSTODIANS.............................................90
SECTION 8.12 APPOINTMENT OF OFFICE OR AGENCY.......................................90
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR THE COMPANY OR
LIQUIDATION OF ALL MORTGAGE LOANS.....................................91
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS...................................93
SECTION 9.03 TERMINATION OF MULTIPLE REMICS........................................94
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC ADMINISTRATION...........................................94
SECTION 10.02 MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE INDEMNIFICATION98
SECTION 10.03 DESIGNATION OF REMIC(S)........................................98
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 AMENDMENT......................................................98
SECTION 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS........................101
SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS....................101
SECTION 11.04 GOVERNING LAW.................................................102
SECTION 11.05 NOTICES.......................................................102
SECTION 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.............102
SECTION 11.07 SEVERABILITY OF PROVISIONS....................................103
SECTION 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION..................103
</TABLE>
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H-1: Form of Investor Representation Letter
Exhibit H-2: Form of ERISA Representation Letter
Exhibit H-3: Form of ERISA Legend
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement Pursuant
to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
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This is the Standard Terms of Pooling and Servicing Agreement, dated as
of December 1, 1999 (the "Standard Terms", and as incorporated by reference into
a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
ACCRETION TERMINATION DATE: As defined in the Series Supplement.
ACCRUAL CERTIFICATES: As defined in the Series Supplement.
ACCRUED CERTIFICATE INTEREST: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. 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 or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (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 on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
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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 that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) 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 (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the 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: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
ADDITIONAL COLLATERAL LOAN: Each Mortgage Loan that is supported by
Additional Collateral.
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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.
AMBAC: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, 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.
ASSIGNED CONTRACTS: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
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
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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 the
Closing Date, 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 and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, 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 on the related Certificate Account Deposit Date pursuant to the second
paragraph of 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), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, 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). Such amount shall be determined separately for
each Loan Group. Additionally, with respect to any Mortgage Pool that is
comprised of two or more Loan Groups, if on any Distribution Date Compensating
Interest provided pursuant to this Section 3.16(e) is less than Prepayment
Interest Shortfalls incurred on the Mortgage Loans in the related Prepayment
Period, such Compensating Interest shall be allocated on such Distribution Date
to the Available Distribution Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service REDUCTION; PROVIDED, HOWEVER, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
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BOOK-ENTRY CERTIFICATE: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
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 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 Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
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(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) 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 the Class of Subordinate
Certificates with the Lowest Priority 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.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register maintained and
the registrar appointed pursuant to Section 5.02.
CLASS: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
CLASS A-P CERTIFICATE: Any one of the Certificates designated as a Class
A-P Certificate.
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.
CLASS A-V CERTIFICATE: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
CLASS B CERTIFICATE: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
CLASS M CERTIFICATE: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
CLOSING DATE: As defined in the Series Supplement.
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CODE: The Internal Revenue Code of 1986.
COMBINED COLLATERAL LLC: Combined Collateral LLC, a Delaware limited
liability company.
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 which owns or
leases land and all or part of a building or buildings, 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.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
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CREDIT SUPPORT PLEDGE AGREEMENT: The Credit Support Pledge Agreement, dated
as of November 24, 1998, among the Master Servicer, GMAC Mortgage Corporation,
Combined Collateral LLC and The First National Bank of Chicago (now known as
Bank One, National Association), as custodian.
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 pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
CUSTODIAN: A custodian appointed pursuant to a Custodial Agreement.
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 Certificate other than a Book-Entry
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
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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 the Discount Net
Mortgage Rate 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 the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
DISCOUNT NET MORTGAGE RATE: As defined in the Series Supplement.
DISQUALIFIED ORGANIZATION: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, 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,
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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 and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
DUE PERIOD: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.
ELIGIBLE ACCOUNT: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of Bank One, National
Association, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, 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).
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.
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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 aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority 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 aggregate
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 amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
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:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
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(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 LOSSES: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
HIGHEST PRIORITY: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
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,
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(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 Series Supplement.
INITIAL MONTHLY PAYMENT FUND: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
INITIAL NOTIONAL AMOUNT: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
INITIAL SUBORDINATE CLASS PERCENTAGE: As defined in the Series
Supplement.
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 (excluding any Certificate Policy (as defined in the
Series Supplement)), 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: As defined in the Series Supplement.
INTEREST ONLY CERTIFICATES: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
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 Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
LATE COLLECTIONS: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation
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Proceeds or otherwise, which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not previously
recovered.
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 GROUP: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
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.
LOWER PRIORITY: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
LOWEST PRIORITY: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
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
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R) System.
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.
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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.
MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
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 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 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 LOAN SCHEDULE: As defined in the Series Supplement.
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 POOL: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
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.
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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.
NOTIONAL AMOUNT: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
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 any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
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.
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OWNERSHIP INTEREST: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PASS-THROUGH RATE: As defined in the Series Supplement.
PAYING AGENT: The Trustee or any successor Paying Agent appointed by the
Trustee.
PERCENTAGE INTEREST: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
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;
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(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 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 AMOUNT: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
PLEDGED ASSET LOAN: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
PLEDGED ASSETS: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
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PLEDGED ASSET MORTGAGE SERVICING AGREEMENT: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
POOLING AND SERVICING AGREEMENT OR AGREEMENT: With respect to any
Series, this Standard Terms together with the related Series Supplement.
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
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)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
PREPAYMENT DISTRIBUTION TRIGGER: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
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 the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
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 ONLY CERTIFICATES: A Class of Certificates not entitled to
payments of interest, and more specifically designated as such in the Series
Supplement.
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
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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 of the entire
principal balance of a Mortgage Loan.
PROGRAM GUIDE: Collectively, the Client 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 Due Date in the Due Period related to the Distribution Date
occurring in 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, with a copy to the Custodian,
(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
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(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: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. If any 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):
(a) 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 Due Date in the Due Period related
to the Distribution Date on which such Realized Loss will be
allocated pursuant to Section 4.05 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,
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) 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
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Principal Prepayment or the Purchase Price of such Mortgage Loan
is received or is deemed to have been received,
(c) 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, or
(d) 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.
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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 F 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 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 the
Subservicer 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.
RETAIL CERTIFICATES: A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
SCHEDULE OF DISCOUNT FRACTIONS: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.
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SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
SELLER: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
SELLER'S AGREEMENT: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
SENIOR ACCELERATED DISTRIBUTION PERCENTAGE: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for such
Distribution Date;
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 Subordinate 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
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(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 Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date
shall be 100%, or, if the Mortgage Pool is comprised of two or
more Loan Groups, for any Distribution Date on which the weighted
average of the Senior Percentages for each Loan Group, weighted
on the basis of the Stated Principal Balances of the Mortgage
Loans in the related Loan Group, exceeds the weighted average of
the initial Senior Percentages (calculated on such basis) for
each Loan Group, each of the Senior Accelerated Distribution
Percentages for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
SENIOR CERTIFICATE: As defined in the Series Supplement.
SENIOR PERCENTAGE: As defined in the Series Supplement.
SENIOR SUPPORT CERTIFICATE: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
SERIES: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
SERIES SUPPLEMENT: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
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
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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, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (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 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.
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SUBCLASS: With respect to the Class A-V Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).
SUBORDINATE CERTIFICATE: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
SUBORDINATE CLASS PERCENTAGE: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate 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.
SUBORDINATE PERCENTAGE: As of any Distribution Date and, with respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%
minus the related Senior Percentage as of such Distribution 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
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as
such agreement may be amended from time to time.
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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, or its successors in interest, or such other surety as may
be identified in the Series Supplement.
SURETY BOND: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage
Loans originated by Novus Financial Corporation, in each case issued by Ambac
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 Surety Bond
covers any Additional Collateral Loans, or such other Surety Bond as may be
identified in the Series Supplement.
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 any REMIC formed under the Series Supplement and 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 related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(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 or Pledged Assets for any Pledged Asset Loan, but
not including amounts on deposit in the Initial Monthly Payment
Fund,
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(iii) property that secured a Mortgage Loan and that 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, the Pledged Assets with respect to each Pledged Asset Loan,
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.
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, and more specifically designated in
Article XI of the Series Supplement.
SECTION 1.02 USE OF WORDS AND PHRASES.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
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). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
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(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) 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, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, 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) Unless the Mortgage Loan is registered on the
MERS(R) System, 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
to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation
noted thereon or attached thereto, 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;
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(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 thirty 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
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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.
(d) In connection with any Mortgage Loan, if 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 because of (i) 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, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, 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 (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, 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.
If 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 to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, on or prior to the Closing Date, the MERS(R) System to indicate
that such Mortgage Loans have been assigned by the Company to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders
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by including (or deleting, in the case of Mortgage Loans which are repurchased
in accordance with this Agreement) in such computer files (a) the code
"[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR
TRUSTEE]" which identifies the Trustee and (b) the code "[IDENTIFY SERIES
SPECIFIC CODE NUMBER]" in the field "Pool Field" which identifies the series of
the Certificates issued in connection with such Mortgage Loans. The Company
further agrees that it will not, and will not permit the Master Servicer to, and
the Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral or Pledged Assets, its right to
receive amounts due or to become due in respect of any Additional Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Loan or Pledged Asset 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 the
Uncertificated REMIC Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of the Mortgage
Loans and any Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall 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, and hereby is, (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 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 and other property of whatever kind or description now
existing or hereafter acquired consisting of, arising from or relating to any of
the following: (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 and Cooperative Lease, (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note and Mortgage, and (iii) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular Interests and (D) 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
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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
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company, (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan or (4) any transfer of
any interest of Residential Funding or the Company in any Uncertificated REMIC
Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. 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 initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any 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 any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any 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.
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(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
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 acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Pledged Assets, 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
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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, 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 in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, 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. In furtherance of the foregoing, if the Subservicer or
Seller that repurchases the Mortgage Loan is not a member of MERS and the
Mortgage is registered on the MERS(R) System, the Master Servicer, at its own
expense and without any right of reimbursement, shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage
to be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations. 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 and adverse 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
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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;
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(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(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; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
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 or repurchase 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) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
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
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of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such Seller's Agreement relates to
the representations and warranties made by Residential Funding or the related
Seller in respect of such Mortgage Loan and any remedies provided thereunder for
any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure,
repurchase 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 if required pursuant to Section 2.01, 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,
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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 any
REMIC to fail to qualify as such 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.
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
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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
commencement, prosecution or 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. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or rerecording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. 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 any REMIC
formed under the Series Supplement 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
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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 E. 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
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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
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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) If 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
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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, except if such
reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).
(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;
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(vi) All amounts transferred from the Certificate Account
to the Custodial Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received
by the Master Servicer in respect of any Additional Collateral;
and
(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
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.
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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
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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.
If 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
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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 and other
property deposited in or credited to 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);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
or in connection with enforcing any repurchase, substitution
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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 Servicing Advances 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
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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 related
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
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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).
If 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:
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(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 any portion of any REMIC formed under the
Series Supplement 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
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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 any portion of any REMIC formed under the
Series Supplement 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 any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) 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 (iii) 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
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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.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset 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 Pledged Assets 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 Pledged Assets 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 Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (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 Pledged
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Assets) 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 Pledged Assets 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) If 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) If 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
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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 any
portion of any REMIC formed under the Series Supplement 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 any REMIC formed under the Series Supplement 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
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
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 is not a United States Person, 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
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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 F, 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. Within two Business
Days of receipt of such certification and request, the Trustee shall 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 and to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. 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 F 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.
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(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 a per annum rate equal to 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
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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.
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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.
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(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 or be payable on demand 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 or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand 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
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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.
As provided in Section 4.02 of the Series Supplement.
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 information as to each Class of
Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or
more Loan Groups, each Loan Group, to the extent applicable. This statement will
include the information set forth in an exhibit to the Series Supplement. In
addition, 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.
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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) 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 an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
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If 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.
As provided in Section 4.05 of the Series Supplement.
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.
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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, the Master
Servicer shall so notify the Trustee in writing.
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 Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
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 shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such
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Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry 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 Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
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(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V 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 Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial 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
Class A-V 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
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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 H-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I 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 J 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 Senior Support, 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 Senior Support, Class M, Class B
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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 H-1 (with
respect to any Class B Certificate), Exhibit H-2 (with respect to any Senior
Support Certificate or Class M Certificate) or paragraph fourteen of Exhibit G-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 Senior Support, Class M 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 Senior Support Certificate or Class M Certificate
to a Depository, or for any subsequent transfer of any interest
in a Senior Support Certificate or Class M Certificate for so
long as such Certificate is a Book-Entry Certificate (each such
Senior Support Certificate or Class M Certificate, a "Book-Entry
Mezzanine Certificate"). Any Transferee of a Book-Entry Mezzanine
Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein)
that either (a) such Transferee is not a Plan Investor or (b)
such Transferee is a Complying Insurance Company.
(iii) (A) If any Senior Support Certificate or 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 Senior Support Certificate or 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 Mezzanine
Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e)
shall indemnify and hold
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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 G-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
G-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
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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 G-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 G-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
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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 Senior, Class M or Class B 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), an Officers'
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 any portion of any REMIC
formed under the Series Supplement to cease to qualify as
a REMIC and will not cause (x) any portion of any REMIC
formed under the Series Supplement 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.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, 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.
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The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
SECTION 5.06 OPTIONAL PURCHASE OF CERTIFICATES.
(a) On any Distribution Date on which the Pool Stated Principal Balance,
prior to giving effect to distributions to be made on such Distribution Date, 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
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thereon for the related Interest Accrual Period and any previously unpaid
Accrued Certificate Interest with respect thereto.
(d) If 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.
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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 Senior, Class M or Class B 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
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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.
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ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause
to be distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates
of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(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
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voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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SECTION 7.02 TRUSTEE OR COMPANY TO ACT; APPOINTMENT OF SUCCESSOR.
(a) 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.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its
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records to reflect the transfer of servicing to the successor Master Servicer as
necessary under MERS' rules and regulations, or (ii) the predecessor Master
Servicer shall cooperate with the successor Master Servicer in causing MERS to
execute and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Master Servicer. The predecessor Master Servicer shall
file or cause to be filed any such assignment in the appropriate recording
office. The predecessor Master Servicer shall bear any and all fees of MERS,
costs of preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.
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 or waiver 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
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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 any portion of any REMIC formed under the Series Supplement 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;
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(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
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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 or waived), 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 or waiver 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
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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 any portion of any REMIC
formed under the Series Supplement 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, or of MERS
or the MERS(R) System. 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.
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(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 the Trustee's 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
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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
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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.
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(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 at
the address designated in Section 11.05 of the Series Supplement where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee will maintain an office at the address stated in
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Section 11.05 of the Series Supplement 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
any portion of any REMIC formed under the Series Supplement 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, prior to giving
effect to distributions to be made on such 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
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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
Senior Certificates and Class M 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 Senior, Class M or Class B 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
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price specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) If 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) Each REMIC that comprises 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 each such REMIC 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 any such REMIC 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 each such REMIC 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 a REMIC under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior
to the time of making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms
hereof; and
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(iii) If the Master Servicer or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(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 each REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
SECTION 9.03 TERMINATION OF MULTIPLE REMICS.
If the REMIC Administrator makes two or more separate REMIC elections,
the applicable REMIC shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC ADMINISTRATION.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as one or more REMICs under the Code and, if necessary, under applicable
state law. The assets of each such REMIC will be set forth in the Series
Supplement. 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 each REMIC election in respect of
the Trust Fund, Certificates and interests to be designated as the "regular
interests" and the sole class of "residual interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so designated.
(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 each Class of the Class R Certificates
and shall be designated as "the tax matters person" with respect to each REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of each 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
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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 each 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 each REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each 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 of each REMIC as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such 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
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Fund and the Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to
each 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 any REMIC created hereunder or any related assets thereof, or causing
any such 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 any such REMIC, and the Trustee shall not take any such action or
cause any such 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 each REMIC created hereunder 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
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such 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 X, 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.
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(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder 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 any REMIC created hereunder
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 such 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 any REMIC created
hereunder will receive a fee or other compensation for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates) representing a regular interest in the applicable
REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest (other than each Uncertificated REMIC Regular Interest
represented by a Class A-V Certificate, if any) and the rights to the Interest
Only Certificates and Uncertificated REMIC Regular Interest represented by any
Class A-V Certificate would be reduced to zero is the Maturity Date for each
such Certificate and Interest.
(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 each REMIC created hereunder.
(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 any REMIC created hereunder, (iii)
the termination of any such 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 any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such 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 such 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 such REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
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SECTION 10.02 MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC ADMINISTRATOR THAT CONTAIN ERRORS OR OMISSIONS; PROVIDED, HOWEVER,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, 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.
SECTION 10.03 DESIGNATION OF REMIC(S).
As provided in Section 10.03 of the Series Supplement.
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,
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(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 a 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 any REMIC created hereunder 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,
(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, or
(vii) to amend any provision herein or therein that is not
material to any of the Certificateholders.
(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
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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 any REMIC created under
the Series Supplement 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 the Custodian
and 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 Senior
Certificateholders, the Class M Certificateholders, the Master Servicer or the
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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) any REMIC created hereunder 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 K (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 K, 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.
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(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.
As provided in Section 11.05 of the Series Supplement.
SECTION 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
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(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class
of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
PROVIDED, HOWEVER, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 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.
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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).
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