SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 1, 1999
RESIDENTIAL ACCREDIT LOANS, INC. (as company under a Pooling and Servicing
Agreement dated as of June 1, 1999 providing for, inter alia, the issuance of
Mortgage Asset-Backed Pass- Through Certificates, Series 1999-QS8)
Residential Accredit Loans, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-72661 51-0368240
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Exhibit Index located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies): The following execution copies of
Exhibits to the Form S-3 Registration Statement of the Registrant are hereby
filed:
Sequentially
Exhibit Numbered
Number Exhibit Page
10.1 Pooling and Servicing Agreement, dated as of June 1, 1999 among Residential
Accredit Loans, Inc., as company, Residential Funding Corporation, as master
servicer, and Bankers Trust Company, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL ACCREDIT LOANS, INC.
By:________________________
Name: Randy Van Zee
Title: Vice President
Dated: June 29, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: June 29, 1999
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement, dated as of June 1, 1999 among
Residential Accredit Loans, Inc., as company, Residential Funding Corporation,
as master servicer, and Bankers Trust Company, as trustee.
<PAGE>
EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1999
Mortgage Asset-Backed Pass-Through Certificates
Series 1999-QS8
<PAGE>
ARTICLE I DEFINITIONS.......................................................3
Section 1.01.................................................Definitions3
ACCRUED CERTIFICATE INTEREST.................................................3
ADDENDUM AND ASSIGNMENT AGREEMENT............................................4
ADDITIONAL COLLATERAL........................................................4
ADDITIONAL COLLATERAL LOAN...................................................4
ADJUSTED MORTGAGE RATE.......................................................4
ADVANCE......................................................................4
AFFILIATE....................................................................4
AGREEMENT....................................................................4
AMOUNT HELD FOR FUTURE DISTRIBUTION..........................................4
APPRAISED VALUE..............................................................4
ASSIGNMENT...................................................................5
ASSIGNMENT AGREEMENT.........................................................5
ASSIGNMENT OF PROPRIETARY LEASE..............................................5
AVAILABLE DISTRIBUTION AMOUNT................................................5
BANKRUPTCY AMOUNT............................................................5
BANKRUPTCY CODE..............................................................6
BANKRUPTCY LOSS..............................................................6
BOOK-ENTRY CERTIFICATE.......................................................6
BUSINESS DAY.................................................................6
BUYDOWN FUNDS................................................................7
BUYDOWN MORTGAGE LOAN........................................................7
CASH LIQUIDATION.............................................................7
CERTIFICATE..................................................................7
CERTIFICATE ACCOUNT..........................................................7
CERTIFICATE ACCOUNT DEPOSIT DATE.............................................7
CERTIFICATEHOLDER OR HOLDER..................................................7
CERTIFICATE OWNER............................................................7
CERTIFICATE PRINCIPAL BALANCE................................................7
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR...............................8
CLASS........................................................................8
CLASS A CERTIFICATE..........................................................8
CLASS A-P COLLECTION SHORTFALL...............................................9
CLASS A-P PRINCIPAL DISTRIBUTION AMOUNT......................................9
CLASS A-V CERTIFICATES.......................................................9
CLASS A-V NOTIONAL AMOUNT OR NOTIONAL AMOUNT.................................9
CLASS A-V SUBCLASS NOTIONAL AMOUNT...........................................9
CLASS B CERTIFICATE..........................................................9
CLASS B PERCENTAGE...........................................................9
CLASS B-1 PERCENTAGE.........................................................9
CLASS B-1 PREPAYMENT DISTRIBUTION TRIGGER....................................9
CLASS B-2 PERCENTAGE.........................................................9
CLASS B-2 PREPAYMENT DISTRIBUTION TRIGGER...................................10
CLASS B-3 PERCENTAGE........................................................10
CLASS B-3 PREPAYMENT DISTRIBUTION TRIGGER...................................10
CLASS M CERTIFICATE.........................................................10
CLASS M PERCENTAGE..........................................................10
CLASS M-1 PERCENTAGE........................................................10
CLASS M-2 PERCENTAGE........................................................10
CLASS M-2 PREPAYMENT DISTRIBUTION TRIGGER...................................10
CLASS M-3 PERCENTAGE........................................................11
CLASS M-3 PREPAYMENT DISTRIBUTION TRIGGER...................................11
CLASS R CERTIFICATE.........................................................11
CLOSING DATE................................................................11
CODE........................................................................11
COMPENSATING INTEREST.......................................................11
COOPERATIVE.................................................................11
COOPERATIVE APARTMENT.......................................................12
COOPERATIVE LEASE...........................................................12
COOPERATIVE LOANS...........................................................12
COOPERATIVE STOCK...........................................................12
COOPERATIVE STOCK CERTIFICATE...............................................12
CORPORATE TRUST OFFICE......................................................12
CREDIT SUPPORT DEPLETION DATE...............................................12
CURTAILMENT.................................................................12
CUSTODIAL ACCOUNT...........................................................12
CUSTODIAL AGREEMENT.........................................................12
CUSTODIAN...................................................................12
CUT-OFF DATE................................................................12
CUT-OFF DATE PRINCIPAL BALANCE..............................................13
DCR........................................................................ 13
DEBT SERVICE REDUCTION......................................................13
DEFICIENT VALUATION.........................................................13
DEFINITIVE CERTIFICATE......................................................13
DELETED MORTGAGE LOAN.......................................................13
DEPOSITORY..................................................................13
DEPOSITORY PARTICIPANT......................................................13
DESTROYED MORTGAGE NOTE.....................................................13
DETERMINATION DATE..........................................................14
DISCOUNT FRACTION...........................................................14
DISCOUNT MORTGAGE LOAN......................................................14
DISQUALIFIED ORGANIZATION...................................................14
DISTRIBUTION DATE...........................................................14
DUE DATE....................................................................14
DUE PERIOD..................................................................14
ELIGIBLE ACCOUNT............................................................15
ELIGIBLE FUNDS..............................................................15
EVENT OF DEFAULT............................................................15
EXCESS BANKRUPTCY LOSS......................................................15
EXCESS FRAUD LOSS...........................................................15
EXCESS SPECIAL HAZARD LOSS..................................................15
EXCESS SUBORDINATE PRINCIPAL AMOUNT.........................................15
EXTRAORDINARY EVENTS........................................................16
EXTRAORDINARY LOSSES........................................................16
FASIT.......................................................................16
FDIC....................................................................... 16
FHLMC.......................................................................16
FINAL DISTRIBUTION DATE.....................................................17
FITCH IBCA..................................................................17
FNMA........................................................................17
FORECLOSURE PROFITS.........................................................17
FRAUD LOSS AMOUNT...........................................................17
FRAUD LOSSES................................................................17
INDEPENDENT.................................................................17
INITIAL CERTIFICATE PRINCIPAL BALANCE.......................................18
INITIAL CLASS A-V NOTIONAL AMOUNT...........................................18
INITIAL MONTHLY PAYMENT FUND................................................18
INSURANCE PROCEEDS..........................................................18
INSURER.....................................................................18
INTEREST ACCRUAL PERIOD.....................................................18
INTERNATIONAL BORROWER......................................................18
JUNIOR CERTIFICATEHOLDER....................................................18
JUNIOR CLASS OF CERTIFICATES................................................18
LATE COLLECTIONS............................................................18
LIQUIDATION PROCEEDS........................................................18
LOAN-TO-VALUE RATIO.........................................................19
MATURITY DATE...............................................................19
MLCC........................................................................19
MODIFIED MORTGAGE LOAN......................................................19
MODIFIED NET MORTGAGE RATE..................................................19
MONTHLY PAYMENT.............................................................19
MOODY'S.....................................................................19
MORTGAGE....................................................................19
MORTGAGE 100SM LOAN.........................................................19
MORTGAGE FILE...............................................................19
MORTGAGE LOAN SCHEDULE......................................................20
MORTGAGE LOANS..............................................................20
MORTGAGE NOTE...............................................................21
MORTGAGE RATE...............................................................21
MORTGAGED PROPERTY..........................................................21
MORTGAGOR...................................................................21
NET MORTGAGE RATE...........................................................21
NON-DISCOUNT MORTGAGE LOAN..................................................21
NON-PRIMARY RESIDENCE LOANS.................................................21
NON-UNITED STATES PERSON....................................................21
NONRECOVERABLE ADVANCE......................................................21
NONSUBSERVICED MORTGAGE LOAN................................................21
OFFICERS' CERTIFICATE.......................................................21
OPINION OF COUNSEL..........................................................21
OUTSTANDING MORTGAGE LOAN...................................................22
OWNERSHIP INTEREST..........................................................22
PARENT POWERSM LOAN.........................................................22
PASS-THROUGH RATE...........................................................22
PAYING AGENT................................................................22
PERCENTAGE INTEREST.........................................................22
PERMITTED INVESTMENTS.......................................................23
PERMITTED TRANSFEREE........................................................24
PERSON......................................................................24
PLEDGED ASSET MORTGAGE SERVICING AGREEMENT..................................24
POOL STATED PRINCIPAL BALANCE...............................................24
POOL STRIP RATE.............................................................24
PREPAYMENT ASSUMPTION.......................................................24
PREPAYMENT DISTRIBUTION PERCENTAGE..........................................24
PREPAYMENT DISTRIBUTION TRIGGER.............................................26
PREPAYMENT INTEREST SHORTFALL...............................................26
PREPAYMENT LOCKOUT PERCENTAGE...............................................26
PREPAYMENT PERIOD...........................................................26
PRIMARY INSURANCE POLICY....................................................26
PRINCIPAL PREPAYMENT........................................................26
PRINCIPAL PREPAYMENT IN FULL................................................26
PROGRAM GUIDE...............................................................26
PURCHASE PRICE..............................................................26
QUALIFIED SUBSTITUTE MORTGAGE LOAN..........................................27
RATING AGENCY...............................................................27
REALIZED LOSS...............................................................27
RECORD DATE.................................................................28
REGULAR CERTIFICATE.........................................................28
REMIC.......................................................................28
REMIC ADMINISTRATOR.........................................................28
REMIC PROVISIONS............................................................28
REO ACQUISITION.............................................................29
REO DISPOSITION.............................................................29
REO IMPUTED INTEREST........................................................29
REO PROCEEDS................................................................29
REO PROPERTY................................................................29
REQUEST FOR RELEASE.........................................................29
REQUIRED INSURANCE POLICY...................................................29
REQUIRED SURETY PAYMENT.....................................................29
RESIDENTIAL FUNDING.........................................................29
RESPONSIBLE OFFICER.........................................................29
SCHEDULE OF DISCOUNT FRACTIONS..............................................29
SECURITY AGREEMENT..........................................................30
SELLER......................................................................30
SELLER'S AGREEMENT..........................................................30
SENIOR ACCELERATED DISTRIBUTION PERCENTAGE..................................30
SENIOR CERTIFICATE..........................................................31
SENIOR PERCENTAGE...........................................................31
SENIOR PRINCIPAL DISTRIBUTION AMOUNT........................................31
SERVICING ACCOUNTS..........................................................31
SERVICING ADVANCES..........................................................31
SERVICING FEE...............................................................31
SERVICING MODIFICATION......................................................32
SERVICING OFFICER...........................................................32
SPECIAL HAZARD AMOUNT.......................................................32
SPECIAL HAZARD LOSS.........................................................33
STANDARD & POOR'S...........................................................33
STATED PRINCIPAL BALANCE....................................................33
SUBCLASS....................................................................33
SUBORDINATE PERCENTAGE......................................................33
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT...................................33
SUBSERVICED MORTGAGE LOAN...................................................34
SUBSERVICER.................................................................34
SUBSERVICER ADVANCE.........................................................34
SUBSERVICING ACCOUNT........................................................34
SUBSERVICING AGREEMENT......................................................34
SUBSERVICING FEE............................................................34
SURETY......................................................................34
SURETY BOND.................................................................34
TAX RETURNS.................................................................34
TRANSFER....................................................................35
TRANSFEREE..................................................................35
TRANSFEROR..................................................................35
TRUST FUND..................................................................35
UNCERTIFICATED REMIC REGULAR INTERESTS......................................35
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS.....................35
UNINSURED CAUSE.............................................................35
UNITED STATES PERSON........................................................36
VOTING RIGHTS...............................................................36
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES.........................................37
Section 2.01 Conveyance of Mortgage Loans...........................37
Section 2.02. Acceptance by Trustee..................................41
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company ..........................43
Section 2.04. Representations and Warranties of Sellers..............47
Section 2.05. Execution and Authentication of Certificates...........49
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS................50
Section 3.01..Master Servicer to Act as Servicer .....................50
Section 3.02.Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations ............................................51
Section 3.03..Successor Subservicers .................................52
Section 3.04..Liability of the Master Servicer .......................52
Section 3.05.No Contractual Relationship Between Subservicer and
Trustee or Certificateholders ....................53
Section 3.06.Assumption or Termination of Subservicing Agreements by
Trustee ...........................................53
Section 3.07.Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account .................................53
Section 3.08..Subservicing Accounts; Servicing Accounts ..............56
Section 3.09.Access to Certain Documentation and Information Regarding
the Mortgage Loans .....................................57
Section 3.10..Permitted Withdrawals from the Custodial Account ......57
Section 3.11.Maintenance of the Primary Insurance Policies; Collections
Thereunder .............................................59
Section 3.12.Maintenance of Fire Insurance and Omissions and Fidelity
Coverage ...............................................60
Section 3.13.Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments ..........62
Section 3.14..Realization Upon Defaulted Mortgage Loans ..............64
Section 3.15..Trustee to Cooperate; Release of Mortgage Files .......66
Section 3.16..Servicing and Other Compensation; Compensating Interest68
Section 3.17..Reports to the Trustee and the Company .................69
Section 3.18..Annual Statement as to Compliance ......................69
Section 3.19..Annual Independent Public Accountants' Servicing Report 69
Section 3.20..Rights of the Company in Respect of the Master Servicer 70
Section 3.21..Administration of Buydown Fund .........................70
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS.................................72
Section 4.01..Certificate Account ....................................72
Section 4.02..Distribution ...........................................72
Section 4.03..Statements to Certificateholders .......................81
Section 4.04.Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer ........................83
Section 4.05..Allocation of Realized Losses ..........................84
Section 4.06.Reports of Foreclosures and Abandonment of Mortgaged
Property ...............................................86
Section 4.07..Optional Purchase of Defaulted Mortgage Loans ..........86
Section 4.08..Surety Bond ............................................87
ARTICLE V THE CERTIFICATES................................................88
Section 5.01..The Certificates .......................................88
Section 5.02..Registration of Transfer and Exchange of Certificates ..90
Section 5.03..Mutilated, Destroyed, Lost or Stolen Certificates ......96
Section 5.04..Persons Deemed Owners ..................................96
Section 5.05..Appointment of Paying Agent ............................96
Section 5.06..Optional Purchase of Certificates ......................97
ARTICLE VI THE COMPANY AND THE MASTER SERVICER............................99
Section 6.01.Respective Liabilities of the Company and the
Master Servicer ........................................99
Section 6.02.Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer ..............................99
Section 6.03.Limitation on Liability of the Company, the Master Servicer
and Others ............................................100
Section 6.04..Company and Master Servicer Not to Resign. ............101
ARTICLE VII DEFAULT......................................................102
Section 7.01..Events of Default .....................................102
Section 7.02..Trustee or Company to Act; Appointment of Successor ..104
Section 7.03..Notification to Certificateholders. ...................104
Section 7.04..Waiver of Events of Default. ..........................105
ARTICLE VIII CONCERNING THE TRUSTEE......................................106
Section 8.01..Duties of Trustee. ....................................106
Section 8.02..Certain Matters Affecting the Trustee .................107
Section 8.03..Trustee Not Liable for Certificates or Mortgage Loan 109
Section 8.04..Trustee May Own Certificates ..........................109
Section 8.05.Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification .......................................109
Section 8.06..Eligibility Requirements for Trustee ..................110
Section 8.07..Resignation and Removal of the Trustee. ...............111
Section 8.08..Successor Trustee .....................................111
Section 8.09..Merger or Consolidation of Trustee ....................112
Section 8.10..Appointment of Co-Trustee or Separate Trustee ........112
Section 8.11..Appointment of Custodians .............................113
Section 8.12..Appointment of Office or Agency .......................114
ARTICLE IX TERMINATION...................................................115
Section 9.01.Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans ..............115
Section 9.02..Additional Termination Requirements ...................117
ARTICLE X REMIC PROVISIONS...............................................119
Section 10.01..REMIC Administration .................................119
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification .......................................122
ARTICLE XI MISCELLANEOUS PROVISIONS......................................124
Section 11.01...Amendment ...........................................124
Section 11.02..Recordation of Agreement; Counterparts ...............126
Section 11.03..Limitation on Rights of Certificateholders ...........126
Section 11.04..Governing Law ........................................127
Section 11.05..Notices ..............................................127
Section 11.06..Notices to Rating Agency .............................128
Section 11.07...Severability of Provisions ..........................129
Section 11.08..Supplemental Provisions for Resecuritization ........129
<PAGE>
TABLE OF CONTENTS
(continued)
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit J-3: Form of ERISA Legend
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
-2-
<PAGE>
<PAGE>
This is a Pooling and Servicing Agreement, dated as of June 1, 1999, among
RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its permitted
successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its permitted successors and assigns, the "Master
Servicer"), and BANKERS TRUST COMPANY, as Trustee (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund herein, and subject to this
Agreement (including the Mortgage Loans but excluding the Initial Monthly
Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes, and such segregated pool of assets will be
designated as a "REMIC." The Class A-1, Class A-P, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Uncertificated
REMIC Regular Interests (as defined herein), 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 herein)
under federal income tax law.
<PAGE>
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Pass-Through Aggregate Initial CeFeaturese PrincipMaturityce Standard DCR
Date & Poor's
<S> <C> <C> <C> <C> <C>
Class A-1 6.50% $100,048,000.00 Senior/Fixed Rate June 25, 2014 AAA AAA
Class A-P 0.00% $ 122,858.97 Principal Only/SenJune 25, 2014 AAAr AAA
Class A-V Variable Rate $ 0.00 Variable Strip/SenJune 25, 2014 AAAr AAA
Class R 6.50% $ 100.00 Residual/Senior June 25, 2014 AAA AAA
Class M-1 6.50% $2,563,600.00 Mezzanine June 25, 2014 N/A AA
Class M-2 6.50% $ 575,400.00 Mezzanine June 25, 2014 N/A A
Class M-3 6.50% $ 470,800.00 Mezzanine June 25, 2014 N/A BBB
Class B-1 6.50% $ 313,900.00 Subordinate June 25, 2014 N/A BB
Class B-2 6.50% $ 261,600.00 Subordinate June 25, 2014 N/A B
Class B-3 6.50% $ 261,601.59 Subordinate June 25, 2014 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $104,617,860.56. The Mortgage Loans are fixed-rate first lien mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
2
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-P Certificates and Class A-V
Certificates), any Class M Certificate, any Class B Certificate or any Class R
Certificate, interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to the Class A-V Certificates in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-V Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-V Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-V Subclass
Notional Amount thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of (i) Prepayment Interest Shortfalls (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided in Section
4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05, (iii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and (iv) any other interest shortfalls not covered by the subordination provided
by the Class M Certificates and Class B Certificates, including interest that is
not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-V Certificates shall be allocated
among the Subclasses thereof, if any, in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion of the
reductions described in the second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100 SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100 SM Loan and any related collateral. With respect to any Parent
Power SM Loan, the third-party guarantee for such Parent Power SM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated June
29, 1999, between Residential Funding and the Company relating to the transfer
and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount 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) and (vi) any amount
received by the Trustee pursuant to the Surety Bond in respect of such
Distribution Date, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate Foreclosure Profits,
(x) the Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount equal to the
excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Accredit
Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 1999-QS8"
and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Senior Certificate
(other than any Class A-V Certificate), on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class B Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate Principal Balance of
each Class B Certificate of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. The Class A-V Certificates will have no
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-V Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
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 hereto as Exhibit A, each such
Certificate (other than the Class A-V Certificates) representing an interest
designated as a "regular interest" in the REMIC for purposes of the REMIC
Provisions. The Class A-V Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interests. On and after
the date of issuance of any Subclass of Class A-V Certificates pursuant to
Section 5.01(c), any such Subclass will represent the Uncertificated REMIC
Regular Interest or Interests specified by the initial Holder of the Class A-V
Certificates pursuant to said Section.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of
the amount described in Section 4.02(b)(i)(C)(1) over the amount described in
Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class A-V Certificates: The Senior Certificates designated as Class A-V
Certificates, including any Subclass thereof.
Class A-V Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-V Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such Distribution Date.
Class A-V Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-V Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass immediately prior to such date.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or equal to 0.80%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.50%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.80%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.25%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: June 29, 1999.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1999-QS8.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M Certificates and Class B
Certificates have been reduced to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: June 1, 1999.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59
days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "
electing large partnership," as defined in Section 775(a) of the Code and (vi)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of The First National Bank
of Chicago, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of Bankers Trust Company, or
(v) an account or accounts of a depository institution acceptable to each Rating
Agency (as evidenced in writing by each Rating Agency that use of any such
account as the Custodial Account or the Certificate Account will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-P Principal Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E).
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
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government or public
authority; or risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the second anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Y) from the second to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-V Notional Amount: With respect to any Class A-V
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-V Certificate.
Initial Monthly Payment Fund: As defined in Section 2.01(g).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
International Borrower: In connection with any Mortgage Loan, a borrower
who is (a) a United States citizen employed in a foreign country, (b) a
non-permanent resident alien employed in the United States or (c) a citizen of a
country other than the United States with income derived from sources outside
the United States.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Certificates outstanding as of
the date of the repurchase of a Mortgage Loan pursuant to Section 4.07 herein
that has the latest priority for payments pursuant to Section 4.02.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-V Certificates which have no Certificate Principal Balance) would be
reduced to zero, which is June 25, 2014, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is June
25, 2014, which is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
the Mortgage Loan identifying number ("RFC LOAN #");
the street address of the Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) including state and zip
code ("ADDRESS");
the maturity of the Mortgage Note ("MATURITY DATE");
the Mortgage Rate ("ORIG RATE");
the Subservicer pass-through rate ("CURR NET");
the Net Mortgage Rate ("NET MTG RT");
the Pool Strip Rate ("STRIP");
the initial scheduled monthly payment of principal, if any, and interest
("ORIGINAL P & I");
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
the Loan-to-Value Ratio at origination ("LTV");
the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at
which the Servicing Fee accrues ("MSTR SERV FEE");
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
a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan
is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan
or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of the
Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Insurance Policy.
Pass-Through Rate: With respect to the Senior Certificates (other than the
Class A-P Certificates and Class A-V Certificates), Class M Certificates and
Class B Certificates and any Distribution Date, the per annum rates set forth in
the Preliminary Statement hereto. With respect to the Class A-V Certificates
(other than any Subclass thereof) and any Distribution Date, a rate equal to the
weighted average, expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as of the Due Date in the month next preceding the month in which
such Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the Holders of the Certificates
(or, with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). With respect to the Class A-V Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.6927% per annum. With
respect to any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated REMIC Regular
Interests represented by such Subclass as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates (or with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). The Class A-P
Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying Agent appointed
by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Class A-V
Notional Amount thereof (in the case of any Class A-V Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-V Notional Amounts, as applicable, of all the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
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;
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;
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;
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 and demand notes shall have a remaining maturity of not
more than 30 days;
a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
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, either
A-1 by Standard & Poor's, P-1 by Moody's, D-1 in the case of DCR or F-1 by Fitch
IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 6.50%
(but not less than 0.00%) per annum.
Prepayment Assumption: The prepayment assumption to be used for
determining the accrual of original issue discount and market discount and
premium on the Certificates for federal income tax purposes, which assumes a
constant prepayment rate of 4.0% per annum of the then outstanding principal
balance of the Mortgage Loans in the first month of the life of the Mortgage
Loans and an additional 1.090909% per annum in each month thereafter until the
twelfth month, and beginning in the twelfth month and in each month thereafter
during the life of the Mortgage Loans, a constant prepayment rate of 16.0% per
annum.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
For any Distribution Date prior to the Distribution Date in July 2004
(unless the Certificate Principal Balances of the Senior Certificates (other
than the Class A-P Certificates) have been reduced to zero), 0%.
For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates and Class B
Certificates for which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such
Class immediately prior to such date and the denominator of which is
the sum of the Certificate Principal Balances immediately prior to
such date of (1) the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation
and (2) all other Classes of Class M Certificates and Class B
Certificates for which the respective Prepayment Distribution
Triggers have been satisfied; and
in the case of each other Class of Class M Certificates and
Class B Certificates for which the Prepayment Distribution Triggers have not
been satisfied, 0%; and
Notwithstanding the foregoing, if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of
Class M Certificates and Class B Certificates in an amount greater
than the remaining Certificate Principal Balance thereof (any such
class, a "Maturing Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced to a level that,
when applied as described above, would exactly reduce the
Certificate Principal Balance of such Class to zero; (b) the
Prepayment Distribution Percentage of each other Class of Class M
Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a)
of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class shall
be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing
Class had not been reduced to zero, plus (2) the related Adjustment
Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's Expanded Criteria Mortgage Program.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate on the Class A-V Certificates and (ii) the excess of the Pool Strip Rate on
such Qualified Substitute Mortgage Loan as calculated pursuant to the definition
of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage
Loan shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: DCR and Standard & Poor's with respect to the Senior
Certificates and DCR with respect to the Class M-1, Class M-2, Class M-3, Class
B-1 and Class B-2 Certificates. If either agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto, or an electronic request in a form acceptable to the
Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Mortgage
Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal
portion of the Realized Loss with respect to such Mortgage Loan and (ii) the
excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material respects with
those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
<TABLE>
<CAPTION>
Distribution Date Senior Accelerated
Distribution Percentage
<S> <C> <C>
July 1999 through 100%
June 2004...............................
July 2004 through
June 2005............................... Senior Percentage, plus 70% of the Subordinate Percentage
July 2005 through
June 2006............................... Senior Percentage, plus 60% of the Subordinate Percentage
July 2006 through
June 2007............................... Senior Percentage, plus 40% of the Subordinate Percentage
July 2007 through
June 2008............................... Senior Percentage, plus 20% of the Subordinate Percentage
July 2008 and
thereafter.............................. Senior Percentage
</TABLE>
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Senior Percentage as of the Closing Date, the
Senior Accelerated Distribution Percentage for such Distribution Date shall be
100%. Notwithstanding the foregoing, upon the reduction of the Certificate
Principal Balances of the Senior Certificates (other than the Class A-P
Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificate: Any one of the Class A Certificates or Class R
Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) or, after the Credit Support Depletion
Date, the amount required to be distributed to the Class A-P Certificateholders
pursuant to Section 4.02(c) 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).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$1,387,236 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 18.2% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-V Certificates, any Subclass thereof
issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A) 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 Class M Certificates and Class B Certificates then outstanding, of
the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) to the
extent such collections are not otherwise distributed to the Senior
Certificates; (iii) the product of (x) the related Prepayment Distribution
Percentage and (y) the aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the Senior
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement shall also
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
the Mortgage Loans and the related Mortgage Files,
all payments on and collections in respect of the Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the Trust Fund, including the
proceeds from the liquidation of Additional Collateral for any Additional
Collateral Loan, but not including amounts on deposit in the Initial Monthly
Payment Fund;
property which secured a Mortgage Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
the hazard insurance policies and Primary Insurance Policies, if any, and
the interest in the Surety Bond transferred to the Trustee pursuant to Section
2.01, and
all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 1,018 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 to 1,018, each relating to the particular Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule, each having
no principal balance, and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single
Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers
Association of America and effective with respect to fiscal periods ending on or
after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all 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.
3
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing
the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within ten Business Days following the earlier of (i) the
receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to the Trustee or
the Custodian or Custodians that are the duly appointed agent or agents of the
Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding pursuant to this
Section 2.01(c).
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or Assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and (II)(vi)
and (vii) and that may be delivered as a copy rather than the original may be
delivered to the Master Servicer in microfiche form.
(e) Residential Funding hereby assigns to the Trustee its security interest
in and to any Additional Collateral, its right to receive payments in respect of
any Additional Collateral Loans pursuant the Addendum and Assignment Agreement
and the Pledged Asset Mortgage Servicing Agreement, and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Mortgage Loan, Residential Funding
shall cause to be filed in the appropriate recording office a UCC-3 statement
giving notice of the assignment of the related security interest to the Trust
Fund and shall thereafter cause the timely filing of all necessary continuation
statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 be, and be construed as, a
sale by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that the Mortgage
Loans are held to be property of the Company or of Residential Funding, or if
for any reason this Agreement is held or deemed to create a security interest in
the Mortgage Loans, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall
be deemed to be (1) a grant by the Company to the Trustee of a security interest
in all of the Company's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Loans, including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate and Cooperative Lease and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage, (B)
all amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof, (C) any insurance policies related to any Mortgage Loan, and (D) any
and all general intangibles, accounts, chattel paper, instruments, documents,
money, deposit accounts, certificates of deposit, goods, letters of credit,
advices of credit and investment property consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for (as applicable) the Trustee for the
purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans, as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(g) The Master Servicer hereby acknowledges the receipt by it of cash in an
amount equal to $3,885 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in July 1999, for those Mortgage Loans for which the Trustee will not
be entitled to receive such payment. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the Distribution
Date in July 1999. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of the REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of the REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by the REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Additional Collateral and the Surety
Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, it is understood and agreed
that the Master Servicer shall use its best efforts to substitute, within 60
days of the Closing Date, Qualified Substitute Mortgage Loans to replace any of
the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is a
party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements of
each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate of the Company
or the Trustee by the Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue statement of a material fact or omit a
material fact necessary to make the information, certificate, statement or
report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure 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) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has been
so Delinquent more than once in the 12-month period prior to the Cut-off
Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month and
terms to maturity at origination or modification of not more than 15 years;
(iv) To the best of the Company's knowledge, except with respect to 3
Mortgage Loans representing approximately 0.2% of the Mortgage Loans by
aggregate Stated Principal Balance, 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 portion of the principal balance thereof that exceeds the
amount equal to 75% of the Appraised Value of the related Mortgaged
Property. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is entitled
to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each Rating
Agency;
(vi) No more than 0.7% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more than
0.8% of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in any one zip
code area outside California;
(vii) If the improvements securing a Mortgage Loan are in a federally
designated special flood hazard area, flood insurance in the amount
required under the Program Guide covers the related Mortgaged Property
(either by coverage under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest (other than rights to servicing and related compensation) and such
assignment validly transfers ownership of the Mortgage Loans to the Trustee
free and clear of any pledge, lien, encumbrance or security interest;
(ix) Approximately 55.4% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under a reduced
loan documentation program, including approximately 21.9% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off Date which
were underwritten under a no-stated income program, and approximately 1.8%
of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date which were underwritten under a no income/no asset program;
(x) Except with respect to approximately 27.5% of the Mortgage Loans
by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor
represented in its loan application with respect to the related Mortgage
Loan that the Mortgaged Property would be owner-occupied;
(xi) None of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing of
each Mortgage Loan and is valid and binding and remains in full force and
effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan, the
Cooperative Stock that is pledged as security for the Mortgage Loan is held
by a person as a tenant-stockholder (as defined in Section 216 of the Code)
in a cooperative housing corporation (as defined in Section 216 of the
Code);
(xv) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;
(xvi) None of the Mortgage Loans contain in the related Mortgage File
a Destroyed Mortgage Note;
(xvii) Not more than 2.1% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date will have been made to
International Borrowers, and no such Mortgagor is a member of a foreign
diplomatic mission with diplomatic rank;
(xviii) No Mortgage Loan provides for payments that are subject to
reduction by withholding taxes levied by any foreign (non-United States)
sovereign government;
(xix) No Mortgage Loan is a Cooperative Loan; and
(xx) 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) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
4
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related Insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the Trust Fund to fail to qualify as a REMIC
under the Code. The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in connection
with the offering of pass-through certificates evidencing interests in one or
more of the Certificates providing for the payment by the Master Servicer of
amounts received by the Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans,
which payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
and provided, further, that no such modification shall reduce the interest rate
on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
Maturity Date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate
on the Mortgage Loans, including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21;
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a); and
(vii) Any amounts realized by MLCC and received by the Master Servicer
in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized without any right
of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(a),
3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of
amounts in respect of which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously
retained by such Subservicer) out of each payment received by the Master
Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of any
such payment as to interest (but not in excess of the Servicing Fee and
the Subservicing Fee, if not previously retained) which, when deducted,
will result in the remaining amount of such interest being interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule of the
related Mortgage Loan as the principal balance thereof at the beginning of
the period respecting which such interest was paid after giving effect to
any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding,
the Company or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased or otherwise transferred pursuant to Section 2.02, 2.03,
2.04, 4.07 or 9.01, all amounts received thereon and not required to be
distributed to the Certificateholders as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c), 6.03,
10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that was
not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that
the Master Servicer determines to be a Nonrecoverable Advance by withdrawal
from the Custodial Account of amounts on deposit therein attributable to
the Mortgage Loans on any Certificate Account Deposit Date succeeding the
date of such determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit Date shall
be limited to an amount not exceeding the portion of such advance
previously paid to Certificateholders (and not theretofore reimbursed to
the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-curren 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 pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket
fire insurance policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under
this Section 3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably likely
that any Mortgagor will bring, or if any Mortgagor does bring, legal action
to declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master Servicer shall not
be required to enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause the Trust Fund to fail to qualify as a REMIC
under the Code or (subject to Section 10.01(f)), result in the imposition of any
tax on "prohibited transactions" or (ii) constitute "contributions" after the
start-up date under the REMIC
Provisions. The Master Servicer shall execute and deliver such documents only if
it reasonably determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid balance
and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii)
any required consents of insurers under any Required Insurance Policies have
been obtained and (iii) subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will continue to be secured by
a first mortgage lien pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage under any Required Insurance
Policies, (C) the Mortgage Loan will fully amortize over the remaining term
thereof, (D) no material term of the Mortgage Loan (including the interest rate
on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the Mortgaged Property is to be
released from liability on the Mortgage Loan, such release will not (based on
the Master Servicer's or Subservicer's good faith determination) adversely
affect the collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Master Servicer or such related Subservicer for entering into an assumption
or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that the Trust Fund would not fail to continue to
qualify as a REMIC under the Code as a result thereof and (subject to Section
10.01(f)) that no tax on "prohibited transactions" or "contributions" after the
startup day would be imposed on the REMIC as a result thereof. Any fee collected
by the Master Servicer or the related Subservicer for processing such a request
will be retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement,
the Trustee and Master Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan, provided the obligee
with respect to such Mortgage Loan following such proposed assignment provides
the Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit O, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
at least 0.25 percent below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid principal balance
of and accrued interest on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. In addition to the foregoing, the Master Servicer
shall use its best reasonable efforts to realize upon any Additional Collateral
for such of the Additional Collateral Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07; provided that the Master Servicer
shall not, on behalf of the Trustee, obtain title to any such Additional
Collateral as a result of or in lieu of the disposition thereof or otherwise;
and provided further that (i) the Master Servicer shall not proceed with respect
to such Additional Collateral in any manner that would impair the ability to
recover against the related Mortgaged Property, and (ii) the Master Servicer
shall proceed with any REO Acquisition in a manner that preserves the ability to
apply the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related guarantor in
accordance with procedures that the Master Servicer would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and to the terms and conditions of any
security agreement, guarantee agreement, mortgage or other agreement governing
the disposition of the proceeds of such Additional Collateral) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any other payment received by the Master Servicer in respect of such
Additional Collateral shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10. Concurrently with the foregoing, the Master
Servicer may pursue any remedies that may be available in connection with a
breach of a representation and warranty with respect to any such Mortgage Loan
in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a breach of a
representation and warranty if the Master Servicer determines in its reasonable
discretion that one such remedy is more likely to result in a greater recovery
as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of all Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries referred to in
the definition of "Cash Liquidation" or "RE Disposition," as applicable, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may be, the related Mortgage
Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this Agreement, in the
Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or
REO Property as to either of the following provisions, (i) a Cash Liquidation or
REO Disposition may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or any other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid
or otherwise in connection with a default or imminent default on a Mortgage
Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its acquisition by
the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter
period as may be necessary under applicable state (including any state in which
such property is located) law to maintain the status of the Trust Fund as a
REMIC under applicable state law and avoid taxes resulting from such property
failing to be foreclosure property under applicable state law) or, at the
expense of the Trust Fund, request, more than 60 days before the day on which
such grace period would otherwise expire, an extension of such grace period
unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the
effect that the holding by the Trust Fund of such REO Property subsequent to
such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause the Trust Fund to
fail to qualify as a REMIC (for federal (or any applicable State or local)
income tax purposes) at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust
Fund to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that if
any such Class of Certificates to which such Realized Loss was allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons
who were the Holders of such Class of Certificates when it was retired); fourth,
to all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors 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 successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at 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 Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan
5
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than any Subclass of the Class A-V Certificates),
shall be based on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder or (B) with respect to
any Subclass of the Class A-V Certificates, shall be equal to the amount (if
any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each case to the extent of
the Available Distribution Amount:
(i) to the Senior Certificates (other than the Class A-P
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; 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)
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:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of any
Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan) which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed to
have been so repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of
any shortfall deposited in the Custodial Account in connection
with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period
(other 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), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled collections, with
respect to 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)) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the related
Discount Fraction of such Stated Principal Balance, with respect to
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 (in each case other
than the portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full
and Curtailments received in the related Prepayment Period (other than the
related Discount Fraction of such Principal Prepayments in Full and
Curtailments, with respect to 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 Class
M Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal
to (x) the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below, minus (y) the
amount of any Class A-P Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Senior Certificates, in the priority set forth in
Section 4.02(b), the portion, if any, of the Available Distribution Amount
remaining after the foregoing distributions, applied to reduce the
Certificate Principal Balances of such 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 Class M Certificates then outstanding beginning with such
Class with the lowest numerical designation, 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 Class M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M Certificates;
and thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class M
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each such
Class of Class B Certificates; and
(xvii) to the Class R Certificates, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the 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 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 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;
(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, Class M and Class B Certificates, in each case as
described herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated (with the amounts
to be distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section 11.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed 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
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or " indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is
less than the full amount that would be distributable to such Holders if there
were sufficient funds available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates and 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
Subservicers, the number and aggregate principal balances of Mortgage Loans that
are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the
number and aggregate principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance and book value of any
REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if any,
for each Class of Certificates, after giving effect to the distribution made on
such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as
of the close of business on such Distribution Date and a description of any
change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution Date and
the Pass-Through Rate with respect to the Class A-V Certificates and each
Subclass, if any, thereof;
(xiii) the Class A-V Notional Amount and each Subclass Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such Distribution Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or warranty;
(xix) the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution Date;
(xx) the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date; and
(xxi) if any of the Class M Certificates are held by a Depository, a legend
substantially in the form of Exhibit J-3 hereto, referencing such Certificates.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Certificate, other than a Class R Certificate, a
statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement to the
Trustee, any Paying Agent and the Company (the information in such statement to
be made available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount; and (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The determination by the
Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if 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 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),
Class M and Class B Certificates, on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon for such Distribution Date (without regard
to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made 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.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Notwithstanding anything to the contrary in this Section 4.07, unless the
Master Servicer shall have exercised its right to repurchase a Mortgage Loan
pursuant to this Section 4.07 upon the written request of and with funds
provided by the Junior Certificateholder and thereupon transferred such Mortgage
Loan to the Junior Certificateholder,
(i) the Master Servicer shall continue to service such Mortgage Loan after
the date of its purchase in accordance with the terms of this Agreement and, if
any Realized Loss with respect to such Mortgage Loan occurs, allocate such
Realized Loss to the Class or Classes of Certificates that would have borne such
Realized Loss in accordance with the terms hereof as if such Mortgage Loan had
not been so purchased; and
(ii) For purposes of this Agreement, a payment of the Purchase Price by the
Master Servicer pursuant to this Section 4.07 will be viewed as an advance, and
the amount of any Realized Loss shall be recoverable pursuant to the provisions
for the recovery of unreimbursed Advances under Section 4.02(a) or, to the
extent not recoverable under such provisions, as a Nonrecoverable Advance as set
forth herein.
If, however, the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, Sections 4.07(a)
and (b) above shall no longer apply and no Realized Loss with respect to such
Mortgage Loan shall be allocated to any Class of Certificates. The Master
Servicer shall notify the Trustee in writing of any such repurchase.
Section 4.08. Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of a
Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
6
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class R
and Class A-V Certificates, shall be issuable in minimum dollar denominations of
$25,000 (or $250,000 in the case of the Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates) and integral multiples of $1 (or $1,000 in the
case of the Class A-P Certificates and Class B Certificates) in excess thereof,
except that one Certificate of each of the Class A-P, Class B-1, Class B-2 and
Class B-3 Certificates may be issued in a denomination equal to the denomination
set forth as follows for such Class or the sum of such denomination and an
integral multiple of $1,000:
Class A-P $ 25,858.97
Class B-1 $313,900.00
Class B-2 $261,600.00
Class B-3 $261,601.59
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%. Each Subclass of
Class A-V Certificates shall be issuable as a single certificate as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates (other than the Class A-P Certificates and
Class A-V Certificates) and the Class M Certificates shall initially be issued
as one or more Certificates registered in the name of the Depository or its
nominee and, except as provided below, registration of such Certificates may not
be transferred by the Trustee except to another Depository that agrees to hold
such Certificates for the respective Certificate Owners with Ownership Interests
therein. The Class A Certificateholders and the Class M Certificateholders shall
hold their respective Ownership Interests in and to each of the Class A
Certificates (other than the Class A-P Certificates and Class A-V Certificates)
and the Class M Certificates through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated REMIC Regular Interests corresponding to the
Class A-V Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-V-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated REMIC
Regular Interest or Interests specified in writing by such initial Holder to the
Trustee. The Trustee may conclusively, without any independent verification,
rely on, and shall be protected in relying on, Residential Funding's
determinations of the Uncertificated REMIC Regular Interests corresponding to
any Subclass, the initial Class A-V Subclass Notional Amount and the initial
Pass-Through Rate on a Subclass as set forth in such Request for Exchange and
the Trustee shall have no duty to determine if any Uncertificated REMIC Regular
Interest designated on a Request for Exchange corresponds to a Subclass which
has previously been issued. Each Subclass so issued shall be substantially in
the form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for exchange by the initial Holder shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer attached to such Certificate and shall be
completed to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the initial Holder thereof or his attorney duly authorized in
writing. The Certificates of any Subclass of Class A-V Certificates may be
transferred in whole, but not in part, in accordance with the provisions of
Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer (except that, if such
transfer is made by the Company or the Master Servicer or any Affiliate thereof,
the Company or the Master Servicer shall provide such Opinion of Counsel at
their own expense); provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to the Company or an Affiliate of the Company and (B)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit J-1 hereto, and the Trustee shall require
the transferor to execute a representation letter, substantially in the form of
Exhibit K hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer; provided, however, that such
representation letters will not be required in connection with any transfer of
any such Certificate by the Company or any Affiliate thereof to the Company or
an Affiliate of the Company, and the Trustee shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) (i) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (A) the
Trustee shall require an Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase or holding of such
Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Code (or comparable provisions of any subsequent enactments),
and will not subject the Trustee, the Company or the Master Servicer
to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be
an expense of the Trustee, the Company or the Master Servicer or (B)
the prospective Transferee shall be required to provide the Trustee,
the Company and the Master Servicer with a certification to the
effect set forth in paragraph six of Exhibit J-1 (with respect to
any Class B Certificate), Exhibit J-2 (with respect to any Class M
Certificate) or paragraph fourteen of Exhibit I-1 (with respect to
any Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as
the Trustee may deem desirable or necessary in order to establish
that such Transferee or the Person in whose name such registration
is requested either (a) is not an employee benefit plan or other
plan subject to the prohibited transaction provisions of ERISA or
Section 4975 of the Code, or any Person (including an investment
manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Class M
Certificate or Class B Certificate, the following conditions are
satisfied: (i) such Transferee is an insurance company, (ii) the
source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (iii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied (each entity
that satisfies this clause (b), a " Complying Insurance Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel or
certification will not be required with respect to the transfer of
any Class M Certificate to a Depository, or for any subsequent
transfer of any interest in a Class M Certificate for so long as
such Certificate is a Book-Entry Certificate (each such Class M
Certificate, a "Book-Entry Class M Certificate"). Any Transferee of
a Book-Entry Class M Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan
Investor or (b) such Transferee is a Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest therein) is
acquired or held in violation of the provisions of Section (ii)
above, then the last preceding Transferee that either (i) is not a
Plan Investor or (ii) is a Complying Insurance Company shall be
restored, to the extent permitted by law, to all rights and
obligations as Certificate Owner thereof retroactive to the date of
such Transfer of such Class M Certificate. The Trustee shall be
under no liability to any Person for making any payments due on such
Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Book-Entry Class M Certificate (or interest therein) was effected in violation
of the restrictions in this Section 5.02(e) shall indemnify and hold harmless
the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust
Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class R
Certificate until its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form attached hereto as
Exhibit I-1) from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and warranting,
among other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R Certificate that
is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be
bound by them, and (II) a certificate, in the form attached hereto
as Exhibit I-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not
to transfer its Ownership Interest unless it provides a certificate to
the Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is,
or is holding an Ownership Interest in a Class R Certificate on
behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5)
of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of
such Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder under
the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to the
holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Master Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person who
is a Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of any Class of the 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), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a
REMIC and will not cause (x) the Trust Fund to be subject to an
entity-level tax caused by the Transfer of any Class R Certificate
to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of " Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the
event of any such appointment, on or prior to each Distribution Date the
Master Servicer on behalf of the Trustee shall deposit or cause to be
deposited with the Paying Agent a sum sufficient to make the payments to
the Certificateholders in the amounts and in the manner provided for in
Section 4.02, such sum to be held in trust for the benefit of the
Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such Certificates
at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
7
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the 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 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.
8
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of any Class evidencing, in the case of any such
Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
or appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
9
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Company or the Master Servicer and which
on their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written notice
of such failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to sign
as determined by the Master Servicer pursuant to applicable federal, state
or local tax laws, provided that the Master Servicer shall indemnify the
Trustee for signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on 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 Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Company fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense
of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Company,
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices located at Four Albany Street, New
York, New York, 10006, for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than such unpaid
principal balance (net of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of the month
in which such repurchase price is distributed, provided, however, that in
no event shall the trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Joseph
P.
Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof and provided further that the purchase price
set forth above shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a result
of the exercise by the Company of its right to purchase the assets of the Trust
Fund, the Company shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final payment
of the Certificates is anticipated to be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, and in the case of the 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 price specified in clause (ii) of
subsection (a) of this Section) over the total amount distributed under the
immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
(i) result in the imposition on the Trust of taxes on "prohibited transactions,"
as described in Section 860F of the Code, or (ii) cause the Trust Fund to fail
to qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period
for the Trust Fund and specify the first day of such period in a statement
attached to the Trust Fund's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer also shall satisfy all of
the requirements of a qualified liquidation for the Trust Fund under
Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the commencement
of such 90-day liquidation period and, at or prior to the time of making of
the final payment on the Certificates, the Trustee shall sell or otherwise
dispose of all of the remaining assets of the Trust Fund in accordance with
the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its right
to purchase the assets of the Trust Fund, the Master Servicer shall,
during the 90-day liquidation period and at or prior to the Final
Distribution Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after
the commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer or the Company shall not purchase
any of the assets of the Trust Fund prior to the close of that calendar
quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt
a plan of complete liquidation for the Trust Fund at the expense of the
Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A (other than the Class A-V Certificates),
Class M and Class B Certificates and the Uncertificated REMIC Regular Interests
shall be designated as the "regular interests" and the Class R Certificates
shall be designated as the sole class of "residual interests" in the REMIC. The
REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the REMIC other
than the Certificates and the Uncertificated REMIC Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate representing a
0.01% Percentage Interest of the Class R Certificates and shall be designated as
"the tax matters person" with respect to the REMIC in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. Residential Funding, as tax matters person, shall (i) act on
behalf of the REMIC in relation to any tax matter or controversy involving the
Trust Fund and (ii) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding and any
liability resulting therefrom shall be expenses of the Trust Fund and the REMIC
Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its duties as
REMIC Administrator and shall be paid reasonable compensation not to exceed
$3,000 per year by any successor Master Servicer hereunder for so acting as the
REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class
R Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such actions
and shall cause the REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent 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 the Trust Fund to take) any
action reasonably within their respective control that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon
the REMIC (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) (either such event, in the
absence of an Opinion of Counsel or the indemnification referred to in this
sentence, an "Adverse REMIC Event") unless the Master Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense
of the party seeking to take such action or, if such party fails to pay such
expense, and the Master Servicer or the REMIC Administrator, as applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the REMIC created
hereunder, endanger such status or, unless the Master Servicer, the REMIC
Administrator or both, as applicable, determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax, result in the
imposition of such a tax. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and that all other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the REMIC or its assets, or causing the REMIC to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the REMIC, and the Trustee shall not take
any such action or cause the REMIC to take any such action as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may
be required by the Code, the Master Servicer will to the extent within its
control and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of the REMIC as "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article 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.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to the REMIC unless (subject to Section
10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the REMIC will not cause the REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or subject the REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates (other than the Class A-V
Certificates) representing a regular interest in the REMIC would be reduced to
zero is June 25, 2014, which is the Distribution Date immediately following the
latest scheduled maturity of any Mortgage Loan. The latest possible Maturity
Date for each Uncertificated REMIC Regular Interest is June 25, 2014, which is
the Distribution Date immediately following the latest scheduled maturity date
of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of
the REMIC pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
12
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which
may be inconsistent with any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates below the
lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f)
or any other provision hereof restricting transfer of the Class R
Certificates, by virtue of their being the "residual interests" in the
REMIC, provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such
effect, and (B) such change shall not (subject to Section 10.01(f)), as
evidenced by an Opinion of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions), cause the REMIC or any of
the Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee,
(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 the holders of any Class of Certificates.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Company, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any such
case without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(d) Promptly after the execution of any amendment to this Agreement
pursuant to this Section 11.01 the Trustee shall furnish written notification of
the substance of such amendment to the Custodian. Promptly after the execution
of any amendment pursuant to this Section 11.01 the Trustee shall furnish
written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under Section 11.01(b) 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
Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the Company elects to provide such
coverage in the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the case of the
Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Master Servicer or such other address as may be hereafter
furnished to the Company and the Trustee by the Master Servicer in writing, (c)
in the case of the Trustee, Corporate Trust Services Division, 3 Park Plaza,
Irvine, California 92614, Attention: Residential Accredit Loans, Inc. Series
1999-QS8 or such other address as may hereafter be furnished to the Company and
the Master Servicer in writing by the Trustee, (d) in the case of DCR, 55 E.
Monroe, Suite 3500, Chicago, Illinois 60603, or such other address as may
hereafter be furnished to the Company, the Trustee and the Master Servicer in
writing by DCR and (e) in the case of Standard & Poor's, 25 Broadway, New York,
New York 10004 or such other address as may be hereafter furnished to the
Company, the Trustee and the Master Servicer by Standard & Poor's. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such holder as shown in the
Certificate Register.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions
for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
13
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy Pillar
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy Pillar
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1999 before me, a notary public in and for
said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Accredit Loans, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1999 before me, a notary public in and for said
State, personally appeared Timothy Pillar, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal the day and year in this certificate first
above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 29th day of June, 1999 before me, a notary public in and for said
State, personally appeared , known to me to be a Vice President of Bankers Trust
Company, the New York banking corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of said 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]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE, CLASS A-P CERTIFICATE AND CLASS A-V CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JUNE 29, 1999. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT [100]% OF THE PREPAYMENT ASSUMPTION (AS DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL
TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE
THAN $ [ ] OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL
BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $ PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT],
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT
ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
<TABLE>
<CAPTION>
<S> <C>
Certificate No. [ %][Variable] Pass-Through Rate [based on a Notional Amount]
Class A- Senior [Percentage Interest: %]
Date of Pooling and Servicing
Agreement and Cut-off Date: Aggregate Initial [Certificate Principal Balance]
[Class A-V Notional Amount]
[Subclass Notional Amount] of the Class A- Certificates:
[Initial] [Certificate Principal
First Distribution Date: Balance] [[Class A-V] [Subclass]
July 26, 1999 Notional Amount] of this Certificate: $ ]
--------------------------
Master Servicer: CUSIP 76110F-
Residential Funding
Corporation
Assumed Final
Distribution Date:
June 25, 2014
</TABLE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-QS8
evidencing a percentage interest in the distributions allocable to the
Class A- Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that [ ] is the registered owner of the Percentage Interest
evidenced by this Certificate [(obtained by dividing the [Initial Certificate
Principal Balance] [Initial Class A-V Notional Amount] of this Certificate by
the aggregate [Initial Certificate Principal Balance of all Class A-
Certificates] [Initial Class A-V Notional Amounts of all Class A-V
Certificates], both as specified above in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Accredit Loans, Inc. (hereinafter called
the "Company," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of interest and principal, if
any)] required to be distributed to Holders of Class A- Certificates on such
Distribution Date. [The Class A-V Notional Amount of the Class A-V Certificates
as of any date of determination is equal to the aggregate Stated Principal
Balance of the Mortgage Loans corresponding to the Uncertificated REMIC Regular
Interests represented by such Class A-V Certificates.] [The Subclass Notional
Amount of the Class A-V- Certificates as of any date of determination is equal
to the aggregate Stated Principal Balance of the Mortgage Loans corresponding to
the Uncertificated REMIC Regular Interests represented by such Class A-V-
Certificates immediately prior to such date.] [The Class A-V[- ] Certificates
have no Certificate Principal Balance.]
Distributions on this Certificate will
be made either by the Master Servicer acting on behalf of the Trustee or by a
Paying Agent appointed by the Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person entitled thereto if such
Person shall have so notified the Master Servicer or such Paying Agent, or by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate
Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The [Initial
Certificate Principal Balance] [Initial Class A-V Notional Amount] [initial
Subclass Notional Amount] of this Certificate is set forth above.] [The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly
authorized issue of Certificates issued in several Classes designated as
Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement,
withdrawals from the Custodial Account and/or the Certificate Account created
for the benefit of Certificateholders may be made by the Master Servicer from
time to time for purposes other than distributions to Certificateholders, such
purposes including without limitation reimbursement to the Company and the
Master Servicer of advances made, or certain expenses incurred, by either of
them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the Agreement and the modification
of the rights and obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies appointed by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any
such registration of transfer or exchange, but the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Master Servicer, the
Trustee and the Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Master Servicer, the Trustee nor any such agent shall
be affected by notice to the contrary.
This Certificate shall be governed by
and construed in accordance with the laws of the State of New York.
The obligations created by the
Agreement in respect of the Certificates and the Trust Fund created thereby
shall terminate upon the payment to Certificateholders of all amounts held by or
on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other liquidation of the
last Mortgage Loan subject thereto or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan and (ii) the purchase by the Master Servicer or the Company
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of
authentication hereon has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A- Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto [ ] Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to [ ] for the account of account number , or, if mailed by
check, to Applicable statements should be mailed to .
This information is provided by [ ] , the assignee named above, or [ ] , as
its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JUNE 29, 1999. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT ASSUMPTION (AS DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE
THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD
IS NO MORE THAN $ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH
RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE
AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION
LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY
OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF
ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY
CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT
(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED
BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE
(B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE
SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON
THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
Certificate No. [ ]% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class M Certificates:
Agreement and Cut-off Date: $
June 1, 1999
Initial Certificate Principal
First Distribution Date: Balance of this Certificate:
July 26, 1999 $
Master Servicer: CUSIP: 76110F-
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2014
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1999-QS8
evidencing a percentage interest in any distributions allocable to the
Class M- [ ] Certificates with respect to the Trust Fund consisting primarily of
a pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Certificate
Principal Balance of this Certificate by the aggregate Certificate Principal
Balance of all Class M- Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Accredit Loans, Inc.
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Class M Certificate will be
made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
B-2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto [ ] (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to [ ] for the account of [ ] account number [ ], or, if mailed
by check, to [ ]. Applicable statements should be mailed to [ ].
This information is provided by [ ], the assignee named above, or [ ] , as
its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JUNE 29, 1999. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 100% OF THE PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $ OF OID PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE
Certificate No. [ ]% Pass-Through Rate
Class B- Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class B-
Agreement and Cut-off Date: Certificates as of
June 1, 1999 the Cut-off Date:
$
First Distribution Date:
July 26, 1999 Initial Certificate Principal
Balance of this Certificate:
Master Servicer: $
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2014
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1999-QS8
evidencing a percentage interest in any distributions allocable to the
Class B- [ ] Certificates with respect to the Trust Fund consisting primarily of
a pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that Residential Accredit Loans, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B- Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans ), formed and sold by
Residential Accredit Loans, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
C-2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto [ ] (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to [ ] for the account of [ ] account number [ ], or, if mailed
by check, to [ ]. Applicable statements should be mailed to .
This information is provided by [ ] , the assignee named above, or [ ] , as
its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. [ ]% Pass-Through Rate
Class R Senior Aggregate Initial Certificate
Principal Balance of the
Date of Pooling and Servicing Class R Certificates:
Agreement and Cut-off Date: $100.00
June 1, 1999
Initial Certificate Principal
First Distribution Date: Balance of this Certificate:
July 26, 1999 $
Master Servicer: Percentage Interest:
Residential Funding Corporation %
Assumed Final Distribution Date: CUSIP 76110F-
June 25, 2014
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1999-QS8
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Accredit Loans, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and Bankers Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
D-2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto [ ] (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to [ ]for the account of [ ] account number [ ], or, if mailed
by check, to Applicable statements should be mailed to[ ].
This information is provided by [ ], the assignee named above, or [ ] , as
its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of June 1, 1999, by and among BANKERS TRUST
COMPANY, as Trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL ACCREDIT LOANS, INC. (together with
any successor in interest, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with any successor in interest or successor under the
Pooling Agreement referred to below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement dated as of June 1, 1999,
relating to the issuance of Residential Accredit Loans, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 1999-QS8 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review each Mortgage
File and to deliver to the Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all documents required to be delivered
pursuant to Section 2.01(b) of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. For purposes of such review, the Custodian shall
compare the following information in each Mortgage File to the corresponding
information in the Mortgage Loan Schedule: (i) the loan number, (ii) the
borrower name, (iii) the borrower address (including city and state) and (iv)
the original principal balance. In the event that any Mortgage Note or
Assignment of Mortgage has been delivered to the Custodian by the Company in
blank, the Custodian, upon the direction of the Company, shall cause each such
Mortgage Note to be endorsed to the Trustee and each such Assignment of Mortgage
to be completed in the name of the Trustee prior to the date on which such
Interim Certification is delivered to the Trustee. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of the
Certificateholders, to review each such document, and to deliver to the Trustee
either (i) an updated Schedule A to the Interim Certification or (ii) a Final
Certification as set forth in subsection (c) below. The Custodian shall be under
no duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that (i)
the Master Servicer or a Subservicer, as the case may be, has made a deposit
into the Certificate Account in payment for the purchase of the related Mortgage
Loan in an amount equal to the Purchase Price for such Mortgage Loan or (ii) the
Company has chosen to substitute a Qualified Substitute Mortgage Loan for such
Mortgage Loan, the Custodian shall release to the Master Servicer the related
Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans required to be delivered pursuant to
Section 2.01(b) of the Pooling Agreement not then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or by a Seller in a Seller's Agreement or by Residential Funding or the Company
in the Assignment Agreement with respect to a Mortgage Loan relating to a
Mortgage File, the Custodian shall give prompt written notice to the Company,
the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by delivering to the Custodian a Request for Release in the form
of Exhibit H to the Pooling Agreement. The Custodian agrees, upon receipt of
such Request for Release, promptly to release to the Master Servicer the related
Mortgage File. The Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents constituting
the Mortgage File with respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File to the Master Servicer. The Master Servicer shall
cause each Mortgage File so released to be returned to the Custodian when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
any document therein has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian an updated Request for Release signed by 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. Immediately upon receipt of any Mortgage File returned to the
Custodian by the Master Servicer, the Custodian shall return a signed
acknowledgement to the Master Servicer, confirming receipt of such Mortgage
File.
Upon the request of the Master Servicer, the Custodian will send to
the Master Servicer copies of any documents contained in the Mortgage File so
requested.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reason of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: BANKERS TRUST COMPANY,
as Trustee
3 Park Plaza
Irvine, California 92614
Attn: Residential Accredit Loans, Inc.
Series 1999-QS8
By:
Name:
Title:
Address: RESIDENTIAL ACCREDIT LOANS, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Randy Van Zee
Title: Vice President
Address: RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name: Timothy Pillar
Title: Director
Address: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
1015 Tenth Avenue S.E.
Minneapolis, Minnesota 55414
By:
Name: Leigh Taylor
Title: Trust Officer
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 29th day of June 1999, before me, a notary public in and for
said State, personally appeared _______________________, known to me to be a
____________________ of Bankers Trust Company, the New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June 1999, before me, a notary public in and for
said State, personally appeared Leigh Taylor, known to me to be a Trust Officer
of Norwest Bank Minnesota, National Association, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to
me that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 29th day of June 1999, before me, a notary public in and for
said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Accredit Loans, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 29th day of June 1999, before me, a notary public in and for
said State, personally appeared Timothy Pillar, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
______________, 199_
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1999-QS8
Re: Custodial Agreement dated as of June 1, 1999, by and among Bankers Trust
Company, Residential Accredit Loans, Inc., Residential Funding Corporation
and Norwest Bank Minnesota, National Association, relating to Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
______________, 199_
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1999-QS8
Re: Custodial Agreement dated as of June 1, 1999, by and among Bankers Trust,
Residential Accredit Loans, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association, relating to Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
______________, 199_
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1999-QS8
Re: Custodial Agreement dated as of June 1, 1999, by and among Bankers Trust
Company, Residential Accredit Loans, Inc., Residential Funding Corporation
and Norwest Bank Minnesota, National Association, relating to Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee or an original lost note
affidavit from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated thereon or
a copy of the Mortgage certified by the public recording office in which such
mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with evidence
of recording indicated thereon or a copy of such assignment certified by the
public recording office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative Loan, the
original recorded assignment or assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the Mortgage certified by
the public recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan agreement certified by the
public recording office in which such document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from the related Seller
or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan, together with
an undated stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured party,
each with evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer as
debtor, the Company as secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and the Trustee as
secured party, each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 06/29/99 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.34.55 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RALI 1999-QS8 CUTOFF : 06/01/99
POOL : 0004381
:
:
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 #
______________________________________________________________________________
1606888 140/K05 F 45,500.00 ZZ
180 42,889.30 2
3217-19 38TH STREET 8.875 458.11 70
8.625 458.11 65,000.00
METAIRIE LA 70001 1 10/03/97 00
0430433540 05 11/01/97 0
436302 N 10/01/12
0
1634220 070/070 F 315,000.00 T
180 295,593.23 1
16N229 WEST SHORE DRIVE 8.000 3,010.30 75
7.750 3,010.30 420,000.00
CROSSLAKE MN 56442 1 09/12/97 00
1777202 05 11/01/97 0
1777202 O 10/01/12
0
1634481 387/600 F 30,800.00 ZZ
180 28,801.22 1
141 VALLEY VIEW DRIVE #1304 8.625 305.57 70
8.375 305.57 44,000.00
LEWISVILLE TX 75067 5 07/07/97 00
306110484 01 09/01/97 0
0001149095 N 08/01/12
0
1643792 573/K05 F 33,250.00 ZZ
180 31,159.85 1
1405 VEGAS VALLEY #358 7.750 312.98 70
7.500 312.98 47,500.00
LAS VEGAS NV 89109 2 09/29/97 00
0430441865 01 11/01/97 0
1
118856 N 10/01/12
0
1647165 H17/K05 F 75,000.00 ZZ
180 70,788.62 1
5501 SW 7 STREET 8.750 749.59 71
8.500 749.59 107,000.00
MIAMI FL 33134 5 10/31/97 00
0430494732 05 01/01/98 0
700705C O 12/01/12
0
1647739 757/757 F 63,000.00 ZZ
180 59,250.16 1
1806 STUYVESANT STREET 7.750 593.01 78
7.500 593.01 81,000.00
SAVANNAH GA 31401 2 10/17/97 00
7811532 05 12/01/97 0
3209517 N 11/01/12
0
1654545 623/623 F 134,000.00 ZZ
180 126,076.89 1
6152 MARSH ROAD 8.000 1,280.57 75
7.750 1,280.57 180,000.00
MARINE CITY MI 48039 2 10/03/97 00
942044 05 12/01/97 0
942044 O 11/01/12
0
1657693 A38/K05 F 52,350.00 ZZ
180 49,496.15 1
7149 AVENUE P 8.125 504.07 42
7.875 504.07 127,500.00
SANTA FE TX 77510 5 11/24/97 00
0430525709 05 01/01/98 0
2410376 O 12/01/12
0
1660668 076/076 F 61,000.00 ZZ
180 57,583.82 2
1308 SW 9TH STREET 8.500 600.69 63
8.250 600.69 97,000.00
FT LAUDERDALE FL 33312 5 10/10/97 00
7111741 05 12/01/97 0
7111741 N 11/01/12
0
1
1665990 387/526 F 150,000.00 ZZ
180 140,380.92 1
27061 VIA CALLADO 7.500 1,390.52 72
7.250 1,390.52 210,000.00
MISSION VIEJO CA 92691 1 09/05/97 00
6273998 03 11/01/97 0
1198324 O 10/01/12
0
1665993 387/600 F 54,800.00 ZZ
180 37,226.93 1
205 HARDWOOD TRAIL 7.625 511.90 79
7.375 511.90 70,000.00
MESQUITE TX 75150 1 09/26/97 00
306113264 05 11/01/97 0
1244003 O 10/01/12
0
1668442 129/K05 F 91,800.00 ZZ
180 87,605.51 1
19 WIDGET STREET 8.750 917.49 90
UNIT #301 8.500 917.49 102,000.00
BOSTON MA 02114 1 02/03/98 11
0430645416 08 03/01/98 25
UNKNOWN N 02/01/13
0
1687688 686/686 F 93,750.00 ZZ
180 88,942.29 1
2222 MARQUETTE AVENUE 7.350 861.11 75
7.100 861.11 125,000.00
POMONA CA 91766 5 01/09/98 00
818676934 05 03/01/98 0
818676934 O 02/01/13
0
1697475 G10/K05 F 28,000.00 ZZ
180 26,900.37 1
3284 WINDCHASE BLVD 8.875 281.92 70
8.625 281.92 40,000.00
HOUSTON TX 77082 1 03/18/98 00
0430740274 07 05/01/98 0
XB8029077 N 04/01/13
0
1708401 292/K05 F 100,800.00 ZZ
180 95,200.75 1
6412 SANDPIPER DRIVE 7.750 948.81 90
7.500 948.81 112,000.00
1
LITTLE ROCK AR 72205 1 02/23/98 12
0430680462 05 04/01/98 25
1306715 N 03/01/13
0
1711005 A46/K05 F 40,000.00 ZZ
180 37,835.58 1
14213 N 34TH WAY 7.875 379.38 44
7.625 379.38 91,000.00
PHOENIX AZ 85032 5 03/30/98 00
0430742536 05 05/01/98 0
1711005 O 04/01/13
0
1711693 976/976 F 63,900.00 ZZ
180 60,291.48 1
115 EAST MCLAUGHIN STREET 8.250 619.92 90
8.000 619.92 71,000.00
FAIRBORN OH 45324 2 01/12/98 21
5166443 05 02/01/98 25
5166443 N 01/01/13
0
1712969 E73/K05 F 77,000.00 ZZ
180 73,893.05 2
431 S 45TH STREET 7.625 719.29 65
7.375 719.29 120,000.00
PHILADELPHIA PA 19104 5 04/03/98 00
0430790907 05 06/01/98 0
2100020406 N 05/01/13
0
1722664 363/K05 F 210,000.00 ZZ
180 199,965.87 1
312 REGATTA LANE 6.500 1,829.33 68
6.250 1,829.33 311,000.00
AVON LAKE OH 44012 2 03/10/98 00
0430860783 05 05/01/98 0
4580005224 O 04/01/13
0
1723089 H37/K05 F 135,000.00 ZZ
180 130,293.96 1
1068 LONG BEACH BOULEVARD 8.375 1,319.53 90
UNIT B 8.125 1,319.53 150,000.00
LONG BEACH NJ 08008 1 05/09/98 14
0430831362 05 07/01/98 25
980450 N 06/01/13
0
1
1727276 369/K05 F 50,000.00 ZZ
180 47,797.81 1
2612 BAUER DRIVE 7.500 463.51 71
7.250 463.51 71,000.00
DENTON TX 76207 1 03/24/98 00
0430742296 05 05/01/98 0
61562633 O 04/01/13
0
1730290 J40/K05 F 40,500.00 ZZ
180 39,011.99 2
1021-1023 EAST 40TH STREET 7.750 381.22 90
7.500 381.22 45,000.00
SAVANNAH GA 31405 1 05/21/98 04
0430848887 05 07/01/98 25
7594631 O 06/01/13
0
1731604 229/K05 F 96,200.00 ZZ
180 92,665.59 1
11718 ROOSEVELT ROAD 7.750 905.51 90
7.500 905.51 106,900.00
FREDERICKSBURG VA 22407 1 05/21/98 04
0430917013 05 07/01/98 20
7969546 N 06/01/13
0
1733559 637/K05 F 38,000.00 T
180 36,234.87 1
FIRELANE 97 7.625 354.97 58
7.375 354.97 66,000.00
NAPLES ME 04055 2 03/26/98 00
0430777912 05 05/01/98 0
8653933 O 04/01/13
0
1737100 623/623 F 95,000.00 ZZ
180 89,868.86 1
29626 MARK 7.875 901.03 91
7.625 901.03 105,000.00
MADISON HEIGHTS MI 48071 1 03/16/98 10
985062 05 05/01/98 25
985062 N 04/01/13
0
1746022 134/K05 F 70,000.00 ZZ
180 67,233.65 1
1
1402 PARLIAMENT 7.875 663.92 80
7.625 663.92 87,500.00
BURKBURNETT TX 76354 2 04/23/98 00
0430825653 05 06/01/98 0
59281644 N 05/01/13
0
1747684 G41/K05 F 63,000.00 ZZ
180 60,662.30 1
15 PEPPERMINT LANE 8.625 625.01 70
8.375 625.01 90,000.00
WILLINGBORO NJ 08046 5 04/29/98 00
0430818302 05 06/01/98 0
62000865 N 05/01/13
0
1748325 L02/K06 F 54,000.00 ZZ
180 51,938.87 1
RR #1 BOX 202 8.125 519.96 90
7.875 519.96 60,000.00
INWOOD WV 25428 1 05/21/98 12
0430811901 05 07/01/98 30
980923 N 06/01/13
0
1755130 E84/K05 F 67,200.00 ZZ
180 64,470.74 2
517-19 INDIAN TRAIL 8.625 666.68 70
8.375 666.68 96,000.00
BELTON MO 64012 5 03/19/98 00
0430840793 05 05/01/98 0
25980098 O 04/01/13
0
1759071 K56/K05 F 160,000.00 ZZ
180 153,341.13 2
4071/4075 FORSYTHIA STREET 7.250 1,460.58 80
7.000 1,460.58 200,000.00
SPRINGFIELD OR 97478 2 04/20/98 00
0430849018 07 06/01/98 0
H00063 O 05/01/13
0
1764314 A17/K05 F 87,500.00 ZZ
180 84,077.45 1
206 GREENWOOD AVENUE 7.500 811.14 93
7.250 811.14 95,000.00
BELMONT NC 28012 2 06/17/98 01
0430903625 05 08/01/98 30
1
1980610NC O 07/01/13
0
1764566 822/K05 F 37,800.00 ZZ
180 36,425.73 1
5926 AUGUSTA STREET 7.875 358.51 90
7.625 358.51 42,000.00
PHILADELPHIA PA 19149 1 05/28/98 01
0430873968 07 07/01/98 20
3636001578 N 06/01/13
0
1765611 201/K05 F 40,000.00 ZZ
180 38,665.36 1
79 GRIFFIN ROAD 8.000 382.27 65
7.750 382.27 62,000.00
LOCUST GROVE GA 30248 5 06/19/98 00
0430891788 05 08/01/98 0
109240 N 07/01/13
0
1767639 229/G02 F 54,000.00 ZZ
180 52,458.92 1
9610 CONKLIN ROAD 8.500 531.76 90
8.250 531.76 60,000.00
CINCINNATI OH 45242 1 07/30/98 04
0431029859 05 09/01/98 25
0000 N 08/01/13
0
1772530 A58/K05 F 117,000.00 ZZ
180 113,625.09 1
420 BROOKS AVENUE 8.375 1,143.59 90
8.125 1,143.59 130,000.00
ROSEVILLE MN 55113 1 07/15/98 04
0430973073 05 09/01/98 12
291438 N 08/01/13
0
1784158 229/G02 F 122,800.00 ZZ
180 118,635.48 1
4947 MARY LANE 6.750 1,086.67 79
6.500 1,086.67 156,000.00
CHUBBUCK ID 83202 2 07/27/98 00
0431277888 05 09/01/98 0
16049272 O 08/01/13
0
1
1791969 180/G02 F 108,000.00 ZZ
180 105,430.62 1
1304 NORTH COOPER 8.125 1,039.91 90
7.875 1,039.91 120,000.00
COLORADO SPRING CO 80905 1 09/30/98 04
0431095892 05 11/01/98 20
0004844999 N 10/01/13
0
1792961 H81/G02 F 40,000.00 ZZ
180 38,954.03 2
2251-2253 MOUND STREET 8.250 388.06 49
8.000 388.06 82,000.00
MILWAUKEE WI 53207 2 09/04/98 00
0431023134 05 10/01/98 0
WH5049 N 09/01/13
0
1796116 003/G02 F 124,000.00 ZZ
180 120,687.55 1
1610 ELLINGTON ROAD 8.000 1,185.01 80
7.750 1,185.01 155,000.00
CONYERS GA 30013 1 08/26/98 00
0431110410 05 10/01/98 0
0010523660 N 09/01/13
0
1798159 375/G02 F 98,000.00 ZZ
180 94,619.87 1
103 NORTH EMERSON AVENUE 8.500 965.04 70
8.250 965.04 140,000.00
COPIAGUE NY 11726 2 06/01/98 00
0431026111 05 07/01/98 0
0047108956 N 06/01/13
0
1798161 375/G02 F 100,000.00 ZZ
180 94,837.32 1
104 GITTINGS AVENUE 7.375 919.93 61
7.125 919.93 164,900.00
BALTIMORE MD 21212 1 04/15/98 00
0431015387 05 06/01/98 0
737028 O 05/01/13
0
1798162 375/G02 F 118,000.00 ZZ
180 110,092.93 1
1510 WEST CLAY AVENUE 7.375 1,085.51 48
7.125 1,085.51 248,039.00
1
HOUSTON TX 77019 1 04/23/98 00
0431015304 07 06/01/98 0
7540498 O 05/01/13
0
1799766 375/G02 F 162,000.00 ZZ
180 156,752.63 1
5905 CASTLE RIDING COURT 7.000 1,456.11 74
6.750 1,456.11 220,000.00
ALEXANDRIA VA 22310 2 07/02/98 00
0431009372 05 09/01/98 0
0047242060 O 08/01/13
0
1799929 375/G02 F 33,375.00 ZZ
180 32,349.01 1
3404 19TH AVENUE #206 7.625 311.77 75
7.375 311.77 44,500.00
FOREST GROVE OR 97116 1 07/08/98 00
0431012830 01 09/01/98 0
0047276944 N 08/01/13
0
1800058 375/G02 F 65,600.00 ZZ
180 63,666.66 3
218 ELM STREET 8.125 631.66 80
7.875 631.66 82,000.00
STEELTON PA 17113 1 07/29/98 00
0431015296 05 09/01/98 0
0047250873 N 08/01/13
0
1801534 F44/G02 F 68,000.00 ZZ
180 66,183.54 1
2521 AKA 2519 SMITH STREET 8.000 649.84 35
7.750 649.84 195,000.00
SCOTCH PLAINS NJ 07076 5 08/31/98 00
0431023290 05 10/04/98 0
203945 O 09/04/13
0
1803938 229/G02 F 108,800.00 ZZ
180 106,252.63 1
5735 LANGHORN DRIVE 8.125 1,047.62 80
7.875 1,047.62 136,000.00
COLUMBUS OH 43235 1 10/01/98 00
0431297274 05 11/01/98 0
16236978 O 10/01/13
0
1
1808753 G15/G02 F 294,000.00 ZZ
180 287,328.19 1
316 SAYBROOK ROAD 7.250 2,683.82 75
7.000 2,683.82 396,000.00
ORANGE CT 06477 2 11/06/98 00
0431264167 05 01/01/99 0
40020950 O 12/01/13
0
1809518 526/526 F 40,950.00 ZZ
180 39,618.14 1
8909 W. IRVING STREET, #103 8.125 394.30 90
7.875 394.30 45,500.00
BOISE ID 83704 1 06/04/98 10
326126 01 08/01/98 25
326126 N 07/01/13
0
1820324 A33/G02 F 13,590.00 ZZ
180 13,467.44 1
618 DAVENPORT 7.625 126.95 80
7.375 126.95 16,995.00
SAGINAW MI 48602 1 02/12/99 00
0431251230 05 04/01/99 0
000 N 03/01/14
0
1820327 A33/G02 F 13,590.00 ZZ
180 13,467.44 1
612 DAVENPORT 7.625 126.95 80
7.375 126.95 16,995.00
SAGINAW MI 48602 1 02/12/99 00
0431251222 05 04/01/99 0
011058268 N 03/01/14
0
1823769 E26/G02 F 42,250.00 ZZ
180 38,063.45 1
285 TWISTING RD 7.000 379.76 36
6.750 379.76 120,000.00
LEXINGTON SC 29072 5 09/28/98 00
0431067719 05 12/01/98 0
247840937 O 11/01/13
0
1827189 B75/G02 F 50,400.00 ZZ
180 49,325.85 2
1
2277 AND 2287 EMPRESS STREET 7.625 470.80 70
7.375 470.80 72,000.00
SACRAMENTO CA 95815 5 10/06/98 00
0431099456 05 12/01/98 0
6102511 N 11/01/13
0
1828154 B75/G02 F 255,200.00 ZZ
180 245,626.47 1
309 CALLS VISTA 7.500 2,365.74 80
7.250 2,365.74 319,000.00
WALNUT CA 91789 1 05/22/98 00
0431101468 05 07/01/98 0
7610490 O 06/01/13
0
1828579 A26/G02 F 115,500.00 ZZ
180 113,397.49 2
95 WELSLEY STREET 8.125 1,112.13 70
7.875 1,112.13 165,000.00
HEMPSTEAD NY 11550 5 12/17/98 00
0431152867 05 02/01/99 0
12321 N 01/01/14
0
1828583 A26/G02 F 129,500.00 ZZ
180 127,192.60 2
511 SOUTH FRANKLIN AVENUE 8.125 1,246.94 70
7.875 1,246.94 185,000.00
HEMPSTEAD NY 11550 5 12/17/98 00
0431165059 05 02/01/99 0
12320 N 01/01/14
0
1828586 A26/G02 F 111,700.00 ZZ
180 109,653.97 2
7 HARDING PLACE 8.125 1,075.54 70
7.875 1,075.54 160,000.00
FREEPORT NY 11520 5 12/17/98 00
0431162767 05 02/01/99 0
12323 N 01/01/14
0
1829272 134/G02 F 40,500.00 ZZ
180 39,664.15 1
1318 WASHINGTON BOULEVARD 8.000 387.04 90
7.750 387.04 45,000.00
ABILENE TX 79601 1 10/16/98 14
0431114123 05 12/01/98 12
1
7335794 N 11/01/13
0
1830165 976/976 F 369,750.00 ZZ
180 360,124.48 1
6 RIDGEVIEW DRIVE 6.875 3,297.63 85
6.625 3,297.63 435,000.00
LITTLE ROCK AR 72227 2 09/25/98 11
7981899 05 11/01/98 12
7981899 O 10/01/13
0
1830241 976/976 F 38,250.00 ZZ
180 37,305.30 3
716 EAST 4TH STREET 7.500 354.59 75
7.250 354.59 51,000.00
DULUTH MN 55805 5 09/25/98 00
5404688 05 11/01/98 0
5404688 O 10/01/13
0
1830245 976/976 F 38,250.00 ZZ
180 37,315.30 1
721 TORREY PINES AVENUE 7.625 357.31 90
7.375 357.31 42,500.00
SUN CITY CENTER FL 33573 1 09/30/98 04
5408124 05 11/01/98 25
5408124 N 10/01/13
0
1830258 976/976 F 112,500.00 ZZ
180 109,780.09 4
2805 REBECCA STREET 7.750 1,058.94 90
7.500 1,058.94 125,000.00
SIOUX CITY IA 51103 1 09/30/98 04
5426207 05 11/01/98 12
5426207 N 10/01/13
0
1831477 737/G02 F 177,000.00 ZZ
180 173,187.18 1
702 COUNTY ROAD 358 7.500 1,640.81 74
7.250 1,640.81 240,000.00
LA VETA CO 81055 5 10/16/98 00
0431116664 05 12/01/98 0
588796 O 11/01/13
0
1
1832232 K44/G02 F 38,750.00 ZZ
180 38,044.33 1
690 JAMAICA AVENUE #4 7.625 361.98 71
7.375 361.98 55,000.00
RENO NV 89502 5 10/29/98 00
0431114578 01 01/01/99 0
5361028218A N 12/01/13
0
1832876 M94/G02 F 40,000.00 ZZ
180 39,287.10 1
20925 ONTAGA STREET 7.875 379.38 39
7.625 379.38 105,000.00
FARMINGTON HILL MI 48336 5 11/25/98 00
0431129931 05 01/01/99 0
1111047880 O 12/01/13
0
1833694 E22/G02 F 40,500.00 ZZ
180 39,603.32 3
25 W YORK STREET 8.750 404.78 90
8.500 404.78 45,000.00
AKRON OH 44310 1 10/30/98 04
0411105398 05 12/01/98 25
411105398 N 11/01/13
0
1837947 H49/G02 F 125,000.00 ZZ
180 121,137.04 1
1901 KIEST 8.250 1,212.68 57
8.000 1,212.68 220,000.00
NORTHBROOK IL 60062 2 03/16/99 00
0431263151 05 05/01/99 0
309475 N 04/01/14
0
1839419 498/G02 F 134,700.00 ZZ
180 131,546.18 1
3322 STONEBRIDGE TRAIL 8.125 1,297.01 80
7.875 1,297.01 168,390.00
VALRICO FL 33594 1 09/22/98 11
0431100874 05 11/01/98 12
1571115 O 10/01/13
0
1839573 375/G02 F 42,000.00 ZZ
180 40,062.50 1
1242 WEST VIRGINIA AVENUE 7.750 395.34 47
7.500 395.34 90,500.00
1
DENVER CO 80223 2 06/12/98 00
0431105766 05 08/01/98 0
47189246 O 07/01/13
0
1839748 K43/G02 F 100,000.00 T
180 99,432.78 1
15521 EAST CLUBGATE DRIVE 8.250 970.14 65
UNIT #1150, BLDG. #20 8.000 970.14 155,350.00
SCOTTSDALE AZ 85254 1 03/24/99 00
0431289958 01 05/01/99 0
0000 O 04/01/14
0
1840541 822/G02 F 25,800.00 ZZ
180 25,234.33 1
56-09 GARDEN VIEW TERRACE 7.750 242.85 80
7.500 242.85 32,260.00
EAST WINDSOR NJ 08520 1 11/30/98 00
0431151612 01 01/01/99 0
1186001119 N 12/01/13
0
1840899 375/G02 F 76,000.00 ZZ
180 72,721.04 3
122-124 HERMAN AVENUE 7.750 715.37 80
7.500 715.37 95,000.00
LEMOYNE PA 17043 1 03/26/98 00
0431117068 05 05/01/98 0
5802421676 N 04/01/13
0
1842007 G94/G02 F 45,900.00 ZZ
180 44,921.73 1
702 NW 87TH AVE #202 7.625 428.77 85
7.375 428.77 54,000.00
MIAMI FL 33172 5 10/19/98 23
0431115112 01 12/01/98 0
980110260 O 11/01/13
0
1842689 623/G02 F 40,000.00 T
180 38,846.19 1
3615 BOCA CIEGA DRIVE 8.375 390.97 71
8.125 390.97 57,000.00
NAPLES FL 34112 1 07/07/98 00
0431117209 01 09/01/98 0
1095624 O 08/01/13
0
1
1842701 623/G02 F 51,300.00 ZZ
180 49,831.06 1
9328 MONHEGAN 7.375 471.92 74
7.125 471.92 70,000.00
BAKER LA 70714 2 08/01/98 00
0431115559 05 10/01/98 0
1132685 N 09/01/13
0
1842727 623/G02 F 40,500.00 ZZ
180 39,541.54 1
21 MADONNA CIRCLE 8.000 387.04 90
UNIT #11 7.750 387.04 45,000.00
LOWELL MA 01854 1 09/30/98 11
0431115823 01 11/01/98 30
1178924 N 10/01/13
0
1843703 286/286 F 43,350.00 ZZ
180 42,050.95 1
77 GREENWOOD LOOP 7.625 404.95 85
7.375 404.95 51,000.00
BRICK TOWNSHIP NJ 08724 1 11/05/98 11
8746660 05 01/01/99 12
8746660 O 12/01/13
0
1843712 286/286 F 66,000.00 ZZ
180 64,563.05 1
1156 CIRCLE DR 7.375 607.15 85
7.125 607.15 78,500.00
ROBERSONVILLE NC 27871 5 10/21/98 11
9377815 05 12/01/98 12
9377815 O 11/01/13
0
1844556 140/G02 F 38,000.00 ZZ
180 37,541.61 1
205 MORGAN STREET 7.625 354.97 75
7.375 354.97 51,000.00
DOTHAN AL 36301 2 01/19/99 00
0431212729 05 03/01/99 0
448288 N 02/01/14
0
1844585 637/G02 F 38,000.00 ZZ
180 37,181.38 1
1
8036 W MACTAVISH WAY 7.500 352.27 43
7.250 352.27 89,000.00
JACKSONVILLE FL 32244 1 10/28/98 00
0431125343 03 12/01/98 0
0010326742 O 11/01/13
0
1846533 F62/G02 F 77,000.00 ZZ
180 75,822.62 1
1280 SOUTH ALHAMBRA CIRCLE 7.500 713.80 70
UNIT # 1419 7.250 713.80 110,000.00
CORAL GABLES FL 33146 1 12/17/98 00
0431253228 01 02/01/99 0
0000 O 01/01/14
0
1848290 E22/G02 F 112,000.00 ZZ
180 109,871.44 1
5921 BOGGSFORD ROAD 7.125 1,014.53 84
6.875 1,014.53 134,000.00
PORT ORANGE FL 32127 2 11/19/98 04
0411123680 05 01/01/99 20
411123680 O 12/01/13
0
1849142 180/G02 F 43,400.00 ZZ
180 43,004.33 2
128-130 NORTHEAST 12TH STREET 7.500 402.32 70
7.250 402.32 62,000.00
MOORE OK 73160 2 02/22/99 00
0431253053 05 04/01/99 0
0013671185 N 03/01/14
0
1849216 926/G02 F 56,150.00 T
180 35,557.09 1
5004-M LAWNDALE DRIVE 7.250 512.57 70
7.000 512.57 80,246.00
GEENSBORO NC 27455 1 03/27/98 00
0431130905 01 05/01/98 0
161510189 O 04/01/13
0
1850373 134/G02 F 23,100.00 ZZ
180 22,768.99 1
827 W TENTH STREET 8.250 224.11 70
8.000 224.11 33,000.00
HUNTINGTON WV 25704 5 12/31/98 00
0431227974 05 02/01/99 0
1
7304790 N 01/01/14
0
1853070 N75/G02 F 266,000.00 ZZ
180 261,799.75 1
3106 REDONDO COURT 7.125 2,409.51 70
6.875 2,409.51 380,000.00
SANTA YNEZ CA 93460 5 12/17/98 00
0431171099 05 02/01/99 0
325469 O 01/01/14
0
1853157 E22/G02 F 92,500.00 ZZ
180 90,797.41 1
10358 N.W. 129TH STREET 7.500 857.49 85
7.250 857.49 109,000.00
HIALEAH FL 33018 2 11/30/98 04
0411086226 05 01/01/99 12
411086226 O 12/01/13
0
1853452 168/168 F 117,600.00 ZZ
180 114,726.38 1
58 CORRAL DRIVE 7.625 1,098.54 63
7.375 1,098.54 189,000.00
T/O PENFIELD NY 14526 2 09/09/98 00
0989867021 05 11/01/98 0
0989867021 O 10/01/13
0
1853999 F62/G02 F 60,000.00 ZZ
180 58,504.58 1
7086 SW 152 PLACE 7.500 556.21 70
7.250 556.21 86,000.00
MIAMI FL 33193 5 11/23/98 00
0431151919 09 01/01/99 0
0000 N 12/01/13
0
1857392 A38/G02 F 55,000.00 ZZ
180 54,336.55 1
5318 TOWER ROAD 7.625 513.77 69
7.375 513.77 80,000.00
SANTA FE TX 77510 1 01/15/99 00
0431194596 05 03/01/99 0
2420479 O 02/01/14
0
1
1858848 E22/G02 F 17,800.00 ZZ
180 17,486.15 1
814 GREENVALE ROAD 8.000 170.11 75
UNIT #32 7.750 170.11 23,750.00
OKLAHOMA CITY OK 73127 1 11/30/98 00
0411107246 01 01/01/99 0
411107246 N 12/01/13
0
1859030 134/G02 F 330,000.00 ZZ
180 327,056.19 1
665 SOUTH FARMINGDALE ROAD 7.750 3,106.21 79
7.500 3,106.21 420,000.00
NEW BERLIN IL 62670 2 02/26/99 00
0431272269 05 04/01/99 0
7338300 O 03/01/14
0
1860952 225/225 F 40,500.00 ZZ
180 39,681.98 1
719 HARDING STREET 8.250 392.91 90
8.000 392.91 45,000.00
JANESVILLE WI 53545 1 10/29/98 12
7081695 05 12/01/98 25
7081695 N 11/01/13
0
1861521 134/G02 F 40,050.00 ZZ
180 39,688.80 1
156 S AUSTIN 7.625 374.12 90
7.375 374.12 44,500.00
WILLCOX AZ 85643 2 02/11/99 14
0431227958 05 04/01/99 20
7815707 N 03/01/14
0
1863152 E26/G02 F 37,800.00 ZZ
180 37,234.31 1
588 FAITH DRIVE 7.750 355.81 90
7.500 355.81 42,000.00
CONCORD NC 28025 1 12/28/98 10
0431188952 05 02/01/99 25
50802311 N 01/01/14
0
1863171 H37/G02 F 169,000.00 ZZ
180 167,390.96 1
11 BRENTWOOD DRIVE 7.500 1,566.65 74
7.250 1,566.65 230,000.00
1
JACKSON NJ 08527 2 02/02/99 00
0431246982 05 04/01/99 0
981817 O 03/01/14
0
1864027 L38/G02 F 151,900.00 ZZ
180 150,430.28 1
106 LANDING DRIVE 7.625 1,418.95 75
7.375 1,418.95 204,795.00
DEPTFORD NJ 08096 1 04/29/99 00
0431315696 03 06/01/99 0
042020000000046 O 05/01/14
0
1864040 225/225 F 38,000.00 ZZ
180 37,756.90 1
903-540 LOOP 6.875 338.91 56
6.625 338.91 69,000.00
LOGAN NM 88426 2 03/16/99 00
7094980 05 05/01/99 0
7094980 O 04/01/14
0
1864957 129/G02 F 31,650.00 ZZ
180 31,464.44 1
43326 GOLDBERG 7.875 300.18 24
7.625 300.18 137,000.00
STERLING HEIGHT MI 48313 5 03/04/99 00
0431323088 05 05/01/99 0
1130023888 O 04/01/14
0
1865524 526/526 F 40,500.00 ZZ
180 39,541.54 1
12225 PALMDATE STREET 8.000 387.04 90
7.750 387.04 45,000.00
HOUSTON TX 77034 1 09/01/98 10
331976 05 11/01/98 25
331976 N 10/01/13
0
1865539 526/526 F 60,000.00 ZZ
180 58,502.47 1
981 QUENTIN STREET 7.375 551.95 80
7.125 551.95 75,000.00
AURORA CO 80011 1 10/02/98 00
337594 05 11/01/98 0
337594 O 10/01/13
0
1
1865564 526/526 F 19,500.00 ZZ
180 19,198.59 1
802 CONTINENTAL DRIVE #4 7.375 179.39 75
7.125 179.39 26,000.00
BROWNSVILLE TX 78520 1 12/14/98 00
349502 01 02/01/99 0
349502 N 01/01/14
0
1866053 134/G02 F 37,800.00 ZZ
180 37,343.99 1
1713 ROSEWOOD 7.625 353.11 90
7.375 353.11 42,000.00
ABILENE TX 79603 1 01/29/99 11
0431212570 05 03/01/99 20
7831766 N 02/01/14
0
1867235 976/976 F 228,000.00 T
180 224,361.14 1
2100 GULF BLVD., UNIT 906 7.000 2,049.33 80
6.750 2,049.33 285,000.00
SOUTH PADRE ISL TX 78579 2 12/11/98 00
5593035 01 02/01/99 0
5593035 O 01/01/14
0
1867582 E65/E65 F 20,250.00 ZZ
180 20,132.57 2
2313 OKLAHOMA 8.000 193.52 90
7.750 193.52 22,500.00
FLINT MI 48506 1 03/08/99 11
222436 05 05/01/99 25
222436 N 04/01/14
0
1871186 A78/G02 F 54,500.00 ZZ
180 53,507.56 1
1443 11TH STREET 7.625 509.10 65
7.375 509.10 85,000.00
GREELEY CO 80631 2 11/13/98 00
0431185370 05 01/01/99 0
010059252 N 12/01/13
0
1871225 227/G02 F 214,716.00 ZZ
180 214,716.00 2
1
22-15 UTOPIA PARKWAY 7.625 2,005.73 66
7.375 2,005.73 328,000.00
WHITESTONE NY 11357 2 05/07/99 00
0431338532 05 07/01/99 0
1770652 O 06/01/14
0
1871643 A38/G02 F 40,000.00 ZZ
180 39,662.25 1
9623 C R ROAD 540 8.375 390.97 80
8.125 390.97 50,000.00
LAVON TX 75013 1 02/09/99 00
0431224765 05 04/01/99 0
1330009 N 03/01/14
0
1872180 828/G02 F 56,700.00 ZZ
180 56,188.63 1
204 RIDGECREST DRIVE 7.625 529.66 90
7.375 529.66 63,000.00
TYLER TX 75701 1 02/26/99 11
0431247162 05 04/01/99 25
90070005 N 03/01/14
0
1872190 134/G02 F 124,000.00 ZZ
180 122,536.35 3
709 MAIN STREET 7.875 1,176.08 80
7.625 1,176.08 155,000.00
CICERO IN 46034 5 01/12/99 00
0431248962 07 03/01/99 0
7315550 N 02/01/14
0
1872191 163/G02 F 75,000.00 ZZ
180 73,186.52 1
113 BROADWAY 7.875 711.34 61
7.625 711.34 123,000.00
PORTLAND ME 04103 5 11/09/98 00
0431225002 05 01/01/99 0
0373460689 O 12/01/13
0
1872312 H22/G02 F 127,000.00 ZZ
180 126,204.95 1
26-39 LINDEN STREET 7.125 1,150.41 67
6.875 1,150.41 190,000.00
BELLMORE NY 11710 5 03/08/99 00
0431250026 05 05/01/99 0
1
9812028 O 04/01/14
0
1872462 369/G02 F 125,900.00 T
180 120,473.31 1
1629 NECTARINE TRAIL 7.625 1,176.07 80
7.375 1,176.07 157,422.00
CLERMONT FL 34711 1 12/21/98 00
0431206184 05 02/01/99 0
0071108039 O 01/01/14
0
1872604 375/G02 F 100,000.00 ZZ
180 97,799.53 1
983 GREENBRIAR DRIVE 7.250 912.87 20
7.000 912.87 515,000.00
STATE COLLEGE PA 16801 2 09/29/98 00
0431197417 05 12/01/98 0
5810369008 O 11/01/13
0
1873150 976/976 F 39,200.00 ZZ
180 37,651.04 1
1432 MONROE CIRCLE 7.625 366.18 80
7.375 366.18 49,000.00
SAN JACINTO CA 92583 1 10/20/98 00
5479008 09 12/01/98 0
5479008 N 11/01/13
0
1873905 992/G02 F 75,000.00 ZZ
180 74,323.61 1
83 MAIN STREET 7.625 700.60 72
7.375 700.60 105,000.00
BLOOMINGBURG NY 12721 5 02/12/99 00
0431247477 05 04/01/99 0
358958 O 03/01/14
0
1874079 P63/G02 F 76,500.00 ZZ
180 75,832.36 1
260 OCEAN AVENUE 8.000 731.07 90
7.750 731.07 85,000.00
LAKEWOOD NJ 08701 2 02/17/99 04
0431228469 05 04/01/99 25
0000 N 03/01/14
0
1
1874162 387/G02 F 700,000.00 ZZ
180 693,618.01 1
11314 SMITHDALE ROAD 7.500 6,489.09 47
7.250 6,489.09 1,500,000.00
HOUSTON TX 77024 4 02/17/99 00
0431249655 05 04/01/99 0
0001546217 O 03/01/14
0
1874579 313/G02 F 204,950.00 ZZ
180 203,694.55 1
4560 RUTHERFORD DRIVE 7.375 1,885.39 50
7.125 1,885.39 410,636.00
MARIETTA GA 30062 1 03/30/99 00
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6807705 O 04/01/14
0
1874729 M76/G02 F 175,200.00 ZZ
180 173,637.09 1
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7.500 1,649.12 219,000.00
DERRY NH 03038 5 02/23/99 00
0431288109 05 04/01/99 0
982422 O 03/01/14
0
1875051 420/G02 F 93,500.00 ZZ
180 92,647.54 1
1850 NOVATO BLVD 7.500 866.76 55
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NOVATO CA 94947 2 02/18/99 00
0431261387 05 04/01/99 0
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0
1875270 A38/G02 F 71,700.00 ZZ
180 71,074.22 1
1829 AUGUSTA 8.000 685.21 95
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0431215755 01 04/01/99 30
9620918 O 03/01/14
0
1875593 702/702 F 44,500.00 ZZ
180 42,714.70 1
15 WEST STREET 7.375 409.37 56
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1
NORTH WALPOLE NH 03609 2 03/25/99 00
2074169 05 05/01/99 0
2074169 O 04/01/14
0
1875655 K92/G02 F 150,000.00 ZZ
180 148,556.55 1
5055 JOHNS CREEK COURT 6.875 1,337.78 62
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ALPHARETTA GA 30022 5 02/19/99 00
0431305283 03 04/01/99 0
990111013 O 03/01/14
0
1876149 830/G02 F 60,750.00 ZZ
180 59,996.71 1
2249 PARIS DRIVE 7.750 571.83 42
7.500 571.83 145,000.00
TROY MI 48084 5 01/26/99 00
0431250901 05 03/01/99 0
541502 N 02/01/14
0
1876527 637/G02 F 97,200.00 ZZ
180 95,729.65 2
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RIVERDALE GA 30296 3 01/07/99 11
0431207398 05 02/01/99 25
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0
1876661 M90/G02 F 37,800.00 ZZ
180 37,480.81 2
3301 & 3303 WHEELER STREET 8.375 369.47 90
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HAPEVILLE GA 30354 1 02/04/99 01
0431230598 05 04/01/99 25
00 N 03/01/14
0
1876719 992/G02 F 252,000.00 T
180 250,240.01 1
330 EAST 38TH STREET 7.625 2,354.01 70
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NEW YORK NY 10016 1 03/16/99 00
0431264522 06 05/01/99 0
360403 O 04/01/14
0
1
1876788 229/G02 F 103,700.00 ZZ
180 103,064.76 1
1005 PALO VERDE DRIVE 7.375 953.97 85
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CARSON CITY NV 89701 5 03/01/99 04
0431255124 05 05/01/99 6
0016532855 O 04/01/14
0
1877007 L59/G02 F 70,600.00 ZZ
180 70,157.86 1
306 S MALL STREET 7.625 659.50 53
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LAFAYETTE LA 70503 5 03/11/99 00
0431259522 05 05/01/99 0
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0
1877138 M96/G02 F 47,500.00 ZZ
180 47,207.36 1
2441 LOLA 8.250 460.82 58
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GRAND RAPIDS MI 49509 2 03/04/99 00
0431250224 05 05/01/99 0
0000 N 04/01/14
0
1877288 G15/G02 F 135,000.00 ZZ
180 134,173.04 1
10 FOX ROAD 7.375 1,241.90 45
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CEDAR GROVE NJ 07009 5 03/02/99 00
0431283720 05 05/01/99 0
000 O 04/01/14
0
1877449 168/168 F 27,000.00 ZZ
180 26,677.83 1
116 BOURBON COURT 7.750 254.14 30
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BALTIMORE MD 21234 5 01/20/99 00
981218 09 03/01/99 0
981218 O 02/01/14
0
1877472 K45/G02 F 46,550.00 ZZ
180 45,596.26 1
1
4450 EAST CARTER DRIVE 8.000 444.86 70
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PHOENIX AZ 85040 5 02/22/99 00
0431257138 09 04/01/99 0
0000 N 03/01/14
0
1877478 K45/G02 F 46,550.00 ZZ
180 46,102.95 1
4446 EAST CARTER DRIVE 8.000 444.86 70
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PHOENIX AZ 85040 5 02/22/99 00
0431256437 09 04/01/99 0
0000 O 03/01/14
0
1877502 L47/G02 F 289,600.00 ZZ
180 287,806.64 1
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RICHBORO PA 18954 5 03/08/99 00
0431311463 05 05/01/99 0
223591 O 04/01/14
0
1877976 K08/G02 F 75,000.00 ZZ
180 73,912.06 2
1103 EASTDALE AVENUE UNIT B 7.500 695.26 54
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NASHVILLE TN 37216 5 01/25/99 00
0411222169 05 03/01/99 0
411222169 O 02/01/14
0
1878205 201/G02 F 63,450.00 ZZ
180 63,093.97 2
138 CRESCENT AVENUE 8.500 624.82 90
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1309149183 N 04/01/14
0
1878865 K08/G02 F 39,950.00 ZZ
180 39,569.68 1
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LOS ANGELES CA 91607 1 02/02/99 00
0411248081 01 04/01/99 0
1
411248081 O 03/01/14
0
1879070 K08/G02 F 114,000.00 ZZ
180 112,548.72 1
12203 WEST SR 235 7.000 1,024.66 51
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411229669 O 02/01/14
0
1879120 K08/G02 F 40,150.00 ZZ
180 39,633.36 1
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FORT LAUDERDALE FL 33312 1 01/29/99 00
0411244452 05 03/01/99 0
411244452 N 02/01/14
0
1879248 H37/G02 F 156,000.00 ZZ
180 155,075.24 1
2495 LOBLOLLY LANE 7.750 1,468.39 80
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DEERFIELD BEACH FL 33442 1 03/08/99 00
0431269133 03 05/01/99 0
800255 O 04/01/14
0
1880335 811/G02 F 65,000.00 ZZ
180 64,374.49 1
9 BERN AVENUE 6.875 579.71 35
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NAPA CA 94559 5 01/28/99 00
0431237676 05 04/01/99 0
00203280 O 03/01/14
0
1880373 A19/G02 F 89,600.00 ZZ
180 89,074.66 3
92 MARIANNA STREET 7.875 849.81 80
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LYNN MA 01902 1 03/04/99 00
0431246974 05 05/01/99 0
8346 N 04/01/14
0
1
1880554 560/560 F 38,500.00 ZZ
180 37,392.54 1
673 N SACRAMENTO STREET 7.125 348.75 45
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TULARE CA 93274 5 08/28/98 00
498668201 05 10/01/98 0
498668201 N 09/01/13
0
1881233 976/976 F 40,000.00 ZZ
120 39,339.66 1
2807 MAGNOLIA STREET 8.000 485.32 80
7.750 485.32 50,000.00
AMARILLO TX 79103 5 02/01/99 00
5542692 05 04/01/99 0
5542692 N 03/01/09
0
1881235 976/976 F 70,650.00 ZZ
180 69,111.77 1
680 ABINGTON DRIVE 7.375 649.93 90
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EL PASO TX 79912 1 02/02/99 10
5542793 05 04/01/99 12
5542793 O 03/01/14
0
1881293 976/976 F 40,000.00 ZZ
120 39,339.66 1
1202 NORTH JOHNSON STREET 8.000 485.32 77
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AMARILLO TX 79107 5 02/03/99 00
5610020 05 04/01/99 0
5610020 N 03/01/09
0
1881349 687/G02 F 29,700.00 ZZ
180 29,432.15 1
1601 BROOKLINE BLVD 7.625 277.44 90
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PITTSBURGH PA 15226 1 02/23/99 04
0431249598 05 04/01/99 20
516999 N 03/01/14
0
1881781 H19/G02 F 89,000.00 ZZ
180 88,460.72 3
9135 SOUTH LAFLIN STREET 7.500 825.05 50
7.250 825.05 180,000.00
1
CHICAGO IL 60643 2 03/08/99 00
0431259399 05 05/01/99 0
1881781 N 04/01/14
0
1882282 514/G02 F 93,000.00 ZZ
180 91,858.90 1
71 HOUGHTON ST 7.500 862.12 56
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DORCHESTER MA 02124 5 02/02/99 00
0431247683 05 03/01/99 0
663304 N 02/01/14
0
1882402 992/G02 F 330,000.00 ZZ
180 329,025.03 1
22 WESTFIELD ROAD 7.750 3,106.22 55
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BEDFORD NY 10506 2 04/08/99 00
0431287325 05 06/01/99 0
365002 O 05/01/14
0
1882578 253/253 F 37,800.00 ZZ
180 36,608.02 1
301 WORTHY ST 7.625 353.11 90
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SAGINAW TX 76179 1 01/29/99 11
931434 05 03/01/99 20
931434 N 02/01/14
0
1882707 E65/G02 F 20,250.00 ZZ
180 20,123.02 1
2702 MARYLAND 7.750 190.61 90
7.500 190.61 22,500.00
FLINT MI 48506 1 03/15/99 12
0431266139 05 05/01/99 25
222600 N 04/01/14
0
1882737 A35/G02 F 171,600.00 ZZ
180 170,571.56 2
16 MAIN STREET 7.625 1,602.97 80
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SETAUKET NY 11733 1 03/25/99 00
0431288257 05 05/01/99 0
HV9150 O 04/01/14
0
1
1882740 702/702 F 275,000.00 ZZ
180 274,105.68 1
583 STOCKBRIDGE ROAD 6.650 2,418.28 79
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CHARLOTTE VT 05445 5 04/12/99 00
2077253 05 06/01/99 0
2077253 O 05/01/14
0
1882749 B57/G02 F 248,000.00 ZZ
180 245,714.28 1
329 NORTH DEL MAR AVENUE 7.375 2,281.41 80
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SAN GABRIEL CA 91775 5 02/10/99 00
0431228089 05 04/01/99 0
9830975 O 03/01/14
0
1882788 E82/G02 F 186,750.00 T
180 185,084.07 1
130 C HUMENN ROAD 7.750 1,757.83 75
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WOODBOURNE NY 12788 1 02/22/99 00
0400182044 05 04/01/99 0
0400182044 O 03/01/14
0
1882795 J40/G02 F 98,400.00 ZZ
180 97,221.01 1
1291 CROOKED CREEK ROAD 7.125 891.34 80
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WATKINSVILLE GA 30677 5 02/08/99 00
0431225986 05 04/01/99 0
7629946 O 03/01/14
0
1883058 A33/G02 F 26,100.00 ZZ
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1910 VERMONT 7.625 243.81 90
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SAGINAW MI 48602 1 03/12/99 10
0431264340 05 05/01/99 25
011068922 N 04/01/14
0
1883650 514/G02 F 128,000.00 ZZ
180 126,405.11 1
1
SOMMER LANE 7.250 1,168.46 80
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WASHINGTON TX 77880 1 02/01/99 00
0431237551 05 03/01/99 0
37698 O 02/01/14
0
1884216 313/G02 F 128,100.00 T
180 45,789.79 1
26 JEFFERSON HILL PLACE NE 7.625 1,196.63 70
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ATLANTA GA 30342 1 02/05/99 00
0431249473 01 03/01/99 0
6806988 O 02/01/14
0
1884227 105/G02 F 78,500.00 ZZ
180 77,768.61 1
14002 HAWKSNEST BAY DRIVE 7.250 716.60 54
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CORPUS CHRISTI TX 78418 2 02/01/99 00
0431229566 03 04/01/99 0
995209 O 03/01/14
0
1885153 H19/G02 F 88,000.00 ZZ
180 87,466.78 3
417-419 SHELBURNE ROAD 7.500 815.78 50
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BURLINGTON VT 05401 2 03/24/99 00
0431267210 05 05/01/99 0
0001886746 N 04/01/14
0
1885315 G41/G02 F 148,000.00 ZZ
180 146,560.43 2
469 NEWPORT BRIDGE ROAD 6.750 1,309.67 76
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PINE ISLAND NY 10969 2 02/18/99 00
0431232966 05 04/01/99 0
62001374 O 03/01/14
0
1885413 313/G02 F 72,000.00 ZZ
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274 TUNNEL ROAD 7.875 682.89 90
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SPRINGFIELD GA 31329 2 03/11/99 12
0431269158 05 05/01/99 25
1
6690077 N 04/01/14
0
1885451 L94/G02 F 35,000.00 ZZ
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1706 WEST 49TH STREET 6.875 404.13 62
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DAVENPORT IA 52806 5 03/12/99 00
0431254861 05 05/01/99 0
0000 O 04/01/09
0
1885508 105/G02 F 36,050.00 ZZ
180 34,767.23 1
5113 DUNLOP 7.250 329.09 70
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HOUSTON TX 77009 2 02/11/99 00
0431233469 05 04/01/99 0
1527365 N 03/01/14
0
1885832 A02/G02 F 98,000.00 ZZ
180 97,406.21 3
1324 NORTH LARAMIE 7.500 908.47 70
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CHICAGO IL 60651 5 03/18/99 00
0431266980 05 05/01/99 0
07990380 O 04/01/14
0
1885901 966/G02 F 40,000.00 ZZ
180 39,631.33 1
720 EAST STRONG PARAWAY 7.375 367.97 80
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GREND PRAIRIE TX 75050 5 02/08/99 00
0431235217 05 04/01/99 0
40007875 N 03/01/14
0
1885962 H22/G02 F 195,000.00 ZZ
180 194,411.08 2
22-29 27TH STREET 7.500 1,807.67 70
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ASTORIA NY 11105 5 04/02/99 00
0431280437 07 06/01/99 0
9901019 O 05/01/14
0
1
1886368 J86/G02 F 104,000.00 ZZ
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16 & 18 LAFAYETTE AVENUE 7.000 934.78 80
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OSSINING NY 10562 1 03/19/99 00
0431254671 05 05/01/99 0
0081092 O 04/01/14
0
1886738 K02/G02 F 60,300.00 ZZ
180 57,780.08 2
617-619 SOUTH 75TH STREET 9.000 611.60 90
8.750 611.60 67,000.00
KANSAS CITY KS 66111 1 02/20/98 04
0430728196 05 04/01/98 25
0430728196 N 03/01/13
0
1886829 E84/G02 F 220,000.00 ZZ
180 218,058.80 1
987 GIBBONS ROAD 7.875 2,086.59 26
7.625 2,086.59 875,000.00
BARTONVILLE TX 76226 2 02/09/99 00
0431257765 05 04/01/99 0
32600007 O 03/01/14
0
1886982 134/G02 F 184,000.00 ZZ
120 181,867.66 1
1610 FM 89 7.000 2,136.40 80
6.750 2,136.40 230,000.00
ABILENE TX 79606 1 03/19/99 00
0431283753 05 05/01/99 0
7335840 O 04/01/09
0
1887346 E82/G02 F 100,000.00 T
180 99,249.09 1
114 FOGGY CREEK COURT 6.750 884.91 70
6.500 884.91 143,000.00
DAVENPORT FL 33837 2 03/04/99 00
0400170817 03 05/01/99 0
0400170817 O 04/01/14
0
1887461 F18/G02 F 65,000.00 ZZ
180 64,606.15 1
539 D STREET 7.500 602.56 27
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1
COLMA CA 94014 5 03/03/99 00
0431247170 05 05/01/99 0
00579 N 04/01/14
0
1887502 M79/G02 F 44,500.00 ZZ
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1450 42ND AVENUE 7.000 399.98 30
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CAPITOLA CA 95010 2 03/04/99 00
0431255132 01 05/01/99 0
55042 N 04/01/14
0
1887867 G26/G02 F 118,800.00 ZZ
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203 NORTH 8TH STREET 8.375 1,161.19 90
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0431332345 05 07/01/99 25
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9947 S MELBOURNE CIRCLE 7.625 1,184.95 75
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HIGHLANDS RANCH CO 80126 1 03/31/99 00
0431277912 03 05/01/99 0
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0
1888109 A60/G02 F 50,000.00 ZZ
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0431339704 05 07/01/99 0
99 O 06/01/14
0
1888119 Q30/G02 F 211,500.00 ZZ
180 210,147.03 1
2 FULLIN ROAD 6.875 1,886.27 75
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NORWALK CT 06851 5 03/23/99 00
0431281468 05 05/01/99 0
91010170 O 04/01/14
0
1
1888133 B35/G02 F 206,000.00 ZZ
180 204,121.86 1
2306 CHAIN BRIDGE RD NW 7.500 1,909.65 37
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WASHINGTON DC 20016 2 02/05/99 00
0431246792 05 04/01/99 0
99000182 O 03/01/14
0
1888259 F96/G02 F 125,000.00 ZZ
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83 THORNE STREET 7.875 1,185.56 80
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JERSEY CITY NJ 07307 2 03/02/99 00
0431245398 05 05/01/99 0
983820 O 04/01/14
0
1888504 765/G02 F 62,000.00 ZZ
180 61,446.92 1
599 CREST LANE #33 7.750 583.59 49
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INCLINE VILLAGE NV 89451 2 02/16/99 00
0431247204 03 04/01/99 0
180819 N 03/01/14
0
1888656 H19/G02 F 161,600.00 ZZ
180 160,620.83 1
190 SOUTH 200 WEST 7.500 1,498.06 80
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SPRINGVILLE UT 84663 5 03/17/99 00
0431266287 05 05/01/99 0
1888656 O 04/01/14
0
1888827 909/G02 F 124,600.00 ZZ
180 123,476.28 3
4028 BOSTON AVENUE 7.625 1,163.93 70
UNITS A B C 7.375 1,163.93 178,000.00
SAN DIEGO CA 92113 2 02/17/99 00
0431264977 07 04/01/99 0
6012505 N 03/01/14
0
1888917 E45/E45 F 82,800.00 ZZ
180 81,811.96 4
1
3050 SE 53 COURT 7.750 779.38 90
7.500 779.38 92,000.00
OCALA FL 34471 1 01/29/99 10
48343 03 03/01/99 25
48343 N 02/01/14
0
1888921 A19/G02 F 170,000.00 ZZ
180 169,492.19 1
5 BLACKROCK ROAD 7.625 1,588.02 76
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MELROSE MA 02176 2 04/21/99 00
0431302595 05 06/01/99 0
1888921 O 05/01/14
0
1889128 K21/G02 F 116,500.00 ZZ
180 115,809.39 1
5717 8TH AVENUE 7.750 1,096.59 78
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LOS ANGELES CA 90043 5 03/22/99 00
0431275619 05 05/01/99 0
9910560 O 04/01/14
0
1889183 B28/G02 F 123,850.00 ZZ
180 123,123.84 1
1854 SOUTH COLE STREET 7.875 1,174.66 90
BUILDING D 7.625 1,174.66 137,631.00
LAKEWOOD CO 80228 1 03/05/99 14
0431247840 01 05/01/99 25
13980070 N 04/01/14
0
1889217 638/G02 F 34,650.00 ZZ
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AKRON OH 44310 1 02/22/99 12
0431250703 05 04/01/99 25
08849960 N 03/01/14
0
1889232 664/G02 F 33,000.00 ZZ
180 32,190.29 1
1531 PIONEER #9 8.375 322.55 60
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CREST HILL IL 60435 2 02/12/99 00
0431255538 01 04/01/99 0
1
2970663 N 03/01/14
0
1889665 F44/G02 F 32,850.00 ZZ
180 32,635.29 1
2805 WESTERNWAY STREET 6.625 288.42 90
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CARLSBAD NM 88220 5 03/04/99 23
0431247022 05 05/01/99 0
207431 O 04/01/14
0
1889678 F44/G02 F 70,000.00 ZZ
180 69,563.67 1
185 VANDERBURGH AVENUE 7.250 639.00 31
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RUTHERFORD NJ 07070 5 03/05/99 00
0431247055 05 05/01/99 0
207000 O 04/01/14
0
1889679 E82/G02 F 101,000.00 ZZ
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15822 CRESCENT VALLEY DRIVE 7.125 914.89 63
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GIG HARBOR WA 98332 5 03/08/99 00
0400185096 05 05/01/99 0
0400185096 O 04/01/14
0
1889773 992/G02 F 145,000.00 ZZ
180 144,571.61 1
POND GUT ROAD 7.750 1,364.85 65
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PLEASANT VALLEY NY 12569 5 04/19/99 00
0431302652 05 06/01/99 0
365138 O 05/01/14
0
1889816 E45/E45 F 82,800.00 ZZ
180 81,574.30 4
3030 SE 53 COURT 7.875 785.32 90
7.625 785.32 92,900.00
OCALA FL 34471 1 12/31/98 11
47185 05 02/01/99 25
47185 N 01/01/14
0
1
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LA PUENTE CA 91744 2 02/12/99 00
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PROVIDENCE RI 02906 2 01/13/99 00
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LEXINGTON KY 40505 5 03/19/99 00
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1892910 F96/G02 F 160,000.00 ZZ
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CLIFTON NJ 07013 5 03/19/99 00
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WASHINGTON DC 20001 1 12/03/98 12
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1
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DRACUT MA 01826 2 02/25/99 00
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EDMOND OK 73013 1 04/12/99 00
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CORONA CA 91719 2 02/17/99 00
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1894410 637/G02 F 95,000.00 ZZ
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INDEPENDENCE MO 64052 1 03/01/99 04
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KING NC 27021 1 02/18/99 00
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7113037 O 03/01/14
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1894489 163/G02 F 110,000.00 ZZ
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GROTON CT 06355 2 03/15/99 00
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0373746727 O 04/01/14
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1894576 B75/G02 F 87,150.00 ZZ
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1894579 B75/G02 F 89,600.00 ZZ
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OAK LAWN IL 60453 5 04/13/99 00
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1894649 E84/G02 F 47,050.00 ZZ
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424 SHADY PATH COVE 7.750 442.87 59
7.500 442.87 80,000.00
ROUND ROCK TX 78664 2 03/17/99 00
0431268986 05 05/01/99 0
32600149 N 04/01/14
0
1
1894651 E84/G02 F 39,100.00 ZZ
180 38,868.21 1
1218 DOONESBURY DRIVE 7.750 368.04 42
7.500 368.04 95,000.00
AUSTIN TX 78758 2 03/17/99 00
0431268259 05 05/01/99 0
32600150 N 04/01/14
0
1894654 E84/G02 F 49,050.00 ZZ
180 48,759.23 1
11706 SANTA CRUZ DRIVE 7.750 461.70 50
7.500 461.70 100,000.00
AUSTIN TX 78729 2 03/17/99 00
0431269018 05 05/01/99 0
32600148 N 04/01/14
0
1894656 E84/G02 F 53,000.00 ZZ
180 52,685.81 1
9717 MOORBERRY STREET 7.750 498.88 59
7.500 498.88 90,000.00
AUSTIN TX 78664 2 03/17/99 00
0431268085 05 05/01/99 0
32600147 N 04/01/14
0
1894776 637/G02 F 100,000.00 ZZ
180 99,400.68 1
176 LOST LAKE DR 7.625 934.13 67
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GROTON MA 01450 5 03/11/99 00
0431265552 05 05/01/99 0
0011485539 O 04/01/14
0
1894783 637/G02 F 165,000.00 ZZ
180 163,446.01 1
1261 NONA DRIVE 7.125 1,494.62 62
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ATHENS GA 30606 5 02/22/99 00
0431289883 05 04/01/99 0
00120222828 O 03/01/14
0
1894786 G41/G02 F 112,500.00 ZZ
180 111,772.54 1
2504 SELWYNNE DRIVE 6.750 995.52 47
6.500 995.52 242,000.00
1
BROOMALL PA 19008 2 03/19/99 00
0431272509 05 05/01/99 0
60002786 O 04/01/14
0
1894804 E82/G02 F 100,000.00 ZZ
180 99,367.16 1
175 WEED AVENUE 7.000 898.83 31
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STAMFORD CT 06902 2 03/24/99 00
0400189841 05 05/01/99 0
1622564 O 04/01/14
0
1894819 E53/G02 F 94,400.00 ZZ
180 93,846.51 4
11301 NE 12TH AVENUE 7.875 895.34 80
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MIAMI FL 33161 1 03/22/99 00
0431264548 05 05/01/99 0
1109263 N 04/01/14
0
1894904 E67/G02 F 450,000.00 ZZ
180 447,027.01 1
60675 BILLADEAU ROAD 6.500 3,919.98 70
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BEND OR 97702 4 03/18/99 00
0431292267 05 05/01/99 0
150029855 O 04/01/14
0
1894950 687/G02 F 114,800.00 ZZ
180 114,096.77 1
241 NORTHWOOD CIRCLE 7.375 1,056.08 91
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WELLFORD SC 29385 2 03/12/99 11
0431270479 05 05/01/99 25
33900273 O 04/01/14
0
1894973 638/G02 F 75,500.00 ZZ
180 74,504.82 1
1411 COLONIAL MANOR 6.875 673.35 25
6.625 673.35 310,000.00
ANNAPOLIS MD 21401 5 03/11/99 00
0431269620 05 05/01/99 0
008852899 O 04/01/14
0
1
1894977 638/G02 F 264,000.00 ZZ
180 262,452.12 1
33 LYNCH ROAD 7.875 2,503.91 74
7.625 2,503.91 360,000.00
LEBENON CT 06249 2 03/11/99 00
0431268267 05 05/01/99 0
08859914 O 04/01/14
0
1894979 637/G02 F 58,000.00 ZZ
180 57,644.71 1
2630 22ND STREET 7.375 533.56 71
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LUBBOCK TX 79410 2 03/09/99 00
0431266881 05 05/01/99 0
0013699863 N 04/01/14
0
1894982 638/G02 F 68,300.00 ZZ
180 67,890.66 2
312 CHRISTA DRIVE 7.625 638.01 60
7.375 638.01 115,000.00
CHESAPEAKE VA 23322 2 03/16/99 00
0431270917 05 05/01/99 0
08857775 N 04/01/14
0
1894986 638/G02 F 480,250.00 ZZ
180 477,276.02 1
134 TOMLINSON DRIVE 7.250 4,384.02 85
7.000 4,384.02 565,000.00
FOLSOM CA 95630 1 03/10/99 19
0431269703 05 05/01/99 12
08856498 O 04/01/14
0
1895001 G81/G02 F 84,000.00 ZZ
180 83,468.41 2
12111 OSCEOLA ROAD 7.000 755.02 75
6.750 755.02 112,000.00
JUNO BEACH FL 33408 5 03/25/99 00
0431267616 05 05/01/99 0
021903085 N 04/01/14
0
1895137 637/G02 F 70,300.00 ZZ
180 69,864.69 1
1
7701 RIVERDALE WAY 7.250 641.75 62
7.000 641.75 115,000.00
STANTON CA 90680 2 03/09/99 00
0431272913 01 05/01/99 0
0010714202 N 04/01/14
0
1895139 637/G02 F 187,000.00 ZZ
180 185,573.05 1
2423 8TH AVENUE NORTH 7.375 1,720.26 34
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SEATTLE WA 98109 5 03/05/99 00
0431266691 05 05/01/99 0
0015191950 O 04/01/14
0
1895147 K15/G02 F 78,000.00 ZZ
180 78,000.00 1
1005 SILBURY DRIVE 7.750 734.20 65
7.500 734.20 120,000.00
AUSTIN TX 78758 5 05/05/99 00
0431322114 05 07/01/99 0
641688 N 06/01/14
0
1895181 830/G02 F 90,000.00 ZZ
180 89,454.68 1
2350 NW 16TH AVENUE 7.500 834.31 65
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GAINESVILLE FL 32605 5 03/22/99 00
0431281419 05 05/01/99 0
541997 N 04/01/14
0
1895188 A19/G02 F 102,000.00 ZZ
180 102,000.00 3
110-112 EASTERN AVENUE 8.250 989.54 60
8.000 989.54 170,000.00
LYNN MA 01902 2 05/12/99 00
0431328434 05 07/01/99 0
8450 O 06/01/14
0
1895275 163/G02 F 92,000.00 ZZ
180 91,454.64 1
146 WOOD STREET 7.750 865.97 72
7.500 865.97 128,000.00
WEBSTER NY 14580 2 03/12/99 00
0431275007 05 05/01/99 0
1
0373731619 O 04/01/14
0
1895278 462/G02 F 384,000.00 T
180 380,442.89 1
650 COLUMBIA STREET #210 8.000 3,669.71 80
7.750 3,669.71 480,000.00
SAN DIEGO CA 92101 1 03/08/99 00
0431270941 01 05/01/99 0
0006419105 O 04/01/14
0
1895292 163/G02 F 63,750.00 ZZ
180 63,367.93 1
9690 HOLMAN CITY ROAD 7.625 595.51 74
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SAUQUOIT NY 13456 5 03/17/99 00
0431270925 05 05/01/99 0
0373733918 O 04/01/14
0
1895370 637/G02 F 103,500.00 ZZ
180 102,833.90 3
81-83 CENTRE STREET 7.250 944.82 85
7.000 944.82 122,000.00
PAWTUCKET RI 02860 2 03/05/99 23
0431271386 05 05/01/99 0
0011483146 O 04/01/14
0
1895375 637/G02 F 56,000.00 ZZ
180 55,645.61 1
4013 UTAH STREET 7.000 503.35 80
6.750 503.35 70,000.00
BRENTWOOD MD 20722 1 03/10/99 00
0431269729 05 05/01/99 0
0016459059 N 04/01/14
0
1895379 637/G02 F 57,600.00 ZZ
180 57,235.48 1
4001 UTAH STREET 7.000 517.73 77
6.750 517.73 75,000.00
BRENTWOOD MD 20722 1 03/10/99 00
0431271253 05 05/01/99 0
0016459042 N 04/01/14
0
1
1895413 B76/G02 F 101,000.00 ZZ
180 100,394.68 1
10880 NORTH ROYSTON ROAD 7.625 943.47 60
7.375 943.47 171,000.00
GRAND LEDGE MI 48837 2 03/11/99 00
0431272475 05 05/01/99 0
000248787 O 04/01/14
0
1895416 B76/G02 F 85,500.00 ZZ
180 84,987.58 2
734-36 BRIARCLIFF RD 7.625 798.68 90
7.375 798.68 95,000.00
JACKSON MI 49203 1 03/17/99 10
0431279678 05 05/01/99 20
000249078 N 04/01/14
0
1895493 F62/G02 F 51,500.00 ZZ
180 50,988.23 1
6635 SW 45 STREET 6.500 448.63 33
6.250 448.63 158,000.00
MIAMI FL 33155 5 02/02/99 00
0431269356 05 04/01/99 0
0000 O 03/01/14
0
1895552 G10/G02 F 110,000.00 ZZ
180 108,839.95 1
31 MARLIN LANE 7.875 1,043.30 69
7.625 1,043.30 160,000.00
BAYTOWN TX 77520 5 03/15/99 00
0431271246 05 05/01/99 0
XB9019036 O 04/01/14
0
1895703 L55/G02 F 83,000.00 ZZ
180 82,746.56 1
173-10 93RD AVENUE 7.375 763.54 45
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JAMICA NY 11433 2 04/15/99 00
0431303387 05 06/01/99 0
6567 O 05/01/14
0
1895847 E82/G02 F 112,000.00 T
180 111,274.64 1
145 NORTH KIHEI ROAD UNIT#201 7.625 1,046.23 67
7.375 1,046.23 167,500.00
1
KIHEI HI 96753 2 03/30/99 00
0400190203 22 05/01/99 0
1621706 O 04/01/14
0
1895880 637/G02 F 43,000.00 T
180 42,607.95 1
3811 V STREET SE #201 7.500 398.62 75
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WASHINGTON DC 20020 2 02/26/99 00
0431269000 01 04/01/99 0
0013522362 O 03/01/14
0
1896046 731/G02 F 84,518.00 ZZ
180 84,000.28 1
3400 CREEK HOLLOW DRIVE 7.375 777.50 75
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MARIETTA GA 30075 2 03/25/99 00
0431274331 05 05/01/99 0
3140671297 O 04/01/14
0
1896093 B60/G02 F 237,000.00 ZZ
180 235,532.37 1
1315 17TH STREET 7.250 2,163.48 44
7.000 2,163.48 540,000.00
MANHATTAN BEACH CA 90266 5 03/22/99 00
0431287333 05 05/01/99 0
265928 O 04/01/14
0
1896338 637/G02 F 80,000.00 ZZ
180 79,499.18 1
8 MURPHY STREET 7.125 724.67 70
6.875 724.67 115,000.00
WAREHAM MA 02571 2 03/09/99 00
0431275452 05 05/01/99 0
0011476140 O 04/01/14
0
1896383 163/G02 F 332,000.00 ZZ
180 329,876.18 1
11 RAYNOR DRIVE 6.875 2,960.96 80
6.625 2,960.96 415,000.00
WEST HAMPTON NY 11977 5 03/15/99 00
0431282748 05 05/01/99 0
0373747726 O 04/01/14
0
1
1896422 808/G02 F 70,400.00 ZZ
180 69,978.07 1
481 EAST NORTH SHORE DRIVE 7.625 657.63 80
7.375 657.63 88,000.00
BIG BEAR CITY A CA 92314 1 03/04/99 00
0431277151 05 05/01/99 0
9309814 O 04/01/14
0
1896508 E11/G02 F 200,000.00 ZZ
180 199,382.60 1
3822 W CALHOUN PARKWAY 7.250 1,825.73 80
7.000 1,825.73 250,000.00
MINNEAPOLIS MN 55410 5 04/22/99 00
0431308592 05 06/01/99 0
0354439 O 05/01/14
0
1896527 P48/G02 F 105,000.00 ZZ
180 104,689.78 1
10130 TYLER STREET NE 7.750 988.34 75
7.500 988.34 140,000.00
BLAINE MN 55434 5 04/09/99 00
0431294289 05 06/01/99 0
1896527 O 05/01/14
0
1896597 687/G02 F 61,550.00 ZZ
180 61,353.69 1
55 CLINTON PLACE #310 6.875 548.94 60
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HACKENSACK NJ 07601 2 04/29/99 00
0431330877 08 06/01/99 0
4Z1339 N 05/01/14
0
1896598 M79/G02 F 272,000.00 ZZ
180 270,278.71 1
902 BLANCO STREET 7.000 2,444.81 80
6.750 2,444.81 340,000.00
AUSTIN TX 78701 1 03/30/99 00
0431276716 05 05/01/99 0
3441C O 04/01/14
0
1896638 E45/G02 F 46,900.00 ZZ
180 46,621.80 1
1
3711 ASBURY LANE 7.750 441.46 70
7.500 441.46 67,000.00
ATLANTA GA 30331 2 03/23/99 00
0431274885 05 05/01/99 0
48781 N 04/01/14
0
1896683 562/G02 F 54,000.00 ZZ
180 53,686.86 2
6241 SW 60TH AVENUE 8.000 516.05 90
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SOUTH MIAMI FL 33143 1 03/31/99 04
0431277425 05 05/01/99 30
595298 N 04/01/14
0
1896698 561/561 F 76,500.00 ZZ
180 76,036.48 1
6739 RURITAN BOULEVARD 7.500 709.16 85
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SUFFOLK VA 23437 5 03/24/99 12
9762279 05 05/01/99 12
9762279 O 04/01/14
0
1896738 A22/G02 F 188,500.00 ZZ
180 188,500.00 2
312 E 239TH STREET 7.500 1,747.42 72
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BRONX NY 10470 5 05/10/99 00
0431330166 05 07/01/99 0
1896738 O 06/01/14
0
1896783 354/354 F 53,000.00 ZZ
180 52,479.08 1
1481 POMONA ROAD 7.125 480.10 56
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DICKSON TN 37055 2 02/19/99 00
002794754 05 04/01/99 0
002794754 O 03/01/14
0
1896850 N12/G02 F 111,500.00 ZZ
180 110,817.01 1
3 AMHERST PLACE 7.375 1,025.71 79
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FAIRFIELD OH 45014 2 03/16/99 00
0431290360 05 05/01/99 0
1
00 O 04/01/14
0
1896913 354/354 F 50,000.00 T
180 49,690.35 1
2238 N CYPRESS BEND DRIVE 7.250 456.44 55
UNIT 402 7.000 456.44 91,200.00
POMPANO BEACH FL 33069 1 03/04/99 00
0027714070 08 05/01/99 0
0027714070 O 04/01/14
0
1896919 623/G02 F 200,000.00 ZZ
180 196,974.66 1
7247 EAST MICHIGAN ROAD 7.625 1,868.26 80
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WALDRON IN 46182 5 12/23/98 00
0431275288 05 02/01/99 0
1211737 O 01/01/14
0
1896925 623/G02 F 205,500.00 ZZ
180 204,171.17 1
25 W 668 FLINT CREEK ROAD 6.750 1,818.49 76
6.500 1,818.49 273,000.00
WHEATON IL 60187 2 03/02/99 00
0431275346 05 05/01/99 0
1231344 O 04/01/14
0
1897000 966/G02 F 41,250.00 ZZ
180 41,016.02 1
734 LONGBEACH DRIVE 8.250 400.18 75
8.000 400.18 55,000.00
GARLAND TX 75043 5 03/18/99 00
0431276633 05 05/01/99 0
30010488 N 04/01/14
0
1897044 685/G02 F 180,000.00 ZZ
180 178,897.38 1
8423 DENISE LANE 7.375 1,655.87 80
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LOS ANGELES CA 91304 5 03/19/99 00
0431276955 03 05/01/99 0
117811 O 04/01/14
0
1
1897059 B75/G02 F 90,000.00 ZZ
180 89,472.33 1
1078 SOUTH WOLF ROAD 7.875 853.60 66
7.625 853.60 138,000.00
DES PLAINES IL 60016 2 03/18/99 00
0431280882 05 05/01/99 0
6386106 N 04/01/14
0
1897074 377/377 F 66,000.00 ZZ
180 65,591.29 1
2418 KEWANNA LANE 7.250 602.49 47
7.000 602.49 141,000.00
BEAVERCREEK OH 45434 2 03/11/99 00
6977235 05 05/01/99 0
6977235 O 04/01/14
0
1897165 687/G02 F 77,400.00 ZZ
180 77,181.24 2
19 WEST DANIELS STREET 8.250 750.89 90
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CINCINNATI OH 45219 1 04/30/99 10
0431329523 05 06/01/99 25
1802313 N 05/01/14
0
1897268 M63/G02 F 82,000.00 ZZ
180 81,752.35 1
870 W21101 STONE CREST ROAD 7.500 760.15 41
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MUSKEGO WI 53150 5 04/13/99 00
0431287994 05 06/01/99 0
9904516 O 05/01/14
0
1897272 882/G02 F 34,750.00 ZZ
180 34,645.05 1
2350 NE 135 ST. #1502 7.500 322.14 65
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NORTH MIAMI FL 33181 1 04/23/99 00
0431319128 06 06/01/99 0
990130 N 05/01/14
0
1897399 168/168 F 320,000.00 ZZ
180 318,184.88 2
7207 OCEAN BOULEVARD 8.250 3,104.45 51
8.000 3,104.45 630,000.00
1
LONG BEACH TOWN NJ 08008 2 03/23/99 00
0169498280 05 05/01/99 0
0169498280 N 04/01/14
0
1897568 624/G02 F 60,000.00 ZZ
180 59,636.45 1
3614-3616 BUTTERNUT DRIVE 7.500 556.21 37
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LOVELAND CO 80537 5 03/31/99 00
0431280403 05 05/01/99 0
73011590713 O 04/01/14
0
1897577 L55/G02 F 95,000.00 ZZ
180 94,719.32 1
105-26 133RD STREET 7.750 894.22 48
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RICHMOND HILL NY 11419 2 04/21/99 00
0431306125 05 06/01/99 0
SURUJLALL O 05/01/14
0
1897628 638/G02 F 32,000.00 ZZ
180 31,812.39 1
1361 WEST COTTONWOOD ROAD 7.875 303.50 34
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BANNING CA 92220 5 03/25/99 00
0431281732 05 05/01/99 0
8867003 N 04/01/14
0
1898004 N45/G02 F 95,400.00 ZZ
180 95,092.43 1
4428 LOLA DRIVE 6.750 844.20 81
6.500 844.20 118,000.00
JACKSONVILLE FL 32210 5 04/16/99 10
0431301068 05 06/01/99 12
00 O 05/01/14
0
1898410 196/G02 F 44,800.00 ZZ
180 44,381.46 1
926 SOUTH AVENUE 7.500 415.31 80
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SPRINGFIELD MO 65806 5 02/23/99 00
0431281336 05 04/01/99 0
1232094 N 03/01/14
0
1
1898424 196/G02 F 79,500.00 ZZ
180 78,540.98 4
1702 SOUTH LOOMIS 7.625 742.64 71
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CHICAGO IL 60608 5 02/01/99 00
0431281583 05 03/01/99 0
1223156 O 02/01/14
0
1898486 593/593 F 34,200.00 ZZ
180 33,992.77 1
217 N 6TH STREET 7.500 317.04 90
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OSBURN ID 83849 2 03/31/99 12
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0
1898694 K30/G02 F 34,600.00 ZZ
180 34,498.90 1
2891 SEELY DRIVE 7.875 328.16 56
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GRAND JUNCTION CO 81503 2 04/07/99 00
0431282292 05 06/01/99 0
61582 N 05/01/14
0
1898849 196/G02 F 56,000.00 ZZ
180 55,478.23 1
813 EAST FRANCIS STREET 7.250 511.21 55
7.000 511.21 102,000.00
CORONA CA 91719 5 02/19/99 00
0431286483 05 04/01/99 0
1242067 O 03/01/14
0
1898850 G72/G02 F 37,375.00 ZZ
180 37,375.00 1
2336 CRITTENDEN DRIVE 8.125 359.88 65
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LOUISVILLE KY 40217 5 05/10/99 00
0431335041 05 07/01/99 0
0000 N 06/01/14
0
1898985 196/G02 F 63,250.00 ZZ
180 62,529.48 1
1
62 SHAVER AVENUE 7.375 581.86 80
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SHAVERTOWN PA 18708 2 02/19/99 00
0431285105 05 04/01/99 0
1236145 O 03/01/14
0
1899023 196/G02 F 68,000.00 ZZ
180 67,592.45 1
443 HOLMES DRIVE 7.625 635.21 80
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SLIDELL LA 70460 5 03/16/99 00
0431285154 05 05/01/99 0
1235738 N 04/01/14
0
1899079 E23/G02 F 30,000.00 ZZ
180 29,910.39 1
2024 NE LIBERTY STREET 7.625 280.24 38
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PORTLAND OR 97211 2 04/05/99 00
0431283597 05 06/01/99 0
80100030 O 05/01/14
0
1899082 E23/G02 F 36,500.00 ZZ
180 36,390.97 1
9235 NORTH CHICAGO AVENUE 7.625 340.96 39
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PORTLAND OR 97203 2 04/05/99 00
0431284843 05 06/01/99 0
80100028 O 05/01/14
0
1899135 637/G02 F 45,000.00 ZZ
180 43,784.66 1
5937 WAINWRIGHT DRIVE 7.500 417.16 90
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RICHMOND VA 23225 2 09/09/98 01
0431305440 05 11/01/98 20
0011722485 N 10/01/13
0
1899155 E23/G02 F 30,000.00 ZZ
180 29,910.39 1
2105 NE LIBERTY STREET 7.625 280.24 38
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PORTLAND OR 97211 2 04/05/99 00
0431283522 05 06/01/99 0
1
80100031 O 05/01/14
0
1899207 731/G02 F 87,750.00 ZZ
180 87,501.98 2
2822 SYLVAN ROAD 8.250 851.30 90
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EAST POINT GA 30344 1 04/06/99 01
0431285899 05 06/01/99 25
314140671648 N 05/01/14
0
1899249 638/G02 F 34,200.00 ZZ
180 33,999.48 1
942 AVON STREET 7.875 324.37 90
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AKRON OH 44310 1 03/29/99 04
0431285634 05 05/01/99 12
8862963 N 04/01/14
0
1899256 A19/G02 F 125,000.00 ZZ
180 125,000.00 2
12-14 ST LAWRENCE STREET 7.875 1,185.56 66
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HAVERHILL MA 01830 5 05/25/99 00
0431341833 05 07/01/99 0
8475 N 06/01/14
0
1899299 828/G02 F 21,600.00 ZZ
180 21,537.57 1
1817 LIVE OAK 8.000 206.43 90
7.750 206.43 24,000.00
WACO TX 76707 1 04/22/99 11
0431317411 05 06/01/99 12
90010113 N 05/01/14
0
1899539 B75/G02 F 116,200.00 ZZ
180 115,518.69 1
1019 SOUTH JEFFERSON 7.875 1,102.10 70
7.625 1,102.10 166,000.00
LOCKPORT IL 60441 5 03/18/99 00
0431282615 05 05/01/99 0
6385967 N 04/01/14
0
1
1899559 225/225 F 43,200.00 ZZ
180 42,935.37 1
964 MARTHA DRIVE 7.375 397.41 90
7.125 397.41 48,000.00
FOREST PARK GA 30297 1 03/16/99 10
7107811 05 05/01/99 20
7107811 N 04/01/14
0
1899717 E45/G02 F 52,200.00 ZZ
180 51,384.54 1
2605 CRESTDALE CIRCLE 7.250 476.51 63
7.000 476.51 84,000.00
ATLANTA GA 30316 2 12/18/98 00
0431283811 05 02/01/99 0
46973 N 01/01/14
0
1899771 A52/G02 F 284,000.00 ZZ
180 283,170.15 1
815 SOUTH LAKE DRIVE 7.875 2,693.60 80
7.625 2,693.60 355,000.00
ONEIDA TN 37841 5 04/06/99 00
0431284017 05 06/01/99 0
8156 O 05/01/14
0
1899791 G88/G02 F 42,300.00 ZZ
180 42,183.07 3
38 SPOFFORD STREET 8.500 416.55 90
8.250 416.55 47,000.00
CLAREMONT NH 03743 1 04/12/99 01
0431286129 05 06/01/99 25
9903045 N 05/01/14
0
1899799 562/G02 F 32,000.00 ZZ
180 31,903.35 1
8911 S HOLLYBROOK BOULEVARD 7.500 296.65 52
UNIT 207 7.250 296.65 62,000.00
PEMBROKE PINES FL 33025 5 04/08/99 00
0431285337 01 06/01/99 0
597195 O 05/01/14
0
1899917 N24/G02 F 116,000.00 ZZ
180 115,649.67 1
993 PLEASANT VIEW 7.500 1,075.33 80
7.250 1,075.33 145,000.00
1
CASTLE ROCK CO 80104 5 04/27/99 00
0431321116 05 06/01/99 0
0000 O 05/01/14
0
1899940 G18/G02 F 74,175.00 ZZ
180 73,943.51 1
356 DEXTER DRIVE 7.125 671.90 75
6.875 671.90 98,900.00
LONG LAKE MN 55356 1 04/29/99 00
0431311158 01 06/01/99 0
1899940 N 05/01/14
0
1900011 J83/G02 F 68,000.00 ZZ
180 67,792.37 1
132 BAIN DR 7.375 625.55 70
7.125 625.55 98,000.00
LA VERGNE TN 37086 5 04/22/99 00
0431324813 05 06/01/99 0
273340 O 05/01/14
0
1900148 B57/G02 F 184,000.00 ZZ
180 183,413.15 1
6440 FARRALONE AVENUE 6.875 1,641.02 80
6.625 1,641.02 230,000.00
LOS ANGELES CA 91303 2 04/01/99 00
0431287424 05 06/01/99 0
9910803 O 05/01/14
0
1900185 F44/G02 F 122,400.00 ZZ
180 122,005.37 1
6327 XAVIER STREET 6.750 1,083.13 90
6.500 1,083.13 136,000.00
ARVADA CO 80003 5 04/09/99 10
0431285832 05 06/01/99 12
208458 O 05/01/14
0
1900241 A35/G02 F 103,000.00 ZZ
180 102,402.71 1
7555 SHANGRI-LA AVENUE 8.000 984.32 65
7.750 984.32 160,000.00
LAS VEGAS NV 89147 5 03/19/99 00
0431284165 03 05/01/99 0
00132 N 04/01/14
0
1
1900272 225/225 F 85,500.00 ZZ
180 85,244.59 3
1209 RATONE 7.625 798.69 90
7.375 798.69 95,000.00
MANHATTAN KS 66502 1 04/02/99 11
7118062 05 06/01/99 25
7118062 N 05/01/14
0
1900307 163/G02 F 195,000.00 ZZ
180 193,805.52 1
11835 E CALLE JAVELINA 7.375 1,793.85 60
7.125 1,793.85 325,000.00
TUCSON AZ 85748 5 03/26/99 00
0431284348 05 05/01/99 0
1816861553 O 04/01/14
0
1900523 944/G02 F 210,000.00 ZZ
180 209,330.24 1
4885 RUE BORDEAUX 6.875 1,872.89 70
6.625 1,872.89 300,000.00
SAN JOSE CA 95136 1 04/01/99 00
0431287507 05 06/01/99 0
17394 N 05/01/14
0
1900811 687/G02 F 17,550.00 ZZ
180 17,550.00 1
3314 PARKWOOD AVENUE 8.125 168.99 90
7.875 168.99 19,500.00
TOLEDO OH 43610 1 05/06/99 01
0431332972 05 07/01/99 25
1803166 N 06/01/14
0
1900814 637/G02 F 60,200.00 ZZ
180 59,831.23 1
241 MELINDA PLACE 7.375 553.80 70
7.125 553.80 86,000.00
VIRGINIA BEACH VA 23452 5 03/23/99 00
0431288000 05 05/01/99 0
0011270410 N 04/01/14
0
1900816 637/G02 F 650,000.00 ZZ
180 646,146.83 1
1
123 HARDY STREET 7.750 6,118.30 71
7.500 6,118.30 925,000.00
PRESQUE ISLE ME 04769 5 03/24/99 00
0431287952 05 05/01/99 0
8663098 N 04/01/14
0
1900868 M17/G02 F 170,000.00 ZZ
180 168,947.25 1
84 MANNING ROAD 7.250 1,551.87 66
7.000 1,551.87 260,000.00
ORANGE VT 05649 5 03/23/99 00
0431287887 05 05/01/99 0
990029 O 04/01/14
0
1900948 593/G02 F 51,000.00 T
180 50,529.93 1
150 W RIDGE VIEW DRIVE #239 7.375 469.17 75
7.125 469.17 68,000.00
BRIAN HEAD UT 84719 1 02/19/99 00
0431291095 01 04/01/99 0
0007321250 O 03/01/14
0
1901014 559/G02 F 150,000.00 ZZ
180 149,081.15 1
212 TUCKER STREET 7.375 1,379.89 57
7.125 1,379.89 267,000.00
HEALDSBURG CA 95448 5 03/23/99 00
0431297852 05 05/01/99 0
5584495 O 04/01/14
0
1901142 129/G02 F 62,400.00 ZZ
180 62,021.90 4
571 MILLER STREET 7.500 578.46 80
7.250 578.46 78,000.00
LUZERNE PA 18709 1 03/31/99 00
0431288083 05 05/01/99 0
3500341304 N 04/01/14
0
1902071 709/G02 F 35,800.00 ZZ
180 35,580.69 1
1730 E CASEY ROAD 7.375 329.34 25
7.125 329.34 146,000.00
PAHRUMP NV 89048 2 03/17/99 00
0431293273 05 05/01/99 0
1
429167 O 04/01/14
0
1902137 758/G02 F 44,650.00 ZZ
180 44,520.97 2
2606 & 2608 AVENUE 8.000 426.70 95
G 7.750 426.70 47,000.00
ROSENBERG TX 77471 1 04/28/99 04
0431318815 05 06/01/99 25
000 O 05/01/14
0
1902140 225/225 F 140,000.00 ZZ
120 138,388.54 4
102-104 PARK HILL AVENUE 7.500 1,661.83 70
7.250 1,661.83 200,000.00
YONKERS NY 10701 1 04/02/99 00
7113373 05 05/01/99 0
7113373 O 04/01/09
0
1902237 B75/G02 F 55,200.00 ZZ
180 54,940.48 1
4701 SW 54 TERRACE 8.000 527.52 60
7.750 527.52 92,000.00
DAVIS FL 33314 1 04/08/99 00
0431288604 05 06/01/99 0
6386387 N 05/01/14
0
1902257 E45/G02 F 32,000.00 ZZ
180 31,806.12 1
1002 WOODROW AVENUE 7.500 296.64 80
7.250 296.64 40,000.00
DUBLIN GA 31021 1 04/06/99 00
0431288349 05 05/01/99 0
49219 O 04/01/14
0
1902349 M76/G02 F 67,200.00 ZZ
180 66,997.05 1
305 WOODWIND COURT 7.500 622.95 80
7.250 622.95 84,000.00
NASHVILLE TN 37214 5 04/12/99 00
0431288224 05 06/01/99 0
891060 O 05/01/14
0
1
1902472 140/G02 F 50,000.00 ZZ
180 50,000.00 1
300 LEMON TREE CIRCLE 7.875 474.22 72
7.625 474.22 70,000.00
UNION GROVE AL 35175 1 05/06/99 00
0431322890 05 07/01/99 0
446331 N 06/01/14
0
1902578 225/225 F 53,100.00 ZZ
180 51,753.84 4
44 ORANGE ST 7.375 488.48 90
7.125 488.48 59,000.00
SPRINGFIELD MA 01108 1 03/31/99 11
7106585 05 05/01/99 20
7106585 N 04/01/14
0
1902605 637/G02 F 56,200.00 ZZ
180 56,032.11 1
5708 NW 69TH AVE 7.625 524.99 80
7.375 524.99 70,250.00
TAMARAC FL 33321 1 04/05/99 00
0431294271 03 06/01/99 0
0016972226 N 05/01/14
0
1902608 A35/G02 F 194,000.00 ZZ
180 194,000.00 1
240 NORTH VIRGINIA AVENUE 7.375 1,784.65 72
7.125 1,784.65 270,000.00
NORTH MASSAPEQU NY 11758 5 05/07/99 00
0431335306 05 07/01/99 0
000 O 06/01/14
0
1902611 813/813 F 390,000.00 ZZ
180 384,619.37 1
4445 ALAKOA STREET 7.000 3,505.44 73
6.750 3,505.44 540,000.00
HONOLULU HI 96821 5 01/14/99 00
981208001 05 03/01/99 0
981208001 O 02/01/14
0
1902622 637/G02 F 49,200.00 ZZ
180 49,053.03 1
2302 NW 54TH STREET 7.625 459.60 80
7.375 459.60 61,500.00
1
FT LAUDERDALE FL 33309 1 04/05/99 00
0431294057 03 06/01/99 0
0016972234 N 05/01/14
0
1902714 E86/G02 F 148,500.00 ZZ
180 148,075.59 2
156 SMITH AVENUE 8.125 1,429.88 90
7.875 1,429.88 165,000.00
ISLIP NY 11751 1 04/16/99 10
0431293281 05 06/01/99 25
000 N 05/01/14
0
1902728 144/144 F 55,000.00 ZZ
180 54,655.68 3
93 ANN STREET 7.125 498.21 60
6.875 498.21 93,000.00
NEWBURGH NY 12550 5 03/22/99 00
160638890 05 05/01/99 0
160638890 N 04/01/14
0
1902743 637/G02 F 68,250.00 ZZ
180 67,845.42 1
666 HALL STREET 7.750 642.42 65
7.500 642.42 105,000.00
WOODBURN OR 97071 5 03/25/99 00
0431301449 05 05/01/99 0
0015189947 N 04/01/14
0
1902744 637/G02 F 50,800.00 ZZ
180 50,648.25 1
425 SOUTH SOCONY PLACE 7.625 474.54 79
7.375 474.54 65,000.00
CASPER WY 82609 2 04/07/99 00
0431290238 05 06/01/99 0
0014953822 O 05/01/14
0
1902991 L47/G02 F 121,500.00 ZZ
180 120,755.74 1
205 BUCKINGHAM COURT 7.375 1,117.71 90
7.125 1,117.71 135,000.00
TOWNSEND DE 19734 5 03/09/99 10
0431290204 05 05/01/99 25
251588 O 04/01/14
0
1
1903000 825/G02 F 208,000.00 ZZ
180 207,398.91 1
325 FOUR O CLOCK RD 8.000 1,987.76 80
1038 7.750 1,987.76 260,000.00
BRECKENRIDGE CO 80424 1 04/12/99 00
0431294370 01 06/01/99 0
062 O 05/01/14
0
1903007 B75/G02 F 45,000.00 ZZ
180 42,576.60 1
126 BUTTERCUP LANE 7.875 426.80 90
7.625 426.80 50,000.00
DALLAS TX 75217 2 02/09/99 01
0431293117 05 04/01/99 25
6374052 N 03/01/14
0
1903206 593/593 F 89,250.00 ZZ
180 86,950.78 1
2175 WESTWIND DRIVE 7.000 802.21 85
6.750 802.21 105,000.00
POST FALLS ID 83854 5 09/28/98 12
0006378426 05 11/01/98 6
0006378426 O 10/01/13
0
1903207 B75/G02 F 45,000.00 ZZ
180 42,073.32 1
275 N NACHITA DRIVE 7.875 426.80 90
7.625 426.80 50,000.00
DALLAS TX 75217 2 02/09/99 21
0431316553 05 04/01/99 25
6374060 N 03/01/14
0
1903289 B75/G02 F 50,000.00 ZZ
180 49,669.67 1
2944 GRINDON LANE 6.500 435.55 63
6.250 435.55 80,000.00
PARKVILLE MD 21234 2 03/29/99 00
0431296201 05 05/01/99 0
6569859 N 04/01/14
0
1903344 638/G02 F 36,750.00 ZZ
180 36,642.61 1
1
2601 22ND STREET 7.875 348.56 70
7.625 348.56 52,500.00
DICKINSON TX 77539 5 04/06/99 00
0431295906 05 06/01/99 0
8862892 N 05/01/14
0
1903411 077/077 F 330,000.00 ZZ
180 328,947.51 1
311 WILLOWBROOK LANE 6.875 2,943.12 80
6.625 2,943.12 412,500.00
CINCINNATI OH 45215 5 04/14/99 00
341597 05 06/01/99 0
341597 O 05/01/14
0
1903619 196/G02 F 44,000.00 ZZ
180 43,136.71 1
127 HIAWATHA COURT 6.750 389.37 80
6.500 389.37 55,000.00
EAST PALATKA FL 32131 1 11/12/98 00
0431298074 01 01/01/99 0
1218851 O 12/01/13
0
1903629 A68/G02 F 250,000.00 ZZ
180 249,193.98 1
126 LAKEVIEW DRIVE 6.750 2,212.27 59
6.500 2,212.27 425,000.00
SUNNYVALE TX 75182 2 04/16/99 00
0431313667 05 06/01/99 0
0353694 O 05/01/14
0
1903663 F44/G02 F 65,600.00 ZZ
180 65,401.88 1
4015 52ND STREET WEST 7.500 608.12 80
7.250 608.12 82,000.00
BRADENTON FL 34209 5 04/15/99 00
0431299080 05 06/01/99 0
208435 O 05/01/14
0
1903695 455/G02 F 27,300.00 ZZ
180 27,225.38 1
802 SOUTH 7TH STREET 8.625 270.84 90
8.375 270.84 30,370.00
BAYTOWN TX 77520 1 04/15/99 01
0431304351 05 06/01/99 25
1
45058 N 05/01/14
0
1903708 225/225 F 40,000.00 ZZ
180 39,765.47 4
3825-27 DUNNICA AVENUE 7.875 379.38 50
7.625 379.38 80,000.00
ST LOUIS MO 63116 5 03/26/99 00
7118281 05 05/01/99 0
7118281 N 04/01/14
0
1903736 462/G02 F 52,000.00 ZZ
180 51,691.73 1
9700 HAMMOCKS BLVD #39-202 7.750 489.47 80
7.500 489.47 65,000.00
MIAMI FL 33196 1 03/30/99 00
0431304641 01 05/01/99 0
0006675706 N 04/01/14
0
1903768 B35/G02 F 390,000.00 ZZ
180 387,611.01 1
13441 LURAY ROAD 7.375 3,587.71 44
7.125 3,587.71 900,000.00
FORT LAUDERDALE FL 33330 2 03/31/99 00
0431299049 05 05/01/99 0
99002350 O 04/01/14
0
1903777 B75/G02 F 36,550.00 ZZ
180 36,323.66 1
7624 AVENUE F 7.250 333.65 65
7.000 333.65 56,240.00
HOUSTON TX 77012 5 03/31/99 00
0431301704 05 05/01/99 0
428682510 N 04/01/14
0
1903850 Q05/G02 F 79,000.00 ZZ
180 79,000.00 1
GETTERHILL ROAD 6.500 688.17 64
6.250 688.17 125,000.00
MASONVILLE NY 13804 2 04/30/99 00
0431331404 05 07/01/99 0
0000 O 06/01/14
0
1
1903871 B75/G02 F 99,000.00 ZZ
180 99,000.00 1
3501 SHADOWWOOD COURT 7.500 917.74 66
7.250 917.74 151,000.00
MOBILE AL 36693 2 05/10/99 00
0431334465 05 07/01/99 0
8415127 O 06/01/14
0
1903897 J95/J95 F 272,000.00 ZZ
180 270,164.17 1
35 PARDON WOODS LANE 6.250 2,332.20 73
6.000 2,332.20 375,000.00
EAST GREENWICH RI 02814 5 03/19/99 00
0016624777 05 05/01/99 0
0016624777 O 04/01/14
0
1903902 Q44/G02 F 44,000.00 ZZ
180 44,000.00 1
28534 CITATION DRIVE 8.125 423.67 37
7.875 423.67 120,000.00
ROSEVILLE MI 48066 5 05/05/99 00
0431324540 05 07/01/99 0
11396 O 06/01/14
0
1903963 B75/G02 F 45,000.00 ZZ
180 42,576.61 1
227 NORTH NACHITA DRIVE 7.875 426.80 90
7.625 426.80 50,000.00
DALLAS TX 75217 2 02/09/99 01
0431313188 05 04/01/99 25
6374185 N 03/01/14
0
1903965 B75/G02 F 45,000.00 ZZ
180 42,576.61 1
227 PRAIRIE GROVE DRIVE 7.875 426.80 90
7.625 426.80 50,000.00
DALLAS TX 75217 2 02/09/99 01
0431313162 05 04/01/99 25
6374177 N 03/01/14
0
1903979 758/G02 F 53,100.00 ZZ
180 53,100.00 1
2406 CHANAY LANE 7.625 496.02 90
7.375 496.02 59,000.00
1
KINGWOOD TX 77339 1 05/04/99 11
0431326768 05 07/01/99 25
32993 N 06/01/14
0
1904059 163/G02 F 265,000.00 ZZ
180 263,323.01 1
2221 SW 1ST AVENUE #1022 7.000 2,381.89 67
6.750 2,381.89 400,000.00
PORTLAND OR 97201 5 03/18/99 00
0431296615 01 05/01/99 0
816796304 O 04/01/14
0
1904121 562/G02 F 118,650.00 ZZ
180 118,259.12 1
24 HUTTON AVENUE UNIT 4-56 6.500 1,033.57 80
6.250 1,033.57 150,000.00
WEST ORANGE NJ 07052 2 04/19/99 00
0431306182 01 06/01/99 0
595710 O 05/01/14
0
1904352 637/G02 F 142,000.00 ZZ
180 141,571.14 1
43 HARRIETT AVE 7.500 1,316.36 67
7.250 1,316.36 215,000.00
BURLINGTON MA 01803 5 04/09/99 00
0431297456 05 06/01/99 0
0011492667 O 05/01/14
0
1904356 F44/G02 F 63,000.00 ZZ
180 62,815.92 1
1619 FIRETOWER ROAD 7.875 597.52 69
7.625 597.52 92,000.00
JONESBORO TWP NC 27330 5 04/22/99 00
0431305093 05 06/01/99 0
208626 O 05/01/14
0
1904358 196/G02 F 121,000.00 ZZ
180 120,250.68 2
409-411 PRAIRIE AVENUE 7.250 1,104.57 62
7.000 1,104.57 198,000.00
BOZEMAN MT 59718 2 03/16/99 00
0431299700 05 05/01/99 0
1235196 N 04/01/14
0
1
1904373 F18/G02 F 183,000.00 ZZ
180 182,465.27 1
192 SAN PEDRO CIRCLE 7.875 1,735.67 70
7.625 1,735.67 263,000.00
SAN JOSE CA 95110 2 04/16/99 00
0431301589 01 06/01/99 0
00699 N 05/01/14
0
1904427 964/G02 F 100,000.00 ZZ
180 99,691.31 1
6980 RIVERSIDE BOULEVARD 7.250 912.86 45
7.000 912.86 225,000.00
SACRAMENTO CA 95831 5 04/06/99 00
0431308154 05 06/01/99 0
54800 O 05/01/14
0
1904430 964/G02 F 80,000.00 ZZ
180 79,758.39 1
370 WEST COYOTE DRIVE 7.500 741.61 52
7.250 741.61 155,000.00
CARSON CITY NV 89704 2 04/14/99 00
0431297944 05 06/01/99 0
55463 O 05/01/14
0
1904453 225/225 F 22,500.00 ZZ
180 22,368.08 1
1110 SW PLASS 7.875 213.40 90
7.625 213.40 25,000.00
TOPEKA KS 66604 1 03/08/99 10
7114598 05 05/01/99 20
7114598 N 04/01/14
0
1904482 L96/G02 F 156,800.00 ZZ
180 156,326.44 1
3 SKYLINE LANE 7.500 1,453.56 80
7.250 1,453.56 196,000.00
POMONA CA 91766 1 04/16/99 00
0431304823 05 06/01/99 0
6990024 O 05/01/14
0
1904501 163/G02 F 267,200.00 ZZ
180 266,410.58 1
1
11565 SCRIPPS CREEK DRIVE 7.750 2,515.09 80
7.500 2,515.09 334,000.00
SAN DIEGO CA 92131 2 04/05/99 00
0431305242 03 06/01/99 0
1416847180 O 05/01/14
0
1904505 514/G02 F 119,000.00 ZZ
180 116,180.30 2
2131 N MAPLEWOOD AVE 7.500 1,103.14 75
7.250 1,103.14 160,000.00
CHICAGO IL 60647 5 10/23/98 00
0431306695 05 12/01/98 0
373580 O 11/01/13
0
1904555 637/G02 F 53,000.00 ZZ
180 52,841.68 1
6-8 MARION STREET 7.625 495.09 43
7.375 495.09 126,000.00
HAVERHILL MA 01832 5 04/12/99 00
0431306075 05 06/01/99 0
0011489044 N 05/01/14
0
1904566 638/G02 F 92,000.00 ZZ
180 91,737.07 1
120 KIRKWOOD AVENUE #5 8.125 885.85 80
7.875 885.85 115,000.00
SAN FRANCISCO CA 94124 2 04/05/99 00
0431302199 01 06/01/99 0
8870080 N 05/01/14
0
1904737 E38/G02 F 151,500.00 ZZ
180 151,062.19 1
1748 KAYS CREEK CIRCLE 8.000 1,447.81 75
7.750 1,447.81 202,000.00
LAYTON UT 84040 5 04/20/99 00
0431300235 05 06/01/99 0
988037 O 05/01/14
0
1904874 J95/J95 F 352,000.00 ZZ
180 349,748.24 1
4251 CHIMNEYS WEST DRIVE 6.875 3,139.33 80
6.625 3,139.33 440,000.00
HAYMARKET VA 20169 5 03/25/99 00
0016606816 05 05/01/99 0
1
0016606816 O 04/01/14
0
1904926 K88/G02 F 70,000.00 ZZ
180 69,795.46 1
11 PENNINGTON ROAD 7.875 663.92 70
7.625 663.92 100,100.00
NEW BRUNSWICK NJ 08901 1 04/15/99 00
0431320894 05 06/01/99 0
10827 N 05/01/14
0
1905013 828/G02 F 66,400.00 ZZ
180 66,210.22 1
6306 BROADMEADOW 8.125 639.36 80
7.875 639.36 83,000.00
SAN ANTONIO TX 78240 1 05/07/99 00
0431323872 05 06/01/99 0
97440003 N 05/01/14
0
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619058749 01 06/01/99 0
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0431334135 05 07/01/99 0
990033 O 06/01/14
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0
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1
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0241022 O 05/01/14
0
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9310094 O 05/01/14
0
1906767 637/G02 F 68,000.00 ZZ
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TURLOCK CA 95380 5 04/19/99 00
0431336098 05 06/01/99 0
1
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0
1906785 808/G02 F 127,100.00 ZZ
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LOS ANGELES CA 91406 5 03/19/99 00
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9500105 O 04/01/14
0
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0
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0
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0
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6262265 O 05/01/14
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1
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180 72,489.91 1
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WHEELING IL 60090 2 04/19/99 00
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7314955 O 05/01/14
0
1906986 561/G02 F 126,000.00 ZZ
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RICHMOND VA 23221 1 04/28/99 00
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9780990 N 05/01/14
0
1907136 163/G02 F 76,000.00 ZZ
120 75,578.74 1
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LEICESTER MA 01524 5 04/20/99 00
0431319268 05 06/01/99 0
0373789166 O 05/01/09
0
1907188 638/G02 F 28,000.00 ZZ
180 27,919.09 1
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HOUSTON TX 77009 1 04/21/99 00
0431316629 01 06/01/99 0
08877960 O 05/01/14
0
1907324 196/G02 F 28,000.00 ZZ
180 27,828.48 1
2826 LEGION STREET 7.375 257.58 70
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LAKE CHARLES LA 70615 5 03/18/99 00
0431309905 05 05/01/99 0
1243350 N 04/01/14
0
1907512 076/076 F 543,750.00 ZZ
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2565 NORTHWIND ROAD 6.875 4,849.46 75
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1
LEXINGTON KY 40511 5 03/12/99 00
7812438 05 05/01/99 0
7812438 O 04/01/14
0
1907529 G81/G02 F 72,000.00 ZZ
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MIAMI FL 33165 1 04/30/99 00
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021904059 O 05/01/14
0
1907560 F03/G02 F 50,000.00 ZZ
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ALBUQUERQUE NM 87112 5 04/26/99 00
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SCOTTSDALE AZ 85257 1 04/19/99 00
0431314012 05 06/01/99 0
98504717 O 05/01/14
0
1907925 183/G02 F 35,000.00 ZZ
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ONEIDA NY 13421 5 04/12/99 00
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800050674 O 04/16/14
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1908028 561/561 F 87,100.00 ZZ
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ALLENTOWN PA 18103 2 04/16/99 00
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9744202 O 05/01/14
0
1
1908171 201/G02 F 150,000.00 ZZ
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3174 KINGS ARMS COURT 6.500 1,306.67 60
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ATLANTA GA 30345 2 04/12/99 00
0431318294 05 06/01/99 0
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0
1908275 L66/G02 F 254,000.00 ZZ
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249 BROOKSHIRE PLACE 7.250 2,318.67 82
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BREA CA 92821 5 05/13/99 10
0431338748 05 07/01/99 6
0000 O 06/01/14
0
1908441 Q05/G02 F 118,000.00 ZZ
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0431329101 05 07/01/99 0
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0
1908573 975/G02 F 81,000.00 ZZ
180 80,749.96 1
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SANTA ANA CA 92704 5 04/28/99 00
0431330307 05 06/01/99 0
991166 O 05/01/14
0
1908591 201/G02 F 50,000.00 ZZ
180 49,855.50 1
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RIVERDALE GA 30274 2 04/14/99 00
0431318922 05 06/01/99 0
407260 N 05/01/14
0
1908606 E38/G02 F 93,600.00 ZZ
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1
3313 MENSCH COURT 7.750 881.03 80
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CARMICHAEL CA 95608 2 04/22/99 00
0431329671 03 06/01/99 0
0000 O 05/01/14
0
1908655 140/G02 F 61,200.00 ZZ
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MCCALLA AL 35111 5 04/30/99 01
0431321504 05 06/01/99 6
446819 O 05/01/14
0
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25071 CAMINO DEL MAR #F 7.875 948.45 64
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LAGUNA NIGUEL CA 92677 1 05/05/99 00
0431327220 01 07/01/99 0
0000 O 06/01/14
0
1908894 B75/G02 F 58,000.00 ZZ
180 57,836.07 2
3660-62 DIANE STREET 8.250 562.68 90
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LEBANON IN 46052 1 04/16/99 11
0431321868 07 06/01/99 25
6491922 N 05/01/14
0
1908899 140/G02 F 57,240.00 ZZ
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BIRMINGHAM AL 35205 1 05/26/99 01
0431341452 05 07/01/99 12
449312 N 06/01/14
0
1909057 134/G02 F 41,250.00 ZZ
180 41,126.78 1
214 W. FIRST STREET 7.625 385.33 75
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TYLER TX 75701 1 04/27/99 00
0431319615 05 06/01/99 0
1
7850052 O 05/01/14
0
1909208 882/G02 F 135,000.00 ZZ
180 135,000.00 1
611 NE 55 STREET 7.000 1,213.42 72
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MIAMI FL 33137 2 05/03/99 00
0431320605 05 07/01/99 0
0000 O 06/01/14
0
1909303 664/G02 F 168,000.00 ZZ
180 167,464.18 1
10120 DUNDALK STREET 6.875 1,498.32 80
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FAIRFAX VA 22032 1 04/28/99 00
0431322171 05 06/01/99 0
3078490 O 05/01/14
0
1909340 E45/G02 F 109,500.00 ZZ
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PHENIX CITY AL 36867 2 04/22/99 00
0431320803 05 06/01/99 0
50894 O 05/01/14
0
1909386 E86/G02 F 113,600.00 ZZ
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0431329010 05 07/01/99 0
0000040815 O 06/01/14
0
1909542 F44/G02 F 44,800.00 ZZ
180 44,800.00 1
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PUEBLO CO 81001 2 05/07/99 00
0431323617 05 07/01/99 0
208709 O 06/01/14
0
1
1909550 225/225 F 107,200.00 ZZ
180 106,872.67 1
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712622800 O 05/01/14
0
1909554 637/G02 F 60,000.00 ZZ
180 60,000.00 1
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0010261568 N 06/01/14
0
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180 65,208.90 1
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0431323567 05 06/01/99 0
0011390358 O 05/01/14
0
1909589 369/G02 F 235,400.00 ZZ
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0071415921 O 05/01/14
0
1909590 369/G02 F 175,000.00 ZZ
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6250 KIPPS COLONY COURT #302 7.625 1,634.73 72
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GULFPORT FL 33707 1 04/16/99 00
0431323377 01 06/01/99 0
007145267 O 05/01/14
0
1909597 369/G02 F 68,200.00 ZZ
180 67,994.03 1
3438 WINDRIDGE DRIVE 7.500 632.22 54
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1
GARLAND TX 75043 2 04/19/99 00
0431323336 05 06/01/99 0
0071333207 O 05/01/14
0
1909709 F03/G02 F 441,150.00 ZZ
180 441,150.00 1
8634 S WILLOW DRIVE 7.625 4,120.91 85
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TEMPE AZ 85284 1 05/04/99 11
0431321900 05 07/01/99 12
MES11303 O 06/01/14
0
1909758 940/G02 F 41,850.00 ZZ
180 41,850.00 1
14300 AUGUSTA DRIVE 8.250 406.01 90
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VICTORVILLE CA 92392 1 04/30/99 01
0431331347 01 07/01/99 25
35449 N 06/01/14
0
1910072 313/G02 F 332,000.00 ZZ
180 330,975.12 1
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MACON GA 31211 2 04/26/99 00
0431326891 05 06/01/99 0
6361679 O 05/01/14
0
1910279 B75/G02 F 82,800.00 ZZ
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MIAMI FL 33175 2 04/27/99 00
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8395444 O 05/01/14
0
1910287 B75/G02 F 210,000.00 ZZ
180 209,393.13 3
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MIAMI FL 33133 2 04/29/99 00
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6536973 O 05/01/14
0
1
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15891 O 05/01/14
0
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PLAINFIELD NJ 07060 2 05/07/99 00
0431328491 05 07/01/99 0
10231 O 06/01/14
0
1910348 664/G02 F 160,000.00 ZZ
180 159,511.45 1
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COPPELL TX 75019 2 04/30/99 00
0431328681 05 06/01/99 0
000 O 05/01/14
0
1910476 638/G02 F 110,000.00 ZZ
180 109,675.02 1
3016 SPROWL ROAD 7.750 1,035.40 76
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LOUISVILLE KY 40299 1 04/26/99 00
0431325802 01 06/01/99 0
8873619 O 05/01/14
0
1910483 638/G02 F 24,500.00 ZZ
180 24,429.20 2
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TOLEDO OH 43605 5 04/22/99 00
0431325828 05 06/01/99 0
8855382 N 05/01/14
0
1910560 638/G02 F 142,500.00 ZZ
180 142,078.99 1
1
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0431331164 05 06/01/99 0
8878836 O 05/01/14
0
1911230 757/G02 F 45,500.00 ZZ
180 45,500.00 2
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CHATTANOOGA TN 37416 5 05/06/99 00
0431329762 05 07/01/99 0
7883275 N 06/01/14
0
1911262 J83/G02 F 224,000.00 ZZ
180 223,323.49 1
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BIRMINGHAM AL 35242 2 04/21/99 00
0431330802 03 06/01/99 0
272935 O 05/01/14
0
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180 50,844.27 1
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MIAMI FL 33196 1 04/23/99 00
0431331578 01 06/01/99 0
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0
1911452 462/G02 F 46,500.00 ZZ
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MIAMI FL 33196 1 04/23/99 00
0431331537 01 06/01/99 0
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0
1911455 462/G02 F 60,000.00 ZZ
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NEW PORT RICHEY FL 34653 1 03/31/99 00
0431331545 03 05/01/99 0
1
0006567309 O 04/01/14
0
1911565 H93/G02 F 62,400.00 ZZ
180 62,203.13 4
1440 N NORMAN AVE 7.000 560.87 80
6.750 560.87 78,000.00
MOORE OK 73160 1 04/22/99 00
0431330745 05 06/01/99 0
9918586 N 05/01/14
0
1911620 638/G02 F 55,900.00 ZZ
180 55,738.46 1
1102 CARDINAL ROAD 8.000 534.21 75
7.750 534.21 75,200.00
RICHMOND TX 77469 2 04/26/99 00
0431333368 05 06/01/99 0
08874846 O 05/01/14
0
1911622 638/G02 F 318,750.00 ZZ
180 317,787.34 1
931 DAVIS PLACE ROAD 7.500 2,954.85 75
7.250 2,954.85 425,000.00
MT SHASTA CA 96067 2 04/23/99 00
0431333814 05 06/01/99 0
08872271 O 05/01/14
0
1911632 455/G02 F 38,500.00 ZZ
180 38,500.00 1
468 ELM ST 8.000 367.93 70
7.750 367.93 55,000.00
HINESVILLE GA 31313 2 05/11/99 00
0431332964 05 07/01/99 0
84444 N 06/01/14
0
1912038 F44/G02 F 46,800.00 ZZ
120 46,800.00 1
209 FRANCIS STREET 6.750 537.38 80
6.500 537.38 58,500.00
BONNE TERRE MO 63628 5 05/12/99 00
0431332436 05 07/01/99 0
208717 O 06/01/09
0
1
1912047 B90/G02 F 33,600.00 ZZ
180 33,600.00 2
704-706 ROYAL AVENUE 8.500 330.87 70
8.250 330.87 48,000.00
ROCKFORD IL 61101 5 05/10/99 00
0431331305 05 07/01/99 0
000 N 06/01/14
0
1912058 225/225 F 40,600.00 ZZ
180 40,477.38 1
4507 ASHBY ROAD 7.500 376.37 70
7.250 376.37 58,000.00
ST ANN MO 63074 2 04/22/99 00
7126399 05 06/01/99 0
7126399 N 05/01/14
0
1912599 K56/G02 F 250,000.00 ZZ
180 250,000.00 1
4100 BELMONT DRIVE 8.125 2,407.21 74
7.875 2,407.21 340,000.00
HOOD RIVER OR 97031 2 05/04/99 00
0431331693 05 07/01/99 0
1060087 O 06/01/14
0
1912625 N66/G02 F 100,000.00 ZZ
180 100,000.00 1
10 BARROWS TOWN ROAD 8.250 970.15 58
8.000 970.15 175,000.00
SHERBURNE VT 05751 1 05/21/99 00
0431336353 05 07/01/99 0
0000 O 06/01/14
0
1912705 638/G02 F 424,000.00 ZZ
180 424,000.00 1
4525 DARTMOORE LANE 7.250 3,870.54 80
7.000 3,870.54 530,000.00
COLLEYVILLE TX 76034 2 04/29/99 00
0431334978 05 07/01/99 0
08885124 O 06/01/14
0
1912708 253/253 F 55,800.00 ZZ
180 55,627.75 1
600 AVE J EAST 7.250 509.38 88
7.000 509.38 64,000.00
1
GRAND PRARIE TX 75050 2 04/30/99 11
935559 01 06/01/99 12
935559 N 05/01/14
0
1912788 163/G02 F 200,000.00 ZZ
180 200,000.00 1
1085 DAVIS ROAD 7.500 1,854.02 80
7.250 1,854.02 250,000.00
WEST FALLS NY 14170 2 05/04/99 00
0431336601 05 07/01/99 0
0373796214 O 06/01/14
0
1912990 F44/G02 F 88,700.00 ZZ
180 88,700.00 1
2210 NORTHVIEW DRIVE 6.750 784.91 80
6.500 784.91 111,000.00
MARION IA 52302 5 05/14/99 00
0431335496 05 07/01/99 0
208710 O 06/01/14
0
1913006 637/G02 F 55,900.00 ZZ
180 55,900.00 1
8205 NW 59TH STREET 8.000 534.21 80
7.750 534.21 69,900.00
TAMARAC FL 33309 1 05/14/99 00
0431336858 03 07/01/99 0
0016974313 N 06/01/14
0
1913112 638/G02 F 62,100.00 ZZ
180 62,100.00 3
281 MOUNTVILLE DRIVE 8.000 593.46 90
7.750 593.46 69,000.00
SWATARA TOWNSHI PA 17046 1 05/14/99 10
0431338797 05 07/01/99 25
08879625TER N 06/01/14
0
1913114 638/G02 F 111,000.00 ZZ
180 111,000.00 2
281 NEVADA STREET 8.000 1,060.77 35
7.750 1,060.77 320,000.00
NEWTON MA 02160 5 05/03/99 00
0431338615 05 07/01/99 0
08881926 O 06/01/14
0
1
1913261 830/G02 F 33,600.00 ZZ
180 33,600.00 1
210 STILLWELL AVENUE 7.875 318.68 68
7.625 318.68 49,500.00
PALATKA FL 32177 1 05/17/99 00
0431339357 05 07/01/99 0
1922079 N 06/01/14
0
1913348 E66/E66 F 212,000.00 ZZ
180 211,366.72 1
4906 DOWNING CREEK DRIVE 7.625 1,980.36 80
7.375 1,980.36 265,000.00
CHARLOTTE NC 28269 1 04/06/99 00
600490268 03 06/01/99 0
600490268 O 05/01/14
0
1913507 664/G02 F 124,000.00 ZZ
180 124,000.00 1
6169 ALBEMARLE STREET 7.500 1,149.50 80
7.250 1,149.50 155,000.00
SAN DIEGO CA 92139 2 05/06/99 00
0431342237 05 07/01/99 0
0002916229 O 06/01/14
0
1913510 757/G02 F 31,500.00 ZZ
180 31,500.00 1
607 CHARLES AVE 8.125 303.31 90
7.875 303.31 35,000.00
ST PAUL MN 55103 1 05/01/99 01
0431337609 05 07/01/99 25
8275307 N 06/01/14
0
1913515 757/G02 F 39,600.00 ZZ
180 39,600.00 1
904 GERANIUM AVENUE 8.125 381.31 90
7.875 381.31 44,000.00
ST PAUL MN 55106 1 05/14/99 01
0431337344 05 07/01/99 25
8275927 N 06/01/14
0
1913538 H04/G02 F 100,000.00 ZZ
180 100,000.00 2
1
9300 MCNERNEY AVENUE 7.875 948.45 53
7.625 948.45 190,000.00
SOUTH GATE CA 90280 5 05/10/99 00
0431339803 05 07/01/99 0
323942 O 06/01/14
0
1914215 685/G02 F 195,000.00 ZZ
180 195,000.00 1
3360 AMY DRIVE 7.125 1,766.38 74
6.875 1,766.38 267,000.00
CORONA CA 91720 5 05/12/99 00
0431342674 05 07/01/99 0
118564 O 06/01/14
0
1914557 J95/J95 F 565,000.00 ZZ
180 563,255.86 1
5109 OAK LANE 7.250 5,157.68 80
7.000 5,157.68 715,000.00
ARLINGTON TX 76017 5 04/15/99 00
0013954946 05 06/01/99 0
0013954946 O 05/01/14
0
1916599 A50/A50 F 161,250.00 ZZ
180 161,250.00 1
504 PARTRIDGE DRIVE 7.125 1,460.65 73
6.875 1,460.65 222,000.00
ALBANY GA 31707 5 05/17/99 00
119848 05 07/01/99 0
119848 O 06/01/14
0
1917303 966/G02 F 105,000.00 ZZ
180 105,000.00 1
3211 A & B CARDINAL CREEK 6.875 936.45 70
6.625 936.45 150,000.00
BENTONVILLE AR 72712 2 05/20/99 00
0431350982 05 07/01/99 0
30011247 N 06/01/14
0
1918059 P58/G02 F 292,000.00 ZZ
180 292,000.00 1
251 HAMILTON ROAD 7.750 2,748.53 80
7.500 2,748.53 365,000.00
MERION STATION PA 19066 5 05/24/99 00
0431350024 05 07/01/99 0
1
070388945 O 06/01/14
0
2726206 623/623 F 40,375.00 ZZ
180 39,683.07 1
75-6008 ALII DRIVE 8.500 397.59 95
#104 8.250 397.59 42,500.00
KAILUA KONA HI 96740 1 11/01/98 11
6244038 01 01/01/99 30
6244038 O 12/01/13
0
2740859 354/354 F 92,000.00 T
180 81,213.22 1
1507 ESTANCIA CIRLE 7.875 872.58 72
7.625 872.58 128,500.00
WESTON FL 33327 2 01/25/99 00
0027597384 03 03/01/99 0
0027597384 O 02/01/14
0
2745667 K08/G02 F 168,100.00 ZZ
180 166,550.69 2
93-45 106TH STREET 7.375 1,546.39 72
7.125 1,546.39 235,000.00
OZONE PARK NY 11416 5 02/10/99 00
0411201775 05 04/01/99 0
0411201775 O 03/01/14
0
2745938 K08/G02 F 36,900.00 ZZ
180 36,584.97 1
1276 PONDVIEW AVENUE 8.250 357.98 90
8.000 357.98 41,000.00
AKRON OH 44305 1 02/17/99 04
0411278401 05 04/01/99 20
0411278401 N 03/01/14
0
2746753 K08/G02 F 39,950.00 ZZ
180 39,589.73 1
909 WEST OAKRIDGE ROAD 7.625 373.18 80
7.375 373.18 49,990.00
ORLANDO FL 32809 1 02/12/99 00
0411279979 01 04/01/99 0
0411279979 O 03/01/14
0
1
2747439 K08/G02 F 34,450.00 ZZ
180 34,162.32 1
308 E. WILLIAMS ST. 8.500 339.24 90
8.250 339.24 38,300.00
KENDALLVILLE IN 46755 1 02/19/99 04
0411264534 05 04/01/99 20
0411264534 N 03/01/14
0
2747456 K08/G02 F 29,450.00 ZZ
180 29,181.49 1
3417 WILBARGER STREET 7.500 273.01 83
7.250 273.01 35,500.00
FORT WORTH TX 76119 2 02/19/99 10
0411273188 05 04/01/99 12
0411273188 N 03/01/14
0
2749230 K08/G02 F 202,000.00 ZZ
180 199,446.17 1
977 HAMILTON LANE 7.250 1,843.98 73
7.000 1,843.98 280,000.00
KINGSTON TN 37763 2 02/19/99 00
0411293459 05 04/01/99 0
0411293459 O 03/01/14
0
2749298 K08/G02 F 140,500.00 ZZ
180 139,219.05 3
28 OSBORNE STREET 7.500 1,302.45 64
7.250 1,302.45 220,000.00
DANBURY CT 06810 2 02/24/99 00
0411276991 05 04/01/99 0
0411276991 N 03/01/14
0
2750073 K08/G02 F 100,000.00 ZZ
180 98,832.46 1
16191 SW 23RD STREET 8.000 955.66 67
7.750 955.66 149,900.00
MIRAMAR FL 33029 1 01/08/99 00
0411233604 03 03/01/99 0
0411233604 O 02/01/14
0
2751890 K08/G02 F 160,000.00 ZZ
180 158,525.33 1
1615 PALMA PLAZA 7.375 1,471.88 80
7.125 1,471.88 200,000.00
1
AUSTIN TX 78703 1 03/01/99 00
0411303266 05 04/01/99 0
0411303266 O 03/01/14
0
2751951 K08/G02 F 40,000.00 ZZ
180 39,639.27 1
4347 W. CRITTENDEN AVENUE 7.625 373.65 60
7.375 373.65 67,000.00
PHOENIX AZ 85031 5 02/25/99 00
0411293202 05 04/01/99 0
0411293202 N 03/01/14
0
2752018 K08/G02 F 143,000.00 ZZ
180 141,696.24 2
1626 EAST 32ND STREET 7.500 1,325.63 65
7.250 1,325.63 220,000.00
BROOKLYN NY 11234 5 02/26/99 00
0411245319 05 04/01/99 0
0411245319 N 03/01/14
0
2752057 K08/G02 F 300,000.00 ZZ
180 297,174.57 1
7777 IVES 7.125 2,717.49 42
6.875 2,717.49 724,000.00
GROSSE ILE MI 48138 5 02/10/99 00
0411214661 05 04/01/99 0
0411214661 O 03/01/14
0
2752079 K08/G02 F 62,400.00 ZZ
120 61,341.31 1
8651 WELLINGTON LOOP 7.500 740.70 80
7.250 740.70 78,000.00
KISSIMMEE FL 34747 1 02/23/99 00
0411288285 03 04/01/99 0
0411288285 N 03/01/09
0
2752693 K08/G02 F 38,500.00 ZZ
180 38,072.16 1
708 PHYLLIS COURT 7.750 362.39 67
7.500 362.39 58,000.00
CONROE TX 77303 2 02/25/99 00
0411284839 05 04/01/99 0
0411284839 O 03/01/14
0
1
2752710 K08/G02 F 99,200.00 ZZ
180 98,343.69 1
5707 SOUTH HICKORY WAY 8.125 955.18 80
7.875 955.18 125,000.00
LITTLETON CO 80120 2 03/02/99 00
0411309305 05 04/01/99 0
0411309305 N 03/01/14
0
2752711 K08/G02 F 104,000.00 ZZ
180 103,102.25 2
833 EMPORIA STREET 8.125 1,001.40 80
7.875 1,001.40 130,000.00
AURORA CO 80010 2 03/02/99 00
0411309222 05 04/01/99 0
0411309222 N 03/01/14
0
2752713 K08/G02 F 95,550.00 ZZ
180 94,659.77 2
154 SOUTH HAZEL COURT 7.250 872.24 65
7.000 872.24 147,000.00
DENVER CO 80219 5 02/25/99 00
0411270713 05 04/01/99 0
0411270713 O 03/01/14
0
2754748 286/286 F 32,000.00 ZZ
180 31,410.97 1
7310 COPENHAGEN DR 7.500 296.65 85
7.250 296.65 38,000.00
PANAMA CITY FL 32404 1 11/12/98 11
0008646264 05 01/01/99 25
0008646264 N 12/01/13
0
2754749 286/286 F 32,678.00 ZZ
180 32,193.94 1
654 45TH ST 7.875 309.94 60
7.625 309.94 55,000.00
NEWPORT NEWS VA 23607 1 12/02/98 00
0008743173 05 02/01/99 0
0008743173 N 01/01/14
0
2754751 286/286 F 81,200.00 ZZ
180 80,010.96 1
1
77 SALEM PL 8.000 775.99 70
7.750 775.99 116,000.00
CLIFFWOOD NJ 07721 5 12/21/98 00
0008747149 05 02/01/99 0
0008747149 N 01/01/14
0
2754752 286/286 F 59,400.00 ZZ
180 58,689.99 1
4100 LAMPLIGHTER DR 8.250 576.27 75
8.000 576.27 80,000.00
RICHMOND VA 23234 1 01/08/99 11
0008769098 05 03/01/99 25
0008769098 N 02/01/14
0
2754753 286/286 F 49,280.00 ZZ
180 48,501.81 1
6800 FAIRPINES RD 7.125 446.40 66
6.875 446.40 75,000.00
CHESTERFIELD VA 23832 1 12/29/98 00
0008769102 05 02/01/99 0
0008769102 N 01/01/14
0
2754754 286/286 F 44,000.00 ZZ
180 43,145.83 1
30 FAIRVIEW ST 6.875 392.42 80
6.625 392.42 55,000.00
GREENFIELD MA 01301 1 12/01/98 00
0008772367 05 01/01/99 0
0008772367 O 12/01/13
0
2754755 286/286 F 58,500.00 ZZ
180 57,723.95 2
58 60 IONIA ST 9.125 597.71 75
8.875 597.71 78,000.00
SPRINGFIELD MA 01109 2 12/30/98 00
0008772431 05 02/01/99 0
0008772431 N 01/01/14
0
2754756 286/286 F 53,200.00 ZZ
180 52,494.25 3
211 213 OAKLAND ST 9.125 543.56 70
8.875 543.56 76,000.00
SPRINGFIELD MA 01108 5 12/30/98 00
0008772432 05 02/01/99 0
1
0008772432 N 01/01/14
0
2754758 286/286 F 31,200.00 ZZ
180 30,625.71 1
591 BELLEVUE AVE 7.500 289.23 73
7.250 289.23 43,000.00
TRENTON NJ 08618 1 11/23/98 00
0008970167 05 01/01/99 0
0008970167 N 12/01/13
0
2754759 286/286 F 72,975.00 ZZ
180 72,069.42 3
609 26TH STREET 8.250 707.96 69
8.000 707.96 106,000.00
UNION CITY NJ 07087 2 02/03/99 00
0008970383 05 03/01/99 0
0008970383 N 02/01/14
0
2754760 286/286 F 21,050.00 ZZ
180 20,501.38 1
6806 E. 17TH ST 8.375 205.75 90
8.125 205.75 23,425.00
KANSAS CITY MO 64126 1 08/31/98 11
0008972404 05 10/01/98 30
0008972404 N 09/01/13
0
2754762 286/286 F 40,500.00 ZZ
180 39,845.66 1
547 S MAIN ST 9.000 410.78 87
8.750 410.78 47,000.00
NAUGATUCK CT 06770 1 11/24/98 11
0009014468 05 01/01/99 25
0009014468 N 12/01/13
0
2754763 286/286 F 60,000.00 T
180 59,072.61 1
UNIT #23 ROSEBROOK TOWNHOUSE 7.375 551.96 61
7.125 551.96 99,000.00
CARROLL NH 03595 1 12/10/98 00
0009056474 01 02/01/99 0
0009056474 O 01/01/14
0
1
2754764 286/286 F 41,400.00 ZZ
180 41,046.54 1
4 AVON ST 8.250 401.64 83
8.000 401.64 50,000.00
CONCORD NH 03301 1 02/18/99 11
0009056578 05 04/01/99 20
0009056578 N 03/01/14
0
2754765 286/286 F 50,750.00 ZZ
180 49,893.27 1
410 RAVENSCROFT ROAD 8.500 499.76 70
8.250 499.76 72,500.00
WEST COLUMBIA SC 29169 5 12/03/98 00
0009343151 05 01/01/99 0
0009343151 N 12/01/13
0
2754766 286/286 F 55,000.00 ZZ
180 53,987.64 1
101 ARDMORE PLACE, UNIT 1 7.500 509.86 65
7.250 509.86 85,000.00
ATLANTA GA 30309 2 11/30/98 00
0009343394 01 01/01/99 0
0009343394 O 12/01/13
0
2754767 286/286 F 56,700.00 ZZ
180 55,678.51 1
2606 THE TER 7.750 533.71 86
7.500 533.71 66,000.00
RICHMOND VA 23222 1 11/25/98 11
0009351545 05 01/01/99 25
0009351545 N 12/01/13
0
2754769 286/286 F 31,200.00 ZZ
180 27,515.90 1
516 COBBLE CREEK CURVE 8.000 298.17 57
7.750 298.17 55,000.00
NEWARK DE 19702 5 10/26/98 00
0009361162 01 12/01/98 0
0009361162 N 11/01/13
0
2754770 286/286 F 56,500.00 ZZ
180 55,803.53 1
12407 CUTLER RIDGE 7.375 519.76 52
7.125 519.76 110,000.00
1
RICHMOND VA 23233 2 01/20/99 00
0009365610 05 03/01/99 0
0009365610 N 02/01/14
0
2754771 286/286 F 123,700.00 T
180 121,471.51 1
42088 ELDERBERRY LN 7.750 1,164.36 75
7.500 1,164.36 165,000.00
SHAVER LAKE CA 93664 5 11/24/98 00
0009369541 03 01/01/99 0
0009369541 O 12/01/13
0
2754772 286/286 F 59,600.00 ZZ
180 58,491.16 2
321 W MINARETS AVE 7.375 548.28 75
7.125 548.28 79,500.00
PINEDALE CA 93650 2 11/24/98 00
0009369552 05 01/01/99 0
0009369552 N 12/01/13
0
2754773 286/286 F 42,400.00 ZZ
180 41,576.89 1
253 W PINEDALE ST 6.875 378.15 80
6.625 378.15 53,000.00
PINEDALE CA 93650 2 11/24/98 00
0009369553 05 01/01/99 0
0009369553 N 12/01/13
0
2754774 286/286 F 42,500.00 ZZ
180 41,674.96 1
450 W FIR AVE 6.875 379.04 79
6.625 379.04 54,000.00
PINEDALE CA 93650 2 11/24/98 00
0009369556 05 01/01/99 0
0009369556 N 12/01/13
0
2754775 286/286 F 52,500.00 ZZ
180 51,543.97 1
2708 W PONTIAC WY 7.625 490.42 70
7.375 490.42 75,000.00
FRESNO CA 93705 2 11/10/98 00
0009369568 05 01/01/99 0
0009369568 N 12/01/13
0
1
2754776 286/286 F 40,000.00 ZZ
180 39,260.01 1
22420 LIBBY RD 7.750 376.52 53
7.500 376.52 76,000.00
BEDFORD HTS OH 44146 5 11/17/98 00
0009374446 05 01/01/99 0
0009374446 N 12/01/13
0
2754777 286/286 F 84,880.00 ZZ
180 83,623.50 1
51 HOLLAND AVE 7.875 805.05 76
7.625 805.05 113,000.00
ARDMORE PA 19003 1 12/21/98 00
0009378074 05 02/01/99 0
0009378074 N 01/01/14
0
2754778 286/286 F 85,000.00 ZZ
180 83,728.01 3
45 WINANS ST 7.750 800.09 85
7.500 800.09 100,000.00
NEWARK NJ 07108 2 12/11/98 04
0009378389 05 02/01/99 12
0009378389 N 01/01/14
0
2754779 286/286 F 87,000.00 ZZ
180 85,204.47 2
3604-06 MCDANIEL 8.000 831.42 75
7.750 831.42 116,000.00
BLUE SPRINGS MO 64015 2 10/06/98 00
0009380239 03 12/01/98 0
0009380239 N 11/01/13
0
2754780 286/286 F 87,000.00 ZZ
180 85,204.47 2
708-10 SW 37TH ST 8.000 831.42 75
7.750 831.42 116,000.00
BLUE SPRINGS MO 64015 2 10/06/98 00
0009380240 03 12/01/98 0
0009380240 N 11/01/13
0
2754782 286/286 F 87,000.00 ZZ
180 85,204.47 2
1
801-03 SW 36TH 8.000 831.42 75
7.750 831.42 116,000.00
BLUE SPRINGS MO 64015 2 10/06/98 00
0009380292 03 12/01/98 0
0009380292 N 11/01/13
0
2754783 286/286 F 87,000.00 ZZ
180 85,204.47 2
3709-11 MCDANIEL 8.000 831.42 75
7.750 831.42 116,000.00
BLUE SPRINGS MO 64015 2 10/06/98 00
0009380549 03 12/01/98 0
0009380549 N 11/01/13
0
2754784 286/286 F 87,000.00 ZZ
180 85,204.47 2
3512-14 SW JACKSON 8.000 831.42 75
7.750 831.42 116,000.00
BLUE SPRINGS MO 64015 2 10/06/98 00
0009380551 03 12/01/98 0
0009380551 N 11/01/13
0
2754785 286/286 F 42,750.00 ZZ
180 41,996.24 4
4155 SHAW AVE 8.000 408.55 89
7.750 408.55 48,500.00
ST. LOUIS MO 63110 1 11/06/98 11
0009380787 05 01/01/99 25
0009380787 N 12/01/13
0
2754786 286/286 F 36,400.00 ZZ
180 35,889.73 2
4054 LADUE 8.500 358.45 70
8.250 358.45 52,000.00
SAINT LOUIS MO 63107 2 12/18/98 00
0009381530 05 02/01/99 0
0009381530 N 01/01/14
0
2754787 286/286 F 230,625.00 ZZ
180 226,558.88 1
620 EATHERTON RD 8.000 2,203.98 75
7.750 2,203.98 307,500.00
CHESTERFIELD MO 63005 5 12/01/98 00
0009381698 05 01/01/99 0
1
0009381698 O 12/01/13
0
2754788 286/286 F 62,050.00 ZZ
180 60,727.53 1
526 W MAIN ST 7.625 579.63 85
7.375 579.63 73,000.00
WEST CARROLLTON OH 45449 5 10/23/98 10
0009387942 05 12/01/98 6
0009387942 O 11/01/13
0
2754789 286/286 F 23,850.00 ZZ
180 23,484.10 1
8602 CHAMPLAIN CT 8.250 231.38 79
8.000 231.38 30,500.00
TAMPA FL 33614 1 12/29/98 10
0009389740 01 02/01/99 25
0009389740 N 01/01/14
0
2754790 286/286 F 59,850.00 ZZ
180 54,611.49 1
2922 RIO GRANDE TR 19 B 8.500 589.37 87
8.250 589.37 69,000.00
KISSIMMEE FL 34741 1 11/23/98 12
0009390240 01 01/01/99 20
0009390240 N 12/01/13
0
2754791 286/286 F 42,000.00 ZZ
180 41,411.23 1
212 WEST 9TH STREET 8.500 413.60 70
8.250 413.60 60,000.00
COLUMBIA TN 38401 5 12/19/98 00
0009391645 05 02/01/99 0
0009391645 N 01/01/14
0
2754792 286/286 F 50,000.00 ZZ
180 49,416.20 1
11611 E 58TH ST 8.000 477.83 69
7.750 477.83 73,000.00
KANSAS CITY MO 64133 5 01/21/99 00
0009400374 05 03/01/99 0
0009400374 N 02/01/14
0
1
2754793 286/286 F 36,400.00 ZZ
180 35,956.10 1
3715 CAROLINE AVE 7.500 337.44 70
7.250 337.44 52,000.00
INDIANAPOLIS IN 46218 5 01/20/99 00
0009401176 05 03/01/99 0
0009401176 N 02/01/14
0
2754794 286/286 F 75,000.00 ZZ
180 73,604.64 1
1980 SLEEPY HOLLOW ROAD 7.375 689.95 75
7.125 689.95 100,000.00
MILAN OH 44857 2 11/17/98 00
0009404462 05 01/01/99 0
0009404462 N 12/01/13
0
2754795 286/286 F 47,700.00 ZZ
180 47,255.57 1
5109 SILVER ST 7.250 435.44 90
7.000 435.44 53,000.00
NORWOOD OH 45212 1 02/12/99 10
0009409917 05 04/01/99 20
0009409917 N 03/01/14
0
2754796 286/286 F 84,000.00 ZZ
180 82,502.93 2
4271-73 ROCKY RIVER DRIVE 7.875 796.70 80
7.625 796.70 105,000.00
CLEVELAND OH 44135 1 11/27/98 00
0009412402 05 01/01/99 0
0009412402 N 12/01/13
0
2754797 286/286 F 67,000.00 ZZ
180 66,182.98 1
2197 MCKINLEY AVE 7.500 621.10 56
7.250 621.10 120,000.00
LAKEWOOD OH 44107 2 01/28/99 00
0009428487 05 03/01/99 0
0009428487 O 02/01/14
0
2754798 286/286 F 85,500.00 ZZ
180 84,340.39 4
341-345 PARK DR 8.875 860.86 69
8.625 860.86 125,000.00
1
DAYTON OH 45403 2 12/31/98 00
0009429762 05 02/01/99 0
0009429762 N 01/01/14
0
2754799 286/286 F 62,000.00 ZZ
180 61,031.38 1
4023 ROSETREE LN 7.250 565.98 50
7.000 565.98 126,000.00
NEWARK DE 19713 2 12/22/98 00
0009429865 05 02/01/99 0
0009429865 N 01/01/14
0
2754801 286/286 F 26,325.00 ZZ
180 25,955.94 1
2207 CROMWELL HILLS DR 8.500 259.24 68
8.250 259.24 39,000.00
CROMWELL CT 06416 1 12/31/98 00
0009433148 01 02/01/99 0
0009433148 N 01/01/14
0
2754802 286/286 F 52,200.00 ZZ
180 51,437.78 2
2 MAIN ST 8.625 517.87 90
8.375 517.87 58,000.00
BLANCHARD PA 16826 1 12/31/98 10
0009443055 05 02/01/99 20
0009443055 N 01/01/14
0
2754803 286/286 F 79,900.00 ZZ
180 78,925.66 2
1538-1540 SANDY CIR 7.500 740.69 74
7.250 740.69 109,000.00
BLACKSBURG VA 24060 1 01/15/99 00
0009443709 05 03/01/99 0
0009443709 N 02/01/14
0
2754804 286/286 F 98,000.00 ZZ
120 95,791.14 1
481 LANELLE PLACE 7.625 1,169.69 85
7.375 1,169.69 116,000.00
NEWPORT NEWS VA 23608 2 01/11/99 12
0009448238 05 03/01/99 12
0009448238 O 02/01/09
0
1
2754805 286/286 F 39,750.00 ZZ
180 39,300.90 1
8821 WEST FLAGLER ST 8.375 388.53 75
8.125 388.53 53,000.00
MIAMI FL 33174 2 01/11/99 00
0009453477 01 03/01/99 0
0009453477 O 02/01/14
0
2754806 286/286 F 23,400.00 ZZ
180 23,200.20 1
4132 AVENUE H 8.250 227.02 49
8.000 227.02 48,000.00
FAIRFIELD AL 35064 2 02/09/99 00
0009457521 05 04/01/99 0
0009457521 N 03/01/14
0
2754807 286/286 F 24,200.00 ZZ
180 23,993.37 1
501 65TH ST 8.250 234.78 57
8.000 234.78 42,500.00
FAIRFIELD AL 35064 2 02/09/99 00
0009457526 05 04/01/99 0
0009457526 N 03/01/14
0
2754808 286/286 F 30,800.00 ZZ
180 30,531.16 1
2313 NORTH OHIO STREET 8.000 294.35 70
7.750 294.35 44,000.00
KOKOMO IN 46901 5 03/02/99 00
0009472450 05 04/01/99 0
0009472450 N 03/01/14
0
2754810 286/286 F 21,700.00 ZZ
180 21,446.63 1
818 YATES ST 8.000 207.38 70
7.750 207.38 31,000.00
TOLEDO OH 43608 2 01/27/99 00
0009479781 05 03/01/99 0
0009479781 N 02/01/14
0
2754811 286/286 F 61,500.00 ZZ
180 60,969.11 1
1
2404 OMEGA RD 8.125 592.18 75
7.875 592.18 83,000.00
RICHMOND VA 23228 2 02/24/99 00
0009482942 05 04/01/99 0
0009482942 O 03/01/14
0
2754812 286/286 F 100,000.00 ZZ
180 99,098.16 1
153 WEST STREET 7.625 934.13 80
7.375 934.13 125,000.00
BEREA OH 44017 2 02/24/99 00
0009490450 05 04/01/99 0
0009490450 O 03/01/14
0
2754813 286/286 F 16,800.00 ZZ
180 16,648.47 1
1258 YATES ST 7.625 156.94 90
7.375 156.94 18,700.00
TOLEDO OH 43608 1 02/19/99 10
0009490857 05 04/01/99 20
0009490857 N 03/01/14
0
2754814 286/286 F 55,000.00 ZZ
180 54,530.43 2
3381-3383 WEST 100TH ST 8.250 533.58 62
8.000 533.58 90,000.00
CLEVELAND OH 44102 5 02/26/99 00
0009497049 05 04/01/99 0
0009497049 N 03/01/14
0
2755407 K08/G02 F 71,200.00 ZZ
180 69,430.80 1
4417 KILLARMET DRIVE 8.000 680.42 80
7.750 680.42 89,000.00
CORPUS CHRISTI TX 78413 5 03/01/99 00
0411226798 05 05/01/99 0
0411226798 O 04/01/14
0
2755427 K08/G02 F 52,500.00 ZZ
180 52,188.78 1
15620 WRANGLER ROAD 7.750 494.17 70
7.500 494.17 75,000.00
SUMMERDALE AL 36580 5 03/05/99 00
0411317803 05 05/01/99 0
1
0411317803 N 04/01/14
0
2755437 K08/G02 F 18,300.00 T
180 18,140.30 1
6102 SEAWALL BLVD 8.000 174.88 70
UNIT # 118 7.750 174.88 26,206.00
GALVESTON TX 77551 1 03/05/99 00
0411320450 20 04/01/99 0
0411320450 O 03/01/14
0
2755438 K08/G02 F 66,000.00 T
180 65,309.94 1
535 ST. PHILIP STREET 7.750 621.24 80
UNIT # 5 7.500 621.24 82,500.00
NEW ORLEANS LA 70116 1 03/05/99 00
0411312747 01 04/01/99 0
0411312747 O 03/01/14
0
2755440 K08/G02 F 116,000.00 ZZ
180 115,312.36 1
6925 STELLHORN ROAD 7.750 1,091.88 80
7.500 1,091.88 145,000.00
FORT WAYNE IN 46815 1 03/05/99 00
0411003437 05 05/01/99 0
0411003437 O 04/01/14
0
2755446 K08/G02 F 31,500.00 ZZ
180 30,967.07 1
250 EL DORADO WAY, UNIT # 2240 7.750 296.50 90
7.500 296.50 35,000.00
WEBSTER TX 77598 1 03/02/99 04
0411267891 01 04/01/99 25
0411267891 O 03/01/14
0
2755447 K08/G02 F 74,550.00 ZZ
180 73,877.68 1
18040 MIDWAY ROAD #163 7.625 696.40 88
7.375 696.39 85,000.00
DALLAS TX 75287 2 02/22/99 10
0411302599 01 04/01/99 12
0411302599 O 03/01/14
0
1
2755456 K08/G02 F 11,050.00 ZZ
180 10,957.73 1
11401 BRISTOL TERRACE 8.500 108.81 85
8.250 108.81 13,000.00
KANSAS CITY MO 64134 1 02/25/99 10
0411278336 05 04/01/99 6
0411278336 N 03/01/14
0
2756033 K08/G02 F 36,000.00 ZZ
180 35,631.42 1
1005 BRIDLE AVENUE 7.875 341.44 80
7.625 341.44 45,000.00
WHITE SETTLEMEN TX 76108 5 03/05/99 00
0411278773 05 05/01/99 0
0411278773 N 04/01/14
0
2756036 K08/G02 F 163,500.00 ZZ
180 162,465.33 1
12 BAY AVENUE 7.000 1,469.58 57
6.750 1,469.58 290,000.00
HALESITE NY 11743 2 03/03/99 00
0411224454 05 05/01/99 0
0411224454 O 04/01/14
0
2756068 K08/G02 F 86,250.00 ZZ
180 85,428.88 1
10314 GRAND AVENUE 7.000 775.24 75
6.750 775.24 115,000.00
LOUISVILLE KY 40299 5 02/23/99 00
0411278799 05 04/01/99 0
0411278799 O 03/01/14
0
2756072 K08/G02 F 37,200.00 ZZ
180 36,979.49 1
2973 MONTGOMERY 7.750 350.15 80
7.500 350.15 46,500.00
DETROIT MI 48206 2 03/08/99 00
0411282494 05 05/01/99 0
0411282494 N 04/01/14
0
2756073 K08/G02 F 42,750.00 ZZ
180 42,496.57 2
9310 OTSEGO 7.750 402.40 75
7.500 402.40 57,000.00
1
DETROIT MI 48206 5 03/08/99 00
0411282569 05 05/01/99 0
0411282569 N 04/01/14
0
2756831 K08/G02 F 70,000.00 T
180 69,566.53 1
5838 COLLINS AVE 7.250 639.00 56
UNIT # 10-C 7.000 639.00 125,000.00
MIAMI BEACH FL 33140 1 03/09/99 00
0411316482 06 05/01/99 0
0411316482 O 04/01/14
0
2756857 K08/G02 F 85,000.00 ZZ
180 84,501.63 1
3901 ACAPULCO STREET 7.875 806.18 37
7.625 806.18 230,000.00
IRVING TX 75062 5 03/04/99 00
0411324007 05 05/01/99 0
0411324007 O 04/01/14
0
2756866 K08/G02 F 46,000.00 ZZ
180 45,727.31 1
8548 WILLIAMS AVENUE 7.750 432.99 66
7.500 432.99 70,000.00
PHILADELPHIA PA 19150 5 02/26/99 00
0411285182 07 04/01/99 0
0411285182 O 03/01/14
0
2758169 K08/G02 F 111,250.00 ZZ
180 110,597.72 1
4444 BOSTON ROAD 7.875 1,055.15 84
7.625 1,055.15 134,000.00
PLANO TX 75093 2 03/10/99 04
0411268287 05 05/01/99 120
0411268287 N 04/01/14
0
2758174 K08/G02 F 24,400.00 ZZ
120 24,115.29 1
5854 NORTH 4TH STREET 6.875 281.74 40
6.625 281.74 61,000.00
PHILIDELPHIA PA 19120 5 03/10/99 00
0411298573 05 05/01/99 0
0411298573 N 04/01/09
0
1
2758195 K08/G02 F 149,500.00 ZZ
180 148,533.29 1
16A MACKEY AVENUE 6.750 1,322.94 65
6.500 1,322.94 230,000.00
PORT WASHINGTON NY 11050 5 03/05/99 00
0411293301 05 05/01/99 0
0411293301 O 04/01/14
0
2758752 K08/G02 F 85,900.00 ZZ
180 85,396.35 1
1329 PECAN VALLEY DRIVE 7.875 814.72 77
7.625 814.72 113,000.00
GARLAND TX 75043 2 03/10/99 00
0411268345 05 05/01/99 0
0411268345 N 04/01/14
0
2758765 K08/G02 F 48,250.00 ZZ
180 47,973.27 1
7284 CHALMERS 8.125 464.59 69
7.875 464.59 70,000.00
WARREN MI 48092 2 03/11/99 00
0411290653 05 05/01/99 0
0411290653 N 04/01/14
0
2758785 K08/G02 F 30,200.00 T
180 30,032.47 1
118 ROYAL PARK DRIVE 8.500 297.39 60
UNIT # 2H 8.250 297.39 50,500.00
OAKLAND PARK FL 33309 1 03/11/99 00
0411288475 01 05/01/99 0
0411288475 O 04/01/14
0
2760516 K08/G02 F 175,000.00 T
180 173,951.18 1
2320 N.E. 199TH STREET 7.625 1,634.73 70
7.375 1,634.73 250,000.00
MIAMI FL 33180 1 03/12/99 00
0411329980 05 05/01/99 0
0411329980 O 04/01/14
0
2760558 K08/G02 F 185,000.00 ZZ
180 183,903.33 1
1
4514 47TH AVENUE SOUTH 7.750 1,741.36 79
7.500 1,741.36 235,000.00
SEATTLE WA 98118 5 03/02/99 00
0411307770 05 05/01/99 0
0411307770 O 04/01/14
0
2761274 K08/G02 F 23,850.00 ZZ
180 23,655.20 1
1317 SOUTH MAYWOOD AVENUE 8.750 238.37 90
8.500 238.37 26,500.00
INDEPENDENCE MO 64052 1 03/02/99 10
0411309917 05 04/01/99 12
0411309917 N 03/01/14
0
2761293 K08/G02 F 150,000.00 ZZ
180 148,400.66 1
2316 SENECA ROAD 7.250 1,369.29 75
7.000 1,369.29 200,000.00
SCOTCH PLAINS NJ 07076 5 02/26/99 00
0411267032 05 04/01/99 0
0411267032 O 03/01/14
0
2761319 K08/G02 F 51,300.00 ZZ
180 50,233.22 2
8625 - 8627 EAST 29TH TERR. 8.500 505.17 70
8.250 505.17 74,000.00
KANSAS CITY MO 64133 2 03/03/99 00
0411284342 05 05/01/99 0
0411284342 N 04/01/14
0
2761337 K08/G02 F 186,400.00 ZZ
180 184,586.93 1
27201 ROSEMONT AVENUE 6.750 1,649.47 80
6.500 1,649.47 233,000.00
VALENCIA AREA CA 91354 2 02/24/99 00
0411261654 03 04/01/99 0
0411261654 O 03/01/14
0
2761338 K08/G02 F 40,000.00 ZZ
180 39,768.05 1
1115 DEERING 8.000 382.26 42
7.750 382.26 96,400.00
GARDEN CITY MI 48135 2 03/12/99 00
0411310147 05 05/01/99 0
1
0411310147 N 04/01/14
0
2761339 K08/G02 F 83,000.00 ZZ
180 82,235.01 1
2303 NW 3RD STREET 7.375 763.54 68
7.125 763.54 123,000.00
MIAMI FL 33125 1 02/18/99 00
0411217144 05 04/01/99 0
0411217144 O 03/01/14
0
2761347 K08/G02 F 31,750.00 ZZ
180 31,463.65 1
6347 MARINWOOD DRIVE 7.625 296.59 75
7.375 296.59 42,500.00
HOUSTON TX 77053 2 03/04/99 00
0411314370 03 04/01/99 0
0411314370 N 03/01/14
0
2761348 K08/G02 F 22,150.00 ZZ
180 21,950.23 1
16127 DIAMOND RIDGE DRIVE 7.625 206.91 57
7.375 206.91 39,000.00
HOUSTON TX 77053 2 03/04/99 00
0411314339 03 04/01/99 0
0411314339 N 03/01/14
0
2761349 K08/G02 F 31,650.00 ZZ
180 31,364.57 1
6415 MARINWOOD DRIVE 7.625 295.65 75
7.375 295.65 42,500.00
HOUSTON TX 77053 2 03/04/99 00
0411314362 03 04/01/99 0
0411314362 N 03/01/14
0
2761350 K08/G02 F 36,000.00 ZZ
180 35,675.33 1
16234 CANARIDGE DRIVE 7.625 336.29 80
7.375 336.29 45,000.00
HOUSTON TX 77053 2 03/04/99 00
0411314404 03 04/01/99 0
0411314404 N 03/01/14
0
1
2761351 K08/G02 F 24,800.00 ZZ
180 24,576.35 1
16210 BECK RIDGE DRIVE 7.625 231.66 62
7.375 231.66 40,000.00
HOUSTON TX 77053 2 03/04/99 00
0411314396 03 04/01/99 0
0411314396 N 03/01/14
0
2761447 K08/G02 F 61,200.00 ZZ
180 60,792.95 1
814 W. 23RD STREET NORTH 7.625 571.69 85
7.375 571.69 72,000.00
CLAREMORE OK 74017 5 03/10/99 10
0411309032 05 05/01/99 25
0411309032 O 04/01/14
0
2761456 K08/G02 F 60,000.00 ZZ
180 59,648.21 1
9570 BARNETT VALLEY ROAD 7.875 569.07 20
7.625 569.07 300,000.00
SEBASTOPOL CA 95472 5 03/08/99 00
0411279599 05 05/01/99 0
0411279599 O 04/01/14
0
2762550 K08/G02 F 65,600.00 ZZ
180 65,193.76 1
516 N GLENDALE AVENUE 7.250 598.84 80
7.000 598.84 82,000.00
TOMAH WI 54660 5 03/11/99 00
0411281116 05 05/01/99 0
0411281116 O 04/01/14
0
2762552 K08/G02 F 81,000.00 ZZ
180 80,530.28 1
70 SOUTH DAVIS 8.000 774.08 90
7.750 774.08 90,000.00
HELENA MT 59601 2 03/16/99 10
0411268865 05 05/01/99 12
0411268865 N 04/01/14
0
2762559 K08/G02 F 29,700.00 ZZ
180 29,529.65 1
10540 S.W. 183RD STREET 8.125 285.98 90
7.875 285.98 33,000.00
1
MIAMI FL 33157 1 03/16/99 10
0411319437 05 05/01/99 25
0411319437 N 04/01/14
0
2762701 111/111 F 61,000.00 ZZ
180 59,792.66 1
42 WEST SANTA ANA AVENUE 6.875 544.03 78
6.625 544.03 79,000.00
CLOVIS CA 93612 2 11/14/98 00
807177 05 01/01/99 0
807177 N 12/01/13
0
2762702 111/111 F 70,000.00 ZZ
180 67,200.66 1
416 SOUTH VEACH AVENUE 6.375 604.98 73
6.125 604.98 96,000.00
MANTECA CA 95337 2 12/23/98 00
811396 05 02/01/99 0
811396 O 01/01/14
0
2762703 111/111 F 284,000.00 ZZ
180 279,467.41 1
130 TARN PLACE 7.000 2,552.67 80
6.750 2,552.67 355,000.00
WENATCHEE WA 98801 5 12/30/98 00
814572 05 02/01/99 0
814572 O 01/01/14
0
2762704 111/111 F 294,000.00 ZZ
180 289,307.78 1
5780 NORTH ASHLEY LANE 7.000 2,642.56 51
6.750 2,642.56 580,000.00
STOCKTON CA 95215 2 12/08/98 00
816388 05 02/01/99 0
816388 O 01/01/14
0
2762705 111/111 F 79,000.00 ZZ
180 78,036.66 1
2309 SW 1ST AVENUE #243 7.500 732.34 37
7.250 732.34 215,000.00
PORTLAND OR 97201 2 01/04/99 00
823505 01 03/01/99 0
823505 O 02/01/14
0
1
2762706 111/111 F 32,000.00 ZZ
180 31,320.78 1
221 CANYON BLVD F-1U DOOR 105 6.750 283.17 80
6.500 283.17 40,000.00
MAMMOTH LAKES CA 93546 1 11/19/98 00
811809 01 01/01/99 0
811809 N 12/01/13
0
2762707 111/111 F 60,000.00 ZZ
180 59,042.40 1
537 COTTONWOOD DRIVE 7.000 539.30 77
6.750 539.30 78,000.00
RIDGECREST CA 93555 5 12/09/98 00
812790 05 02/01/99 0
812790 O 01/01/14
0
2762708 111/111 F 83,080.00 ZZ
180 81,768.15 1
606 HOUSTON DRIVE 7.125 752.56 80
6.875 752.56 105,000.00
BISHOP CA 93514 1 12/16/98 00
822460 05 02/01/99 0
822460 O 01/01/14
0
2762709 111/111 F 96,500.00 ZZ
180 95,284.58 1
16510 VAN NESS AVENUE 7.125 874.13 37
6.875 874.13 265,000.00
TORRANCE CA 90504 2 01/25/99 00
823987 05 03/01/99 0
823987 O 02/01/14
0
2762710 111/111 F 150,000.00 ZZ
180 149,060.98 1
2131 CENTURY PARK LANE #117 7.125 1,358.75 43
6.875 1,358.75 350,000.00
LOS ANGELES CA 90067 1 03/04/99 00
830798 01 05/01/99 0
830798 O 04/01/14
0
2762711 111/111 F 142,000.00 ZZ
180 138,020.49 1
1
17957 HIGHWAY 94 7.125 1,286.28 73
6.875 1,286.28 195,000.00
DULZURA CA 91917 5 10/16/98 00
795401 05 12/01/98 0
795401 O 11/01/13
0
2762712 111/111 F 48,000.00 ZZ
180 46,932.54 1
514 NORTH LOVEKIN BLVD. 7.125 434.80 80
6.875 434.80 60,000.00
BLYTHE CA 92225 5 10/06/98 00
798302 09 12/01/98 0
798302 O 11/01/13
0
2762713 111/111 F 345,000.00 ZZ
180 340,747.28 1
3904 CROWN POINT DRIVE 7.375 3,173.74 80
7.125 3,173.74 435,000.00
SAN DIEGO CA 92109 5 01/22/99 00
799463 01 03/01/99 0
799463 O 02/01/14
0
2762714 111/111 F 187,000.00 ZZ
180 182,928.62 1
24575 OVERLAKE DRIVE 7.375 1,720.26 75
7.125 1,720.26 250,000.00
LAKE FOREST CA 92630 2 10/16/98 00
800060 09 12/01/98 0
800060 O 11/01/13
0
2762715 111/111 F 275,000.00 ZZ
180 269,717.81 1
26642 STETSON PLACE 7.000 2,471.78 50
6.750 2,471.78 555,000.00
LAGUNA HILLS CA 92653 2 11/10/98 00
806121 09 01/01/99 0
806121 O 12/01/13
0
2762716 111/111 F 232,000.00 ZZ
180 226,069.35 1
321 OCEAN VIEW AVENUE 6.625 2,036.95 65
6.375 2,036.95 360,000.00
ENCINITAS CA 92024 2 11/20/98 00
807119 05 01/01/99 0
1
807119 O 12/01/13
0
2762717 111/111 F 336,000.00 ZZ
180 330,862.38 1
8806 CLIFFRIDGE AVENUE 7.500 3,114.76 55
7.250 3,114.76 620,000.00
LA JOLLA CA 92037 5 12/09/98 00
808937 05 02/01/99 0
808937 O 01/01/14
0
2762718 111/111 F 265,000.00 ZZ
180 260,770.66 1
7727 EAST STRAWBERRY RIDGE 7.000 2,381.89 73
6.750 2,381.89 365,000.00
ORANGE CA 92869 5 12/23/98 00
813013 03 02/01/99 0
813013 O 01/01/14
0
2762719 111/111 F 47,000.00 ZZ
180 44,355.19 1
11104 MEADOW TERRACE DRIVE 7.375 432.36 33
7.125 432.36 145,000.00
SANTEE CA 92071 5 12/18/98 00
815926 05 02/01/99 0
815926 N 01/01/14
0
2762720 111/111 F 50,000.00 ZZ
180 48,235.82 1
74532 GARY AVENUE 7.000 449.41 67
6.750 449.41 75,000.00
PALM DESERT CA 92260 2 01/14/99 00
816980 03 03/01/99 0
816980 O 02/01/14
0
2762721 111/111 F 75,000.00 ZZ
180 72,613.88 1
12808 BEECHTREE STREET 6.875 668.89 47
6.625 668.89 162,000.00
LAKESIDE CA 92040 2 01/25/99 00
824632 05 03/01/99 0
824632 O 02/01/14
0
1
2763693 K08/G02 F 112,500.00 ZZ
180 111,428.99 1
6331 HOOD ST 7.000 1,011.18 90
6.750 1,011.18 125,000.00
HOLLYWOOD FL 33024 5 02/12/99 04
0411281165 05 04/01/99 12
0411281165 O 03/01/14
0
2763928 354/354 F 45,000.00 ZZ
180 44,594.16 1
RT 2 BOX 140 7.625 420.36 57
7.375 420.36 80,000.00
NORLINA NC 27563 1 02/23/99 00
0027461268 05 04/01/99 0
0027461268 O 03/01/14
0
2763929 354/354 F 183,000.00 ZZ
180 180,992.58 1
1501 TULANE ROAD 7.250 1,670.54 80
7.000 1,670.54 230,000.00
CLAREMONT CA 91711 2 02/01/99 00
0027485937 05 04/01/99 0
0027485937 O 03/01/14
0
2763930 354/354 F 52,000.00 ZZ
180 51,515.52 1
10815 SW 112 AVENUE 7.250 474.69 80
UNIT 118 7.000 474.69 65,000.00
MIAMI FL 33176 2 02/04/99 00
0027657428 01 04/01/99 0
0027657428 O 03/01/14
0
2763931 354/354 F 33,600.00 ZZ
180 33,300.26 1
1248 BELMONT CIRCLE 7.750 316.27 80
7.500 316.27 42,000.00
TAVARES FL 32778 1 02/09/99 00
0027723386 03 04/01/99 0
0027723386 O 03/01/14
0
2763932 354/354 F 60,750.00 ZZ
180 60,213.94 1
1819 SW 22TH STREET 7.875 576.19 75
7.625 576.19 81,000.00
1
FT LAUDERDALE FL 33315 1 02/11/99 00
0027746437 05 04/01/99 0
0027746437 O 03/01/14
0
2763933 354/354 F 130,400.00 ZZ
180 128,794.45 1
2904 CYPRESS RIDGE 7.375 1,199.59 80
7.125 1,199.59 165,000.00
PALM HARBOR FL 34684 1 02/23/99 00
0027748334 05 04/01/99 0
0027748334 O 03/01/14
0
2763934 354/354 F 91,000.00 ZZ
180 89,638.47 1
5708 OLD FORGE CIRCLE 7.125 824.31 62
6.875 824.31 149,000.00
RALEIGH NC 27609 2 02/19/99 00
0027755867 05 04/01/99 0
0027755867 O 03/01/14
0
2763935 354/354 F 76,186.00 ZZ
180 75,491.38 1
6431 BOWTRAIL STREET 7.500 706.26 80
7.250 706.26 95,233.00
HOUSTON TX 77084 1 02/19/99 00
0027764844 03 04/01/99 0
0027764844 O 03/01/14
0
2763936 354/354 F 41,000.00 ZZ
180 40,439.57 1
36309 BRENDENSHIRE COURT 7.750 385.93 46
7.500 385.93 91,000.00
GRAND ISLAND FL 32735 1 02/26/99 00
0027775410 05 04/01/99 0
0027775410 O 03/01/14
0
2763937 354/354 F 50,000.00 ZZ
180 49,558.81 1
13538 NORMAN CIRCLE 7.875 474.23 53
7.625 474.23 95,000.00
HUDSON FL 34667 1 02/19/99 00
0027786417 09 04/01/99 0
0027786417 O 03/01/14
0
1
2764689 K08/G02 F 95,000.00 T
180 94,430.64 1
12820 SW 104 TERRACE 7.625 887.43 59
7.375 887.43 161,000.00
MIAMI FL 33186 2 03/01/99 00
0411315526 03 05/01/99 0
0411315526 O 04/01/14
0
2764700 K08/G02 F 28,000.00 ZZ
180 27,835.82 2
4339 8TH STREET 7.875 265.57 70
7.625 265.57 40,000.00
ECORSE MI 48229 5 03/19/99 00
0411234743 05 05/01/99 0
0411234743 N 04/01/14
0
2764715 K08/G02 F 122,400.00 ZZ
180 121,658.37 1
905 BROWN SCHOOL ROAD 7.500 1,134.66 80
7.250 1,134.66 153,000.00
MARYVILLE TN 37804 2 03/15/99 00
0411328727 05 05/01/99 0
0411328727 O 04/01/14
0
2764724 K08/G02 F 45,600.00 T
180 45,273.62 2
1115 LAPEER AVENUE 8.250 442.38 80
8.000 442.38 57,000.00
PORT HURON MI 48060 1 03/19/99 00
0411341993 05 05/01/99 0
0411341993 O 04/01/14
0
2764742 K08/G02 F 48,000.00 ZZ
180 47,733.72 2
1112-1112A LEBEAU 8.500 472.67 80
8.250 472.67 60,000.00
ARABI LA 70032 5 03/19/99 00
0411325087 05 05/01/99 0
0411325087 N 04/01/14
0
2765017 623/G02 F 137,600.00 ZZ
180 134,017.94 1
1
766 INDEPENDENCE ROAD 6.875 1,227.19 80
6.625 1,227.19 172,000.00
FOSTORIA OH 44830 5 09/21/98 00
0431263144 05 11/01/98 0
1105269 O 10/01/13
0
2765018 623/G02 F 64,850.00 ZZ
180 63,315.29 1
3501 N. 30TH STREET 8.000 619.74 75
7.750 619.74 86,500.00
MCALLEN TX 78501 1 09/25/98 00
0431261734 05 11/01/98 0
1106131 O 10/01/13
0
2765019 623/G02 F 128,000.00 ZZ
180 126,000.35 1
65 AUGUSTUS ROAD 7.250 1,168.46 53
7.000 1,168.46 245,000.00
WALTHAM MA 02452 2 12/23/98 00
0431261940 05 02/01/99 0
1133336 O 01/01/14
0
2765020 623/G02 F 156,000.00 ZZ
180 148,793.60 3
75 PLEASANT STREET 8.500 1,536.19 33
8.250 1,536.19 480,000.00
CAMBRIDGE MA 02139 5 11/10/98 00
0431260660 05 01/01/99 0
1139255 N 12/01/13
0
2765021 623/G02 F 200,000.00 ZZ
180 197,426.48 1
444 CLAPBOARDTREE STREET 6.875 1,783.71 44
6.625 1,783.71 460,000.00
WESTWOOD MA 02090 2 01/15/99 00
0431262070 05 03/01/99 0
1139256 O 02/01/14
0
2765022 623/G02 F 102,350.00 ZZ
180 99,855.72 1
11939 BITTERN HOLLOW 6.375 884.57 80
6.125 884.57 127,950.00
AUSTIN TX 78758 1 10/05/98 00
0431261742 05 12/01/98 0
1
1143820 N 11/01/13
0
2765023 623/G02 F 124,000.00 ZZ
180 121,271.46 1
2373 WALBORN DRIVE 7.250 1,131.95 80
7.000 1,131.95 155,000.00
HILLIARD OH 43026 1 10/16/98 00
0431262146 05 12/01/98 0
1148619 O 11/01/13
0
2765026 623/G02 F 172,000.00 ZZ
180 169,284.04 1
1861 CRESTLINE DRIVE 7.125 1,558.03 80
6.875 1,558.03 215,000.00
ATLANTA GA 30345 5 12/11/98 00
0431261551 05 02/01/99 0
1183544 O 01/01/14
0
2765027 623/G02 F 145,000.00 ZZ
180 142,710.36 1
251 WILL SCARLETT LANE 7.125 1,313.46 63
6.875 1,313.46 233,560.00
ELGIN IL 60107 1 01/04/99 00
0431261676 05 02/01/99 0
1184817 O 01/01/14
0
2765028 623/G02 F 52,500.00 ZZ
180 51,189.64 1
2250 E BENSON AVENUE 7.375 482.96 75
7.125 482.96 70,000.00
ST PAUL MN 55116 2 10/16/98 00
0431261320 01 12/01/98 0
1184827 N 11/01/13
0
2765030 623/G02 F 108,400.00 ZZ
180 106,742.50 1
9124 MONITOR AVENUE 7.500 1,004.88 62
7.250 1,004.88 177,000.00
OAK LAWN IL 60453 5 12/23/98 00
0431262831 05 02/01/99 0
1186141 O 01/01/14
0
1
2765031 623/G02 F 194,900.00 ZZ
180 190,331.73 1
4103 PRAIRIE RIDGE ROAD 6.500 1,697.79 78
6.250 1,697.79 252,500.00
EAGAN MN 55123 2 10/30/98 00
0431261635 05 12/01/98 0
1186203 O 11/01/13
0
2765032 623/G02 F 107,500.00 ZZ
180 106,131.44 1
4822 E SEMINARY AVE 7.000 966.24 77
6.750 966.24 140,000.00
RICHMOND VA 23227 5 12/22/98 00
0431263110 05 02/01/99 0
1189592 O 01/01/14
0
2765033 623/G02 F 101,250.00 ZZ
180 99,734.83 4
635- 641 RACINE AVENUE 7.750 953.05 75
7.500 953.05 135,000.00
COLUMBUS OH 43204 5 12/09/98 00
0431257799 05 02/01/99 0
1189617 N 01/01/14
0
2765034 623/G02 F 75,000.00 ZZ
180 73,589.71 1
27932 RYAN ROAD 7.250 684.65 63
7.000 684.65 120,000.00
WARREN MI 48092 2 11/19/98 00
0431260215 05 01/01/99 0
1189631 O 12/01/13
0
2765035 623/G02 F 133,500.00 ZZ
180 131,458.73 1
676 NEIL AVENUE 7.500 1,237.56 75
7.250 1,237.56 178,000.00
COLUMBUS OH 43215 5 12/04/98 00
0431260298 05 02/01/99 0
1193962 O 01/01/14
0
2765036 623/G02 F 61,800.00 ZZ
180 60,865.04 1
209 TRAILRIDGE DRIVE 7.625 577.30 80
7.375 577.30 77,500.00
1
GARLAND TX 75043 2 12/22/98 00
0431260371 05 02/01/99 0
1194629 N 01/01/14
0
2765037 623/G02 F 50,800.00 ZZ
180 49,933.05 1
831 WENDEVY COURT 8.375 496.53 80
8.125 496.53 63,500.00
BALLWIN MO 63011 5 12/10/98 00
0431260470 01 02/01/99 0
1196910 N 01/01/14
0
2765038 623/G02 F 63,750.00 ZZ
180 62,617.55 1
14791 E BROAD STREET 7.125 577.47 71
6.875 577.47 90,000.00
REYNOLDSBURG OH 43068 5 12/28/98 00
0431260512 05 02/01/99 0
1197084 O 01/01/14
0
2765039 623/G02 F 52,800.00 ZZ
180 52,149.15 1
951 GOODWIN AVENUE 7.375 485.72 80
7.125 485.72 66,000.00
LANCASTER OH 43130 5 12/31/98 00
0431261312 05 03/01/99 0
1197109 N 02/01/14
0
2765040 623/G02 F 46,250.00 ZZ
180 45,698.11 1
1712 MODEL ROAD 7.750 435.34 82
7.500 435.34 57,000.00
LOUISVILLE KY 40216 2 01/20/99 10
0431261429 05 03/01/99 25
1197184 N 02/01/14
0
2765041 623/G02 F 50,000.00 ZZ
180 49,376.99 1
1615 TOM COKER ROAD S.W. 7.250 456.43 59
7.000 456.43 85,000.00
LABELLE FL 33935 5 01/06/99 00
0431261536 05 03/01/99 0
1202266 O 02/01/14
0
1
2765042 623/G02 F 70,800.00 ZZ
180 69,751.92 1
13425 DENVER CIR 7.875 671.51 75
7.625 671.51 94,500.00
STERLING HEIGHT MI 48312 1 12/14/98 00
0431262005 01 02/01/99 0
1202419 O 01/01/14
0
2765044 623/G02 F 40,000.00 ZZ
180 39,319.10 1
4308 HEMLOCK CIRCLE 8.125 385.15 49
7.875 385.15 82,000.00
ALLISON PARK PA 15101 5 01/29/99 00
0431258300 03 03/01/99 0
1203044 O 02/01/14
0
2765045 623/G02 F 66,000.00 ZZ
180 64,979.91 1
8254 DEEPWOOD BLVD 7.375 607.15 75
7.125 607.15 89,000.00
MENTOR OH 44060 5 12/21/98 00
0431258383 01 02/01/99 0
1203120 N 01/01/14
0
2765046 623/G02 F 22,500.00 ZZ
180 22,314.17 1
5918 EAST NEWTON PLACE 8.625 223.22 90
8.375 223.22 25,000.00
TULSA OK 74115 1 02/04/99 10
0431258854 05 04/01/99 25
1203985 N 03/01/14
0
2765047 623/G02 F 68,500.00 ZZ
180 67,039.09 1
6907 21ST AVE 6.750 606.16 48
6.500 606.16 145,000.00
HYATTSVILLE MD 20783 2 12/23/98 00
0431259670 05 02/01/99 0
1206158 O 01/01/14
0
2765048 623/G02 F 68,175.00 ZZ
180 67,098.50 1
1
1241 HITHER LANE 7.125 617.55 79
6.875 617.55 86,500.00
DRY FORK VA 24549 5 12/14/98 00
0431259803 05 02/01/99 0
1206951 O 01/01/14
0
2765049 623/G02 F 104,000.00 ZZ
180 102,021.55 1
6732 W 88TH ST. 7.625 971.50 64
7.375 971.50 165,000.00
OAK LAWN IL 60453 2 12/29/98 00
0431259845 05 02/01/99 0
1207165 O 01/01/14
0
2765051 623/G02 F 352,450.00 ZZ
180 347,060.82 1
2712 WENDY 7.500 3,267.26 75
7.250 3,267.26 470,000.00
NAPERVILLE IL 60565 5 12/30/98 00
0431260025 05 02/01/99 0
1208047 O 01/01/14
0
2765054 623/G02 F 86,250.00 ZZ
180 85,209.66 2
3105 SEMMES AVENUE 7.625 805.69 75
7.375 805.69 115,000.00
RICHMOND VA 23225 5 01/20/99 00
0431260348 05 03/01/99 0
1210311 N 02/01/14
0
2765055 623/G02 F 167,500.00 ZZ
180 165,939.40 1
3718 EDGEVALE 7.250 1,529.05 73
7.000 1,529.05 232,000.00
TOLEDO OH 43606 2 01/21/99 00
0431259902 05 03/01/99 0
1210399 O 02/01/14
0
2765057 623/G02 F 80,000.00 ZZ
180 78,945.46 1
391 PROSPECT STREET 6.875 713.48 63
6.625 713.48 127,000.00
BEREA OH 44017 5 01/21/99 00
0431259837 05 03/01/99 0
1
1211474 O 02/01/14
0
2765058 623/G02 F 101,000.00 ZZ
180 96,213.71 1
16582 MELLEN LANE 7.500 936.28 75
7.250 936.28 135,000.00
JUPITER FL 33478 2 12/29/98 00
0431260041 05 03/01/99 0
1212264 O 02/01/14
0
2765059 623/G02 F 40,000.00 ZZ
180 39,567.60 1
18904 KISHWAUKEE VALLEY RD 8.875 402.74 25
8.625 402.74 160,000.00
MARENGO IL 60152 5 01/19/99 00
0431259704 05 03/01/99 0
1212376 N 02/01/14
0
2765060 623/G02 F 134,900.00 ZZ
180 133,643.14 1
69711 233RD ST 7.250 1,231.45 75
7.000 1,231.45 179,900.00
DASSEL MN 55325 5 02/08/99 00
0431259688 05 04/01/99 0
1212505 O 03/01/14
0
2765061 623/G02 F 105,000.00 ZZ
180 103,691.67 1
13058 BRAMBLE COURT 7.250 958.51 60
7.000 958.51 177,000.00
LOCKPORT IL 60441 2 01/22/99 00
0431259662 05 03/01/99 0
1212613 O 02/01/14
0
2765062 623/G02 F 206,250.00 ZZ
180 204,349.08 1
16535 YEOHO ROAD 7.375 1,897.34 75
7.125 1,897.34 275,000.00
SPARKS MD 21152 5 02/12/99 00
0431259647 05 04/01/99 0
1212990 O 03/01/14
0
1
2765063 623/G02 F 235,000.00 ZZ
180 231,503.00 1
718 ECKFORD 7.000 2,112.25 61
6.750 2,112.25 390,000.00
TROY MI 48098 5 01/22/99 00
0431259753 05 03/01/99 0
1213101 O 02/01/14
0
2765064 623/G02 F 80,000.00 ZZ
180 76,936.27 1
449 SACKETT AVENUE 6.875 713.48 54
6.625 713.48 150,000.00
CUYAHOGA FALLS OH 44221 5 01/06/99 00
0431259787 05 03/01/99 0
1213125 O 02/01/14
0
2765065 623/G02 F 98,000.00 ZZ
180 96,817.83 4
2199-2205 NORTH 4TH STREET 7.625 915.45 70
7.375 915.45 140,000.00
COLUMBUS OH 43202 2 02/01/99 00
0431259969 05 03/01/99 0
1213308 N 02/01/14
0
2765066 623/G02 F 288,500.00 ZZ
180 285,693.22 1
215 FALLING LEAVES COURT 7.125 2,613.32 49
6.875 2,613.32 595,000.00
CREVE COEUR MO 63141 2 02/05/99 00
0431260058 05 04/01/99 0
1213998 O 03/01/14
0
2765067 623/G02 F 98,000.00 ZZ
180 96,068.08 1
229 E NEWBURG 7.250 894.61 49
7.000 894.61 202,000.00
CARLETON MI 48117 5 01/12/99 00
0431260082 05 03/01/99 0
1214151 O 02/01/14
0
2765068 623/G02 F 72,200.00 ZZ
180 71,290.65 1
6704 KIT CARSON TRAIL 7.125 654.01 80
6.875 654.01 91,000.00
1
WICHITA FALLS TX 76310 2 01/22/99 00
0431260116 05 03/01/99 0
1214495 O 02/01/14
0
2765069 623/G02 F 106,400.00 ZZ
180 104,795.31 1
9626 51ST PLACE 7.500 986.34 80
7.250 986.34 134,000.00
COLLEGE PARK MD 20740 2 01/20/99 00
0431260140 05 03/01/99 0
1214636 O 02/01/14
0
2765070 623/G02 F 148,500.00 ZZ
180 146,589.18 1
90 COUNTY ROAD 371 6.875 1,324.40 70
6.625 1,324.40 215,000.00
CENTRE AL 35960 5 01/11/99 00
0431260231 05 03/01/99 0
1216165 O 02/01/14
0
2765071 623/G02 F 36,000.00 ZZ
180 35,579.71 1
63 WHITE OAK LANE 8.000 344.03 60
7.750 344.03 60,000.00
SPLENDORA TX 77372 5 01/15/99 00
0431260280 05 03/01/99 0
1216520 N 02/01/14
0
2765072 623/G02 F 145,000.00 ZZ
180 143,678.01 1
616 PRIMROSE LANE 7.500 1,344.17 77
7.250 1,344.17 189,000.00
SCHAUMBURG IL 60194 2 02/12/99 00
0431260306 05 04/01/99 0
1217094 O 03/01/14
0
2765073 623/G02 F 148,675.00 ZZ
180 146,802.47 1
1120 LOREN DR 7.125 1,346.74 95
6.875 1,346.74 156,500.00
JOLIET IL 60436 2 01/20/99 10
0431260355 05 03/01/99 30
1217336 O 02/01/14
0
1
2765074 623/G02 F 150,000.00 ZZ
180 148,170.86 1
181 COURTENAY 7.500 1,390.52 77
7.250 1,390.52 197,000.00
SCHAUMBURG IL 60193 5 01/21/99 00
0431260397 05 03/01/99 0
1217343 O 02/01/14
0
2765075 623/G02 F 92,000.00 ZZ
180 91,179.31 1
9515 US 15/501 NORTH 7.750 865.97 80
7.500 865.97 115,000.00
CHAPEL HILL NC 27514 5 02/05/99 00
0431260439 05 04/01/99 0
1218881 O 03/01/14
0
2765076 623/G02 F 142,000.00 ZZ
180 140,323.89 1
4869 DANBURY DR 7.875 1,346.80 79
7.625 1,346.80 180,000.00
TROY MI 48098 2 01/29/99 00
0431260553 05 03/01/99 0
1220746 O 02/01/14
0
2765077 623/G02 F 63,000.00 ZZ
180 62,413.05 1
1969 EASTSIDE DRIVE 7.250 575.10 52
7.000 575.10 122,000.00
MARIETTA GA 30062 5 02/10/99 00
0431260561 05 04/01/99 0
1224574 O 03/01/14
0
2765078 623/G02 F 86,000.00 ZZ
180 84,951.30 1
3541 WEST 8315 SOUTH 7.500 797.23 75
7.250 797.23 115,000.00
WEST JORDAN UT 84088 5 01/12/99 00
0431260595 05 03/01/99 0
1304832 O 02/01/14
0
2765080 623/G02 F 110,000.00 ZZ
180 108,997.09 1
1
312 SEASCAPE RESORT DRIVE 7.500 1,019.72 44
7.250 1,019.72 255,000.00
APTOS CA 95003 2 02/16/99 00
0431260769 01 04/01/99 0
6249252 N 03/01/14
0
2765082 623/G02 F 151,500.00 ZZ
180 149,082.06 1
5222 BARLIN AVENUE 7.000 1,361.73 70
6.750 1,361.73 218,000.00
LAKEWOOD CA 90712 2 01/13/99 00
0431261098 05 03/01/99 0
6264603 O 02/01/14
0
2765083 623/G02 F 86,100.00 ZZ
180 83,611.06 1
5821 EAST 8TH STREET 8.250 835.30 70
8.000 835.30 123,000.00
TUCSON AZ 85711 1 11/14/98 00
0431261106 05 01/01/99 0
6272738 O 12/01/13
0
2765084 623/G02 F 134,000.00 ZZ
180 132,257.25 1
7949 CAMINO PREDERA 6.750 1,185.78 71
6.500 1,185.78 190,000.00
RANCHO CUCAMONG CA 91730 5 01/25/99 00
0431261114 05 03/01/99 0
6281072 O 02/01/14
0
2765085 623/G02 F 42,400.00 ZZ
180 41,704.70 1
4444 EAST PARADISE VILLAGE 8.000 405.20 80
PARKWAY #280 7.750 405.20 53,000.00
PHOENIX AZ 85032 5 01/13/99 00
0431261122 01 03/01/99 0
6283033 N 02/01/14
0
2765086 623/G02 F 82,000.00 ZZ
180 79,233.61 1
2230 NORTH PIMA ROAD 7.500 760.15 70
7.250 760.15 118,000.00
SCOTTSDALE AZ 85257 5 01/08/99 00
0431261130 05 03/01/99 0
1
6283066 O 02/01/14
0
2765087 623/G02 F 53,900.00 ZZ
180 53,291.02 1
1312 WEST SAHUARO DRIVE 8.375 526.84 90
8.125 526.84 59,900.00
PHOENIX AZ 85029 1 01/28/99 10
0431261155 05 03/01/99 25
6283528 N 02/01/14
0
2765088 623/G02 F 55,000.00 ZZ
180 54,169.45 1
2325 5TH STREET 7.250 502.08 37
7.000 502.08 152,000.00
LA VERNE CA 91750 5 01/04/99 00
0431261171 05 03/01/99 0
6286918 O 02/01/14
0
2765089 623/G02 F 260,000.00 ZZ
180 256,760.32 1
18 ARIZONA 7.250 2,373.45 58
7.000 2,373.45 450,990.00
IRVINE CA 92606 1 01/12/99 00
0431261189 03 03/01/99 0
6287263 O 02/01/14
0
2765090 623/G02 F 135,000.00 ZZ
180 133,214.99 1
410 SIGNAL STREET 6.750 1,194.63 72
6.500 1,194.63 188,000.00
OJAI CA 93023 5 01/14/99 00
0431261205 05 03/01/99 0
6333687 O 02/01/14
0
2765291 K08/G02 F 128,750.00 ZZ
180 127,945.64 1
5080 YESNESS LANE 7.375 1,184.40 80
7.125 1,184.40 161,000.00
CASPER WY 82604 2 03/17/99 00
0411345556 05 05/01/99 0
0411345556 N 04/01/14
0
1
2765316 K08/G02 F 155,000.00 ZZ
180 154,120.80 2
658 EAST 231ST STREET 8.250 1,503.72 65
8.000 1,503.72 240,000.00
BRONX NY 10466 5 03/16/99 00
0411296536 05 05/01/99 0
0411296536 O 04/01/14
0
2765321 K08/G02 F 240,000.00 ZZ
180 238,481.20 4
1033 A-D WEST CENTRAL AVENUE 7.000 2,157.19 75
6.750 2,157.19 320,000.00
SANTA ANA CA 92707 5 03/16/99 00
0411315138 05 05/01/99 0
0411315138 O 04/01/14
0
2765327 K08/G02 F 145,000.00 ZZ
180 144,140.45 2
8917 87TH STREET 7.750 1,364.85 53
7.500 1,364.85 276,000.00
WOODHAVEN NY 11421 2 03/17/99 00
0411298839 05 05/01/99 0
0411298839 O 04/01/14
0
2765332 K08/G02 F 70,700.00 ZZ
180 70,284.68 1
1951 ROCKY MILL LANE 8.000 675.65 70
7.750 675.65 101,000.00
LAWRENCEVILLE GA 30244 5 03/22/99 00
0411341340 05 05/01/99 0
0411341340 N 04/01/14
0
2765333 K08/G02 F 64,000.00 ZZ
180 63,622.25 1
1843 SHEPHARD CIRCLE 7.875 607.01 70
7.625 607.01 92,000.00
ATLANTA GA 30311 5 03/22/99 00
0411341324 05 05/01/99 0
0411341324 N 04/01/14
0
2765334 K08/G02 F 68,000.00 ZZ
180 67,605.67 1
33 ERSKINE STREET 8.000 649.84 73
7.750 649.84 94,000.00
1
ASHEVILLE NC 28801 5 03/16/99 00
0411274657 05 05/01/99 0
0411274657 O 04/01/14
0
2765699 549/549 F 84,800.00 ZZ
180 84,026.86 1
2335 EVEREST WAY 7.500 786.11 80
7.250 786.11 106,000.00
KINGWOOD TX 77339 2 02/05/99 00
0066343411 03 04/01/99 0
0066343411 O 03/01/14
0
2765700 549/549 F 140,000.00 ZZ
180 138,709.66 1
13414 NAOMA LANE 7.375 1,287.90 58
7.125 1,287.90 245,000.00
CERRITOS CA 90703 5 02/11/99 00
0066504872 05 04/01/99 0
0066504872 O 03/01/14
0
2765701 549/549 F 240,000.00 ZZ
180 237,811.89 1
2920 JEFFERSON BOULEVARD 7.500 2,224.83 80
7.250 2,224.83 300,000.00
WEST SACRAMENTO CA 95691 2 01/29/99 00
0066536171 05 04/01/99 0
0066536171 O 03/01/14
0
2765702 549/549 F 93,150.00 ZZ
180 92,248.11 1
2622 LAKME CT 7.375 856.91 53
7.125 856.91 178,000.00
SAN JOSE CA 95116 2 02/12/99 00
0066595142 03 04/01/99 0
0066595142 O 03/01/14
0
2765703 549/549 F 115,000.00 ZZ
180 112,239.61 1
294 MORNING SUN AVENUE 7.250 1,049.80 30
7.000 1,049.80 385,000.00
MILL VALLEY CA 94941 5 02/12/99 00
0066597749 05 04/01/99 0
0066597749 O 03/01/14
0
1
2765704 549/549 F 221,250.00 ZZ
180 219,232.82 1
32819 NE 147TH ST 7.500 2,051.02 75
7.250 2,051.02 295,000.00
DUVALL WA 98019 5 02/04/99 00
0066604427 05 04/01/99 0
0066604427 O 03/01/14
0
2765705 549/549 F 93,500.00 ZZ
180 92,647.54 1
1221 EAST 85TH PLACE 7.500 866.76 67
7.250 866.76 140,000.00
DENVER CO 80229 5 02/25/99 00
5000449339 05 04/01/99 0
5000449339 O 03/01/14
0
2765706 429/429 F 180,000.00 ZZ
180 175,467.32 1
200 EAST 32ND STREET 15D 7.375 1,655.87 32
7.125 1,655.87 570,000.00
NEW YORK NY 10016 2 02/10/99 00
0062740920 01 04/01/99 0
0062740920 O 03/01/14
0
2765707 429/429 F 224,000.00 ZZ
180 221,890.31 1
40 CARVER TERRACE 7.125 2,029.07 64
6.875 2,029.07 355,000.00
YONKERS NY 10710 2 02/19/99 00
0062741381 05 04/01/99 0
0062741381 O 03/01/14
0
2765708 429/429 F 248,500.00 ZZ
180 246,283.19 1
2 IVY STREET 7.750 2,339.08 70
7.500 2,339.08 355,000.00
RYE NY 10580 5 02/19/99 00
0062741403 05 04/01/99 0
0062741403 N 03/01/14
0
2765709 429/429 F 217,500.00 ZZ
180 215,429.34 1
1
406 NORTH VILLAGE AVENUE 7.000 1,954.96 69
6.750 1,954.96 317,500.00
ROCKVILLE CENTR NY 11570 1 03/01/99 00
0062741764 05 04/01/99 0
0062741764 O 03/01/14
0
2765710 429/429 F 194,000.00 ZZ
180 192,288.19 2
36 NORTH RAILROAD STREET 7.875 1,840.00 71
7.625 1,840.00 274,000.00
STATEN ISLAND NY 10312 1 02/19/99 00
0065027698 05 04/01/99 0
0065027698 O 03/01/14
0
2765711 429/429 F 45,000.00 ZZ
180 44,619.99 2
25 GEORGE STREET 8.375 439.85 70
8.125 439.85 65,000.00
DRYDEN NY 13053 5 02/09/99 00
0065796659 05 04/01/99 0
0065796659 O 03/01/14
0
2765712 429/429 F 130,000.00 ZZ
180 128,852.91 1
66 CLINTON STREET 7.875 1,232.99 75
7.625 1,232.99 175,000.00
NORWALK CT 06854 2 02/18/99 00
0066244706 05 04/01/99 0
0066244706 O 03/01/14
0
2765713 429/429 F 67,500.00 ZZ
180 66,897.83 1
1726 WEST HAVEN 7.750 635.37 75
7.500 635.37 90,000.00
CHAMPAIGN IL 61820 5 02/22/99 00
5000001445 05 04/01/99 0
5000001445 N 03/01/14
0
2765714 429/429 F 50,250.00 ZZ
180 49,801.71 1
1829 PARKDALE 7.750 473.00 75
7.500 473.00 67,500.00
CHAMPAIGN IL 61821 5 02/22/99 00
5000001460 05 04/01/99 0
1
5000001460 N 03/01/14
0
2765715 429/429 F 95,500.00 ZZ
180 94,610.22 1
39085 EAST BLUEBERRY DRIVE 7.250 871.79 70
7.000 871.79 137,500.00
MENAHGA MN 56464 2 02/25/99 00
5000002351 05 04/01/99 0
5000002351 O 03/01/14
0
2765716 429/429 F 32,000.00 ZZ
180 31,720.72 1
440 COFFEE HOUSE ROAD 8.000 305.81 23
7.750 305.81 142,900.00
KILLINGTON/SHER VT 05751 5 02/24/99 00
5000005248 05 04/01/99 0
5000005248 O 03/01/14
0
2765717 429/429 F 100,000.00 ZZ
180 99,127.23 3
16 CHERRY STREET 8.000 955.66 75
7.750 955.66 135,000.00
MILFORD MA 01757 5 02/10/99 00
5000015437 05 04/01/99 0
5000015437 O 03/01/14
0
2765718 429/429 F 82,000.00 ZZ
180 81,236.01 1
650 SOUTH BISCAYNE RIVER DRIVE 7.250 748.55 72
7.000 748.55 115,000.00
MIAMI FL 33169 5 02/22/99 00
5000031293 05 04/01/99 0
5000031293 O 03/01/14
0
2767519 K08/G02 F 77,000.00 ZZ
180 76,543.55 1
3461 DAVIS ROAD 7.750 724.78 79
7.500 724.78 98,000.00
BESSEMER AL 35023 5 03/19/99 00
0411327521 05 05/01/99 0
0411327521 O 04/01/14
0
1
2767560 K08/G02 F 58,000.00 ZZ
180 57,652.38 1
150 NW 115TH AVE 7.625 541.80 80
7.375 541.80 72,500.00
PLANTATION FL 33325 1 03/24/99 00
0411350721 09 05/01/99 0
0411350721 N 04/01/14
0
2767934 K08/G02 F 440,000.00 ZZ
180 437,391.72 1
5857 SAINT ANNES WAY 7.750 4,141.61 80
7.500 4,141.61 550,000.00
BOCA RATON FL 33496 1 03/25/99 00
0411337470 03 05/01/99 0
0411337470 O 04/01/14
0
2767953 K08/G02 F 70,000.00 ZZ
180 69,594.04 3
4664 36TH STREET, UNIT # A-B 8.000 668.96 35
7.750 668.96 205,000.00
SAN DIEGO CA 92116 5 03/24/99 00
0411336977 05 05/01/99 0
0411336977 N 04/01/14
0
2767974 K08/G02 F 36,600.00 ZZ
180 36,375.81 4
651 PLATT STREET 7.375 336.69 90
7.125 336.69 40,700.00
TOLEDO OH 43605 1 03/25/99 04
0411302102 05 05/01/99 20
0411302102 N 04/01/14
0
2768855 K08/G02 F 261,600.00 ZZ
180 260,066.20 2
699 WASHINGTON ST 7.875 2,481.14 80
7.625 2,481.14 327,000.00
BRIGHTON MA 02135 1 03/26/99 00
0411348451 05 05/01/99 0
0411348451 O 04/01/14
0
2768861 K08/G02 F 80,000.00 ZZ
180 79,525.77 1
125 N.E. CLINTON STREET 7.750 753.02 77
7.500 753.02 105,000.00
1
BURLESON TX 76028 5 03/22/99 00
0411341472 05 05/01/99 0
0411341472 O 04/01/14
0
2768890 K08/G02 F 58,100.00 ZZ
180 57,759.35 1
1525 NORTHWOOD DRIVE 7.875 551.05 70
7.625 551.05 83,000.00
MARBLE FALLS TX 78654 1 03/26/99 00
0411359623 05 05/01/99 0
0411359623 N 04/01/14
0
2769637 K08/G02 F 56,000.00 ZZ
180 55,401.03 1
104 GRAND MEADOW DRIVE 7.875 531.13 71
7.625 531.13 79,000.00
FORT WORTH TX 76108 5 03/29/99 00
0411324593 05 05/01/99 0
0411324593 N 04/01/14
0
2769657 K08/G02 F 54,350.00 ZZ
180 54,034.82 1
664 PASEO LA PERLA 8.000 519.40 75
(NEWBURY PARK) 7.750 519.40 72,500.00
THOUSAND OAKS CA 91320 1 03/21/99 00
0411329915 01 05/01/99 0
0411329915 N 04/01/14
0
2769666 K08/G02 F 48,000.00 ZZ
180 47,721.66 2
48 JONES AVENUE 8.000 458.71 50
7.750 458.71 96,000.00
DEPTFORD NJ 08096 5 03/24/99 00
0411348303 05 05/01/99 0
0411348303 O 04/01/14
0
2769688 K08/G02 F 140,000.00 ZZ
180 139,151.72 1
18509 CROWNOVER COURT 7.500 1,297.82 80
7.250 1,297.82 175,000.00
DALLAS TX 75252 5 03/24/99 00
0411326440 05 05/01/99 0
0411326440 O 04/01/14
0
1
2769705 K08/G02 F 80,800.00 ZZ
180 80,321.02 1
2740 S. CYPRESS CIRCLE 7.750 760.55 80
7.500 760.55 101,000.00
PLANO TX 75075 1 03/24/99 00
0411356629 05 05/01/99 0
0411356629 N 04/01/14
0
2770357 K08/G02 F 47,600.00 ZZ
180 47,335.92 1
1434 SOUTH 123RD EAST PLACE 8.500 468.74 70
8.250 468.74 68,000.00
TULSA OK 74128 2 03/30/99 00
0411292030 05 05/01/99 0
0411292030 N 04/01/14
0
2770598 461/461 F 320,000.00 ZZ
180 316,853.93 1
675 HAVANA AVE 6.625 2,809.59 80
6.375 2,809.59 400,000.00
LONG BEACH CA 90814 5 02/10/99 00
9022297113 05 04/01/99 0
9022297113 O 03/01/14
0
2770600 461/461 F 430,000.00 ZZ
180 425,862.02 1
854 RORKE WAY 6.875 3,834.98 67
6.625 3,834.98 650,000.00
PALO ALTO CA 94303 5 02/18/99 00
9022345060 05 04/01/99 0
9022345060 O 03/01/14
0
2770607 461/461 F 300,000.00 ZZ
180 297,410.34 1
2491 TEQUESTRA 8.125 2,888.65 75
7.875 2,888.65 400,000.00
TUSTIN CA 92782 5 02/11/99 00
9022405138 01 04/01/99 0
9022405138 O 03/01/14
0
2770619 461/461 F 105,000.00 ZZ
180 104,085.06 1
1
435 E 11TH ST 7.250 958.51 75
7.000 958.51 140,000.00
PORT ANGELES WA 98362 5 03/02/99 00
9022442479 05 05/01/99 0
9022442479 O 04/01/14
0
2770627 461/461 F 205,000.00 ZZ
180 203,730.52 1
5011 DOYLE ROAD 7.250 1,871.37 53
7.000 1,871.37 390,000.00
SAN JOSE CA 95129 2 03/02/99 00
9022451728 05 05/01/99 0
9022451728 N 04/01/14
0
2770641 461/461 F 100,000.00 ZZ
180 98,403.84 1
5151 WEST BRYCE LANE 7.625 934.13 61
7.375 934.13 164,732.00
GLENDALE AZ 85301 1 03/02/99 00
9022467799 03 05/01/99 0
9022467799 O 04/01/14
0
2770992 287/287 F 262,500.00 ZZ
180 259,845.62 1
1143 SCHOOL RD 6.950 2,352.10 75
6.700 2,352.10 350,000.00
ROCHESTER HILLS MI 48307 5 02/23/99 00
5498613 05 04/01/99 0
5498613 O 03/01/14
0
2770997 287/287 F 400,000.00 ZZ
180 391,706.40 1
17784 W SPRING LAKE RD 7.200 3,640.19 79
6.950 3,640.19 507,500.00
SPRING LAKE MI 49456 5 03/17/99 00
5865902 05 05/01/99 0
5865902 O 04/01/14
0
2771144 K08/G02 F 35,000.00 ZZ
180 34,794.73 2
1119 HUGHES 8.000 334.48 90
7.750 334.48 38,900.00
FLINT MI 48503 1 03/31/99 04
0411349665 05 05/01/99 20
1
0411349665 N 04/01/14
0
2771154 K08/G02 F 138,900.00 T
180 138,112.14 1
7832 TURKEY OAK LANE 8.250 1,347.52 80
8.000 1,347.52 173,650.00
KISSIMMEE FL 34747 1 03/31/99 00
0411342447 05 05/01/99 0
0411342447 O 04/01/14
0
2771246 K08/G02 F 53,200.00 ZZ
180 52,807.63 1
2170 SW 87TH PLACE 8.250 516.11 70
8.000 516.11 76,000.00
OCALA FL 34476 5 03/31/99 00
0411152788 05 05/01/99 0
0411152788 N 04/01/14
0
2771256 K08/G02 F 86,500.00 ZZ
180 85,975.88 1
21439 81ST PLACE B 7.500 801.87 77
7.250 801.87 113,000.00
O'BRIEN FL 32071 2 03/24/99 00
0411353154 05 05/01/99 0
0411353154 O 04/01/14
0
2771788 K08/G02 F 25,000.00 ZZ
180 24,821.61 1
180 SE LUCERO DRIVE 7.750 235.32 60
7.500 235.32 42,000.00
PORT ST. LUCIE FL 34983 1 04/01/99 00
0411330178 05 05/01/99 0
0411330178 N 04/01/14
0
2771802 K08/G02 F 48,750.00 ZZ
180 48,358.08 4
2302 - 2312 54TH STREET 8.875 490.84 75
8.625 490.84 65,000.00
GALVESTON TX 77551 1 03/31/99 00
0411366586 05 05/01/99 0
0411366586 N 04/01/14
0
1
2771816 K08/G02 F 44,000.00 ZZ
180 43,736.29 1
8714 LIBERTY PL 7.625 411.02 80
7.375 411.02 55,000.00
TAMPA FL 33626 1 04/01/99 00
0411346513 09 05/01/99 0
0411346513 N 04/01/14
0
2771817 K08/G02 F 49,050.00 ZZ
180 48,777.90 2
140 S. CRESCENT AVENUE 8.500 483.01 90
8.250 483.01 54,500.00
INDEPENDENCE MO 64053 1 03/31/99 10
0411368004 05 05/01/99 25
0411368004 N 04/01/14
0
2772789 K08/G02 F 128,800.00 ZZ
180 128,019.59 1
1590 BEDFORD STREET 7.500 1,193.99 80
7.250 1,193.99 161,000.00
RAHWAY NJ 07065 5 03/29/99 00
0411329089 05 05/01/99 0
0411329089 O 04/01/14
0
2772808 K08/G02 F 78,300.00 ZZ
180 78,063.53 1
341 ST. MARK ROAD 7.500 725.85 90
7.250 725.85 87,000.00
TAYLORS SC 29687 5 03/29/99 14
0411345309 05 06/01/99 25
0411345309 O 05/01/14
0
2773749 K08/G02 F 56,800.00 ZZ
180 56,444.43 1
7105 MOAT COVE 7.125 514.51 80
6.875 514.51 71,000.00
AUSTIN TX 78745 5 03/29/99 00
0411328081 05 05/01/99 0
0411328081 O 04/01/14
0
2773765 K08/G02 F 192,000.00 ZZ
180 191,400.80 1
22400 GAVILAN ROAD 7.125 1,739.20 73
6.875 1,739.20 265,000.00
1
PERRIS CA 92570 5 03/30/99 00
0411347602 05 06/01/99 0
0411347602 O 05/01/14
0
2773766 K08/G02 F 35,200.00 ZZ
180 34,993.63 1
506 45TH AVENUE 7.875 333.85 80
7.625 333.85 44,000.00
AMARILLO TX 79110 5 03/30/99 00
0411284813 05 05/01/99 0
0411284813 O 04/01/14
0
2773782 K08/G02 F 100,000.00 ZZ
180 99,373.99 1
5907 LLANO AVENUE 7.125 905.83 80
6.875 905.83 125,000.00
DALLAS TX 75206 5 03/30/99 00
0411346240 05 05/01/99 0
0411346240 O 04/01/14
0
2774933 K08/G02 F 133,000.00 ZZ
180 132,611.37 1
2100 RED OAK CIRCLE 7.875 1,261.44 75
7.625 1,261.44 178,000.00
ROUND ROCK TX 78681 5 04/01/99 00
0411322670 03 06/01/99 0
0411322670 O 05/01/14
0
2774946 K08/G02 F 58,500.00 ZZ
180 58,329.07 1
7121 WINDBROOK LANE 7.875 554.84 75
7.625 554.84 78,000.00
CORPUS CHRISTI TX 78414 5 04/01/99 00
0411301732 05 06/01/99 0
0411301732 O 05/01/14
0
2774947 K08/G02 F 60,000.00 ZZ
180 59,830.42 1
ROUTE 4, BOX 4242C 8.250 582.08 62
8.000 582.08 98,000.00
BELTON TX 76513 5 04/06/99 00
0411341910 05 06/01/99 0
0411341910 N 05/01/14
0
1
2774956 K08/G02 F 400,000.00 ZZ
180 397,576.35 1
409 VIA PASQUAL 7.500 3,708.05 73
7.250 3,708.05 550,000.00
TORRANCE CA 90277 5 03/29/99 00
0411299191 05 05/01/99 0
0411299191 O 04/01/14
0
2776053 K08/G02 F 139,000.00 ZZ
180 138,139.23 1
3332 PEMBROOKE LANE 7.250 1,268.88 85
7.000 1,268.88 165,000.00
HOOVER AL 35226 5 04/02/99 14
0411359342 05 05/01/99 12
0411359342 O 04/01/14
0
2776070 K08/G02 F 27,000.00 ZZ
180 26,923.69 1
3244 NICHOLAS AVE. 8.250 261.94 90
8.000 261.94 30,000.00
INDIANAPOLIS IN 46218 1 04/07/99 04
0411297500 05 06/01/99 25
0411297500 N 05/01/14
0
2776077 K08/G02 F 31,200.00 ZZ
180 31,019.08 1
397 FAITH DRIVE 8.000 298.16 80
7.750 298.16 39,000.00
CONCORD NC 28027 1 04/07/99 00
0411348329 05 05/01/99 0
0411348329 N 04/01/14
0
2776829 K08/G02 F 139,500.00 ZZ
180 139,110.08 2
70 UNION STREET 8.375 1,363.51 90
8.125 1,363.51 155,000.00
MANSFIELD MA 02048 1 04/08/99 10
0411373624 05 06/01/99 25
0411373624 N 05/01/14
0
2776836 K08/G02 F 70,000.00 ZZ
180 69,566.53 2
1
6608-6610 SUMMER RAIN WAY 7.250 639.00 61
7.000 639.00 115,000.00
CITRUS HEIGHTS CA 95621 5 03/26/99 00
0411340243 05 05/01/99 0
0411340243 N 04/01/14
0
2776844 K08/G02 F 42,000.00 ZZ
180 41,870.35 1
7955 TIPPECANOE AVENUE 7.250 383.40 56
7.000 383.40 75,000.00
HIGHLANDS CA 92410 2 03/30/99 00
0411330913 05 06/01/99 0
0411330913 O 05/01/14
0
2777830 K08/G02 F 41,250.00 ZZ
180 41,032.89 1
633 WILSON AVE. 8.375 403.19 75
8.125 403.19 55,000.00
MARION OH 43302 5 04/09/99 00
0411360985 05 06/01/99 0
0411360985 N 05/01/14
0
2777840 K08/G02 F 201,250.00 ZZ
180 200,642.20 4
705 67TH AVENUE NORTH 7.500 1,865.61 74
7.250 1,865.61 275,000.00
MYRTLE BEACH SC 29572 2 04/05/99 00
0411321110 05 06/01/99 0
0411321110 O 05/01/14
0
2777857 K08/G02 F 32,000.00 ZZ
180 31,905.46 1
101 DERBY LANE 7.750 301.21 80
7.500 301.21 40,000.00
MESQUITE TX 75149 2 04/12/99 00
0411352107 05 06/01/99 0
0411352107 N 05/01/14
0
2777867 K08/G02 F 28,800.00 ZZ
180 28,627.39 1
6025 N.W. 49TH STREET 7.625 269.03 90
7.375 269.03 32,000.00
OKLAHOMA CITY OK 73122 1 03/16/99 04
0411315617 05 05/01/99 20
1
0411315617 N 04/01/14
0
2780950 K08/G02 F 51,550.00 ZZ
180 51,401.03 1
7651 SAN ANGELO 8.000 492.64 31
7.750 492.64 170,000.00
CORPUS CHRISTI TX 78413 5 04/05/99 00
0411333271 05 06/01/99 0
0411333271 O 05/01/14
0
2780971 K08/G02 F 500,000.00 T
180 498,522.79 1
617 LAGOON DRIVE 7.750 4,706.38 46
7.500 4,706.38 1,100,000.00
DESTIN FL 32541 5 04/07/99 95
0411346463 05 06/01/99 0
0411346463 O 05/01/14
0
2780978 K08/G02 F 93,750.00 ZZ
180 93,473.02 1
38 W. ADNEY LN 7.750 882.45 75
7.500 882.45 125,000.00
CROSBY MN 56441 5 04/06/99 00
0411330350 05 06/01/99 0
0411330350 O 05/01/14
0
2780982 K08/G02 F 66,050.00 ZZ
180 65,850.52 1
3311 SARA DRIVE 7.500 612.29 79
7.250 612.29 84,536.00
ROWLETT TX 75088 1 04/09/99 00
0411376635 05 06/01/99 0
0411376635 O 05/01/14
0
2780984 K08/G02 F 216,000.00 ZZ
180 215,333.22 1
84 ST PAULS DRIVE 7.250 1,971.78 80
7.000 1,971.78 270,000.00
VENTURA CA 93003 2 04/02/99 00
0411369184 05 06/01/99 0
0411369184 O 05/01/14
0
1
2782656 K08/G02 F 68,000.00 ZZ
180 67,790.08 1
423 RORARY DRIVE 7.250 620.75 80
7.000 620.75 85,000.00
RICHARDSON TX 75081 5 04/08/99 00
0411354533 05 06/01/99 0
0411354533 O 05/01/14
0
2782661 K08/G02 F 25,000.00 ZZ
180 24,926.95 1
4402 GLOMAR AVENUE 7.875 237.11 59
7.625 237.11 42,500.00
AUSTIN TX 78721 5 04/13/99 00
0411376890 05 06/01/99 0
0411376890 N 05/01/14
0
2782669 K08/G02 F 50,000.00 ZZ
180 49,850.65 1
929 KING ROAD 7.625 467.06 54
7.375 467.06 93,000.00
PISGAH FOREST NC 28768 5 04/13/99 00
0411349962 05 06/01/99 0
0411349962 N 05/01/14
0
2782680 K08/G02 F 88,800.00 ZZ
180 88,525.88 1
4412 FENWICK WAY 7.250 810.62 80
7.000 810.62 111,000.00
NORTH HIGHLANDS CA 95660 2 04/07/99 00
0411371263 05 06/01/99 0
0411371263 O 05/01/14
0
2782681 K08/G02 F 111,200.00 ZZ
180 110,871.47 1
7422 FOXWORTH DRIVE 7.750 1,046.70 80
7.500 1,046.70 139,000.00
DALLAS TX 75248 1 04/08/99 00
0411356694 05 06/01/99 0
0411356694 N 05/01/14
0
2787513 K08/G02 F 58,000.00 ZZ
180 57,841.47 1
314 NORTH EDITH 8.625 575.41 73
8.375 575.41 80,000.00
1
CORTEZ CO 81321 5 04/13/99 00
0411352735 05 06/01/99 0
0411352735 N 05/01/14
0
2787515 K08/G02 F 55,000.00 ZZ
180 54,837.51 1
4415 PELICAN ROAD 7.750 517.70 72
7.500 517.70 77,000.00
GALVESTON TX 77554 5 04/09/99 00
0411349228 09 06/01/99 0
0411349228 O 05/01/14
0
2787520 K08/G02 F 65,600.00 ZZ
180 65,223.77 1
4406 WOODWORTH 8.125 631.65 80
7.875 631.65 82,000.00
DEARBORN MI 48126 5 03/25/99 00
0411353766 05 05/01/99 0
0411353766 N 04/01/14
0
2788068 K08/G02 F 74,200.00 ZZ
180 73,983.19 2
1090-92 NW 37TH STREET 7.875 703.75 60
7.625 703.75 124,000.00
MIAMI FL 33127 5 04/15/99 00
0411182249 05 06/01/99 0
0411182249 N 05/01/14
0
2788075 K08/G02 F 132,000.00 ZZ
180 131,622.75 4
81 BAIRD STREET 8.125 1,271.00 80
7.875 1,271.00 165,000.00
ASHVILLE NC 28801 1 04/15/99 00
0411356967 05 06/01/99 0
0411356967 N 05/01/14
0
2788084 K08/G02 F 59,400.00 ZZ
180 59,232.12 1
1505 NORTH J TERRACE 8.250 576.26 90
8.000 576.26 66,000.00
LAKE WORTH FL 33460 1 04/15/99 04
0411326093 05 06/01/99 25
0411326093 N 05/01/14
0
1
2788092 K08/G02 F 72,600.00 ZZ
180 72,380.74 2
2923 NE 7TH AVE 7.500 673.01 60
7.250 673.01 121,000.00
POMPANO BEACH FL 33064 5 04/15/99 00
0411379407 05 06/01/99 0
0411379407 N 05/01/14
0
2788093 K08/G02 F 72,600.00 ZZ
180 72,380.74 2
2930 NE 7TH AVENUE 7.500 673.01 60
7.250 673.01 121,000.00
POMPANO BEACH FL 33064 5 04/15/99 00
0411385719 05 06/01/99 0
0411385719 N 05/01/14
0
2788886 K08/G02 F 63,650.00 T
180 63,138.65 1
581 RIVER OAKS DRIVE 7.625 594.57 90
UNIT # 6-F 7.375 594.57 70,750.00
MYRTLE BEACH SC 29579 1 04/16/99 14
0411381437 01 06/01/99 25
0411381437 O 05/01/14
0
2788897 K08/G02 F 149,600.00 ZZ
180 149,138.19 1
3135 WILMA AVENUE 7.250 1,365.64 85
7.000 1,365.64 176,000.00
JUNEAU AK 99801 5 04/08/99 11
0411320674 05 06/01/99 12
0411320674 O 05/01/14
0
2788900 K08/G02 F 32,800.00 ZZ
180 32,707.29 1
1224 NORTH 4TH STREET 8.250 318.21 80
8.000 318.21 41,000.00
INDEPENDANCE KS 67301 1 04/14/99 00
0411337835 05 06/01/99 0
0411337835 N 05/01/14
0
2789509 K08/G02 F 48,000.00 ZZ
180 47,859.74 2
1
2701 SPRUCEWOOD, UNITS A & B 7.875 455.26 80
7.625 455.26 60,000.00
BRYAN TX 77801 1 04/14/99 00
0411325798 05 06/01/99 0
0411325798 N 05/01/14
0
2789527 K08/G02 F 123,750.00 T
180 123,384.39 1
5225 COLLINS AVE UNIT #906 7.750 1,164.83 75
7.500 1,164.83 165,000.00
MIAMI BEACH FL 33140 1 04/15/99 95
0411333586 21 06/01/99 0
0411333586 O 05/01/14
0
2789548 K08/G02 F 76,000.00 ZZ
180 75,755.46 1
8841 S. CRESCENT DRIVE 7.750 715.37 65
7.500 715.37 118,000.00
MIRAMAR FL 33025 5 04/13/99 00
0411372600 05 06/01/99 0
0411372600 O 05/01/14
0
2789549 K08/G02 F 97,000.00 ZZ
180 96,719.69 1
5555 HURD ROAD 8.000 926.98 70
7.750 926.98 140,000.00
ORTONVILLE MI 48462 5 04/13/99 00
0411372675 05 06/01/99 0
0411372675 O 05/01/14
0
2789550 K08/G02 F 174,000.00 ZZ
180 173,497.17 1
823 WESLEY DRIVE 8.000 1,662.83 71
7.750 1,662.83 246,000.00
TROY MI 48098 2 04/13/99 00
0411268410 05 06/01/99 0
0411268410 O 05/01/14
0
2789552 K08/G02 F 112,000.00 ZZ
180 111,658.02 1
204 RED HAVEN DRIVE 7.375 1,030.31 80
7.125 1,030.31 140,000.00
BOILING SPRINGS SC 29316 2 04/14/99 00
0411345770 05 06/01/99 0
1
0411345770 O 05/01/14
0
2789564 K08/G02 F 160,000.00 ZZ
180 159,552.79 1
2341 SHINNERY OAK DRIVE 8.375 1,563.88 80
8.125 1,563.88 200,000.00
PLANO TX 75074 1 04/19/99 00
0411365992 03 06/01/99 0
0411365992 N 05/01/14
0
2790129 K08/G02 F 54,400.00 ZZ
180 54,244.52 1
1501 ECTOR CIRCLE 8.125 523.81 80
7.875 523.81 68,000.00
MESQUITE TX 75150 1 04/06/99 00
0411350663 05 06/01/99 0
0411350663 N 05/01/14
0
2790131 K08/G02 F 100,000.00 ZZ
180 99,707.80 1
11680 CLAY STREET 7.875 948.45 69
7.625 948.45 145,000.00
HUNTSBURG OH 44046 5 04/15/99 00
0411359052 05 06/01/99 0
0411359052 O 05/01/14
0
2790137 K08/G02 F 57,500.00 ZZ
180 57,324.43 1
834 NW 20TH STREET 7.375 528.96 85
7.125 528.96 68,000.00
LAWTON OK 73505 2 04/15/99 10
0411362064 05 06/01/99 6
0411362064 O 05/01/14
0
2790156 K08/G02 F 41,400.00 ZZ
180 41,284.29 1
20860 SAN SIMEON WAY UNIT #308 8.375 404.65 90
8.125 404.65 46,000.00
NORTH MIAMI BEA FL 33179 2 04/15/99 04
0411366412 01 06/01/99 25
0411366412 N 05/01/14
0
1
2790708 K08/G02 F 27,900.00 ZZ
180 27,814.81 1
613 CARRIAGEHOUSE LANE UNIT D3 7.375 256.66 74
7.125 256.66 37,900.00
GARLAND TX 75040 1 04/21/99 00
0411393333 01 06/01/99 0
0411393333 O 05/01/14
0
2790715 K08/G02 F 85,000.00 ZZ
180 84,751.63 1
2282 EMERALD FALLS DR 7.875 806.18 85
7.625 806.18 100,000.00
DECATUR GA 30035 5 04/16/99 10
0411363427 05 06/01/99 12
0411363427 O 05/01/14
0
2790724 K08/G02 F 59,900.00 ZZ
180 59,719.10 1
612 MAIN STREET 7.500 555.28 74
7.250 555.28 81,000.00
CHURCH HILL MD 21623 2 04/16/99 00
0411323074 05 06/01/99 0
0411323074 O 05/01/14
0
2790727 K08/G02 F 43,000.00 ZZ
180 42,874.36 1
8634 OKLAHOMA AVENUE 7.875 407.83 76
7.625 407.83 57,000.00
BROWNSVILLE TX 78521 5 04/12/99 00
0411331135 05 06/01/99 0
0411331135 O 05/01/14
0
2790811 E82/G02 F 55,000.00 ZZ
180 17,938.27 1
3008 NORTH BATTLE CREEK D 7.625 513.77 36
7.375 513.77 155,000.00
BROKEN ARROW OK 74012 1 04/23/99 00
0400190658 03 06/01/99 0
0400190658 O 05/01/14
0
2791670 K08/G02 F 44,000.00 ZZ
180 43,870.01 1
4201 WINFIELD AVENUE 7.750 414.16 80
7.500 414.16 55,000.00
1
FORTH WORTH TX 76109 1 04/22/99 00
0411394604 05 06/01/99 0
0411394604 N 05/01/14
0
2791676 K08/G02 F 50,900.00 ZZ
180 50,751.27 1
4327 WARM SPRINGS ROAD 7.875 482.76 70
7.625 482.76 72,750.00
HOUSTON TX 77035 1 04/22/99 00
0411390354 05 06/01/99 0
0411390354 N 05/01/14
0
2791697 K08/G02 F 134,100.00 ZZ
180 133,287.48 1
1433 NORTH RIDGECREST DRI 7.500 1,243.12 90
7.250 1,243.12 149,000.00
MANTECA CA 95336 2 03/30/99 04
0411334584 05 05/01/99 25
0411334584 N 04/01/14
0
2791769 461/461 F 295,000.00 ZZ
180 291,324.22 1
2006 GATES AVENUE NO. B 7.250 2,692.95 72
7.000 2,692.95 415,000.00
REDONDO BEACH CA 90278 2 01/05/99 00
9022323356 01 03/01/99 0
9022323356 N 02/01/14
0
2791770 461/461 F 186,000.00 ZZ
180 184,848.17 1
5420 LINDLEY AVENUE #3 7.250 1,697.93 80
7.000 1,697.93 235,000.00
ENCINO CA 91316 2 03/05/99 00
9022439848 01 05/01/99 0
9022439848 O 04/01/14
0
2791771 461/461 F 200,000.00 ZZ
180 199,229.17 1
19925 RAY CIRCLE 7.375 1,839.85 68
7.125 1,839.85 295,000.00
CERRITOS CA 90703 5 03/29/99 00
9022448104 05 06/01/99 0
9022448104 O 05/01/14
0
1
2791772 461/461 F 140,000.00 T
180 138,639.34 1
122 NORTH EUREKA DRIVE 7.375 1,287.90 70
7.125 1,287.90 200,000.00
BIG BEAR LAKE CA 92315 5 03/12/99 00
9022485619 05 05/01/99 0
9022485619 O 04/01/14
0
2791773 461/461 F 180,000.00 ZZ
180 178,921.20 4
2530-2530 1/2-2532 & 2534 ADEL 7.625 1,681.44 75
7.375 1,681.44 240,000.00
EL MONTE CA 91753 2 03/17/99 00
9022486625 05 05/01/99 0
9022486625 N 04/01/14
0
2791774 461/461 F 275,000.00 ZZ
180 273,240.82 1
8670 TODD VIEW COURT 6.875 2,452.60 77
6.625 2,452.60 360,000.00
WEST HILLS CA 91304 5 03/16/99 00
9022489025 05 05/01/99 0
9022489025 O 04/01/14
0
2791775 461/461 F 102,300.00 ZZ
180 101,688.82 1
316 SOUTH F STREET 7.625 955.62 69
7.375 955.62 150,000.00
LOMPOC CA 93436 2 03/24/99 00
9022512933 05 05/01/99 0
9022512933 O 04/01/14
0
2791776 461/461 F 48,350.00 ZZ
180 48,208.72 1
1134 SOUTH SPUR 7.875 458.58 44
7.625 458.58 110,000.00
MESA AZ 85204 2 04/05/99 00
9022513931 05 06/01/99 0
9022513931 O 05/01/14
0
2791952 549/549 F 42,000.00 ZZ
180 41,753.75 1
1
124 ATKINSON AVENUE 7.875 398.35 60
7.625 398.35 70,000.00
SHAFTER CA 93263 2 03/18/99 00
0065955501 05 05/01/99 0
0065955501 O 04/01/14
0
2791953 549/549 F 157,500.00 ZZ
180 156,095.00 1
3956 NOBEL DRIVE #104 7.750 1,482.51 75
7.500 1,482.51 210,000.00
SAN DIEGO CA 92122 5 02/01/99 00
0066658608 01 04/01/99 0
0066658608 O 03/01/14
0
2791954 549/549 F 160,000.00 ZZ
180 159,495.20 1
19 JOAN AVENUE 7.000 1,438.13 66
6.750 1,438.13 245,000.00
NOVATO CA 94947 5 03/31/99 00
5000085596 05 06/01/99 0
5000085596 O 05/01/14
0
2791955 549/549 F 272,000.00 ZZ
180 270,297.22 1
2524 RIVERA STREET 7.125 2,463.87 69
6.875 2,463.87 397,000.00
SAN FRANCISCO CA 94116 2 03/23/99 00
5000086487 05 05/01/99 0
5000086487 O 04/01/14
0
2791956 549/549 F 55,600.00 ZZ
180 55,266.77 1
265 CURRY AVENUE 7.625 519.38 80
7.375 519.38 69,500.00
VALLEJO CA 94590 1 04/02/99 00
5000257757 05 05/01/99 0
5000257757 O 04/01/14
0
2791957 549/549 F 184,000.00 ZZ
180 182,322.50 1
2008 LAKEVIEW COURT 7.375 1,692.66 80
7.125 1,692.66 230,000.00
MODESTO CA 95355 2 03/09/99 00
5000259803 05 05/01/99 0
1
5000259803 O 04/01/14
0
2791958 549/549 F 97,500.00 T
180 96,909.23 1
260 EAST CHESTNUT AVENUE 902 7.500 903.84 75
7.250 903.84 130,000.00
CHICAGO IL 60611 1 03/22/99 00
5000293620 01 05/01/99 0
5000293620 O 04/01/14
0
2791959 549/549 F 100,000.00 ZZ
180 99,280.13 1
13979 TAWYA ROAD 7.250 912.87 75
7.000 912.87 135,000.00
APPLE VALLEY CA 92307 2 03/25/99 00
5000319540 05 05/01/99 0
5000319540 O 04/01/14
0
2791960 549/549 F 322,000.00 ZZ
180 321,059.12 1
HC70 BOX 1020 7.875 3,054.01 70
7.625 3,054.01 460,000.00
PECOS NM 87552 2 04/01/99 00
5000453984 05 06/01/99 0
5000453984 O 05/01/14
0
2791961 549/549 F 125,000.00 ZZ
180 124,225.93 1
990 ALA NANALA STREET #16-D 7.250 1,141.08 72
7.000 1,141.08 175,000.00
HONOLULU HI 96818 1 03/25/99 00
5000487107 01 05/01/99 0
5000487107 O 04/01/14
0
2791962 429/429 F 125,000.00 ZZ
180 124,234.29 1
188 NORTH CHESTNUT AVENUE 7.375 1,149.91 70
7.125 1,149.91 180,000.00
NORTH MASSAPEQU NY 11762 1 03/12/99 00
0062741977 05 05/01/99 0
0062741977 O 04/01/14
0
1
2791963 429/429 F 100,000.00 ZZ
180 98,834.22 1
19 MANHATTAN AVENUE 6.875 891.86 53
6.625 891.86 190,000.00
WESTBURY NY 11590 5 03/01/99 00
0066837367 05 04/01/99 0
0066837367 O 03/01/14
0
2791964 429/429 F 85,000.00 ZZ
180 84,479.32 1
2779 ROUTE 9 7.375 781.94 57
7.125 781.94 149,500.00
LAKE GEORGE NY 12845 5 03/30/99 00
5000005677 05 05/01/99 0
5000005677 O 04/01/14
0
2791965 429/429 F 85,000.00 ZZ
180 84,156.20 1
200 APACHE WAY 7.125 769.96 74
6.875 769.96 115,000.00
TEWKSBURY MA 01876 2 02/22/99 00
5000015627 01 04/01/99 0
5000015627 O 03/01/14
0
2791966 429/429 F 96,000.00 T
180 95,152.91 1
8201 SANDPIPER WAY 7.875 910.52 60
7.625 910.52 160,000.00
WEST PALM BEACH FL 33418 1 03/05/99 00
5000197136 03 04/01/99 0
5000197136 O 03/01/14
0
2791967 429/429 F 179,900.00 ZZ
180 178,330.32 2
1158 PREAKNESS AVENUE 7.750 1,693.36 75
7.500 1,693.36 240,000.00
WAYNE NJ 07470 1 03/18/99 00
5000369081 05 05/01/99 0
5000369081 N 04/01/14
0
2791968 429/429 F 177,000.00 ZZ
180 176,459.54 1
14 MANNING COURT 7.375 1,628.27 76
7.125 1,628.27 235,000.00
1
HIGH BRIDGE NJ 08829 2 04/09/99 00
5000377746 05 06/01/99 0
5000377746 O 05/01/14
0
2791969 429/429 F 38,000.00 ZZ
180 37,774.73 1
1151 SOUTH TAYLOR STREET 7.750 357.69 35
7.500 357.69 110,000.00
GREEN BAY WI 54304 5 03/22/99 00
5000499854 05 05/01/99 0
5000499854 O 04/01/14
0
2791970 429/429 F 136,800.00 ZZ
180 135,962.01 1
1201 WINDMILL LANE 7.375 1,258.46 59
7.125 1,258.46 234,000.00
SILVER SPRINGS MD 20905 2 03/25/99 00
5000610450 05 05/01/99 0
5000610450 O 04/01/14
0
2791971 429/429 F 150,000.00 ZZ
180 149,071.10 1
409 FILLMORE STREET 7.250 1,369.30 75
7.000 1,369.30 201,000.00
ARLINGTON VA 22204 2 03/29/99 00
5000610658 05 05/01/99 0
5000610658 O 04/01/14
0
2792347 K08/G02 F 77,000.00 ZZ
180 76,789.54 1
3502 WYCLIFF AVENUE 8.625 763.90 70
8.375 763.90 110,000.00
DALLAS TX 75219 5 04/12/99 00
0411377138 03 06/01/99 0
0411377138 N 05/01/14
0
2792370 K08/G02 F 115,200.00 ZZ
180 114,840.48 1
1510 JENNIFER DRIVE 7.125 1,043.52 80
6.875 1,043.52 144,000.00
GARLAND TX 75042 1 04/22/99 00
0411380363 03 06/01/99 0
0411380363 O 05/01/14
0
1
2792393 K08/G02 F 31,500.00 ZZ
180 31,410.97 1
423 HOME AVENUE 8.250 305.59 90
8.000 305.59 35,000.00
TRENTON NJ 08611 1 04/23/99 04
0411360233 05 06/01/99 25
0411360233 N 05/01/14
0
2792397 K08/G02 F 54,900.00 ZZ
180 54,743.10 1
417 FOURTH STREET NE 8.125 528.62 90
7.875 528.62 61,000.00
MINNEAPOLIS MN 55413 1 04/23/99 10
0411381445 05 06/01/99 20
0411381445 N 05/01/14
0
2792400 K08/G02 F 123,750.00 ZZ
180 123,388.40 2
627-629 N.W. 20TH AVE. 7.875 1,173.71 90
7.625 1,173.71 137,500.00
MIAMI FL 33125 1 04/23/99 04
0411365844 05 06/01/99 25
0411365844 N 05/01/14
0
2792437 E82/G02 F 86,500.00 ZZ
180 86,250.03 3
1712 WHITE PLAINS ROAD 8.000 826.64 48
7.750 826.64 183,000.00
BRONX NY 10462 5 04/27/99 00
0400200358 05 06/01/99 0
0400200358 N 05/01/14
0
2793512 K08/G02 F 93,000.00 ZZ
180 92,716.03 1
633 CAVE FARM ROAD 7.375 855.53 62
7.125 855.53 150,000.00
TROY MO 63379 5 04/20/99 00
0411296569 05 06/01/99 0
0411296569 O 05/01/14
0
2793536 K08/G02 F 94,800.00 ZZ
180 94,504.15 1
1
333 CLOVER LANE 7.125 858.73 70
6.875 858.73 135,500.00
FORT COLLINS CO 80521 2 04/26/99 00
0411359466 05 06/01/99 0
0411359466 N 05/01/14
0
2793537 K08/G02 F 87,100.00 ZZ
180 86,828.18 1
724 TYLER STREET 7.125 788.98 70
6.875 788.98 124,500.00
FORT COLLINS CO 80521 2 04/26/99 00
0411359557 05 06/01/99 0
0411359557 N 05/01/14
0
2793538 K08/G02 F 91,300.00 ZZ
180 91,015.07 1
428 EAST DRAKE ROAD 7.125 827.02 70
6.875 827.02 130,500.00
FORT COLLINS CO 80525 2 04/26/99 00
0411359581 05 06/01/99 0
0411359581 N 05/01/14
0
2793555 K08/G02 F 45,900.00 ZZ
180 45,758.31 1
102 MAUDIE LANE 7.250 419.00 85
7.000 419.00 54,000.00
BARTLESVILLE OK 74003 5 04/21/99 10
0411388895 05 06/01/99 12
0411388895 O 05/01/14
0
2793556 K08/G02 F 184,000.00 ZZ
180 183,438.17 1
317 NORTHWEST 76TH STREET 7.375 1,692.66 80
7.125 1,692.66 230,000.00
SEATTLE WA 98117 5 04/16/99 00
0411374382 05 06/01/99 0
0411374382 O 05/01/14
0
2793558 K08/G02 F 71,300.00 ZZ
180 70,993.95 1
7018 CREASE LANE 8.000 681.38 70
7.750 681.38 102,000.00
PHILADELPHIA PA 19128 5 04/21/99 00
0411380413 07 06/01/99 0
1
0411380413 O 05/01/14
0
2793560 K08/G02 F 73,500.00 ZZ
180 73,268.11 1
718 KEY ROAD 7.000 660.64 70
6.750 660.64 105,000.00
RIPON CA 95366 5 04/15/99 00
0411293889 05 06/01/99 0
0411293889 N 05/01/14
0
2793561 K08/G02 F 91,000.00 ZZ
180 90,712.90 1
1111 SIXTH STREET 7.000 817.93 70
6.750 817.93 130,000.00
RIPON CA 95366 5 04/15/99 00
0411293863 05 06/01/99 0
0411293863 N 05/01/14
0
2793562 K08/G02 F 112,000.00 ZZ
180 111,646.64 1
22200 SOUTH NORTH RIPON R 7.000 1,006.69 80
6.750 1,006.69 140,000.00
RIPON CA 95366 2 04/15/99 00
0411293848 05 06/01/99 0
0411293848 O 05/01/14
0
2793580 K08/G02 F 34,200.00 ZZ
180 33,997.25 1
6124 N.W. 56TH STREET 7.750 321.92 90
7.500 321.92 38,000.00
WARR ACRES OK 73122 1 04/05/99 04
0431310069 05 05/01/99 25
0411341225 N 04/01/14
0
2794073 K08/G02 F 95,200.00 ZZ
180 94,906.12 1
173 LIGUSTRUM DRIVE 7.250 869.05 80
7.000 869.05 119,000.00
SAN ANTONIO TX 78228 1 04/22/99 00
0411364573 05 06/01/99 0
0411364573 O 05/01/14
0
1
2794093 K08/G02 F 37,800.00 ZZ
180 37,690.76 2
133-135 TARLTON STREET 8.000 361.24 90
7.750 361.24 42,000.00
CORPUS CHRISTI TX 78415 1 04/23/99 04
0411352941 05 06/01/99 25
0411352941 N 05/01/14
0
2794096 K08/G02 F 91,000.00 ZZ
180 90,725.17 1
607 PIONEER ROAD 7.500 843.58 70
7.250 843.58 130,000.00
GRAND JUNCTION CO 81504 5 04/22/99 00
0411293533 05 06/01/99 0
0411293533 O 05/01/14
0
2794255 354/354 F 235,000.00 ZZ
180 232,810.51 1
613 CENTENNIAL LA 7.250 2,145.23 73
7.000 2,145.23 325,000.00
LEXINGTON KY 40502 5 02/24/99 00
0022762710 05 04/01/99 0
0022762710 O 03/01/14
0
2794256 354/354 F 105,000.00 ZZ
180 104,342.69 1
2843 EAST BERYL AVE 7.125 951.12 75
6.875 951.12 140,000.00
PHOENIX AZ 85028 5 03/11/99 00
22909295 05 05/01/99 0
22909295 O 04/01/14
0
2794257 354/354 F 101,400.00 ZZ
180 100,778.87 1
717 E 13 1/2 STREET 7.375 932.80 80
7.125 932.80 126,812.00
HOUSTON TX 77008 1 03/24/99 00
22914592 03 05/01/99 0
22914592 O 04/01/14
0
2794258 354/354 F 67,883.00 ZZ
180 67,125.52 1
237 MIMOSA ROAD 7.375 624.48 69
7.125 624.48 99,800.00
1
ST AUGUSTINE FL 32086 5 03/25/99 00
0027732627 05 05/01/99 0
0027732627 O 04/01/14
0
2794259 354/354 F 97,700.00 T
180 97,062.44 1
795 CREPE MYRTLE AVE 7.500 905.70 74
7.250 905.70 133,000.00
APOPKA FL 32712 2 03/03/99 00
0027740372 03 05/01/99 0
0027740372 O 04/01/14
0
2794260 354/354 F 52,000.00 ZZ
180 51,705.03 1
321 PATTEN HEIGHTS STREET 8.250 504.48 40
8.000 504.48 130,000.00
LAKELAND FL 33803 2 03/18/99 00
0027866110 05 05/01/99 0
0027866110 O 04/01/14
0
2794261 354/354 F 50,000.00 T
180 49,706.84 1
2790 NW 1 TERRACE 7.875 474.23 80
7.625 474.23 63,000.00
POMPANO BEACH FL 33064 1 03/11/99 00
0027871821 03 05/01/99 0
0027871821 O 04/01/14
0
2794262 354/354 F 121,100.00 T
180 120,109.68 1
738 STANTON DRIVE 7.875 1,148.58 70
7.625 1,148.58 173,000.00
WESTON FL 33326 1 03/08/99 00
0027876416 03 05/01/99 0
0027876416 O 04/01/14
0
2794263 354/354 F 400,000.00 ZZ
180 397,522.96 1
18 PIRATES WAY 7.250 3,651.46 61
7.000 3,651.46 665,000.00
MANTEO NC 27954 1 03/30/99 00
0027877745 03 05/01/99 0
0027877745 O 04/01/14
0
1
2794264 354/354 F 239,000.00 T
180 237,551.87 1
8732 SOUTH BAY DRIVE 7.500 2,215.56 66
7.250 2,215.56 366,000.00
ORLANDO FL 32819 1 03/11/99 00
0027879246 03 05/01/99 0
0027879246 O 04/01/14
0
2794265 354/354 F 102,400.00 ZZ
180 101,799.60 1
3569 SNOWBELL COURT 7.875 971.22 80
7.625 971.22 128,000.00
WALDORF MD 20602 1 03/23/99 00
0027886738 03 05/01/99 0
0027886738 O 04/01/14
0
2794266 354/354 F 135,100.00 ZZ
180 134,254.25 1
13898 N SOFTWIND TRAIL 7.125 1,223.78 80
6.875 1,223.78 168,900.00
JACKSONVILLE FL 32224 1 03/31/99 00
0027898949 03 05/01/99 0
0027898949 O 04/01/14
0
2794267 354/354 F 35,750.00 ZZ
180 35,520.38 1
11211 BRIAR FOREST DR 8.000 341.65 55
7.750 341.65 65,000.00
HOUSTON TX 77042 1 03/25/99 00
0027904010 07 05/01/99 0
0027904010 N 04/01/14
0
2794268 354/354 F 124,000.00 ZZ
180 123,118.67 1
406 TAYLOR AVENUE 7.125 1,123.24 50
6.875 1,123.24 250,000.00
ANNAPOLIS MD 21401 5 03/25/99 00
27904952 05 05/01/99 0
27904952 O 04/01/14
0
2794269 354/354 F 85,200.00 ZZ
180 84,700.46 1
1
18151 NE 31 COURT, UNIT 302 7.875 808.08 80
7.625 808.08 106,500.00
AVENTURA FL 33160 1 03/31/99 00
27933571 06 05/01/99 0
27933571 O 04/01/14
0
2794270 354/354 F 93,900.00 T
180 93,331.04 1
1554 ROYAL CIRCLE 7.500 870.47 60
7.250 870.47 156,500.00
APOPKA FL 32703 1 03/29/99 00
0027933969 03 05/01/99 0
0027933969 O 04/01/14
0
2794271 354/354 F 61,600.00 ZZ
180 61,234.83 1
4761 VAIL STREET 7.750 579.83 75
7.500 579.83 83,000.00
CORPUS CHRISTI TX 78413 2 03/25/99 00
0027966381 05 05/01/99 0
0027966381 O 04/01/14
0
2794272 354/354 F 112,000.00 ZZ
180 111,306.43 1
4705 KILBOURNE ROAD 7.250 1,022.41 80
7.000 1,022.41 140,000.00
COLUMBIA SC 29206 1 03/31/99 00
0027982479 05 05/01/99 0
0027982479 O 04/01/14
0
2794273 354/354 F 60,000.00 ZZ
180 59,623.87 1
102 WOODSUM LANE 7.250 547.72 75
7.000 547.72 80,000.00
ELEPHANT BUTTE NM 87935 1 03/19/99 00
0027985613 05 05/01/99 0
0027985613 O 04/01/14
0
2794338 E82/G02 F 128,000.00 ZZ
180 127,521.84 1
1647 BAY HILL DRIVE 7.750 1,204.83 68
7.500 1,204.83 190,000.00
OLDSMAR FL 34677 5 04/26/99 00
0400198933 03 06/01/99 0
1
0400198933 O 05/01/14
0
2794684 K08/G02 F 58,950.00 ZZ
180 58,775.84 1
27108 DELTON 7.750 554.88 90
7.500 554.88 65,500.00
MADISON HEIGHTS MI 48071 1 04/28/99 04
0411376296 05 06/01/99 20
0411376296 N 05/01/14
0
2794696 K08/G02 F 145,000.00 ZZ
180 144,562.08 1
7004 JEFFERSON AVENUE 7.500 1,344.17 72
7.250 1,344.17 203,000.00
FALLS CHURCH VA 22042 2 04/23/99 00
0411398175 05 06/01/99 0
0411398175 O 05/01/14
0
2794707 K08/G02 F 71,800.00 ZZ
180 71,580.77 4
2005 LONGMIRE COURT 7.375 660.50 67
7.125 660.50 108,000.00
COLLEGE STATION TX 77840 2 04/28/99 00
0411335458 05 06/01/99 0
0411335458 N 05/01/14
0
2794709 K08/G02 F 116,000.00 ZZ
180 115,634.03 4
200 WEST IRVINGTON PLACE 7.000 1,042.64 58
6.750 1,042.64 200,000.00
DENVER CO 80223 5 04/23/99 00
0411375405 05 06/01/99 0
0411375405 O 05/01/14
0
2794822 E82/G02 F 91,300.00 ZZ
180 90,930.27 1
7925 SNOWBERRY CIRCLE 7.750 859.38 74
7.500 859.38 124,000.00
ORLANDO FL 32819 2 05/03/99 00
0400201802 05 06/01/99 0
1640952 N 05/01/14
0
1
2795401 E82/G02 F 140,000.00 ZZ
180 139,567.82 1
2 ECHO LANE 7.250 1,278.01 80
7.000 1,278.01 175,000.00
LEVITTOWN NY 11756 5 04/29/99 00
0400190476 05 06/01/99 0
0400190476 O 05/01/14
0
2795436 K08/G02 F 84,000.00 ZZ
180 83,754.55 1
7939 WEST BELMONT 7.875 796.70 80
7.625 796.70 105,000.00
ELMWOOD PARK IL 60707 1 04/29/99 00
0411391501 01 06/01/99 0
0411391501 O 05/01/14
0
2795453 K08/G02 F 102,000.00 ZZ
180 101,701.96 1
880 WEST 1ST 7.875 967.42 60
UNIT #310 7.625 967.42 170,000.00
LOS ANGELES CA 90012 2 04/27/99 00
0411317449 01 06/01/99 0
0411317449 N 05/01/14
0
2795470 K08/G02 F 171,000.00 ZZ
180 170,469.06 4
330-332 GEORGE STREET 7.750 1,609.58 90
7.500 1,609.58 190,000.00
SOUTH AMBOY NJ 08879 1 04/29/99 10
0411339617 05 06/01/99 25
0411339617 N 05/01/14
0
2796020 K08/G02 F 88,000.00 ZZ
180 87,742.86 1
2 GILBERT ROAD 7.875 834.64 80
7.625 834.64 110,000.00
RESERVE NM 87830 5 04/26/99 00
0411345119 05 06/01/99 0
0411345119 O 05/01/14
0
2796023 K08/G02 F 105,500.00 T
180 105,201.81 1
1241 SANDBROOK DRIVE 8.250 1,023.50 80
8.000 1,023.50 131,890.00
1
ORLANDO FL 32824 1 04/23/99 95
0411342439 09 06/01/99 0
0411342439 O 05/01/14
0
2796038 K08/G02 F 69,800.00 ZZ
180 69,602.72 1
5744 MEREDITH 8.250 677.16 74
8.000 677.16 95,000.00
PORTAGE MI 49002 5 04/30/99 00
0411395247 05 06/01/99 0
0411395247 N 05/01/14
0
2796066 K08/G02 F 80,500.00 ZZ
180 80,256.89 1
6024 CHALET COURT UNIT #5125 7.500 746.24 75
7.250 746.24 107,400.00
DALLAS TX 75205 1 04/30/99 00
0411412950 01 06/01/99 0
0411412950 N 05/01/14
0
2796067 K08/G02 F 105,600.00 ZZ
180 105,274.02 1
2117 N.E. 44TH STREET 7.250 963.98 80
7.000 963.98 132,000.00
LIGHTHOUSE POIN FL 33064 1 04/30/99 00
0411377740 09 06/01/99 0
0411377740 O 05/01/14
0
2796084 K08/G02 F 301,450.00 ZZ
120 299,732.21 1
3 COLTON COURT 7.250 3,539.05 74
7.000 3,539.05 410,000.00
MIDDLETON NJ 07737 5 04/26/99 00
0411373616 05 06/01/99 0
0411373616 O 05/01/09
0
2796114 K08/G02 F 113,400.00 ZZ
180 113,049.94 2
7607 WHITTINGTON DR. 7.250 1,035.19 90
7.000 1,035.19 126,000.00
PARMA OH 44129 1 04/30/99 04
0411398571 05 06/01/99 25
0411398571 N 05/01/14
0
1
2797181 K08/G02 F 130,000.00 ZZ
180 129,611.67 1
5610 GRAPE ROAD 7.625 1,214.37 50
7.375 1,214.37 260,000.00
HOUSTON TX 77096 5 04/26/99 00
0411386519 03 06/01/99 0
0411386519 O 05/01/14
0
2797211 K08/G02 F 40,000.00 ZZ
180 39,883.12 2
119 W COLUMBINE RD 7.875 379.38 41
7.625 379.38 98,000.00
WILDWOOD CREST NJ 08562 2 04/27/99 00
0411374705 05 06/01/99 0
0411374705 O 05/01/14
0
2797215 K08/G02 F 103,800.00 ZZ
180 103,493.33 1
2336 ASPEN STREET 7.750 977.04 67
7.500 977.04 156,000.00
PHILIDELPHIA PA 19130 5 04/27/99 00
0411384662 07 06/01/99 0
0411384662 O 05/01/14
0
2797220 K08/G02 F 67,940.00 ZZ
180 67,732.55 1
25611 LANE STREET 7.375 625.00 79
7.125 625.00 86,000.00
LOMA LINDA CA 92354 2 04/23/99 00
0411351125 05 06/01/99 0
0411351125 N 05/01/14
0
2797758 K08/G02 F 27,400.00 ZZ
180 27,315.42 1
14810 KENTFIELD 7.250 250.12 49
7.000 250.12 56,000.00
DETROIT MI 48223 5 04/29/99 00
0411392095 05 06/01/99 0
0411392095 O 05/01/14
0
2797762 K08/G02 F 116,900.00 ZZ
180 116,562.17 1
1
5018 HONEYNUT LANE 8.000 1,117.16 90
7.750 1,117.16 129,900.00
WINDERMERE FL 34786 1 05/04/99 04
0411392053 03 06/01/99 25
0411392053 N 05/01/14
0
2799291 K08/G02 F 52,200.00 ZZ
180 52,049.15 1
1106 GRIFFIN STREET 8.000 498.85 90
7.750 498.85 58,000.00
MCKINNEY TX 75069 1 04/21/99 04
0411388358 05 06/01/99 25
0411388358 N 05/01/14
0
2799295 K08/G02 F 51,750.00 ZZ
180 51,593.71 1
373 ANDREWS ROAD 7.500 479.73 80
7.250 479.73 65,000.00
FAYETTEVILLE NC 28311 5 04/30/99 00
0411410442 05 06/01/99 0
0411410442 O 05/01/14
0
2799304 K08/G02 F 100,000.00 ZZ
180 99,707.80 4
3705 INCA STREET NE 7.875 948.45 55
7.625 948.45 185,000.00
ALBUQUERQUE NM 87111 5 04/30/99 00
0411417090 05 06/01/99 0
0411417090 O 05/01/14
0
2799305 K08/G02 F 100,000.00 ZZ
180 99,717.36 4
3701 INCA STREET NE 8.250 970.14 55
8.000 970.14 185,000.00
ALBUQUERQUE NM 87111 5 04/30/99 00
0411417173 05 06/01/99 0
0411417173 N 05/01/14
0
2799797 E82/G02 F 101,000.00 ZZ
180 101,000.00 3
212 EAST 4TH AVENUE 7.875 957.93 78
7.625 957.93 130,000.00
CHEYENNE WY 82001 2 05/07/99 00
0400199147 05 07/01/99 0
1
1549432 N 06/01/14
0
2800352 K08/G02 F 119,000.00 ZZ
180 119,000.00 1
4230 OZARK 7.750 1,120.12 70
7.500 1,120.12 170,000.00
NORRIDGE IL 60643 2 05/07/99 00
0411299662 05 07/01/99 0
0411299662 N 06/01/14
0
2800357 K08/G02 F 158,000.00 ZZ
180 157,512.26 1
10 BROADMOOR DRIVE 7.250 1,442.32 50
7.000 1,442.32 320,000.00
MIDDLETOWN NJ 07738 2 04/30/99 00
0411258072 05 06/01/99 0
0411258072 O 05/01/14
0
2800373 K08/G02 F 50,000.00 ZZ
180 50,000.00 1
45 RIVER DRIVE SOUTH 7.875 474.22 36
7.625 474.22 142,000.00
JERSEY CITY NJ 07310 2 05/07/99 00
0411353758 06 07/01/99 0
0411353758 N 06/01/14
0
2800387 K08/G02 F 145,000.00 ZZ
180 145,000.00 4
12 JUDGE ST 8.750 1,449.20 64
8.500 1,449.20 230,000.00
BROOKLYN NY 11211 5 05/07/99 00
0411389596 05 07/01/99 0
0411389596 N 06/01/14
0
2800396 K08/G02 F 63,000.00 ZZ
180 62,813.87 1
1804 LEE STREET 7.750 593.00 40
7.500 593.00 158,000.00
BRENHAM TX 77833 1 04/30/99 00
0411370125 05 06/01/99 0
0411370125 O 05/01/14
0
1
2801531 K08/G02 F 69,600.00 ZZ
180 69,600.00 1
1415 PROSPECT STREET 7.625 650.15 80
7.375 650.15 88,000.00
TITUSVILLE FL 32780 2 05/04/99 00
0411347867 05 07/01/99 0
0411347867 O 06/01/14
0
2801535 K08/G02 F 136,000.00 ZZ
180 136,000.00 1
11827 OAKCROFT DRIVE 7.625 1,270.42 76
7.375 1,270.42 178,947.00
HOUSTON TX 77070 5 05/04/99 00
0411379860 03 07/01/99 0
0411379860 O 06/01/14
0
2801545 K08/G02 F 60,000.00 ZZ
180 60,000.00 1
9211 SOUTH UNIVERSITY AVENUE 7.375 551.95 80
7.125 551.95 75,000.00
CHICAGO IL 60619 5 05/04/99 00
0411404817 05 07/01/99 0
0411404817 O 06/01/14
0
2801556 K08/G02 F 193,000.00 ZZ
180 193,000.00 2
1259 GIVAN AVENUE 7.500 1,789.13 88
7.250 1,789.13 220,000.00
BRONX NY 10469 2 05/04/99 04
0411384621 05 07/01/99 25
0411384621 O 06/01/14
0
2801581 K08/G02 F 132,000.00 ZZ
180 132,000.00 1
2270 SW 27 LANE 7.375 1,214.30 55
7.125 1,214.30 240,500.00
MIAMI FL 33133 5 05/04/99 00
0411418197 05 07/01/99 0
0411418197 O 06/01/14
0
2804890 K08/G02 F 96,150.00 ZZ
180 96,150.00 1
709 MAIN SAIL LANE 8.250 932.79 79
8.000 932.79 122,000.00
1
SECAUCUS NJ 07094 5 05/12/99 00
0411397938 01 07/01/99 0
0411397938 N 06/01/14
0
2804912 K08/G02 F 51,000.00 ZZ
180 51,000.00 1
342 RIDGE AVE 7.500 472.78 64
7.250 472.78 80,000.00
EVANSTON IL 60202 2 05/07/99 00
0411400062 01 07/01/99 0
0411400062 O 06/01/14
0
2805752 K08/G02 F 80,500.00 ZZ
180 80,500.00 4
733 CYPRESS DRIVE 8.375 786.83 62
8.125 786.83 130,000.00
LAKE PARK FL 33403 2 05/13/99 00
0411324460 05 07/01/99 0
0411324460 N 06/01/14
0
2805757 K08/G02 F 89,600.00 ZZ
180 89,600.00 1
8014 GREENBELT DRIVE 7.250 817.93 80
7.000 817.93 112,000.00
URBANDALE IA 50322 2 05/04/99 00
0411386220 05 07/01/99 0
0411386220 O 06/01/14
0
2806768 K08/G02 F 100,000.00 ZZ
180 100,000.00 1
5825 MISTY HILL 7.625 934.13 51
7.375 934.13 196,900.00
INDEPENDENCE TO MI 48346 1 05/14/99 00
0411390081 05 07/01/99 0
0411390081 O 06/01/14
0
2806792 K08/G02 F 69,600.00 ZZ
180 69,600.00 1
4611 NW 90 AVENUE 7.500 645.20 80
7.250 645.20 87,000.00
SUNRISE FL 33351 1 05/14/99 00
0411413636 09 07/01/99 0
0411413636 O 06/01/14
0
1
2806799 K08/G02 F 117,600.00 ZZ
180 117,600.00 1
9802 VICTORIAN COURT 7.625 1,098.54 80
7.375 1,098.54 148,000.00
DALLAS TX 75243 5 05/10/99 00
0411414923 05 07/01/99 0
0411414923 O 06/01/14
0
2806815 K08/G02 F 44,800.00 ZZ
180 44,800.00 1
5412 RAYMOND 7.875 424.91 70
7.625 424.91 64,000.00
DEARBORN HEIGHT MI 48125 2 05/14/99 00
0411380108 05 07/01/99 0
0411380108 N 06/01/14
0
2807079 976/G02 F 280,000.00 ZZ
180 279,106.97 1
76 ALPINE DRIVE 6.875 2,497.20 80
6.625 2,497.20 350,000.00
WAYNE NJ 07470 5 04/29/99 00
0431341338 05 06/01/99 0
5559735 O 05/01/14
0
2807113 976/G02 F 132,000.00 ZZ
180 131,583.54 1
12030 RADISSON ROAD NORTHEAST 7.000 1,186.46 80
6.750 1,186.46 165,000.00
BLAINE MN 55449 1 04/30/99 00
0431341080 05 06/01/99 0
5720772 N 05/01/14
0
2807114 976/G02 F 130,000.00 ZZ
180 130,000.00 1
1340 STONECREST CIRCLE 7.375 1,195.91 39
7.125 1,195.91 335,000.00
BREA CA 92821 2 05/03/99 00
0431341098 05 07/01/99 0
5680185 N 06/01/14
0
2807120 976/G02 F 103,550.00 ZZ
180 103,237.26 1
1
1714 BURGUNDY DRIVE 7.500 959.93 73
7.250 959.93 142,000.00
LODI CA 95240 5 04/13/99 00
0431341130 05 06/01/99 0
5411907 N 05/01/14
0
2807135 976/G02 F 103,800.00 ZZ
180 103,486.51 1
2545 CENTRAL PARK 7.500 962.24 54
7.250 962.24 193,000.00
LODI CA 95242 5 04/12/99 00
0431340827 03 06/01/99 0
5411909 N 05/01/14
0
2807138 976/G02 F 356,000.00 ZZ
180 355,015.99 4
2919,2921, 2923, 2925 8.500 3,505.68 80
SE COURTNEY AVE 8.250 3,505.68 445,000.00
MILWAUKIE OR 97222 2 04/05/99 00
0431340843 05 06/01/99 0
5643713 N 05/01/14
0
2807152 976/G02 F 216,000.00 ZZ
180 215,368.84 4
840 NAPA STREET 7.875 2,048.66 80
7.625 2,048.66 270,000.00
NAPA CA 94559 1 04/15/99 00
0431340744 05 06/01/99 0
5577600 N 05/01/14
0
2807153 976/G02 F 106,000.00 ZZ
120 105,416.54 3
158 BREMEN STREET 7.875 1,279.09 62
7.625 1,279.09 171,000.00
EAST BOSTON MA 02128 5 04/29/99 00
0431340553 05 06/01/99 0
5635087 N 05/01/09
0
2807156 976/G02 F 108,750.00 ZZ
180 108,435.72 3
28 GILBERT AVENUE 8.000 1,039.28 75
7.750 1,039.28 145,000.00
HAVERHILL MA 01830 5 04/22/99 00
0431340587 05 06/01/99 0
1
5638597 N 05/01/14
0
2807157 976/G02 F 132,750.00 ZZ
180 132,391.20 2
245 - 247 BURON LANE 8.750 1,326.77 90
8.500 1,326.77 147,500.00
SOUTH SAINT PAU MN 55075 1 04/07/99 04
0431340595 05 06/01/99 25
5662850 N 05/01/14
0
2808355 K08/G02 F 309,700.00 ZZ
180 309,700.00 1
3900 SPIN ACRES LANE 7.250 2,827.14 39
7.000 2,827.14 810,000.00
SHINGLE SPRINGS CA 95682 2 05/06/99 00
0411413354 05 07/01/99 0
0411413354 O 06/01/14
0
2808376 K08/G02 F 24,000.00 ZZ
180 24,000.00 1
324 WEST 48 STREET NORTH 7.625 224.19 80
7.375 224.19 30,000.00
TULSA OK 74130 1 05/13/99 00
0411416779 05 07/01/99 0
0411416779 N 06/01/14
0
2808378 K08/G02 F 20,000.00 ZZ
180 20,000.00 1
2888 E. 44TH PL. N. 7.625 186.83 80
7.375 186.83 25,000.00
TULSA OK 74130 1 05/13/99 00
0411416985 05 07/01/99 0
0411416985 N 06/01/14
0
2808393 K08/G02 F 166,250.00 ZZ
180 166,250.00 1
2723 SPRAGUE DRIVE 8.000 1,588.77 84
7.750 1,588.77 198,000.00
WALDORF MD 20601 5 05/12/99 04
0411391170 05 07/01/99 12
0411391170 O 06/01/14
0
1
2809088 K08/G02 F 77,600.00 ZZ
180 77,600.00 1
7304 EDNA STREET 7.375 713.86 80
7.125 713.86 97,000.00
HOUSTON TX 77087 5 05/13/99 00
0411397367 05 07/01/99 0
0411397367 O 06/01/14
0
2809215 E82/G02 F 44,550.00 ZZ
180 44,550.00 1
26 BURKWOOD COURT 7.875 422.53 90
7.625 422.53 49,500.00
EGG HARBOR TOWN NJ 08234 1 05/20/99 04
0400206264 01 07/01/99 25
0400206264 N 06/01/14
0
2809650 K08/G02 F 218,000.00 ZZ
180 218,000.00 1
4109 ALTA VISTA LANE 7.375 2,005.43 63
7.125 2,005.43 350,000.00
DALLAS TX 75229 5 05/13/99 00
0411390297 05 07/01/99 0
0411390297 O 06/01/14
0
2811130 K08/G02 F 124,000.00 ZZ
180 124,000.00 1
2995 MARIETTA ROAD 8.250 1,202.98 80
8.000 1,202.98 155,000.00
CHILLICOTHE OH 45601 1 05/21/99 00
0411445455 05 07/01/99 0
0411445455 O 06/01/14
0
2811141 K08/G02 F 60,800.00 ZZ
180 60,800.00 3
916 S M STREET 8.500 598.72 80
8.250 598.72 76,000.00
LAKE WORTH FL 33460 1 05/21/99 00
0411436892 05 07/01/99 0
0411436892 N 06/01/14
0
2811737 K08/G02 F 172,500.00 ZZ
180 172,500.00 1
137 LAKESHORE DRIVE 7.750 1,623.70 75
7.500 1,623.70 230,000.00
1
OAKLAND NJ 07436 5 05/19/99 00
0411316490 05 07/01/99 0
0411316490 O 06/01/14
0
2811755 K08/G02 F 35,000.00 ZZ
180 35,000.00 1
19919 ROSSFORD AVENUE 8.500 344.66 25
8.250 344.66 145,000.00
LAKEWOOD CA 90715 5 05/19/99 00
0411415565 05 07/01/99 0
0411415565 O 06/01/14
0
2812150 K08/G02 F 47,200.00 ZZ
180 47,200.00 1
2696 W 60 ST #78 7.375 434.20 80
7.125 434.20 59,000.00
HIALEAH FL 33016 1 05/26/99 00
0411422850 01 07/01/99 0
0411422850 N 06/01/14
0
2812364 K08/G02 F 48,750.00 ZZ
180 48,750.00 1
115 EAST STREET 8.375 476.50 65
8.125 476.50 75,000.00
PONY MT 59747 1 05/20/99 00
0411445547 05 07/01/99 0
0411445547 O 06/01/14
0
2814164 E82/G02 F 261,000.00 ZZ
180 261,000.00 1
4042 DOUGLAS ROAD 7.250 2,382.57 59
7.000 2,382.57 445,000.00
CORAL GABLES FL 33133 2 05/26/99 00
0400208104 05 07/01/99 0
1612485 O 06/01/14
0
1
TOTAL NUMBER OF LOANS : 1,018
TOTAL ORIGINAL BALANCE : 105,810,306.00
TOTAL PRINCIPAL BALANCE : 104,617,860.56
TOTAL ORIGINAL P+I : 984,863.03
TOTAL CURRENT P+I : 984,863.02
***************************
* END OF REPORT *
***************************
1
RUN ON : 06/29/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.34.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RALI 1999-QS8 CUTOFF : 06/01/99
POOL : 0004381
:
:
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
-----------------------------------------------------------------
1606888 .2500
42,889.30 .0800
8.8750 .0000
8.6250 .1550
8.3900 .0000
6.3450 2.0450
1634220 .2500
295,593.23 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1634481 .2500
28,801.22 .0800
8.6250 .0000
8.3750 .1550
8.1400 .0000
6.3450 1.7950
1643792 .2500
31,159.85 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1647165 .2500
70,788.62 .0800
8.7500 .0000
8.5000 .1550
8.2650 .0000
6.3450 1.9200
1647739 .2500
59,250.16 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
1654545 .2500
126,076.89 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1657693 .2500
49,496.15 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1660668 .2500
57,583.82 .0800
8.5000 .0000
8.2500 .1550
8.0150 .0000
6.3450 1.6700
1665990 .2500
140,380.92 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1665993 .2500
37,226.93 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1668442 .2500
87,605.51 .0800
8.7500 .0000
8.5000 .1550
8.2650 .0000
6.3450 1.9200
1687688 .2500
88,942.29 .0800
7.3500 .0000
7.1000 .1550
6.8650 .0000
6.3450 .5200
1697475 .2500
26,900.37 .0800
8.8750 .0000
8.6250 .1550
8.3900 .0000
6.3450 2.0450
1
1708401 .2500
95,200.75 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1711005 .2500
37,835.58 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1711693 .2500
60,291.48 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
1712969 .2500
73,893.05 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1722664 .2500
199,965.87 .0300
6.5000 .0000
6.2500 .1550
6.0650 .0000
6.0650 .0000
1723089 .2500
130,293.96 .0800
8.3750 .0000
8.1250 .1550
7.8900 .0000
6.3450 1.5450
1727276 .2500
47,797.81 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1730290 .2500
39,011.99 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
1731604 .2500
92,665.59 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1733559 .2500
36,234.87 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1737100 .2500
89,868.86 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1746022 .2500
67,233.65 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1747684 .2500
60,662.30 .0800
8.6250 .0000
8.3750 .1550
8.1400 .0000
6.3450 1.7950
1748325 .2500
51,938.87 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1755130 .2500
64,470.74 .0800
8.6250 .0000
8.3750 .1550
8.1400 .0000
6.3450 1.7950
1759071 .2500
153,341.13 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
1
1764314 .2500
84,077.45 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1764566 .2500
36,425.73 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1765611 .2500
38,665.36 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1767639 .2500
52,458.92 .0800
8.5000 .0000
8.2500 .1550
8.0150 .0000
6.3450 1.6700
1772530 .2500
113,625.09 .0800
8.3750 .0000
8.1250 .1550
7.8900 .0000
6.3450 1.5450
1784158 .2500
118,635.48 .0300
6.7500 .0000
6.5000 .1550
6.3150 .0000
6.3150 .0000
1791969 .2500
105,430.62 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1792961 .2500
38,954.03 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
1
1796116 .2500
120,687.55 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1798159 .2500
94,619.87 .0800
8.5000 .0000
8.2500 .1550
8.0150 .0000
6.3450 1.6700
1798161 .2500
94,837.32 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
1798162 .2500
110,092.93 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
1799766 .2500
156,752.63 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
1799929 .2500
32,349.01 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1800058 .2500
63,666.66 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1801534 .2500
66,183.54 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1
1803938 .2500
106,252.63 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1808753 .2500
287,328.19 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
1809518 .2500
39,618.14 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1820324 .2500
13,467.44 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1820327 .2500
13,467.44 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1823769 .2500
38,063.45 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
1827189 .2500
49,325.85 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1828154 .2500
245,626.47 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1
1828579 .2500
113,397.49 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1828583 .2500
127,192.60 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1828586 .2500
109,653.97 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1829272 .2500
39,664.15 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1830165 .2500
360,124.48 .0800
6.8750 .0000
6.6250 .1550
6.3900 .0000
6.3450 .0450
1830241 .2500
37,305.30 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1830245 .2500
37,315.30 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1830258 .2500
109,780.09 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
1831477 .2500
173,187.18 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1832232 .2500
38,044.33 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1832876 .2500
39,287.10 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1833694 .2500
39,603.32 .0800
8.7500 .0000
8.5000 .1550
8.2650 .0000
6.3450 1.9200
1837947 .2500
121,137.04 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
1839419 .2500
131,546.18 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
1839573 .2500
40,062.50 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1839748 .2500
99,432.78 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
1
1840541 .2500
25,234.33 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1840899 .2500
72,721.04 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1842007 .2500
44,921.73 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1842689 .2500
38,846.19 .0800
8.3750 .0000
8.1250 .1550
7.8900 .0000
6.3450 1.5450
1842701 .2500
49,831.06 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
1842727 .2500
39,541.54 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1843703 .2500
42,050.95 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1843712 .2500
64,563.05 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
1
1844556 .2500
37,541.61 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1844585 .2500
37,181.38 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1846533 .2500
75,822.62 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1848290 .2500
109,871.44 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
1849142 .2500
43,004.33 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1849216 .2500
35,557.09 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
1850373 .2500
22,768.99 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
1853070 .2500
261,799.75 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
1
1853157 .2500
90,797.41 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1853452 .2500
114,726.38 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1853999 .2500
58,504.58 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1857392 .2500
54,336.55 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1858848 .2500
17,486.15 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1859030 .2500
327,056.19 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1860952 .2500
39,681.98 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
1861521 .2500
39,688.80 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1
1863152 .2500
37,234.31 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1863171 .2500
167,390.96 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1864027 .2500
150,430.28 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1864040 .2500
37,756.90 .0800
6.8750 .0000
6.6250 .1550
6.3900 .0000
6.3450 .0450
1864957 .2500
31,464.44 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1865524 .2500
39,541.54 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1865539 .2500
58,502.47 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
1865564 .2500
19,198.59 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
1
1866053 .2500
37,343.99 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1867235 .2500
224,361.14 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
1867582 .2500
20,132.57 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
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149,071.10 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2792347 .2500
76,789.54 .0800
8.6250 .0000
8.3750 .1550
8.1400 .0000
6.3450 1.7950
1
2792370 .2500
114,840.48 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
2792393 .2500
31,410.97 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2792397 .2500
54,743.10 .0800
8.1250 .0000
7.8750 .1550
7.6400 .0000
6.3450 1.2950
2792400 .2500
123,388.40 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2792437 .2500
86,250.03 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2793512 .2500
92,716.03 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2793536 .2500
94,504.15 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
2793537 .2500
86,828.18 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
1
2793538 .2500
91,015.07 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
2793555 .2500
45,758.31 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2793556 .2500
183,438.17 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2793558 .2500
70,993.95 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2793560 .2500
73,268.11 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
2793561 .2500
90,712.90 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
2793562 .2500
111,646.64 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
2793580 .2500
33,997.25 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
2794073 .2500
94,906.12 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2794093 .2500
37,690.76 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2794096 .2500
90,725.17 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2794255 .2500
232,810.51 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2794256 .2500
104,342.69 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
2794257 .2500
100,778.87 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2794258 .2500
67,125.52 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2794259 .2500
97,062.44 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1
2794260 .2500
51,705.03 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2794261 .2500
49,706.84 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2794262 .2500
120,109.68 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2794263 .2500
397,522.96 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2794264 .2500
237,551.87 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2794265 .2500
101,799.60 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2794266 .2500
134,254.25 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
2794267 .2500
35,520.38 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
1
2794268 .2500
123,118.67 .0800
7.1250 .0000
6.8750 .1550
6.6400 .0000
6.3450 .2950
2794269 .2500
84,700.46 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2794270 .2500
93,331.04 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2794271 .2500
61,234.83 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
2794272 .2500
111,306.43 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2794273 .2500
59,623.87 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2794338 .2500
127,521.84 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
2794684 .2500
58,775.84 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
2794696 .2500
144,562.08 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2794707 .2500
71,580.77 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2794709 .2500
115,634.03 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
2794822 .2500
90,930.27 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
2795401 .2500
139,567.82 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2795436 .2500
83,754.55 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2795453 .2500
101,701.96 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2795470 .2500
170,469.06 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
2796020 .2500
87,742.86 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2796023 .2500
105,201.81 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2796038 .2500
69,602.72 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2796066 .2500
80,256.89 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2796067 .2500
105,274.02 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2796084 .2500
299,732.21 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2796114 .2500
113,049.94 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2797181 .2500
129,611.67 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1
2797211 .2500
39,883.12 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2797215 .2500
103,493.33 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
2797220 .2500
67,732.55 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2797758 .2500
27,315.42 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2797762 .2500
116,562.17 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2799291 .2500
52,049.15 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2799295 .2500
51,593.71 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2799304 .2500
99,707.80 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
1
2799305 .2500
99,717.36 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2799797 .2500
101,000.00 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2800352 .2500
119,000.00 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
2800357 .2500
157,512.26 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2800373 .2500
50,000.00 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2800387 .2500
145,000.00 .0800
8.7500 .0000
8.5000 .1550
8.2650 .0000
6.3450 1.9200
2800396 .2500
62,813.87 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
2801531 .2500
69,600.00 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1
2801535 .2500
136,000.00 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
2801545 .2500
60,000.00 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2801556 .2500
193,000.00 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2801581 .2500
132,000.00 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2804890 .2500
96,150.00 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2804912 .2500
51,000.00 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2805752 .2500
80,500.00 .0800
8.3750 .0000
8.1250 .1550
7.8900 .0000
6.3450 1.5450
2805757 .2500
89,600.00 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
1
2806768 .2500
100,000.00 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
2806792 .2500
69,600.00 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2806799 .2500
117,600.00 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
2806815 .2500
44,800.00 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2807079 .2500
279,106.97 .0800
6.8750 .0000
6.6250 .1550
6.3900 .0000
6.3450 .0450
2807113 .2500
131,583.54 .0800
7.0000 .0000
6.7500 .1550
6.5150 .0000
6.3450 .1700
2807114 .2500
130,000.00 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2807120 .2500
103,237.26 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
1
2807135 .2500
103,486.51 .0800
7.5000 .0000
7.2500 .1550
7.0150 .0000
6.3450 .6700
2807138 .2500
355,015.99 .0800
8.5000 .0000
8.2500 .1550
8.0150 .0000
6.3450 1.6700
2807152 .2500
215,368.84 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2807153 .2500
105,416.54 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2807156 .2500
108,435.72 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2807157 .2500
132,391.20 .0800
8.7500 .0000
8.5000 .1550
8.2650 .0000
6.3450 1.9200
2808355 .2500
309,700.00 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
2808376 .2500
24,000.00 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
1
2808378 .2500
20,000.00 .0800
7.6250 .0000
7.3750 .1550
7.1400 .0000
6.3450 .7950
2808393 .2500
166,250.00 .0800
8.0000 .0000
7.7500 .1550
7.5150 .0000
6.3450 1.1700
2809088 .2500
77,600.00 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2809215 .2500
44,550.00 .0800
7.8750 .0000
7.6250 .1550
7.3900 .0000
6.3450 1.0450
2809650 .2500
218,000.00 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2811130 .2500
124,000.00 .0800
8.2500 .0000
8.0000 .1550
7.7650 .0000
6.3450 1.4200
2811141 .2500
60,800.00 .0800
8.5000 .0000
8.2500 .1550
8.0150 .0000
6.3450 1.6700
2811737 .2500
172,500.00 .0800
7.7500 .0000
7.5000 .1550
7.2650 .0000
6.3450 .9200
1
2811755 .2500
35,000.00 .0800
8.5000 .0000
8.2500 .1550
8.0150 .0000
6.3450 1.6700
2812150 .2500
47,200.00 .0800
7.3750 .0000
7.1250 .1550
6.8900 .0000
6.3450 .5450
2812364 .2500
48,750.00 .0800
8.3750 .0000
8.1250 .1550
7.8900 .0000
6.3450 1.5450
2814164 .2500
261,000.00 .0800
7.2500 .0000
7.0000 .1550
6.7650 .0000
6.3450 .4200
TOTAL NUMBER OF LOANS: 1018
TOTAL BALANCE........: 104,617,860.56
1
RUN ON : 06/29/99 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.34.55 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RALI 1999-QS8 FIXED SUMMARY REPORT CUTOFF : 06/01/99
POOL : 0004381
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------------
CURR NOTE RATE 7.5128 6.2500 9.1250
RFC NET RATE 7.2628 6.0000 8.8750
NET MTG RATE(INVSTR RATE) 7.0301 5.8150 8.6400
POST STRIP RATE 6.3374 5.8150 6.3450
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0777 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .1550 .1550 .1550
SPREAD .0000 .0000 .0000
STRIP .6927 .0000 2.2950
TOTAL NUMBER OF LOANS: 1018
TOTAL BALANCE........: 104,617,860.56
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or otherwise
modified from time to time, this "Contract") is made this day of ___ , 19__ , by
and between Residential Funding Corporation, its successors and assigns
("Residential Funding") and (the "Seller/Servicer," and, together with
Residential Funding, the "parties" and each, individually, a "party").
- ------------------ -------------- --------
- ------------------------------------------
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of organization, is qualified, if necessary,
to do business and in good standing in each jurisdiction in which it is required
to be so qualified, and has the requisite power and authority to enter into this
Contract and all other agreements which are contemplated by this Contract and to
carry out its obligations hereunder and under the Guides and under such other
agreements.
(2) This Contract has been duly authorized, executed and delivered by each
party and constitutes a valid and legally binding agreement of each party
enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or threatened,
and no basis therefor is known to either party, that could affect the validity
or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this Contract
is concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and none of the foregoing
adversely affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this Contract will not
result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: ( ) -
------ ------
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Each of the parties further agrees not
to institute any legal actions or proceedings against the other party or any
director, officer, employee, attorney, agent or property of the other party,
arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
============================================================================
ATTEST: RESIDENTIAL FUNDING CORPORATION
[Corporate Seal]
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
G-2
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name:
Title:
Date:
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Asset-Backed Pass-Through Certificates, Series 1999-QS8,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ] [the United States], on behalf of
which he makes this affidavit and agreement.
- ------------------------------------
2. That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R Certificates, and (iii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer
of any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is .
10. This affidavit and agreement relates only to the Class R Certificates
held by the Owner and not to any other holder of the Class R Certificates. The
Owner understands that the liabilities described herein relate only to the Class
R Certificates.
11. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
13. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
14. The Purchaser is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this day of , 199 .
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ___day of ________, 199__.
NOTARY PUBLIC
COUNTY OF STATE OF My Commission expires the
day of , 19 .
I-1-2
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-QS8
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by (the
"Seller") to (the "Purchaser") of $____ Initial Certificate Principal Balance of
Mortgage Asset-Backed Pass-Through Certificates, Series 1999-QS8, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"). , dated as of June 1, 1999 among
Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust Company, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
15. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
16. The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does not know
or believe that any representation contained therein is false.
17. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
18. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1999-QS8
RE: Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8, [Class B-]
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") $____ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 1999-QS8, Class (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of June 1, 1999 among Residential Accredit Loans, Inc., as eller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer"), and Bankers Trust Company, as trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have not
been and will not be registered or qualified under the Securities
Act of 1933, as amended (the "Act") or any state securities law, (b)
the Company is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if registered
and qualified pursuant to the provisions of the Act or any state
securities law, or if an exemption from such registration and
qualification is available, (d) the Pooling and Servicing Agreement
contains restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated , 19 , relating to the Certificates (b)] a copy of
the Pooling and Servicing Agreement and [b] [c] such other
information concerning the Certificates, the Mortgage Loans and the
Company as has been requested by the Purchaser from the Company or
the Seller and is relevant to the Purchaser's decision to purchase
the Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase
the Certificates from the Seller in connection with the initial
distribution of the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating to the
original sale (the "Original Sale") of the Certificates by the
Company, the Purchaser acknowledges that such Memorandum was
provided to it by the Seller, that the Memorandum was prepared by
the Company solely for use in connection with the Original Sale and
the Company did not participate in or facilitate in any way the
purchase of the Certificates by the Purchaser from the Seller, and
the Purchaser agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a)
error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of any Certificate under the
Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto.
The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (a "Plan"), or any
other person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan within
the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III
of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either 6(a) or (b) above.
Very truly yours,
By:
Name:
Title:
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
, 199
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1999-QS
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 1999-QS , Class
M-___ Ladiess and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") $
Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-QS , Class M- __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 1,
1999, among Residential Accredit Loans, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer") and Bankers Trust Company, as (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with the Company,
the Trustee and the Master Servicer that either:
The Purchaser is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (a "Plan"), or any
other person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan within
the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101; or
The Purchaser is an insurance company, the source of funds to
be used by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in either (a)
or (b) above.
Very truly yours,
By:
Name:
Title:
<PAGE>
EXHIBIT J-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry Class M Certificate (or any interest
therein) shall be deemed to have represented, by virtue of its acquisition or
holding of such Certificate (or interest therein), that either:
(a) it is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan; or
(b) (i) the transferee is an insurance company, (ii) the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and (iii) the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied.
Any purported beneficial owner of a book-entry Class M Certificate (or
interest therein) to whom either (a) or (b) above does not apply shall indemnify
and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of its
acquisition or holding of such Certificate.
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-QS8
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8, [Class B-]
Ladies and Gentlemen:
In connection with the sale by ____ (the "Seller") to _____________ (the
"Purchaser") of $ _____ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, Series 1999-QS8, Class (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of June 1, 1999 among Residential
Accredit Loans, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, a Bankers Trust Company, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the " 1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of June 1, 1999 among Residential Funding
Corporation as Master Servicer, Residential Accredit Loans, Inc. as depositor
pursuant to Section 5.02 of the Agreement and Bankers Trust Company, as trustee,
as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee or
the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the
meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within
the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60),
and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when
so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. No:
Date: Date:
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $ in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within
the meaning of Title I of the Employee Retirement Income Security
Act of 1974, but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-2
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
The Buyer owned $ ____________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $ ____________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-3
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) minus the sum of (i) all previous payments
made under subsections (a) and (b) hereof and (ii) all draws under the Limited
Guaranty made in lieu of such payments as described below in subsection (d) and
(Y) the then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a legal, valid and
binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall reasonably request. Neither the Company, the
Master Servicer nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supercession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supercession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL ACCREDIT LOANS, INC.
Mortgage Asset-Backed Pass-Through Certificates
Series 1999-QS8
, 199
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-QS8
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of June 1, 1999 (the "Servicing Agreement"), among
Residential Accredit Loans, Inc. (the "Company"), Residential Funding and
Bankers Trust Company (the "Trustee") as amended by Amendment No. thereto, dated
as of , with respect to the Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential Funding
to perform its Subordinate Certificate Loss Obligation when and as the same
arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL ACCREDIT LOANS, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1999-QS8
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 1999-QS8 Assignment
of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_______ (the "Trustee") to (the "Lender") of (the "Mortgage Loan") pursuant to
Section 3.13(d) of the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of June 1, 1999 among Residential Accredit
Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as
master servicer, an the Trustee. All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement. The
Lender hereby certifies, represents and warrants to, and covenants with, the
Master Servicer and the Trustee that:
the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1903897 270,164.17 5.970 8.1538461538% 22,028.77
2762702 67,200.66 6.095 6.2307692308% 4,187.12
2765022 99,855.72 6.095 6.2307692308% 6,221.78
1722664 199,965.87 6.220 4.3076923077% 8,613.91
1894904 447,027.01 6.220 4.3076923077% 19,256.55
1895493 50,988.23 6.220 4.3076923077% 2,196.42
1903289 49,669.67 6.220 4.3076923077% 2,139.62
1903850 79,000.00 6.220 4.3076923077% 3,403.08
1904121 118,259.12 6.220 4.3076923077% 5,094.24
1905142 78,860.65 6.220 4.3076923077% 3,397.07
1908171 149,505.83 6.220 4.3076923077% 6,440.25
1911455 59,603.59 6.220 4.3076923077% 2,567.54
2765031 190,331.73 6.220 4.3076923077% 8,198.91
1889665 32,635.29 6.345 2.3846153846% 778.23
2762716 226,069.35 6.345 2.3846153846% 5,390.88
2770598 316,853.93 6.345 2.3846153846% 7,555.75
1882740 274,105.68 6.370 2.0000000000% 5,482.11
1784158 118,635.48 6.470 0.4615384615% 547.55
1885315 146,560.43 6.470 0.4615384615% 676.43
1887346 99,249.09 6.470 0.4615384615% 458.07
1890994 124,191.71 6.470 0.4615384615% 573.19
1894786 111,772.54 6.470 0.4615384615% 515.87
1896925 204,171.17 6.470 0.4615384615% 942.33
1898004 95,092.43 6.470 0.4615384615% 438.89
1900185 122,005.37 6.470 0.4615384615% 563.10
1903619 43,136.71 6.470 0.4615384615% 199.09
1903629 249,193.98 6.470 0.4615384615% 1,150.13
1912038 46,800.00 6.470 0.4615384615% 216.00
1912990 88,700.00 6.470 0.4615384615% 409.38
2758195 148,533.29 6.470 0.4615384615% 685.54
2761337 184,586.93 6.470 0.4615384615% 851.94
2762706 31,320.78 6.470 0.4615384615% 144.56
2765047 67,039.09 6.470 0.4615384615% 309.41
2765084 132,257.25 6.470 0.4615384615% 610.42
2765090 133,214.99 6.470 0.4615384615% 614.84
$4,856,557.74 2.5297540316% $122,858.97
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Re: Residential Accredit Loans, Inc.,
Mortgage Asset-Backed Pass-Through Certificates,
Series 1999-QS8
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the Class A-V[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
Class A-V- __ Certificates, corresponding to the following Uncertificated
REMIC Regular Interests: [List numbers corresponding to the related loans and
Pool Strip Rates from the Mortgage Loan Schedule]. The initial Subclass Notional
Amount and the Initial Pass-Through Rate on the Class A-V- Certificates will be
$ and %, respectively.
[Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all
of the Uncertificated REMIC Regular Interests represented by the Class A-V[-1]
Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of June 1,
1999, among Residential Accredit Loans, Inc., Residential Funding Corporation
and Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
<PAGE>
